Exhibit
10.30


 


THINKTIV
CONFIDENTIAL


 


SERVICES
AGREEMENT


 


This
Services Agreement (“Agreement”) is made by and between Thinktiv, Inc. whose principal place of business is located at 1011
San Jacinto Blvd. #202, Austin, Texas 78701 (“Thinktiv”) and Allied Integral United, Inc., having its principal place of
business at 2211 NW Military Highway, Suite 201, San Antonio, TX 78213 (“Client”) and entered into as of March 6, 2019 (the
“Effective Date”).


 


	1	Scope
    of Services



 


	1.1	Thinktiv
    agrees to provide the services (“Services”) described on separately executed statements of work (the “SOW”)
    as may from time to time be issued hereunder.
	 	 
	1.2	Each
    SOW shall define a specific Service authorized by Client, the Service schedule or term, the applicable pricing, and other appropriate
    terms and conditions.
	 	 
	1.3	Each
    SOW shall be governed by the terms and conditions of this Agreement; however, in the event of any conflict between this Agreement
    and a SOW, the provisions of the SOW shall prevail.
	 	 
	1.4	Thinktiv
    shall have the right to use third parties (“Third Party Consultants”) in performance of its obligations and Services
    hereunder and, for purposes of this Agreement, all references to Thinktiv or its employees shall be deemed to include such Third
    Party Consultants.
	 	 
	1.5	Each
    SOW shall remain in effect until it has expired on its own terms, is terminated in accordance with this Agreement, or the Service
    authorized thereunder is completed.
	 	 
	1.6	Client
    acknowledges and agrees that the Services are advisory in nature only. Accordingly, Thinktiv is not responsible for investigating,
    and cannot be liable to the Client for or relied upon to disclose, any errors, fraud, or illegal acts that may exist, or any other
    matters outside the scope of the Services. Further, all advice and services provided to Client in connection with this engagement
    are intended solely for the benefit and use of Client in connection with the matters described above, and accordingly no such advice
    or Services shall be relied upon by any person or entity other than Client. Finally, Client acknowledges and agrees that the Services
    are not in the nature of legal advice, and that with respect to the negotiation and documentation of any transaction, as well as
    the Client’s review of and entry into this Agreement, Client has been and will be represented by legal counsel of its own choosing.


 


	2	Price
                                            and Payment



 


	2.1	The
                                            Services provided by Thinktiv shall be at the pricing set forth in the applicable SOW. In
                                            the event a SOW does not reference any specific pricing or the Services are not referenced
                                            in the SOW, such Services shall be performed at Thinktiv’s then-current standard time
                                            and material rates and charges.



 


	2.2	Thinktiv
                                            will submit invoices for charges and expenses hereunder weekly. Client shall make payment
                                            of each invoice in US dollars within thirty (30) days from the invoice date. Client shall
                                            reimburse Thinktiv for all reasonable travel, food, lodging and other out-of-pocket expenses
                                            incurred in performance of a given Service.



 


	2.3	Any
                                            late payment shall be subject to any costs of collection (including reasonable legal fees)
                                            and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated
                                            for partial periods) or at the maximum rate permitted by law, whichever is less.



 


	2.4	The
                                            charges required to be paid hereunder do not include any amount for taxes or levy (including
                                            interest and penalties). Client shall reimburse Thinktiv and hold Thinktiv harmless from
                                            all sales, use, VAT, excise, property, or other taxes or levies which Thinktiv is required
                                            to collect or remit to applicable tax authorities. This provision does not apply to Thinktiv’s
                                            income or franchise taxes, or any taxes for which Client is exempt, provided Client has furnished
                                            Thinktiv with a valid tax exemption certificate.



 


	3	Confidential
                                            Information



 


	3.1	Each
                                            party agrees at all times to keep strictly confidential all Confidential Information (as
                                            hereafter defined) belonging to the other party. “Confidential Information” shall
                                            mean any information, technical data or know-how including, but not limited to, that which
                                            comprises or relates to the other party’s confidential and proprietary trade secrets,
                                            hardware, software, screens, specifications, designs, plans, drawings, data, prototypes,
                                            discoveries, research, developments, processes, procedures, intellectual property, market
                                            research, marketing techniques and plans, business plans and strategies, customer names and
                                            other information related to customers, price lists, pricing policies and financial information
                                            or other business and/or technical information and materials, in oral, demonstrative, written,
                                            electronic, graphic or machine-readable form and any analyses, compilations, studies or documents
                                            related thereto.



 


	3.2	Each
                                            party shall at all times protect and safeguard the Confidential Information of the other
                                            and agrees not to, in whole or in part, sell, lease, license, assign, transfer, or disclose
                                            the Confidential Information to any third party and shall not copy, reproduce or distribute
                                            the Confidential Information except as expressly permitted in this Agreement. Each party
                                            shall take every reasonable precaution to prevent the theft, disclosure, and the unauthorized
                                            copying, reproduction or distribution of the Confidential Information. The parties agree,
                                            however, that Thinktiv may disclose Confidential Information on a confidential basis to a
                                            Third Party Consultant in connection with any work that the Third Party Consultant is performing
                                            on behalf of Thinktiv.



 





 




    	 



     


    

 


THINKTIV
CONFIDENTIAL


 


	3.3	Each
                                            party acknowledges that the other party shall have the right to take all reasonable steps
                                            to protect its Confidential Information, including, but not limited to, seeking injunctive
                                            relief and any other remedies as may be available at law or in equity in the event the other
                                            party does not fulfill its obligations under this Section.



 


	3.4	Each
                                            party agrees to restrict access to the other party’s Confidential Information only
                                            to those employees and/or Third Party Consultants who (i) require access in the course of
                                            their assigned duties and responsibilities, and (ii) have agreed in writing to be bound by
                                            provisions no less restrictive than those set forth in this Section.



 


	3.5	Without
                                            granting any right or license, the obligations of the parties hereunder shall not apply to
                                            any material or information that: (i) is, or at any time becomes, a part of the public domain
                                            through no act or omission of the receiving party; (ii) is independently discovered or developed
                                            by the receiving party without use of the disclosing party’s Confidential Information;
                                            (iii) is rightfully obtained from a third party without any obligation of confidentiality;
                                            or (iv) is already known by the receiving party without any obligation of confidentiality
                                            prior to obtaining the Confidential Information from the disclosing party. In addition, neither
                                            party shall be liable for disclosure of Confidential Information if made in response to a
                                            valid order of a court or authorized agency of government, provided that notice is promptly
                                            given to the party whose Confidential Information is to be so disclosed so that such party
                                            may seek a protective order and/or engage in other efforts to minimize the required disclosure.
                                            The parties shall cooperate in seeking the protective order and engaging in such other efforts.



 


	3.6	Nothing
                                            in this Agreement shall preclude Thinktiv from using in any manner or for any purpose it
                                            deems necessary, the know-how, techniques, or procedures acquired or used by Thinktiv in
                                            the performance of Services hereunder.



 


	4	Ownership



 


	4.1	In
                                            the event Thinktiv provides any deliverables that are specified in a SOW (“Deliverables”),
                                            unless otherwise provided in a SOW, upon payment, Client shall own all right, title and interest
                                            in the copyright to the Deliverables, subject to Thinktiv’s rights in the Non-Custom
                                            Elements. Upon payment, all Deliverables are “works made for hire” to the extent
                                            allowed by law. In the event any Deliverables are not deemed “works made for hire,”
                                            upon payment Thinktiv hereby assigns and transfers all right, title and interest in the Deliverables
                                            to Client.



 


	4.2	To
                                            the extent that any Deliverable incorporates any software or other materials (including design,
                                            coding, user interfaces, visual elements and data models) developed prior to or independently
                                            of the Services for Client or for which Client does not pay (“Non-Custom Elements”),
                                            Thinktiv retains ownership in such Non-Custom Elements and upon payment for the Deliverable
                                            incorporating the Non-Custom Elements, grants to Client a worldwide, nonexclusive, license
                                            to reproduce, distribute, perform and display (publicly or otherwise), and otherwise use
                                            and exploit the Non-Custom Elements and derivative works thereof solely in connection with
                                            the applicable Deliverable.



 


	4.3	Notwithstanding
                                            anything contained herein, all general know-how, systems, software (including any modifications,
                                            enhancements, and updates), documentation, tools, utilities, methodologies, specifications,
                                            techniques and other materials resulting from Thinktiv’s performance of the Services
                                            (together with the intellectual property rights therein but excluding any Client Confidential
                                            Information) shall vest in Thinktiv. Furthermore, notwithstanding anything to the contrary
                                            in the Agreement or in a Statement of Work, Client hereby grants to Thinktiv a worldwide,
                                            nonexclusive, perpetual, irrevocable, royalty-free, transferable, sub-licensable license
                                            to (i) modify and otherwise create derivative works based on Generic Components and (ii)
                                            reproduce, distribute, perform and display (publicly or otherwise), and otherwise use and
                                            exploit the Generic Components and derivative works thereof. “Generic Components”
                                            shall mean any code, algorithm, materials, process or other items of Deliverables that have
                                            been developed or created by Thinktiv that are owned by Client and do not include or disclose
                                            any Client Confidential Information.



 


	4.4	Thinktiv
                                            shall have no maintenance or support obligations with respect to any Deliverables or any
                                            other software (including design, coding, user interfaces, visual elements, and data models),
                                            materials, and/or related documentation provided to Client by Thinktiv under this Agreement.



 


	5	Client’s
                                            Facilities. To the extent required by Thinktiv, Client will make available to Thinktiv
                                            certain of its facilities, computer resources, software, networks, personnel, and business
                                            information as are required to perform any Service hereunder. Thinktiv agrees to comply at
                                            all times with Client’s rules and regulations regarding safety, security, and conduct
                                            which Client provides to Thinktiv in writing.



 


	6	Warranties.
                                            Thinktiv warrants that it has the right to enter into this Agreement. EXCEPT AS OTHERWISE
                                            STATED IN THIS AGREEMENT, THINKTIV MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING
                                            EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.



 





 




    	 



     


    

 


THINKTIV
CONFIDENTIAL


 


Indemnity.
Client shall defend, indemnify and hold harmless Thinktiv and its affiliates and their officers, directors, employees, agents and
successors and assigns (“Indemnified Parties”) against (i) any and all demands, claims, and causes of action in connection
with any advice rendered to Client by the Indemnified Parties (each a “Claim”); (ii) any and all damages, claims, liabilities,
penalties, loss, time expended, costs and expenses arising from or related to a Claim (whether under a theory of negligence, strict liability,
contract or otherwise), incurred by Indemnified Parties, including, without limitation, reasonable attorneys’ fees and costs and
investigative costs (collectively, “Loss”). Indemnification
shall apply even if the Loss is due in whole or in part to the negligence of any Indemnified Parties, but excluding any damages to the
extent that the damages are finally determined to have resulted from the gross negligence or willful misconduct of any Indemnified Parties.


 


Limitation
of Liability. IN NO EVENT SHALL THINKTIV BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION
ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE,
EXCEED THE AMOUNT OF CHARGES PAID BY CLIENT FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTH PERIOD PRIOR TO SUCH
CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL THINKTIV BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION
OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.


 


	7	Termination



 


	7.1	This
                                            Agreement or any SOW hereunder may be terminated prior to expiration or completion in accordance
                                            with the following: (i) by Thinktiv if Client fails to make any payments due hereunder within
                                            fifteen (15) days after Thinktiv delivers notice of default to Client; (ii) by either party
                                            without cause on thirty (30) days prior written notice. However, no such termination shall
                                            be effective until all applicable SOWs have been completed; (iii) by either party in the
                                            event the other (i) has failed to perform any obligation required to be performed under this
                                            Agreement or a SOW and such failure is not corrected within thirty (30) days from receipt
                                            of written notice advising of such failure from the other party; or (ii) files a petition
                                            for bankruptcy or insolvency, has an involuntary petition filed against it, commences an
                                            action providing for relief under bankruptcy laws, files for the appointment of a receiver,
                                            or is adjudicated a bankrupt concern and such determination is not rescinded within sixty
                                            (60) days.



 


	7.2	Client
                                            shall pay a prorata portion of any Service, which is incomplete at the time of termination
                                            and for which payments have not been made, and upon such payment Thinktiv shall deliver to
                                            Client copies of all such incomplete work.



 


	7.3	Upon
                                            termination or expiration of this Agreement or any SOW, each party shall deliver to the other
                                            all copies of all applicable Confidential Information of the other party.



 


	8	General
                                            Terms and Conditions



 


	8.1	Independent
                                            Contractor. Thinktiv is an independent contractor and nothing in this Agreement shall
                                            be deemed to make Thinktiv an agent, employee, partner or joint venturer of Client. Neither
                                            party shall have authority to bind, commit, or otherwise obligate the other party in any
                                            manner whatsoever.



 


	8.2	Expenses
                                            and Attorneys’ Fees. In the event any action, including arbitration, is brought
                                            to enforce any provision of this Agreement or any SOW or to declare a breach of this Agreement,
                                            the prevailing party shall be entitled to recover, in addition to any other amounts awarded,
                                            reasonable legal and other related costs and expenses, including attorney’s fees.



 


	8.3	Assignment.
                                            Client may not assign or transfer its rights under this Agreement whether by operation
                                            of law, change of control, or in any other manner, without the prior written consent of Thinktiv.
                                            Any attempt to assign or transfer this Agreement by Client shall be void.



 


	8.4	Notices.
                                            Any notice required under this Agreement shall be given in writing and shall be deemed
                                            effective upon delivery to the party addressed. All notices shall be sent to the applicable
                                            address specified on the face page hereof or to such other address as the parties may designate
                                            in writing. Unless otherwise specified, all notices to Thinktiv shall be sent to the attention
                                            of the President with a copy to the General Counsel.



 


	8.5	Force
                                            Majeure. Thinktiv shall not be liable to Client for any delay or failure of Thinktiv
                                            to perform its obligations hereunder if such delay or failure arises from any cause or causes
                                            beyond the reasonable control of Thinktiv. Such causes shall include, but are not limited
                                            to, acts of God, floods, fires, loss of electricity or other utilities, labor strike, or
                                            delays by Client in providing required resources or support or performing any other requirements
                                            hereunder.



 


	8.6	Reservation
                                            of Rights. Thinktiv reserves all rights not specifically granted herein.



 


	8.7	Entire
                                            Agreement. This Agreement and its SOWs constitute the entire agreement between the parties
                                            regarding the subject matter hereof and supersede all proposals, prior discussions and writings
                                            between the parties with respect thereto. The terms and conditions of any purchase order
                                            or other instrument issued by Client in connection with this Agreement shall not be binding
                                            on Thinktiv.



 





 




    	 



     


    

 


THINKTIV
CONFIDENTIAL


 


	8.8	Modifications.
                                            The parties agree that this Agreement cannot be altered, amended or modified, except in writing
                                            which is signed by an authorized representative of both parties.



 


	8.9	Nonsolicitation.
                                            During the term of this Agreement and for a period of two (2) years thereafter, Client agrees
                                            not to hire, solicit, nor attempt to solicit, the services of any employee or Third Party
                                            Consultant of Thinktiv without the prior written consent of Thinktiv. Client further agrees
                                            not to hire, solicit, nor attempt to solicit, the services of any former employee or Third
                                            Party Consultant of Thinktiv for a period of one (1) year from such former employee’s
                                            or Third Party Consultant’s last date of service with Thinktiv. Violation of this provision
                                            shall entitle Thinktiv to assert liquidated damages against Client equal to two hundred percent
                                            (200%) of the solicited person’s gross annual compensation.



 


	8.10	Headings.
                                            Headings are for reference purposes only, have no substantive effect, and shall not enter
                                            into the interpretation hereof.



 


	8.11	No
                                            Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed
                                            a waiver of any right or remedy.



 


	8.12	Severability
                                            and Reformation. If any portion of this Agreement is determined to be or becomes unenforceable
                                            or illegal, such portion shall be reformed to the minimum extent necessary in order for this
                                            Agreement to remain in effect in accordance with its terms as modified by such reformation.



 


	8.13	Survival.
                                            The provisions set forth in Sections 1.6, 2, 3, 4, 6.2, 7, 8, and 10 of this Agreement shall
                                            survive termination or expiration of this Agreement.



 


	8.14	Publicity.
                                            Client agrees to cooperate with Thinktiv (i) in providing oral and/or written references
                                            to Thinktiv’s prospective customers; (ii) in providing oral and/or written references
                                            to press and industry analysts; and (iii) in delivering pre-approved quotations to be used
                                            in Thinktiv’s sales and marketing materials. Thinktiv may include Client’s tradename
                                            and logo on publicly displayed customer lists (including Thinktiv’s Internet Web Site).



 


	8.15	Mediation.
                                            Except as provided herein, no civil action with respect to any dispute, claim or controversy
                                            arising out of or relating to this Agreement may be commenced until the matter has been submitted
                                            to the American Arbitration Association (“AAA”) for mediation. Either party may
                                            commence mediation by providing to AAA and the other party a written request for mediation,
                                            setting forth the subject of the dispute and the relief requested. The parties will cooperate
                                            with AAA and with one another in selecting a mediator and in scheduling the mediation proceedings.
                                            The mediation will be conducted in accordance with the Commercial Mediation rules of the
                                            AAA. The parties covenant that they will participate in the mediation in good faith, and
                                            that they will share equally in its costs. All offers, promises, conduct and statements,
                                            whether oral or written, made in the course of the mediation by any of the parties, their
                                            agents, employees, experts and attorneys, and by the mediator are confidential, privileged
                                            and inadmissible for any purpose, including impeachment, in any litigation or other proceeding
                                            involving the parties, provided that evidence that is otherwise admissible or discoverable
                                            shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
                                            Either party may seek equitable relief prior to the mediation to (i) preserve the status
                                            quo pending the completion of that process; or (ii) prevent disclosure of Confidential Information
                                            or misuse of intellectual property. Except for such an action to obtain equitable relief,
                                            neither party may commence a civil action with respect to the matters submitted to mediation
                                            until after the completion of the initial mediation session or forty-five (45) days after
                                            the date of filing the written request for mediation, whichever occurs first. Mediation may
                                            continue after the commencement of a civil action if the parties so desire. The provisions
                                            of this Section may be enforced by any court of competent jurisdiction and the party seeking
                                            enforcement shall be entitled to an award of all reasonable costs, fees and expenses, including
                                            attorneys’ fees, to be paid by the party against whom enforcement is ordered.



 


	8.16	Choice
                                            of Law. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF
                                            TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF. ANY ACTION OR SUIT RELATED
                                            TO THIS AGREEMENT SHALL BE BROUGHT IN AUSTIN, TEXAS AND EACH PARTY HEREBY SUBMITS TO THE
                                            EXCLUSIVE JURISDICTION OF SUCH COURTS.



 





 




    	 



     


    

 


THINKTIV
CONFIDENTIAL


 


The
parties hereto agree to the foregoing as evidenced by their signatures below.


 


Agreed
to by:


 


	THINKTIV,
    INC.	ALLIED
    INTEGRAL UNITED, INC.
	 	 	 	 
	By:	/s/
    Steve Waters	By:	/s/
    Jim Walesa
	 	 	 	 
	Name:	Steve
    Waters	Name:	James
    Walesa
	 	 	 	 
	Title:	Chief
    Strategy & Ventures Officer	Title:	Chief
    Executive Officer
	 	 	 	 
	Date:
    	March
    6, 2019	Date:	March
    6, 2019