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MaxPRO Services Agreement

This Services Agreement (this “Agreement”) is by and between (“Athlete”) and Max International (“Brand”). This Agreement includes this cover page and the attached Exhibit A which sets forth the terms and conditions (the “Terms and Conditions”) under which Athlete will create and/or post certain content.

Content: Athlete will create the content described below (the “Content”) in a diligent manner (the “Services”).

Content Info

Fee/Consideration and Payment Terms:

Brand will pay Athlete in the following manner in exchange for Services provided by Athlete (“Compensation”):

[_N/A ] Cash Only: $ USD.

Product Only:

Description of “Product”:

Brand will provide Athlete the Product in a cumulative value amount not to exceed during any compensation period, as measured by the retail price of the Products supplied.

[X] Cash and Product:

Description of “Product”:

Brand will pay Athlete a scaling Commission based on total sales for Athlete’s Services, and Brand will provide Athlete the Product in a cumulative value amount not to exceed the stated number of products within the sales tier indicated during any compensation period. Products will be supplied based on availability of inventory at a given time period.

See Table Below:

MaxPRO Commissions

The MaxPRO Affiliate program offers the following scaling commission structure for the duration of the Contract.

* Pending Product Availability and number of total followers. Free initial product will be provided to members with at least 10K total followers up to $5K in sales. Any athlete who achieves sales exceeding $5K will receive a free product(s) as indicated in the table.

Free products are provided monthly pending availability and applicable sales level to date within the Contract window:

Grant of Rights: Subject to the attached Terms, Athlete hereby grants Brand a fully paid up, non-exclusive right and license during the Term within the Territory to use the Athlete’s name, nickname, voice, photograph and likeness (the “Athlete Identification”) in connection with the advertisement, promotion, and sale of the Product as well as the right to use such property on the Product and related packaging. Athlete and Brand will mutually agree in writing to the form and content of any materials and/or social media posts involving the Product or the Athlete prior to distribution of such content by the Athlete, with respect to the Product, or the Brand, with respect to the Athlete.

TERMINATION

(a) Termination by Athlete. Athlete may terminate the Agreement or any Service (i) if Brand materially breaches this Agreement and fails to cure such breach upon 30 days prior written notice to Brand, or (ii) if Brand is adjudicated insolvent, declares bankruptcy, or fails to continue its business of selling the Product.

(b) Termination by Brand. Brand may terminate the Agreement or any Service upon 30 days prior written notice to Athlete or his or her legal representative in the event that Athlete does any of the following: (i) materially breaches this Agreement and fails to cure such breach upon 30 days prior written notice to Athlete; (ii) engages in illegal, immoral, or criminal conduct; (iii) misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; (iv) engages in conduct contrary to the best interests of Brand; (v) engages in conduct that offends the sensitivities of a significant portion of the population; (vi) engages in conduct that could bring Athlete or Brand into public disrepute; or (vii) retires, dies, or is suspended or takes a leave of absence from professional competition because of alcohol or drug use or psychological/physiological problems.

(c) Termination for Convenience. During the period of 14 days from the Effective Date, either Party may terminate the Agreement without penalty or further obligation by providing written notice to the other Party (the “Grace Period”); provided, Brand will pay to Athlete the pro-rated Compensation for Services rendered by Athlete. Following the conclusion of the Grace Period, either Party may terminate the Agreement upon 60 days’ written notice to the other Party in the event of a breach of any provision of the Agreement by the other Party, provided that, the breaching Party fails to cure such breach within thirty (30) days following the breach.

(d) Post-Termination Obligations.

Athlete agrees that Brand will, for a period of 12 months following the effective date of termination, have the right but not the obligation, to continue to market and sell the Products bearing the Athlete Identification that were manufactured or ordered prior to the effective date of termination. In the event of termination of the Agreement (a) by Athlete or (b) by Brand based on a breach of any provision by Athlete or pursuant to this Section, Brand is hereby relieved of any further payment obligations to Athlete.

PAYMENT. Athlete may be entitled to reimbursement for performance-related expenses (e.g., hiring of outside coach, physical therapy, travel, filming) incurred by Athlete in connection with his or her performance under this Agreement, as pre-approved by Brand in writing in each instance (collectively, “Approved Expenses”). Brand will reimburse Athlete within thirty (30) days of receipt of invoice and adequate substantiation of all Approved Expenses. “Contract Year” means each consecutive twelve month period during the Term beginning on the Effective Date; provided, that, the first Contract Year will be the period beginning on the Effective Date and continuing through the following December 31.
REPRESENTATIONS, WARRANTIES AND INDEMNITY

(a) Athlete represents and warrants that he has not granted nor will he grant to any other party any right, permission, or license to use the Athlete Identification in connection with the advertisement, sale, or promotion of the Product or in connection with products that are identical or substantially similar to the Product.

(b) Athlete further represents and warrants that he or she has not misrepresented or concealed anything with respect to his background that may have a prejudicial effect on the value of the endorsement, that he is in good health and does not plan to retire during the Term of the Agreement, and that he has not engaged nor will he engage during the Term of the Agreement in any activity (criminal or otherwise) that could potentially have a negative impact on the Product.

(c) Brand agrees to defend, indemnify, and hold Athlete harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Athlete based on the manufacture or sale of the Product including, but not limited to, actions founded on product liability.

(d) Athlete agrees to defend, indemnify, and hold Brand, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Brand based on a breach by Athlete of any representation or warranty made in the Agreement or with respect to any third-party claims for infringement involving the use of the Athlete Identification by Brand.

CONFIDENTIALITY.

All terms of this Agreement are confidential, and neither party will disclose any term hereof without the prior written consent of the other party, unless disclosure is required by law. Athlete may receive confidential information owned by Brand, including, but not limited to, information relating to Brand, Products (including prototype products) and its marketing plans and strategies, and Athlete will not disclose such confidential information to any third party. Notwithstanding the foregoing: (i) either party may disclose these terms with such party's professional, financial and similar advisors provided such other persons or firms agree not to disclose such information to any third party; (ii) Brand will have the right to disclose the terms of this Agreement to any of its affiliates, partners, distributors, manufacturers and/or licensees.

BRAND GEAR AND PRODUCTS FOR ATHLETE’S USE

(a) Athlete will actively promote the Brand’s Products and brand by wearing and/or using Brand Gear. Athlete will not sell or distribute (nor will Athlete permit any third party to sell or distribute) any Brand Gear provided to Athlete in connection with this Agreement. “Brand Gear” means any products (other than Products) that feature any of the Brand trademarks, including but not limited to, apparel, helmets, accessories, footwear, headwear, water bottles, bags and paint applications, provided by Brand.

(b) During the Term, except in the event of a cash only transaction, Brand will supply Athlete, at no charge, such amounts of Product as Athlete may reasonably request for his or her own personal use or as mutually agreed upon with Brand for distribution in connection with charitable events supported by Athlete.

MISCELLANEOUS

Neither Party may assign this Agreement or its rights and obligations without the prior written approval of the other Party. This Agreement creates an independent contractor relationship, and neither party will have power to obligate the other party in any manner, and Athlete will not be considered an employee or agent of Brand or any of its affiliates. Neither party will be responsible for any delay or failure to perform any of its obligations under this Agreement (other than any compensation obligations) to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, labor unrest, riot, embargo, act of terrorism, act of governmental, civil or military authority, accident, inability to obtain raw materials or supplies of the Product, acts or omissions of carriers, act of God, or other such contingencies beyond its control. Each party will (and will cause its officers, directors, shareholders, members, employees, and agents to) refrain from directly or indirectly, through any means of oral, written, electronic or other communication, making, publishing, or repeating any statement or information regarding the other party which is reasonably likely to damage the reputation of such other party or which may otherwise cast them in an unfavorable light or subject them to public disrespect, scandal or ridicule. Any notice required to be given pursuant to this Agreement will be in writing and mailed to a Party at such address as is designated in writing by certified or registered mail, return receipt requested, or delivered by a national overnight express service.

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September 7, 2023 12:49 am MDT

Iconsource Contract Uploaded by Jason Pace - [email protected] IP 50.252.131.89