Nectar Master Service Agreement

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This Master ServicesAgreement (this “Agreement”) is between KLP Solutions Inc. d/b/a Nectar Consulting (hereinafter “Nectar”), located at 40E. Montgomery Ave., Ardmore, PA 19003 and Client as defined in the applicable Statement of Work. Client and Nectar may be referred to herein individually, as a “Party” or “party” and, collectively as the “Parties” or “parties”.

In consideration of the mutual promises and agreements herein, the parties agree as follows:

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1. Services Rendered, Communication, Controls, and Cooperation

1.1. Strategy and Execution

Pursuant to this Agreement, Nectar and Client will enter into one or more statements of work (each, a “Statement of Work” or “SOW”) which will describe the services to be performed by Nectar (the “Services”) and the deliverables to be provided by Nectar in connection with the performance of the Services (the“Deliverables”), in each case to Client. The fees that Client shall pay to Nectar for the Services and Deliverables shall be set forth in the applicable Statement of Work, subject to any terms of this Agreement.

1.2. Agreement Controls

Each Statement of Work referencing this Agreement shall be governed by this Agreement and is deemed toincorporate the terms of this Agreement. In the event of a conflict between the Agreement and a Statement of Work, then the conflicting term in the Statement of Work will control.

1.3. Communication

Multiple contacts per day tend to distract and impede Nectar’s ability to perform the tasks necessaryto complete Deliverables. Client agrees to concatenate requests, questions, andany concerns into a single email per day, if possible.

1.4. Mutual Cooperation

Nectar agrees to use commercially reasonable efforts to perform the Services and provide the Deliverables outlined in each Statement of Work. Client agrees to aid Nectar in doing so by making available to Nectar the required information and resource requirements pertaining to the Services and the Deliverables and to cooperate with Nectar in expediting the Services and the Deliverables.

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2. Legal Warranties/Rights of Use/Indemnity and Hold Harmless/Limitation of Liability

2.1. The Client warrants that any product it permits Nectar to market under this Agreement complies with all relevant legal requirements in the United States and any other jurisdiction in which the Client’s products are sold.

2.2. The Client further warrants that the sale of its products does not infringe any third party’s property rights, including copyrights, patents, and trademarks. Client guarantees that all Digital Assets and all elements of text, images, or other art work provided to Nectar are either owned by Client and/or its Affiliates, or that Client and/or its applicable Affiliate has permission to use them.

2.3. The Client further warrants that its products and any materials or information that it provides to Nectar contain all information and disclosures required by any applicable law, regulation, or governmental authority in the jurisdictions in the United States and any other jurisdiction in which the Client’s products are sold.

2.4. The Client grants Nectar the right to use the logos, trade names, trademarks, and images provided by the Client as well as any other content provided by the Client (such as product texts, images, video materials, and databases). The Client warrants that Nectar’s use of any such materials or information will not infringe any third party’s property rights. In addition, the Client grants Nectar a revocable license to display Creative Works as defined in this Agreement, that are generated by Nectar for Client under one or more Statements of Work on Nectar’s website, social media channels, or on other publications as an example of Nectar’s creative work product on the condition that Nectar not share any confidential information associated with the content.

2.5. Nectar agrees that any and all copywriting, graphics, or other creative content created by Nectar for the exclusive use of Client (“Creative Works”) are the sole and exclusive property of the Client, and Nectar hereby assigns to the Client all Nectar’s right, title, and interest in and to any and all Creative Works, including without limitation any and all copyrights, patents, trade marks, trade secrets, or other intellectual property registrations covering the Creative Works, and any renewals, extensions, divisions, continuations, and reissues thereof, and all causes of action related to the foregoing and all damages, profits, penalties, and other recoveries related thereto. Nectar agrees that this assignment includes, without limitation, any and all moral rights to reproduce the Creative Works in copies; to convert or prepare derivative works based on the Creative Works; to distribute copies of the Creative Works to the public by sale or other transfer of ownership or by rental, lease, or lending; and to display the Creative Works publicly. Nectar further acknowledges that all original works of authorship which are made by Nectar(solely or jointly with others) within the scope of and during the period of the Agreement and which are protectable by U.S. copyright law are “works made for hire” as that term is defined in the United States Copyright Act. Nectar understands and agrees that the decision whether or not to commercialize or market any Creative Work is within the Client’s sole discretion and for the Client’s sole benefit and that no royalty will be due to Nectar as a result of the Client’s efforts to commercialize or market any such Creative Work. However, Creative Works does not include source files for graphic content; source files or working files are not included in the scope of work unless otherwise agreed upon by Nectar and Client in writing.

2.6. The Client hereby acknowledges that Nectar does not guarantee any sales results.

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3. Term and Termination

3.1. This Agreement is in effect as long as any Statement of Work is in effect between the Parties. If there is no Statement of Work in effect or all Statements of Work have expired, this Agreement will automatically terminate.

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4. Confidentiality

4.1. During the course of this Agreement, the Client may provide Nectar with confidential financial information and proprietary business information, and such information may be generated by either Party through the performance of services under one or more statement of work between the Parties, and Nectar may provide the Client with confidential proprietary business information and strategies.  Both parties agree to not disclose or make accessible to third parties any such confidential information or propriety information without the prior written consent of the other party.  The parties may use such information only to the extent necessary to perform their respective obligations under this Agreement.  The parties must take the appropriate measures to protect such confidential and proprietary information from unauthorized disclosure and will destroy and not use any such information upon the termination of this Agreement.

4.2. This confidentiality obligation does not apply to information that the parties can verify that they have lawfully obtained from third parties, that is already generally known at the time of the execution of this Agreement or subsequently becomes generally known without violating the obligations of this Agreement, that must be disclosed pursuant to regulatory or legal requirements, and that is submitted to tax authorities or to courts to secure legal claims.

4.3. The parties will inform all persons who receive confidential information in the course of this Agreement of the content and scope of this obligation and will ensure that such persons comply with the provisions hereof. This provision applies to all employees and representatives of the parties who have access to the confidential information.

4.4.The Client agrees that its data, including confidential information, may be stored, and transferred by Nectar to the extent necessary to perform its obligations under this Agreement.

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5. Applicable Law

5.1. Arbitration.  All disputes, controversies and claims of any kind arising out of or relating to this Agreement or the rights and obligations of the parties shall be settled through arbitration by the American Arbitration Association at its Philadelphia, Pennsylvania office, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules. This provisions hall survive the termination or expiration of this Agreement. Nothing contained herein shall prevent Nectar or Client from applying to and obtaining from any court having jurisdiction, a temporary or preliminary injunction, or other emergency relief to enforce Nectar or Client’s rights and Nectar or Client’s obligations under this Agreement prior to the filing of any arbitration proceeding or pending the trial or rendering of a decision or award pursuant to any arbitration proceeding conducted hereunder.

5.2. Governing Law and Jurisdiction.  The laws of the Commonwealth of Pennsylvania shall govern the validity, performance, interpretation, and effect of this Agreement, any dispute arising out of this Agreement, or the services provided under this Agreement. If an arbitrator does not have jurisdiction, a claim cannot be arbitrated as a matter of law, or if there is an appeal from or relating to an arbitration, then the parties agree to the jurisdiction and venue of the courts in Montgomery County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania in Philadelphia.

5.3. Waivers. Both the Client and Nectar hereby irrevocably waive their respective rights to trial by jury on any action, proceeding, or counterclaim, whether at law or in equity, brought by either the Client or Nectar. No arbitration or action under this Agreement shall include, by consolidation, joinder, or any other manner, any claim by any person or entity in privity with or claiming through or on behalf of either the Client or Nectar. Neither the Client nor Nectar shall arbitrate or litigate as a representative of or on behalf of any other person or entity, any dispute, controversy, or claim of any kind arising out of or relating to this Agreement, the Client’s or Nectar’s respective rights and obligations, or any other claims or causes of action relating to the Client’s or Nectar’s performance under this Agreement.

5.4. Client’s Failure to Pay Fees. If the Client fails to comply with its payment obligations under this Agreement, the Client agrees to indemnify Nectar for all reasonable expenses related to Nectar’s efforts to collect payment due to it from the Client under the terms of this Agreement, including but not limited to reasonable attorney’s fees and court costs, whether or not any legal action or arbitration proceeding commences as a result of the Client’s failure to comply with its payment obligations under this Agreement.

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6.Other Provisions

6.1. This Agreement is a fully integrated contract and, as such, constitutes the entire agreement between the parties other than any applicable Statement of Work.  There are no other agreements, and no prior oral or written agreements are effective.

6.2. Any amendments or supplements to this Agreement and exhibits hereto are only valid if made in writing and signed by both parties.

6.3. A waiver of any provision of this Agreement is only valid if it is made in writing and signed by both parties.

6.4. If any provision of this Agreement is found to be invalid, the remaining provisions will continue to be in full force and effect. In such a case, to the extent it is necessary, the parties will undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purposes of the invalid provision.

6.5. Nectar shall perform the Services in any applicable Statement of Work as an independent contractor. Nectar is not Client’s agent, servant, or employee. Neither Client nor any of its Affiliates require Nectar to work exclusively for Client or such Client affiliate, and Nectar shall be free from Client’s and its affiliates’ control and direction in the performance of the Services hereunder.

6.5.1. Client is interested only in the results obtained. Client shall not combine its business operations in any way with Nectar’s business, but instead maintains such operations as separate and distinct. Nectar shall retain the right to perform services for others during the term of this Agreement.

6.5.2. Nectar is not eligible for and will not participate in any Client-sponsored benefits, including without limitation any pension, profit sharing, health, life, or other insurance coverage, or other fringe benefit plan. Nectar is not entitled to workers’ compensation coverage or benefits and is not entitled to unemployment compensation coverage or benefits.

6.5.3. Nectar shall furnish all necessary personnel, equipment, materials, supplies, expertise, and supervision reasonably necessary for the Services, except as set forth herein or in any Statement of Work.

6.6.Client agrees to refrain from soliciting Nectar’s employees for employment by Client or Client’s affiliates, subsidiaries, parents, partners, contractors, or other agents while this Agreement is in effect and for a period of one year after this Agreement has been terminated or is no longer in effect.

6.7. Notices. Any notices or other communications required to be sent or given under this Agreement by any Party shall be in writing and shall be deemed properly served if and when sent by email (to the email addresses indicated below) and (a)delivered by hand; or (b)delivered by Federal Express or other express overnight delivery service or registered or certified mail, return receipt requested, to the Party at the addresses as set forth below, or at such other addresses as may be furnished in writing:

If to Nectar:

NectarAttn:  

Jason Landro

1224  Chesterfield Road

Haddonfield, NJ   08033

jason@thinknectar.com

If to Client:

Address listed in the SOW to the endorser

Or the primary client contact listed in the SOW via email.