IFT USER AGREEMENT


IFT USER AGREEMENT


WHEREAS, IFT is a company that provides various services to companies that desire to outsource various administrative, financial and other functions;

WHEREAS, Service Recipient desires to retain IFT for the purposes and to the extent stated herein;

NOW, THEREFORE, in consideration of the promises and covenants contained in this Agreement, the sufficiency of which is hereby acknowledged, IFT and Service Recipient hereby agree to the following Terms and Conditions.

Terms and Conditions

1. Term.

The term of this Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one (1) year (the “Initial Term”), unless earlier terminated in accordance with the Agreement. The Agreement shall be automatically renewed for successive one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless a party provides the other parties with written notice of its intention not to renew at least one (1) month prior to the end of the Initial Term or such subsequent Renewal Term, and in such case, the Agreement will terminate with respect to that party only.

2. Appointment of IFT.

The Service Recipient hereby retains IFT, and IFT hereby agrees to provide to the Service Recipient, certain administrative, operational, financial, management and support services (“Services”) for the operation of Service Recipient as set forth herein.

IFT shall provide only those Services (Exhibit A) as Service Recipient may request from time to time.

3. Services to be Provided.

IFT will provide, or arrange for the provision of, some or all of the services in Exhibit A to the Service Recipient, it being understood that IFT may be utilizing outside services and independent contractors to provide the services.


4. IFT Employees.

With respect to services relating to employees, IFT has entered into an agreement with ADP whereby all employees performing work for IFT clients shall become employees of ADP. The Service Recipient agrees that its employees as it may designate, and any future employees performing work for the Service Recipient, shall become employees of ADP. ADP shall be responsible for handling the employees’ compensation, employment taxes, workers’ compensation, unemployment insurance, and any fringe benefits that Service Recipient wishes to make available to them from the funds provided by the Service Recipient.

If the Service Recipient does not make the payments required under this Agreement, IFT shall have the right to immediately terminate the employees. The Service Recipient however shall have the right to hire those employees directly after their termination by ADP.


5. IFT Restrictions and Consultation Rights.

IFT shall provide the Services in compliance with all applicable federal, state and local laws, rules and regulations (“Laws”). If IFT, or any member of IFT, is instructed by Service Recipient to take any action or refrain from taking any action that is not in such compliance, to the extent such Person has knowledge of such non-compliance, such Person will promptly notify the Service Recipient of its judgment that such action would not comply with or would violate any such Laws or otherwise would not be permitted by such Governing Documents.

In performing its duties under the Agreement, each member of IFT (i) may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or not taken in reliance upon and in accordance with the advice or opinion of such persons as to matters that any member of IFT reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or not done in good faith, and (ii) shall be permitted to rely upon the direction of Service Recipient with respect to any approvals or authorizations that are required under this Agreement.

6. Compensation of IFT.

In consideration for the performance of the Services described herein, the Service Recipient shall pay IFT based on the Fee Schedule on a monthly basis (“Fees”). Each month, IFT shall provide Service Recipient with a report (the “Invoice”), accompanied with a calculation of the Fees owed to IFT.

The Fees shall be due and payable upon receipt by the Service Recipient of an Invoice. Any unpaid Fees after 10 calendar days will accrue additional late fees and penalties calculated at the rate of 1.5% per month, or any portion of a month, where Fees are outstanding.

Service Recipient shall be required to maintain a security deposit with IFT in an amount no less than the estimated out of pocket reimbursement for thirty (30) days of services, to be determined at the discretion of IFT. Service Recipient shall be notified if, at any time, additional security deposit is required and shall have five (5) days from notification to provide an additional security deposit to IFT or else services may be suspended or terminated at the discretion of IFT. Service Recipient may request the return of any excess security deposit on a quarterly basis and any excess security deposit, as determined by IFT, shall be returned to Service Recipient no later than ten (10) business days after the end of each calendar quarter. Upon termination of this Agreement, any security deposit will be applied to outstanding Fees and the remaining amount, if any, shall be returned to Service Recipient.

In addition to the other sums payable under this Agreement, Service Recipient shall pay, and hold IFT harmless against, all sales, use or other taxes, or other fees or assessments imposed by any law in connection with the provision of the Services, other than income, franchise or margin taxes measured by IFT’s net income or margin and other than any gross receipts or other privilege taxes imposed on IFT. IFT and Service Recipient shall cooperate with each other and use commercially reasonable efforts to assist the other in entering into such arrangements as the other may reasonably request in order to minimize, to the extent lawful and feasible, the payment or assessment of any taxes relating to the transactions contemplated by this Agreement.

Service Recipient may, within thirty (30) days after receipt of an Invoice provide written notice to IFT of its dispute of the Fees contained in the Invoice. If the disputed amount or any part thereof is ultimately determined to be an error or inaccurate, such amount or portion thereof shall be credited against future amounts due. Service Recipient shall have no right to dispute any payment of Fees, payments or charges after such thirty (30) day period and shall be deemed to have waived any claims or rights with respect to such amounts to the extent not disputed within such period.

7. Reimbursement of Expenses.

Service Recipient shall reimburse IFT for all expenses and out of pocket costs, along with a two percent (2%) processing fee, reasonably and necessarily incurred by IFT during the Term in furtherance of IFT’s services, including but not limited to reimbursement for payments to vendors or wiring of funds as directed by Service Recipient, travel, meals, accommodations, subscriptions, licenses and other items as required, upon submission to the Service Recipient of an itemized accounting of such expenses and costs.

8. Representations and Warranties.

(a) Service Recipient Representations. Service Recipient represents and warrants to IFT, as of the Effective Date, the follows:
(i) Organization; Requisite Power and Authority. Service Recipient (a) is validly existing and in good standing under the laws of the State of Delaware or other applicable jurisdiction of organization or formation, as the case may be, (b) has all requisite power and authority, and is duly authorized, to enter into this Agreement and to carry out the transactions contemplated hereby, and (c) is qualified to do business and in good standing in every jurisdiction where necessary to carry out its business and operations as required by applicable law.
(ii) Due Authorization. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by the Agreement have been duly authorized by all necessary action on the part of Service Recipient.
(iii) No Conflict. The execution, delivery and performance by Service Recipient of this Agreement and the consummation of the transactions contemplated by this Agreement do not (a) violate any provision of any law applicable to Service Recipient, or violate its Governing Documents or any order, judgment or decree of any court or other governmental authority binding on the Service Recipient; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract or agreement to which the Service Recipient is a party or by which its assets are bound; (c) result in or require the creation or imposition of any lien upon any of the Properties or assets of the Service Recipient or result in the acceleration of any indebtedness owed by the Service Recipient; (d) result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit material to the Service Recipient’s operations or any of its properties; or (e) require any approval of equity holders or any approval or consent of any person or entity under any contractual obligation or the Governing Documents of Service Recipient, except in the case of each of the foregoing clauses for such approvals or consents which have been obtained or are otherwise contemplated by the Agreement.
(iv) Binding Obligation. The Agreement has been duly executed and delivered by Service Recipient and is the legal, valid and binding obligation of Service Recipient, enforceable against it in accordance with its terms.
(b) IFT Representations. IFT represents and warrants to Service Recipient, as of the date hereof, as follows:
(i) Organization; Requisite Power and Authority; Qualification. IFT (a) is validly existing and in good standing under the laws of the state of Florida, (b) has all requisite power and authority, and is duly authorized, to enter into this Agreement and to carry out the transactions contemplated by this Agreement, including, in the case of IFT, providing the Services, and (c) is qualified to do business and in good standing in every jurisdiction where necessary to carry out its business and operations as required by applicable law.
(ii) Due Authorization. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by the Agreement have been duly authorized by all necessary action on the part of IFT.
(iii) No Conflict. The execution, delivery and performance by IFT of this Agreement, and the consummation of the transactions contemplated by this Agreement, including providing the Services, do not, (a) violate in any material respect, any provision of any law applicable to IFT, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract or agreement to which IFT is a party or by which its assets are bound; (c) result in or require the creation or imposition of any lien upon any of the properties or assets of IFT or result in the acceleration of any indebtedness owed by IFT; (d) result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit material to IFT’s operations or any of its properties.
(iv) Binding Obligation. This Agreement has been duly executed and delivered by IFT, and is the legal, valid and binding obligation of IFT and enforceable against IFT in accordance with its terms.
(v) Not an Affiliate. Neither IFT, any member of IFT, nor any individual associated with IFT or any member of IFT has been, is or will be an Affiliate of Service Recipient. For purposes hereof, "Affiliate" of a Service Recipient shall mean (a) a subsidiary or parent of Service Recipient, (ii) any other person directly or indirectly controlling, controlled by or under common control with Service Recipient, whether through ownership, by contract, arrangement or understanding or otherwise, which shall be presumed to exist if IFT or any member of IFT beneficially owns or has any interest in or to has any the equity of, profits from (other than through payment of fees hereunder) or voting power respecting such Service Recipient or vice versa, or (iii) any director, officer, general partner, limited partner, manager or other executive of or partner, member or joint venturer in Service Recipient.
(c) Separate Covenants. Notwithstanding anything in this Agreement to the contrary, for so long the Agreement is in effect, IFT shall:
(i) observe all corporate formalities and other formalities required by its Governing Documents or the laws of the State of Florida, and preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Florida Business Corporation Act;
(ii) not commingle its funds or assets with the funds or assets of Service Recipient;
(iii) maintain its books, records, financial statements and bank accounts separate from those of Service Recipient;
(iv) not hold itself out to be responsible for the debts of Service Recipient or hold out its credit as being available to satisfy the obligations of Service Recipient;
(vi) hold itself out to the public and identify itself as a legal entity separate and distinct from Service Recipient and not as a division or part of Service Recipient, (B) conduct its business solely in its own name, (C) hold its assets in its own name, and (D) correct any known misunderstanding regarding its separate identity;
(vii) allocate shared expenses (including, without limitation, shared office space) and use separate stationery, invoices and checks from that of Service Recipient (except to the extent IFT is permitted to act on behalf of Service Recipient pursuant to the terms of the Agreement);
(viii) pay its own liabilities from its own funds; and
The assets of Service Recipient have not been and will not be listed as assets on the financial statement of IFT. IFT and Service Recipient have maintained and will maintain their respective books, records, resolutions and agreements as official records
(d) Service Recipient Records; Audit Rights. At all times during the term of this Agreement, IFT shall maintain books of account, receipts, disbursements, permits and all other records relating to the Services performed hereunder (collectively, the “Records”). All accounting records shall be maintained in all material respects in accordance with generally accepted accounting principles. Service Recipient shall have the right, upon 30 days’ prior notice to IFT, and at reasonable times during usual business hours of IFT to, no more than twice per year, review and audit the Records; provided that such review and audit does not unreasonably interfere with the operations of IFT. Service Recipient shall bear all costs and expenses incurred in connection with any review or audit. IFT shall review and respond in a timely manner to any claims or inquiries made by Service Recipient regarding matters revealed by any such review or audit. Notwithstanding anything herein to the contrary, IFT shall not be obligated to disclose or make available to Service Recipient any information prohibited by law from being disclosed or restricted by contractual obligations of confidentiality.

9 Termination.

(a) Termination. The Agreement may be terminated by either party by providing thirty (30) days advance written notice of termination.
(b) Termination for Breach. Either Party may terminate the Agreement effective immediately upon written notice to the other Party for a material breach by the other Party of the Agreement that, if curable, remains uncured for 10 days after the non-breaching Party first gives writing notice to the other Party of such breach and its intent to terminate the Agreement if such breach is not cured.
(c) Return of Records. Upon the termination or expiration of this Agreement: (i) IFT shall, as promptly as reasonably possible, deliver to Service Recipient all of the Service Recipient’s Records and other books and records maintained by IFT on behalf of Service Recipient that does not constitute IFT Confidential Information and (ii) IFT will reasonably cooperate with Service Recipient, to cause an orderly and timely transition of the Services to a successor service provider.
(d) Termination Payment. Notwithstanding anything herein to the contrary, in the event of expiration or termination of this Agreement for any reason, each party shall pay to the other party any accrued but unpaid obligations of such party as of the date of termination or expiration including unpaid Fees, any open invoices, any outstanding Fees that were incurred by IFT on behalf of Service Recipient but have yet to be invoiced to Service Recipient, and remaining monthly Service Fees through the end of the Term of this Agreement.

10. Limitation of Liability; Indemnification.

(a) Limitation of IFT Liability. Notwithstanding IFT’s agreement to perform, or cause to be performed, the Services in accordance with the provisions hereof, Service Recipient acknowledges that performance by IFT or any other Person of the Services pursuant to the Agreement will not subject IFT, or its respective equity holders, directors, officers, members, agents or employees (each, a “Provider Party”) to any losses, liabilities, claims (including, without limitation, third party claims), demands, suits, causes of action, judgments, awards, damages, interest, fines, fees, penalties, costs and expenses (including, without limitation, all reasonable attorneys’ fees and other costs and expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity obligation under this Section 8) of whatsoever kind and nature (“Losses”) whatsoever, except as directly caused by (i) the gross negligence, willful misconduct, or actual fraud on the part of a Provider Party or (ii) any material breach of any covenant, representation or warranty of IFT hereunder; provided, however, if any of such Losses are covered by any insurance policy of Service Recipient (to the extent such insurance policy covers Service Recipient), the aggregate liability of such Provider Party with respect to such Losses shall be reduced by the amount recovered by the Service Recipient under such policy in respect of such Losses and in no event will IFT’s liability exceed the Fees received by IFT during the six (6) months preceding the date of the indemnification obligation hereunder.
(b) Service Recipient Indemnification. Except as specifically set forth in the Agreement, Service Recipient hereby agree to indemnify and hold harmless the IFT Parties from any and all Losses incurred by any of the IFT Parties arising from or relating to (i) the provision or use of any Service or product provided hereunder to the extent not directly caused by the gross negligence, willful misconduct, or actual fraud of a Provider Party or (ii) any material breach of any covenant, representation or warranty of Service Recipient hereunder.
(c) Exclusion of Damages; Disclaimers.
(i) No party shall be liable to any other party hereto under this Agreement for exemplary, punitive, consequential, special or incidental damages, or lost profits, provided that damages paid by a party to a third party shall be considered actual damages subject to indemnification.
(ii) IFT makes no express or implied warranty, guaranty or representation, including, without limitation, any express or implied warranty of fitness for particular purpose, suitability or merchantability regarding any equipment, materials, supplies or services acquired from vendors, suppliers or subcontractors. Service Recipient’s exclusive remedies with respect to equipment, materials, supplies or services obtained by IFT from vendors, suppliers and subcontractors shall be those under the vendor, supplier and subcontractor warranties, if any, and IFT’s only obligation, arising out of or in connection with any such warranty or breach thereof, shall be to use diligent efforts to enforce such warranties on behalf of Service Recipient, and Service Recipient shall have no other remedies against IFT with respect to equipment, materials, supplies or services obtained by IFT from its vendors, suppliers and subcontractors.
(d) Claims; Defense and Settlement.
(i) Whenever any claim arises for indemnification hereunder, the Indemnified Party shall promptly notify the Indemnifying Party of the claim and, when known, the facts constituting the basis for such claim, except that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, except as otherwise expressly provided in this Section 8, such notice shall specify, if known, the amount or an estimate of the amount of the losses asserted by such third party.
(ii) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party, the Indemnifying Party, may, upon notice to the Indemnified Person, assume the defense of any such claim or legal proceeding. Except with the written consent of the indemnified Person, the Indemnifying Party shall not consent to the entry of any judgment or settlement arising from any such claim or legal proceedings which, in each case, provides for any non-monetary relief or does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person of a release from all Losses in respect thereof, unless in the latter case the Indemnifying Party has actually paid to the indemnified Person the full amount of such judgment or settlement. Any indemnified Person shall be entitled to participate in (but not control) the defense of any such claim or litigation resulting therefrom. If the Indemnifying Party does not elect to control the litigation as provided above, the Indemnified Person may defend against such claim or litigation in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as such indemnified Person may deem appropriate, and the Indemnifying Party shall promptly reimburse the indemnified Person (subject to Section 8(a)) from time to time as such Losses are incurred. All indemnification hereunder shall be effected by payment of cash or delivery of a certified or official bank check in the amount of the indemnification Losses.
(iii) Except as provided above, all claims for Losses brought by third parties against Service Recipient (x) arising out of or in any way relating to the provision of Services hereunder and (y) not discharged by insurance required hereunder, shall only be settled or, with IFT’s concurrence, defended by IFT, at Service Recipient’s expense.
(e) The remedies of each party set forth in this Section 10 are the sole and exclusive remedies of the parties under this Agreement.

11. Insurance.

IFT shall obtain and maintain from insurers who are reliable and reasonably acceptable to Service Recipient and authorized to do business in the state or states or jurisdictions in which Services are to be performed by IFT or other Service provider, insurance coverages in the types and minimum limits as IFT reasonably determines to be appropriate and as is consistent with standard industry practice. IFT agrees upon Service Recipient’s reasonable request from time to time or at any time to provide Service Recipient with certificates of insurance and copies of such policies evidencing such insurance coverage. Except with respect to workers’ compensation coverage, the policies shall name Service Recipient as an additional insured and shall contain waivers by the insurers of any and all rights of subrogation to pursue any claims or causes of action against Service Recipient. IFT shall use commercially reasonable efforts to ensure that the policies shall provide that they will not be cancelled or reduced without giving Service Recipient at least 30 days’ prior written notice of such cancellation or reduction. IFT shall, at Service Recipient’ expense and as directed by Service Recipient from time to time, take reasonable steps to arrange for and obtain such additional insurance coverages as Service Recipient may reasonably request for the properties owned by Service Recipient.

12. Competition and Corporate Opportunities.
IFT and its affiliates are and shall be free to engage in any business activity whatsoever, including, without limitation, those that may be in direct competition with Service Recipient. The parties further understand and agree that IFT and its affiliates provide or may provide services similar to the Services provided hereunder to third parties. To the extent of any conflict of interest between the parties or their affiliates or in the event of any other corporate or business opportunity (including, without limitation, a corporate or business opportunity that might otherwise constitute, an asset acquisition opportunity), the parties agree that IFT and its affiliates may resolve any such conflict in a manner and on terms that it deems appropriate, in its sole discretion and without any further liability to Service Recipient or any other Person. Service Recipient hereby waives any interest with respect to any such matter to the same extent as if such matter had been presented to and rejected by Service Recipient and Service Recipient had then consented to IFT or any of IFT’s affiliates acting as IFT determines in its sole discretion.

13. Confidential Information.
(a) IFT acknowledges that it may receive Service Recipient’s Confidential Information, and Service Recipient acknowledges that it may receive IFT Confidential Information (collectively, and as further defined below in this Section 11(a), “Confidential Information”), the release of which would be damaging to the parties or persons with which the parties conduct business.
Each party shall hold in strict confidence any Confidential Information that such party receives from the other party, and each party shall not disclose such Confidential Information to any Person, or use such information for any purpose other than to perform the Services or as contemplated hereby, except for disclosures
(i) to comply with any Laws; provided, that, if permitted by applicable Law, a party must notify the other party promptly of any disclosure of Confidential Information which is required by Law, and any such disclosure of Confidential Information shall be to the minimum extent required by Law,
(ii) to affiliates, partners, members, stockholders, investors, directors, officers, employees, agents, attorneys, consultants, lenders, professional advisers or representatives of the party or its affiliates; provided, that such party shall be responsible for assuring such affiliates’, partners’, members’, stockholders’, investors’, directors’, officers’, employees’, agents’, attorneys’, consultants’, lenders’, professional advisers’ and representatives’ compliance with the terms hereof (and such party shall be liable for any non-compliance by such Persons as if such Persons were bound as a party hereto), except to the extent any such Person who is not an affiliate, partner, member, stockholder, director, officer or employee has agreed in writing addressed to the other party to be bound by customary undertakings with respect to confidential and proprietary information similar to this Section 11(a),
(iii) to Persons to which Service Recipient’s properties may be transferred, but only if the Recipient of such information have agreed to be bound by customary confidentiality and non-use undertakings similar to this Section 11(a),
(iv) of information that a party also has received from a source independent of the other party and that such party reasonably believes such source obtained such information without breach of any obligation of confidentiality to the other party or its affiliates,
(v) that have been or become independently developed by a party or its affiliates, or on their behalf without using any of the Confidential Information,
(vi) that are or become generally available to the public (other than as a result of a prohibited disclosure by such party or Persons for which such party is responsible for under clause (ii) above),
(vii) to third parties, with the consent of the Service Recipient, to the extent necessary for such third parties to provide the Services hereunder, or
(viii) to the extent the non-disclosing party shall have consented to such disclosure in writing.
The parties agree that breach of the provisions of this Section 11(a) by such party would cause irreparable injury to the other party for which monetary damages (or other remedy at Law) would be inadequate in view of (x) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a party to comply with such provisions, and (y) the uniqueness of the Services and the confidential nature of the Confidential Information. Accordingly, the parties agree that the provisions of this Section 11(a) may be enforced by either party by temporary or permanent injunction, specific performance or other equitable remedy and by any other rights or remedies that may be available at law or in equity.
The term “Confidential Information” shall include any information pertaining to the identity of the parties and the properties, which is not available to the public, whether written, oral, electronic, visual form or in any other media, including, such information that is proprietary, confidential or concerning the parties and the parties’ ownership and operation of the properties, provision of the Services, or related matters, including any actual or proposed operations or development project or strategies, other operations and business plans, actual or projected revenues and expenses, finances, contracts and books and records. Notwithstanding anything herein to the contrary, if a party has approved or been consulted with respect to any disclosures as required hereunder, the other party or its affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing party has approved or been consulted with respect to, as applicable.
(b) The parties acknowledge and agree that neither of the parties shall furnish or otherwise provide a copy of this Agreement (or any part hereof) to any Person (other than the parties and their affiliates, and their respective representative(s) and adviser(s)), unless (i) otherwise agreed in writing by both parties, (ii) required by applicable Laws (and if required by applicable Laws, a copy of the applicable portions of the Agreement shall be furnished only to the extent necessary to comply with such applicable Laws) and (iii) in compliance with clauses (i)-(viii) of this Section 13(a), as if the Agreement were Confidential Information.

14. Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, or mailed by certified or registered mail, postage prepaid, return receipt requested, or by nationally recognized courier providing guaranteed next day delivery, as follows:
If to IFT:

Industry FinTech Inc
20900 NE 30th Avenue
Suite 510
Aventura, FL 33180
Attn: Sandy Fliderman

If to Service Recipient:

address and contact listed in the Master Services Agreement or to such other person and address as either party may designate in writing.

15. Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, that Service Recipient may not assign its rights hereunder without the prior written consent of IFT, such consent not to be unreasonably withheld. Nothing herein shall be deemed to prohibit IFT from assigning its rights or subcontracting its obligations hereunder to third parties or delegating the performance of any Services hereunder to affiliates or third parties.

16. Jointly Drafted.
This Agreement shall be deemed drafted by both of the parties, and shall not be construed against either party on the basis of that party’s role in drafting the Agreement.

17. Further Assurances.
In connection with the Agreement, each party shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement.

18. No Third-Party Beneficiaries; Subsidiary Obligation.
Nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the parties that the Agreement shall not be construed as a third-party beneficiary contract.

19. Amendment.
This Agreement may be amended only by a writing signed by both ITF and both party against whom shall be effective unless it is in writing and signed by all parties hereto and no waiver of any provision of this Agreement, and no consent to any departure by any party hereto therefrom, shall be effective unless it is in writing and signed by the other parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

20. Unenforceability.
If any provision of this Agreement shall be deemed void or unenforceable by a court of competent jurisdiction, the remaining portions shall remain enforceable in accordance with their terms.

21. Governing Law, Venue and Service.

(a)This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to principles of conflicts of laws.

(b) Each of IFT and Service Recipient (i) submits itself to the exclusive jurisdiction of the state and federal courts sitting in Broward County, Florida, (ii) agrees and consents that service of process may be made upon it in any legal proceeding relating to the Agreement by any means allowed under Florida or federal law, and (iii) waives any objection that it may now or hereafter have to the venue of any such proceeding being in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

22. Waiver of Jury Trial.

BOTH PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH;

23. Entire Agreement.

This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein and supersedes any prior agreements, understandings, negotiations, and discussions, written or oral, relating thereto.

24. Counterparts.

The Agreement may be executed in any number of counterparts, all of which shall be construed together and shall constitute one and the same instrument. Facsimile or electronic signatures shall have the same legal effect as original signatures.

25. Force Majeure.
If IFT is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, the obligations of IFT shall be suspended during the continuance of the Force Majeure event. IFT shall use commercially reasonable diligence to remove the Force Majeure as reasonably promptly as practicable. For purposes of this section, the term “Force Majeure” shall mean an act of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, pandemics, hurricanes, lightning, fire, storm, flood or other act of nature, explosion, governmental action, governmental delay, restraint or inaction, unavailability of equipment or personnel, acts or omissions of employees of Service Recipient and any other cause, whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of the party claiming suspension; such term shall likewise include the inability of IFT to acquire, or delays on the part of IFT in acquiring at reasonable cost and by the exercise of reasonable diligence, servitudes, rights-of-way grants, permits, permissions, licenses, materials, personnel or supplies which are required to enable IFT to fulfill its obligations hereunder.

26. Headings. The headings are for the convenience of the parties only, and shall not be considered terms and conditions of this Agreement.


EXHIBIT A

IFT SERVICES

(i) Technology. Provide a platform of technology, including deal room, investor portal, reporting, dashboards, analytics and other systems, used to support and manage back office functions, compliance, governance, capital raising, investor management, accounting, bill pay and other functions used by Funds, SPVs, Family Offices, LPs and other types of entities.

(ii) Fund Administration. Provide support and assisting as a third party in preparing, for the Service Recipient, entity accounting, investor reporting, regulatory filings, cap tables reports, capital accounts and providing support for investor distributions and communication compliance reviews.


(iii) Investor Relations. Provide support and assistance as a third party in investor relations services, for the Service Recipient, including investor communications, managing investor onboarding, updating documents into the investor portals and providing general investor relationship support.

(iv) Outsourced Back Office Services. Carry out various day-to-day back office support services, as requested by the Service Recipient, including accounting, bookkeeping, document storage, communication, technology support, HR and human resource functions,(Note: to what extent is IFT prepared to provide HR functions?), reviews, regulatory and reporting functions and other services as requested by the Service Recipient, which may incur additional costs and expenses to the Service Recipient;

(v) HR Tracking. Provide tracking system for Service Recipient employees and contractors.

(vi) Corporate Administration. Maintain corporate documents and records for Service Recipient.

(vii) Books and Records. Supervise the establishment and maintenance of books and records;

(viii) Vendor Management. Manage or making recommendations with respect to the hiring of third-party vendors, including but not limited to professional firms such as law and accounting firms, service providers and technical, commercial, marketing and other independent experts, which may incur additional costs and expenses to the Service Recipient;

(ix) Outsourced Services. At the request of Service Recipient, recruit and retain employees to provide services reasonably required by Service Recipient for an additional fee to Service Recipient. Such employees shall be the employees of IFT, and IFT shall be responsible for the payment of their compensation, employment taxes, workers’ compensation, unemployment insurance, and any fringe benefits provide by IFT, and shall act at the direction and control of IFT. IFT may also hire one or more independent contractors to provide services for Service Recipient. The hiring, supervising and firing of IFT’s employees or independent contractors shall be at the sole discretion of IFT. In the event that Service Recipient, acting in good faith, is concerned that an IFT employee or independent contractor has failed to perform his or her duties, or has engaged in conduct injurious to the reputation of Service Recipient, Service Recipient may give written notice to IFT specifying the cause for concern and the parties agree to cooperate with each other to address any such issues. Service Recipient agrees to maintain a security deposit with IFT in an amount no less than the estimated out of pocket reimbursement for 30 days of services, as determined by IFT at its discretion. Service Recipient agrees to provide IFT the security deposit prior to the provision of services.

(x) Tax Preparation. Supervise the timely preparation and filing of all tax returns by the Service Recipient and all tax-related regulatory filings and reports;

(xi) Managed Bill Pay. Assist in the management of vendor invoices and bill pay functions, including but not limited to technology, work flow and approval processes, governance, compliance, best practices, vendor management, reporting and cash account management, which may require IFT to collect and hold Service Recipient funds in a IFT bank account (“Bill Pay Account”) for the purpose of effecting the payment of approved invoices, expenses and fees through a centralized IFT managed bill pay process.