Exhibit
10.1


 


CONFIDENTIAL
PORTIONS OF THE AGREEMENT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K ITEM 601(b) OF THE SECURITIES ACT OF 1933, AS AMENDED.
CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBITS BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH AN ASTERISK [*].


 


 


 


	 	

    PROPOSAL FOR SERVICES
	 	 
	 	 
	proposal
    ref No: 	[*]
	 	 
	Project
    Name:	Orlando
    Magic
	 	 
	Client:	Orlando
    Magic Ltd.
	 	 
	CONTACT
    PERSON:	David
        Painter

        Email:
        [*] 

	 	 
	Client
    Address:	Orlando
        Magic Ltd.

        [*]

         

        Orlando,
        FL 

	 	 


 


	CLIENT
    has requested a Proposal from Altitude International Inc. (hereinafter “ALTD”) to perform the following Services:
	 
	Scope
    of Services	 
	 	 
	The
    ALTD scope will be to manufacture, install and test/commission an Altitude International Altitude System at the Orlando Magic
    Training Facility in Orlando, FL. Please see Attachment 1 for additional details.
	 
	Compensation	 
	 	 
	Compensation
    by Client to ALTD shall be USD $[*]. 
	 
	Schedule	 
	 	 
	From
    the date of Project Award and receipt of the Advance Payment to final testing and commissioning, we anticipate a period of
    [*] weeks. Please see Attachment 3 for additional details. Please note that the Schedule will be subject to delays in the
    construction Orlando Magic Training Facility.
	 
	Other
    Terms	 
	 	 
	Please
    see Attachment 4 – Warranty and Maintenance/Service Schedule attached.
	 
	Services
    covered by this AGREEMENT will be performed in accordance with the attached Provisions, Schedules and Plans. This AGREEMENT
    supersedes all prior agreements and understandings and cannot be superseded.


 






    	 



     


    

 


	CLIENT:
     	ALTD
    INC.:
	 	 
	Signature	/s/Alex
    Martins	 	Signature	/s/Greg
    Breunich
	Name
    (printed)	Alex
    Martins	 	Name
    (printed)	Greg
    Breunich
	Title	CEO	 	Title	Chief
    Executive Officer
	Date	2/17/21	 	Date	16
    February, 2021


 


PROVISIONS


 


	1.	Authorization
    to Proceed
	 	 
	 	Execution
    of this AGREEMENT by CLIENT will be authorization for Altitude International (hereinafter ALTD) to proceed with the Services,
    unless otherwise provided for in this AGREEMENT.
	 	 
	2.	Standard
    of Care
	 	 
	 	The
    standard of care applicable to ALTD’s services will be the degree of skill and diligence normally employed by professional
    engineers or consultants performing the same or similar services at the time ALTD’s services are performed. ALTD will
    re-perform any services not meeting this standard without additional compensation.
	 	 
	3.	Payment
    to ALTD
	 	 
	 	When
    invoices are issued by ALTD for Goods or Services performed under this AGREEMENT, CLIENT shall
    pay each undisputed invoice within 30 days of receipt. Interest at a rate of 1-1/2 percent per month may be charged on all
    past-due amounts.
	 	 
	 	In
    the event of a disputed billing, only that disputed portion may be withheld from payment, and the undisputed portion will
    be paid. CLIENT will exercise reasonableness in disputing any bill or portion thereof. No interest will accrue on any disputed
    portion of the billing until mutually resolved.
	 	 
	4.	Limitation
    of Liability
	 	 
	 	EXCEPT
    FOR THE INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTION 17 AND THE CONFIDENTIALITY OBLIGATIONS PROVIDED IN SECTION 11 HEREOF,
    NEITHER PARTY’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND
    WHETHER IN TORT OR CONTRACT, SHALL EXCEED DIRECT DAMAGES. IN NO EVENT SHALL ALTD BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL,
    OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF EITHER
    PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN. This
    Provision takes precedence over any conflicting Provision of this AGREEMENT or any document incorporated into it or referenced
    by it. In no event shall either party, its affiliated companies, officers, employees, or any of its subcontractors be liable
    for any incidental, indirect, special, punitive, economic or consequential damages, including but not limited to loss of revenue
    or profits, suffered or incurred by other party or any of its agents, including other contractors engaged at the project site,
    as a result of this Agreement or a party’s performance or non-performance of services pursuant to this Agreement. Limitations
    of liability provided herein will apply whether either party’s liability arises under breach of contract or warranty;
    tort, including negligence; strict liability; statutory liability; or any other cause of action, and shall include such party’s
    officers, affiliated corporations, employees, and subcontractors.


 




    	 



     


    

 


	5.	Severability
    and Survival
	 	 
	 	If
    any of the provisions contained in this AGREEMENT are held illegal, invalid or unenforceable, the other provisions shall remain
    in full effect. Limitations of liability shall survive termination of this AGREEMENT for any cause.
	 	 
	6.	No
    Third Party Beneficiaries
	 	 
	 	This
    AGREEMENT gives no rights or benefits to anyone other than CLIENT and ALTD and has no third party beneficiaries.
	 	 
	7.	[RESERVED]
	 	 
	8.	Assignments
	 	 
	 	Neither
    party shall have the power to or will assign any of the duties or rights or any claim arising out of or related to this AGREEMENT,
    whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment
    is void and unenforceable.
	 	 
	9.	Integration
	 	 
	 	This
    AGREEMENT incorporates all previous communications and negotiations and constitutes the entire agreement of the parties. If
    CLIENT issues a Purchase Order in conjunction with performance of the Services, general or standard terms and conditions on
    the Purchase Order the terms of this AGREEMENT would govern, unless stated otherwise in the Purchase Order.
	 	 
	10.	Force
    Majeure
	 	 
	 	Neither
    party shall be liable for any failure to perform its obligations under this Agreement or any Statement of Work if prevented
    from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure
    of suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war, pandemic, and restraints of government.
	 	 
	11.
    	Confidential Information
	 	 
	 	11.1
    DEFINITION. The term “CONFIDENTIAL INFORMATION” shall mean: (i) any and all information which is disclosed by
    either party (“OWNER”) to the other (“RECIPIENT”) verbally, electronically, visually, or in a written
    or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and
    (ii) the terms, including without limitation, the pricing, of this Agreement and
	 	 
	 	any
    proposals or other documents that preceded this Agreement. Confidential Information may include, but not be limited to, trade
    secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies,
    forecasts, client lists, employee information, financial information, confidential information concerning Owner’s business
    or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information
    may include information concerning any of Owner’s past, current, or possible future products or methods, including information
    about Owner’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing,
    and/or software (including third party software).
	 	 
	 	11.2
    TREATMENT OF CONFIDENTIAL INFORMATION. Owner’s Confidential Information shall be treated as strictly confidential by
    Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure
    provisions no less restrictive than in this Section 16 and who have a justified business “need to know”. Agreement
    imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally
    sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain
    its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this
    Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation
    of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access
    to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly
    given to the Owner and provided further that diligent efforts are undertaken to limit disclosure.
	 	 
	 	11.3
    RIGHTS & DUTIES. The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential
    Information of the Owner. Within fifteen (15) days after termination of this Agreement, each party shall certify in writing
    to the other that all copies of Confidential Information in any form, including partial copies, have been destroyed, returned,
    or used solely as the Owner so directs.


 




    	 



     


    

 


	 	11.4
    SURVIVABILITY. The terms of this Section 16 shall survive termination of this Agreement. If the Parties have executed a separate
    agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality
    terms shall remain in full force to the extent they do not conflict.
	 	 
	12.
    	Indemnity
	 	 
	 	12.1
    CUSTOMER’S INDEMNIFICAITON OBLIGATIONS. Customer shall hold harmless, defend and indemnify ALTD from any against all
    third party actions, causes of action, claims and demands whatsoever, and from all costs, damages, expenses, charges, debts,
    and liabilities whatsoever (including attorney’s fees) (collectively, “Claims”) in connection with (I) the
    acts or omissions of ALTD, its employees or other persons in performance of its obligations under the Agreement; and (ii)
    any breach by Customer of terms of this Agreement.
	 	 
	 	12.2.
    ALTD’S INDEMNIFICAITON OBLIGATIONS. ALTD shall hold harmless, defend and indemnify Client from any against any Claims
    in connection with (I) the acts or omissions of ALTD, its employees or other persons in performance of its obligations under
    the Agreement; (ii) any breach by ALTD of the terms of this Agreement, (iii) alleged or actual infringement, misappropriation,
    or violation of any intellectual property of a third party related to the Equipment, the components and/or software of the
    Altitude System or the Services provide in connection with this Agreement.
	 	 
	 	12.3.
    Each party’s indemnification obligations above are contingent upon the respective indemnified party providing the indemnifying
    party with prompt written notice of such Claim, information, all reasonable assistance in the defense of such action, and
    sole authority to defend or settle such claim.
	 	 
	 	12.4
    SURVIVAL. The terms of this Section 17 shall survive termination of this Agreement.
	 	 
	13.
    	Warranties
    and Representations
	 	 
	 	Each
    party warrants that (i) it has the right and power to enter into this Agreement and an authorized representative has executed
    this Agreement, and (ii) and it will comply with all applicable federal and state laws, rules and regulations in the performances
    of its obligations under this Agreement. ALTD warrants that the Services will be performed in a professional and workmanlike
    manner in accordance with recognized industry standards and as described in this Agreement. In addition, ALTD warrants and
    represents that the components and/or software of the Altitude System or the Services provide in connection with this Agreement
    will not infringe or misappropriate any copyright, trademark, patent, or the trade secrets or any other intellectual property
    rights of any third persons. To the extent Services provided by ALTD are advisory, no specific result is assured or guaranteed.
    ALTD EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY
    OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER ALTD EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE,
    FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.


 




    	 



     


    

 


	14.
    	Rights
    to Work Product
	 	 
	 	Any
    expression or result of ALTD’s Services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas,
    techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information
    (collectively “WORK PRODUCT”) created by ALTD in the course of performing the Services hereunder are the property
    of ALTD and are licensed to Client, without further license fees, provided, however, to the extent such Work Product provided
    to Client by ALTD contains Client’s Confidential Information, Client shall retain title to such Confidential Information.
    Client shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.
	 	 
	15.
    	Independent Contractor Status
	 	 
	 	ALTD
    performs this Agreement as an independent contractor, not as an employee of Client. Nothing in this Agreement is intended
    to construe the existence of a partnership, joint venture, or agency relationship between Client and ALTD.
	 	 
	16.
    	Notice
	 	 
	 	All
    notices or other communications referenced under this Agreement shall be made in writing and sent to the address designated
    above, designated in a specific Statement of Work, or designated from time to time in writing by the Parties. All notices
    shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or
    certified first class mail, postage prepaid; or recognized courier delivery.
	 	 
	17.
    	Waiver
	 	 
	 	No
    modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance
    shall be binding or construed as a waiver unless agreed to in writing by both parties.
	 	 
	18.
    	General
	 	 
	 	This
    Agreement shall be governed by the laws of the United States of America as applicable in the State of Florida. Except as otherwise
    specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
    If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless remain in full force
    and effect. This Agreement and the Statement(s) of Work constitute the entire understanding between the Parties with respect
    to the subject matter herein and may only be amended or modified by an agreement signed by a duly authorized representative
    of each party. This Agreement may be executed by electronic means. This Agreement replaces and supersedes any prior verbal
    or written understandings, communications, and representations between the Parties regarding the subject matter contained
    herein. No purchase order or other ordering document shall modify or supplement the printed provisions of this Agreement.
    All such proposed variations, edits, or additions (whether submitted by ALTD or Client) to this Agreement or to a Statement
    of Work, are objected to and deemed invalid unless otherwise mutually agreed to in writing.
	 	 
	19.	Dispute
    Resolution and Governing Laws
	 	 
	 	The
    parties will use their best efforts to resolve amicably any dispute, including use of alternative dispute resolution options.
	 	 
	 	This
    Agreement shall be governed by and construed in accordance with the laws and regulations of the United States of America as
    applied in the State of Florida.
	 	 
	 	All
    disputes shall be submitted to the exclusive jurisdiction of the courts of Orange County, Florida.


 




    	 



     


    

 


	20.	Changes
	 	 
	 	CLIENT
    may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect ALTD’s cost
    of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT.
	 	 
	21.	Delay
    of Contract
	 	 
	 	Should
    the project be delayed by no fault of ALTD, the Client shall accept, hold and secure from damage all major ALTD equipment
    included under this Agreement (air compressor, ASU) until such time as the project can proceed to final installation.
	 	 
	 	[*]








 


List
of Attachments Omitted from the Proposal for Services Agreement


Referenced
in Exhibit 10.1 Above


 


Pursuant
to Regulation S-K, Item 601(b)(2), the Exhibits and Schedules to the Purchase Agreement referenced in Exhibit 10.1 above, as listed
below, have not been filed. The Registrant agrees to furnish supplementally a copy of any omitted Exhibit or Schedule to the Securities
and Exchange Commission (the “Commission”) upon request; provided, however, that the Registrant may request confidential
treatment of omitted items.


 


Exhibits:


 


	Attachment
    1:	 	Scope
    of Services
	Attachment
    2:	 	Compensation
    and Conditions of Payment
	Attachment
    3:  	 	Schedule
	Attachment
    4:  	 	Warranty,
    Maintenance and Service