Master Service Agreement

This Master Services Agreement (“MSA”) is made and entered into by and between You, , and Endai, a company having its principal place of business at 213 West 35th Street, New York, NY 10001 (“Consultant”), each, a “party” and collectively, the (“parties”) as of (the “Effective Date”).

In consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

Section 1 – Scope of Work
Consultant agrees that during the term of this Agreement, Consultant shall render services to Company as defined in one or more Project Work Orders duly executed by the parties hereto. Each Project Work Order and the relationship between Company and Consultant shall be governed by this agreement. Consultant shall perform the work using duly qualified personnel.

Section 2 – Compensation
Consultant agrees to provide a fee schedule payable for services rendered pursuant to this agreement on a project-­by-­project basis (individually, “Project Fees”) as part of a Project Work Order. Consultant shall not render services to Company until it receives a written notice accepting the Project Fees in the form of a Project Work Order duly executed by the parties hereto and incorporated herein by reference.

Section 3 – Expenses
Company agrees to reimburse Consultant for reasonable travel and materials expenses incurred in direct relation to Consultant’s rendering of services under this agreement.

Section 4 – Term and Termination
The term of this agreement shall run for a period of five (5) years from the Effective Date, and shall automatically renew for additional one (1) year terms unless either party gives written notice to the other of its election not to renew the agreement at least thirty (30) days before the agreement is set to expire.

Section 5 – Authorship and Intellectual Property
5.1. Except as provided in Section 5.2 below, all original works of authorship created hereunder (collectively, the “Client Data”) shall, from the inception of its creation, be considered “works-­made-­for-­hire” for Company within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.) and Company will own the copyright and all other rights in and to the work, including, without limitation, the exclusive right to use the Client Data for any purpose and in any medium, now known or devised in perpetuity and throughout the universe. If it is determined that any portion of the Client Data does not so qualify, then such Client Data, together with all rights in it, shall be deemed transferred to Company by this agreement. All such Client Data shall, from the inception of their creation, be entirely the property of Company, in perpetuity, or any persons deriving any rights or interests therefrom. Company shall have the right to make any changes to the Client Data, and to combine the Client data with other data, as Company desires, in its sole discretion.

5.2. Notwithstanding Section 5.1, above, Company acknowledges that as part of performing the services, Consultant personnel may utilize proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by the personnel of Consultant or its affiliates or by third parties under contract to Consultant to develop same, or which has been purchased by, or licensed to, Consultant (collectively, “Consultant Proprietary Intellectual Property”). Company agrees that Consultant Proprietary Intellectual Property is the sole property of Consultant (or its licensor) and that Consultant (or its licensor) will at all times retain sole and exclusive title to and ownership thereof.

Section 6 – Independent Consultant
In entering into this agreement and in providing services pursuant hereto, Consultant acknowledges that it has and shall have the status of independent Consultant and nothing herein contained shall contemplate or constitute Consultant as Company’s agent or employee. Consultant hereby acknowledges that it has no authority to bind Company in any manner. Company shall not be responsible for providing workers’ compensation insurance for Consultant. Furthermore, Company shall not withhold in respect of any state or federal income taxes on account of compensation paid to Consultant pursuant to this agreement. Consultant shall make all arrangements necessary for timely payment of all the foregoing on its own account.

Notwithstanding the foregoing, Company shall not, for a period of three (3) years following the termination of Company’s relationship with Consultant, either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit, contact or attempt to persuade any employee or contractor of Consultant to alter such customer’s or prospective customer’s relationship with the Company or to engage in employment or contractor relationship with the Company or any company competitive with the Consultant to perform services which can be performed by the Company in the ordinary course of its business. Company agrees that this limitation on its ability to solicit the Consultants employees and contractors is reasonably necessary to protect the Consultant’s legitimate business interests.

Section 7 – Confidential Information
(a) Company Information. Consultant agrees at all times during the term of its consultancy and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, and not to disclose to any person or entity without written authorization the Company, any Confidential Information of the Company. code, developments, inventions, processes, formulas, configurations, tooling, schematics, circuits, mask works, layouts, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information disclosed to me by the Company, either directly or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. In addition, “Confidential Information” shall include any information received in the capacity as an Independent Consultant working on behalf of the Company that is received by the Company from a third party subject to a Confidentiality agreement to which the Company is a party. Consultant further acknowledges that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Consultant. Consultant agrees that Confidential Information (including all intellectual property rights therein) is the Company’s exclusive property and shall not be copied or removed from Company’s premises except for Company business. At the end of Consultant’s engagement with the Company, Consultant shall return all copies of any Confidential Information to the Company.

(b) Former Client/Employer Information. Consultant agrees that it will not, during the Term or at any time in engagements with Company, improperly use or disclose any proprietary business information or trade secrets of any former client, employer, person or other third party with whom Consultant has an obligation or duty to keep such information or secrets confidential, if any, and that Consultant shall not bring onto the premises of the Company any unpublished document or proprietary business information belonging to any such client, employer, person or other third party unless consented to in writing by the party to which the obligation is owed.

(c) Third Party Information. Consultant acknowledges that the Company has received, and in the future will receive, from third parties their confidential or proprietary business information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees to hold all such confidential or proprietary business information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out its work for the Company, consistent with the Company’s agreement with such third party. Consultant shall not disclose to the Company, use in the Company’s business, or cause the Company to use, any information or material which is confidential to others and which the Company has not been authorized to use. Specifically, Consultant certifies that it has not disclosed to the Company any confidential or proprietary information belonging to prior clients, employers or other third parties and shall not disclose the same to the Company at any time, such confidential or proprietary information.

(d) Mutual Protection. Notwithstanding anything to the contrary contained herein, Company agrees to be bound to the same level of confidentiality as described in Section 7(a), (b), and (c) with regards to any information received by Company from Consultant.

Section 8 – Representations & Warranties/Indemnification
The parties hereto hereby warrant and represent that they (i) have the right to make and enter into this agreement and to perform all of the obligations contained herein, and that (ii) each party’s performance of said obligations shall not violate any law or infringe upon any rights of any party, including, without limitation, contractual rights. This agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, beneficiaries, estates, executors, personal representatives and legatees.

Consultant hereby represents and warrants that it shall enter into agreements with all its employees, and agents providing services to Consultant hereunder that will enable Consultant to convey all of the rights granted and conveyed hereunder. For the avoidance of doubt, Consultant shall obtain all rights necessary from any and all employees to comply with the provisions of this agreement.

Each party hereto (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party and its respective members, officers, directors, employees, and affiliates (each, an “Indemnified Party”) from and against any and all actions, damages, claims, liabilities, costs, expenses, and losses (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnified Party and the Indemnifying Party, between the Indemnified Party and any third party, or otherwise) brought against, incurred by, or paid by any of them at any time, in any way arising out of or relating to any breach by the Indemnifying Party of any representation, warranty, or covenant of the Indemnifying Party in this agreement. As a condition to the foregoing indemnity obligations, the Indemnified Party shall promptly notify the Indemnifying Party of any such claim, suit or other action; the Indemnifying Party shall control the defense or settlement of the action; and the Indemnified Party shall cooperate with all reasonable requests of the Indemnifying Party (at the expense of the Indemnifying Party) in defending or settling the action.

Section 9 – Notice
Any written notice to be given under this agreement will be deemed sufficiently served when sent via electronic mail or deposited in the United States mails in a sealed envelope with sufficient postage affixed, registered or certified, with return receipt requested and addressed to:

Endai Corporation

213 West 35th Street, 13th Floor

New York City, NY

10001

Either party may change its notice address upon written notice to the other as provided in this agreement.

Section 10 – Brand Immersion & Learning/Employee Discount
In order to encourage Consultant staff to engage in a direct customer relationship with Company for the purposes of customer and user experience and the brand experience, Company will provide the standard employee discount, or a discount promotional code for use on Company website for product and services to employees of Consultant.

Section 11 – Entire Agreement
This agreement constitutes the entire agreement between the parties hereto with respect to the subject of the agreement. This agreement supersedes all previous understandings and agreements between the parties, whether oral or written and may not be altered or amended in any manner except by a writing signed by the parties.

Section 12 – Waiver/Assignment
No waiver by either party of any breach hereof, or failure to insist upon the strict performance of any of the terms and conditions of this agreement, shall constitute a waiver of any preceding or succeeding breach or waiver of either party’s rights to later insist upon the strict performance of that or any other term or condition of this agreement. Neither party may assign or transfer this agreement or any of such party’s rights or obligations under this agreement, by operation of law or otherwise, without the prior written consent of the other party. Subject to the foregoing, this agreement shall be binding upon and shall inure to the benefit of the parties, their successors, legal representatives and assigns.

Section 13 – Governing Law
This agreement shall be construed and interpreted under the substantive laws of the State of New York, without regard to the choice of law provisions of any jurisdiction. The prevailing party in any dispute arising herein shall be entitled to recover reasonable attorneys’ fees and costs incurred in addition to its actual damages and other relief.

Any and all controversies, claims, demands or disputes between the parties arising out of or relating to the work covered by this Agreement or any subsequent Project Work Order, or the breach thereof, shall be settled by arbitration in accordance with the American Arbitration Association’s Commercial Arbitration Rules. Such arbitration hearings shall be held in New York City and judgment upon the award rendered may be entered in any Court having jurisdiction thereof. The Arbitrator(s) shall award the prevailing party in the arbitration its reasonable attorneys’ fees and costs from the non-‐prevailing party.

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this agreement to be executed by their duly authorized representatives.