DIGITAL EATS, INC. D/B/A CATAPULT

Fulfillment Kitchen Services Agreement

PLEASE READ THIS FULFILLMENT KITCHEN SERVICES AGREEMENT (TOGETHER WITH ALL ORDER FORMS (AS DEFINED BELOW) AND ANY SPECIFICATIONS (AS DEFINED BELOW), THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY DIGITAL EATS, INC. D/B/A CATAPULT (“CATAPULT”). BY ACCEPTING THIS AGREEMENT, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR USING CATAPULT’S SERVICES, YOU (“SERVICE PROVIDER”) AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF SERVICE PROVIDER DOES NOT AGREE TO ALL OF THIS AGREEMENT, DO NOT USE OR ACCESS CATAPULT’S SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS AND ON BEHALF OF SERVICE PROVIDER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. SERVICE PROVIDER’S SERVICES

1.1 Order Forms. This Agreement may be implemented through one or more written order forms (each, an “Order Form”). Any change to the terms of this Agreement within an Order Form will apply only to the Services (as defined below) described therein.

1.2 Kitchen and Food Preparation Services. Service Provider agrees to provide certain commercial cooking, baking, and food preparation and packaging services (the “Services”) to cook, bake, prepare, and package Catapult’s proprietary menu items (“Menu Items”) offered under and in connection with the various restaurant and digital food brands owned and developed by Catapult (the “Brands”) according to each Menu Item’s written directions, instructions, standards, and specifications (the “Specifications”) provided to Service Provider by Catapult, which may from time to time be amended or updated by Catapult in its sole discretion. Service Provider shall only provide the Services with respect to those Brands elected by Service Provider as set forth in an applicable Order Form. As may be further set forth in the Specifications for an applicable Menu Item, Catapult may provide Service Provider with certain, specified ingredients necessary to cook and prepare such Menu Item (the, “Specified Ingredients”). For the avoidance of doubt, Catapult shall have no obligation to provide any Specified Ingredients to Service Provider. To the extent Catapult does provide any Specified Ingredients, Service Provider shall be required to use such Specified Ingredients in cooking and preparing the applicable Menu Item. Service Provider shall provide the Services with respect to Catapult’s Menu Items using only those ingredients, including without limitation any Specified Ingredients (if applicable), designated by Catapult in the Specifications. Service Provider shall not use any ingredient or method for cooking, baking, preparing, or packaging Catapult’s Menu Items, except for as designated in Catapult’s Specifications or otherwise approved in writing by Catapult. Other than the Specified Ingredients (if any), Service Provider shall be responsible for purchasing or obtaining, at Service Provider’s sole cost, any and all ingredients designated in the Specifications. Service Provider acknowledges and agrees that Catapult shall have no obligation to take any orders from any customers until Service Provider has purchased or obtained, to Catapult’s satisfaction, all such ingredients designated in the Specifications.

1.3 Packaging Menu Items. Service Provider shall only package finished Menu Items for delivery to Catapult’s customers in packaging designated in the Specifications or otherwise approved by Catapult in writing. Service Provider shall not use or display any trademark, service mark, trade name, logo, or other indicia or origin on any packages of finished Menu Items except for the Trademark(s) (as defined below) used in connection with the Brand to which the packaged Menu Item(s) belong, including without limitation any of Service Provider’s own trademarks, service marks, trade names, logos, or other indicia of origin.

1.4 Ingredients; Minimum Inventory. Service Provider shall provide the Services using only the ingredients required to prepare the Menu Items consistent with the Specifications. Solely to the extent Catapult is required to provide Specified Ingredients to Service Provider as set forth in Section 1.2 above, Catapult shall provide such Specified Ingredients to Service Provider as needed for Service Provider to maintain sufficient inventory to timely fill all orders received by Catapult through the third-party delivery services. At all times, it shall be Service Provider’s responsibility and obligation to diligently monitor Service Provider’s total inventory of Specified Ingredients and timely notify Catapult of Service Provider’s needs for additional or replacement Specified Ingredients sufficient to maintain the minimum inventory required under this Section.

1.5 Hardware. Service Provider acknowledges and agrees that, unless Service Provider has elected to rent or purchase Hardware (as defined in an applicable Order Form) from Catapult as expressly set forth in an applicable Order Form, Service Provider shall be solely responsible for obtaining and maintaining any equipment or other hardware, including without limitation any computer tablet or printer, necessary to receive and monitor orders for Menu Items from Catapult customers through third-party delivery services. Catapult shall have no responsibility for any such hardware provided by Service Provider. With respect to Hardware rented through Catapult (“Leased Equipment”), the following additional terms apply to Service Provider as lessee (“Lessee”):

(a) Title. Lessee shall have no interest in the Leased Equipment other than the rights acquired as a lessee hereunder. All documents of title shall remain with Catapult. Lessee shall not change or remove any insignia or lettering which is on the Leased Equipment at the time of delivery thereof. Catapult is hereby authorized by Lessee, to cause a lease, or any statement or other instrument in respect thereof showing the interest of Catapult in the Leased Equipment, including, without limitation, Uniform Commercial Code Financing Statements, to be filed or recorded and re-filed and re-recorded, and Lessee agrees that Catapult shall effect such filing and recording in accordance with local recording acts. Lessee agrees to execute and deliver any statement or instrument requested by Catapult for such purpose.

(b) Care and Use of Leased Equipment. Leased Equipment shall be used solely to receive and monitor orders for Menu Items from Catapult customers through third-party delivery providers, and for no other purpose. Lessee shall maintain the Leased Equipment in the same operating condition, repair, and appearance as exists on the date shipped to Lessee, and protect the same from deterioration, other than normal wear and tear, shall use the Leased Equipment in a manner contemplated by the Agreement; shall comply with all laws, ordinances, regulations, requirements and rules with respect to the use, maintenance and operation of the Leased Equipment; shall not make any modification, alteration or addition to the Leased Equipment without the prior written consent of Catapult.

(c) Loss or Destruction of the Leased Equipment. Lessee hereby assumes all risks of loss or damage to the Leased Equipment however the same may be caused. Lessee shall immediately notify Catapult of any loss or any substantial damage to any Leased Equipment.

(d) Delivery and Return of Leased Equipment. Upon termination of this Agreement, Lessee shall, pursuant to Catapult’s instructions and at Lessee’s expense, deliver the Leased Equipment, properly packed and crated for shipment, to such a place as Catapult shall designate. Such Leased Equipment shall be in the condition required to be maintained hereunder and Lessee shall be responsible for any repairs or replacements necessary in order to bring the Leased Equipment to such condition. Lessee shall return any Leased Equipment to Catapult within ten (10) days of the date of termination or expiration of this Agreement. If any Leased Equipment is not returned in accordance with the foregoing sentence, Catapult may charge Lessee for the full cost of any unreturned Leased Equipment, and Lessee hereby authorizes Catapult to charge Service Provider’s chosen payment method (“Payment Method”) for such cost.

1.6 Third Party Delivery Services. Service Provider shall establish and maintain a system for making finished and properly packaged Menu Items easily accessible and identifiable to third-party delivery services’ delivery contractors, including without limitation communicating directly with third-party delivery services’ delivery drivers to the extent necessary to identify the commercial kitchen facility as set forth in an applicable Order Form (the “Location”) as the place of pick-up for Catapult’s Menu Items. At all times during the Term (as defined below), Service Provider shall cooperate with Catapult and take all action that Catapult or its counsel deems necessary to comply with the terms and provisions of Catapult’s agreements with third-party delivery services, including without limitation minimum hours of operation or promptly responding to any calls, emails, or other communications from Catapult relating to the third-party delivery services. Except insofar as Service Provider must communicate with third-party delivery services’ delivery drivers, as provided above, all agreements, contracts, communications, and/or arrangements with third-party delivery services shall be exclusively between Catapult and such third-party delivery services. Service Provider agrees that it shall not under any circumstances attempt to, or represent to any person that it has the authority to communicate to any third-party delivery service, or such any such services’ contractors or employees, in relation to Catapult’s Brands or Menu Items, or negotiate, amend, alter, or waive any agreement, contract, or arrangement, or any terms or provisions thereof, with any third-party delivery service. Catapult shall exclusively control, in its discretion, all aspects of the Brands’ and Menu Items’ listing on any third-party delivery service platform, including without limitation the Menu Items offered and pricing.

1.7 Minimum Services Provided Generally. Except as provided in Section 1.8 below, Service Provider shall provide the Services with respect to each of Catapult’s Brands and Menu Items during the days of operation and hours of operation, as set forth in an applicable Order Form (“Days of Operation” and “Hours of Operation”, as applicable), during each period of two calendar weeks (each, a “Service Period”) throughout the Term, unless otherwise agreed by Catapult in writing. Service Provider and Catapult may mutually agree, from time to time, that Service Provider may deviate from the Days of Operation and Hours of Operation agreed to in this Agreement; provided Service Provider shall in no event provide the Services for less than the Minimum Hours of Operation in any given calendar month during the Term. “Minimum Hours of Operation” shall mean the total Hours of Operation for a given calendar month, as set forth in an applicable Order Form, multiplied by 0.85. If Service Provider is unable to provide the Services on a calendar day designated as one of Service Provider’s Days of Operation, Service Provider shall provide Catapult prior written notice of such no less than three (3) calendar days before the day Service Provider is unable to provide the Services, which written notice shall include an explanation for why Service Provider is unable to provide the Services. If Service Provider timely provides Catapult with the written notice described above, Service Provider’s failure to provide the Services on the day designated in the notice shall not constitute a default or breach of this Agreement by Service Provider.

1.8 Minimum Services Provided During Initial Service Period. Notwithstanding the provisions of Section 1.7, Service Provider shall provide the Services during and throughout all of Service Provider’s business hours of operation, as set forth in an applicable Order Form (“All Business Hours of Operation”) during the thirty (30) day period beginning on the first day of Service Provider providing the Services (the “Initial Service Period”), regardless of the Days of Operation and Hours of Operation agreed to in an applicable Order Form, which shall take effect on the first day of the second Service Period in the Term.

2. PAYMENTS

2.1 Deposit. Service Provider shall pay Catapult the deposit set forth on an applicable Order Form (the “Deposit”). Service Provider hereby authorizes Catapult to charge Service Provider’s chosen payment method for the Deposit.

2.2 Hardware Fees. If set forth in an applicable Order Form, Service Provider hereby authorizes Catapult to charge Service Provider’s chosen Payment Method, and Service Provider agrees to pay (a) the Hardware Rental Fee on a monthly basis or (b) the Hardware Purchase Fee (as applicable), in each case, in U.S. dollars using such Payment Method. If Catapult does not receive payment from Service Provider, Service Provider agrees to pay any outstanding Hardware Rental Fee or Hardware Purchase Fee upon demand.

2.3 Payment Processor. Catapult shall use the third-party payment processor (the “Payment Processor”) set forth in an applicable Order Form to charge Service Provider’s chosen Payment Method for any fees payable to Catapult in connection with the Services. Catapult shall not be responsible for any error by, or other acts or omissions of, the Payment Processor.

2.4 Revenue Sharing Compensation. Catapult shall offer and sell the Menu Items by and through online and app-based third-party delivery services, such as DoorDash, Grubhub, UberEats, and the like, for prices set and established exclusively by Catapult in its sole discretion. In consideration for Service Provider’s provision of the Services, Catapult shall pay to Service Provider the revenue share set forth in an applicable Order Form (the “Revenue Share”). Catapult shall pay Service Provider its Revenue Share on a semimonthly basis throughout the Term.

2.5 Failure to Meet Minimums. If Service Provider fails to provide the Services during and throughout (a) All Business Hours of Operation in the Initial Service Period or (b) the entirety of the Minimum Service Period (as defined in an applicable Order Form), Catapult shall have the right, but not the obligation, to deduct from Service Provider’s next Revenue Share Payment or charge Service Provider (at Catapult’s sole discretion) the bona fide wholesale costs (as estimated by Catapult in its sole discretion) of any (i) bags, containers, and/or packaging and/or (ii) Specified Ingredients, in each of cases (i) and (ii), that have been provided to Service Provider by Catapult and have not been paid for by Service Provider.. If applicable, Service Provider hereby authorizes Catapult to charge Service Provider’s chosen Payment Method for such costs.

2.6 No Investment from Service Provider. Except as otherwise set forth in this Agreement, Service Provider shall not pay Catapult any money, transfer to Catapult any wealth, or otherwise be required under this Agreement to make any payments to Catapult outright. Service Provider shall in no event be required to make any substantial, unrecoverable investment for the benefit of Catapult or the Brands, except as may constitute Service Provider’s ordinary business expenses incurred in operating a commercial kitchen.

3. CATAPULT’S SERVICES

3.1 Access to Technology. Catapult hereby grants Service Provider a non-exclusive, limited license during the Term to use, solely for the purpose of providing the Services:

(a) Catapult’s confidential Specifications, as may be amended from time to time;

(b) Catapult’s training technology, which shares Catapult’s confidential Specifications;

(c) Catapult’s order-routing technology and order feed through its accounts with third-party delivery services; and

(d) Catapult’s technology aggregating orders received by Catapult across all third-party delivery service platforms through which Catapult offers its Brands and Menu Items, such that Service Provider may view orders from Catapult customer on a single platform ((a) through (d), collectively “Catapult Technology”);

3.2 Restrictions. Except as expressly permitted in this Agreement, Service Provider shall not directly or indirectly (i) use any of Catapult’s Confidential Information (as defined below) to create any service, software, documentation or data that is similar to any aspect of the Catapult Technology, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Catapult Technology, or the underlying ideas, algorithms or trade secrets therein, (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Catapult Technology in any service bureau arrangement or otherwise for the benefit of any third party, (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Catapult Technology, (v) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, or (vi) permit any third party to engage in any of the foregoing proscribed acts.

3.3 Initial Training. As further set forth in the Specifications, Catapult shall provide Service Provider with initial training in how to cook, bake, prepare, present, and package Catapult’s Menu Items for each Brand elected by Service Provider in an applicable Order Form (the “Initial Training”). Catapult shall conduct the Initial Training in any manner, as determined in its sole discretion, and at Catapult’s sole cost; provided however, Service Provider shall be responsible for any and all employee wages, if any, due to Service Provider’s own employees for time spent attending Initial Training. Service Provider shall designate at least two (2) individuals to be certified trainers (the “Certified Trainers”). Each of Service Provider’s Certified Trainers shall complete the Initial Training to Catapult’s satisfaction. The Certified Trainers shall provide ongoing training and assistance to Service Provider’s employees, including, for clarity, all of Service Provider’s kitchen staff, with respect to providing the Services consistent with Catapult’s Specifications, including without limitation any employees hired after the Initial Training. At all times, Service Provider shall not provide the Services unless at least one (1) Certified Trainer is present at the Location.

3.4 Additional Training. At any time during the Term, Catapult may determine, in its sole discretion, that Service Provider, or its designee(s), employees, or contractors who are providing the Service for or on behalf of Service Provider, require additional training. If Catapult so determines that additional training is necessary, Service Provider’s Certified Trainers must undergo additional training and complete such additional training to Catapult’s satisfaction. Catapult shall continually monitor and assess whether to require Service Provider to undergo additional training, or take other any other action in Catapult’s discretion and provided under this Agreement, by means set forth in the Specifications.

3.5 Third-Party Hardware and Software. Service Provider acknowledges and agrees that certain parts of Catapult’s services, including without limitation ordering and delivery services, may be provided or licensed by third parties and Service Provider is solely responsible for obtaining and complying with all licenses and terms applicable to the use of any such third-party hardware or software. Catapult has no responsibility for, and makes no representations or warranties regarding, such third-party hardware or software or Service Provider’s use thereof.

4. CONFIDENTIALITY, NONDISCLOSURE AND COVENANT NOT TO COMPETE

4.1 Confidential Information Defined. In the course of the providing the Services, Service Provider shall learn certain nonpublic, proprietary confidential information of Catapult (the “Confidential Information”), including without limitation any of the information, knowledge, trade secrets or know-how utilized or embraced by Catapult relating to or in connection with Catapult’s Menu Items, recipes, methods, processes, customers, employees, contractors, practices, books, records, manuals, training, Specifications, written directives and instructions, pricing paradigms, sources of supply, business plans, suppliers, business contacts, data relating to sales performance of any and all Catapult Menu Items or Brands, all communications between Service Provider and Catapult, which is disclosed to or acquired by Service Provider directly or indirectly from Catapult in the course of the parties’ business relationship, or the negotiation or development thereof, or any other materials or information made available to Service Provider by Catapult that is a) designated as confidential, b) known by Service Provider to be considered confidential by Catapult, or c) is by its nature inherently or reasonably considered confidential. Service Provider acknowledges Catapult’s exclusive ownership of the Confidential Information. Service Provider shall not, directly or indirectly, contest or impair Catapult or Catapult’s exclusive ownership of, and/or license with respect to, the Confidential Information.

4.2 Improvements to Confidential Information. If Service Provider or any of Service Provider’s employees, agents, consultants or contractors, develops improvements (as determined by Catapult) to the Confidential Information, Service Provider agrees and acknowledges that any such improvements shall be the sole and exclusive property of Catapult and be immediately deemed a part of and included among the Confidential Information. Service Provider hereby assigns and agrees to assign to Catapult all right, title and interest to all such improvements.

4.3 Confidentiality and Nondisclosure. During the Term, Catapult grants Service Provider a non-exclusive, non-sublicensable right and license to use the Confidential Information (the “Confidential Information License”) solely to the extent that such use is necessary for providing the Services to Catapult. Neither Service Provider nor any of Service Provider’s employees, contractors, officers, managers, shareholders, members, agents, representatives, successors, or assigns, shall at any time during the term of this Agreement or after this Agreement has expired or been terminated, communicate, disclose, or use any Confidential Information for Service Provider’s or such person’s benefit, or the benefit of any third party, nor will Service Provider directly or indirectly aid any third party to imitate, duplicate or “reverse engineer” any of the Confidential Information. Service Provider agrees to use and permit the use of Confidential Information solely in connection with providing the Services and shall not, without Catapult’s prior written consent, copy, duplicate, record or otherwise reproduce any Confidential Information. Confidential Information may be provided to employees, agents, consultants, and contractors only to the extent necessary to provide the Services. Prior to such disclosure of any Confidential Information each of such employees, agents, consultants and contractors shall a) be advised of the confidential and proprietary nature of the Confidential Information and b) agree in writing to be bound by the terms and conditions of this Section. Notwithstanding such agreement, Service Provider shall indemnify Catapult and Catapult’s Indemnitees (as defined below) from any damages, costs or expenses resulting from or related to any disclosure or use of Confidential Information by Service Provider or Service Provider’s agents, employees, consultants, and/or contractors. Service Provider agrees never to copy, duplicate, record or otherwise reproduce any of the Confidential Information, in whole or part, share it with any other third party individual or entity (except as provided herein), store it in a computer or other electronic format, or otherwise make it available to any third party by any other means whatsoever. In the event that Service Provider or any of Service Provider’s employees, agents, consultants or contractors receive notice of any request, demand, or order to transfer or disclose all or any portion of the Confidential Information, Service Provider shall immediately notify Catapult thereof, and shall fully cooperate with and assist Catapult in prohibiting or denying any such transfer or disclosure. Should such transfer or disclosure be required by a valid, final, non-appealable court order, Service Provider shall fully cooperate with and assist Catapult in protecting the confidentiality of the Confidential Information to the maximum extent permitted by law. Immediately upon any termination or expiration this Agreement, Service Provider shall return, or cause to be returned, the Confidential Information, including without limitation, that portion of the Confidential Information which consists of analyses, compilations, studies or other documents containing or referring to any part of the Confidential Information, prepared by Service Provider or any of Service Provider’s employees, agents, consultants or contractors, and all copies thereof. The Confidential Information License granted herein shall forever and immediately expire upon the termination or expiration of this Agreement.

4.4 Covenant Not to Compete. Service Provider acknowledges that the Confidential Information disclosed to Service Provider under this Agreement is highly valuable to Catapult, and Service Provider agrees that it shall not: (i) during the term of this Agreement, without providing fourteen (14) days’ prior written notice to Catapult, directly or indirectly, provide or lease services, equipment, or facilities to or for, or for the benefit of, or carry on, be engaged in or otherwise be concerned with or interested in any business providing, offering, or selling food items under or in connection with any virtual or digital brand or “ghost kitchen” concept, and (ii) for a period of one (1) year from the date of this Agreement’s termination or expiration, without the prior written consent of Catapult, directly or indirectly, provide or lease services, equipment, or facilities to or for, or for the benefit of, or carry on, be engaged in or otherwise be concerned with or interested in any business providing, offering, or selling any food items under or in connection with any virtual or digital brand or “ghost kitchen” concept that are the same as or substantially similar to those Menu Items for which Service Provider provided the Services at any time during the Term. Service Provider agrees to cause all persons to whom it has disclosed Confidential Information to execute a written covenant not to compete in a form prescribed by Catapult.

4.5 Non-Disparagement. Neither Service Provider nor any of Service Provider’s employees, contractors, officers, managers, agents, representatives, successors, or assigns, shall at any time during the Term of this Agreement or after this Agreement has expired or been terminated, shall disparage or otherwise speak or write negatively, directly or indirectly, of Catapult, or any of Catapult’s employees, directors, officers, agents, shareholders, successor or assigns, or any of the Brands or Menu Items, either existing nor or which may exist in the future, or take any other action that would, directly or indirectly, subject any of the foregoing to ridicule, scandal, reproach, scorn, or indignity, or which would negatively impact or injure the goodwill of the foregoing.

5. TRADEMARKS

5.1 License. Catapult grants Service Provider a limited non-exclusive, non-sublicensable, revocable right and license (the “Trademark License”) to use the Trademarks (as defined below) which are associated with the Brands expressly elected by Service Provider in an applicable Order Form. Catapult may revoke the Trademark License at any time during the Term, provided that the Trademark License shall forever and immediately expire upon the expiration or earlier termination of this Agreement. Service Provider shall only use the Trademarks as specifically provided in this Agreement, in connection with Menu Items prepared in accordance with Catapult’s Specifications, and/or as otherwise designated in writing by Catapult from time to time. Pursuant to the Trademark License, Service Provider agrees that it will: (a) Only use the Trademarks on bags, cups, boxes, containers, and other packaging that Catapult has approved for delivery of the Menu Items to Catapult customers and on signage, displays, or other advertising materials to be placed on or around the Location consistent with Catapult’s written instructions provided to Service Provider from time to time; (b) Not alter or change any portion of any of the Trademarks, except for the size when necessary to otherwise comply with this Agreement and/or Catapult’s written instructions provided to Service Provider from time to time; (c) Not use or display any of the Trademarks in way that tends to, or is likely to, portray, communicate, or create the impression that Service Provider is an affiliate, partner, franchisee, outlet, agent, or representative of Catapult or the Brands;

5.2 Ownership. Service Provider agrees and acknowledges that the trademarks, service marks, or other indicia of origin used in connection with, and symbolizing the goodwill associated with, Catapult’s Brands and the corresponding Menu Items, including without limitation those listed in Exhibit A to this Agreement (the “Trademarks”), and any variations thereof and future Trademarks that may be developed and licensed to Service Provider by Catapult in connection with this Agreement and the Services, are the sole and exclusive property of Catapult. Service Provider does not own, and agrees not to claim or assert any ownership over, any of the Trademarks. Any use of the Trademarks by Service Provider outside or in violation of the Trademark License granted hereunder shall constitute an infringement of Catapult’s intellectual property rights in and to the Trademarks. Service Provider shall not use any of the Trademarks as part of its corporate or other name. Service Provider shall comply with Catapult’s instructions, and shall execute any documents deemed necessary by Catapult, or its counsel, in filing and maintaining any requisite trade name or fictitious name registrations in connection with the Trademarks. Service Provider agrees to immediately notify Catapult of any (i) infringement of the Trademarks or challenge to the use of any of the Trademarks or (ii) claim by any person of any rights in or to any of the Trademarks. Service Provider shall not communicate with any person except Catapult or its counsel in connection with any such infringement, challenge or claim. Catapult, in its discretion, may take such action as Catapult deems appropriate, and shall exclusively control any litigation or proceeding arising from any infringement, challenge, or claim or otherwise relating to any of the Trademarks. Service Provider agrees to execute any and all instruments and documents, render such assistance and do such acts and things as may, in Catapult’s opinion or in the opinion of its counsel, be necessary or advisable in any such litigation or proceeding or to otherwise protect or maintain Catapult’s rights and interest in the Trademarks. Service Provider shall not assign, pledge, mortgage, or otherwise encumber its rights to use any of the Trademarks.

6. TERM

TERMINATION. 6.1 Term. This Agreement shall commence as of the Effective Date (as defined in an applicable Order Form) and shall continue thereafter for the term set forth in an applicable Order Form, unless sooner terminated pursuant to the terms of this Agreement (the “Term”). This Agreement shall automatically renew upon expiration of the Term, unless either party desires not to renew the Agreement and the non-renewing party provides written notice to the other party of the non-renewing party’s intent not to renew at least thirty (30) days prior to the expiration date of this Agreement.

6.2 Termination.

(a) Termination Without Cause. Subject to Section 6.3, either party may terminate this Agreement upon 30 days’ written notice without cause.

(b) Termination for Cause. Subject to Section 6.3, either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (i) Becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) Is dissolved or liquidated or takes any corporate action for such purpose; (iv) Makes a general assignment for the benefit of creditors; (v) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (vi) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fourteen (14) days after receipt of written notice of such breach. A material breach capable of cure under this Subsection shall include, without limitation, Service Provider failing to provide the Services consistent with and in accordance with Catapult’s Specifications. (c) Service Provider’s Material Breach Incapable of Cure. For purposes of Section 6.2(b)(vi) above, a material breach by Service Provider incapable of cure shall include without limitation: (i) Service Provider’s breach of any of their confidentiality and nondisclosure obligations, covenant not to compete, and/or the Trademark License; or (ii) Catapult receiving on any of the third-party delivery services platforms, with respect to Menu Items prepared by Service Provider, either an average star rating equal to or less than 3.7 stars over a period of sixty (60) days and a lifetime average star rating equal to or less than 4 stars. (d) Service Provider’s Post-Termination Obligations. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: (i) Deliver and return to Catapult all documents, work product, and other materials and things, whether or not complete, containing, incorporating, reflecting, or referring to any Confidential Information, and immediately erase and delete all Confidential Information located on any computer or mobile phone, and destroy any hard copy paper or document, or portion thereof, containing any of the same; (ii) Cease all use of any materials or things provided to Service Provider in connection with this Agreement, including without limitation all bags, cups, boxes, containers, and other packaging, and marketing materials containing any of the Trademarks, and immediately remove any Trademarks displayed in or around the Location; (iii) Deliver to Catapult all Leased Equipment and technology to the extent provided to Service Provider in connection with this Agreement; (iv) Immediately pay to Catapult any and all actual and consequential damages, costs, and expenses incurred by Catapult as a result of Service Provider’s default; (v) Strictly comply with, observe, and abide by all of the provisions and covenants contained in this Agreement that either expressly, or by their nature, survive termination or expiration of this Agreement; (vi) Not operate or do business under any name or in any manner whatsoever that might tend to give the general public the impression that Service Provider represents or is in any way affiliated with Catapult; (vii) Comply with all other reasonable instructions we give in connection with the termination of this Agreement; and (viii) Certify in writing to Catapult within three (3) days of the date of termination or expiration of this Agreement that Service Provider has complied with all of the provisions and obligations contained in this Section and reaffirming Service Provider’s acknowledgment and commitment to adhere and comply with Service Provider’s obligations under the covenant not to compete.

6.3 Early Termination. Service Provider acknowledges that Catapult’s provision of training services, Specified Ingredients, and other materials and things for Service Provider to provide the Services constitutes an unrecoverable investment by Catapult into the parties anticipated business relationship. Therefore, in the event Service Provider terminates this Agreement without cause, or Catapult terminates this Agreement based on Service Provider’s failure to cure a material default or committing a material default incapable of cure, prior to completion of the Minimum Service Period, Service Provider shall, in addition to Service Provider’s other post-termination obligations under this Agreement, pay to Catapult an amount equal to the total of all Revenue Share payments remitted to Service Provider under this Agreement up to the date of termination. Service Provider shall be deemed to have forfeited (a) any Revenue Share payments outstanding as of the date of termination and (b) the Deposit, and Catapult shall have no obligation to remit to Service Provider the same; provided that, both parties acknowledge and agree that the Deposit may be used to cover any outstanding fees owed by Service Provider to Catapult, including without limitation, any Hardware Rental Fees.

6.4 Final Payment of Revenue Share. Except in the case of Service Provider’s breach of Section 6.2(a) or as provided in Section 6.3 above, within a reasonable amount of time following the date of expiration or earlier termination of this Agreement, Catapult shall remit to Service Provider its final Revenue Share payment from Menu Items sold by Catapult and prepared by Service Provider up to the date of expiration or termination. For the avoidance of doubt, if Service Provider terminates this Agreement in violation of the notice requirements set forth in Section 6.2(a), Catapult shall have no obligation to remit to Service Provider any outstanding Revenue Share payments as of the date of termination.

7. INDEPENDENT CONTRACTOR

7.1 Independent Contractor. It is understood and acknowledged that the Services which Service Provider shall provide to Catapult hereunder shall be in the capacity of an independent contractor. Nothing in this Agreement shall create the relationship of employer, joint employer, partner, affiliate, joint venture, representative, or agent between or among Service Provider and Catapult. No fiduciary duty is owed by or exists between the parties hereto. Except as otherwise required for Service Provider to adhere to the Specifications and maintain the quality, reputation, and goodwill of the Brands symbolized by the Trademarks pursuant to the Trademark License, Service Provider shall control the conditions, details, and means by which Service Provider performs the Services. Service Provider has no authority to commit, act for, or on behalf of Catapult, or to bind Catapult to any obligation or liability whatsoever. Service Provider shall not be eligible for and shall not receive any employee benefits from Catapult and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Service Provider hereunder. Catapult shall not control or have access to Service Provider’s funds or financial information, except as necessary to pay Service Provider its Revenue Share.

7.2 No Agency. Nothing contained in this Agreement authorizes or permits Service Provider to make any contract, agreement, warranty or representation, or to incur any debt or obligation, in Catapult’s name or on Catapult’s behalf. Service Provider shall not represent that it has, or hold itself out to third parties as having, any power, authority, or permission to bind or obligate Catapult or Catapult’s Indemnitees (defined below). Nothing contained in this Agreement authorizes or permits Service Provider to offer or sell any of Catapult’s Menu Items.

7.3 Service Provider’s Employees. Service Provider is, and shall at all times be, an independent business from Catapult. Service Provider shall at all times be considered the sole employer of Service Provider’s employees and be exclusively responsible for determining the working hours, task and duties assignments, wages, salaries, disciplinary measures (including termination), benefits, vacation time, promotions, demotions, sick time policies, training (except for the Initial Training of Service Provider’s designees), hiring and firing decisions, and all other policies and practices concerning or related to its employees; provided however, Service Provider shall at all times maintain a sufficient amount of staff at the Location to timely fill all orders received by Catapult through the third-party delivery services.

8. INDEMNIFICATION

8.1 Indemnification. Service Provider shall indemnify, defend, and hold harmless Catapult and its employees, contractors, officers, owners, managers, shareholders, members, agents, representatives, successors, or assigns (collectively, “Catapult’s Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, proceedings, suits, investigations, awards, penalties, fines, costs, or expenses of whatever kind, including Catapult’s costs and expenses of enforcing any right to indemnification under this Agreement, including Catapult’s reasonable attorneys' fees and costs, and the costs of pursuing any insurance providers in connection thereto, arising out, relating to, or occurring in connection with Service Provider’s, or any of Service Provider’s employees’, contractors’, officers’, owners’, managers’, shareholders’, members’, agents’, representatives’, successors’, or assigns’(collectively, “Service Provider’s Indemnitees”), except if the claim is the result of Catapult’s willful or reckless misconduct: (a) The violation, breach, or asserted violation or breach by Service Provider of any contract, federal, state or local law, regulation, ruling, standard or directive or any industry standard; (b) Libel, slander, or any other form of defamation of Catapult or the Brands; (c) The violation of breach of any warranty, representation, agreement or obligation of Service Provider under this Agreement; (d) Any and all employment related liability, including without limitation, any liability that may arise under any federal, state, or local labor or employment law, rule, regulation, ordinance, including without limitation, joint employer liability, or any data breaches or cyber security breaches related to data in your possession; (e) Any personal injury, illness, food poisoning, death or property damage suffered by any customer of Catapult or any visitor, operator, employee, contractor, supplier, vendor, or invitee of Service Provider; crimes committed on or near any of the premises or facilities of the Location; and all acts, errors, neglects or omissions of Service Provider or Service Provider’s Indemnitees, whether arising from or in connection with the Services or otherwise, including without limitation, any property damage, personal injury, illness, food poisoning, or death arising from or in connection with Service Provider cooking, baking, preparing, or packaging Catapult’s Menu Items.

8.2 Service Provider agrees to give Catapult written notice of any such claim, action, proceeding, suit, or investigation immediately upon Service Provider’s actual or construction knowledge thereof. Catapult shall at all times have the absolute right to retain counsel of its own choosing in connection with the same. Service Provider shall not enter into any settlement, stipulation, consent, or any other similar disposition of any without Catapult's prior written consent.

8.3 In the event Catapult’s exercise of its rights under this Section actually results in Service Provider’s insurer (the “Insurer”) refusing to pay on a third-party claim, all causes of action and legal remedies which Service Provider might have against the Insurer shall be automatically assigned to Catapult without the need for any further action. For the purposes of Section, “actually results” means that, but Catapult exercising its rights under Section, the Insurer would not have refused to pay on said third-party claim. In such event, Service Provider shall be required to indemnify Catapult for its reasonable attorneys’ fees, expenses, and costs incurred in connection with such insurance claim.

9. SERVICE PROVIDER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS Service Provider makes the following representations, warranties, and covenants in connection with this Agreement:

9.1 Duly Organized. Service Provider is a duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.

9.2 No Violations of Other Contracts. Service Provider has the full power and authority to enter into this Agreement and, doing so will not violate any other agreement to which Service Provider is a party, including without limitation any covenant not to compete.

9.3 Compliance with Laws. Service Provider is in compliance with and shall comply with all laws, rules, regulations, and ordinances applicable to the Services, including without limitation all requirements of state and local health departments and Federal, state, and/or local governmental departments or agencies regulating the cooking, baking, preparing, and packaging of food for human consumption. Service Provider has and shall maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to perform its obligations under this Agreement.

9.4 Resources and Expertise. Service Provider possesses the knowledge, expertise, staffing, equipment, and financial resources necessary and sufficient to provide the Services to Catapult pursuant to this Agreement in a workmanlike manner and consistent with industry standards and Catapult’s Specifications.

9.5 Service Provider’s Business. Service Provider operates and maintains a restaurant business independent of, and unrelated to, this Agreement, Catapult, and the Brands; providing the Services under this Agreement will not constitute starting a new business by Service Provider.

10. DISCLAIMER

10.1 Disclaimer. CATAPULT AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, RESULT, OUTCOME AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. IN NO EVENT SHALL EITHER CATAPULT, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE REVENUE SHARE PAID BY CATAPULT TO SERVICE PROVIDER HEREUNDER IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

12. INSURANCE

12.1 Insurance. As of the Effective Date, and at all times during the Term of this Agreement, and any renewals and extensions thereof, Service Provider shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers with an A.M. Best Rating of A-VII or better, or which Catapult otherwise approves in writing, that includes, but is not limited to: (a) Comprehensive General Liability Insurance including premises liability, products liability, and contractual liability coverage for bodily injury and property damage for an amount not less than $1,000,000 per occurrence with $2,000,000 aggregate. Coverage will also extend to cover personal/advertising liability for an amount not less than $1,000,000 per occurrence. Such policy must include Catapult, at the address listed in this Agreement, as an additional named insured to protect Catapult from any liability by reason of ownership, maintenance, or operation by Service Provider at the Location. (b) Workers’ Compensation Insurance as required by law; Employers’ Liability Insurance for amounts not less than $500,000 per accident, $500,000 per employee, and $500,000 policy limit. (c) Umbrella liability coverage in an additional $2,000,000 per occurrence/aggregate. The umbrella coverage must sit over the General Liability and Employers Liability policies. Service Provider must include Catapult, at the address listed in this Agreement, as an additional named insured. (d) Building, Personal Property, and Leasehold Improvements Insurance if applicable, under an “all risk” property form with replacement costs endorsement in an amount equal to 100% of the values of these items. Service Provider’s deductible shall be no more than $10,000 per occurrence. Service Provider’s insurance policies obtains under this Agreement must also: (a) Name Catapult’s Indemnitees as additional insureds on an endorsement form acceptable to Catapult and provide that coverage applies separately to each insured and additional insured party against whom a claim is brought as though a separate policy had been issued to each of Catapult’s indemnitees; (b) Cover Catapult and Catapult’s Indemnitee’s own acts or omissions and must not be limited to such person’s vicarious liability; (c) Cover Service Provider’s contractual liability, including without limitation Service Provider’s indemnification obligations under this Agreement; (d) Primary to and without right of contribution from any insurance purchased by Catapult or its Indemnitees; and (e) Provide that failure by Service Provider to comply with any term, condition or provision of the insurance contract, or other conduct by Service Provider, or any of its agents, will not void or otherwise affect the coverage afforded to Catapult and Catapult’s Indemnitees. All policies of insurance must contain a waiver of subrogation in favor of Catapult or casualty losses and contain no provision which limits or reduces coverage in the event of a claim by one (1) or more of the insureds or additional insureds. Upon Catapult's request, Service Provider shall provide Catapult with a certificate of insurance and endorsements from Service Provider's insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Catapult and Catapult’s Indemnitees as additional insureds. Service Provider shall provide Catapult with thirty (30) days' advance written notice in the event of a cancellation or material change in Service Provider's insurance policies.

13. MISCELLANEOUS

13.1 Publicity. Service Provider hereby grants to Catapult a non-exclusive, royalty-free, limited right and license to use Service Provider’s name, logo and other identifying marks to identify Service Provider as a provider of the Services hereunder, and for other marketing purposes.

13.2 Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices attached hereto, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

13.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other party at: (a) if to Catapult, at its address set forth below, or (b) if to Service Provider, at the address set forth in an applicable Order Form (or to such other address that the receiving party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this.

Notice to Catapult:

Digital Eats, Inc. d/b/a Catapult

Attn: Jake Schostak

17800 Laurel Park Drive North, Suite 200C

Livonia, MI 48152

13.4 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a judicial determination that any term or provision is invalid, illegal, or unenforceable, the court shall modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent enforceable under applicable law.

13.5 Modifications. Catapult reserves the right to modify or update this Agreement, in whole or in part, at any time in its sole discretion. Catapult will use reasonable efforts to notify Service Provider of any material changes in advance of the effective date of any such change. Service Provider’s continued provision of the Services, or its continued use of Catapult’s services, following any such change will constitute Service Provider’s acceptance of such changes. This Agreement may not otherwise be amended, except by a written agreement executed by Catapult and Service Provider.

13.6 Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.7 Assignment. Service Provider shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Catapult. For purposes of this Agreement, any transfer of stock or ownership interests or other beneficial control of Service Provider (if Service Provider is a business entity), including without limitation merger, reorganization, and/or any sale of all or substantially all of Service Provider’s assets, shall be deemed an assignment. Any purported assignment or delegation in violation of this shall be null and void. No assignment or delegation shall relieve Service Provider of any of its obligations hereunder. Catapult may at any time assign or transfer any or all of its rights or obligations under this Agreement without Service Provider's prior written consent.

13.8 Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

13.9 No Third-Party Beneficiaries. Except as provided herein, this Agreement benefits solely the parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

13.10 Injunctive Relief. If Service Provider violates any provision of this Agreement, Catapult shall, in addition to all other damages and remedies Catapult may be entitled to at law or in equity, be entitled to immediate equitable and injunctive relief enjoining Service Provider from the continued violation of this Agreement, including without limitation Service Provider’s breach or threatened breach of Sections 4 and/or 5 of this Agreement, including without limitation temporary restraining order(s), preliminary and permanent injunction(s), and specific performance. The parties acknowledge and agree that monetary damages resulting from Service Provider’s breach under Sections 4 and/or 5 are not readily ascertainable and would cause Catapult irreparable harm for which monetary damages would not be an adequate remedy.

13.11 Survival. Any right or obligation of the parties that either expressly as provided in this Agreement, or by its nature, should survive termination or expiration of this Agreement shall survive any termination or expiration of this Agreement, including without limitation Service Provider’s obligations under Sections 4, 5, and 6(d).

13.12 Choice of Law. This Agreement and all related documents, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Michigan without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan.

13.13 Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than Oakland County, Michigan, and any appellate court or Federal court having jurisdiction thereover. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

13.14 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.15 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 13.16 Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's failure or delay is caused by or results from: (a) acts of God; (b) flood, fire, earthquake, pandemic, endemic, tornado, blizzard, extreme cold, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the parties. Notwithstanding the foregoing, Service Provider's financial inability to perform, changes in cost or availability of materials, components or services, market conditions, or supplier actions or contract disputes will not excuse performance by Service Provider. Any party claiming excuse under this section shall resume the performance of its obligations as soon as reasonably practicable after the first date of nonperformance due to any of the above force majeure events.