HONEST ABE HOME IMPROVEMENTS

LICENSE AND DISTRIBUTION AGREEMENT

BETWEEN

HONEST ABE HOME IMPROVEMENTS (“THE COMPANY”)

AND

___________________________________(“THE DISTRIBUTOR”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Distributor (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

RECITALS

1. Company is engaged in the business of full-service plumbing, boiler services, heating & cooling, home improvement and home remodeling.
2. Distributor wishes to distribute and sell certain of the Company Products in the Territory per the terms of this Agreement.
3. Company hereby appoints Distributor, and Distributor hereby such appointment, as a distributor of the Company’s Products within the Territory.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Definitions. The following terms shall have the meanings set forth below:

Term: This agreement shall be valid from ____________until ______________.

Grant of Licenses and Distribution Rights.

License: During the Term of this Agreement, Company hereby grants to Distributor a non-exclusive, non-transferable, limited license to use the Company’s technology. Distributor shall be authorized and required to use the technology in connection with Distributor’s duties herein within the Territory, and shall cause each of its employees, consultants, representatives, and agents (“Distributor’s Representatives”) to use the technology in a manner consistent with this Agreement.

Distribution: Company grants to the Distributor the right throughout the Territory to promote, market, use, display, and distribute the Company Products, and provide services using Company Products. During the term of this Agreement, Distributor shall have the right to indicate to the public that it is an authorized Distributor of Company’s Products.

License Fee. Distributor shall pay to the Company $_______________as a license fee (“Initial License Fee”). Such Initial License Fee shall be deemed fully earned upon receipt and non-refundable.

General Duties. Distributor shall use commercially reasonable efforts to promote the Products and maximize the sale of the Products in the Territory. Distributor shall also provide reasonable assistance to Company in promotional activities of Company concerning the Products. Distributor shall also provide reasonable “after-sale” support to Product purchasers and generally perform such sales-related activities as are reasonable to promote the Products and the goodwill of the Company in the Territory. Distributor shall not have the authority to make any commitments whatsoever on behalf of Company.

Disclaimer. Any current franchisee of the Honest Abe Roofing franchise system that wishes to convert a Upwire Corp. will supply legal protection and dissolution of their current franchise agreements.

Infringement Notice. Distributor shall give prompt written notice to Company upon actual discovery thereof by Distributor of any potential infringement of or potential conflict with the Intellectual Property by any person or entity, and Company shall take such steps as it deems necessary to protect the Intellectual Property.

Conflict of Interest. Distributor warrants to Company that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, Distributor shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Company’s judgment, compete with the Products covered by this Agreement. Distributor shall provide Company with a list of the companies and products that it currently represents and shall notify Company in writing of any new companies and products at such time as its promotion of those new companies and products commence.

Risk. For all shipments of Products, Distributor shall pay all transportation charges, including freight and insurance costs from the FOB Point to its warehouse. Possession of and title to all Products ordered hereunder shall be deemed to pass to Distributor upon delivery to the common carrier at the FOB Point. Distributor shall thereupon assume all risk of loss or damage with respect to such Products save and except to the extent of the warranties set forth herein.

Product Warranty. Any warranty for the Products shall run directly from Distributor to the purchaser of theProducts. Pursuant to any such warranty, the purchaser shall contact Distributor directly to make arrangements for repair, return, or replacement of any allegedly defective Products. Distributor shall have sole authority to deal with customers regarding any such warrantable repairs, returns, or replacement. Upon receipt of any such warrantable products, Distributor shall separately contact Company to arrange for return or credit for these defective products. In no event shall Distributor make any representation, guarantee, or warranty concerning the Products except as expressly authorized by Company.

Fulfillment. Except as otherwise expressly set forth herein, Distributor will be solely responsible for all fulfillment services related to the sale and servicing of the Products including, without limitation, receipt and processing of customer purchase orders, product warehousing, customer shipping, customer installation, customer billing and collection, and customer training.

Product Availability. Company shall use its best efforts in filling orders submitted by Distributor in a reasonable and timely fashion. Company shall immediately notify Distributor of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that Distributor may fairly represent this information to existing or potential customer.

Expense of Doing Business. Distributor shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement.

Advising of Changes. Distributor shall promptly advise Company of any changes in Distributor’s status, organization, personnel, and similar matters; any changes in the key personnel, organization, and status of any major customers of Company in the Territory; and any political, financial, legislative, industrial, or other events in the Territory that could affect the mutual business interests of Distributor and Company, whether harmful or beneficial.

Books and Records. Distributor shall maintain and make available to Company accurate books, records, and accounts relating to the business of Distributor with respect to the Products.

New Developments. Company shall inform Distributor of any new product developments that are competitive with the Products and other market information and competitive information as discovered from time to time.

Limitation on Liability. In the event of termination by either Party in accordance with any provisions of this Agreement, neither Party shall be liable to the other, because of termination, for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investment, leases or commitments in connection with the business or goodwill of Company or Distributor. Company’s sole liability under the terms of this Agreement shall be for any unpaid commissions if applicable.

Repackaging and Relabeling. Distributor shall not repackage or relabel any Products or remove or in any manner deface any codes or markings on Company’s packages or containers without Company’s prior written approval. Distributor shall promptly notify Company of any such actions undertaken by any person or entity which comes to Distributor’s attention.

Export Law. Distributor acknowledges and agrees that the Products may be subject to export restrictions and controls. Distributor agrees and certifies that neither the Products nor any component thereof is being or will be acquired, shipped, transferred, exported, or re-exported, directly or indirectly, into any country prohibited by export restrictions and controls. Distributor bears all responsibility for export law compliance.

Injunctive Relief. Distributor acknowledges that any breach or threatened breach of any provision of this Agreement will cause Company irreparable injury and damage and that, in addition to any other rights or remedies available to Company at law or in equity, Company may proceed against Distributor for temporary, preliminary and/or permanent injunctive relief through appropriate proceedings.

Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage. No Party shall be liable for any incidental, consequential or special damages or any other indirect losses or damages arising out of this Agreement,

Independent Contractor. The relationship of the parties hereto is that of an independent Contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby.

Non-assignment. Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.

Confidentiality. All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.

No disparagement. Distributor covenants and agrees that the Distributor Parties shall not during the Term, directly or indirectly, say or do anything disparaging about, or take any action injurious to the business interests or reputation of the Company Parties, including, without limitation, any disparagement of any of their products or services. Distributor covenants and agrees that the Distributor Parties shall not during the Term encourage, assist or induce others to say or do anything disparaging about, or take any action injurious to the business interests or reputation of the Company Parties, including, without limitation, any disparagement of any of their products or services. Company covenants and agrees that the Company Parties shall not during the Term, directly or indirectly, say or do anything disparaging about, or take any action injurious to the business interests or reputation of the Distributor Parties, including, without limitation, any disparagement of any of their products or services. Company covenants and agrees that the Company Parties shall not during the Term encourage, assist or induce others to say or do anything disparaging about, or take any action injurious to the business interests or reputation of the Distributor Parties, including, without limitation, any disparagement of any of their products or services.

Force Majeure. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action and terrorist acts.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

Termination:

• Either Party may terminate this Agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the Contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

Dispute resolution. Parties agree to settle disputes under this Agreement through (select one)

☐Negotiation                                       ☐Mediation                                   ☐Arbitration                                      ☐Litigation

Court Costs and Attorneys’ Fees. In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Parties acknowledgments. The Parties acknowledge that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. In addition, they acknowledge that they have the capacity to contract and enter into this Agreement and that further, they have entered into this Agreement freely and voluntarily.

General provisions

• This Agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
• Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
• This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
• The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This agreement shall be governed in all respects by the courts and the laws of Maryland without regard to its conflict of law provisions.
• Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

• COMPANY: 11438 Cronridge Dr. Suite H Owings Mills, MD 21117

• DISTRIBUTOR: ________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.