INTERNATIONAL TRADE CENTER SERVICE PROVIDER
AGREEMENT


 


This International
Service Provider Agreement (this “Agreement”) is made and effective as of February 1, 2017 (the
“Effective Date”), by and between AmericaTowne, Inc., a Delaware corporation and reporting company under
the rules promulgated by the United States Securities and Exchange Commission, with a mailing address for notice purposes of
4700 Homewood Court, Suite 100 in Raleigh, North Carolina 27609 (“AmericaTowne”) and Mr. Simon ESSI with
an address for notice purposes of 5231 - Rue CEPER - Building CEPCA Yaounde - Republic of Cameroon (the “Service
Provider”). AmericaTowne and the Service Provider may be defined singularly as a “Party” or
collectively as the “Parties.”


 


WITNESSETH


 


WHEREAS, the Parties have
determined that the transaction contemplated by this Agreement would be advantageous and beneficial to them.


 


WHEREAS, the Service Provider
and its management have distinct experience working with potential individuals and businesses
who may be candidates for AmericaTowne’s operations and business, including but not limited to, experience assisting businesses
and entrepreneurs who may be candidates for occupancy, or facilitating the acquisition of goods and performing services to AmericaTowne,
securing funding (credit lines, loans and loan guarantees), insurance, supplier and export contracts and other related services
that could assist candidates in conducting business with AmericaTowne. These services are collectively referred to herein as “Support
Services”


 


WHEREAS,
in consideration for the Service Provider having an agreement with AmericaTowne in providing Support Services, and the Service
Provider in agreeing not to provide similar services to other parties similarly situated as AmericaTowne, the Parties agree to
the terms and conditions of this Agreement.


 


WHEREAS,
the Parties agree that the parties shall form a Limited Liability Company (LLC) whose name will include the word AmericaTowne.
AmericaTowne, Inc. shall determine the LLC’s composition and ownership. The Service Provider shall own no less than 25% of
the LLC. 


 


WHEREAS,
the Parties agree that the location of the Service Provider’s business operations will be in the Mombasa, Kenya or another
location as designated by AmericaTowne.


 


WHEREAS,
the Parties agree that the LLC will operate from a designated location approved by AmericaTowne and that is commensurate with AmericaTowne’s
office in Raleigh, North Carolina, USA. The Service Provider will manage this office. It is agreed that the Service Provider’s
initial office and physical location will be 5231 - Rue CEPER - Building CEPCA Yaounde - Republic of Cameroon.






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WHEREAS,
the Parties agree that the LLC’s ownership may change as directed by AmericaTowne to accommodate other investors, and at
all times the Service Provider’s ownership shall remain at a minimum of 25%.


 


WHEREAS, the Recitals stated
herein are not mere statements, but representations and warranties of the parties, and material terms in which each party has relied
upon in executing this Agreement.


 


NOW, THEREFORE, in consideration
the representations, warranties and agreements herein contained, the Parties agree as follows:


 


1.       Term
of Agreement. This Agreement shall become effective upon the Effective Date and, absent gross negligence, or willful and
material breach of this Agreement or intentional violation of any law by the Service Provider that cannot be reasonably cured
by the Service Provider within thirty (30) days of receipt of written notice by AmericaTowne of the alleged action or
omission, this Agreement shall not be terminated absent mutual written agreement between the Parties prior to December 31,
2021 (the “Term”). The Parties agree that in the event of termination under this Section 1, any and all
corresponding rights, duties and obligations intended to survive post-termination shall remain in full force and effect. Upon
termination under this Section 1, AmericaTowne shall reimburse the Service Provider for any approved compensation and
expenses incurred related to fulfilling its duties under this Agreement. In the event the Parties do not organize the LLC as
contemplated herein, within 45 days of the effective date this Agreement is null and void.


 


2.       Option
and Conditions to Extension of Term. AmericaTowne retains the option to extend the Term under its sole discretion until December
7, 2025 subject to the terms of this Section 2 (the “Option Term”). The Option Term shall become effective provided
AmericaTowne provides written notice to the Service Provider by 10/31/2021 of its intent to exercise the option right herein. AmericaTowne
may terminate this Agreement at any time during the Option Term subject to AmericaTowne providing written notice to the Service
Provider fifteen (15) days prior to the termination. The Parties agree that in the event of termination under this Section 2, any
and all corresponding rights, duties and obligations intended to survive post-termination shall remain in full force and effect.
Upon termination under this Section 2, AmericaTowne shall reimburse the Service Provider for any approved compensation and expenses
incurred related to fulfilling its duties under this Agreement.






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3.       Scope
of Services. The Service Provider shall provide Support Services for the benefit of AmericaTowne
in a manner deemed commercially acceptable by AmericaTowne. The Service Provider’s role is to support AmericaTowne’s
export activities. 


 


4.       Compensation.
In consideration of the Service Provider providing the Support Services to AmericaTowne, the Parties have agreed to the “Compensation
Schedule” attached hereto as Exhibit A. 


 


5.       Independent
Contractor. The Service Provider is an independent contractor, and for the consideration agreed upon herein, agrees to provide
the services identified in Section 3, above, on an exclusive basis to AmericaTowne. AmericaTowne shall cooperate with the Service
Provider in providing the Service Provider with sufficient and confidential information and knowledge of AmericaTowne’s business
in order for the Service Provider to perform under this Agreement. AmericaTowne agrees to be responsible for all costs necessary
in providing this information and knowledge to the Service Provider. The Service Provider has the sole right to control and direct
the means, manner, and method by which the services required by this Agreement will be performed. The Service Provider has the
right to perform the services required by this Agreement at any place or location and at such times as the Service Provider may
determine. The Service Provider has the right to hire assistants as subcontractors or to use employees to provide the services
required by this Agreement provided that such individuals have no less than six months of experience in providing services contemplated
under this Agreement.


 


The Service Provider represents
that those subcontractors or employees performing services under this Agreement on behalf of the Service Provider meet The Service
Provider’s conditions of employment. The Service Provider, or the Service Provider’s employees or contract personnel
shall perform the services required by this Agreement, and AmericaTowne shall not hire, supervise, or pay any assistants to help
the Service Provider. Neither the Service Provider nor the Service Provider’s employees or contract personnel shall receive
any training from the AmericaTowne in the professional skills necessary to perform the services required by this Agreement, unless
otherwise agreed upon by the Parties.


 


6.       Waiver
and Assumption of Liability. The Service Provider assumes all liability for personal injuries of any kind or death directly
related the recklessness or willful misconduct of its performance under this Agreement. The Service Provider assumes all liability
and responsibility for its personal property while acting under this Agreement.


 


7.       Confidential
Information.  The Service Provider will not disclose or use, either during or after the term of this Agreement, any
proprietary or confidential information of AmericaTowne without AmericaTowne’s prior written consent except to the extent
necessary to perform services on AmericaTowne’s behalf. Proprietary or confidential information includes the written, printed,
graphic, or electronically recorded materials furnished by the AmericaTowne for the Service Provider to use; information belonging
to AmericaTowne about whom the Service Provider gained knowledge as a result of the Service Provider’s services to AmericaTowne.
AmericaTowne agrees it will not provide the Service Provider with false written or verbal information. The Service Provider shall
not be restricted in using any material that is publicly available, already in the Service Provider’s possession, or known
to the Service Provider without restriction, or the Service Provider from sources other than AmericaTowne rightfully obtains that.
On termination of this Agreement, the Service Provider shall deliver to AmericaTowne all materials in the Service Provider’s
possession relating to AmericaTowne’s business.






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8.       Agreement
Not to Circumvent. The Parties agree that the AmericaTowne has a legitimate business purpose in seeking a restrictive covenant
from the Service Provider not to directly or indirectly circumvent confidential information in order to either benefit directly
or indirectly from the opportunities presented by and paid for by AmericaTowne. The Parties agree that the restrictions in this
section are fair and reasonable in all respects. If any provision of this section are ever held by a court to be unreasonable,
the Parties agree that this section shall be enforced to the extent it is deemed to be reasonable. This section survives any termination
of this Agreement.


 


9.       Covenant
Not to Compete. The Service Provider agrees that in consideration of the compensation set forth herein and in consideration
of the AmericaTowne sharing confidential and proprietary information with the Service Provider, the Service Provider agrees that
during the Term herein and for six (6) months after termination of this Agreement, the Service Provider shall not actively compete
against AmericaTowne in the United States of America or in any other country in which the AmericaTowne now or during the Term or,
if applicable, the Option Term of this Agreement does business. By executing this Agreement, the Service Provider agrees that the
AmericaTowne has a legitimate business interest in seeking the restrictive covenant herein.


 


10.       Intellectual
Property. All materials developed by the Service Provider for AmericaTowne, if any, will belong exclusively to AmericaTowne,
and will be deemed to have been developed and created by the Service Provider for AmericaTowne as “work for hire.”


 


11.       Mutual
Indemnification/Hold Harmless. The Service Provider, as an independent contractor, agrees to indemnify, defend, and hold harmless
AmericaTowne from any and all liability resulting from intentional or reckless acts or the acts of the employees or agents of the
Service Provider. Likewise, AmericaTowne agrees to indemnify, defend, and hold harmless the Service Provider from any and all liability
resulting from intentional or reckless acts or the acts of the employees, agents, franchisees, licensees, directors or officers
of AmericaTowne.


 


The party entitled to
indemnification is defined in this Section 10 as the “Indemnified Party,” and the party providing the
indemnity is the “Indemnifying Party.” In the event of a lawsuit, investigation, or claim, the
Indemnifying Party will, at its sole discretion, cost and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Party from losses arising out of or resulting from any inaccuracy, misrepresentation or breach or non-fulfillment
of any covenant or agreement by the Indemnifying Party in connection with: (i) any and all claims, liabilities, losses or
damages related solely and exclusively to statements prepared by, or made by, the Indemnified Party that were either approved
in advance by the Indemnifying Party or entirely based on information provided by the Indemnifying Party to the Indemnified
Party expressly for use in connection with the services under this Agreement, and (ii) all claims, actions, Suits,
proceedings, demands, assessments, judgments, costs and expenses, including, without limitation, any legal fees and expenses,
incident to any of the foregoing, except in case of the   Indemnified Party’s gross negligence, bad faith or
willful misconduct with respect thereto.


 


12.       Permits
and Licenses. The Service Provider declares that it has complied with all federal, state, and local laws requiring business
permits, certificates, and licenses required to carry out the services to be performed under this Agreement.


 






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13.       Assignment.
Neither party shall assign its rights or duties under this Agreement unless it receives the prior written approval of the other
party, which approval may be withheld in such party’s sole discretion.


 


14.       Amendment.
This Agreement may be amended by a writing signed by the Parties.


 


15.       Severability.
If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined
to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the
court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent
necessary to make it enforceable and enforce it in its modified form for all purposes of this Agreement.


 


16.       Complete
Agreement. This Agreement, and the Compensation Schedule, contains the entire agreement between the Parties with respect to
the matters covered herein. The Service Provider acknowledges that this Agreement is entered into solely on the basis of the written
representations contained herein.


 


17.       Applicable
Law. The laws of North Carolina shall govern this Agreement. The Parties agree that, should any dispute arise out of, in connection
with, or relating to this Agreement, that they shall cooperate in good faith to resolve any such disputes, and if unsuccessful,
the Parties agree to binding arbitration under the procedural rules of the American Arbitration Association. The Parties agree
that such arbitration shall be final and binding, and that by agreeing to arbitration, are waiving their right to seek legal remedies
in Court and agree to waive the right to a trial by jury; however, the Parties agree that they have the right to seek equitable
relief from a Court of competent jurisdiction for any alleged breach of Sections 7 through 10 of this Agreement.


 


18.       Counterparts;
Electronic or Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be communicated
by facsimile and or other electronic transmission and shall be binding upon the parties hereto so transmitting their signatures.
Counterparts with original signatures shall be provided to the other parties hereto following the applicable transmission; provided
that the failure to provide the original counterpart shall have no effect on the validity or the binding nature of this Agreement.


 


19.       Joint
Drafting, Negotiation and Conflict Waiver. Each Party agrees that they have had an opportunity to participate in the drafting,
preparation and negotiation of this Agreement. Each of the Parties expressly acknowledges such participation and negotiation in
order to avoid the application of any rule construing contractual language against the drafter thereof and agrees that the provisions
of this Agreement shall be construed without prejudice to the Party who actually memorialized this Agreement in final form.






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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as of the date set forth above.


 


AMERICATOWNE, INC.


 


By: /s/Alton Perkins


Alton Perkins


Chairman of the Board


Authorized by Board of Directors


 


Date: February 4, 2016


 


THE SERVICE PROVIDER


 


 


By: /s/Simon Essi


Mr. Simon
Essi


 


Date: February 4, 2016










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MUTUAL COMPENSATION SCHEDULE


 


This
Compensation Schedule (this “Schedule”) is made and effective as of February 2, 2017, (the
“Effective Date”), by and between AmericaTowne, Inc., a Delaware corporation and reporting company under the
rules promulgated by the United States Securities and Exchange Commission, with a mailing address for notice purposes of 4700 Homewood
Court, Suite 100 in Raleigh, North Carolina 27609 (“AmericaTowne”) and Mr. Simon ESSI with an address
for notice purposes of 5231 - Rue CEPER - Building CEPCA Yaounde - Republic of Cameroon (the “Service Provider”),
and is incorporated into and merged with the International Trade Center Service Provider Agreement between the Service Provider
and AmericaTowne (the “Agreement”.) AmericaTowne and the Service Provider may be defined singularly as a “Party”
or collectively as the “Parties.”


 


WHEREAS, until further
written amendment hereto signed by the Parties, the Parties agree that this Schedule shall govern compensation from AmericaTowne
to the Service Provider for providing those services set forth in the Agreement.


 


NOW, THEREFORE, in consideration
the representations, warranties and agreements herein contained, the Parties agree as follows:


 


1.       Support
Services. Subject to the disclosures set forth in Section 3 and Section 4 of this Schedule, during the Term and, if applicable,
the Option Term, as these terms are defined in the Agreement, AmericaTowne shall pay the Service Provider:


 


a) Solely at AmericaTowne’s
discretion a fee equal to 1.0% to 13% of the gross

value of all funds, insurance, loans and or guarantees charged and collected from those businesses and individuals participating
or contracting with AmericaTowne export program;


b) A stock award of 25,000 shares
of AmericaTowne’s commons stock one year after this agreement is signed and it is still in force and affect;


c) Starting at the end of the third
month, provided that the Service provider has met the production schedule, a monthly stipend $1,600.00 paid solely at the discretion
of AmericaTowne; and


d) A stock option of 25,000 shares
of commons stock of AmericaTowne for each year the

agreement is in force for up to five years. Starting in the year 2017 and each year thereafter, the option can be exercised annually
in the month of December on or before the 31st of December at the option price of $1.50 per common share.







          2.       In addition, the Service Provider
agrees to pay AmericaTowne a nonrefundable service fee of $55,000.00 USD on the Effective Date (the "Service Fee"). The
Service Fee is recognized when deliverables are provided. The Service Fee is paid for deliverables including the formation and
registration of the LLC, recording the Service Provider’s ownership interest in the newly formed entity, and the delivery
of marketing materials to be used by the Service Provider. The Service Fee is to be paid as follows: $5,000 upon signing this agreement;
and monthly payments of $1,000.00 a month for fifty months. The first monthly payment will start on 30 March 2017, and run for
50 consecutive months. At the discretion of AmericaTowne Inc. the Service Provider may be required to sign a note for outstanding
service fees. In addition, AmericaTowne Inc. at its sole discretion may exchange other assets or items of value for payments due.
The Service Provider shall be given credit for any and all funds paid pursuant to this agreement.


 






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3.       The
Service Provider Is Not A Real Estate Broker. AmericaTowne agrees that the Service Provider is not being compensated as a real
estate broker or salesperson as the Service Provider is not licensed as such a broker or salesperson, and the Service Provider
shall not sell or offer for sale, buy or offer to buy, provide or offer to provide market analyses, list or offer or attempt to
list, or negotiate the purchase or sale or exchange or mortgage of real estate, and AmericaTowne acknowledges and agrees that it
will retain its own attorneys, accountants and real estate brokers and/or salespeople, as needed, for any transactions contemplated
under the Agreement and this Schedule.


 


4.       The
Service Provider Is Not A Securities Broker or Dealer. AmericaTowne agrees that the Service Provider is not being compensated
as a broker/dealer or registered FINRA representative in the business of selling securities. AmericaTowne acknowledges that the
Agreement and this Schedule is limited solely to consulting and advisory services, and AmericaTowne agrees that the compensation
set forth herein shall be categorized as valuable consideration in the context of facilitating the services under the Agreement,
and payment of any consideration under this Schedule constitutes a waiver and release of any claims by AmericaTowne that the payment
is related in any manner to the sale of securities.


 


5.       Merger
and Integration. This Schedule, along with the Agreement, contain the entire agreements of the Parties, and any and all prior
schedules, agreements, representations, promises or, to the extent recognized by a court of competent jurisdiction to constitute
binding duties and obligations under North Carolina law, are superseded by and/or merged into the aforementioned agreements.


 


6.       Miscellaneous.
The Parties agree that all other remaining provisions set forth in the Agreement are incorporated by reference as if fully stated
herein.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Schedule to be executed and delivered as of the date set forth above.


 


AMERICATOWNE, INC.


 


By: /s/Alton Perkins


Alton Perkins


Chairman of the Board


Authorized by Board of Directors


 


Date: February 4, 2016


 


THE SERVICE PROVIDER


 


 


By: /s/Simon Essi


Mr. Simon
Essi


 


Date: February 4, 2016



 







 


 






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