Master
                           Services Agreement (MSA) – Pelican Delivers, Inc.
                           

                           MSA Number SMI-2020-PDI-01
	 



 


This
Master Services Agreement (“MSA” or “Agreement”) is entered
into on February 21, 2020 (herein “Effective Date”) between SHINE
Management, Inc., a Commonwealth of Virginia Corporation (herein “SMI”)
and Pelican Delivers, Inc., 3100 Bucklin Hill Rd, Suite 220,
Silverdale, WA, 98383, a Nevada Corporation (herein “CLIENT”);
together they may be represented in this Agreement as “Parties” or individually
as “Party.”


 


1
SERVICES


 


Scope:
SMI is retained by CLIENT to provide the
services (“Services”) described in the Statement of Work (“SOW”)
attached to this MSA. Any Financial or Accounting Services are provided in an advisory
capacity and not as part of an audit or attest function
within the meaning of the statutes
of the Virginia State Board of Accountancy.


 


Changes
to Services: CLIENT may request changes to an SOW by submitting a Change Order
(CO) request in writing. The SOW will be modified in writing as mutually agreed
by the Parties, including any agreed
upon adjustments to price or delivery schedule.


 


Performance
Standard and Warranty: SMI warrants and represents that Services will be performed
in a professional and timely manner. Any perceived Services deficiencies must
be reported in writing to SMI within ten (10) days of invoice receipt. CLIENT’s
sole and exclusive remedy for breach of this
warranty will be re-performance of the deficient Services. If, for any reason,
SMI fails to correct the perceived deficiencies,
CLIENT may terminate this Agreement as provided in Section 5. Delays in the
provision of any portion of the Services occasioned
by CLIENT’s failure to timely complete a task or adhere
to its own schedule will not be the
responsibility of SMI.


 


2
RELATIONSHIP OF PARTIES


  


Independent
Contractor: SMI will perform the Services as an independent
contractor and not as an employee of CLIENT. SMI may use employees or subcontractors
in the performance of Services (“SMI Personnel”). SMI is solely responsible
for all taxes on income received from


its
performance of the Services hereunder. CLIENT assumes no liability
or responsibility for SMI Personnel other
than as specifically stated in this
Agreement.


 


For
SMI Personnel Working Onsite: SMI Personnel working onsite
will comply with all policies
and rules of CLIENT. CLIENT will be responsible for the following (as needed):
(i) provide CLIENT workplace training/orientation;
(ii) disclose CLIENT’s organizational infrastructure and job functions
of key employees as well as introduce
relevant key CLIENT personnel; (iii)
provide relevant information and documents as needed for
SMI Personnel to provide the Services; and (iv) provide
on-site work space for any Services
to be delivered.


 


Limitation
on Participation in CLIENT Workplace: CLIENT should only provide materials
and equipment to SMI Personnel which are essential to the performance of
Services. Additionally, CLIENT should use discretion when involving SMI
Personnel in CLIENT functions and meetings and limit the
involvement of SMI Personnel to meetings and functions related to
the Services.


 


CLIENT
Workplace Regulations: CLIENT is solely responsible for (i) ensuring its workplace
meets federal and state standards or regulations for a place of employment free
from recognized hazards likely to cause death or serious
physical harm; (ii) for training SMI


 






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    	Master Services Agreement (MSA) – Pelican Delivers, Inc. 
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Personnel
with respect to any site-specific duties
or expectations regarding hazards to
which SMI Personnel may be exposed, and (iii) for recording any illness
or injury experienced by any SMI Personnel as required
by federal law. Additionally, (iv)
CLIENT shall be solely responsible to provide a discrimination-free
and harassment-free work environment.


 


3
INVOICING


 


SMI
will submit detailed and timely invoices per the terms of each SOW, not more frequently
than monthly so long as payments are timely, and
not later than sixty (60) days after the
work has been completed. Invoices may be
fixed price or time and materials, depending on the individual
SOW, and may include reimbursement for reasonable, necessary, and actual
out-of- pocket expenses incurred by SMI Personnel in the
performance of the Services. Out-of-Pocket Expenses may include travel
(mileage, meals, and lodging), material purchases, and administrative fees;
are subject to CLIENT’s prior written approval; and will
be supported by reasonable documentation.


 


4
PAYMENT


 


Payment:
CLIENT will pay invoices within fifteen
(15) days of the invoice date to the remittance address on the
invoice or by ACH or wire. If CLIENT disputes any charge on a given invoice
then CLIENT will pay all non-disputed charges and
document the disputed charges in writing to SMI within fifteen (15) days
of the invoice date, or all fees and
charges will stand. SMI reserves the right to immediately stop services if not paid
on a timely basis and/or require a deposit.


 


*Late
Payments: CLIENT agrees to pay SMI interest for charges not paid
within thirty (30) days after the
invoice date, at the compounded rate
of 1.5% per month or the maximum allowed by law, whichever is less, calculated from
the payment due date until the balance is paid
in full, even if the Agreement/SOW has been terminated. CLIENT will be responsible
for any costs, including attorney’s fees, incurred by SMI in collecting
any past due amounts under this
Agreement.


 


5
TERM AND TERMINATION


 


Term:
The term of this Agreement will begin on the Effective Date and will remain in full force and effect until
the expiration of the term of
all Services. Each SOW commences on the effective date
identified therein and continues until
the Services are complete or the Agreement is terminated. A SOW’s termination shall not modify
the Term of this Agreement nor the term of any other SOW; however, the expiration
or termination of this Agreement
shall immediately terminate all SOWs executed hereunder.


 


Termination:
Either Party
may terminate this Agreement and/or any applicable
SOW (unless otherwise noted therein) at any time without cause
upon thirty (30) days prior written notice to the other Party.


 


6
CONFIDENTIAL INFORMATION (CI)*


 


Confidential
Information (CI): CI refers to all information of a Party (“Disclosing
Party”) that has been disclosed to the
other Party (“Receiving Party”) and is designated
in writing as CI


 






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unless
an exclusion applies. CI may include information
concerning a Party’s existing business and its systems, plans, trade
secrets, prices, and pricing information. Except as explicitly
stated in this Agreement, Receiving Party is
granted no license or conveyance
of Disclosing Party’s CI.


 


Use
and Protection of CI: The Receiving Party acknowledges the economic
value to the Disclosing Party of its CI. For five (5) years after receiving
CI, the Receiving Party shall:


		·	use
                                         the CI only for evaluating or executing
                                         the potential or
                                         actual business relationship;



		·	safeguard
                                         the CI with the same degree of care to avoid
                                         unauthorized disclosure as recipient
                                         uses to protect its own CI;



		·	not
                                         disclose CI to any person or entity without
                                         prior written consent;



		·	restrict
                                         CI disclosure solely to those employees,
                                         affiliates, and authorized representatives
                                         with a “need to know”
                                         and advise them of their obligations;



		·	make
                                         only copies of the CI necessary for those
                                         personnel who require it and
                                         appropriately label each copy as
                                         CI;



		·	immediately
                                         upon the request of the Disclosing
                                         Party, destroy or return all CI and certify such actions
                                         within 30 days.





 


Exclusions:
CI will not include information
which: (i) is publicly available as of the Effective Date or becomes publicly
available thereafter through no fault of the Receiving Party; (ii) the Receiving
Party rightfully possessed before it received it from the Disclosing
Party; (iii) is subsequently
given to the Receiving Party by a third
party without restrictions on disclosure;
or


(iv)
is required to be disclosed by law,
provided that the Receiving Party will promptly notify the Disclosing Party and cooperate,
at the Disclosing Party’s expense,
to permit the Disclosing Party
to seek appropriate protective orders from the issuing
court of government authority limiting disclosure
or use of the CI.


 


Remedies:
If the Receiving Party discloses
or uses (or threatens to disclose or
use) any CI of the Disclosing Party in breach of protections
hereunder, the Disclosing Party may, in addition to any other remedies available,
seek injunctive relief to enjoin such acts.


 


7
PROPRIETARY RIGHTS*


 





Work
for Hire: All written and digital
reports, documents, or other materials (“Work”)
created, developed, or produced by SMI during performance of the Services
are “work for hire” and will be the property of CLIENT. SMI agrees that
all right, title and interest in such
Work belongs to CLIENT, without restriction
in its use or dissemination; provided
however, that CLIENT will not acquire any ownership rights in or to anything
not created during the Services and
proprietary to SMI. If any pre-existing works are contained in the
Services and inseparable therefrom, SMI grants to CLIENT an irrevocable, non-exclusive
worldwide, royalty-free license to (a) use the works; and (b)
authorize and sublicense others from
time to time to do any or all the prior.


 


Third
Party License: To the extent SMI uses or otherwise incorporates
third party software or works in the Services, CLIENT will have and obtain
the perpetual, irrevocable, nonexclusive,


 





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worldwide,
royalty-free right and license to (a)
use the third party works; and (b) authorize or sublicense
others from time to time to do any or all of the foregoing.


 


8
NON-SOLICITATION* 


CLIENT
acknowledges that SMI has expended resources
in the training and acquisition of employees and subcontractors
with certain skills and expertise
and has a legitimate business interest in preserving its relationships with such
employees and subcontractors. Therefore, CLIENT agrees that at all
times during the Term and for twelve (12) months after the engagement terminates,
CLIENT will not, except with written consent, directly or indirectly,
whether individually or as an
officer, director, employee, consultant, partner, stockholder, individual proprietor, joint
venturer, investor, lender, consultant or in any other capacity
whatsoever: solicit, divert, hire, retain (including as
a consultant) or encourage to
leave the employment or engagement of SMI any employee or subcontractor of SMI, or
hire or retain (including as a consultant)
any former employee or subcontractor of SMI who has left the employment or
engagement of SMI within twelve (12) months prior to such hiring or retention.


 


9
GENERAL PROVISIONS


 


*Limitation
of Liability: In order for CLIENT to obtain
the benefit of a fee which includes a lesser allowance for risk funding, CLIENT agrees
to limit SMI’s liability arising from SMI’s professional acts, errors or omissions such that the total liability of
SMI shall not exceed SMI’s total fees for the Services rendered under the applicable SOW; provided that, however, for claims
arising under a policy for which SMI carries insurance as provided below, the liability of SMI will be limited to the amount
payable under the insurance policy which covers the claim in question.


 


Indemnification:
Each Party agrees to indemnify,
defend and hold harmless the
other Party and its subsidiaries, and
their respective officers, directors, employees,
agents, successors and assigns, as applicable, at its expense, from any and
all third party claims, actions, damages, liabilities, costs and expenses,
including reasonable attorneys’ fees and expenses, arising directly from or related to
the indemnifying Party’s breach of its representations, warranties,
covenants and obligations under this
Agreement, including any SOW.


 


Governing
Law: This Agreement is governed by the laws of the Commonwealth of Virginia and
will be governed by and construed and
enforced in accordance with its laws. The federal and state courts
located in Albemarle County, Virginia will have jurisdiction to adjudicate
any dispute arising out of or relating to this
Agreement.


 


Force
Majeure: SMI is not responsible for delays
or failures to perform its responsibilities
under this Agreement due to causes
beyond its reasonable control; provided however, that SMI will promptly resume performance
as soon as reasonably practical.


 


Insurance/Authorization:
SMI will carry adequate liability, property, workers’ compensation,
umbrella and other insurance of a kind
and in an amount generally carried by persons
engaged in the same or a similar kind of business similarly situated, unless,
in any case, other types of insurance or higher amounts are required by CLIENT.
SMI hereby represents, warrants, and


 






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covenants
to CLIENT that it has and/or will have
and maintain all necessary permits, license, approvals and
authorizations applicable to its obligations contemplated under this Agreement.


 


Client
will carry Public Company Management
Liability Insurance upon effectiveness
of its S1 filings in an amount as approved by the Client’s Board of Directors,
specifically covering the CFO consultant as a covered individual
at all times after S1 effectiveness and continuing
for a 2 year period after termination of this agreement. At any time during the public
company service period Client terminates coverage or removes CFO Consultant
as a covered individual, Client much immediately notice
CFO Consultant and SMI.


 


Entire
Agreement: This Agreement and all SOWs
constitute the entire agreement between the Parties. However, if a more stringent
Non-Disclosure Agreement (NDA) has been signed between the parties then the NDA terms
on the handling of proprietary and/or CI shall apply notwithstanding
any terms of this Agreement that may be in conflict with the NDA. Only changes
to this Agreement in writing and signed
by both parties are accepted and effective.


 


Survival:
Sections marked with asterisk (*) will survive the
termination of this Agreement, regardless of
the reason for the termination.


 


Authorized
Representatives: The persons whose signatures
appear below are authorized to bind CLIENT and SMI and any changes or notice,
request, approval, or consent between the Parties in writing.


 


Notice:
Notice may be served personally or by certified mail
(postage prepaid), internationally commercially recognized
overnight delivery service (e.g., Federal
Express), or courier. Notice shall be deemed
served upon personal delivery or upon receipt
id delivered by courier or overnight
delivery, or upon the third business
day after the date sent for other notices.


 


Acknowledgement:
CLIENT acknowledges that SMI may have paid a referral fee
related to this Agreement.


 


Counterparts/Electronic
Signatures:
A Party who executes this Agreement by typing a name on the signature line
below (“Electronic Signature”) agrees that its signature is
the legal equivalent to a handwritten signature
and it will have the same binding legal effect. Also, both parties do not
need to sign the same document. It is sufficient
if each party signs a separate
document and provides a copy to the other party


 






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    	Master Services Agreement (MSA) – Pelican Delivers, Inc. 
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Upon
the terms and conditions herein, the Parties have caused
this Master Services Agreement to be executed
by their duly authorized representatives, as of the Effective Date on Page
1.


 





	SHINE
    Management, Inc.	Pelican
    Delivers, Inc.
	 	 
	Signature: /s/ Debra R. Hoopes	Signature: /s/ David Baker
	Name, Title: Debra R. Hoopes, CFO & Chief
    Admin Officer	Name, Title: David Baker, Board Member
	Address: One Morton Drive, Suite 201, Charlottesville,
    VA 22903	Address: 3100 Bucklin Hill Rd, Silverdale, WA
    98383
	Date: 2/25/2020	Date: 2/25/2020






 



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    	Master Services Agreement (MSA) – Pelican Delivers, Inc. 
 MSA Number SMI-2020-PDI-01	 



    




 




Statement
of Work


SOW
No: SMI-2020-PDI-01_001


Project:
Fractional CFO and Accounting


This
Statement of Work (SOW) is entered into this 21 day of February 2020
by and between SHINE Management Inc. ("SMI") and Pelican Delivers,
Inc. ("CLIENT") and is subject to the terms and conditions contained
in the Master Services Agreement
(“Agreement”; MSA Number SMI-2020-PDI-01 entered into by SMI and CLIENT on the 21 day of February
2020, the terms and conditions
of which are incorporated herein by reference.
In the event of a conflict between
this SOW and the Agreement, the terms of this SOW shall govern solely with regard
to the Scope of Services and Deliverables. All other terms
of the Agreement shall govern.


 


Points-of-Contact


 


Primary
CLIENT Contact: Tina Comeau; tina@pelicandelivers.com Alternate CLIENT Contact: Dave
Comeau; dave@pelicandelivers.com


 


Primary
SMI Contact: Debra Hoopes (703) 895-3408; dhoopes@shinemanagement.com Alternate SMI Contact: Jeff Thomas; (434) 322-3000; jthomas@shinemanagement.com


 


Scope
of Services


 


Fractional
CFO (signature authority as Acting CFO)
and full scope accounting support.


 


Deliverables


 





Definition:
Deliverables are defined as hardcopy or electronic
documents (including but not limited to specifications,
proposals, summaries, analysis, etc.), software, ideas,
etc. that are to be completed by SMI and delivered in
accordance with the terms and timeframe of this SOW.


 


The
deliverables for this effort are as
follows:


1.
Complete 2019 financials and audit


2.
Interface with auditor and tax preparers


3.
Draft SEC filings, working with SEC council


4.
Ensure 2019 books are correct by quarter (necessary for 10Q
filings going forward)


5.
Update company’s S1 filing


6. Continue to support accurate books by quarter for 2020 supporting future
10Q’s after S1 is approved


7. Full scope bookkeeping activities including payables, receivables, payroll processing, cash
payments processing, accruals, complex accounting
concepts addressed as necessary, all reconciliations
of balance sheet accounts


8.
Internal financial statement preparation, budget variance analysis


9.
Forecasting and budgeting if requested


10.
Support other types of tax filings where needed (sales and use,
property tax)


 


11. 
Suggest proper controls and practices fitting for a public company including
documentation of policies

 






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    	Master Services Agreement (MSA) – Pelican Delivers, Inc. 
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Term


 


SMI
will begin performance on this effort and provide the requested services for an initial
term beginning upon signature and ending
September 30, 2020 (Introductory rate period) and thereafter for period of 90
days. This Term will extend under
the same terms and conditions quarter to quarter with a 60-day notice to terminate
on either side.


 


Fees


 


SMI
proposes to complete this project on
a time and material basis according to the table below:


 





	Labor
    Category	Introductory
    rate per hour through 9/30/2020
	CFO	$158.00
	Controller	$112.00
	Sr.
    Accountant	$60.00
	Staff
    Accountant	$46.00
	 
	Labor
    Category	Rate
    per hour beginning 10/1/2020
	CFO	$225.00
	Controller	$160.00
	Sr.
    Accountant	85.00
	Staff
    Accountant	$65.00
	 


  


Client
will issue 60,000 restricted common stock shares to SMI
upon execution of this agreement. Shares will be immediately transferrable
without regard to vesting and will vest pro rata on that last day of each
month beginning March 31, 2020 and ending September 30, 2020.


 


**
Client deposit of $7,500.00 is required
upon execution and deposit will be held and applied to the earlier of the last invoice
at termination of service or the
next invoice after the completion of Client’s successful capital raise
under its S1 filing.


 


Assumptions 


 


The
following assumptions govern this effort:


1.
SMI will provide the services as set forth above.


2. SMI shall bill all fees and reimbursable
expenses, including travel expenses if applicable,
to CLIENT monthly.

 





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Acceptance


 


To
execute this Statement of Work, the
following authorizations are required.


 





	SHINE
    Management, Inc.	Pelican
    Delivers, Inc.
	 	 
	Signature: /s/ Debra R. Hoopes	Signature: /s/ David Baker
	Name, Title: Debra R. Hoopes, CFO & Chief
    Admin Officer	Name, Title: David Baker, Board Member
	Date: 2/25/2020	Date: 2/25/2020


 





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