Vendor Master Agreement

This AGREEMENT is hereby entered into as of between Wave USA, Inc. a NJ Company with offices at: 260 Peachtree St, STE 2200, Atlanta, GA 30303 and , (Vendor) with offices at: . This Agreement is govern under the law of the state of New Jersey & Georgia and the federal law of the United States of America.

In consideration of the mutual covenants of this Agreement, the parties hereby agree as follow:

Scope Of Duties:

Vendor will use its best efforts to promote Company's Services and those of its partner, and to maximize the sale of the Services, in a professional manner within the Territory. Vendor has the structure and financial autonomy necessary to sell and promote the Services. Vendor will also provide reasonable efforts to the Company in its promotional activities within the Territory such as service presentations, sales calls, Door to Door, retails and other activities relating to the Company's Services. Vendor will also provide follow up support to purchasers of Company's Campaign Services, and will generally perform such sales and marketing related activities as are necessary to promote the services and goodwill of the Company. Vendor will devote adequate time and effort to perform its obligations. Vendor will neither advertise the Services outside the Territory nor solicit sales from purchasers outside the Territory without the prior written consent of the Company. In addition to these general requirements.
Vendor may hire agents knowns as Sales Representatives (Rep). Rep will conduct him/her at all times in an ethical manner. Vendor and Rep will provide prospective clients and/or customers with accurate and complete information that is neither deceptive nor misleading. Company will provide training to Vendor and Rep on proper promotion of its Services. Vendor shall immediately report to Company any suspected violations of any local/state laws, federal laws, and any regulations or Company's internal policies and procedures (which Company shall furnish to Vendor in written form and included within this agreement).
At all times when interacting with clients, or potential clients of Company, identify him/her as a company representative who has been engaged to serve in a sales and marketing capacity.
Vendor and Reps should not misrepresent any campaigns/services providing by the company.

Compliance with Law:

Independent Contractor: VENDOR is an independent contractor and is not an employee, agent, partner or joint venturer of/with Wave USA or it's affiliate. CONTRACTOR has no authority to enter into contracts or agreements on behalf Wave USA or it's affiliate, except as authorized in writing by Wave USA. Wave USA shall determine the nature of work to be done by the CONTRACTOR, but CONTRACTOR retains sole and absolute discretion and judgment in the methods, techniques and procedures to be used. CONTRACTOR shall not be entitled to receive any unemployment compensation, paid vacations, paid holidays, pension, profit sharing, or Social
Security Compensation.

Confidentiality, Non-Disclosure, and Non-Solicitation:

For purposes of this Agreement, the following definition will apply: “Confidential Information” means any data or information relating to the business of either the Company or Vendor which is disclosed to, or known by, either the Company or Vendor as a consequence of, or through, their relationship with one another (including information conceived, discovered, originated or developed in whole or in part by either) and not generally known by the public. Without limiting the generality of the foregoing, Confidential Information includes (without limitation): (A) the sales records, profits and performance reports, pricing manuals, sales manuals, training manuals, selling and pricing procedures and financing methods; (a.1) business plans and internal financial statements and projections of the parties; (a.2) and any information identified as secret or confidential, or which, from the circumstances in good faith and good conscience, ought to be treated as confidential, relating to the business or affairs of the parties.

B)In addition, and without any intention of limiting the parties' other obligations under this Agreement in anyway, the parties will not reveal any nonpublic information concerning the business, services or the proprietary products and processes of one another (particularly those under current development or improvement), except as required by law . In that connection, the Vendor will submit to the Company for review any proposed article, paper or other discussion, explanation or description relating to the work done by the Vendor for the Company
before such article, paper and/or other discussion are released or delivered to the public. The Company has the right to disapprove and prohibit, or delete any parts of, such articles, papers, discussions, explanations or descriptions that might disclose the Company's Confidential Information or otherwise be contrary to the Company's business interests.

During the term of this Agreement and for a period of two (2) years following its termination, VENDOR shall not directly or indirectly encourage, solicit or induce, or in any manner attempt to encourage, solicit or induce, any Enrolled Customer to terminate or change in any way any agreement or other arrangement that they may have with Wave USA or it's affiliate for the provision of any Campaigns/Services.

Non-waiver:

No waiver by any Party of any default by any other Party in the performance of any provision, condition or requirement herein shall be deemed to be a waiver of, or in any manner release the other Parties from, performance of any other provision, condition or requirement herein, nor shall such waiver be deemed to be a waiver of, or in any manner a release of, the other Parties from future performance of the same provision, condition or requirement. Any delay or omission of any Party to exercise any right hereunder shall not impair the
exercise of any such right, or any like right, accruing to it thereafter. No waiver of a right created by this Agreement, by one Party shall constitute a waiver of such right by the other Parties, except as may otherwise be required by law with respect to persons not Parties hereto. The failure of one Party to perform its obligations hereunder shall not release any other Party from the performance of such obligations.

Term:

This Agreement shall become effective as of the date entered into, as noted above. Either Party may choose to terminate this Agreement immediately at any time, for any reason, without penalty, by giving ten (30) days’ notice to the other Party. If neither Party terminates this Agreement pursuant to the foregoing, this Agreement shall remain in effect perpetually until terminated. Upon termination of this Agreement, VENDOR shall submit to Wave USA all Proprietary Information and any other information regarding Potential Customers and Enrolled Customers, all as defined in this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement is intended to prevent Wave USA from exercising its right, in its sole discretion, to direct VENDOR to immediately stop soliciting on its behalf.

INDEMNIFICATION:

VENDOR will indemnify, defend and hold Wave USA and it's affiliates harmless from and against any claim made, or brought or threatened by third parties and based upon or resulting from VENDOR's negligence, misconduct, or failure to perform its obligations under this Agreement, including but not limited to, any violations of Federal, State, or Local laws applicable to the services provided by VENDOR under this Agreement. For the sake of clarification, VENDOR agrees that any costs and expenses associated with a violation of the the TCPA, including court costs and attorney’s fees arising from or in any way connected with said violation, shall be the sole responsibility of VENDOR.

COMPENSATION:

Payment VENDOR shall be paid in accordance with applicable Service Orders issued for restaurants/accounts submitted and formally onboarded or approved by Wave USA and it's affiliates. Notwithstanding the foregoing, in the event a client is terminated or has terminated service as a result of a fraudulent or deceptive enrollment or wrongful conduct by VENDOR and/or it's Reps in violation of this Agreement, Wave USA and it's affiliates shall be entitled to either recoup all such payments, including, without limitation, initial acquisition commissions, bonuses, and residual commissions (which shall be refunded by VENDOR), or offset and deduct such payments from and
against any and all remaining payments of any kind otherwise owed to VENDOR, in accordance with the recoupment percentages and timeline set forth in the schedule below. VENDOR shall be paid an upfront &monthly residuals commissions for all successful enrollment.

Campaign:

Upfront Commission:

Monthly Residuals:

For all sales that get's successfully onboarded between the 1st to the 15th of each months will get pay that following Friday. And every sales that get's successfully onboarded between the 16th to the 31st of each months will get pay that following Friday. Upfronts are for all integrations (vTablet) sales.

All residuals will be paid the 3rd week of every month for sales that was done the prior month. Residuals are for all orders sales.

Codes Of Conducts:

1. Agents are not allowed to incentivize potential clients/customers. Included but not limited to handing out gift cards, money, or anything of value in exchange for taking a survey or doing an enrollment. () (Initial)
2. Agents are not allowed to engage in any forceful or deceptive practices. Included but not limited to misrepresenting the program and telling customers that they are required to do this. () (Initial)
3. Agents are not allowed to hold/keep any devices that is provided by the company after termination. () (Initial)
4. After each submission based on GDRP compliance, agents are not allowed to keep any information about a client or customer and must permanently delete any record of it. () (Initial)
5. Agents are not allowed to offer a competitive product. () (Initial)

Acknowledged and Agreed to By:

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