Exhibit 10.13


 


 


 


SERVICES
AGREEMENT


 


by
and between


 


ABACUS
SYSTEMS SOLUTIONS LLC


 


AND


 


BRICKTOWN
BREWERY RESTAURANTS LLC





 


 


Dated
as of


 


July
1, 2016


 






     


     


    




 



SERVICES
AGREEMENT





 


THIS
SERVICES AGREEMENT (the “Agreement”) is entered into effective as of July 1, 2016, by and between ABACUS
SYSTEMS SOLUTIONS, LLC, an Oklahoma limited liability company (“Abacus”), and BRICKTOWN BREWERY RESTAURANTS
LLC, an Oklahoma limited liability company, its subsidiaries, affiliates, successors and assigns (“Client
Company”). Service Provider and Client Company may be referred to in this Agreement separately as a “Party”
or collectively as the “Parties”.


 


WITNESSETH:


 


WHEREAS,
Client Company desires to receive certain administrative and support services from Abacus, subject to the terms and conditions
described in this Agreement; and


 


WHEREAS,
in order to assist Client Company in general operations, Abacus desires to provide such services to Client Company, subject to
the terms and conditions described in this Agreement.


 


NOW,
THEREFORE, in consideration of the 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, intending to be legally bound hereby, agree as follows:


 


ARTICLE
I


SERVICES


 


SECTION
1.1 SERVICES.  Subject to the terms and conditions of this Agreement, Abacus, acting
directly or through its Affiliates (as hereafter defined) or their respective employees, agents, contractors or independent third
parties, (collectively the “Service Provider”) agrees to provide or cause to be provided to Client Company,
its affiliates and its subsidiaries the services set forth on Exhibit “A” (with any additional services provided
pursuant to Section 1.3 being collectively referred to as the “Services”). Client Company acknowledges
and agrees that, except as may be expressly set forth in this Agreement as to a Service, Service Provider shall not be obligated
to provide, or cause to be provided, any service or goods to Client Company. For purposes of this Agreement, “Affiliate”
shall mean as to any person another person that directly, or indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with, such person, and “control” shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of the person controlled, whether through ownership
of voting securities, by contract or otherwise. Notwithstanding anything in this Agreement to the contrary, neither a Party nor
any of its majority owned subsidiaries shall be deemed an Affiliate of the other Party. Abacus agrees that it shall be responsible
and liable for all acts and omissions attributable to the performance of Services by Service Provider hereunder to the extent
and only to the extent set forth in Section 4.1, whether performed by Abacus directly through its agent and employees or
performed by its Affiliates or their respective employees, agents, contractor or independent third parties.


 






    
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SECTION
1.2 SERVICE COORDINATORS.  Each Party will nominate a representative to act as its
primary contact with respect to the provision of the Services as contemplated by this Agreement (collectively, the “Service
Coordinators”). The current Service Coordinators for Service Provider and for Client Company shall be as set forth on
Exhibit A. Unless otherwise agreed, all notices and communications relating to this Agreement other than those day to day
communications and billings relating to the actual provision of the Services shall be directed to the Service Coordinators. The
Service Coordinators for each of Service Provider and Client Company shall designate and update contact information for key contact
personnel within their respective organizations for the primary Service functions of Accounting, Human Resources (“HR”),
Licensing, Cash Management, and Information Technology (“IT”).


 


SECTION
1.3 ADDITIONAL SERVICES.  Subject to any limitations set forth in this Agreement
and Exhibit “A”, Client Company may request additional Services from Service Provider by providing written
notice. Upon the mutual written agreement as to the nature, cost, duration and scope of such additional Services, the Parties
shall supplement in writing Exhibit “A” to include such additional Services. In accordance with Section
3.2, the Parties may discontinue one or more Services under this Agreement.


 


SECTION
1.4 EMPLOYEES, STANDARD OF PERFORMANCE AND LEGAL COMPLIANCE.


 


(a)   Service
Provider shall cause its employees (collectively, the “Employees”) to devote such time and effort to the business
of Client Company as shall be reasonably necessary to perform the Services; provided, that the Employees shall not be precluded
from engaging in other business activities for or on behalf of Service Provider or its Affiliates. The Employees shall not receive
any additional compensation from Client Company for holding any office, serving as an officer of Client Company or providing the
Services without the prior written consent of Service Provider. All duties and services of the Employees shall be rendered at
the offices of Service Provider subject to reasonable travel requirements. Unless otherwise expressly provided for in this Agreement,
all matters pertaining to the employment of the Employees are the sole responsibility of Service Provider, which shall in all
respects be the employer of such Employees. At no time shall the employees, agents and consultants of Service Provider, any independent
contractors engaged by Service Provider and/or the employees of any such independent contractors be considered employees of Client
Company. Service Provider shall be solely responsible for the retention and destruction (as needed) of all Employees records as
well as the payment of all compensation, benefits and payroll taxes with respect to its Employees and shall indemnify, defend
and hold harmless Client Company from any liability with respect thereto. This Agreement is not one of agency between Service
Provider and Client Company, but one with Service Provider engaged independently in the business of providing services as an independent
contractor. All employment arrangements are therefore solely Service Provider’s concern, and Client Company shall not have
any liability with respect thereto except as otherwise expressly set forth in this Agreement.


 






    
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(b)   The
Services shall be performed with the same general degree of care as when performed within the Service Provider’s organization.
In the event Service Provider fails to provide, or cause to be provided, the Services, the sole and exclusive remedy of Client
Company shall be to, at Client Company’s sole discretion, either (i) have the Service performed until satisfactory, or (ii)
not pay for such Service, or if payment has already been made, receive a refund of the payment made for such defective service;
provided that in the event Service Provider defaults in the manner described in Section 3.3, Client Company shall have
the further rights set forth in Section 3.3. The foregoing limitation shall not apply to any claim arising from the gross
negligence or willful misconduct of Service Provider or its employees.


 


(c)   Service
Provider further covenants and represents to Client Company that it shall comply in all material respect with all applicable laws,
rules, regulations and requirements of any governmental body which may be applicable to the Services provided by Service Provider.
Service Provider shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its
duties and obligations (including all Services) under this Agreement and shall at all times comply with the terms and conditions
of such permits, approvals and licenses. Service Provider shall notify Client Company’s Service Coordinator immediately
upon receipt of notice of (i) any material threatened or pending governmental orders, proceedings or lawsuit involving Client
Company or (ii) any material violations relating to the use or maintenance of Client Company’s assets.


 


(d)   Service
Provider shall be entitled to rely on statements, books and records provided to it by the Client Company.


 


(e)   Client
Company shall use best efforts to enable Service Provider to have authority to work with third parties on behalf of Client Company
as required for Service Provider to perform the Services.


 


SECTION
1.5 CONFLICT WITH LAWS. Notwithstanding any other provision of this Agreement, Service Provider
shall not be required to provide a Service to the extent the provision thereof would violate or contravene any applicable law.
To the extent that the provision of any such Service would violate any applicable law, the Parties agree to work together in good
faith to provide such Service in a manner which would not violate any law.


 


SECTION
1.6  EXCLUDED SERVICES. The Services to be provided hereunder do not include (a) legal services,
(b) disclosure and reporting obligations under any applicable securities laws, (c) the preparation and/or filing of federal or
state income tax or franchise tax returns, (d) filings to maintain good standing or qualification with a state (c) the preparation
and/or filing of federal or state income tax or franchise tax returns, (e) the administration of or preparation and/or filing
of any tax or other return for an employee benefit plan, such as a Form 5500, or (f) audit services. Except as specifically provided
in Exhibit “A”, under no circumstances shall Service Provider be obligated to provide any Service requiring
an opinion, advice or representation as to which liability may be created for such Service Provider due to claims from Client
Company or any other person or entity, including any governmental authority (e.g., legal opinions or advice, tax opinions
or advice, compliance opinions or advice), other than such customary representations as may reasonably be required by accountants
in connection with the preparation of audited financial statements.


 






    
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ARTICLE
II


SERVICE
CHARGES


 


SECTION
2.1 COMPENSATION. As compensation for the Services and any expenses reasonably incurred by
Service Provider in providing the Services during the term of this Agreement, Client Company shall pay Service Provider as provided
in Exhibit “A” or at such hourly rates or other amounts that are otherwise mutually agreed to in writing between
the Parties.


 


SECTION
2.2 PAYMENT. Any amounts due to Service Provider from Client Company for the Services shall
be due and payable in accordance with those terms set for in Exhibit “A”. All invoices should be paid in their
entirety and any disputed charges should be stated in writing to Service Coordinator identified in Section 1.2 of this
agreement.


 


SECTION
2.3 REQUIRED LICENSES. Except as specifically provided in Exhibit “A”, if the
provision of any Service requires the Client Company to hold third-party licenses or other agreements relating to software, systems
and/or processes ("Required Licenses"), Client Company shall obtain such Required Licenses at its own expense
and at no cost to Service Provider; provided, that, upon request of the Client Company, Service Provider shall provide
reasonable cooperation and assistance to Client Company in the procurement of such Required Licenses. If the Client Company s
unable to obtain any such Required License, Service Provider and Client Company shall use reasonable efforts to establish alternative
arrangements to provide the Service in the absence of such Required License; provided, that the Service Provider shall
not be responsible for any interruption in or impairment of the Service relating to the establishment or terms of such alternative
arrangements; and provided, further, that any portion of the Service requiring the use of such Required Licenses
shall terminate in the event that the Service Provider and Client Company are, in the exercise of their reasonable efforts, unable
to establish such alternative arrangements. Client Company shall be responsible for all costs and expenses associated with the
establishment of such alternative arrangements or, if the relevant Parties fail to establish such alternative arrangements as
specified above, any costs or expenses associated with or arising in connection with early termination of such Service. Service
Provider shall not be obligated under this Services Agreement to provide the Service (or portion thereof) corresponding to such
Required License during any period in which Client Company does not have such Required License.





 


ARTICLE
III


TERM
AND DISCONTINUATION OF SERVICES


 


SECTION
3.1 TERM.  The term of this Agreement shall be effective as of the date first written
above and shall continue in force until the earlier of (i) three (3) years from the date of this Agreement or (ii) the
termination of all Services in accordance with Section 3.3. Unless either party provides written notice not less than ninety
(90) days prior to the end of the then current term that it elects to not continue this Agreement, then upon the expiration of
that term, this Agreement shall be renewed for an additional three (3) year term.


 






    
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SECTION
3.2 NO DISCONTINUATION OF SERVICES.  Neither Party may discontinue any individual
Service during the term of this Agreement.


 


SECTION
3.3 TERMINATION.   Either Party may terminate this Agreement upon immediate written
notice if the other Party is in material breach or default with respect to any term or provision of this Agreement and fails to
cure the same within thirty (30) days of receipt of notice of such breach or default. Client Company’s right to terminate
this Agreement as provided in this Section 3.3 and the rights set forth in Sections 1.4(b) and 4.1 shall
constitute Client Company’s sole and exclusive rights and remedies for a breach by Service Provider under this Agreement
including, but not limited to, any breach caused by an Affiliate of Service Provider or other third party providing a Service.
The foregoing limitation shall not apply to any claim arising from the gross negligence or willful misconduct of Service Provider
or its employees. Upon the termination of this Agreement by Client Company, Service Provider shall be entitled to immediate payment
of any unpaid balance of any amounts due or to be due to Service Provider through the date of termination.


 


SECTION
3.4 FILES. Service Provider will maintain files related to those services that, in its sole
judgment, determines are necessary for the conduct of this Agreement. After termination of this Agreement, Service Provider will
maintain all files related to the services for one year. During the period in which Service Provider maintains the files, Client
Company may request to examine the files and to copy documents in the files, up to not later than one year after termination of
this Agreement, after which Service Provider may destroy the files in accordance with its then-existing records retention policy.


 


ARTICLE
IV


LIABILITY
AND INDEMNIFICATION


 


SECTION
4.1 BY SERVICE PROVIDER.  The liability of Service Provider to Client Company for
any breach under this Agreement shall be as follows:


 


(a)      
In the event of any error, defect or omission by Service Provider in providing any Service described in this Agreement, Service
Provider shall, at Client Company’s request, without the payment of any further fees by Client Company, use its commercially
reasonable best efforts to correct or cause to be corrected such error or defect or re-perform or cause to be re-performed such
Service, as promptly as practicable.


 






    
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(b) Except as stated in Subsection 4.1(a), Service Provider, and its members as well as their respective members, partners,
directors, managers, officers, employees and agents shall have no liability for any damages, losses, deficiencies, obligations,
penalties, judgments, settlements, claims, payments, fines, interest costs and expenses, including the costs and expenses of any
and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of
attorneys, accountants, consultants and other professionals fees and expenses incurred in the investigation or defense thereof
or the enforcement of rights hereunder, (collectively, the “Losses”) to Client Company, its Affiliates or their
respective shareholders, members, partners, directors, managers, officers, employees or agents with respect to any Services, except
for Losses arising out of or resulting from the gross negligence or willful misconduct of Service Provider. Service Provider will
indemnify, defend and hold harmless Client Company, its Affiliates and their respective shareholders, members, partners, directors,
managers, officers, employees and agents from and against any Losses arising out of or resulting from such gross negligence or
willful misconduct.


 


SECTION
4.2 BY CLIENT COMPANY.  Client Company shall indemnify, defend and hold harmless
Service Provider, its Affiliates and their respective shareholders, members, partners, directors, managers, officers, employees
and agents from and against any Losses arising out of or resulting from Service Provider providing the Services, except for Losses
arising out of or resulting from the gross negligence or willful misconduct of Service Provider, its Affiliates or their respective
shareholders, members, partners, directors, managers, officers, employees or agents or the items for which Service Provider may
become liable pursuant to Subsection 4.1(a) above.


 


SECTION
4.3 MUTUAL LIMITATION. Save to the extent prohibited by law, the provisions of this Article IV set
forth the entire liability of the parties to each other.


ARTICLE
V


CONFIDENTIALITY


 


SECTION
5.1 CONFIDENTIALITY.  The Parties shall hold and shall cause their respective shareholders,
members, partners, directors, managers, officers, employees, agents, consultants and advisors to hold, in strict confidence and
not to disclose or release without the prior written consent of the other Party, any and all Confidential Information (as hereafter
defined); provided, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective
auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information
and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties
and in respect of whose failure to comply with such obligations, Service Provider or Client Company, as the case may be, will
be responsible, or (ii) to the extent any member of a Party is compelled to disclose any such Confidential Information by
judicial or administrative process or, in the opinion of legal counsel, by other requirements of law.


 


SECTION
5.2 PROTECTIVE ORDER.  Notwithstanding the foregoing, in the event that any demand
or request for disclosure of Confidential Information is made pursuant to Section 5.1(ii) above, either Party, as the case
may be, shall promptly notify the other Party of the existence of such request or demand and shall provide the other Party with
a reasonable opportunity to seek an appropriate protective order or other remedy, which both Parties will cooperate in seeking
to obtain. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information
is required to be disclosed shall or shall cause the other Party to furnish, or cause to be furnished, only that portion of the
Confidential Information that is legally required to be disclosed.


 






    
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SECTION
5.3 CONFIDENTIAL INFORMATION DEFINED.  For purposes of this Agreement, “Confidential
Information” shall mean any and all proprietary, technical or operational information, data or material of a Party of
a non-public or confidential nature, whether marked as such or not, which has been disclosed by a Party to the other Party in
written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other
Party, (except to the extent that such Confidential Information can be shown to have been (a) in the public domain through
no fault of a Party or (b) later lawfully is acquired by the Receiving Party from another source that does not have any confidentiality
obligations to the other Party).


 


SECTION
5.4 INTELLECTUAL PROPERTY. All Work Product (as defined below) and intellectual property, including without limitation,
recommendations, specifications, maps, cross-sections, technical data, drawings, plans, calculations, analyses, reports and other
documents or digital information developed or prepared by Service Provider, its employees and contractors under the Agreement,
shall become the property of Client Company. At Client Company's request, such intellectual property shall be delivered to Client
Company upon completion of Service Provider's services under the Agreement. Service Provider shall disclose to Client Company,
promptly and fully, without limitation, any and all useful ideas, concepts, methods, procedures, processes, improvements, prospects,
discoveries, and the like (hereinafter collectively referred to as "Developments") of any nature, made, conceived,
or first reduced to practice or use by Service Provider as a result of its performance under this Agreement. Unless covered by
an appropriate agreement between any third party and Client Company, Service Provider shall not engage in any activities or use
any third-party facilities or intellectual property in performing the services hereunder which could result in claims of ownership
to any Developments being made by such third party. All copyrights, patents, trade secrets, or other intellectual property rights
associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Service
Provider during the course of performing work for Client Company (collectively, the "Work Product") shall belong
exclusively to Client Company and, to the extent possible, shall be considered a work made for hire for Client Company within
the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made for hire for
Client Company, Service Provider agrees to assign, and hereby assigns at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest Service Provider may have in such Work Product. Upon request
of Client Company, Service Provider shall take such further actions, including execution and delivery of declarations, instruments
of conveyance, and the like for any applications or registrations Client Company may, at its expense, apply for and as may be
appropriate to give full and proper effect to such assignments.


 




    
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ARTICLE
VI


FORCE
MAJEURE


 


SECTION
6.1 PERFORMANCE EXCUSED.  Continued performance of a Service may be suspended immediately
to the extent caused by any event or condition beyond the reasonable control of the Party suspending such performance including,
but not limited to, any act of God, fire, labor or trade disturbance, war, civil commotion, compliance in good faith with any
law, unavailability of materials or other event or condition whether similar or dissimilar to the foregoing (each, a “Force
Majeure Event”).


 


SECTION
6.2 NOTICE.  The Party claiming suspension due to a Force Majeure Event will give
prompt notice to the other Party of the occurrence of the Force Majeure Event giving rise to the suspension and of its nature
and anticipated duration.


 


SECTION
6.3 COOPERATION.  The Parties shall cooperate with each other to find alternative
means and methods for the provision of the suspended Service.


 


ARTICLE
VII


REPRESENTATIONS
AND WARRANTIES


 


SECTION
7.1 CLIENT COMPANY.  Client Company represents and warrants to Service Provider
that as of the date of this Agreement:


 


(a)   Client
Company is an entity duly organized, validly existing, and in good standing under the laws of the state of its formation as described
in Exhibit “A”, is duly qualified to do business in any state in which its activities require such qualification,
and has full power and authority to execute, deliver, and perform this Agreement.


 


(b)   The
execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Client
Company and do not violate or conflict with its organizational documents, as amended, any material agreement to which Client Company
or its assets are bound, or any provision of law applicable to Client Company.


 


(c)   All
consents, authorizations and approvals of, and registrations and declarations with, any governmental authority necessary for the
due execution, delivery, and performance of this Agreement have been obtained and are in full force and effect and all conditions
thereof have been materially complied with, and no other action by, and no notice to or filing with, any governmental authority
is required in connection with the execution, delivery, or performance of this Agreement.


 


(d)   This
Agreement constitutes the legal, valid, and binding obligation of Client Company enforceable against Client Company in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 






    
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SECTION
7.2 SERVICE PROVIDER.  Service Provider represents and warrants to Client Company
that as of the date of this Agreement:


 


(a)   Service
Provider is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of
Oklahoma and has full power and authority to execute, deliver, and perform this Agreement.


 


(b)   The
execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Service
Provider and do not violate or conflict with its organizational documents, as amended, any material agreements to which Service
Provider or its assets are bound, or any provision of law applicable to Service Provider.


 


(c)   All
consents, authorizations and approvals of, and registrations and declarations with, any governmental authority necessary for the
due execution, delivery, and performance of this Agreement have been obtained and are in full force and effect and all conditions
thereof have been materially complied with, and no other action by, and no notice to or filing with, any governmental authority
is required in connection with the execution, delivery, or performance of this Agreement.


 


(d)   This
Agreement constitutes the legal, valid, and binding obligation of Service Provider enforceable against Service Provider in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


ARTICLE
VIII


MISCELLANEOUS


 


SECTION
8.1 CONSTRUCTION RULES.  The article and section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Words used in
this Agreement in the singular, where the context so permits, shall be deemed to include the plural and vice versa. Words used
in the masculine or the feminine, where the context so permits, shall be deemed to mean the other and vice versa. The definitions
of words in the singular in this Agreement shall apply to such words when used in the plural where the context so permits and
vice versa, and the definitions of words in the masculine or feminine in this Agreement shall apply to such words when used in
the other form where the context so permits and vice versa. Any reference to a section number in this Agreement shall mean the
section number in this Agreement unless otherwise expressly stated. All exhibits attached to this Agreement are hereby incorporated
by reference, and any reference to an exhibit in this Agreement shall mean the exhibit attached to this Agreement unless otherwise
expressly stated. The words “hereof,” “herein” and “hereunder” and words of similar import
referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.





 



    
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SECTION
8.2 NOTICES.  Any notices or communications required or permitted to be given by
this Agreement must be (i) given in writing, and (ii) be personally delivered or mailed by prepaid mail or overnight courier,
or by confirmed facsimile transmission delivered or transmitted to the Party to whom such notice or communication is directed,
to the address of such Party as follows:


 





	 	To Client Company:	As provided in Exhibit “A”
	 	 	 
	 	To Service Provider:	Abacus Systems Solutions LLC
	 	 	27 E. Sheridan  Ave. Suite 200
	 	 	Oklahoma, Oklahoma 73104
	 	 	Attn:  Jon B Edwards
	 	 	Fax:  (405) 778-6889







 





Any
such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally
delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one
(1) working day after such notice or communication sent by overnight courier, or (iv) the day such notice or communication
is faxed or sent electronically and the sender has received a confirmation of such fax or electronic transmission. A Party may,
for purposes of this Agreement, change its address, fax number or the person to whom a notice or other communication is marked
to the attention of, by giving notice of such change to the other Party pursuant hereto.


 


SECTION
8.3 ASSIGNMENT; BINDING EFFECT.  Neither Party may assign or delegate any of its
respective rights, duties or obligations under this Agreement (whether by operation of law or otherwise) without the prior written
consent of the other Party; provided, that the foregoing shall in no way restrict the performance of a Service by an Affiliate
of Service Provider or a third party as otherwise allowed under this Agreement. This Agreement shall be binding upon, and shall
inure to the benefit of, the Parties and their respective successors and permitted assigns.


 


SECTION
8.4 NO THIRD PARTY BENEFICIARIES.  Except for those persons specifically set forth
as indemnified parties in this Agreement, nothing in this Agreement is intended to or shall confer upon any party (other than
the Parties) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and
no party (except as so specified) shall be deemed a third-party beneficiary under or by reason of this Agreement.


 


SECTION
8.5 AMENDMENT.  No amendment, addition to, alteration, modification or waiver of
any part of this Agreement shall be of any effect, whether by course of dealing or otherwise, unless explicitly set forth in writing
and executed by the Parties. If the provisions of this Agreement and the provisions of any purchase order or order acknowledgment
written in connection with this Agreement conflict, the provisions of this Agreement shall prevail.


 


SECTION
8.6 WAIVER; REMEDIES.  The waiver by a Party of any breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach. The failure of a Party to require strict performance
of any provision of this Agreement shall not affect such Party’s right to full performance thereof at any time thereafter.
No right, remedy or election given by any term of this Agreement or made by a Party shall be deemed exclusive, but shall be cumulative
with all other rights, remedies and elections available at law or in equity. The Parties acknowledge that the rights created hereby
are unique and recognizes and affirms that in the event of a breach of this Agreement irreparable harm would be caused, money
damages may be inadequate and an aggrieved Party may have no adequate remedy at law. Accordingly, the Parties agree that the other
Party shall have the right, in addition to any other rights and remedies existing in its favor at law or in equity, to enforce
such Party's rights and the obligations of the other Party not only by an action or actions for damages but also by an action
or actions for specific performance, injunctive and/or other equitable relief (without posting of a bond or other security).


 






    
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SECTION
8.7 SEVERABILITY.  If any provision contained in this Agreement shall for any reason
be held to be invalid, illegal, void or unenforceable in any respect, such provision shall be deemed modified so as to constitute
a provision conforming as nearly as possible to the invalid, illegal, void or unenforceable provision while still remaining valid
and enforceable and the remaining terms or provisions contained in this Agreement shall not be affected thereby.


 


SECTION
8.8 MULTIPLE COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
by facsimile or otherwise, each of which shall be deemed to be an original but all of which together will constitute one and the
same instrument.


 


SECTION
8.9 RELATIONSHIP OF PARTIES.  Notwithstanding the actual relationship between the
Parties, this Agreement does not create a fiduciary relationship, partnership, joint venture or relationship of trust or agency
between the Parties.


 


SECTION
8.10 FURTHER ACTIONS.  From time to time, the Parties agree to execute and deliver
such additional documents, and take such further actions, as may be requested or necessary to carry out the terms of this Agreement.


 


SECTION
8.11 REGULATIONS. All employees of Service Provider and its Affiliates shall, when on the
property of Client Company, conform to the rules and regulations of Client Company concerning safety, health and security which
are made known to such employees in advance in writing.


 


SECTION
8.12 ENTIRE AGREEMENT.  This Agreement and the exhibits constitute the entire agreement
of the Parties with respect to the subject matter hereof and supersedes and cancels all prior agreements and understandings, either
oral or written, between the Parties with respect to the subject matter hereof.


 


SECTION
8.13 CONSTRUCTION.  In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted by the Parties, and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.


 


SECTION
8.14 DISPUTE RESOLUTION


 


(a)
Notice of Dispute. If (i) a dispute or disagreement arises between the Parties with respect to any provision of this Agreement,
including its interpretation or the performance of a Party under this Agreement or (ii) (A) the Client Company in good faith believes
that a Service Provider breach has occurred or is reasonably likely to occur or (ii) the Service Provider in good faith believes
that a Client Company breach has occurred or is reasonably likely to occur (each of the foregoing being a "Dispute"),
either Party may, or the Party alleging such breach or potential breach shall, deliver written notice to the other Party. Such
notice shall contain in detail the specific facts and circumstances relating to the Dispute. The respective Service Coordinators
for each Party (or their designees) shall in good faith attempt to resolve the matter within a thirty (30) day period from the
date of delivery of such notice. If either Service Coordinator intends to be accompanied by counsel at any meeting, such Service
Coordinator shall give the other Service Coordinator at least three (3) business days' notice. All discussions and negotiations
pursuant to this Subsection 8.14(a) shall be confidential and without prejudice to settlement negotiations.


 






    
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(b)
Mediation. If a Dispute is not resolved by the Service Coordinators during after the thirty (30) days provided in Subsection
8.14(a), either of the Parties may refer the matter to mediation. With respect to the mediation of any Dispute, the mediator
shall be mutually agreed upon by the Parties, and such mediator will be instructed to:


 


(i)
review the terms of the Dispute and the position of the Parties;


 


(ii)
consider the terms of and context of this Agreement; and


 


(iii)
render a non-binding report within sixty (60) days of the appointment of the mediator (the "Mediator's Report")
or such later date as to which the Parties may agree.


 


The
Parties shall consider the Mediator's Report and may mutually decide to make it a binding report. If the mediator is not able
to facilitate a binding agreement between the Parties, the Dispute is not resolved to the satisfaction of the Parties as a result
of the Mediator's Report or a mediator cannot be chosen mutually by the Parties, either Party may seek legal or equitable relief.


 


(c)
Governing Law; Venue; Jurisdiction.  All issues and questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Oklahoma or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Oklahoma. The Parties further
agree that any dispute arising out of this Agreement shall be decided by either the state or federal court in Oklahoma County,
Oklahoma. The Parties shall each submit to the jurisdiction of those courts and agree that service of process by certified mail,
return receipt requested, shall be sufficient to confer said courts with in personam jurisdiction.


 


(d)
ADR. Nothing in this Section 8.14 shall be construed to limit the parties’ choice of a mutually acceptable
method of alternative dispute resolution in addition to the dispute resolution procedure outlined above.


 






    
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SECTION
8.15 LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE
THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL EITHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE SHAREHOLDERS,
MEMBERS, PARTNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST MARKETING, LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR WORK
STOPPAGE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES. WITH THE EXCEPTION OF LOSSES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SERVICE PROVIDER OR ITS EMPLOYEES,
SERVICE PROVIDER’S TOTAL LIABILITY TO CLIENT COMPANY UNDER THIS AGREEMENT SHALL BE LIMITED TO, AND SHALL NEVER EXCEED, THE
AMOUNT OF FEES RECEIVED FROM CLIENT COMPANY.


 


SECTION
8.16 DISCLAIMER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT,
SERVICE PROVIDER MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, WRITTEN, OR ORAL REGARDING THE SERVICES PROVIDED HEREUNDER
INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM,
TRADE AND QUIET ENJOYMENT.


 


SECTION
8.17 WAIVER OF JURY TRIAL.  THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY
OF ANY ISSUE TRIABLE BY A JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT NOW OR HEREAFTER EXISTS WITH REGARD TO THIS AGREEMENT,
OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY THE PARTIES AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO
A TRIAL BY JURY MAY OTHERWISE ACCRUE. THE PARTIES ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING
AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.





 


(REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK)


 




    
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IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement effective as of the day and year first written above.





 


	“CLIENT COMPANY”	BRICKTOWN BREWERY RESTAURANTS LLC,
	 	an Oklahoma limited liability company
	 	 	 
	 	By:	 
	 	Name:	Buck Warfield
	 	Title:	President
	 	 	 
	“SERVICE PROVIDER”	ABACUS SYSTEMS SOLUTIONS LLC,
	 	an Oklahoma limited liability company
	 	 	 
	 	By:	 
	 	Name:	Jon B. Edwards
	 	Title:	President and Manager







 




    
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EXHIBIT
“A” (Part 1)


 


SERVICES


Dated:
July 1, 2016


 


(CLIENT
COMPANY)


 


Bricktown
Brewery Restaurants LLC – a Oklahoma limited liability company


 


(CLIENT
COMPANY NOTICE ADDRESS)





 





	 	Bricktown Brewery Restaurants LLC
	 	1101 W. Waterloo Road
	 	Edmond, OK 73205
	 	Attn: Buck Warfield
	 	Fax: (405)285-5027







 


SERVICE
COORDINATORS


 


For
Service Provider: Jon B. Edwards


 


For
Client Company: Buck Warfield


 


SCHEDULE
OF SERVICES


 


Service
Provider personnel will provide consulting, technical and administrative services including, those activities required to provide
the following services:


 


Accounting
Services


 





		o	Accounts
                                         Payable



		●	Process
                                         invoices on a weekly basis.



		●	Verify
                                         key information such as invoice date, invoice number, and amount.



		●	Produce
                                         weekly check run reports to decision maker.



		●	Cut
                                         checks based on feedback and approval from company decision maker.



		●	Produce
                                         1099’s each year based upon vendor information received from the company.



		●	Produce
                                         AP aging report upon request from company decision maker.



		●	Serve
                                         as primary point of contact for company vendors.



		o	Sales
                                         Auditing



		●	Verify
                                         and balance daily sales each week.



		●	Confirm
                                         deposit amount to deposit ticket.



		●	Confirm
                                         paid out amounts and categories to receipts.



		●	Royalty
                                         reporting (if applicable)



		●	Percentage
                                         rent reporting (if applicable)



 






    
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		o	Payroll



		●	Weekly/bi-weekly/monthly
                                         processing from Client Company account



		●	Payment
                                         choices (direct deposit, paycard or check)



		●	Deduct
                                         federal, state, and local taxes



		●	Deduct
                                         health, vision, and life insurance, and payments to 401(k), if any, based upon information
                                         from employer



		●	Regular
                                         tax updates for state, local, and federal changes



		●	W-2
                                         processing (online reporting available)



		o	Financial
                                         Reporting



		●	Profit
                                         & loss statements delivered on an agreed upon day following the period end date.



		●	Balance
                                         sheets



		●	Cash
                                         flow statements



		●	Intercompany
                                         accounting



		●	Consolidation
                                         reporting



		●	Budget
                                         comparison reports (upon request)



		●	Ad
                                         hoc analysis reports (upon request)



		●	Coordination
                                         and completion of financial reviews and audits by outside firms (if applicable)



		●	Fixed
                                         asset account management and depreciation schedules



		o	Tax
                                         and Compliance



		●	Sales
                                         and Liquor Tax filing and payment in ordinary course



		●	Manage
                                         state and local license application and renewal process



		●	Maintain
                                         Lease database with renewal and option dates



		●	Federal,
                                         State, and Local payroll tax filing and payment in ordinary course



		o	Reconciliation



		●	Period
                                         bank account reconciliations



		●	Monthly
                                         reconciliations of key balance sheet accounts (to be agreed upon)



		●	Quarterly
                                         reconciliations of all balance sheet accounts



 


Human
Resources Services


 


		o	Compliance



		●	Coordinate
                                         Audit Services (401K, DOL)



		●	EEOC
                                         Reporting (EE01)



		●	Create/Update/Maintain
                                         Employee Handbooks (includes Annual Revision)



		●	Create/Update/Maintain
                                         HR related Policies & Procedures



		●	Create/Update/Manage
                                         Employee files/records



 






    
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		●	Manage
                                         State & Federal Compliance Poster Program (cost of posters not included)



		●	Create/Select
                                         HR Compliance Training- Content Development & Train the Trainer (video costs if necessary
                                         not included)



		o	Benefits



		●	Provide
                                         strategic oversight of Benefits programs (competitive & comparative for industry
                                         and size, provider review/recommendation, ACA Compliance Management)



		●	Benefits
                                         Process Administration



-Manage
open enrollments and monthly newly eligible enrollments for each employee company (education, communication, materials, application
processing, premium allocation, enter payroll deductions, carriers submission/forms, and paperwork/filing)


-Manage
Eligibility, billing (reconciliation, adjustments), and COBRA notifications


-
Customer Service (answering employees and dependents questions, provide materials)


-Compliance
(complete census data for providers at annual, mid-year and as requested)


		●	Manage
                                         Leave of Absence/FMLA tracking and compliance



		●	Manage
                                         workers compensation & guest injury reporting to insurance companies



		●	Manage
                                         vacation (inquiries on individual vacation accrued/used)



		o	Performance
                                         Management



		●	Create/Update/Maintain
                                         job descriptions for all positions



		●	Create/Update/maintain
                                         forms for performance review, coaching, disciplinary action, and termination process
                                         and documentation



		●	Provide
                                         training/support for managers on performance management



		o	Employee
                                         Relations



		●	Receive/investigate/recommend
                                         resolutions for employee complaints/issues (i.e. harassment, wrongful termination, unfair
                                         practice, wage & hour, etc.)



		●	Assist
                                         with messaging/communication on employee related issues



		●	Provide
                                         support/counseling/guidance for managers on all employee related issues



		●	Manager
                                         training on HR related topic (i.e. interviewing, coaching, harassment, etc.)- Content
                                         development & GM audience delivery



		o	Staffing/Recruiting



		●	Process
                                         background checks for salaried managers & above (cost of report not included)



		●	Process
                                         selection assessment via Batrus Hollweg (cost of assessment not included)



 






    
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		●	JobApp
                                         Administration/Service for maintaining applications, new hire paperwork, E-verify (when
                                         required by law or requested by Client Company)



		●	Prepare
                                         offer letters for salaried employees



		●	Salaried
                                         level search support (create/review job description)



		o	HR
                                         Administration/Other



		●	Process/Respond
                                         to all unemployment requests



		●	Process/Respond
                                         to all summons/subpoenas



		●	Process/Respond
                                         to wage verification/requests



		●	Provide
                                         monthly turnover reporting



		●	Acquisition
                                         support



		●	Proved
                                         consulting to payroll provider on HR, DOL, DHS, etc. related issues and requests



		●	Provide
                                         documentation on hand and situation overview to Client Company counsel on litigated HR
                                         matters 



		o	System
                                         & Tools



		●	Administer
                                         Human Resource information system (Great Plains)



		●	Talent
                                         Reef network – Administration (required)






 


Purchasing
Services


 


		o	Point
                                         of Contact for Broad Line Distributors



		●	Communicate
                                         inventory needs- specified items, new menus, LTO’s



		●	Address
                                         and oversee resolution of service level issues- out of stocks, deliver times



		●	Monthly
                                         price audit- discrepancy report attached



		●	Liaison
                                         between store level operations and distribution centers



		o	Vendor/Manufacturer
                                         point of contact



		●	Negotiate
                                         and maintain vendor purchasing agreements



-Guaranteed
cost, rebates, market hedge purchases


		●	Facilitate
                                         vendor rebate billing- rebate collection and distribution of rebates to restaurant concepts



		●	Coordinate
                                         resolution of Quality Assurance issues



		●	Maintain
                                         data base of all vendor programs



		●	Coordinate
                                         savings via buying groups



		o	Product
                                         R&D



		●	Facilitate
                                         samples and cuttings of potential menu/LTO items



		●	Advise
                                         of pricing and availability through distributors



 






    
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IT
Services


		o	PCI
                                         Compliance



		●	Coordinate
                                         with POS vendors- keep software up to date



		●	Configure
                                         PCI DSS compliant Firewall rules (both parties recognize that adherence to PCI DSS compliant
                                         Firewalls and PCI-DSS best practices is not a guarantee against a network breach) 



		●	Maintain
                                         Self-Assessment Questionnaire 



		●	Administer
                                         required contracts for PCI DSS security scans



		o	Corporate
                                         Network Connectivity



		●	VPN
                                         to home office



		●	Email/Microsoft
                                         Exchange



		●	Paperless
                                         transactions



		●	Remote
                                         backup



		o	POS-
                                         Micros, Aloha, SoftTouch



		●	Menu
                                         Programming 



		●	Hardware
                                         Support



-Configure
and ship new equipment


-
Refurbish old equipment


-Valuation/depreciation
assessment


		●	Hotline
                                         Support



-After
hours and weekend support


-Work
order/eTicket tracking system


		●	Back
                                         Office Server



-Project
Planning


		1.	Specify
                                         equipment list



		2.	Act
                                         as purchasing agent



		3.	Build



		4.	Test



		5.	Stage/Ship



-Disaster
recovery


		●	Extended
                                         Service Contracts and POS Integration



-Loyalty


-Gift
Card


		o	CTUIT
                                         analytics



		●	Project
                                         implementation planning and management



		●	User
                                         Security and Maintenance



		●	Training



		o	Credit
                                         Card processing



		●	Facilitate
                                         establishing contract with Payment Processor



		●	Setup
                                         POS for use with Payment Processor



		●	Troubleshoot
                                         transaction issues between POS and Payment Processor



		●	Identify
                                         proper hardware, act as purchasing agent



		o	Store
                                         Services



		●	Internet
                                         Service Provider contracts



		●	Phone
                                         Service Contracts



		●	Technical
                                         Liaison to third party vendors



 











    
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EXHIBIT
“A” (Part 2)


 


SERVICE
CHARGES


Dated:
July 1, 2016


 


CLIENT
COMPANY: Bricktown Brewery Restaurants LLC – an Oklahoma limited liability company


 


Compensation:
Client Company shall pay Service Provider 2% of Net Sales. Net Sales shall be defined as actual revenues received and deposited,
less refunds, by Client Company from business operations in the ordinary course of business.


 


Service
Provider shall bill third party charges such as equipment, outside consultants and outside counsel at actual cost and provide
documentation for such expenses. Service Provider will obtain prior approval from Client Company for any single expense item with
a cost of $1,000.00 or more occurring in a given month. Service Provider’s allocable share of the monthly subscription service
costs determined as the percentage that the number of Client Company authorized users of the service bears to the total number
authorized users among Service Provider and other entities sharing the service.


 


Payment:
Service Provider will draw payment by a pre-approved Automated Clearing House transaction (“ACH”) on the 15th
day of each month for an amount equal to ninety percent (90%) of the estimated monthly payment for compensation and for those
expenses reasonably incurred by Service Provider in providing the Services; Service Provider will draw payment for any remaining
amount owed three (3) days after the end of each period. All invoices should be paid in their entirety and any disputed charges
should be stated in writing to Service Coordinator for Client Company.


 


 


Services Agreement – Abacus to Bricktown
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