Ecommerce Agreement Key Points

eCommerce Marketplace Services Agreement This eCommerce Marketplace Services agreement (this “Agreement”) is made as of the 10th day of July, *. BETWEEN: BEKO FOODS INC. (the “BF”); -and- TN ECOMMERCE CORPORATION (the “TNE”); collectively, the “Parties” and each a “Party” RECITALS WHEREAS, BF is engaged in the business of manufacturing and selling food products; AND WHEREAS, TNE specializes in designing, developing, and strategizing the execuSon of eCommerce marketplace sales channels; AND WHEREAS, BF desires to engage TNE to design, build, and execute its eCommerce marketplace sales channel strategy, and TNE desires to provide such services to BF, subject to the terms and condiSons set forth in this Agreement; NOW THEREFORE, in consideraSon of the mutual covenants and agreements contained herein, the parSes agree as follows: *. The Services. TNE agrees to design, build, and maintain the BF eCommerce marketplace sales strategy channel for the purposes of generaSng addiSonal sales for BF, in accordance with the following: a. An iniSal business & brand consultaSon; b. eCommerce Marketplace channel setup (i.e. providing strategic access to online marketplaces such as Amazon, Walmart, etc); c. CompeSSve research analysis (where applicable); d. ExecuSon to be completed within *-4 months of contract finalizaSon; e. Ongoing eCommerce marketplace management will be provided for the Term of the agreement; and f. Regular reporSng in a format to be mutually agreed by the ParSes. (collecSvely, the “Services”) BF acknowledges and agrees that in order for TNE to properly complete the Services, TNE will require branding alignment with BF and for BF to provide overall strategy approval in a Smely fashion. *. Out of Scope. The Services do not include the following: a. Digital MarkeSng (Amazon PPC Campaign Management) and other digital markeSng efforts (e.g., social media); eCommerce Marketplace Services Agreement b. Direct to consumer website management or other direct to consumer eTailers and marketplace engagements, unless agreed upon for future state; c. Any requests not falling under the outlined scope or not included in the original project plan; and d. Any financial investments from TNE. *. CompensaIon. The compensaSon payable to TNE from BF for the Services are based on the following: a. IniSal set up fee: ($*.* – waived); b. A commission of *% of the eCommerce Marketplace Gross $ Revenue1 ; and c. Any addiSonal, out of scope, services agreed to by the parSes pursuant to the Changes provision, below. (the “CompensaIon”)* The minimum CompensaSon payable to BF for the Term of the Agreement is $*,*.* (the “Minimum CompensaIon”). *. Exclusivity. TNE will be the sole provider, seller, and distributor of all eCommerce marketplace services and products for BF. For clarity, BF represents and warrants that it has not and will not distribute any of its products to any third party for the purposes of distribuSng such products on any eCommerce marketplace in contravenSon of this Agreement. *. Changes. The ParSes may agree to change the scope of Services during the Term of the Agreement. In such case the ParSes will work together in good faith to negoSate the change to the scope of work and compensaSon payable on account of such change. *. Payment Terms. On or about the last calendar day of each month, TNE will generate sales report(s) outlining the revenue generate on all eCommerce marketplace plaeorms BF is engaged in for the purposes of preparing its monthly invoice to BF. Within * business days following the generaSon of such reports, TNE will submit a digital invoice to BF on account of the CompensaSon payable. BF shall pay TNE within * calendar days from receipt thereof. Should BF fail to make payments as they become due under the terms of this Agreement, interest at the rate of *% per annum shall apply on such unpaid amounts unSl payment. *. Term. a. BF may terminate this Agreement for convenience at anySme by providing *-day noSce in wriSng to TNE. In such event, BF shall pay TNE for all CompensaSon and Services completed up to the effecSve terminaSon date. * Gross $ Revenue (also known as gross sales) is recorded, all income from a sale is accounted for on the income statement. There is no considera=on for any expenditures from any source. * Any variable costs charged directly by the eCommerce Marketplace provider is the sole responsibility of BF. Generally, these costs are taken directly by the eCommerce Marketplace provider from sales revenue. eCommerce Marketplace Services Agreement b. TNE may terminate the Agreement: (i) if BF fails to pay TNE’s invoices when due; (ii) if TNE is unable to get Smely informaSon from BF, provided such informaSon is necessary for compleSng the Services; or (iii) for convenience at anySme by providing *-day noSce in wriSng to BF, provided in such case the Minimum CompensaSon shall not apply. *. Miscellaneous terms. a. Any reference herein to dollars or $ means Canadian dollars, unless otherwise indicated. b. Each Party shall from Sme to Sme execute and deliver all further documents and instruments and do all things and acts as the other Party may reasonably request, required to effecSvely carry out or evidence the full intent and meaning of this Agreement. c. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relaSonship between the ParSes. TNE shall be an independent contractor. TNE shall be free to uSlize their Sme, energy and skill in such manner that they deem advisable. d. This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. e. This Agreement consStutes the enSre agreement between the parSes and supersedes all prior agreements or understandings, whether wrijen or oral. f. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall conSnue in full force and effect. g. Notwithstanding any other provision of the Agreement, the total cumulaSve liability of TNE to BF shall not exceed the CompensaSon paid. h. The delivery of a noSce shall be by hand, by courier or by electronic mail during the transmission of which no indicaSon of failure of receipt is communicated to the sender. i. This Agreement may be executed in any number of counterparts; each of which when executed and delivered shall be deemed an original and all of which shall, when taken together, consStute this Agreement in its enSrely executed form. Notwithstanding the foregoing, this Agreement shall be immediately binding upon the ParSes without any amendment or markup once it is executed by the Subcontractor and returned to the Contractor. IN WITNESS WHEREOF the ParSes have duly executed this Agreement as of the date and year first wrijen above. TN ECOMMERCE CORPORATION BEKO FOODS INC. Per: Per: Anthony Salvador Co-Founder info@truenorthecommerce.ca Eskor Mbeko-Edem President/Owner bekofoodsinc@gmail.com I have the authority to bind this entity I have the authority to bind this entity

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