U-Vend, Inc. 8-K


 




Exhibit
10.53


 


MASTER
DISTRIBUTOR AGREEMENT


 


THIS
MASTER DISTRIBUTION AGREEMENT (this “Agreement”) is made as of January 26, 2017 (the “Effective
Date”), by and between U-Vend, Inc. (hereinafter called “U-Vend”), and UVend Group of Companies (hereinafter
“Master Distributor”).


 


BETWEEN:



 


U-Vend,
Inc., a Company organized and existing under the laws of the state of Delaware, United States of America, with its head office
located at the following address:


 


U-VEND,
Inc.





1507
7th Street, Suite 425 


Santa
Monica, CA 90401


 


AND:


 


UVend
Group of Companies, a Company organized and existing under the laws of Ontario, Canada, with its head office located at the following
address:


 


UVend
Group of Companies 


5330
Mainway 


Burlington,
Ontario L7L 6A4


 


Recitals


 


WHEREAS,
U-Vend is in the business of developing, marketing, selling and promoting certain Vending Machines, Kiosks, Merchandisers and
Digital Technology, hereinafter defined as the “Services”;


 


WHEREAS,
Master Distributor is in the business of marketing and the distribution of self serve kiosks, merchandisers and Digital Technology
in Canada and Latin America (the “Territory”);


 


WHEREAS,
Master Distributor represents that it has the financial resources, facilities, personnel, and expertise necessary to successfully
market the Services in the Territory in accordance with the terms of this Agreement;


 


WHEREAS,
Master Distributor wishes to obtain, and U-Vend is willing to grant to the Master Distributor, the exclusive rights to market
and sell the Services in the Territory, subject to the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual representations and agreements set forth herein, and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Master Distributor and U-Vend,
intending to be legally bound, hereby agree as follows:


 


	1.	DEFINITIONS – For purposes
of this Agreement, the following terms shall have the respective meanings indicated below:




 


		1.1	Territory
– Shall be defined in Exhibit A



 


		1.2	Services–
                                         Shall mean those products and services specifically identified in Exhibit B.



 


 


 






     
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	2.	GRANT OF CANADIAN AND LATIN AMERICA MASTER DISTRIBUTION RIGHTS.




 


		2.1	Subject
                                         to the terms and conditions of this Agreement, U-Vend hereby grants to Master Distributor,
                                         and Master Distributor hereby accepts from U-Vend, (i) a nontransferable, exclusive right
                                         to distribute the Services to end users/customers located in the Territory and (ii) a
                                         nontransferable, exclusive right to distribute certain Services to approved resellers
                                         located in the Territory.



 


		2.2	Master
                                         Distributor covenants and agrees that it shall not distribute or sell any of the Services,
                                         or otherwise engage in any of the activities described herein with respect to the Services
                                         outside the Territory, in each case, without the prior written consent of U-Vend, which
                                         may be granted or withheld by U-Vend in it sole discretion. Master Distributor hereby
                                         acknowledges that it’s direct or indirect distribution or sale of the Services
                                         outside the Territory in violation of this Section 2.2 shall constitute a material breach
                                         of this Agreement pursuant to Section 12.2 below.



 


		2.3	Master
                                         Distributor may appoint Resellers in furtherance of its obligations under this Agreement
                                         to service the Territory. Master Distributor shall be solely responsible for the conduct
                                         of its Resellers, and the cost of any discounts or other incentives offered by Master
                                         Distributor to its Resellers. In the event that U-Vend and/or Master Distributor becomes
                                         dissatisfied for any reason whatsoever with the performance of any of Master Distributors
                                         Resellers, U-Vend may notify Master Distributor of such dissatisfaction and it shall
                                         be the obligation of Master Distributor to terminate the Reseller within ten (10) days
                                         of said notification by Master Distributor, without any disruption of service to the
                                         retail accounts being serviced by said Reseller. Notwithstanding the foregoing, in the
                                         event that this Agreement is terminated, any and all Resellers agreements shall be automatically
                                         terminated and U-Vend shall have no obligations of any nature whatsoever to any such
                                         Resellers. Master Distributor agrees to indemnify and hold harmless U-Vend against any
                                         and all damages and costs, including attorneys’ fees and all other expenses incidental
                                         thereto, incurred as a result of any claim(s) asserted by any of Master Distributors
                                         Resellers, including, without limitation, damages arising from Master Distributors obligations
                                         under the Master Distributor Agreement.



 


		2.4	On
                                         Going Assistance - U-Vend agrees to provide assistance, on a best efforts basis,
                                         to the Master Distributor throughout the term of this Agreement with operations, promotions
                                         and ongoing service.



 


		2.5	Master
                                         Distributorship Rights – Master Distributor agrees and acknowledges the
                                         Master Distributorship rights contained in this agreement provided by U-Vend have a present
                                         and on-going value. Therefore, the Master Distributor agrees to compensate U-Vend for
                                         these rights through the payment of a Services sales royalty. Master Distributor agrees
                                         to pay the Services sales royalty amount as specified in Exhibit C.



 


	3.	CERTAIN OBLIGATIONS OF MASTER
DISTRIBUTOR.




 


		3.1	Distribution
                                         to Accounts/Resellers – Master Distributor shall use its best efforts to
                                         directly distribute the Services to the Host Locations/Resellers within the Territory.
                                         In the event that the Master Distributor ceases to distribute the Services without cause
                                         or fails to pay the royalties to U-Vend as specified in Exhibit C, this agreement can
                                         be terminated by U-Vend.



 






     
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		3.2	Sales
                                         and Promotional Efforts – Master Distributor shall use its best efforts
                                         to aggressively sell, promote and merchandise each of the Services to new Host Accounts
                                         and Resellers within the Territory, and shall strictly adhere to any and all marketing,
                                         advertising and promotional guidelines, restrictions, rules, regulations and practices
                                         of U-Vend and as communicated to Master Distributor from U-Vend from time to time (and
                                         as the same may be updated or amended from time to time). Master Distributor shall accept
                                         and fill any purchase order required from all customers.



 


		3.3	Marketing
                                         Materials; Master Distributor Assistance – Except as set forth in Section
                                         2.4, U-Vend may, but shall not be obligated to, assist Master Distributor with the marketing
                                         of the Services in the Territory, and will use its reasonable efforts to honor reasonable
                                         requests for promotional support. ANY AND ALL MARKETING, ADVERTISING AND PROMOTIONAL
                                         MATERIALS CREATED OR MODIFIED BY MASTER DISTRIBUTOR ARE SUBJECT TO U-VEND’s PRIOR
                                         WRITTEN APPROVAL, WHICH APPROVAL MAY BE WITHHELD IN U-VEND SOLE DISCRETION. Master Distributor
                                         will utilize marketing materials that contain U-Vend Intellectual Property (as hereinafter
                                         defined) only as provided or pre-approved by U-Vend, and will in no way be permitted
                                         to utilize U-Vend Intellectual Property in their own marketing materials, in each case,
                                         without first obtaining the prior written approval of an authorized officer of U-Vend.



 


		3.4	Master
                                         Distributor Service – Master Distributor shall use its best efforts at
                                         all times to properly service all customer or corporate Services Accounts at Host locations
                                         within the Territory. In the event that Master Distributor is aware of any customer or
                                         corporate Account service needs and elects not to provide said service(s), U-Vend shall
                                         be free to place or service the Services to said customer Account (without payment or
                                         compensation to Master Distributor).



 


		3.5	Applicable
                                         Law– Master Distributor shall comply with all laws, rules, regulations,
                                         ordinances, codes, industry standards, decrees, governmental orders and the like, whether
                                         local, Provincial, State, or federal, whether presently or later enacted, which are,
                                         or later become, applicable to Master Distributors purchase, acceptance, storage, transportation,
                                         sale, distribution and/or reacquisition of the Services (collectively, as amended from
                                         time to time, “Applicable Law”), including, without limitation, within
                                         Canada.



 


		3.6	Ethical
                                         Practices – Master Distributor shall not directly or indirectly, offer,
                                         pay, promise to pay, or authorize the payment of any money, or offer, give, promise to
                                         give, or authorize the giving of any financial or other advantage or anything else of
                                         value to (i) any official or employee of any government, or any department, agency or
                                         instrumentality thereof, (ii) any political party or official thereof, or to any candidate
                                         for political office, (iii) any official or employee of any public international organization
                                         or (iv) any person acting in an official capacity for on behalf of any of the foregoing,
                                         for the purpose of improperly influencing any act or decision of the official, employee,
                                         party or candidate, or inducing the official, employee, party or candidate to act or
                                         fail to act in violation of his/her lawful duty, or securing any improper advantage for
                                         Master Distributor inducing such official, employee, party or candidate to use his influence
                                         with a foreign government or instrumentality thereof to affect or influence any act or
                                         decision of such government or instrumentality, or otherwise improperly promoting the
                                         business interests of U-Vend in any respect. Master Distributor will defend and indemnify
                                         U-Vend for any loss, costs, claims, or damages resulting from Master Distributors breach
                                         of this Section 3.6, including, without limitation, damages resulting from Master Distributors
                                         obligations under our Master Distributor Agreement. The provisions of this Section 3.6
                                         shall survive the expiration or sooner termination of this Agreement.



 






     
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		3.7	Resolution
                                         of Customer Disputes – Master Distributor shall comply with U-Vend’s
                                         procedures for handling customer inquiries, complaints, Services warranty issues, guarantee/satisfaction
                                         issues and related matters, as such procedures are communicated to Master Distributor
                                         from U-Vend from time to time (and as the same may be updated or amended from time to
                                         time).In addition, Master Distributor shall promptly notify U-Vend of the occurrence
                                         and nature of such matters as and when such matters arise.



 


		3.8	Digital
                                         Kiosk Screens - Master Distributor will manage all digital screens placed on
                                         all Services sold by the Master Distributor within the Territory.



 


		4.	WEB
                                         SITE.



 


		4.1	UVend
                                         Group of Companies Web Site – It is agreed that the Master Distributor
                                         can create and develop a Master Distributor web site at their cost. Any web site developed
                                         by the Master Distributor will need prior approval from U-Vend before it is released.



 


		4.2	Web
                                         Site Links – U-Vend and Master Distributor agree to place links on their
                                         respective web sites to the other party’s web site.



 


		5.	ROYALTY
                                         STRUCTURE.



 


		5.1	Equipment
                                         Royalties - Master Distributor agrees to pay U-Vend 10% of gross sales from all
                                         kiosks, merchandisers or any other equipment corporately owned and operated or sold through
                                         the Reseller program and are payable subject to the payment schedule in Exhibit C.



 


		5.2	Digital
                                         Sales Royalties – Master Distributor agrees to pay U-Vend 10% of gross
                                         sales from all digital sales revenue, corporately owned and operated or sold through
                                         the Reseller program and are payable subject to the payment schedule in Exhibit C.



 


		5.3	Novelty
                                         and/or Retail sales. There are no royalties due to U-Vend from novelty Ice Cream,
                                         retail goods or from Master Distributors Resellers novelty or retail goods sold within
                                         the Territory.



 


		5.4	Payment
                                         – Master Distributor will submit quarterly financial statements with the
                                         royalty payment no later than 10 days after the end of the quarter, as specified in Exhibit
                                         C. 



 


		6.	LICENSES
                                         AND LICENSE FEES.



 


		6.1	License
                                         Rights - U-Vend will own all professional sports licenses and will sub license the
                                         same agreements to Master Distributor unless otherwise agreed to by the Licensor.



 


		6.2	NHL
                                         - U-Vend owns the rights to the executed NHL agreement that includes both the US
                                         and Canadian Territories. With the written consent of the Licensor, the Master Distributor
                                         will have the same rights under the NHL agreement. Master Distributor will have the exclusive
                                         rights for the Territory unless otherwise agreed to by the Licensor.



 






     
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		6.3	NHL
                                         Fee – Unless otherwise agreed to by the Licensor, Master Distributor will have
                                         the right to negotiate the rights to the NHL for the Territory.



 


		6.4	MLB
                                         - U-Vend owns the rights to the executed MLB agreement that is exclusive to the
                                         US Market. The Master Distributor, with U-Vend’s written approval, has the option
                                         to negotiate with MLB for the Canadian rights. If the Master Distributor decides to obtain
                                         these rights the agreement will be in the name of U-Vend with full payment due from the
                                         Master Distributor for these Canadian rights.



 


		6.5	Future
                                         Licenses - It is agreed the if U-Vend submits and is granted any future sports licenses
                                         outside of Master Distributor’s Territory, the Master Distributor will have the
                                         first-right of refusal for the Territory rights to these licenses. It is agreed that
                                         any future potential sports licenses that U-Vend signs, and if Master Distributor wishes
                                         to acquire these additional Territory rights for the license, the Master Distributor
                                         will pay to U-Vend a mutually agreed to pre-paid royalty fee.



 


		6.6	Master
                                         Distributor License Rights - It is agreed that if the Master Distributor wishes to
                                         negotiate a Sports License and U-Vend does not wish to participate in that particular
                                         license that the Master Distributor has the right to enter into said agreement for the
                                         Territory.



 


		6.7	Termination
                                         of License Agreements - In the event that U-Vend is terminated by the Licensor for
                                         any reason the Master Distributor has the right to negotiate with the licensor for the
                                         agreement rights.



 


	7.	MUTUAL
                                         CONFIDENTIAL INFORMATION.



 


		7.1	During
                                         the course of performance of this Agreement, U-Vend may disclose certain confidential
                                         information, which confidential information includes, but is not limited to, the terms
                                         of this Agreement and any information pertaining to U-Vend’s financial affairs,
                                         business systems, marketing strategies, trade secrets, Kiosks, designs, digital equipment,
                                         technology and other technical, digital and commercial information (“Confidential
                                         Information”) to Master Distributor solely to permit Master Distributor to
                                         perform its obligations under this Agreement. Master Distributor shall use its best efforts
                                         to maintain the secrecy of all such Confidential Information. Master Distributor shall
                                         not use, disclose, or otherwise exploit any Confidential Information for any purpose
                                         not specifically authorized by U-Vend in this Agreement. All files, lists, records, documents,
                                         drawings, marketing and advertising campaigns, that incorporate or refer to any Confidential
                                         Information shall be returned or destroyed promptly upon expiration or earlier termination
                                         of this Agreement. Confidential Information shall be disclosed to those employees of
                                         Master Distributor that need such information to perform their obligation to distribute
                                         the Services. For the avoidance of doubt, Master Distributor hereby covenants and agrees
                                         that it shall not disclose, directly or indirectly, any Confidential Information (including
                                         the terms of this Agreement to any self serve kiosk manufacturer, Branding Partners,
                                         licensees other Master Distributors, operators, competitors / non competitor, direct
                                         retail Master Distributor, or any affiliate of any direct Master Distributorship, and
                                         a breach of the foregoing shall be deemed a material breach of this Agreement. The provisions
                                         of this Section 7 shall survive the termination of this Agreement.



 






     
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	8.	TERRITORY OPTIONS AND RULES.






 


		8.1	Rights:
                                         It is agreed that the Master Distributor has first of refusal for other territories
                                         outside of the United States. If Master Distributor is notified by U-Vend of potential
                                         new territories, Master Distributor will have 15 days to accept or decline. If the Master
                                         Distributor notifies U-Vend of its interest in entering another territory, Master Distributor
                                         must have approval from U-Vend. Both parties agree that in the event of additional territories
                                         being awarded to the Master Distributor, the Master Distributor will pay U-Vend a one-time
                                         prepaid royalty fee as specified by U-Vend.



 


		8.2	Transshipment:
                                         Master Distributor shall not directly or indirectly sell or distribute the Services
                                         outside of their Territory without the prior written permission of U-Vend, which may
                                         be withheld in U-Vend’s sole discretion. Master Distributor acknowledges that such
                                         action will cause irreparable and incalculable harm to U-Vend pursuant to this Agreement
                                         and may result in a termination of the Master Distributor Agreement. U-Vend may terminate
                                         this Agreement for cause pursuant to Section 12.2 below if Master Distributor directly
                                         or indirectly sells or distributes the Services outside of the Territory. Upon termination
                                         of the Agreement U-Vend shall be free thereafter to appoint another Master Distributor
                                         for the Territory.



 


		8.3	UV
                                         Digital Lockers: It is agreed that Master Distributor will be the main contact and
                                         distributor to sell Digital Lockers worldwide. It is agreed that U-Vend and Master Distributor
                                         will agree on a “Sale Price” on a per locker basis and share these profits
                                         50/50 and there will not be a royalty applicable on these one-time sales.



 


	9.	INSURANCE






 


		9.1	Master
                                         Distributor shall maintain general and public liability and Services liability insurance
                                         in sums not less than $3,000,000 underlying coverage, and $10,000 per incident / occurrence
                                         in excess and/or umbrella coverage, with a deductible of not more than $10,000 per incident/occurrence.
                                         Master Distributor shall name U-Vend as additional named insured. The policy shall require
                                         insurer to notify U-Vend no less than thirty (30) days prior to any non-renewal or cancellation.
                                         The insurance coverage amount can be changed or modified at any time by U-Vend.



 


	10.	U-VEND INTELLECTUAL PROPERTY. 




 


		10.1	Master
                                         Distributor acknowledges and agrees that, subject to the terms of the Master Distributor
                                         Agreement, that U-Vend will maintain sole and exclusive ownership of all trade secrets,
                                         trade names, trademarks, trade dress, copyrights, logo types, commercial symbols, patents,
                                         or similar rights or registrations, branding labels and designs used on, or in connection
                                         with, the Services now or hereafter held or applied for in connection therewith (collectively,
                                         (U-VEND INC. IP”). Master Distributor acknowledges and agrees that
                                         U-VEND INC IP, and the goodwill associated therewith, are the sole and exclusive property
                                         of U-Vend and, subject to the terms of the Master Distributor Agreement, may be for U-Vend
                                         and their affiliates for any purpose. U-Vend grants Master Distributor the limited, nontransferable
                                         right, during the Term, to use the U-Vend Inc. Intellectual Property solely to promote
                                         the goodwill and sale of the Services in the Territory and solely in accordance with
                                         the terms of this Agreement. Any use of the U-Vend Inc’s. Intellectual Property
                                         by Master Distributor shall be to promote the Services in the best possible manner as
                                         determined by U-Vend in its sole discretion and may be terminated by U-Vend at any time
                                         in U-Vend sole discretion.



 






     
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		10.2	Other
                                         than as expressly set forth in Section 10.1 hereof, as of the date hereof, Master Distributor
                                         has no right, title or interest, and during the Term, Master Distributor shall not acquire
                                         any right, title or interest of any kind or nature whatsoever in or to the U-Vend Inc’s
                                         IP, or the goodwill associated therewith. Master Distributor shall not contest the rights
                                         of U-Vend or its affiliates in respect of U-Vend Inc’s IP, including any additions
                                         or improvements to U-Vend Inc’s Intellectual Property by whomever developed; U-Vend
                                         hereby waives any claim Master Distributor may have, arising under any law or in equity,
                                         with respect to U-Vend Inc’s IP.



 


		10.3	Master
                                         Distributor hereby agrees that it shall not use any other trademark, service mark, trade
                                         name, logo, symbol or device in combination with U-Vend Inc’s IP, other than as
                                         may be required by Applicable Law. In addition, Master Distributor hereby further agrees
                                         that it shall not use any configuration, mark, name, design, logo, insignia, mascot or
                                         other designation confusingly similar to U-Vend Inc’s IP (or which might be considered
                                         a variation or alteration of U-Vend Inc’s IP), either during or after the Term.



 


		10.4	The
                                         Provisions of this Section 10 shall survive the termination of this Agreement.



 


	11. 	PRESS RELEASES




 





		11.1	It
                                         is agreed that the Master Distributor will use its best efforts to assist U-Vend with
                                         any press release within the Territory. U-Vend must approve all press releases prior
                                         to distribution and shall have final and absolute editorial rights to any press release
                                         associated with this Agreement.



 


	12.	TERMINATION. 




 


		12.1	This
Agreement may be terminated with cause as follows:



 


U-Vend
may terminate this Agreement with cause in the event of a material breach by Master Distributor of any provisions of this
Agreement. U-Vend shall provide Master Distributor with written notice, which notice shall (i) indicate the nature of such cause
for termination, and (ii) provide Master Distributor an opportunity to cure such breach within thirty (30) days of Master Distributors
receipt of such written notice. If the Master Distributor shall have failed to cure said breach within said thirty (30) days of
written notice, then this Agreement shall be deemed terminated at the expiration of the aforementioned thirty (30) day period.
In the event Master Distributor is terminated by U-Vend with cause hereunder, such termination shall not terminate Master Distributors
obligation to pay U-Vend for all royalties or fees owed to U-Vend by Master Distributor.


 


		12.2	This
                                         Agreement may be terminated by U-Vend with cause immediately in the event of:



 


		a)	the
                                         liquidation or dissolution or notice thereof of Master Distributors business;






		b)	an
                                         assignment by Master Distributor for the benefit of creditors;






		c)	the
                                         filing of a voluntary or involuntary petition under the provisions of the United States
                                         / Canadian Bankruptcy Code or the appointment of a receiver for the property of Master
                                         Distributor, the filing of which remains uncontested and un-discharged by Master Distributor
                                         at the end of thirty (30) days after such filing;



 






     
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		d)	Master
                                         Distributor failing, or being unable to, pay its obligations as they become due;






		e)	a
                                         breach of Section 16 (assignment) by Master Distributor;






		f)	Master
                                         Distributor failing to meet the Minimum Royalty Commitment;






		g)	Master
                                         Distributor failing to sell any Services for more than thirty (30) days;






		h)	Master
                                         Distributor taking any action that negatively affects the goodwill or reputation of U-Vend
                                         or its Services;






		i)	Master
                                         Distributor failing to pay any sums to U-Vend when due;






		j)	Master
                                         Distributor selling the Services outside the Territory in violation of Sections 2.2 and
                                         8.1 of this Agreement;






		k)	Master
                                         Distributors misuse of U-Vend Inc’s IP in violation of this Agreement, including,
                                         without limitation, Section 3.4 and/or Section 10.



 


		12.3	IN
                                         THE EVENT THIS AGREEMENT IS TERMINATED BY U-VEND WITH CAUSE, OR IN THE EVENT THIS IS
                                         AGREEMENT IS TERMINATED PURSUANT TO SECTION 13 BELOW, MASTER DISTRIBUTOR SHALL NOT BE
                                         ENTITLED TO ANY AMOUNTS UNDER SECTION 12 OF THIS AGREEMENT OR OTHERWISE.



 


	13.	U-VEND INC. INSOLVENCY




 


		13.1	If
                                         the parent company, U-Vend Inc., ceases business operations, files for bankruptcy, or
                                         discontinues operating as a going concern, this Agreement will be immediately terminated.
                                         However, Master Distributor will still have the obligation to pay to U-Vend any outstanding
                                         royalty or other fees currently or previously due to U-Vend.



 


		1.	






	14.	Indemnification.




 


		14.1	U-Vend
                                         Indemnification – U-Vend shall defend, indemnify
                                         and hold harmless Master Distributor, its owners, officers, directors, agents and employees
                                         (“Master Distributor’s Indemnified Parties”), from and against
                                         any and all damages, liabilities, losses, costs and expenses (including, without limitation,
                                         attorneys’ fees) (collectively, ”Losses”) resulting from
                                         any third party claim arising out of or in connection with any breach by U-Vend of any
                                         covenant, obligation, representation or warranty contained herein, or the negligence,
                                         recklessness or willful misconduct of any U-Vend Indemnified Parties (as defined below)
                                         in connection with the performance of any obligations of U-Vend Inc. under this Agreement.



 


		14.2	Master
                                         Distributors Indemnification – Master Distributor
                                         shall defend, indemnify and hold harmless U-Vend, its owners, officers, directors, agents
                                         and employees (“U-Vend Indemnified Parties”), from and against any
                                         and all Losses resulting from any third party and/or Resellers claim arising out of or
                                         in connection with breach by Master Distributor of any covenant, obligation, representation
                                         or warranty contained herein, or the negligence, recklessness or willful misconduct of
                                         any Master Distributor Indemnified Parties in connection with the performance of any
                                         obligations of Master Distributor under this Agreement.



 






     
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		14.3	Procedure
                                         – Any party seeking indemnification under Section 14 of this Agreement
                                         (each, an “Indemnitee”) shall, as a prerequisite of any such claim
                                         of indemnification: (1) notify the indemnifying Party (the “Indemnitee”)
                                         in writing of any claim, or any circumstances which could foreseeably give rise to a
                                         claim, in either case, to which this Section 14 may apply (a “Claim”),
                                         promptly upon becoming aware thereof; provided, however, Indemnities’
                                         failure to give Indemnitee such notice shall not relieve the Indemnitee of its indemnification
                                         obligation under this Agreement except to the extent that the Indemnitor is prejudiced
                                         by Indemnities’ failure or delay in giving such notice; and (2) provide Indemnitor
                                         with the opportunity to assume and control the defense and/or settlement of any such
                                         Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable
                                         to the Indemnitee; provided, however, that an Indemnitee shall have the
                                         right to retain its own counsel, at its own cost and expense, if representation of such
                                         Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual
                                         or potential differing interests between such Indemnitee and any other party represented
                                         by such counsel in such proceedings. If the Indemnitor does not assume the defense of
                                         such Claim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation
                                         to do so; provided, however, the Indemnitee shall not settle or compromise
                                         any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall
                                         not settle or compromise any Claim in any manner which would have an adverse effect on
                                         the Indemnities’ interests, without the prior written consent of the Indemnitee,
                                         which consent, in each case, shall not be unreasonably withheld. The Indemnitee shall
                                         reasonably cooperate with the Indemnitor at the Indemnitors expense and shall make available
                                         to the Indemnitor all pertinent information under the control of the Indemnitee, which
                                         information shall be subject to Section 7.



 


		14.4	Notification
                                         of Unauthorized Use of U-Vend Inc’s IP; No Prosecution – Master Distributor
                                         hereby agrees to notify U-Vend, in writing, as soon as practicable after it becomes aware
                                         of the manufacture, distribution, sale, transshipment, advertisement or promotion of
                                         any Services containing any names, slogans, phrases, designs, materials or artwork that
                                         may constitute infringement of U-Vend Inc’s IP (including, without limitation,
                                         trademark rights and copyrights). Master Distributor further acknowledges and agrees
                                         that it shall not commence, prosecute or institute any action or proceeding against any
                                         person, firm or entity alleging infringement or unauthorized use of U-Vend Inc’s
                                         IP without the prior written consent of U-Vend which may be withheld in its sole discretion.



 


		14.5	Survival
                                         - The Provisions of this Section 14 shall survive the termination of this Agreement.



 


	15.	REPRESENTATIONS; COVENANTS.




 


		15.1	Master
                                         Distributor hereby represents and warrants to U-Vend that, as of the Effective Date:
                                         (a) it is qualified and permitted to enter into this Agreement and that the terms of
                                         this Agreement do not conflict with, and are not inconsistent with any other of its contractual
                                         obligations; (b) it is validly existing and in good standing under the laws of Canada,
                                         and has all necessary corporate power to perform its obligations under this Agreement
                                         and its financial resources are sufficient to enable it to perform all of its obligations
                                         under this Agreement; and (c) it has sufficient personnel and capacity to perform its
                                         obligations under this Agreement.



 






     
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		15.2	Master
                                         Distributor represents and warrants to U-Vend that it has all requisite corporate power
                                         and authority to enter into this Agreement. Master Distributor is qualified and permitted
                                         to enter into this Agreement and that the terms of this Agreement do not conflict with
                                         and are not inconsistent with any other of its contractual obligations.






 


		15.3	Master
                                         Distributor hereby covenants that Master Distributor: (a) shall store the Services in
                                         accordance with all Applicable Laws; (b) shall distribute and ship the Services within
                                         the Territory in accordance with all Applicable Law; (c) shall not sell any Services
                                         unauthorized by U-Vend; (d) shall not adulterate or misbrand any Services, or engage
                                         in any activity that could or does render Kiosks adulterated or misbranded; and (e) shall
                                         maintain all necessary records for compliance with the terms of this Agreement and all
                                         Applicable Laws.



 


		16. 	MODIFICATIONS,
                                         AMENDMENTS AND WAIVERS; ASSIGNMENT.



 


		16.1	This
                                         Agreement may not be modified or amended, including by customs of trade, or course of
                                         dealing, except by an instrument in writing signed by a duly authorized officers of both
                                         of the parties hereto. Performance of any obligation required of a party hereunder may
                                         be waived only by a written waiver signed by a duly authorized officer of the other party,
                                         which waiver shall be effective only with respect to the specific obligation described
                                         therein. The waiver by either party hereto of a breach of any obligation of the other
                                         shall not operate or be construed as a waiver of any subsequent breach of the same provision
                                         or any other provision of this Agreement.



 


		16.2	The
                                         parties hereby covenant and agree that U-Vend shall be permitted to transfer or assign
                                         this Agreement to a successor-in-interest of U-Vend upon notice to, but without the consent
                                         of, Master Distributor.



 


		16.3	U-Vend
                                         grant of distribution rights hereunder is based upon its trust and confidence in Master
                                         Distributor and the current owners of Master Distributor. Master Distributor’s
                                         rights and/or obligations under this Agreement may not be transferred or assigned in
                                         any manner, voluntary or involuntary, to any other person or entity, without the prior
                                         written consent of U-Vend. For purposes of this Section 16.3, a transfer or assignment
                                         shall include, but not be limited to the following: (i) gift, (ii) merger of Master Distributor
                                         (or any parent entity of Master Distributor) with any other entity, and (iii) sale, gift,
                                         transfer or issuance of more than 25% of the equity ownership, stock or assets of Master
                                         Distributor (or any parent entity of Master Distributor) to any person, persons or entities
                                         other than the current owners or their direct family. Master Distributor will not unreasonably
                                         withhold such consent if Master Distributor timely provides U-Vend with all information
                                         it reasonably requires and U-Vend determines that such transfer or assignment will not
                                         impair U-Vend rights or opportunities hereunder nor put U-Vend at risk in any of its
                                         other business dealings. Upon any such transfer or assignment without U-Vend consent,
                                         this Agreement shall be deemed terminated “with cause” by U-Vend without
                                         notice and without opportunity to cure.



 


		17.	FORCE
                                         MAJEURE



 


		17.1	Except
                                         for payment obligations, which shall not be excused, neither party to this Agreement
                                         shall be responsible for any failure to perform due to unforeseen circumstances or to
                                         causes beyond such party’s reasonable control, including but not limited to acts
                                         of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents,
                                         strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
                                         In the event of any such delay, U-Vend Inc. may defer the delivery date for a period
                                         equal to the time of such delay.



  






    	Page 10 of 16 
	 



    	 



    

 


		18.	NOTICES



 


		18.1	Unless
                                         otherwise specifically provided, all notices required or permitted by this Agreement
                                         shall be in writing and may be delivered personally, or may be sent by facsimile or certified
                                         mail, return receipt requested, to the following addresses, unless the parties are subsequently
                                         notified of any change of address. If to Master Distributor, to the notice address set
                                         forth on the signature page to this Agreement.



 





	 	UVend
Group of Companies Group

5330 MAINWAY 

BURLINGTON, ONTARIO L7L 6A4 

ATTENTION: MR. PAUL NEELIN
	 	 
	 	Any
notice shall be deemed to have been received as follows: (i) by personal delivery, upon receipt, (ii) by facsimile or email, twenty
four (24) hours after transmission or dispatch, (iii) by certified mail, five (5) business days after delivery to the Canadian
/ U.S. postal authorities by the party serving notice. If notice is sent by facsimile, a confirming copy of the same shall be
sent by mail to the same address.



 


		19.	ARBITRATION;
                                         INJUNCTIVE RELIEF



 


		19.1	Any
                                         controversy or claim between or among the parties relating to this Agreement shall be
                                         determined by arbitration in accordance with the Arbitration Rules of Canadian and American
                                         Arbitration Associations. The panel shall consist of at least three (3) arbitrators.
                                         Any such arbitration hearing shall be held in local regions of U-Vend Inc., unless the
                                         parties mutually agree otherwise. Notwithstanding the foregoing, Master Distributor acknowledges
                                         and agrees that U-Vend Inc. would be damaged irreparably in the event Master Distributor
                                         fails or refuses to perform its obligations hereunder. Accordingly, Master Distributor
                                         agrees that U-Vend Inc. shall be entitled to an injunction or injunctions to prevent
                                         breaches of the provisions of this Agreement, including without limitation Sections 2,
                                         7, 10, 11, 13, 16, 17 and 18, by U-Vend and to enforce specifically this Agreement and
                                         the terms and provisions hereof without bond or other security being required in any
                                         court in Canada or the United States or, this being in addition to any other remedy to
                                         which U-Vend is entitled at law or in equity.



 


		20.	GOVERNING
                                         LAW



 


		20.1	This
                                         Agreement shall be governed by and construed in accordance with the laws of the State
                                         of Delaware, United States, without regard to conflict of law principles.



 


		21.	Severability



 


		21.1	In
                                         the event that any one or more of the provisions contained in this Agreement shall for
                                         any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction,
                                         such invalidity, illegality or unenforceability shall not affect any other provision
                                         of this Agreement in any other jurisdiction, but this Agreement shall be reformed and
                                         construed in any such jurisdiction as if such invalid or illegal or unenforceable provision
                                         had never been contained herein and such provision shall be reformed so that it would
                                         be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.



  



    	Page 11 of 16 
	 



    	 



    





 


		22.	ENTIRE
                                         AGREEMENT



 


		22.1	This
                                         Agreement together with the Exhibits attached hereto, constitute the entire understanding
                                         and contract between the parties and supersedes and all prior and contemporaneous, oral
                                         or written representations, communications, understandings, and agreements between the
                                         parties with respect to the subject matter hereof. The parties acknowledge and agree
                                         that neither of the parties is entering into this Agreement on the basis of any representations
                                         or promises not expressly contained herein.



 





		23.	TERM



 


		23.1	The
                                         initial term of this Agreement shall be deemed to commence on the Effective Date and
                                         shall continue in full force and effect for five (5) years (the “Term”),
                                         unless earlier terminated in accordance with the terms of this Agreement, including,
                                         without limitation, Section 12. Thereafter, unless either party provides a 30 day notice
                                         of termination prior to the end of the initial five year Term or any subsequent Term,
                                         the Term shall automatically renew and continue on a year to year basis until and unless
                                         terminated as set forth herein. Notwithstanding the foregoing, Master Distributor acknowledges
                                         and agrees that this Agreement may be terminated by U-Vend at any time in accordance
                                         with Section 12 of this Agreement.



 


++++++++++++++++++SIGNATURE
PAGE FOLLOWS+++++++++++++++++


  




    	Page 12 of 16 
	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Master Distributor Agreement to be duly executed by their duly authorized
representatives as of the Effective Date.


 


U-Vend
Inc. 


 


U-VEND,
Inc. 


1507
7th Street, Suite 425 


Santa
Monica, CA 90401 


 





	Raymond Meyers	 	/s/ Raymond Meyers	 	January 26, 2017
	Name (Print)	 	Mr. Raymond Meyers	 	Date
	 	 	 	 	 
	S Audero	 	/s/ S Audero	 	January 26, 2017
	Witness (Print)	 	Signature	 	Date







 


MASTER
Distributor


 


UVend
Group of Companies Group 


5330
MAINWAY 


BURLINGTON,
ONTARIO L7L 6A4


 





	Paul Neelin	 	/s/ Paul Neelin	 	January 26, 2017
	Name (Print)	 	Mr. Paul Neelin	 	Date
	 	 	 	 	 
	M Papescu	 	/s/ M Papescu	 	January 26, 2017
	Witness (Print)	 	Signature	 	Date




 




    	Page 13 of 16 
	 



    	 



    

EXHIBIT
A


 


TERRITORY


 


Subject
to the terms of this Agreement, Master Distributor shall be the exclusive Master Distributor of the Services for:


 


1.       Canada 


2.       Latin
America 



 




    	Page 14 of 16 
	 



    	 



    

EXHIBIT
B


 


U-Vend
Services


 


Digital
Kiosks: Approved self serve kiosks that retails either novelty ice cream or retail and/or retail accessories with a digital
screen attached and approved graphic packages.


 


Digital
Merchandisers: Approved merchandises for “Grab N Go” sales with a digital screen attached and approved graphic
packages.


 


UV
Digital: The management, sales and content development of digital ads, news and/or streaming video to directed
all kiosks and merchandisers within the Canadian Marketplace.


 


Digital
Lockers: The resale of a “Stand Alone Digital Lockers” to existing vending machine owner operators worldwide.


  




    	Page 15 of 16 
	 



    	 



    

 


Digital
Greeters: The resale of a “Stand Alone Digital Greeter” to Canadian 

locations.EXHIBIT C


 


Royalty
Schedule


 


Royalty
Schedule


 


1.          Kiosks:
10% CDN$ of the gross sale price all kiosks opened corporately or sold through the reseller program within the Territory.


 


2.          Merchandisers:
10% CDN$ of the gross sale price all kiosks opened corporately or sold through the reseller program within the Territory.


 


3.          UV
Digital: 10% CDN$ of the gross sale of all digital ads sold to advertisers or through the reseller program within the Territory.


 


4.          Digital
Lockers: 10% CDN$of the gross sale price all Digital Greeters opened corporately or sold through the reseller program within
the Territory.


 


5.          Digital
Greeters: 10% CDN$ of the gross sale price all Digital Greeters opened corporately or sold through the reseller program within
the Territory.


 


6.          Other
Products and Services: A minimum of 10% CDN$ royalty paid to U-Vend by the Master Distributor for units opened corporately
or sold through the reseller program within the Territory.


 


Royalty
Payment Dates


 


1st
Quarter:  January - March - Due no later than April 10th


 


2nd
Quarter: April - May - Due no later than June 10th


 


3rd
Quarter: June - August - Due no later than September 10th


 


4th
Quarter: October - December - Due no later than January 10th 





 






    	Page 16 of 16