Exhibit
10.6


 


SOFTWARE
LICENSING AND EXCLUSIVITY AGREEMENT


 


This
Software Licensing and Exclusivity Agreement (the “Agreement”) is entered into as of September 2, 2021 (the “Effective
Date”) and is between Kwikclick, Inc., a Delaware corporation (“Kwikclick”), and NewAge, Inc., a Delaware
corporation (“NewAge”). Kwikclick and NewAge may be referred to herein individually as a “Party”
or collectively as “Parties.”


 


INTRODUCTION


 


WHEREAS,
NewAge is a Direct Sales company (as defined below) that offers name brand health, wellness, beauty, nutritional, and other lifestyle
products to customers located throughout the world;


 


WHEREAS,
Kwikclick is in the process of launching a proprietary Software (as defined below) that Kwikclick has developed for use in marketing
and selling products through social media, mobile media, and computer applications;


 


WHEREAS,
NewAge wants to license the Software for use in NewAge’s social selling platform to market and sell NewAge products to independent
distributors and customers through social media, mobile media, and other computer applications;


 


WHEREAS,
the Parties want to allow NewAge exclusive use of the Software within the Direct Sales industry; and


 


WHEREAS,
NewAge and Kwikclick want to collaborate on the launch of the Software in order to increase customer sales and attract social media influencers
to NewAge’s business; strengthen NewAge’s social selling platform and opportunity; capitalize on a future trend within the
Direct Sales industry; and provide both Parties with a clear competitive advantage in social selling.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each Party hereby agrees as follows:


 


	1.	DEFINITIONS.


 


		1.1	“Affiliate(s)”
                                            means any entity controlled by or under common control with NewAge, at the time of execution
                                            of the Agreement and any time thereafter, where “control” is defined as (a) the
                                            ownership of at least 50% of the equity or beneficial interest of such entity, or (b) any
                                            other entity with respect to which NewAge has significant management or operational responsibility
                                            (even though NewAge may own less than 50% of the equity of such entity).



 


		1.2	“Brand
                                            Partner(s)” means any independent distributor located anywhere in the world who
                                            has contracted with NewAge and/or its Affiliates to sell NewAge products.



 




    	 



     


    

 





		1.3	“Direct
                                            Sales” means the industry of companies (and any individual company within the direct
                                            sales industry) that uses a business model that offers entrepreneurial opportunities to individuals
                                            as independent contractors and distributors to market and/or sell products and services,
                                            typically outside of a fixed retail establishment, through one-to-one selling, in-home product
                                            demonstrations, or online.



 


		1.4	“Kwikclick
                                            IP” means collectively the name, brand, logos, URLs, copyrights, trademarks, patents,
                                            and any other intellectual property owned by Kwikclick through registration, common law,
                                            or any other means.



 


		1.5	“Launch
                                            Date” means the first date on which NewAge Brand Partners and NewAge customers
                                            in any NewAge market can access and use the Software, which date will be after the Readiness
                                            Date (as defined below). The Launch Date will be September 15, 2021.



 


		1.6	“License”
                                            means the non-transferable license granted, according to the terms and conditions of this
                                            Agreement, by Kwikclick to NewAge to access and utilize the Software to market and sell NewAge
                                            products to NewAge Brand Partners and customers through social media, mobile media, and other
                                            computer applications.



 


		1.7	“Net
                                            Contribution” means gross net sales minus cost of goods sold.



 


		1.8	“Net
                                            Sales” means the portion of revenues generated from product sales that remain after
                                            deducting the allowances for any missing or damaged products, product returns, and sales
                                            discounts.



 


		1.9	“NewAge
                                            IP” means collectively the name, brand, logos, URLs, copyrights, trademarks, patents,
                                            and any other intellectual property owned by NewAge through registration, common law, or
                                            any other means.



 


		1.10	“Readiness
                                            Date” means the date by which Kwikclick will provide the fully functioning Software
                                            to NewAge, which will allow NewAge to load vendors and products for sale to Brand Partners
                                            and NewAge customers. The Readiness Date will be on or before September 7, 2021.



 


		1.11	“Software”
                                            means the communication, sales, and commission-attribution software developed and licensed
                                            by Kwikclick, which Software is the subject of this Licensing Agreement.



 


		1.12	“Support
                                            and Maintenance Services” means technical support, error correction services and
                                            support, and enhancements provided by Kwikclick to NewAge in order to use, maintain, and
                                            enhance the Software for NewAge, its customers, and its Brand Partners.



 




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	2.	LICENSE.



 


		2.1	License
                                            to Use Software. Subject to the terms and conditions of this Agreement, Kwikclick hereby
                                            grants to NewAge and its Affiliates the License. NewAge may customize the Software for use
                                            in NewAge’s social selling platform, but may not, however, transfer or sublicense the
                                            Software to any third-party. Kwikclick will provide instructions and guidelines to NewAge
                                            to be followed for installation, implementation, access, and use of the Software by NewAge.



 


		2.2	Additional
                                            Software. It may become necessary during the Term to provide upgrades to the Software
                                            or additional software to enhance the power and/or usability of the Software. If such upgrades
                                            or additional software is necessary, the License granted above is sufficient to cover NewAge’s
                                            access and use of the upgrade and/or additional software. Kwikclick will provide instructions
                                            and guidelines to NewAge to be followed for installation, implementation, access, and use
                                            of any additional software by NewAge.



 


		2.3	Reservation
                                            of Rights. Kwikclick hereby reserves all rights not expressly granted to NewAge under
                                            this Agreement.



 


	3.	KWIKCLICK
                                            SUPPORT AND MAINTENANCE SERVICES. During the Term, Kwikclick will provide technical support,
                                            error correction services and support, and enhancements provided by Kwikclick to NewAge in
                                            order to use, maintain, and enhances the Software (collectively, the “Support and
                                            Maintenance Services”). Kwikclick will provide telephone and online assistance
                                            to NewAge for the purpose of answering questions relating to the Software, including (a)
                                            clarification of functions and features of the Software; (b) clarification of any documentation
                                            provided by Kwikclick relating to the Software; (c) guidance in operation of the Software;
                                            and (d) error verification, analysis, and correction, including failure to produce results
                                            according to representations and warranties made by Kwikclick. Error verification, analysis,
                                            and correction services will be provided by Kwikclick to NewAge 24 hours a day, 7 days a
                                            week by technicians sufficiently trained and experienced to identify and resolve most support
                                            issues. Kwikclick will provide a current list of technicians and contact information to NewAge
                                            to allow NewAge to escalate support issues. If NewAge detects what it considers to be an
                                            error in the Software that causes it not to conform to, or produce results according to,
                                            Kwikclick’s representations and warranties, then NewAge will notify Kwikclick of the
                                            error. Kwikclick will respond generally within one hour of NewAge’s initial request
                                            and will work with NewAge to correct the error or develop a workaround for any Software error
                                            resulting in downtime.



 


	4.	EXCLUSIVITY.



 


		4.1	Exclusivity
                                            within the Direct Sales Industry. As long as NewAge achieves the Net Sales targets set
                                            forth below over a period of three years from the Launch Date, Kwikclick hereby grants the
                                            exclusive use of the Software to NewAge in the Direct Sales industry and will not license
                                            or connect the Software to any Direct Sales company directly or through a third party. The
                                            Parties understand and agree that independent distributors or customers of other Direct Sales
                                            companies may utilize the Software on an individual consumer basis. Kwikclick will not engage
                                            in any activities or that conflict with this exclusivity. In the event of a conflict or a
                                            perceived conflict with this Agreement, the Parties will negotiate new or additional terms
                                            in good faith to remedy the conflict for the Term of this Agreement and any extension of
                                            the Term of this Agreement.



 




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		4.2	First
                                            Two Six-Month Terms. Kwikclick grants the exclusivity stated above for an initial Term
                                            of six months from the Launch Date. In the first six-month Term from the Launch Date, the
                                            total Net Sales generated by NewAge Brand Partners through the Software must be at least
                                            $20,000,000.00 USD, which would result in $800,000.00 USD in commissions for Kwikclick, in
                                            order to maintain exclusivity for the six-month Term that follows in the first six months
                                            of the Agreement from the Launch Date. If NewAge does not achieve the Net Sales target in
                                            the first Term, NewAge may elect at its discretion to pay any remaining difference of the
                                            full amount of the $800,000.00 USD in commissions to Kwikclick in order to maintain exclusivity.
                                            In the event that NewAge anticipates that it will not achieve the Net Sales target in the
                                            first six months and is unwilling to pay the difference in the commissions to maintain exclusivity,
                                            then NewAge will notify Kwikclick in writing at the beginning of month five from the Launch
                                            Date that NewAge will not meet the Net Sales targets and will not pay the difference in the
                                            commissions to achieve exclusivity. In the second six-month Term, the total Net Sales generated
                                            by NewAge Brand Partners through the Software must be at least $30,000,000.00 USD, which
                                            would result in $1,200,000.00 USD in commissions for Kwikclick, in order to maintain exclusivity
                                            for the three-month Term that follows the second six-month Term. If NewAge does not achieve
                                            the Net Sales target in the second Term, NewAge may elect at its discretion to pay any remaining
                                            difference of the full amount of the $1,200,000.00 USD in commissions to Kwikclick in order
                                            to maintain exclusivity.



 


		4.3	Extension
                                            of the Term of Exclusivity. After the first 12 months from the Launch Date, NewAge may
                                            extend the term of exclusivity in three-month increments (each three- month increment is
                                            a “Term”) by meeting the following quarterly sales targets of Net Sales
                                            generated by Brand Partners:



 


	 	During
    the second year from the Launch Date:	$25,000,000.00
    in Net Sales per quarter
	 	During
    the third year from the Launch Date:	$37,500,000.00
    in Net Sales per quarter


 





	5.	LICENSING
                                            FEES AND SALES COMMISSIONS.



 


		5.1	Licensing
                                            Fee. NewAge will pay to Kwickclick a licensing fee of $50,000.00 USD per month for the
                                            duration of this Agreement. The fee is due on the last day of each month.



 


		5.2	Commissions
                                            for Sales of NewAge Products in China. For all sales of current NewAge products (products
                                            that are currently sold by NewAge in Greater China Market as of the Effective Date) through
                                            the Software in the Greater China Market, NewAge will pay a commission to Kwikclick of 3%
                                            of Net Sales of the products sold through the Software in that market. NewAge will pay a
                                            commission to Kwikclick of 4% of Net Sales of products sold through the Software that are
                                            introduced to the Greater China Market by NewAge after the Effective Date. “Greater
                                            China Market” means mainland China, Hong Kong, and Taiwan.



 




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		5.3	Commissions
                                            for Sales of NewAge Products in Other Countries. For all sales of NewAge products through
                                            the Software in other markets, NewAge will pay a commission to Kwikclick of 4% of Net Sales
                                            of the products sold through the Software in that market.



 


		5.4	Commissions
                                            for Sales of Non-NewAge Products. For all sales of products that are not branded by NewAge,
                                            but for which NewAge has an agreement to sell a third-party vendor’s products through
                                            the Software, NewAge will pay a commission to Kwikclick that will be the greater of 4% of
                                            Net Sales, or 50% of the Net Contribution minus base commissions paid to consumer participants.



 


		5.5	Sales
                                            Collection and Calculation of Commission. Kwikclick will capture the sales of all NewAge
                                            products and non-NewAge products sponsored by NewAge that are made through the Software.
                                            Sales will be captured in the currency in which the sales are made according to the market
                                            in which the products are sold. Each week, Kwikclick will calculate the commissions owed
                                            according to the provisions above and will remit the net revenue to NewAge along with the
                                            accounting for the calculation of commissions owed for that week. Upon seven days’
                                            written notice to Kwikclick, NewAge independent auditors may have the right at reasonable
                                            times during normal business hours to examine the records of Kwikclick to verify the accuracy
                                            of Kwikclick’s collections and calculations of commissions and the remittance by Kwikclick
                                            to NewAge of the net revenue of the product sales through the Software.



 


	6.	NEWAGE
                                            SUPPORT FOR KWIKCLICK. As part of the consideration for the exclusive use of the Software
                                            within the Direct Sales industry, NewAge will assist Kwikclick with the following back-office
                                            services and will provide the following support to Kwikclick:



 


		6.1	Merchant
                                            Services. In the event that Kwikclick is unable to activate and integrate its merchant
                                            services account in time for the Launch Date, NewAge will allow Kwikclick to use NewAge’s
                                            merchant services account to process sales of product through Kwikclick. NewAge will allow
                                            the use of the merchant services account at the rates NewAge pays for such services whenever
                                            possible. Kwikclick, however, understands and agrees that such simultaneous use may not be
                                            possible or may not be possible at the rates that NewAge pays for such services. If possible,
                                            NewAge will also provide commercially reasonable assistance to Kwikclick to establish Kwikclick’s
                                            own merchant services account.



 


		6.2	Transfer
                                            of NewAge’s Shanghai Trading Company. NewAge will permanently transfer ownership
                                            of its entity named ARIIX Trading (Shanghai) Co., Ltd. to Kwikclick for Kwikclick’s
                                            exclusive use. NewAge will assist in the legal transfer of the entity, which transfer must
                                            be reviewed and approved by the Ministry of Commerce of the People’s Republic of China.
                                            The Parties understand and agree that while NewAge will provide commercially reasonable efforts
                                            to transfer the Shanghai entity to Kwikclick, the final approval of the transfer comes from
                                            the Ministry of Commerce. NewAge will not be liable to Kwikclick if the Ministry of Commerce
                                            delays the transfer or does not approve the transfer.



 




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		6.3	Marketing.
                                            NewAge will promote the use of the Software to its Brand Partners through marketing,
                                            regular product introductions, training, and use support.



 


		6.4	Personnel.
                                            NewAge will designate an employee in each NewAge market to be responsible for the deployment
                                            of Kwikclick in that market.



 


		6.5	Collaboration.
                                            The Parties agree to work together to launch Kwikclick in those markets in which NewAge
                                            already operates. NewAge may prioritize the markets on which Kwikclick should focus its efforts.
                                            The Parties acknowledge that it will take Kwikclick longer to open certain markets if it
                                            does so on its own, so both Parties will collaborate and cooperate on the launching of NewAge’s
                                            prioritized markets. Both Parties will dedicate resources to opening the prioritized markets
                                            expeditiously. Such collaboration may take the form of sharing personnel, software, know-how,
                                            and other resources.



 


		6.6	Indemnification.
                                            Each Party will fully indemnify, hold harmless, and defend the other Party and its directors,
                                            officers, employees, agents, stockholders, and Affiliates from and against all claims, demands,
                                            actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses
                                            (including but not limited to reasonable attorneys’ fees and costs), whether or not
                                            involving a third-party claim, which arise out of or relate to any a Party’s provision
                                            of back-office services to the other Party. In no event will either Party’s aggregate
                                            liability arising out of or related to the provision of back-office services to the other
                                            Party and these terms and conditions under any legal or equitable theory, including breach
                                            of contract, tort (including negligence), strict liability, and otherwise exceed the total
                                            amounts paid to Kwikclick under this Agreement in the one-year period preceding the event
                                            giving rise to the claim.



 


	7.	SOFTWARE
                                            READINESS DATE AND LAUNCH DATE.



 


		7.1	Software
                                            Readiness Date. Kwikclick will provide the fully functioning Software to NewAge on or
                                            before September 7, 2021. At that time, NewAge will be able to load new vendors and products
                                            into the Software to sell products through the Software.



 


		7.2	Launch
                                            Date. The Parties understand and agree that NewAge will need some time between the Readiness
                                            Date and the Launch Date in order to prepare for the Launch Date and to work through issues
                                            such as commission flows, tax issues, etc. The Launch Date will be September 15, 2021. NewAge
                                            reserves the right to launch the Software as beta version in order to test the Software.
                                            Regardless of whether NewAge launches the Software as a beta version or a full version, the
                                            Term will begin on September 15, 2021.



 




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	8.	THIRD-PARTY
                                            VENDORS.



 


		8.1	NewAge
                                            Promoting Third-Party Vendors Through the Software. The Parties understand and agree
                                            that NewAge will have the right to contract with third-party vendors to sell third-party
                                            vendor products through Kwikclick. Kwikclick hereby grants a right of first refusal to NewAge
                                            to promote any third-party vendors that are introduced to Kwikclick by parties other than
                                            NewAge subject to the agreement of the third-party vendor. “Promote” means
                                            that NewAge will promote and sell the vendor’s goods or services to NewAge Brand Partners
                                            and NewAge customers through the Software. NewAge will have seven calendar days from the
                                            initial introduction to the third-party vendor in order to exercise the right of first refusal
                                            to sponsor the third-party vendor. At the expiration of the seven calendar days, if NewAge
                                            has not exercised its right of first refusal, Kwikclick will be free to promote the third-party
                                            vendor directly through the Software at its discretion.



 


		8.2	NewAge
                                            Brand Partners, NewAge Customers, and Employees Presenting Third-Party Vendor Promotion Opportunities.
                                            From time to time, NewAge Brand Partners, customers, or employees may present to NewAge
                                            opportunities to promote third-party vendors through the Software. The Parties understand
                                            and agree that such opportunities should be presented directly to NewAge, not to Kwikclick.
                                            NewAge at its sole discretion may accept or reject the opportunity to promote a third-party
                                            vendor that comes from a Brand Partner, customer, or employee of NewAge. In the event that
                                            NewAge rejects such an opportunity, the Parties agree that neither Party wants NewAge Brand
                                            Partners, customers, or employees to leave NewAge to promote a third-party vendor opportunity
                                            directly with Kwikclick. The Parties will work together to disincentivize NewAge Brand Partners,
                                            customers, or employees from attempting to work directly with Kwickclick. Kwikclick agrees
                                            not to use any Confidential Information (as defined below), including the Brand Partner database,
                                            to entice Brand Partners, customers, or employees to leave NewAge.



 


	9.	TERM
                                            AND TERMINATION.



 


		9.1	Term.
                                            During the first year of this Agreement from the Launch Date, a “Term”
                                            will be six months each. During the second and third years of this Agreement from the Launch
                                            Date, a “Term” will be three months each.



 




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		9.2	Termination.
                                            The Parties may, with Cause, terminate this Agreement at any time. “Cause”
                                            includes any one or more of the following: (1) the charge of a felony, or commission or acts
                                            of fraud, embezzlement, or the like by one of the Parties or an employee or agent of one
                                            of the Parties; (2) material breach by one of the Parties to this Agreement having an adverse
                                            effect on the other Party or its business, operations, or financial condition, which breach,
                                            if curable, is not cured within 10 days following the breaching Party’s receipt of
                                            written notice thereof (such notice will specify in reasonable detail the nature of the material
                                            breach and the curative steps, if curable, required to be taken); (3) intentional failure
                                            by a Party to perform reasonably assigned duties after the breaching Party has been given
                                            written notice by the other Party with respect to such failure and the failing Party has
                                            substantially failed to remedy or cure such failure within a reasonable period of time; and
                                            (4) becoming insolvent, bankrupt, entering receivership, dissolution, or liquidation. Either
                                            Party may terminate this Agreement upon written notice to the other Party if a Party is associated
                                            with a security breach that materially adversely affects the other Party or if any directors
                                            or officers of a Party are formally accused of fraudulent or illegal conduct which, in the
                                            Party’s good faith determination, materially harms the Party’s general reputation
                                            or would harm the Party’s reputation by its continued association with the other Party.
                                            NewAge may terminate the Agreement at any time if it is not satisfied with the function or
                                            performance of the Software.



 


	10.	DATA
                                            SHARING, INTELLECTUAL PROPERTY OWNERSHIP, CONFIDENTIALITY, AND CONSUMER PRIVACY.



 


		10.1	Data
                                            Sharing. The Parties anticipate and agree that the following data may be shared with
                                            each Party during the Term of this Agreement. This list is not exclusive, and the Parties
                                            may share other types of data during the Term as appropriate to the scope of the collaboration
                                            between the Parties. All data shared between the Parties are subject to the intellectual
                                            property ownership, confidentiality, and consumer privacy provisions of this Agreement.



 


		(a)	Items:
                                            item details, quantity on hand, price, shipping options, and shipping status;



 


		(b)	Brand
                                            Partner and NewAge customer information: name, billing address, shipping address, representative
                                            identification number, email address, phone number, fax number, and WeChat identification.



 




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		10.2	Ownership
                                            of Intellectual Property.



 


		(a)	Customer
                                            Information. The Parties agree that they jointly own the consumer information that will
                                            be gathered by the Software during either the selling of NewAge’s products to customers
                                            through the Software or the selling of non- NewAge products to NewAge’s Brand Partners
                                            and NewAge customers through the Software. Such consumer information will include purchase
                                            behavioral data, demographic data, and financial data. The Parties further agree that the
                                            Parties will jointly own consumer information only for customers who purchase NewAge products
                                            through the Software or for purchases made by NewAge’s existing or future Brand Partners
                                            and NewAge customers through the Software. All other customer information processed through
                                            the Software that is unrelated to NewAge will be owned exclusively by Kwikclick. The NewAge
                                            Brand Partner and NewAge customer database and associated Brand Partner and NewAge customer
                                            information will be owned exclusively by NewAge. The jointly owned consumer information gathered
                                            by the Software may only be used for the benefit of the Parties collectively and may not
                                            be sold, transferred, or used for the benefit of only one Party without the written consent
                                            of the other Party. All such consumer information will be considered confidential Information
                                            (as defined below) and subject to the confidentiality restrictions stated below. The joint
                                            ownership of the consumer information by the Parties will survive the termination of this
                                            Agreement.



 


		(b)	Kwikclick
                                            Intellectual Property. Kwikclick is the exclusive owner of the Kwikclick IP (as defined
                                            above). Kwikclick is the exclusive owner of all its brand assets, content created by Kwikclick
                                            and added to the Software by Kwikclick. Kwikclick owns the relationship (the “Relationship”)
                                            with its customers who are not current or NewAge Brand Partners or customers. For the purposes
                                            of this Agreement, Relationship is defined as the right to communicate and interact with
                                            its customers. Notwithstanding the foregoing, NewAge will have access to and rights to all
                                            generic user data and usage data collected as defined and described in the End User License
                                            Agreement between Kwikclick and its end users solely for the purposes of improving upon and
                                            further developing the Software, and for presenting business development and sponsorship
                                            opportunities to Kwikclick.



 


		(c)	NewAge
                                            Intellectual Property. NewAge is the exclusive owner of the NewAge IP (as defined above).
                                            NewAge is the exclusive owner of its Brand Partner and customer database. NewAge is the exclusive
                                            owner of all its brand assets, content created by NewAge and added to the Software by NewAge.
                                            NewAge owns the relationship (the “Relationship”) with its current and
                                            future Brand Partners and customers. For the purposes of this Agreement, Relationship is
                                            defined as the right to communicate and interact with its Brand Partners and customers, even
                                            those who use the Software. Notwithstanding the foregoing, Kwikclick will have access to
                                            and rights to all generic user data and usage data collected as defined and described in
                                            the End User License Agreement between Kwikclick and its end users solely for the purposes
                                            of improving upon and further developing the Software, and for presenting business development
                                            and sponsorship opportunities to NewAge.



 


		(d)	No
                                            Solicitation or Enticement. Kwikclick will not at any time, without the prior written
                                            express consent of NewAge, solicit or entice current or future Brand Partners or NewAge customers
                                            to disrupt or to sever their relationships with NewAge for any reason.



 




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		10.3	Confidentiality.
                                            The Parties believe that it is in their mutual interest to ensure that all confidential,
                                            proprietary, and private information shared by one Party will be safeguarded and carefully
                                            protected by the receiving Party.



 


		(a)	Confidential,
                                            proprietary, and private information refers to knowledge, data, and/or know-how related to
                                            the Parties’ business operations, including, but not limited to, trade secrets, new
                                            inventions, designs, specifications for current and new products, plans and processes, customer
                                            and supplier lists, and other data concerning the manner in which the business is operated,
                                            as well as plans for its future development (the “Information”).



 


		(b)	As
                                            used herein, the term “Recipient” can mean either Party, or the affiliates,
                                            officers, directors, employees, and agents of either, upon disclosure of the Information
                                            by the other Party referred to as the “Disclosing Party.” Recipient agrees
                                            to keep in confidence and not use the Information, or authorize the use of, the Information
                                            other than solely for the purpose of performance under this Agreement. Recipient further
                                            agrees that it will keep in confidence and not disclose any part of the Information to a
                                            third party or parties for the duration of this Agreement, or in the event that this Agreement
                                            is terminated for any reason, for a period of three years after the date this Agreement is
                                            terminated, or for a period of 10 years in the case of the NewAge Brand Partner database.



 


		(c)	Any
                                            obligation of Recipient as set forth in the preceding paragraph will not apply to any information,
                                            knowledge, data, and/or know-how that:



 


		(1)	Is
                                            or becomes public knowledge through no action or fault of the Recipient;



 


		(2)	Recipient
                                            possessed before the time of disclosure by the Disclosing Party and Recipient can properly
                                            demonstrate such prior possession;



 


		(3)	Recipient
                                            lawfully received from a third party who had the legal right to disclose the same, and who
                                            has not received the same from the Disclosing Party; and



 


		(4)	Recipient
                                            developed independent of the Disclosing Party without the benefit of the Information and
                                            Recipient can substantiate such development by reliable and credible evidence.



 


		(d)	If
                                            Recipient is required to disclose the Information in response to a valid law or regulation
                                            or order issued by a court or other governmental body, or for the purpose of establishing
                                            its rights under this Agreement, Recipient will notify the Disclosing Party in writing before
                                            making the disclosure and will take all reasonable steps to preserve the confidentiality
                                            of the Information, including, but not limited to, assisting the Disclosing Party to obtain
                                            a judicial or administrative order of confidentiality, and will thereafter disclose only
                                            so much as is necessary to comply with the law, regulation, or order, or to establish its
                                            rights under this Agreement.



 




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		(e)	Recipient
                                            agrees that it will disclose the Information only to those employees or personnel who have
                                            a need to know it for the purpose of this Agreement, and to obligate its employees or personnel
                                            who will have access to any portion of the Information to protect the confidential and proprietary
                                            nature of the Information.



 


		(f)	Recipient
                                            will satisfy its obligations to protect the Information of the Disclosing Party from misuse
                                            or unauthorized disclosure by exercising reasonable care. Such care will include safeguarding
                                            and protecting the Information using those practices that the Recipient normally uses to
                                            restrict disclosure and use of its own Information of like importance.



 


		(g)	Recipient’s
                                            obligations regarding the Information as set forth herein will apply to all Information,
                                            whether or not the Information is expressly designated “Confidential.” Disclosing
                                            Party, however, will exercise reasonable diligence in notifying Recipient in writing or orally
                                            what Information the Disclosing Party deems confidential or proprietary in nature.



 


		(h)	Unless
                                            otherwise specified in writing, Recipient acknowledges and agrees that Disclosing Party remains
                                            the sole and exclusive owner of all rights in and to the Information disclosed, and if so
                                            requested, the Recipient will return to Disclosing Party, or destroy, all Information, in
                                            whatever format, in the possession or control of the Recipient, including all originals,
                                            copies, reprints, and translations thereof. If such works are deleted, erased, or otherwise
                                            destroyed, the Recipient will certify to the Disclosing Party in writing to such deletion,
                                            erasure, or destruction. Notwithstanding such return, delivery, or destruction, the Recipient
                                            will continue to be bound by all of its obligations hereunder. Furthermore, Recipient will
                                            not use the Information to produce, duplicate, or otherwise form or create any competitive
                                            product or service.



 


		(i)	Other
                                            than as stated above, this Agreement will in no way be construed as the grant of a license
                                            by either Party to the other directly or indirectly under any patent, patent application,
                                            other intellectual property, intellectual property application, or other form of proprietary
                                            property owned by the Disclosing Party.



 


		(j)	To
                                            the extent Disclosing Party pays Recipient to develop or create materials, ideas, designs,
                                            specifications of new products, plans, processes, or other such trade secrets on an independent
                                            contractor, work-for-hire basis, they will be considered to have become part of the Information
                                            as of the date of creation or development.



 




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		(k)	The
                                            Parties to this Agreement agree that without regard to whether all of the information and
                                            materials constituting the Information as revealed to Recipient will be deemed confidential,
                                            material, or important as between the Parties; the Information is important, material, and
                                            gravely affects the effective and successful conduct of Disclosing Party’s business
                                            and that any breach of this confidentiality provision will be a material breach, which will
                                            result in immediate, continuing, and irreparable harm to the Disclosing Party; and Recipient
                                            consents to appropriate remedies, including injunctive relief, in the event of such breach.



 


		(l)	The
                                            Parties state that they have full authority to disclose any Information contemplated herein.
                                            To the best of its knowledge, each Party represents that disclosure of the Information referenced
                                            herein will not violate the rights of any third party.



 


		(m)	The
                                            Disclosing Party makes no express or implied representation or warranty as to the accuracy
                                            or completeness of the Information provided or derived according to this Agreement, and it
                                            expressly disclaims any and all liability that may be based on the Information or any errors
                                            therein or omissions therefrom.



 


		(n)	Recipient
                                            cannot use the Information to create, enhance, or promote a product or service that competes
                                            with the products and services contemplated by this Agreement, and Recipient cannot share
                                            the Information with a third-party to create, enhance, or promote a product or service that
                                            competes with the products or services contemplated by this Agreement.



 


	 	10.4	Data
                                            Privacy, Compliance, and Audits.



 


		(a)	Data
                                            Privacy Compliance. The Parties acknowledge and agree that each Party will remain in
                                            compliance with all applicable laws and regulations that govern data privacy in the jurisdictions
                                            in which the Parties operate (laws such as, but not limited to, the European Union’s
                                            General Data Protection Regulation (“GDPR”), the California Consumer Privacy
                                            Act (“CCPA”), and other privacy laws and regulations that are now in effect
                                            or may yet come into effect). The Parties will each implement and maintain a written information
                                            security program that contains appropriate security measures to safeguard the personal information
                                            of the Parties’ shareholders, employees, directors, officers, Brand Partners, and customers
                                            that the Parties receive, store, maintain, process, or otherwise accesses in connection with
                                            the provision of services hereunder. The Parties will remain compliant with their respective
                                            written information security programs. For these purposes, “personal information”
                                            will mean (a) an individual’s name (first initial and last name or first name and last
                                            name), address or telephone number plus (i) social security number, (ii) driver’s license
                                            number, (iii) state identification card number, (iv) debit or credit card number, (v) financial
                                            account number or (vi) personal identification number or password that would permit access
                                            to a person’s account or (b) any combination of the foregoing that would allow a person
                                            to log onto or access an individual’s account. Notwithstanding the foregoing “personal
                                            information” will not include information that is lawfully obtained from publicly available
                                            information, or from
federal, state, or local government records lawfully made available to the general public.



 







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		(b)	Audits
                                            and Inspections. The Parties acknowledge and agree that each Party will maintain a current
                                            version of the written information security program stated above in order to provide it to
                                            auditors and other professionals or regulators that may audit either or both Parties from
                                            time to time. Each Party reserves the right to audit the other Party to ensure that the appropriate
                                            current version of the written information security program is available. Upon seven days’
                                            written notice to either Party, the requesting Party’s independent auditors may have
                                            the right at reasonable times during normal business hours to examine the records of the
                                            other Party to verify the existence of the current written information security program and
                                            to verify compliance with that program and compliance with all applicable privacy laws and
                                            regulations in the jurisdictions in which the Parties operate, including, but not limited
                                            to, the GDPR and CCPA.



 


		10.5	End
                                            User License Agreement and Privacy Policy. Upon using the Software for the first time,
                                            each user will be prompted to accept terms and conditions and approve a user privacy policy
                                            (“Privacy Policy”) when the user sets up a profile. It is Kwikclick’s
                                            responsibility to provide the End User License Agreement (“EULA”) and
                                            Privacy Policy for the Software and ensure that the EULA and Privacy Policy comply with all
                                            applicable laws and regulations. Kwikclick has a “templated” EULA and privacy
                                            policy that may be shared with and customized by NewAge, but NewAge is not responsible for
                                            verifying that EULA and Privacy Policy language complies with all applicable laws and regulations,
                                            even if NewAge supplies or modifies such templated language.



 


		10.6	Survival.
                                            The Parties’ obligations under sections 10.2 Ownership of Intellectual Property, 10.3
Confidentiality, and 10.4 Data Privacy, Compliance, and Audits will survive the termination of this Agreement.






 


	11.	REPRESENTATIONS
                                            AND WARRANTIES.



 


		11.1	Ownership
                                            and Authorization. Kwikclick hereby represents and warrants to NewAge that Kwikclick
                                            is the owner of the Software and that it is fully authorized to license the Software to NewAge.
                                            Kwikclick represents, warrants, and agrees that: Kwikclick has all intellectual property
                                            rights necessary to license the Software to NewAge according to the terms of this Agreement;
                                            Kwikclick is the sole owner or is a valid licensee of the Software and has secured all necessary
                                            licenses, consents, and authorizations with respect to the use of the Software to the full
                                            extent contemplated herein, including, but not limited to: all source code, text, pictures,
                                            audio, video, logos and copy contained therein; the Software does not and will not infringe
                                            upon any patent, copyright, trademark or other proprietary right or violate any trade secret
                                            or other contractual right of any third party; and there is currently no actual or threatened
                                            suit against Kwikclick by any third party based on an alleged violation of such right. This
                                            warranty will survive the expiration or termination of this Agreement.



 




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		11.2	“As
                                            Is.” Kwikclick offers the Software “as is.” In the event NewAge believes
                                            that the Software is not performing as expected, NewAge will notify Kwikclick, and Kwikclick
                                            will use its best commercial efforts to correct any error or defect in the Software or in
                                            the services provided by Kwikclick to NewAge through the Software.



 


		11.3	Support
                                            and Maintenance Services. Kwikclick represents, warrants, and agrees that it will perform
                                            its obligations required by this Agreement in a good, workmanlike, and professional manner,
                                            according to the highest applicable industry practices and standards and in compliance with
                                            all applicable laws and regulations; provided, however, that where this Agreement specifies
                                            a particular standard or criteria for performance, this warranty shall not diminish that
                                            standard or criteria for performance.



 


	12.	RELATED
                                            PARTY DISCLOSURE AND INCENTIVES. In the interest of avoiding any potential conflicts
                                            of interest, Kwikclick will provide NewAge, before execution of this Agreement, with a list
                                            of NewAge employees who have a financial interest in Kwikclick. Kwikclick will not offer
                                            any financial compensation as an enticement or a reward, in the form of cash or stock, to
                                            any NewAge employee without the express written consent of NewAge. Notwithstanding this condition,
                                            Kwikclick will have the right to sell its stock to any individual on any public stock exchange
                                            at the prevailing market price.



 


	13.	PUBLIC
                                            ANNOUNCEMENTS. The Parties will consult with each other before issuing any press releases
                                            or otherwise making any public statements with respect to this Agreement and the transactions
                                            contemplated hereby and, subject to any applicable disclosure requirements, will not issue
                                            any such press release or make any such public statement without providing reasonable notice
                                            to the other Party of the intent to do so.



 


	14.	MISCELLANEOUS.



 


		14.1	Prior
                                            Agreements and Engagement. Both Parties represent and warrant that each Party’s
                                            engagement under this Agreement does not violate any other agreement to which either is a
                                            party, nor violate or breach any confidential relationship between any other parties. Both
                                            Parties further agree that they will not use for each other’s benefit or disclose any
                                            confidential information of any third party which either party is prohibited by agreement
                                            (such as an agreement with another client) or otherwise from so using or disclosing such
                                            confidential information. Both Parties represent that both Parties have disclosed to each
                                            other any such confidential relationships and relevant agreements and prohibitions. Both
                                            Parties agree to indemnify and hold each other harmless from all damages, expenses, costs
                                            (including reasonable attorneys’ fees) and liabilities incurred in connection with,
                                            or resulting from breach of this Section.



 


		14.2	Assignment.
                                            Neither this Agreement nor any right or obligation hereunder will be assigned, delegated,
                                            or otherwise transferred (by operation of law or otherwise) by any Party without the prior
                                            written consent of the other Party, except as otherwise provided in this Agreement. This
                                            Agreement will be binding on and inure to the benefit of the respective permitted successors
                                            and assigns of the Parties. Any purported assignment, delegation, or other transfer not permitted
                                            by this Section is void.



 




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		14.3	Notices.



 


		(a)	For
                                            a notice or other communication under this Agreement to be valid, it must be in writing and
                                            delivered (1) by hand, (2) by a national transportation company, with all fees prepaid, or
                                            (3) by registered or certified mail, return receipt requested and postage prepaid.



 


		(b)	For
                                            a notice or other communication to a Party under this Agreement to be valid, it must be addressed
                                            using the information specified below for that Party.



 


	 	To
    NewAge:	NewAge,
                                            Inc.

    2420
    17th Street, Suite 220

    Denver,
    CO 80202

    Attention: Brent Willis

	 	 	Copy
                                            to:

     

    NewAge,
    Inc.

    737 E 1180 S

    American
    Fork, UT 84003

    Attention: Tyler Jones

	 	 	 
	 	To
    Kwikclick:	Kwikclick,
                                            Inc.

    Attn:
    Teressa Toombs

    876 East Vine Street

    Murray, Utah 84107

     

    Copy
    to the current residence of Fred Cooper:

     

    1284 Hidden Quail Cove

    Farmington,
    Utah 84025



 


		14.4	Severability.
                                            The Parties agree as follows:



 


		(a)	that
                                            if any provision of this Agreement is held to be unenforceable, then that provision will
                                            be modified to the minimum extent necessary to make it enforceable, unless that modification
                                            is not permitted by law, in which case that provision will be disregarded;



 


		(b)	that
                                            if an unenforceable provision is modified or disregarded in accordance with this section,
                                            then the rest of the Agreement will remain in effect as written; and



 


		(c)	that
                                            any unenforceable provision will remain as written in any circumstances other than those
                                            in which the provision is held to be unenforceable.



 




    	15



     


    

 


		14.5	Governing
                                            Law. The laws of the state of Utah, without giving effect to its principles of conflicts
                                            of law, govern this Agreement and govern all matters of validity, construction, effect, performance,
                                            adversarial proceedings, and all other matters arising out of this Agreement.



 


		14.6	Jurisdiction,
                                            Venue, and Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
                                            JURISDICTION OF THE STATE AND FEDERAL COURTS IN SALT LAKE CITY, UTAH AND ANY APPELLATE COURT
                                            THEREFROM, IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY
                                            DOCUMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND TO THE RESPECTIVE COURT
                                            TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURT MAY BE TAKEN, AND EACH PARTY AGREES
                                            NOT TO COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, ANY SUCH PROCEEDING, EXCEPT
                                            IN SUCH A COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO,
                                            THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH
                                            PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT,
                                            AND ANY OTHER PROCESS WITH RESPECT TO ANY SUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH
                                            PROCEEDING, BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO
                                            SUCH PARTY AT ITS RESPECTIVE ADDRESS, BY THE REQUIREMENTS OF THIS AGREEMENT OR BY ANY OTHER
                                            METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY
                                            SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE
                                            JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES
                                            ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.



 


		14.7	Counterparts.
                                            This Agreement may be executed in one or more counterparts, all of which will be considered
                                            one and the same agreement and will become effective when one or more counterparts have been
                                            signed by each of the Parties and delivered, in person or by facsimile or electronic image
                                            scan, receipt acknowledged to the other Party.



 


		14.8	Entirety
                                            of Agreement. This Agreement constitutes the entire Agreement between the Parties regarding
                                            the subject matter herein and supersedes any other existing representation, warranty, covenant,
                                            agreement, or similar assurance (whether direct or indirect, written or oral, or statutory,
                                            express or implied) of any Party regarding such subject matter (and there is no other representation,
                                            warranty, covenant, agreement, or similar assurance of any Party regarding such subject matter).
                                            No supplement, modification or amendment hereof will be binding unless expressed as such
                                            and executed in writing by each Party. Except to the extent as may otherwise be stated herein,
                                            no waiver of any term hereof will be binding unless expressed as such in a document executed
                                            by the Party making such waiver (and then only to the extent so expressed). No waiver of
                                            any term hereof will be a waiver of any other term hereof, whether or not similar, nor will
                                            any such waiver be a continuing waiver beyond its stated terms. Except to the extent as may
                                            otherwise be stated herein, failure to enforce strict compliance with any term hereof will
                                            not be a waiver of, or estoppel with respect to, any existing or subsequent failure to comply.



 


The
Parties are entering into this Agreement as of the Effective Date.


 


	NewAge,
                                            Inc.

    

    
	 	Kwikclick,
                                            Inc.

    

    

	 	 	 
	/s/
                                            Brent Willis 

    
	 	/s/
                                            Fred W. Cooper 

    

	Brent
                                            Willis

    
	 	Fred
                                            W. Cooper

    

	Chief
    Executive Officer	 	Chief
    Executive Officer


 




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