Exhibit
10.9


 


BANKING
AND CREDIT UNION SERVICES AGREEMENT


 


This
BANKING AND CREDIT UNION SERVICES AGREEMENT (this “Agreement”), dated April 7, 2022 (the “Effective
Date”), is entered into by and between Sollensys Corp., a Nevada corporation (“SOLLENSYS”) and Celerit
Corporation, an Arkansas corporation (“CELERIT”).


 


SOLLENSYS
and CELERIT may be referred to herein individually as a “Party” and collectively as the “Parties”,
and


 


WHEREAS,
SOLLENSYS is a software developer and implementer of certain technology products, with a primary product that uses blockchain technology
to protect and archive data, and a focus on customers in the aerospace and defense industries;


 


WHEREAS,
CELERIT is software hosting, bank technology services and IT professional services business focused on certain financial services vertical
markets;


 


WHEREAS,
simultaneously with the execution of this Agreement, the Parties are parties to, and are closing on or about the Effective Date, that
certain Amended and Re-stated Merger Agreement by and Among Sollensys Corp., S-Cc Merger Sub, Inc., S-Solutions Merger Sub, Inc., Celerit
Corporation, Celerit Solutions Corporation and Terry Rothwell dated April [6], 2022 (which is referenced hereafter as the “Merger
Agreement”);


 


WHEREAS,
one of the conditions to closing the Merger Agreement, as set forth at [Section 2.08] therein, is for SOLLENSYS to assign to CELERIT
exclusive rights and responsibility for sales, support and service of all SOLLENSYS products and services offered to banks and credit
unions and to assign to CELERIT, or initially execute in CELERIT, any agreements related thereto;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section
1. Representations about Existing Banking and Credit Unions. SOLLENSYS represents and warrants that as of the Effective Date,
SOLLENSYS has no customer services contract signed with any bank or credit union, and has no prospective customer which is a bank or
credit union.


 


Section
2. Celerit Rights and Responsibilities. By June 30, 2022, Sollensys shall transition to Celerit exclusive rights and responsibility
for all future sales, support and service of all Sollensys products and services offered to banks and credit unions (collectively, the
“Banking Industry”). Any then existing Sollensys contracts, agreements or arrangements of any nature that involve Sollensys
sales or services to the Banking Industry shall, no later than June 30, 2022, be assigned to Celerit for administration and performance.
The contracts, agreements and arrangements described in the preceding sentence include any and all Sollensys sales agents and account
representatives, by whatever title, selling to or servicing the Banking Industry on behalf of Sollensys. For avoidance of doubt, the
Banking Industry as defined herein does not include any other financial institutions, including without limitation, pension funds, currency
exchanges, and institutions trading in cryptocurrency and NFTs.


 






     


     

    

 


Section
3. Covenants.


 


		a.	SOLLENSYS
covenants and agrees to promptly (within 10 calendar days) refer to CELERIT all banks and credit unions who become, by whatever means
or methods, prospective customers of SOLLENSYS after the Effective Date.



 


		b.	CELERIT
covenants and agrees to promptly follow-up on each SOLLENSYS referral in a reasonable and professional manner.



 


Section
4. Consideration. The consideration for the performance of the Parties hereunder is the consummation by each of the Parties
of the Merger Agreement and its related transactions, which each of CELERIT and SOLLENSYS acknowledge and agree is valid and adequate
consideration hereunder.


 


Section
5. Periodic Review. The parties shall periodically meet, no less than quarterly, to confer, review and coordinate over the
state and progress of business development in the Banking Industry.


 


Section
6. Termination. This Agreements shall have an initial term of two (2) years from the Effective Date. Thereafter, this Agreement
shall terminate forty-five (45) days after notice by either party to the other which reasonably documents a breach of the terms herein,
and the breach remains uncured after thirty (30) days of receipt of the notice. In addition, this Agreement may be terminated for convenience
upon adoption of a resolution by the board of directors of either party demanding termination, and such termination shall become effective
ten (10) days after notice of the board resolution is tendered to the other party.


 


Section
7. Governing Law and Jurisdiction. The interpretation and construction of this Agreement, and all matters relating hereto,
shall be solely governed by the laws of the State of Nevada, as applied to agreements performed wholly within the State of Nevada.


 


Section
8. Severability. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent
jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the Parties with the same effect as though
the void or unenforceable part had been severed and deleted.


 


Section
9. Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed to be an original delivered
to any of the Parties and all of which shall constitute one and the same instrument.


 


Section
10. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable
right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.


 


Section
11. Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by all of
the Parties.


 


[Signature
page follows.]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the Effective Date.


 





	 	For
    Sollensys Corp.:
	 	 	 
	 	By:	/s/
    Donald Beavers
	 	Name:	Donald
    Beavers
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	For
    Celerit Corporation:
	 	 	 
	 	By:	/s/
    Terry Rothwell
	 	Name:	Terry
    Rothwell
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	For
    Celerit Solutions Corporation:
	 	 	 
	 	By:	/s/
    Terry Rothwell
	 	Name:	Terry
    Rothwell
	 	Title:
    	Chief
    Executive Officer


 




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