In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
EXHIBIT 10.47

               MANIFEST SYSTEM SERVICES AND CO-BRANDING AGREEMENT                --------------------------------------------------

     This Manifest System Services and Co-Branding Agreement (Agreement) is                                                                --------- made and entered into as of April 27, 1999 (the Effective Date), by and                                                  -------------- between iShip.com, Inc., a Washington corporation (the Company), and Mail                                                         ------- Boxes Etc. USA, Inc., a California corporation (MBE).                                                  ---

                                    RECITALS                                     --------

     A.  The Company has developed an Internet-based shipping system.

     B.  MBE wishes to have the Company provide an Internet-based service based on the Company's Internet-based shipping system and the MBE retail manifest system to the MBE Centers (as defined below) for use in manifesting and shipping customer packages, all subject to the terms and conditions set forth in this Agreement.

     C.  The Company and MBE desire to engage in certain co-branding activities on the Internet so as to allow customers of MBE Centers to use the Company's Internet-based shipping system in a convenient manner and to list the MBE Centers as drop-off locations and retail shipping centers.

     D.  In connection with the services to be provided hereunder, the Company desires to issue to MBE a warrant to purchase up to One million three hundred thirty three thousand three hundred thirty three (1,333,333) shares (as determined pursuant to the terms of the Warrant) of Series B Preferred Stock of the Company substantially in the form attached hereto as Exhibit A (the                                                          --------- Warrant).  -------                                     AGREEMENT                                     ---------

1.   Definitions.      -----------

     The following terms are defined for the purposes of this Agreement as follows:

     (a) Acceptance shall mean MBE's acknowledgment pursuant to Section 2           ---------- below that (i) access to the Service has been granted, and (ii) the Service functions in accordance with the Specifications.

     (b) Authorized Equipment shall mean the particular type of computer           -------------------- equipment and the specifications thereof set forth in Exhibit B attached hereto                                                       --------- on which the Service is intended to be accessed and used by the MBE Centers.

     (c) Brand Features means each party's respective trademarks, trade names,           -------------- service marks, service names and distinct brand elements that appear from time to time in each party's properties, ventures and services worldwide and are protected under U.S. copyright law or as to which each party has established trademarks or trade dress rights and any modifications to the foregoing that may be created during the term of this Agreement.

     (d) Brand Guidelines means the guidelines, if any, for use of the Brand           ---------------- Features, which may be prescribed by each party from time to time during the term of this Agreement.

     (e) Bounty Customer shall mean any Company Internet Customer or Third           --------------- Party/Company Customer.

     (f) Company Internet Customer shall have the meaning set forth on Exhibit           -------------------------                                      ------- C attached hereto. -

     (g) Company Site shall mean the web site or sites of the Company on the           ------------ Internet, one of which is currently located at www.iship.com.                                                -------------

     (h) Company Technology shall mean the Internet-based manifest system of

Source: STAMPS.COM INC, 10-Q, 11/14/2000





          ------------------ the Company that allows users to, among other things, compare various shipping services, print shipping labels and/or track shipments using the Internet.

     (i) Confidential Information shall mean the Service Documentation, the           ------------------------ Specifications and any information disclosed by one party to the other pursuant to this Agreement that is in written, graphic, machine readable or other tangible form and is marked Confidential, Proprietary or in some other manner to indicate its confidential nature, including but not limited to information related to the respective parties' business, products, proposed new products, customers or related information. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party.

     (j) eBay Customer shall have the meaning set forth on Exhibit C.           -------------                                      ---------

     (k) In-Center Customer shall have the meaning set forth on Exhibit C.           ------------------                                      ---------

     (l) Intellectual Property Rights means all rights in and to trade           ---------------------------- secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

     (m) Link means a URL hidden behind a formatting option that may take the           ---- form of a colored item of text (such as a URL description), logo or image, and which allows a user to automatically move to or between web pages or web sites.

     (n) Listings shall mean the listing of the names, addresses, pricing and           -------- other identifying information of each MBE Center which is a party to a Subscription Agreement (as defined in Section 3(b)  [Service]).

     (o) Manifest means the exclusive MBE retail manifest system to be           -------- developed by the parties hereto in accordance with the Specifications.

                                      -2-

     (p) MBE Center shall mean each franchise of MBE operating a franchise           ---------- retail outlet within the United States which enters into a Subscription Agreement.

     (q) MBE-Generated Customer shall mean any In-Center Customer, Remote           ---------------------- Self-Service Customer or MBE Internet Customer.

     (r) MBE Internet Customer shall have the meaning set forth on Exhibit C.           ---------------------                                      ---------

     (s) MBE Sites shall mean the web sites operated by MBE on the Internet           --------- during the term of this Agreement, including but not limited to the websites currently located at www.mbe.com and www.mbeonline.com.

     (t) Remote Self-Service Customer shall have the meaning set forth on           ---------------------------- Exhibit C. ---------

     (u) Specifications shall mean the specifications for the Manifest set           -------------- forth on Exhibit D, as updated from time to time during the term of this          --------- Agreement in accordance with the terms of this Agreement.

     (v) Stations shall mean the retail manifest shipping stations within each           -------- MBE Center and the remote off-site manifest shipping stations, in each case within the United States, of any MBE Center utilizing Authorized Equipment.

     (w) Service shall mean the combination of the Company Technology and the           ------- Manifest.

     (x) Service Documentation shall mean all manuals, instructions or other           ---------------------

Source: STAMPS.COM INC, 10-Q, 11/14/2000





information provided by the Company to MBE or MBE Centers which directly relate to the functionality and operation of the Service.

     (y) Third Party/Company Customer shall have the meaning set forth on           ---------------------------- Exhibit C. ---------

     (z) Third Party/MBE Customer shall have the meaning set forth on           ------------------------ Exhibit C. ---------

     (aa) Update shall mean any and all bug fixes, error corrections, and            ------ maintenance updates of the Service.

2.   Development, Delivery and Acceptance.      ------------------------------------

     (a) Development License. Each party hereby grants to the other party a          ------------------- [***]* (except as provided in Section 18(b)  [Assignment](Assignment)), [***]* (with no  ---                                                         --- right to sublicense except as set forth below) under all of its Intellectual Property Rights to use, reproduce, modify, and create derivative works of each party's preexisting Intellectual Property Rights solely as is reasonably and actually necessary to complete the development of the Service. Each party may grant sublicenses to contractors or subcontractors it engages to work on the Service, provided

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -3-

that any such subcontractor has entered into an enforceable agreement reasonably acceptable to the other party relating to the assignment of Intellectual Property Rights.

     (b) Delivery. The Company shall use its commercially reasonable best          -------- efforts to complete the design of the Manifest and the Service in a timely and professional manner consistent with commercial software industry standards on or before August 1, 1999 and deliver the URL and the access codes or passwords necessary to use the Service to MBE and each subscribing MBE Center on or before September 1, 1999. MBE and MBE Centers shall provide any assistance reasonably requested by the Company in connection with completing such design and effecting such delivery. The parties shall cooperate to implement a beta roll-out of the Service in approximately 100 Designated Locations of MBE Centers selected by mutual agreement of the Company and MBE on or before September 1, 1999, and thereafter shall mutually agree on a plan to make the Service available to all MBE Centers by no later than October 1, 1999.

     (c) Inspection. Following the completion of the beta roll-out and testing          ---------- of the Service, MBE shall have a period of twenty (20) business days to undertake inspection and testing of the Manifest to determine conformance with applicable Specifications. The Company shall provide any assistance reasonably requested by MBE in assessing such conformance. If MBE finds that any part of the Manifest does not conform with the applicable Specifications, MBE shall, within the inspection period, notify the Company and provide a detailed written description of such nonconformance. Following confirmation by the Company of such nonconformance, the Company will alter the Manifest within a reasonable time to correct such nonconformance.

     (d) Acceptance. Upon verification by MBE that the Manifest conform with the          ---------- Specifications in all material respects, or if MBE fails to notify the Company within the twenty (20) business day inspection period, the Service shall be deemed Accepted. MBE's sole remedy for correction of problems after Acceptance shall be under the Warranties set forth in Section 11.

3.   Provision of Service.      --------------------

     (a) Scope of Agreement. Any Service Documentation provided to MBE and/or          ------------------ MBE Centers by the Company shall be subject to all terms and conditions of this Agreement. All use of and access to the Service by MBE and all MBE Centers shall also be subject to all terms and conditions of this Agreement.

     (b) Service. The Company will operate the Service at its network operating          -------

Source: STAMPS.COM INC, 10-Q, 11/14/2000





center. The Company shall bear all costs associated with the network operating center, including without limitation hardware and software, networking equipment and bandwidth charges, redundant storage and/or mirroring across multiple geographic locations, and maintenance; provided, however, that Company and MBE                                        --------  ------- shall each pay one-half of the costs and expenses associated with transmitting information and data from the servers maintained or used by the Company to the VSAT network hub, including hardware and backhaul circuits. The Company will make the Service available to MBE Centers via one or more secure Internet sites. Each MBE Center approved by MBE that wishes to participate in the Service shall enter into a Subscription Agreement with the Company in a form to be mutually agreed upon by the parties, which form

                                      -4-

shall include appropriate obligations of the MBE Centers as set forth in this Agreement (the Subscription Agreement). MBE agrees to use its commercially                 ---------------------- reasonable best efforts to facilitate the execution of a Subscription Agreement by each participating MBE Center within a reasonable amount of time after the Effective Date. The Company hereby grants the MBE Centers a [***]* under all of                                                              --- Company's Intellectual Property Rights solely to access and use the Service in accordance with the terms and conditions of this Agreement and the Subscription Agreement.

     (c) Authorized Equipment. Each MBE Center shall be responsible for          -------------------- obtaining, installing and maintaining the Authorized Equipment at its sole cost and expense. The Subscription Agreement shall provide that an MBE Center that accesses or uses the Service on any hardware or other equipment, or in conjunction with any software, that does not constitute Authorized Equipment does so as its own risk, and the Company shall not be liable for any failure of the Service on hardware or other equipment, or in conjunction with any software, that does not constitute Authorized Equipment.

     (d) Exclusivity          -----------

         (i)   The Company shall not enter into any agreement or arrangement,      including without limitation any sale, license, service agreement,      co-branding agreement, co-marketing agreement or linking agreement with any      provider of manifesting or shipping services through non-carrier retail      shipping locations; provided, however, that:

               (A) the Company may provide listings of carrier drop-boxes or      carrier-owned counter drop-off locations specific to a particular carrier      (including, without limitation, locations within retail establishments) on      the Company Site, provided that such listings do not include retail      shipping locations, including UPS authorized shipping outlets, FedEx      authorized shipping centers and other commercial mail receiving agencies;      and

               (B) the Company may enter into any such agreement or arrangement      so long as MBE is given advance written notice of such agreement or      arrangement and such agreement or arrangement prohibits the use of the      Manifest or any Company Technology to manifest or ship packages for retail      customers and provided further that Company terminates service to any such      entity that uses the Manifest or any Company Technology to serve retail      customers.

         (ii)  MBE shall not enter into any agreement or arrangement with any      provider of an online or Internet-based manifest system other than the      Company.

         (iii) The Company may, at its option, terminate the exclusivity      provisions set forth in this Section 3(d)  [Exclusivity] upon the occurrence of any of the      following events: (A) MBE

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -5-

     and all MBE Centers together fail to ship at least [***]* packages                                                          ---      manifested by the Service in any period of three (3) full months commencing      on the earlier of (x) March 1, 2000, and (y) the use of the Service to      manifest packages by at least [***]* MBE Centers (other than any such                                     ---      failure which is directly caused by an event of force majeure (as set forth      in Section 18(e)  [Force Majeure] or by the failure of the Service to operate in accordance      with the Specifications or by the Company's breach of any of its      obligations hereunder), or (B) MBE ceases to own at least [***]* shares of

Source: STAMPS.COM INC, 10-Q, 11/14/2000





                                                                ---      common stock of the Company (calculated on an as-converted basis and as      adjusted for any stock split, stock dividend, recapitalization or similar      transaction).

         (iv)  Beginning 18 months after the Effective Date, MBE may, at its      option, terminate the exclusivity provisions set forth in this Section 3(d)  [Exclusivity]      if (A) MBE and all MBE Centers together fail to ship at least [***]*                                                                     ---      packages manifested by the Service in any three (3) full month period      ending 18 months after the Effective Date and (B) such failure to meet the      volume requirements set forth above is related to the unsatisfactory      performance of the Service as evidenced by written communications from a      commercially significant number of MBE Centers.

4.   Support; Training.      -----------------

     (a) Updates and Service Revisions. The Company will make Updates to the          ----------------------------- Service in accordance with the requirements set forth in the Specifications at no charge for the entire term of this Agreement. Without limiting the foregoing, the Service shall be updated from time to time during the term of this Agreement to include accurate and current (i) Listings and (ii) pricing and service descriptions for each carrier supported by the Manifest, in each case as soon as reasonably practicable following the receipt by the Company of such Listings, pricing and service descriptions. As reasonably necessary, the Company shall update the Specifications to reflect such Updates and shall provide a copy of same to MBE at least once per calendar quarter. If the Company develops additional Intellectual Property Rights that are made available without development charge to other customers of the Company, the Company will also make such Intellectual Property Rights available to MBE without development charge.

     (b) MBE Center Support. MBE shall have the right to designate in writing up          ------------------ to five (5) second-level support personnel individuals and alternates to such individuals as contact persons (the Contact Persons) (although the parties may                                      --------------- mutually agree to increase such number of Contact Persons to ensure adequate support exists for the MBE Centers) Such Contact Persons shall interface with the MBE Centers with respect to matters relating to the Service and may transmit request assistance and descriptions of problems encountered with the Service to the Company via electronic mail, fax, or overnight mail. The Company will provide telephone support to the Contact Persons at a level and in such a manner as the parties mutually agree to be adequate. The Company shall use reasonable efforts to provide the Contact Persons with answers and solutions to problems encountered by MBE or the MBE Center in the course of MBE's or MBE Centers' normal and proper use of the Service in accordance with the terms and

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -6-

conditions of this Agreement. Only the Contact Persons may contact the Company in connection with matters relating to technical support, and the Company shall have no obligation to answer questions or assist MBE or MBE Centers' personnel other than the Contact Persons. The Company shall provide a reasonable amount of training and training materials to the Contact Persons to provide the Contact Persons with information concerning the Service and to assist the Contact Persons in providing support to the MBE Centers and other personnel of MBE. MBE shall take reasonable steps to ensure that MBE Centers and personnel of MBE other than the Contact Persons do not contact the Company directly with respect to issues relating to support of the Service. The Company shall take reasonable steps to provide adequate industry standard support of all Internet users of the Company Site and other sites using the Company Technology. MBE and MBE Centers may refer all support questions relating directly to the Company Site or the Company Technology to the Company in accordance with the foregoing.

5.   Records; Audits.      ---------------

     The Company shall maintain complete and accurate records of the number of packages shipped by the MBE Centers using the Service and all payments due or accrued to the Company by MBE Centers hereunder. MBE shall, at any time during the term of this Agreement, be entitled to audit all such records upon ten (10) days written notice to the Company, in order to confirm the accuracy of such records and conformance with the terms and conditions of this Agreement; provided, however, that no more than one (1) such audit may be conducted in any --------  ------- ninety (90)-day period. Any such audit shall be performed at MBE's expense during the Company's normal business hours; provided, however, that in the event                                             --------  ------- that such audit reveals any non-compliance with any term of this Agreement by the Company, the Company shall bear the cost of such audit.

Source: STAMPS.COM INC, 10-Q, 11/14/2000





6.   Additional Development.      ----------------------

     (a) Request for Proposal. From time to time, MBE may request additional          -------------------- custom software or other custom development to be provided by the Company under this Agreement. If MBE has a requirement for a specific enhancement or modification of the Service, MBE will identify to the Company in writing a summary of such requirement (the Request for Proposal). Such Request for                                   -------------------- Proposal will provide a description sufficient to enable the Company to determine the general demand for and its plans, if any, to develop the same or similar enhancements or modifications.

     (b) Terms and Conditions. If the Company decides that it has the technical          -------------------- ability to fulfill the Request for Proposal, then the Company will respond to MBE within forty-five (45) days of receiving the Request for Proposal, stating the terms and conditions upon which the Company would be able to undertake such development, including, but not limited to, changes to the Specifications, custom development charges, and a proposed delivery schedule.

     (c) Development and Billing Rates. The Company shall perform such          ----------------------------- development in accordance with the highest professional standards. The cost of such development shall be the Company's standard billing rates then in effect (in addition to reimbursement of any expenses, in accordance with the Company's standard practices), which shall be paid by MBE within thirty (30) days of receipt of an invoice therfor. No additional fees or bounties shall be owed or

                                      -7-

payable in connection with such development, unless such development results in a revenue-generating feature or functionality of the Service which is outside of the scope of the Specifications, in which case the parties shall negotiate in good faith to mutually agree upon a reasonable fee mechanism therefor and/or reimbursement of development expenses. Upon completion of such additional development, the Company shall update the Specifications to reflect such additional development and shall provide a copy of same to MBE.

     (d) Credit. MBE shall receive a credit applicable to such billing rates          ------ (but not to reimbursement of expenses) for any development performed by the Company under this Section 6 equal to [***]* of the total fees paid by MBE and                                        --- all MBE Centers, which credit shall be reflected on a monthly statement by the Company to MBE. Any such credit must be used within twelve (12) months of receipt of payment by the Company.

7.   Ownership.      ---------

     (a) General. The Company will have full and exclusive right, title and          ------- ownership interest in and to the Service and the Specifications and the Intellectual Property Rights therein. The Company is, and shall be, the sole owner of all inventions, discoveries and/or enhancements relating to the Service and the Specifications, including all copies, translations, compilations, partial copies, derivative works and updated works, whether partial or complete and whether or not merged into other program materials and whether in written or unwritten form. Except as authorized by this Agreement (including MBE's right to use the Specifications as set forth in Section 15(d)(iv)  [Effect of Termination]) or as otherwise agreed in writing, MBE and MBE Centers may not, directly, or through any person or entity, in any form or manner, copy, distribute, reproduce, incorporate, use or allow access to the Service or the Specifications, or modify, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or object code from the Service or the Specifications.

     (b) Proprietary Notices. MBE will ensure that all copies of Service          ------------------- Documentation made in accordance with this Agreement will incorporate copyright and other proprietary notices in the same manner that the Company incorporates such notices in the Service or in any manner reasonably requested by the Company, and MBE agree not to delete or modify any such notices incorporated in the Service Documentation in any respect. MBE will also permit the Company to enter any of MBE's premises during regular business hours to inspect the use of the Service in any reasonable manner. The Subscription Agreement shall provide that MBE Centers will comply with the terms of this Section 7(b)  [Proprietary Notices].

     (c) List of Trademarks. Each party (the Granting Party) hereby grants the          ------------------                   -------------- other party (the Using Party) a limited license to use its Brand Features in                   ----------- connection with the marketing, distribution, provision of access to, and support of the Service. The Using Party agrees that such Brand Features are the exclusive property of the Granting Party and that all usage of such marks and any goodwill established by the use of such marks shall inure to the benefit of

Source: STAMPS.COM INC, 10-Q, 11/14/2000





the Granting Party and that this Agreement does not confer any goodwill or other

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -8-

interests in such marks on the Using Party The Using Party will comply with the Granting Party's Brand Guidelines. The Using Party shall provide to the Granting Party examples of any use of the Brand Features of the Granting Party prior to use. The Using Party shall modify or discontinue such use if requested by the Granting Party. Neither party shall adopt or attempt to register any trademark, trade name, or service mark which is confusingly similar to the other party's Brand Features such as Ship Mailboxes (and the like).

     (d) Customer Information. The Company and MBE shall jointly own (without          -------------------- duty to account) all customer lists and related customer data gathered through the use of the Service by customers of MBE and MBE Centers (Customer Data).                                                              ------------- During the term of this Agreement, neither party shall provide any Customer Data to any third party (other than MBE Centers or an affiliate of MBE or the Company) without the prior written consent of the other party The Company shall initially provide the Customer Data to MBE in acceptable electronic format as soon as practicable following the reasonable request of MBE, and, once MBE (at its sole cost and expense) has implemented an appropriate means to warehouse the Customer Data, the parties shall take reasonable steps to transfer all existing Customer Data to MBE and implement a system whereby the Customer Data is automatically downloaded and provided to MBE on a periodic basis. The Company agrees to retain the Customer Data in accordance with the Company's own data retention policies, and in any case for no less than 13 months from the creation of such Customer Data. The Company, MBE, affiliates of the Company and MBE, and the MBE Centers may each use the Customer Data for marketing and other purposes in accordance with a mutually agreed upon privacy policy and in accordance with any mutually agreed upon privacy policy displayed to customers in connection with the Service. Notwithstanding the foregoing, the Company agrees not to use any Customer Data to solicit any MBE-Generated Customers with respect to any services offered by the Company; provided, however, that the Company may use Customer Data to solicit such customers who have a shipping account with a carrier or with respect to services not offered by MBE and the MBE Centers. Notwithstanding the foregoing, MBE agrees not to use any Customer Data in any manner which would reasonably be expected to eliminate any Bounty Package payment to the Company hereunder.

     (e) Reserved Rights. Without limitation of the foregoing, each party          --------------- reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein.

     (f) Notices. Each party agrees to display mutually agreeable trademark and          ------- copyright notices or legends of the other party when using such other party's Brand Features. Each party shall in advance submit to the other party the proposed placement of such notices or legends (including, without limitation, the place and manner of incorporation into electronic media or transmissions), and such other party shall have the right, acting reasonably, to approve the same.

8.   Payments; Taxes.      ---------------

     (a) Basic Fee. In consideration for the Service provided hereunder, for          --------- each package shipped utilizing the Service (other than a package which is shipped first class by the U.S. Postal

                                      -9-

Service), the Company shall be entitled to receive the amount of [***]* (the                                                                   --- Basic Fee). MBE agrees to use its commercially reasonable efforts to execute  --------- agreements, or to facilitate the execution of agreements among the appropriate parties, so that such Basic Fee is paid to the Company directly from the carrier which ships such package no later than fifteen (15) days following the end of the month in which such package was shipped. If MBE is unable, despite its commercially reasonable efforts, to facilitate the execution of such an agreement with one or more carriers, the Basic Fee shall be paid by each MBE Center directly pursuant to the terms of the Subscription Agreement.

     (b) Bounty Fee. In further consideration for the Service and the other          ---------- obligations of the Company hereunder, for each package shipped by or through an MBE Center by a Bounty Customer who pays the shipping rates charged by such MBE

Source: STAMPS.COM INC, 10-Q, 11/14/2000





Center, (Bounty Package), the Company shall be entitled to receive the           -------------- following amounts (the Bounty Fee) from each such MBE Center, for Bounty                         ---------- Packages shipped during each calendar month:

         (i)   in the event that less than [***]* Bounty Packages shall have                                             --- been shipped by the MBE Centers during the twelve (12) full months prior to the shipping of such Bounty Package (or, if such information is not yet available for the month prior to the month in which such Bounty Package is shipped, the most recent twelve (12) full months for which such information is available) (the Measurement Period), the amount of [***]* per Bounty Package shipped via       ------------------                   --- air transportation and the amount of [***]* per Bounty Package shipped via                                       --- ground transportation;

         (ii)  in the event that at least [***]* but less than [***]* Bounty                                            ---                  --- Packages have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per Bounty Package shipped via air transportation and the            --- amount of [***]* per Bounty Package shipped via ground transportation;            ---

         (iii) in the event that at least [***]* but less than [***]* Bounty                                            ---                  --- Packages shall have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per Bounty Package shipped via air transportation                        --- and the amount of [***]* per Bounty Package shipped via ground transportation;                    --- and

         (iv)  in the event that at least [***]* Bounty Packages shall have been                                            --- shipped by the MBE Centers during the Measurement Period, the amount of [***]*                                                                          --- per Bounty Package shipped via air transportation and the amount of [***]* per                                                                      --- Bounty Package shipped via ground transportation.

     (c) eBay Fee. In further consideration for the Service and the other          -------- obligations of the Company hereunder, for each package shipped by or through an MBE Center by an eBay Customer (eBay Package), the Company shall be entitled                                  ------------ to receive the following amounts from such MBE Center for eBay Packages shipped during each calendar month, in each case

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -10-

after deduction of the lesser of (x) [***]* and (y) the amount paid or to be                                       --- paid by such eBay Customer directly to the Company with respect to the shipment of such package (the eBay Fee):                       --------

         (i)   in the event that at least [***]* but less than [***]* eBay                                            ---                  --- Packages have been shipped by MBE and the MBE Centers during the Measurement Period, the amount of [***]* per eBay Package shipped via air transportation and                        --- the amount of [***]* per eBay Package shipped via ground transportation;                ---

         (ii)  in the event that at least [***]* but less than [***]* eBay                                            ---                  --- Packages shall have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per eBay Package shipped via air transportation and                        --- the amount of [***]* per eBay Package shipped via ground transportation; and                ---

         (iii) in the event that at least [***]* eBay Packages shall have been                                            --- shipped by the MBE Centers during the Measurement Period, the amount of [***]*                                                                          --- per eBay Package shipped via air transportation and the amount of [***]* per                                                                    --- eBay Package shipped via ground transportation.

Source: STAMPS.COM INC, 10-Q, 11/14/2000





     (d) Payment Cycle. The Company shall bill and collect all amounts due to          ------------- the MBE Centers for Bounty Packages and eBay Packages from each Bounty Customer or eBay Customer, as the case may be, by processing credit card transactions over the Internet. The Company shall pay such amounts, less the relevant Bounty Fee or eBay Fee then in effect, to MBE on the next business day or as soon as reasonably practicable (but in any event within one week) following the shipment date of each package, and MBE agrees to distribute such amounts to the MBE Centers. At the Company's option, Bounty Customers or eBay Customers may also be entitled to pay directly for the shipment of such Bounty Package or eBay Package at MBE Centers, and the Company shall be entitled to deduct the relevant Bounty Fee or eBay Fee then in effect from any payments due to such MBE Center for shipment of Bounty Packages, eBay Packages or otherwise.

     (e) Right of Offset. In the event of any default in payment by an MBE          --------------- Center under this Section 8 which continues uncured for a period of thirty (30) days, in addition to any rights or remedies which the Company may have at law or equity or pursuant to this Agreement, the Company shall have the right (but not the obligation) to (i) terminate providing the Service to such MBE Center and (ii) offset any amounts owed to the Company by such MBE Center from any payments owed to such MBE Center by the Company.

     (f) Taxes. MBE shall pay or reimburse the Company for all taxes, duties and          ----- assessments imposed on MBE or the Company in connection with the license or use of the Service by MBE under this Agreement, including without limitation all sales, use, excise and other taxes and duties, excluding only taxes based upon the Company's net income. MBE shall

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -11-

hold the Company harmless from all claims and liability arising from MBE's failure to report or pay any such taxes, duties and assessments.

     (g) [***]*           ---

     (h) Independent MBE Centers. Notwithstanding any other provision of this          ----------------------- Agreement, Company acknowledges and agrees that each participating MBE Center is an independently owned and operated franchise and that MBE is not responsible for any debts or acts or omissions of its franchisees. Each use by an MBE Center of the Service shall be pursuant to the terms and conditions of a Subscription Agreement and each participating MBE Center shall be responsible for paying to Company any charges incurred. Company further acknowledges that each participating MBE Center may choose to make the Service (or some portion thereof) available to customers of MBE Centers.

9.   Co-Marketing Obligations.      ------------------------

     (a) Listings. MBE shall supply and regularly update the Listings, and the          -------- Company shall include the Listings in the Company Site and shall use commercially reasonable best efforts to include such Listings on other third party web sites utilizing the Company Technology.

     (b) Mutual Links. During the term of this Agreement, each party will ensure          ------------ that the relevant pages in each party's website will include Links to the other party's site(s). Without limiting the foregoing, and within the first three (3) months following the Effective Date, the Company shall assist MBE at no additional charge in developing a series of Links between the MBE Site and the Company Site. The purpose of such Links shall be to allow MBE Internet Customers to access certain agreed-upon features provided by the Company Site. At a minimum, such functionality shall be equivalent to that provided by the Company Site to public Internet users. As mutually agreed upon by the parties, the parties may place advertising banners promoting their products and services on appropriate pages of the other party's website.

     (c) Marketing and Public Relations. So long as such activities are in          ------------------------------ compliance with MBE Brand Guidelines then in effect (i) the Company shall display the logo of MBE on the Company Site and identify MBE as the exclusive retail shipping partner of the Company, (ii) to the extent reasonably practicable, the Company shall include the logo of MBE on every carrier or shipping label generated pursuant to this Agreement and (iii) the parties agree to use reasonable efforts to cooperate to develop a co-branded Company/MBE logo to display on Internet-generated shipping labels generated pursuant to this Agreement.

Source: STAMPS.COM INC, 10-Q, 11/14/2000





10.  Confidential Information.      ------------------------

     (a) Limited Access. MBE and MBE Centers agree not to provide or otherwise          -------------- make available any Service Documentation or other Confidential Information of the Company to any person other than employees, consultants, contractors or agents of MBE and MBE Centers with a

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -12-

need to use such Service Documentation or Confidential Information in accordance with the terms of this Agreement.

     (b) Confidentiality. Each party shall treat as confidential all          --------------- Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information.

     (c) Exceptions. Each party agrees not to disclose or otherwise make such          ---------- Confidential Information available to third parties without the other party's prior written consent except to the extent that the Confidential Information (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of such party, (ii) was known to such party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure, (iii) is disclosed with the prior written approval of the other party, (iv) was independently developed by such party without any use of Confidential Information, (v) became known to such party, without restriction, from a source other than the other party without breach of this Agreement by such party and otherwise not in violation of the other party's rights, (vi) is required to be disclosed under securities laws or (vii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that such party shall use                                     --------  ------- all reasonable efforts to provide prompt, written, and sufficient advance notice thereof to the other party to enable the other party to seek a protective order or otherwise prevent or restrict such disclosure. Each party agrees that to take appropriate action by instruction, agreement, or otherwise with its employees, agents and representatives to satisfy such party's obligations under this Agreement with respect to use, copying, modification, protection and security of Confidential Information.

     (d) Return of Confidential Information. Upon expiration or termination of          ---------------------------------- this Agreement, each party shall return all Confidential Information received from the other party.

     (e) Confidentiality of Agreement. Each party shall be entitled to disclose          ---------------------------- the existence of this Agreement, but agrees that the terms and conditions of this Agreement shall be treated as Confidential Information and shall not be disclosed to any third party; provided, however, that each party may disclose                               --------  ------- the terms and conditions of this Agreement; (i) as required by any court or other governmental body; (ii) as otherwise required by law, (iii) to legal counsel of the parties; (iv) in confidence, to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.

11.  Representations, Warranties and Covenants.      -----------------------------------------

     (a) Warranty. Company represents and warrants that during the term of this          -------- Agreement the Service shall confirm to its specifications and the Specifications in all material

                                      -13-

respects, provided that the Service is properly used in accordance with the terms of this Agreement and the Subscription Agreement, and shall not contain a higher number of, or more serious errors, than would be expected by a reasonable

Source: STAMPS.COM INC, 10-Q, 11/14/2000





commercial user of a service similar to the Service.

     (b) Outages. After Acceptance and during the term of this Agreement,          ------- Company will use its best efforts to make the Service available to the MBE Centers from 4 a.m. to 9 p.m. PST every day. Scheduled maintenance which may result in an interruption to the Service shall be performed outside of these hours. Each party shall provide the other party with reasonable and prompt notification of all known failures of the Service to be operational during these hours (Outages). The Company shall make qualified personnel available to MBE personnel by telephone, e-mail or pager (response within twenty (20) minutes) for the reporting of Outages at no additional charge. Company will then use its best efforts to resolve the Outage as soon as possible. Within six months of the Effective Date, the Company and MBE will jointly develop a disaster recovery plan outlining plans to respond to Outages.

     (c) No Conflicts. The Company is not currently subject and throughout the          ------------ term will not be subject to any obligations or disabilities that will or might prevent or interfere with fully keeping and performing all of the agreements, covenants and conditions to be kept or performed hereunder, and the Company has not made nor will make any agreement, commitment, grant or assignment, and will not do, or omit to do, any act or thing that could or might interfere or impair the complete enjoyment of the rights granted and the Services to be provided hereunder.

     (d) Originality. The Company represents and warrants that it currently has          ----------- and throughout the term will have full title to and ownership of (or licenses to) the Service and all Intellectual Property Rights embodied in or used in connection therewith, free and clear of liens, claims and encumbrances, and that it has full power and authority to grant the rights provided herein.

     (e) Year 2000. Company represents, warrants and covenants that the Service          --------- includes design, performance and functionality such that the Service will not generate any invalid and/or incorrect date-related results when used during any year prior to, during or after the calendar year 2000.

     (f) Remedies. The Company's sole and exclusive liability and MBE's sole and          -------- exclusive remedy for breach of the representations and warranties set forth in this Section 11 shall be, at the Company's election, to either (i) use its best efforts to make the Service perform in accordance with the Specifications in all material respects as soon as reasonably practicable, or (ii) return the Fees paid by MBE and MBE Centers for the Service in which case MBE would have the right to either terminate the entire Agreement or the portions of the Agreement affected by breach of the representation and warranties. In the event that the Company elects (i) of this sub-section in accordance with the terms and conditions set forth herein and is unable to make the Service perform in accordance with the Specifications in all material respects within twenty one (21) days after such election, MBE may then elect to continue to proceed under (i) or MBE may elect to proceed under (ii) of this sub-section.

                                      -14-

     (g) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, NEITHER          ---------- PARTY MAKES ANY PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SYSTEM OR THE MANIFEST, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

12.  Indemnity for Patent or Copyright Infringement.      ----------------------------------------------

     (a) Indemnity. The Company will defend, at its expense, any action brought          --------- against MBE and its directors, officers, employees, agents, affiliates, successors, assigns or franchisees (Indemnitees) based upon a claim that the Service used properly in accordance with the terms of this Agreement and the Subscription Agreement infringes a U.S. patent or copyright or misappropriates a trade secret under U.S. law (a Claim). The Company further agrees to pay all damages and costs (including reasonable attorneys' fee and expert witness fees) incurred by any Indemnitee in connection with such Claim. The Company shall have sole control of any such action or settlement negotiations. Without the consent of MBE, which shall not be unreasonably withheld, the Company shall not settle any such Claim in a manner that (i) imposes damages or costs on any Indemnitee not covered by the Company hereunder or (b) imposes any injunctive or other non-monetary relief on any Indemnitee. MBE shall notify the Company promptly in writing of each such Claim and gives the Company all authority, information and assistance, at the Company's expense, reasonably necessary to settle or defend such claim.

     (b) Remedy Options. If the Service becomes, or in the opinion of the

Source: STAMPS.COM INC, 10-Q, 11/14/2000





         -------------- Company may become, the subject of a claim of infringement of any U.S. patent or copyright, the Company shall notify MBE, and the Company may, at its option: (i) procure for MBE and MBE Centers the right to use the Service free of any liability or (ii) replace or modify the Service to make it non-infringing.

     (c) Sole and Exclusive Liability. THIS SECTION 12 SETS FORTH THE SOLE AND          ---------------------------- EXCLUSIVE LIABILITY OF THE COMPANY FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

     (d) Exclusions from Indemnification. The Company assumes no liability, and          ------------------------------- shall have no obligation to defend or pay any amounts to any Indemnitee hereunder for (i) any method or process in which the Service may be used by MBE or any MBE Center which is not set forth in the Specifications, (ii) any improper use of the Service by an Indemnitee or (iii) the combination, operation or use of the Service with non-Company software or data, if such infringement could have been avoided but for the combination, operation or use of the Service with such programs or data.

13.  Indemnification.      ---------------

     (a) Indemnification by the Company. The Company, at its own expense, will          ------------------------------ indemnify, defend and hold harmless MBE, and its employees, franchisees, representatives and

                                      -15-

agents, against any claim, suit, action, or other proceeding brought against MBE or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from.

         (i)   any misrepresentation or breach or representation or warranty of the Company contained herein; or

         (ii)  any breach of any covenant or agreement to be performed by the Company hereunder.

     The Company will pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by MBE in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

     (b) Indemnification by MBE. MBE, at its own expense, will indemnify, defend          ---------------------- and hold harmless the Company, and its employees, representatives and agents, against any claim, suit, action, or other proceeding brought against the Company or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from:

         (i)   any misrepresentation or breach of representation or warranty of MBE contained herein; or

         (ii)  any breach of any covenant or agreement to be performed by MBE hereunder.

     MBE will pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Company in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

     (c) Procedures. Each party's obligation to indemnify the other hereunder          ---------- shall be conditioned upon (i) the indemnified party providing the indemnifying party with prompt notice of any claim that could lead to a claim for indemnification, (ii) the indemnified party permitting the indemnifying party to assume and control the defense of such action, with counsel chosen by the indemnifying party (who shall be reasonably acceptable to the indemnified party) and (iii) the indemnified party not entering into any settlement or compromise of any such claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld or delayed.

                                      -16-

14.  Limitation of Liability. Notwithstanding anything to the contrary in      ----------------------- this Agreement, in no event shall either party's liability under any provision of this Agreement or otherwise arising out of or related to this Agreement (other than payments due or accrued under Section 8, exceed the amounts paid by MBE and the MBE Centers to the Company pursuant to this Agreement. The parties further agree that NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST A PARTY BY ANY OTHER PARTY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR

Source: STAMPS.COM INC, 10-Q, 11/14/2000





CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND UNDER ANY CAUSE OF ACTION, INCLUDING NEGLIGENCE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15.  Term and Termination.      --------------------

     (a) Term and Renewal Option. The initial term of this Agreement shall          ----------------------- commence on the Effective Date and end on the fifth anniversary of the Effective Date. MBE shall have the right to elect by written notice to the Company at any time between two (2) and six (6) months prior to the end of such initial term or any subsequent Renewal Period (as defined below), to notify the Company that MBE elects to seek to extend such term for additional two (2)-year periods (each a Renewal Period) In the event of such election, MBE and the Company shall have  -------------- a period of sixty (60) days in which to negotiate commercially reasonable Basic Fees, Bounty Fees and eBay Fees (and other applicable fees) (Fee Schedule)                                                               ------------ under which the Company would be willing to renew this Agreement for such Renewal Period. If the parties are unable to reach agreement during such sixty (60) day period, either party may request that the Fee Schedule be submitted to arbitration pursuant to Section 18(m)  [Arbitration]. If MBE notifies the Company of its intent to so renew prior to the end of such initial term or such Renewal Period, the term of this Agreement shall automatically be extended for the Renewal Period and, other than the Fee Schedule, all of the terms and conditions of this Agreement shall remain in full force and effect.

     (b) Termination.          -----------

         (i)   Either party may, at its option, terminate this Agreement upon notice to the other party if (A) the other party materially fails to comply with any of the material terms and conditions of this Agreement and (B) if such default has not been cured within thirty (30) days (forty five (45) days if required by the nature of the breach) after written notice to the other party or, if such breach is not curable within thirty (30) days (forty five (45) days if required by the nature of the breach), reasonable efforts and progress are not being made to cure such breach.

         (ii)  This Agreement shall terminate, without notice, (A) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such party's debts, (B) upon either party's making an assignment for the benefit of creditors, or (C) upon either party's dissolution or ceasing to do business.

                                      -17-

     (c) Termination Period.          ------------------

         (i)   If this Agreement is terminated or expires in accordance with this Section 15 (other than termination by the Company in the event of an uncured material breach by MBE), then MBE shall have a period of up to twenty-four (24) months from and after the date of such termination, to make arrangements with respect to the conversion of the Service to a non-Company manifest system (the Termination Period). The date when the Service shall have                       ------------------ been converted to a non-Company manifest system shall hereinafter be referred to as the Termination Completion Date and shall be the effective date of          -------------------------- termination of this Agreement, in such event. During the Termination Period each party will continue to perform its obligations hereunder, and MBE and MBE Centers will continue to pay any applicable fees and payments hereunder to the Company. MBE shall keep the Company informed as reasonably necessary with respect to such conversion. MBE also shall give the Company written notice of the estimated Termination Completion Date promptly after a reasonably definitive projected Termination Completion Date is known by MBE, and shall give written notice to the Company promptly after any change in such estimated Termination Completion Date.

         (ii)  During the Termination Period, the Company will give reasonable cooperation and support to MBE to assure an orderly and efficient transition and, without limiting the generality of the foregoing, at MBE's expense, the Company shall be obligated to provide MBE with data reasonably necessary for MBE to convert or implement the non-Company systems, procedures and practices.

     (d) Effect of Termination.          ----------------------

         (i)   Sections 1, 7, 10, 13, 14, 15, 16 and 18, as well as any payments accrued prior to termination of this Agreement, shall survive any termination or expiration of this Agreement.

         (ii)  Within thirty (30) days after the Termination Completion Date,

Source: STAMPS.COM INC, 10-Q, 11/14/2000





each party shall, at its own expense, destroy or return to the Company and make no further use of, any property, materials or other items of the other party and shall certify, in writing that it has done so

         (iii) Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under this Agreement nor relieve either party of any of their obligations incurred prior to termination of this Agreement.

         (iv)  During the Termination Period and thereafter, and notwithstanding any other provision of this Agreement, MBE will be free to use its own personnel, and/or engage or contract with any third party to use the Specifications to design, develop and market an Internet-based manifest system similar to the Manifest (including products that contain functionality similar to the Service and which have a look and feel similar or identical to the Manifest), in each case solely for the benefit of MBE and the MBE Centers and international franchisees or licensees of MBE. MBE shall not use the object code or source code of the Manifest in the course of such development. Subject to MBE's compliance with the provisions of this subsection (iv), the Company shall not

                                      -18-

assert any claim against MBE under the Company's Intellectual Property Rights in the Specifications or the Manifest in connection with such development, other than for use of the Company's trademarks, trade names, service marks and service names. Neither party shall have the right to retain or use the specific software implementation of the Manifest developed by the parties hereunder; provided, however, that the Company may retain one (1) copy of the software implementation of the Manifest solely for archival and evidentiary purposes.

16.  Publicity. Upon execution of this Agreement, the parties will jointly      --------- prepare a mutually acceptable description of their business relationship as contemplated by this Agreement which may be used by either party in press releases and other marketing materials from time to time during the term of this Agreement. Additional press releases or publicity materials shall be approved by each party in writing prior to release.

17.  Warrant. On the Effective Date, the Company shall issue the Warrant to      ------- MBE, upon the terms and subject to the conditions set forth therein.

18.  Miscellaneous.      -------------

     (a) Amendments and Waivers. Any term of this Agreement may be amended or          ---------------------- waived only with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 18(a)  [Amendments and Waivers] shall be binding upon the parties and their respective successors and assigns.

     (b) Assignment. Each party shall have the right to assign its rights,          ---------- obligations and privileges hereunder to an assignee in connection with any merger, acquisition or sale of all or substantially all of the business to which this Agreement relates. Each MBE Center shall have the right to assign its rights and obligations and privileges under a Subscription Agreement in connection with any merger, acquisition or sale of all or substantially all of such MBE Center's assets. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

     (c) Entire Agreement. This Agreement is the product of both of the parties          ---------------- hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

     (d) Independent Contractor. Neither party shall, for any purpose, be deemed          ---------------------- to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

                                      -19-

Source: STAMPS.COM INC, 10-Q, 11/14/2000





     (e) Force Majeure. In the event that either party is prevented from          ------------- performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. If a force majeure event causes the Company to allocate limited resources among all of its customers, [***]*.                                                                        --- The Company shall resume operation of the Service as soon as reasonably practicable upon conclusion of any force majeure event. Notwithstanding the foregoing, if such party is not able to perform within sixty (60) days after the event giving rise to the excuse of force majeure, the other party may terminate the Agreement.

     (f) Governing Law. This Agreement and all acts and transactions pursuant          ------------- hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

     (g) Severability. If one or more provisions of this Agreement are held to          ------------ be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

     (h) Waiver. The waiver of any particular breach or default or any delay in          ------ exercising any rights shall not constitute a waiver of any subsequent breach or default.

     (i) Notices. Any notice required or permitted by this Agreement shall be in          ------- writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth below, or as subsequently modified by written notice.

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -20-

     If to the Company:                       iShip.com, Inc.                                               2515 - 140th Ave. NE                                               Suite E-110                                               Attn: President                                               Bellevue, WA 98005                                               Facsimile Number: 425/602-5025

     With a Copy To:                          Craig E. Sherman                                               Venture Law Group                                               4750 Carillon Point                                               Kirkland, WA 98033                                               Facsimile Number: 425/739-8750

     If to MBE:                               Mail Boxes Etc. USA, Inc.                                               6060 Cornerstone Court West                                               San Diego, CA 92121                                               Attn: Thomas K. Herskowitz                                               Facsimile Number: 619/546-7499

     (j) Headings. The headings of the several sections of this Agreement are          -------- intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

     (k) Counterparts. This Agreement may be executed in counterparts, each of          ------------ which shall be deemed an original and all of which together shall constitute one instrument.

     (l) Advice of Legal Counsel. Each party acknowledges and represents that,

Source: STAMPS.COM INC, 10-Q, 11/14/2000





         ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

     (m) Arbitration.          -----------

               (i)   Every claim or dispute arising out of or relating to the          negotiation, performance or non-performance of this Agreement shall be          determined by arbitration in accordance with the Commercial Arbitration          Rules of the American Arbitration Association (AAA), or as otherwise          agreed by the parties. The place of arbitration shall be San Diego,          California.

               (ii)  In the event of any such claim or dispute, the parties          shall first attempt to resolve the matter through good faith, informal          negotiations, including non-binding mediation. In the event that the          parties are unable to resolve the dispute, either party hereto may          demand arbitration by written notice to the other party and to the AAA          in San Diego. The parties shall mutually agree on one arbitrator. If          the parties cannot so agree, the single arbitrator shall be selected by          the AAA. The costs of arbitration are to be shared equally by the          parties. Each party shall be responsible for its own costs and          attorneys' fees.

                                      -21-

               (iii) The arbitrator shall not have any power to alter, modify          or change any of the terms of this Agreement or to grant any remedy          which is either inconsistent with or prohibited by the terms of this          Agreement, or not available in a court of law. The arbitrator shall not          have the authority to commit errors of law or errors of legal          reasoning. In addition, the arbitrator shall have no power or authority          to award punitive, consequential or incidental damages.

               (iv)  The arbitrator shall, within thirty (30) days after the          matter has finally been submitted to him or her, render a written          decision making specific findings of fact and setting forth the reasons          for the decision which shall be consistent with the terms of this          Agreement. The parties intend that this agreement to arbitrate be          valid, binding, enforceable, and irrevocable. The terms of this Section          shall survive the termination or expiration of this Agreement.          Judgement on any award of the arbitrator shall be binding and may be          entered in any court having jurisdiction thereof.

                            [Signature page follows]

                                      -22-

         The parties have executed this Agreement as of the date first set forth above.

                                               COMPANY:                                         LICENSEE:

ISHIP.COM, INC.                                  MAILBOXES ETC. USA, INC.

/s/ Stephen M. Teglovic                          /s/ Charles Lynn Lowder ---------------------------------------          ---------------------------------------- (Signature)                                      (Signature)

Stephen M. Teglovic                              Charles Lynn Lowder ---------------------------------------          ---------------------------------------- (Print Name)                                     (Print Name)

CEO/Pres                                         Executive Vice President/General Counsel ---------------------------------------          ---------------------------------------- (Title)                                          (Title)

                   SIGNATURE PAGE TO MANIFEST SYSTEM LICENSE                            AND CO-BRANDING AGREEMENT

                                    EXHIBIT A

                                 FORM OF WARRANT

                                    EXHIBIT B

Source: STAMPS.COM INC, 10-Q, 11/14/2000





AUTHORIZED EQUIPMENT: ---------------------

     A PC reasonably adequate to access and use the Service for manifesting and shipping packages, with the following minimum specifications:

     .    a reasonably adequate scale and a label printer      .    An internet/network connection of at least 256k bits/sec      .    Processor: P5-233      .    Ports: 2 Com ports, 1 Parallel port      .    RM: 64 Megs      .    HDD: 1.2 GB      .    Video. 4 MB      .    OS: Win 98/OSR2      .    Browser: IE 5 SP1

                                    EXHIBIT C                                POTENTIAL CUSTOMERS

=======================================================================================================================                             TYPE                             DEFINITION ----------------------------------------------------------------------------------------------------------------------                                                                                        I                               A customer  physically present in the retail store-front                                                              or  remote  off-site  locations  of  MBE  Centers  for a                      In-Center Customer                      transaction in  which they do not  utilize an LMS or                                                              MBEX (as such terms are defined below). ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  utilizing  a  self-service  lobby  manifest                             II                               system  in  a  MBE  Center  (LMS)  or  a  self-service                                                                                            ---                Remote Self-Service Customer                  MBE-branded   remote  manifest  system  (MBEX)  for  a                                                                                                        ----                                                              transaction. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                          III A                               package* through a MBE Center that is manifested                   MBE Internet Customer                      through the MBE Sites. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                          III B                               package through a MBE Center, which package is               Company Internet Customer                      manifested through the Company site. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                                                              package   through  a  MBE  Center,   which   package  is                          III C (1)                           manifested  through  the  Internet  web  site of a third                  Third Party/MBE Customer                    party that is con-branded or otherwise  affiliated  with                                                              MBE. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                                                              package   through  a  MBE  Center,   which   package  is                          III C (2)                           manifested  through  the  Internet  web  site of a third                Third Party/Company Customer                  party that is  co-branded or otherwise  affiliated  with                                                              the Company or the Service. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                                                              package   through  a  MBE  Center,   which   package  is                          III C (3)                           manifested  through an  Internet  web site  operated  by                        eBay Customer                         eBay  Incorporated  or in connection  with an auction or                                                              sale conducted on such web site. ----------------------------------------------------------------------------------------------------------------------                             IV                               A  customer  that   utilizes  the  Service   and/or  the                      Company Customer                        Company's   products   and   services   other   than  in                                                              connection with a MBE Center. ----------------------------------------------------------------------------------------------------------------------

---------- *  PLD-compliant and ramp-ready shall mean compliance with the electronic    data requirements of each carrier supported by the Service.

                                    EXHIBIT D

                              SYSTEM SPECIFICATIONS

     The Service will enable MBE and MBE Centers to process packages for domestic shipment, weigh these packages, and create shipping labels. The Service will export data to a given MBE Center's Point-of-Sale (POS) station, and will support ARS/BIN packages, consignee billing, freight insurance, MBE proprietary or designated transit declared value, and customer address book access. All carrier rating information will be maintained by the Company from its central database management system (DBMS). MBE Centers will be allowed to create or

Source: STAMPS.COM INC, 10-Q, 11/14/2000





modify their own mark-ups for shipping, and, at its expense, the Company will update and/or adjust its pricing information for each MBE Center for each carrier to reflect such modifications. This Exhibit D may be modified from time to time by mutual agreement of the parties.

     The maximum amount of information downloaded from the Company's server to the counter manifest station will be 15 kilobytes or less per package processed.

     The following carriers and services will be supported:

UPS ---

Domestic: --------          Ground          Three Day Select          Second Day Air          Second Day Air AM,          Next Day Air Saver          Next Day Air          Next Day Air Early AM

International: -------------          Canada Standard          Worldwide Expedited            (including Canada/Mexico as set forth in the Specifications)          Worldwide Express            (including Canada/Mexico as set forth in the Specifications)

FedEx -----

Domestic: --------          Express Saver          2 Day          Standard Overnight          Priority Overnight          First Overnight

International: -------------          International Economy          International Priority

USPS ----

Domestic: --------          Parcel Post          Priority Mail          Express Mail          First Class

International: -------------          Parcel Post Air          Parcel Post Surface          Small Parcel Air          Small Parcel Surface          Express Mail          Global Priority Mail

--------------------------------------------------------------------------------

     The Service will include the following features, the more detailed functionality of which will be agreed to from time to time by the parties as the Service is developed:

1.       Table of Contents 2.       Table of Illustrations 3.       Introduction 3.1.     Purpose 3.2.     Scope 3.3.     Introduction 4.       Implementation 4.1      Organization 4.1.1.   Opening the Counter Manifest System 4.1.2.   Main Screen Organization 4.1.3.   Menu Structure 4.2.     General Functionality 4.2.1.   Keyboard & Mouse Behavior 4.2.2.   Sortable List Boxes

Source: STAMPS.COM INC, 10-Q, 11/14/2000





4.2.3.   Find Package/Transaction Dialogs 4.2.4.   Find Manifest Dialogs 4.2.5.   Find Dialog Search Behavior 4.3.     Process Menu 4.3.1.   Process Package 4.3.2.   Find Package 4.3.3.   Find Customer 4.3.4.   Customer Address Dialog 4.3.5.   Recipient Address Dialog

4.3.6.   Address Book Dialog 4.3.7.   City/State/Postal Verification Dialog 4.3.8.   Region Locator Dialog 4.3.9.   Transaction Complete Dialog 4.3.10.  Point of Sale (POS) Export Records 4.3.11.  Enter ARS/BIN Package 4.3.12.  Process Consignee Billed 4.3.13.  Freight Insurance 4.3.14.  Reprint Last label 4.3.15.  Reprint label 4.3.16.  Edit Transaction 4.3.17.  Void Transaction 4.3.18.  Recall Voided Transaction 4.4.     Estimate 4.4.1.   Price a Package 4.4.2.   Create Estimate 4.4.3.   Edit Estimate 4.4.4.   Delete Estimate 4.5.     Manifest 4.5.1.   Perform End of Day 4.5.2.   Track a Package 4.5.3.   View Manifests 4.5.4.   View Transaction 4.5.5.   Reprint Manifest 4.6.     Reports 4.6.1.   Manifest Reports 4.6.2.   Rate Reports 4.6.3.   Management Reports 4.7.     Administration 4.7.1.   Preferences 4.7.2.   Center Information 4.7.3.   Taxable Items 4.7.4.   Scales and Printers 4.7.5.   Modify Rates Dialog 4.7.6.   Modify Rates for Zone Based Services 4.7.7.   Modify Rates for Weight Based/Single Zone Services 4.7.8.   Modify FedEx Service Option Rates Dialog 4.7.9.   Modify UPS Service Option Rates Dialog 4.7.10.  Modify USPS Service Option Rates Dialog 4.7.11.  Copy Rates 4.7.12.  Alternate Insurance Rates 4.8.     About 4.8.1.   Rate Effective Dates 4.8.2.   Version 5.       Services and Services Options 5.1.     Services

5.1.1.   UPS 5.1.2.   FedEx 5.1.3.   USPS 5.2      Service Options 5.2.1.   Declared Value 5.2.2.   Delivery Notification 5.2.3.   Proof of Delivery 5.2.4.   COD 5.2.5.   Call Tag 5.2.6.   Earliest Delivery Time 5.2.7.   Deliver Without Signature 5.2.8.   Certified Mail

Source: STAMPS.COM INC, 10-Q, 11/14/2000 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Ex Output:
Notwithstanding anything to the contrary in      ----------------------- this Agreement, in no event shall either party's liability under any provision of this Agreement or otherwise arising out of or related to this Agreement (other than payments due or accrued under Section 8, exceed the amounts paid by MBE and the MBE Centers to the Company pursuant to this Agreement.


Ex Input:
Exhibit 10.1

Information identified with [***] has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

SUPPLY AGREEMENT

This Supply Agreement (the Agreement) is entered into as of February 28, 2019 by and between Florida Chemical Company, LLC, a Delaware limited liability company (FCC) and Flotek Chemistry, LLC, an Oklahoma limited liability company (Flotek).

WHEREAS, the parties desire to set forth the terms pursuant to which FCC will supply certain products to Flotek; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the parties do hereby agree as follows:

1. Definitions. For purposes hereof:

Affiliate means any party controlled by, controlling under common control with, the party to whom the reference is made.

Margin means $[***] per pound of Terpene Product.

Maximum Quantity means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.

Minimum Quantity means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.

Product Price means with respect to a pound of Terpene Product the Terpene Cost of that Terpene Product, plus the Margin.

Terpene Cost means the cost per pound to FCC of the raw materials incorporated by FCC into Terpene Product, computed based on the methodology used by FCC to account for its inventory (e.g. LIFO, FIFO) (provided that such method is in accordance with Generally Accepted Accounting Principles, consistently applied), plus a deemed allocation of other manufacturing costs of FCC of $[***] per pound.

Terpene Product means terpene from citrus with a minimum d-limonene content of 94%, with the specifications set forth in Exhibit A to this Agreement.

Year means a calendar year.

2. Purchase and Sale. Flotek will from time to time during the Term purchase from FCC, and FCC will sell to Flotek, Terpene Product.

3. Term. The Term shall begin on the date hereof and shall expire December 31, 2023, subject to early termination pursuant to the terms of Section 19. Flotek, may, by written notice given to FCC on or before September 30, 2023, elect for the Term to be extended to December 31, 2024.

4. Price. The price per pound payable by Flotek to FCC for Terpene Product shall be the Product Price of that Terpene Product.

5. Forecasts; Terpene Cost Information.

(a) Flotek shall provide non-binding forecasts of orders of Terpene Product for each calendar quarter during the Term at least ten (10) days prior to the commencement of such quarter.

(b) Within fifteen (15) days of the end of each calendar quarter FCC shall provide to Flotek a written report providing reasonable detail regarding the cost of citrus terpene inventory.

6. Orders; Delivery.

1





(a) Flotek shall order Terpene Product by sending to FCC written purchase orders in the form attached hereto as Exhibit A. FCC shall promptly, but in no event later than three (3) days after the date of such purchase order, confirm its acceptance or rejection of such purchase order by written notice to Flotek. FCC shall be obligated to accept all such purchase orders unless the amount ordered for a Year exceeds the Maximum Quantity, or orders for a particular quarter exceed [***] pounds or exceed the Flotek forecast for that quarter by more than 25%, provided, however, that, in such event, FCC shall communicate Flotek of the time period that will be required to satisfy such order assuming FCC endeavors to satisfy such order as soon as practicable, and Flotek shall inform FCC within ten (10) days of such communication whether it will order such Terpene Product pursuant to the revised delivery terms.

(b) Shipments of Terpene Product to Flotek must be made by FCC from FCC's facility within three (3) days of the date of the applicable purchase order. Delivery terms shall be FOB Winter Haven, Florida. Transportation shall be arranged by Flotek. All sales of Terpene Product subject to this Agreement shall be pursuant to the terms and conditions attached hereto as Exhibit B.

(c) FCC shall invoice Flotek for Terpene Product at the time of shipment. Payment of FCC invoices shall be due within sixty (60) days of the respective invoice date.

(d) In the event that Flotek does not order the Minimum Quantity in a given Year, FCC may ship to Flotek the remaining quantity of Terpene Product prior to the end of such Year, and invoice Flotek as described in Section 6(c).

7. Adjustments. Representatives of Flotek and FCC shall consult with each other from time to time during the Term to discuss and resolve any issues arising from the performance of this Agreement. The parties may, by written agreement, revise the Maximum Quantity, the Margin, the Target Margin, or the Product Price. Flotek and FCC may agree in writing from time to time that quantities of Terpene Product over the Maximum Quantity shall be purchased by Flotek pursuant to this Agreement.

8. Inspection and Audit. Flotek shall have the right at any time to (i) inspect the facility of FCC in Winter Haven, Florida (the Facility) and any other facility of FCC involved in the production of the Terpene Product, and (ii) audit the books and records of FCC. Any such inspection or audit shall be upon reasonable notice and shall not unreasonably interfere with the operations of FCC.

9. Capacity. FCC will throughout the Term maintain adequate manufacturing capacity and staffing to manufacture the Terpene Product pursuant to the terms hereof at the Facility.

10. Force Majeure. Fire, flood, strikes, lock-out, epidemic, or other acts of God beyond the reasonable control of the parties, which prevent FCC from delivering or Flotek from receiving and/or using the Terpene Product, shall operate to reduce or suspend deliveries during the period required to remove such cause. Any deliveries suspended under this paragraph shall be canceled without liability, and the Target Margin shall be correspondingly reduced. An event of Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in the market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

11. Intellectual Property. By acceptance of this Agreement and in consideration thereof, FCC warrants and agrees that, subject to other provisions of this clause, it will defend any suit that may arise against Flotek or any Affiliate thereof for alleged infringement of any patents, copyrights or similar intellectual property rights relating to the Terpene Product and that the FCC will indemnify and save harmless Flotek and any Affiliate thereof, against any loss, damages, costs and expenses including reasonable attorneys' fees, which may be incurred by Flotek or Affiliate by reason of the assertion of any such rights by other persons. Nothing in this Agreement shall obligate FCC to indemnify or save harmless Flotek or its Affiliates against third party claim alleging a violation of any patents, copyrights or similar intellectual property rights owned by Flotek or its Affiliates.

12. Confidentiality. All proprietary, technical, experimental, manufacturing, marketing and/or other information disclosed by a party hereto to the other party hereto pursuant to this Agreement are considered by the disclosing party as being highly confidential in nature. The recipient party agrees to take all reasonable precaution to prevent disclosure of such information to third parties. The recipient party shall hold in confidence any technical or business information the recipient party may learn, observe or otherwise obtain concerning the other party hereto, or of its Affiliates, incident to the recipient party's performance under the terms of this Agreement. These restrictions upon disclosure shall cease to apply as to any specific portion of said information which is or becomes available to the public generally, not due to the fault of the recipient party.

13. Fulfilling Production Requirement. Should FCC fail (due to causes within FCC's control) to meet Flotek's Terpene Product orders made in accordance with this Agreement, FCC shall be required (without limiting any other remedy of Flotek) to take all reasonable steps, including but not limited to working extra hours, shifts, or days to without otherwise limiting the remedies of Flotek, to fulfill FCC's obligations hereunder. All costs for such effort will be at FCC's expense. Further, FCC may use alternate shipping methods to expedite delivery to Flotek to meet schedules to which both parties agree. Additional

2





shipping costs resulting from expedited deliveries or use of alternate carriers due to causes within the FCC's control will be at FCC's expense.

14. Rework and Product Liability Indemnification. In the event of any defect in the Terpene Product delivered to Flotek hereunder, FCC will (without limiting any other remedy of Flotek), upon Flotek's request, replace any defective Terpene Product at the expense of FCC. In addition, FCC shall be responsible for claims by third parties against Flotek for loss or damage based on personal injury or destruction of property due solely to defects in Terpene Product. FCC shall be responsible for the defense, settlement or other final disposition of such claims and agrees to hold Flotek harmless from any expenses or liability arising out of such claims. Flotek may, at its option and expense, retain counsel to participate in the investigation and handling of such claims, although FCC shall have control of all such claims, and the Flotek shall not settle or otherwise dispose of any such claims without the written consent of the FCC.

15. Personal Injury and Property Damage Liability Indemnification. FCC assumes sole responsibility for taking all necessary health and safety precautions, including compliance with all applicable local, state, provincial and federal regulations, in producing Terpene Product under this Agreement. These precautions shall include, but not be limited to, such things as proper control of ventilation, the wearing of adequate protective clothing, and installation and proper utilization of appropriate environmental control equipment. FCC will supply Flotek with its Materials Safety Data Sheets with respect to the Terpene Product. FCC will defend, indemnify and hold harmless Flotek, its Affiliates, and their respective officers and employees from all claims, actions, losses, damages and expenses resulting from any injury to persons, damage to property or action by any regulatory agency, arising out of or in any way associated with the operation of the Facility or any other facility of FCC, including, without limitation, injuries to FCC's employees involved in these operations REGARDLESS OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES. FCC agrees to provide $5,000,000 of commercial liability insurance in support of this indemnity which names Flotek as additional insured, with waiver of subrogation.

16. Environmental Indemnity. Each party hereto agrees to comply with all applicable federal, state provincial and or local environmental law, ordinances, codes, rules, regulations and permits and to handle all raw materials, off specification product, excess or scrap materials, waste, and finished products in an environmentally safe manner so as to prevent any contamination of the structure, soil or ground water in, on, or adjacent to its premises. Each party hereto agrees to indemnify the other party hereto, its Affiliates, subsidiaries, successors, assigns and their respective directors, officers, shareholders and employees and defend and save and hold each of them harmless from all liabilities, losses, claims, demands, assessments, fines, costs or expenses (including, without limitation, reasonable attorneys' and consultants' fees and expenses) of every kind, nature or description arising under common law or any applicable environmental law resulting from, arising out of or relating to any conditions or activities at or involving the premises of the indemnifying party REGARDLESS OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES.

17. Other Sales and Purchases. FCC will be permitted during the Term to sell terpene to other parties who will utilize or resale such terpene for oilfield solvent applications. Notwithstanding any of the terms of this Agreement, Flotek shall not be restricted from purchasing any terpene-based product, including but not limited to, Terpene Product, from sources other than FCC.

18. Termination.

(a) Either Flotek or FCC may terminate the Term immediately, upon a written notice to the other such party, when one of the following events occurs:

(i) When the other Party materially violates one or more clause set forth herein or violates one or more purchase order relating to this Agreement and does not remedy such violation within 30 days from receiving the written notice from the other party of such fact (Cure Period). For the avoidance of doubt, the Parties understand that the postponing of the delivery of the Terpene Product pursuant to Section 11 of this Agreement, shall not be a cause for termination of the Term.

(ii) When one of the Parties is the subject of a request for voluntary and involuntary bankruptcy, recuperation or renewal, based on bankruptcy laws, or incurs in any equivalent situation.

The rights and obligations of the parties hereto pursuant to Sections 12, 13, 15, 16, 18, and 19 shall survive the Term.

19. Warranties. FCC warrants to Flotek that:

(a) all of the Terpene Product supplied by FCC to Flotek shall:

(i) conform to the specifications set forth in Section 1;

3





(ii) comply with all relevant laws and regulations including, without limitation, laws and regulations of each of the jurisdictions in which the Terpene Product are either manufactured or to be sold or used concerning purity, sanitation, safety, security, and packaging and labeling of food and beverage;

(iii) be in good condition at the time of delivery in all respects; and

(iv) be free from any defect in design, workmanship, materials and packaging; and

(b) it shall convey to Flotek good title to the Terpene Product free of any encumbrance, lien or security interest;

20. Independent Contractor. FCC is an independent contractor and it is the express understanding of the parties hereto that nothing herein contained shall create any relationship of master and servant, partner, principal and agent between the parties hereto, or their respective employees, servants or agents.

21. Remedies. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding in addition to any other relief to which it or he may be entitled at law or equity.

22. Notices. All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given when delivered personally during business days to the appropriate location described below or three (3) business days after the posting thereof by United States first class, registered or certified mail, return receipt requested, with postage fee prepaid and addressed or if sent by email to the email address indicated below, four hours after transmitted:

If to FCC: Florida Chemical Company, LLC c/o Archer Daniels Midland Company 1261 Pacific Avenue Erlanger, KY 41018 Attn: President, ADM Nutrition; Chief Financial Officer, WFSI; Chief Counsel, ADM Nutrition Email: Vince.Macciocchi@adm.com, Jeff.W.Miller@adm.com and Louis.Proietti@adm.com

If to Flotek: Flotek Chemistry, LLC: Attn: President 10603 W. Sam Houston Parkway N., Suite 300 Houston, Texas 77064 Tel: 713-849-9911 Fax: 281-605-5554 Email: jchisholm@flotekind.com

23. Successors. FCC may not assign or delegate its rights or obligations pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon each of the parties upon their execution, and inure to the benefit of the parties hereto and their successors and assigns. Any assignee whatsoever will be bound by the obligations of the assigning party under this Agreement, and any assignment shall not diminish the liability or obligation of the assignor under the terms of this Agreement unless otherwise agreed.

24. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or any such other instrument.

25. Paragraph Headings. The paragraph headings used herein are descriptive only and shall have no legal force or effect whatsoever.

26. Gender. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural and conversely.

27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

4





28. No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against any party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties and their counsel (or the party has elected not to consult with counsel of its own choosing) and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties.

29. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

30. Waiver. Any waiver by either party to be enforceable must be in writing and no waiver by either party shall constitute a continuing waiver.

31. Cross References. References in this Agreement to Articles, Sections, Exhibits, or Schedules shall be deemed to be references to Articles, Sections, Exhibits, and Schedules of this Agreement unless the context specifically and expressly requires otherwise.

32. Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.

[Signature page follows]

5





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above.

FLORIDA CHEMICAL COMPANY, LLC:

By: /s/ Elizabeth T. Wilkinson Name: Elizabeth T. Wilkinson Title: Chief Financial Officer

FLOTEK CHEMISTRY, LLC:

By: /s/ Elizabeth T. Wilkinson Name: Elizabeth T. Wilkinson Title: Chief Financial Officer

SIGNATURE PAGE TO SUPPLY AGREEMENT

6 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Ex Output:
FCC agrees to provide $5,000,000 of commercial liability insurance in support of this indemnity which names Flotek as additional insured, with waiver of subrogation


Ex Input:
Exhibit 10.22

TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (the Agreement) dated as of [•], 2020, between Reynolds Group Holdings Inc., a Delaware corporation (RGHI), and Reynolds Consumer Products Inc., a Delaware corporation, (the Company or RCP). Each Party or any of its Affiliates providing services hereunder shall be a Provider, and each Party or any of its Affiliates receiving services hereunder shall be a Recipient.

PRELIMINARY STATEMENT

A. Prior to the Commencement Date, RGHI and the Company were wholly owned subsidiaries of Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (RGHL). Effective February 4, 2020 (the Commencement Date), RCP is undertaking an initial public offering of shares of common stock and thereafter the Company will no longer be a subsidiary of RGHL.

B. In order to facilitate the separation of the Company and its Affiliates from RGHI and its Affiliates, (i) RGHI will provide, or cause its Affiliates to provide, certain services to the Company and its Affiliates, and (ii) the Company will provide, or cause its Affiliates to provide, certain services to RGHI and its Affiliates, all on the terms and conditions set forth herein.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. The following terms shall have the respective meanings set forth below throughout this Agreement:

Affiliate means, with respect to any person, any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled and controlling have meanings correlative thereto. For the avoidance of doubt, for the purposes of this Agreement and all exhibits thereto, the term Affiliate shall not apply to the relationship between RGHI or RGHL or either of their respective Affiliates on the one hand and RCP and its direct and indirect subsidiaries on the other hand.

Applicable Rate means the average of the daily prime rate (expressed rate per annum) published in The Wall Street Journal for each of the days in the applicable period, plus two percent (2%).

Business means the manufacture and sale of consumer products including cooking products, waste & storage products, and tableware by the Company and activities ancillary thereto.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Business Day means any day that is not (a) a Saturday, (b) a Sunday, or (c) any other day on which commercial banks are authorized or required by law to be closed in the City of New York.

Change has the meaning set forth in Section 3.1(c).

Commencement Date has the meaning set forth in the preamble.

Confidential Information means any information of a Party, its Affiliates, members, licensors, consultants, service providers, advisors or agents that is confidential or proprietary, however recorded or preserved, whether written or oral. Confidential Information includes trade secrets, pricing data, employee information, customer information, cost information, supplier information, financial and tax matters, third-party contract terms, inventions, know-how, processes, methods, models, technical information, schedules, code, ideas, concepts, data, software and business plans (regardless of whether such information is identified as confidential).

Dispute Negotiations has the meaning set forth in Section 3.3(b).

Fees has the meaning set forth in Section 5.1.

Force Majeure Event has the meaning set forth in Section 10.1.

Governmental Authority means governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including any arbitral tribunal.

Indemnified Parties has the meaning set forth in Section 9.1.

Indemnifying Party has the meaning set forth in Section 9.1.

Law means a law, statute, order, ordinance, rule, regulation, judgment, injunction, order, or decree.

Litigation means any action, cease and desist letter, demand, suit, arbitration proceeding, administrative or regulatory proceeding, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.

Losses means any and all damages, liabilities, losses, obligations, claims of any kind, interest and expenses (including reasonable fees and expenses of attorneys).

Migration Plan has the meaning set forth in Section 2.1(c).

Migration Services has the meaning set forth in Section 2.1(c).

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Multi-party Contract means a contract with a customer or supplier pursuant to which both RCP and RGHI or any of its Affiliates provides a benefit to or receives a benefit from a third party.

Party means RGHI or Company, as applicable (collectively, the Parties).

Personnel means, with respect to any Party, (i) the employees, officers and directors of such Party or its Affiliates or (ii) agents, accountants, attorneys, independent contractors and other third parties engaged by such Party or its Affiliates.

Provider has the meaning set forth in the preamble.

RCP Names means the registered and unregistered trademarks and corporate names used by RCP, RGHI and its respective Affiliates immediately prior to the Commencement Date which include the word Reynolds and any derivatives thereof.

Recipient has the meaning set forth in the preamble

Reverse Transition Services has the meaning set forth in Section 2.1(b).

RGHI Letters of Credit means all letters of credit, performance bonds or other surety agreements that RGHL or RGHI or its Affiliates have in place with respect to the Company.

RGHI Guarantees means all guarantees extended by RGHI or RGHL or its Affiliates on behalf of the Company.

Sale and Services Taxes has the meaning set forth in Section 5.5.

Security Incident has the meaning set forth in Section 4.1.

Security Regulations means a Party's and its Affiliates' system security policies, procedures and requirements, as amended from time to time.

Service Coordinator has the meaning set forth in Section 3.3(a).

Service Standard has the meaning set forth in Section 3.1(a).

Services means the Transition Services and the Reverse Transition Services, unless the context requires otherwise.

Systems has the meaning set forth in Section 3.5.

Tax means any federal, state, local or foreign income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental (including taxes under section 59A of the Code), real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers' compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon and additions thereto).

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Terminating Party has the meaning set forth in Section 6.3.

Term has the meaning set forth in Section 6.1.

Termination Date has the meaning set forth in Section 6.1.

Transition Services has the meaning set forth in Section 2.1(a).

TSA Records has the meaning set forth in Section 7.1(a).

ARTICLE II SERVICES AND INTERNAL CONTROLS

Section 2.1 Services.

(a) During the applicable Term of any Service, and in accordance with the terms and conditions of this Agreement, RGHI shall provide, or shall cause its Affiliates or, subject to Section 2.2, third parties to provide, to the Company or one or more of its Affiliates (in connection with the conduct of the Business) the services described on Exhibit A hereto (the Transition Services). Notwithstanding the content of Exhibit A, RGHI agrees to consider in good faith any reasonable request by the Company for access to any additional service that is necessary for the operation of the Business, at fees to be agreed upon after good faith negotiation between the parties. RGHI will not be in in breach of this Agreement if RGHI declines to provide a requested additional service for any good faith reason, including the failure of the Parties to agree to the scope, term, and fee for the additional service. Any such additional services so provided by RGHI shall constitute Services hereunder and be subject in all respects to the provisions of this Agreement as if fully set forth on Exhibit A as of the date hereof.

(b) During the applicable Term of any Service, and in accordance with the terms and conditions of this Agreement, Company shall provide, or shall cause its Affiliates or, subject to Section 2.2, third parties to provide, to RGHI or one or more of its Affiliates, the services described on Exhibit B hereto (the Reverse Transition Services).

(c) In addition to the Services described on Exhibit A hereto, RGHI shall, and shall cause its Affiliates to undertake the segregation and extraction required to separate the IT systems, data, records and processes of the Company, or thereafter created in the conduct of the Business from RGHI's IT environment or infrastructure, and migrate them to RCP's, or any of its Affiliates', IT environment or infrastructure (collectively, the Migration Services). For the avoidance of doubt, Migration Services apply to services only and do not include the acquisition or supply of any hardware, software, license (except where RGHI, at the request of RCP, acquires such hardware, software, or license at RCP's cost), or ongoing operational support service for the operating environment(s) (except as otherwise contemplated by Exhibit A). The costs of such Migration Services

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





shall be paid by RCP, including any out-of-pocket costs incurred by RGHI or its Affiliates in connection with such Migration Services and for the time spent by RGHI, its Affiliates or their Personnel, as applicable, in providing such Migration Services. RGHI will also provide to RCP any available reasonable documentation around the systems implementation, configuration documents, process maps, or any other documentation related to the systems that are part of the separation. RGHI and RCP shall work together in good faith to develop a detailed plan for migrating RCP's IT systems, data, records and processes to its IT environment or infrastructure (the Migration Plan).

Section 2.2 Performance by Affiliates or Subcontractors. Either Party may, in its sole discretion, engage, or cause one of their Affiliates to engage, one or more parties (including other third parties or Affiliates) to provide some or all of the Services; provided, (i) such Party is using such Affiliate or third party to perform the same Services for itself and its Affiliates (to the extent applicable), (ii) such arrangement would not increase the cost to Recipient for such Services, and (iii) if such third party is not already engaged with respect to such Service as of the date hereof, Provider shall obtain the prior written consent of Recipient (not to be unreasonably withheld). Provider shall (x) be responsible for the performance or non-performance of any such parties and (y) in all cases remain responsible for ensuring that obligations with respect to the standards of Services set forth in Article III of this Agreement are satisfied with respect to any Services provided by such Affiliate or third party.

Section 2.3 Scope of Services. Other than as expressly set forth on Exhibit A, Section 2.1, Exhibit B, or as agreed by the Parties in writing, in no event shall Provider be obligated to provide any Service to the Recipient for any purpose other than to facilitate, on a transitional basis, the Recipient's ability to conduct business as conducted immediately preceding the date hereof.

Section 2.4 Internal Controls and Procedures. In addition to the requirements of Article III and Article VII herein, with respect to the Services provided by RGHI and its Affiliates providing Services hereunder, certain of the Services may involve processes that directly or indirectly support financial information that the Company includes within its consolidated financial reports. The Company has an obligation to ensure that it has internal controls over financial reporting that comply with the Sarbanes-Oxley Act of 2002 and must also ensure that its external auditors can complete their necessary evaluation of the Company's internal controls over financial reporting in accordance with auditing standards issued by the U.S. Public Company Accounting Oversight Board. The Company and RGHI and such Affiliates shall use reasonable commercial efforts to agree (i) what key controls over financial reporting will be performed by RGHI and such Affiliates within the processes that directly or indirectly support financial information that the Company includes within its consolidated financial reports; (ii) the frequency as to the performance of the agreed key controls; and (iii) the form of documentation required to evidence the effective performance of the agreed key controls. RGHI and such Affiliates will perform the agreed key controls and evidence such performance in the agreed format. Company shall have the right, in a manner to avoid unreasonable interruption to RGHI's or its Affiliates' business, to (1) evaluate the effectiveness of the key controls; and (2) upon at least thirty (30) days' written notice to RGHI, perform (through its external auditor) audit procedures over RGHI's internal controls and procedures for the Services provided under this Agreement; provided that such right to audit shall exist solely to the extent reasonably required by Company's external auditors to ensure Company's compliance with the Sarbanes-Oxley Act of 2002. Company shall pay or reimburse all of RGHI's expenses and costs arising from such audit. The performance of the agreed key controls, preparation of documentation, providing access to the Company or its delegate and the Company's auditors will be billed at the agreed rates as set forth on Exhibit A.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





ARTICLE III SERVICE LEVELS; SERVICE COORDINATORS; TSA COMMITTEE

Section 3.1 Quality of Services.

(a) Provider shall perform the Services (i) at a level of quality substantially similar in all material respects to that at which such Services were performed or enjoyed during the twelve (12) month period prior to the date hereof and (ii) in accordance with applicable Law (collectively, (i) and (ii), the Service Standard). Subject to Section 3.1(c), internal controls of Provider and its Affiliates with respect to the Service Standard shall remain materially the same in effect throughout the term of this Agreement. Each Party acknowledges that the other Party and their Affiliates are not professional service providers of the Services.

(b) In the event of any material failure of a Provider to perform the Services, as applicable, in accordance with the Service Standards, Recipient shall provide Provider with written notice of such material failure, and Provider will use commercially reasonable efforts to remedy such failure as soon as reasonably possible and in the same manner that Provider would remedy such a failure for their other businesses undergoing such a material failure.

(c) A Provider may, from time to time: (i) reasonably supplement, modify, upgrade, substitute or otherwise alter (Change) any Service in a manner consistent with Changes made with respect to similar services provided by Provider on their own behalf or to their Affiliates, including taking any physical or information security measures with respect to such Service, in a manner that does not (x) adversely affect in any material respect the quality or availability of such Service or (y) materially increase the fees payable in connection with such Changed Service; provided that to the extent that any such Change is reasonably likely to modify, substitute or otherwise alter the receipt or use of such Service, Provider shall provide Recipient with reasonable advance written notice of the implementation of the Change to the extent practicable under the circumstances; provided, further, that the Service Standard shall continue to apply to such Service following any Change. If a Change is required by applicable Law or is in response to a threatened Security Incident, Provider may make any and all changes to the Service necessary to comply with applicable Law and any changes thereto or to respond to such threatened Security Incident in a manner consistent with responses made by Provider on its own behalf or in respect of their Affiliates; provided that Provider shall provide Recipient such reasonable advance written notice of the implementation of any such Change as may be practicable under the circumstances; and (ii) with reasonable advance written notice to Recipient, temporarily suspend the provision of a Service as necessary to conduct Systems maintenance or patching without such suspension constituting a breach of the Service Standard.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





(d) A Provider need not provide any Service if it is not permitted to do so by applicable Law. To the extent that any Service is not permitted pursuant to applicable Law, the Parties will cooperate in good faith to enter into arrangements reasonably acceptable to each of the Parties under which the Recipient would obtain the benefit of such Service to the same extent (or as nearly as practicable) as if such Service were permitted by applicable Law.

Section 3.2 Policies. Each Party shall, and shall cause any of its Affiliates or third parties providing or receiving Services (as the case may be) to, follow the reasonable policies, procedures and practices of the other Party and its Affiliates applicable to the Services that are known or made known to such Party. A failure of a Recipient to act in accordance with this Section 3.2 that prevents a Provider from providing a Service hereunder shall, upon reasonable advance written notice to the Recipient (where practicable), relieves Provider of its obligations under the Service until such time as the failure has been cured.

Section 3.3 Service Coordinators and Dispute Resolution.

(a) RGHI and Company shall each nominate a representative to act as the primary contact person with respect to the performance of the Services (each, a Service Coordinator). Unless otherwise agreed upon by the Parties, the Parties shall direct all initial communications relating to this Agreement and the Services to the Service Coordinators. The initial Service Coordinators for RGHI and Company, including their contact information, are set forth on Exhibit C. Either Party may replace its Service Coordinator at any time by providing notice and contact information for the newly designated Service Coordinator in accordance with Section 10.5. The Service Coordinators shall oversee the implementation and ongoing operation of this Agreement. The Parties shall ensure that their respective Service Coordinators shall meet in person or telephonically at such times as are reasonably requested by RGHI or Company to review and discuss the status of, and any issues arising in connection with, the Services or this Agreement.

(b) In the event a dispute arises between the Parties under this Agreement, telephonic negotiations shall be conducted between the Parties' respective Service Coordinators within ten (10) days following a written request from any Party (Dispute Negotiations). If the Service Coordinators are unable to resolve the dispute within ten (10) days after the Parties have commenced Dispute Negotiations, then either RGHI or the Company, by written request to the other Party, may request that such dispute be referred for resolution to the respective presidents (or similar position) of the divisions implicated by the matter for the Parties, or more senior executive of a Party if such Party so designates, which presidents (or other executives) will have fifteen (15) days to resolve such dispute. If the presidents of the relevant divisions (or other executives) for each Party do not agree to a resolution of such dispute within fifteen (15) days after the reference of the matter to them, or if the dispute is not otherwise resolved in a friendly manner as set forth in this Section 3.3, then any unresolved dispute may be resolved pursuant to Section 10.8.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 3.4 Limitation of Services Provided. Except to the extent required to meet the Service Standards, in providing the Services, the Parties are not obligated to: (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; or (iv) make any capital investment to provide or continue providing the Services. The Parties have no responsibility to verify the correctness of any information given to them on behalf of the other Party for the purposes of providing the Services.

Section 3.5 Third Party Licenses and Consents. The Parties will cooperate and assist each other, and use commercially reasonable efforts, to obtain, or direct its Affiliates to obtain, any third party consents required under the terms of any agreement between a Party or any of its Affiliates, on the one hand, and a third party, on the other hand, in order for a Party or its Affiliates to provide the Services during the Term. Notwithstanding the foregoing, if the provision of any Service as contemplated by this Agreement requires the consent, license or approval of any third party not previously obtained, the Parties shall use commercially reasonable efforts, to obtain as promptly as possible after the Commencement Date, any third party consents, permits, licenses and approvals required under the terms of any third party agreement in order for Provider to provide the Services hereunder. The cost of obtaining any consent, permit, license or approval with respect to any Service shall be borne by the Recipient of the relevant Services. If any such consent, permit, license or approval is not obtained, the Parties will cooperate in good faith to enter into reasonably acceptable arrangements under which Recipient would obtain the benefit of such Service to the same extent (or as nearly as practicable) as if such consent were obtained (at Recipient's cost), and each Party will continue to use commercially reasonable efforts to obtain any such required consent or amendment. The Parties acknowledge that it may not be practical to try to anticipate and identify every possible legal, regulatory, and logistical impediment to the provision of Services hereunder. Accordingly, each Party will promptly notify the other Party if it reasonably determines that there is a legal, regulatory, or logistical impediment to the provision of any Service, and the Parties shall each use commercially reasonable efforts to overcome such impediments so that the Services may be provided otherwise in accordance with the terms of this Agreement. All computer systems or software (Systems), data, facilities and other resources owned by a Party, its Affiliates or third parties used in connection with the provision or receipt of the Services, as applicable, shall remain the property of such Party, its Affiliates or third parties.

ARTICLE IV SECURITY; SYSTEMS

Section 4.1 Security Breaches. If any Party discovers (a) any material breach of the Security Regulations or of the systems used to provide the Services or (b) any breach or threatened breach of the Security Regulations that involves or may reasonably be expected to involve unauthorized access, disclosure or use of the other Party's or its Affiliates' Confidential Information (each of (a) and (b), a Security Incident), such Party shall, at the cost of the Party responsible for the Security Incident, (i) promptly (both orally, if practicable, and in any event in writing) notify the other Party of the Security Incident and (ii) reasonably cooperate with the other Party (1) to take commercially reasonable measures necessary to control and contain the security of such Confidential Information, (2) to remedy any such Security Incident, including using commercially reasonable efforts to identify and address any root causes for such Security Incident, (3) to furnish full details of the Security Incident to the other Party and keep such other Party advised of all material measures taken and other developments with respect to such Security Incident, (4) in any litigation or formal action with third parties or in connection with any regulatory, investigatory or other action of any Governmental Authority and (5) in notifying the other Party's or its Affiliates' customers and Personnel and other persons of the Security Incident to the extent reasonably requested by the other Party.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 4.2 Systems Security.

(a) If RGHI, Company, their Affiliates or their respective Personnel receive access to any of RGHI's, Company's, or their respective Affiliates', as applicable, Systems in connection with the Services, the accessing Party or its Personnel, as the case may be, shall comply with all of such other Party's and its Affiliates' reasonable Security Regulations known to such accessing Party or its Personnel or made known to such accessing Party or its Personnel in writing, and will not tamper with, compromise or circumvent any security, Security Regulations or audit measures employed by such other Party or its relevant Affiliate.

(b) Each Party shall, and shall cause its Affiliates to, as required by applicable Law, (i) ensure that only those of its Personnel who are specifically authorized to have access to the Systems of the other Party or its Affiliates gain such access and (ii) prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including by notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions.

(c) Each Party shall, and shall cause their respective Affiliates to, access and use only those Systems of the other Party and its Affiliates, and only such data and information within such Systems, to which they have been granted the right to access and use. Any Party and its Affiliates shall have the right to deny the Personnel of the other Party or its Affiliates access to such first Party's or its Affiliates' Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

Section 4.3 Viruses. Provider and Recipient shall each use its commercially reasonable efforts consistent with its past practices to prevent the introduction or coding of viruses or similar items into the Systems of the other Party. Without limiting the rights and remedies of any party hereunder, in the event a virus or similar item is introduced into the Systems of a Party, whether or not such introduction is attributable to the other Party (including such other Party's failure to perform its obligations under this Agreement), the other Party shall, as soon as practicable, use its commercially reasonable efforts to assist such Party in reducing the effects of the virus or similar item, and if the virus or similar item causes a loss of operational efficiency or loss of data, upon such Party's request, work as soon as practicable to contain and remedy the problem and to restore lost data resulting from such introduction.

Section 4.4 Providers' Software. Except as authorized by this Agreement or by Provider's express written consent, Recipient shall not, and shall cause its Affiliates not to, copy, modify, reverse engineer, decompile or in any way alter any software of Provider or any of its Affiliates.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 4.5 System Upgrades. No Provider shall be required to purchase, upgrade, enhance or otherwise modify any Systems used by any Recipient as of the date hereof in connection with the business of any Party, or to provide any support or maintenance services for any Systems that have been upgraded, enhanced or otherwise modified from the Systems that are used in connection with the business of any Party as of the date hereof.

ARTICLE V FEES

Section 5.1 Fees. Recipient shall pay Provider (i) the fee for each Service set forth on Exhibit A or Exhibit B, (ii) Providers' and their Affiliates' reasonable and documented out-of-pocket expenses incurred in providing the Services, including the third-party fees and expenses that are charged to Recipient or their Affiliates in connection with provision of the Services (including any fees and expenses charged by subcontractors permitted to provide the Services under Section 2.2) but excluding payments made to employees of Provider or any of their Affiliates pursuant to Section 5.2, and (iii) any other fees as agreed to by the Parties in writing (collectively, the Fees).

Section 5.2 Responsibility for Wages and Fees. Any employees of Provider or any of their Affiliates providing Services to Recipient under this Agreement will remain employees of Provider or such Affiliate and shall not be deemed to be employees of Recipient for any purpose. Provider or such Affiliate shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker's compensation, and the withholding and payment of applicable Taxes relating to such employment.

Section 5.3 Invoices. Provider shall submit or cause to be submitted to Recipient in writing, within 15 days after the end of each month, an invoice setting forth the Fees for the Services provided to Recipient during such month in reasonable detail, as applicable, due under such invoice.

Section 5.4 Payment. Recipient shall pay, or cause to be paid, the Fees shown on an invoice no later than the last business day of the month Recipient received such invoice unless disputed in accordance with Section 5.7. Any amount not received from the invoiced Party within such period shall bear interest at the Applicable Rate, from and including the last date of such period to, but excluding, the date of payment.

Section 5.5 Sales Tax, Etc. Provider shall be entitled to invoice and collect from Recipient any additional amounts required for state, local and foreign sales Tax, value added Tax, goods and services Tax or similar Tax with respect to the provision of the Services hereunder, as applicable (Sale and Services Taxes). Notwithstanding the previous sentence, if the Recipient is exempt from liability for such Sale and Services Taxes, it shall provide Provider with a certificate (or other proof) evidencing an exemption from liability for such Sale and Services Taxes. Provider shall be responsible for any losses (including any deficiency, interest and penalties) imposed as a result of a failure to timely remit such Sale and Services Taxes to the applicable tax authority to the extent the Recipient timely remits such Sale and Services Taxes to Provider or Provider's failure to do so results from Provider's failure to timely charge or invoice such Sale and Services Taxes. The Recipient shall be entitled to any refund of any such Sale and Services Taxes paid in excess of liability as determined at a later date. Provider shall promptly notify the Recipient of any deficiency claim or similar notice by a tax authority with respect to Sale and Services Taxes payable hereunder, and of any pending audit or other proceeding that could lead to the imposition of Sales and Services Taxes payable hereunder.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 5.6 No Offset. Recipient shall not withhold any payments due under this Agreement in order to offset payments due (or to become due) to Recipient pursuant to this Agreement unless such withholding is mutually agreed to by the Parties in writing or is provided for in the final ruling of a court. Any required adjustment to payments due hereunder will be made as a subsequent invoice.

Section 5.7 Invoice Disputes. In the event of an invoice dispute, the disputing Party shall deliver a written statement to the other Party no later than the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth in Section 5.4. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Provider shall continue performing the Services in accordance with this Agreement pending resolution of any dispute.

Section 5.8 Audit. At the request of Recipient, Provider shall provide to Recipient and its Affiliates reasonable access to Provider's applicable Personnel and records with respect to the amount charged in connection with any Service so that Recipient may confirm that the pass through costs incurred by Provider or, to the extent such Service is provided on an hourly basis, information related to hours worked in connection with such Service, are commensurate with the amount charged to Recipient for such Service. In the event that Recipient believes that the amount charged to Recipient materially exceeds the pass through costs actually incurred by Provider or hours charged in connection with such Service, the Parties shall review such matter in good faith.

ARTICLE VI TERM AND TERMINATION

Section 6.1 Term of Services. With respect to each of the Services, the term thereof will be for a period commencing as of the date hereof, unless a different date is specified as the commencement date for any applicable Service on Exhibit A or Exhibit B (either, a Commencement Date), and shall continue until 12 months following the Commencement Date unless (i) such other date as is specified as the termination date for any applicable Service in this Agreement or on Exhibit A or Exhibit B, as applicable (the Term) or (ii) earlier terminated pursuant to this Agreement (a Termination Date).

Section 6.2 Termination of Services. Except as agreed by the Parties in writing or as otherwise stated in the Exhibits, Company may terminate for convenience any Transition Service, and RGHI may terminate for convenience any Reverse Transition Service, upon 30 days' prior written notice of such termination; provided, (a) that, with respect to the Services described in Section G1 of Exhibit A, unless otherwise indicated therein, those Services may not be terminated independently except in accordance with an agreed Migration Plan and, (b) any unamortized costs associated with Provider's purchase of any license or other costs incurred specifically for the purpose of providing the Services hereunder will be passed through to the Terminating Party. Upon termination of any Service pursuant to this Section 6.2, the Terminating Party's obligation

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





to pay for such Service will cease except any sums accrued or due as of the date of such early termination for Services rendered (which shall include (i) any amounts contemplated by 6.2(b), plus (ii) a pro rata portion of any fees applicable to the current period in which such Services are being performed if the applicable fee is determined on a period by period basis as set forth on Exhibit A or Exhibit B, as applicable). The provisions of this Section 6.2 shall apply mutatis mutandis with respect to any assignment of this Agreement subject to Section 10.10(b) and the Parties will negotiate in good faith regarding fee allocations and, if necessary, early termination or partial termination of any Services.

Section 6.3 Termination of Agreement. This Agreement shall terminate when the Termination Date has occurred for all Services. In addition, this Agreement may be terminated by either Party (the Terminating Party) upon written notice to the other Party (which notice, in case of material breach, shall specify the basis for such claim for breach), if:

(a) the other Party or its Affiliates materially breaches this Agreement and such breach is not cured, to the reasonable satisfaction of the Terminating Party, within thirty (30) days of written notice thereof, it being understood that a good-faith dispute over an invoice or Service shall not constitute a material breach of this Agreement; or

(b) the other Party files for bankruptcy or similar proceeding, is the subject of an involuntary filing for bankruptcy or similar proceeding (not dismissed within sixty (60) days), makes a general assignment of all or substantially all of its assets for the benefit of creditors, becomes or is declared insolvent, becomes the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency, bankruptcy or the appointment of a trustee or a receiver, takes any corporate action for its winding up or dissolution, or a court approves reorganization proceedings on such Party.

Section 6.4 Effect of Termination. Upon any termination or expiration of this Agreement or any Service provided hereunder:

(a) each Party shall, and shall cause its Affiliates to, as soon as practicable, return to the other Party any equipment, books, records, files and other property, not including current or archived copies of computer files, of the other Party, its Affiliates and their respective third-party service providers, that is in the Party's or its Affiliates' possession or control (and, in case of termination of one or more specific Services, only the equipment, books, records, files and other property, not including current or archived copies of computer files, that are used in connection with the provision or receipt solely of such Services and of no other Services); and

(b) the intellectual property license granted by Section 8.2 shall terminate; provided, however, that in the case of termination of a specific Service, such license shall terminate only to the extent such license was necessary for the provision or receipt of such Service and is not necessary for any other Service that has not yet terminated.

Section 6.5 Survival. The following Articles and Sections shall survive the termination or expiration of this Agreement, including the rights and obligations of each Party thereunder: Article I; Article V; this Article VI; Article VII; Article IX; and Article X.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





ARTICLE VII BOOKS AND RECORDS

Section 7.1 TSA Books and Records.

(a) The Parties shall, and shall cause each of their respective Affiliates to, take reasonable steps to maintain books and records of all material transactions pertaining to, and all data used by it, in the performance of the Services (the TSA Records). The TSA Records shall be maintained (a) in a format substantially similar to the format such books and records are maintained as of the date hereof, (b) in accordance with any and all applicable Laws and (c) in accordance with the maintaining Party's business record retention policies.

(b) Each Party shall make the TSA Records it maintains available to the other Party and its Affiliates and their respective auditors or other representatives, and in any event to any Governmental Authority, during normal business hours on reasonable prior notice (it being understood that TSA Records that are not stored on a Party's regular business premises will require additional time to retrieve), for review, inspection, examination and, at the reviewing Party's reasonable expense, reproduction. Access to such TSA Records shall be exercised by a Party and its Affiliates and their authorized representatives in a manner that shall not interfere unreasonably with the normal operations of the Party maintaining the TSA Records. In connection with such review of TSA Records, and upon reasonable prior notice, a reviewing Party and its Affiliates shall have the right to discuss matters relating to the TSA Records with the employees of the Party or its Affiliates who are maintaining the relevant TSA Records and providing the Services, as applicable, during regular business hours and without undue disruption of the normal operations of such maintaining and providing Party or its Affiliates. Neither Party shall have access to any TSA Records, and neither Party shall be required to provide access or disclose information, when such access or disclosure would jeopardize any attorney-client privilege or violate any applicable Law (provided that such party shall use commercially reasonable efforts to provide such access or share such information in a manner that would not jeopardize any such privilege or violate any such Law). Each Party's rights under this Section 7.1(b) shall continue for so long as TSA Records are required to be maintained by the other Party under Section 7.1(a).

Section 7.2 Access to Information; Books and Records.

(a) On and after the Commencement Date, RGHI shall, and shall cause its Affiliates to, until the 6th anniversary of the Commencement Date, afford to RCP and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant's work papers), information, employees and auditors at the Company's expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by RCP shall not unreasonably interfere with the conduct of the business of RGHI and its Affiliates.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





(b) After the Commencement Date, RCP shall, and shall cause its Affiliates to, until the 7th anniversary of the date on which RGHL or its Affiliates owns less than 10% of the capital stock in RCP, afford to RGHI and its employees and authorized representatives reasonable access to RCP's employees and auditors, retain all books, records (including accountant's work papers), and other information and documents pertaining to the Business in existence on the Commencement Date and make available for inspection and copying by RGHI (at RGHI's expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business of RCP and its Affiliates, such information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or to prepare or file any Tax related documentation, (B) as may be necessary for RGHI or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to RGHI and Company's affiliation immediately prior to the Commencement Date, or (C) as may be necessary for RGHI or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the parties), in each case subject to compliance with all applicable privacy Laws.

(c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party's counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party's counsel, would reasonably be expected to conflict with applicable Laws.

Section 7.3 Non-Disclosure Agreements. To the extent that any third-party proprietor of information or software to be disclosed or made available to a Recipient in connection with performance of the Services requires a specific form of non-disclosure agreement as a condition of such third party's consent to use the same for the benefit of Recipient or to permit the Recipient access to such information or software, each Party shall, or shall cause its relevant Affiliate to, as a condition to the receipt of such portion of the Services, execute (and shall cause its Personnel to execute, if reasonably required) any such form.

Section 7.4 Confidential Information.

(a) Each Party agrees to take the necessary steps to protect any Confidential Information of the other Party with at least the same degree of care that the receiving Party uses to protect its own confidential or proprietary information of like kind, but not less than reasonable care. Neither Party shall use the other Party's Confidential Information other than to perform Services pursuant to this Agreement or pursuant to Section 7.2 herein. The obligation of confidentiality hereunder shall not apply to information that (i) was already

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





in the possession of the receiving Party without restriction on its use or disclosure prior to the receipt of the information from the disclosing Party, (ii) is or becomes available to the general public through no act or fault of the receiving Party, (iii) is rightfully disclosed to the receiving Party by a third party without restriction on its use or disclosure, (iv) is independently developed by employees and/or consultants of the receiving Party who have not had access to the disclosing Party's Confidential Information, (v) is disclosed to the receiving Party after the receiving Party properly gave notice to the disclosing Party that the receiving Party no longer desired to receive any additional Confidential Information from the disclosing Party, or (vi) is required to be disclosed pursuant to judicial or governmental decree or order, provided that the disclosing Party is, where permitted, given prompt written notice of and the opportunity to defend against disclosure pursuant to such decree or order.

(b) Upon any termination or expiration of this Agreement, at the written request of the other Party, each Party shall, and shall cause any of its Affiliates or third-party vendors used in connection with the provision or receipt of the Services to, deliver to the other Party (i) all records and data (including backup tapes, records and related information) received, computed, developed, processed and stored by it hereunder in a readable format reasonably acceptable to the other Party, and (ii) all other Confidential Information of such other Party, but excluding, in each case, (1) any information stored electronically in a back-up file pursuant to the receiving Party's customary electronic back-up practices which may be retained by such Party solely for archival purposes and subject to the continuing confidentiality obligations set forth in herein, and (2) any information obtained pursuant to Section 7.2 herein; provided that, in lieu of delivering all of the foregoing to the other Party, the relevant delivering Party may confirm in writing that it has destroyed, or has caused RGHI or Company, as the case may be, to destroy, all of the foregoing.

ARTICLE VIII INTELLECTUAL PROPERTY

Section 8.1 Ownership of Intellectual Property. Any intellectual property owned by a Party, its Affiliates or third-party vendors and used in connection with the provision or receipt of the Services, as applicable, shall remain the property of such Party, its Affiliates, or third-party vendors.

Section 8.2 License. Each Party grants, and shall cause its Affiliates to grant, to the other Party and its Affiliates, a royalty-free, non-exclusive, non- transferable, worldwide license, during the Term, to use the intellectual property owned by such Party or its Affiliates (but excluding any trademarks) only to the extent necessary for the other Party and its Affiliates to provide or receive the Services, as applicable. Other than the license granted to a Party and its Affiliates pursuant to the preceding sentence, neither Party nor its Affiliates shall have any right, title or interest in the intellectual property owned by the other Party or its Affiliates.

Section 8.3 Use of RCP Names. By the third anniversary of the Commencement Date, RGHI and its Affiliates will change its corporate names to remove RCP Names and will cease use of RCP Names as trademarks unless such use is pursuant to a separate license agreement with RCP.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





ARTICLE IX REMEDIES

Section 9.1 Indemnification. Subject to the limitations set forth in this Article IX, each Party (the Indemnifying Party) agrees to indemnify, defend and hold harmless the other Party and its Affiliates and its and their respective directors, officers, employees, agents, representatives, successors and permitted assigns (collectively, the Indemnified Parties) from and against all Losses imposed upon or incurred by an Indemnified Party to the extent arising out of or resulting from the Indemnifying Party's or its Affiliates' material breach of this Agreement, except to the extent that such Losses are primarily caused by the Indemnified Party.

Section 9.2 Exclusive Remedy. The indemnities provided for in Section 9.1 shall be the sole and exclusive monetary remedy of the Parties hereto and their Affiliates and their respective officers, directors, employees, agents, representatives, successors and permitted assigns for any breach of or inaccuracy in any representation or warranty or any breach, nonfulfillment or default in the performance of any of the covenants or agreements contained in this Agreement, and the Parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof (including any common law rights of contribution), all of which the Parties hereto hereby waive.

Section 9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS AND SERVICES, AS APPLICABLE, PROVIDED HEREUNDER, AND ALL SUCH MATERIALS AND SERVICES, AS APPLICABLE, ARE PROVIDED ON AN AS IS BASIS AND (B) EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

Section 9.4 Limitations.

(a) IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOST REVENUES THAT THE OTHER PARTY MAY INCUR BY REASON OF ITS HAVING ENTERED INTO OR RELIED UPON THIS AGREEMENT, OR IN CONNECTION WITH ANY OF THE SERVICES PROVIDED HEREUNDER OR THE FAILURE THEREOF, REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH DAMAGES ARE ASSERTED, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME OTHER THAN TO THE EXTENT AWARDED IN A THIRD PARTY CLAIM.

(b) EXCEPT WITH RESPECT TO A MATERIAL BREACH CONSTITUTING WILLFUL MISCONDUCT BY A PROVIDER, REPEAT PERFORMANCE OF A SERVICE BY THE PROVIDER OR REFUND OF THE FEES PAID FOR A SERVICE SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE SERVICES STANDARD FOR SUCH SERVICE.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





(c) IN NO EVENT SHALL A PARTY'S LIABILITY IN RELATION TO SERVICES PROVIDED UNDER THIS AGREEMENT EXCEED THE FEES PAID TO IT UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICE THAT RESULTED IN THE LOSS.

Section 9.5 Insurance. Each Party shall obtain and maintain, for the Term (i) commercial general liability insurance with a single combined liability limit of at least $5,000,000 per occurrence, (ii) workers compensation/employer's liability insurance with a liability limit of at least $1,000,000 per occurrence or, if greater, the statutory minimum, and (iii) all risk property insurance on a replacement cost basis adequate to cover all assets and business interruption Losses that a Party may suffer in connection with or arising out of this Agreement, subject to policy limits, and in the case of the policies described in clause (i) above, naming the other Party as an additional insured thereunder. Upon request, each Party shall provide the other Party a certificate of insurance as proof of insurance coverage.

ARTICLE X MISCELLANEOUS

Section 10.1 Force Majeure. In the event that a Party is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond their reasonable control, which by their nature were not foreseen, or, if it was foreseen, was not reasonably avoidable, including acts of God, act of Governmental Authority, act of the public enemy or due to fire, explosion, accident, floods, embargoes, epidemics, war, acts of terrorism, nuclear disaster, civil unrest or riots, civil commotion, insurrection, severe or adverse weather conditions, lack of or shortage of adequate electrical power, malfunctions of equipment or software (each, a Force Majeure Event), such Party shall promptly give notice of any such Force Majeure Event to Company and shall indicate in such notice the effect of such event on their ability to perform hereunder and the anticipated duration of such event. The Party whose performance is affected by the Force Majeure Event shall not be obligated to deliver or cause to be delivered the affected Services during such period, and the applicable Party shall not be obligated to pay during such period for any affected Services not delivered. During the duration of a Force Majeure Event, the Party whose performance is affected by the Force Majeure Event shall, and shall cause their relevant Affiliates to, minimize to the extent practicable the effect of the Force Majeure Event on their obligations hereunder and use commercially reasonable efforts to avoid or remove such Force Majeure Event and to resume delivery of the affected Services with the least delay practicable.

Section 10.2 Authority. A Provider shall not be permitted to bind a Recipient or any of its Affiliates or enter into any agreements (oral or written), contracts, leases, licenses or other documents (including the signing of checks, notes, bills of exchange or any other document, or accessing any funds from any bank accounts of Recipient or any of its Affiliates) on behalf of Recipient or any of its Affiliates except with the express prior written consent of Recipient, which consent may be given from time to time as the need arises and for such limited purposes as expressed therein.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 10.3 Specific Performance. The Parties shall be entitled to seek an injunction to prevent actual or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. For the avoidance of doubt, nothing contained herein shall prevent a Party from seeking damages (to the extent permitted herein) in the event that specific performance is not available.

Section 10.4 Status of Parties. This Agreement is not intended to create, nor will it be deemed or construed to create, any relationship between RGHI and its Affiliates, on the one hand, and Company and its respective Affiliates, on the other hand, other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither RGHI and its Affiliates, on the one hand, nor Company and its Affiliates, on the other hand, shall be construed to be the agent of the other.

Section 10.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given by delivery in person, by facsimile (followed by overnight courier), Email (followed by overnight courier), or by registered or certified mail (postage prepaid, return receipt requested) to the other Party hereto as follows:

if to Company, Reynolds Consumer Products Inc. 1900 W. Field Court Lake Forest, IL 60045 Attention: David Watson Email: David.Watson@reynoldsbrands.com

if to RGHI, Reynolds Group Holdings Inc. 1900 W. Field Court Lake Forest, IL 60045 Attention: Joseph Doyle Email: Joseph.Doyle@RankNA.com

with a copy (which shall not constitute notice) to: Reynolds Group Holdings Limited Level Nine 148 Quay Street P.O. Box 3515 Auckland, New Zealand Attention: Helen Golding Email: helen.golding@rankgroup.co.nz

or such other address, Email or facsimile number as such party may hereafter specify for the purpose by notice to the other Party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. Notwithstanding the forgoing, normal business communications with respect to the Services may be given by the Parties by whatever means are usual and appropriate for such types of communications.

Section 10.6 Entire Agreement. This Agreement, including all Exhibits, constitute the sole and entire agreement and supersede all prior agreements, understandings and representations, both written and oral, between the Parties with respect to the subject matter hereof provided, however, nothing in this Agreement shall supersede any other agreement or understanding entered into in connection with the initial public offering of the Company.

Section 10.7 Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity.

Section 10.8 Governing Law, etc.

(a) This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of the State of Illinois, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the Laws of another jurisdiction. Each of the Parties hereto submits to the jurisdiction of any state or federal court sitting in Lake County, Illinois, in any action or proceeding arising out of or relating to this Agreement, agrees to bring all claims under any theory of liability in respect of such action or proceeding exclusively in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each Party hereto agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such Party by sending or delivering a copy of the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section 10.5. Nothing in this Section 10.8, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Each Party hereto agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





(b) The Parties each hereby waive, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties hereto in respect of this Agreement or any of the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The Parties to this Agreement each hereby agree and consent that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties to this Agreement may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the Parties hereto to the waiver of their right to trial by jury.

Section 10.9 Further Assurances. Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver, or shall cause its Affiliates to execute and deliver, such documents and other papers and shall take, or shall cause its Affiliates to take, such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement.

Section 10.10 Assignment. No Party may assign this Agreement, or any of its rights or obligations under this Agreement (whether by operation of Law or otherwise), without the prior written consent of the other Party; provided, that notwithstanding the foregoing, any Party may assign any or all of its rights or obligations under this Agreement without the consent of the other Party to: (a) its Affiliates, (b) a purchaser of: (i) one or more of its Affiliates that is a Provider or Recipient under this Agreement; (ii) all or substantially all of the business or assets of one or more of its Affiliates that is a Provider or Recipient under this Agreement; or (iii) all or substantially all of such Party's business or assets, or (c) its financing sources solely for collateral purposes, in each case so long as the assignee agrees to be bound by the terms of this Agreement. Any permitted assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Any attempted assignment of this Agreement, or the rights or obligations herein, not in accordance with the terms of this Section 10.10 shall be void. If an RGHI Affiliate Provider is no longer affiliated with RGHI due to the sale of all or substantially all of the business or assets of such Affiliate to a third party, RGHI shall cause such Affiliate to agree to continue providing the Services that it is providing at the time of such transaction consistent with the terms of this Agreement for the remaining Term.

Section 10.11 Multi-party Contracts. The Company and RGHI will use all commercially reasonable efforts to obtain within 24 months following the Commencement Date, from the counterparty to each Multi-party Contract any needed consent to separate the portion of such contract that relates to the goods or services purchased from or supplied to the Business under such Multi-party Contract (including but not limited to assignment or partial assignment of such contracts to the Company or RGHI or its Affiliates). The contract constituting the separated portion of any Multi-party Contract that relates to the Business as described in the preceding sentence shall be assumed by and become the responsibility of the Company. Each Party making purchases or receiving services under any Multi-party Contract shall indemnify and hold harmless the other Party and its Affiliates for any claims, damages, etc. arising out of such purchases or receipt of services.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 10.12 Letters of Credit and Guarantees. RGHI and the Company shall use commercially reasonable efforts to cause all RGHI Letters of Credit and RGHI Guarantees, in each case with respect to the Company, to be canceled or terminated, as of the Commencement Date such that RGHI and its Affiliates shall be released and have no further obligation or liability (contingent or otherwise) under such RGHI Letters of Credit or RGHI Guarantees (to the extent applicable to the Company) from and after the Commencement Date. With respect to any RGHI Letters of Credit or RGHI Guarantees not terminated at the Commencement Date, RCP shall use commercially reasonable efforts to replace, cash collateralize or otherwise backstop such RGHI Letters of Credit and RGHI Guarantees at or prior to the Commencement Date. Following the Commencement Date, RCP shall indemnify RGHI and its Affiliates against any and all losses suffered or incurred in connection with the Company under the RGHI Guarantees or RGHI Letters of Credit.

Section 10.13 Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 10.14 Interpretation.

(a) The Parties acknowledge and agree that, except as specifically provided herein, they may pursue judicial remedies at law or equity in the event of a dispute with respect to the interpretation or construction of this Agreement.

(b) This Agreement shall be interpreted and enforced in accordance with the provisions hereof without the aid of any canon, custom or rule of law requiring or suggesting constitution against the Party causing the drafting of the provision in question.

Section 10.15 No Third-Party Beneficiaries. Other than the rights granted to the Indemnified Parties under Section 9.1, nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and permitted novates, transferees and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Section 10.16 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.

Section 10.17 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section 10.18 Order of Precedence. In the event of any conflict between the provisions of any Exhibit and the other provisions of this Agreement, the other provisions of this Agreement shall govern, except to the extent that the relevant provision of the Exhibit expressly identifies the provision of this Agreement it supersedes and expressly indicates that such provision is being superseded or this Agreement expressly indicates that the Exhibit governs.

[Signature page follows]

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Reynolds Group Holdings Inc.

By: Name: Title:

Reynolds Consumer Products Inc.

By: Name: Title:

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





EXHIBIT A

Transition Services

Section G1: IT Services12

Service Name Description of Service Term

Monthly Fee (USD) - Commencement Date - 2020

Monthly Fee (USD) - 2021 G1.1 IT Service Category: Major Applications - Hosting and Infrastructure Support

Hosting - shared and dedicated environments

Provision of infrastructure and hosting services at RGHI's data center for shared hardware and hardware dedicated to RCP's systems. Services include: •   Access to and use of the noted applications groups •   Disaster Recovery •   Administration •   Security management •   Help Desk services •   Backup/restore management Service also includes provision of equivalent access to this set of RCP applications in alternative data center(s) upon migration to RCP's new operating environment(s), and/or equivalent services from alternative providers, managed under this Agreement by RGHI.

All services in group 24 months from the Commencement Date Termination can only be as per an agreed Migration Plan

G1.1.1 Autosys Job Scheduling and Monitoring System. $10,109 TBD 1 Where reference is made to RGHI's data center, this means either (1) the Lincolnshire facility at 605 Heathrow Drive, (2) the Lake Forest backup data center at 1900 West Field Court, or (3) the Cloud Service provider selected to house certain infrastructure operations from time to time during the Term and migration. 2 Fees for 2021 are not yet finalized, and will be negotiated in good faith by RGHI and RCP during the course of 2020.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term

Monthly Fee (USD) - Commencement Date - 2020

Monthly Fee (USD) - 2021 G1.1.2 Citrix/Virtual Desktops VDI environment for remote application routing and access. $5,834 TBD

G1.1.3 Collaboration - Email, Instant Messaging & Teams

MS Exchange email Service, Outlook integration, MS teams, and Skype for Business Instant Messaging/Collaboration. $32,155 TBD

G1.1.4 CRM RCP's instance of the MS Dynamics Customer Relationship Management System. $2,014 TBD

G1.1.5 Easy Software Easy payments software suite for Accounts Payable management. $5,073 TBD

G1.1.6 EDI Infrastructure Electronic data Interchange services for transactional interfacing with vendors and suppliers. $4,094 TBD

G1.1.7 HP Dazel SAP printing control subsystem. $5,918 TBD

G1.1.8 Hyperion/HFM Hyperion Financial Management system for consolidation and reporting. $4,028 TBD

G1.1.9 JDA JDA suite of applications for planning and transportation management. $4,815 TBD

G1.1.10 RightFax Electronic fax messaging system. $2,292 TBD

G1.1.11 RPA/AA Automation Anywhere ecosystem for Robotic Process Automation. $11,861 TBD

G1.1.12 Sabrix Thomson Reuters Sales and Use Tax calculation Engine. $7,597 TBD

G1.1.13 SharePoint MS SharePoint environment for collaboration, file-sharing and intranet delivery. $9,649 TBD

G1.1.14 Maintenance Connect Plant Maintenance system. $4,316 TBD

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term

Monthly Fee (USD) - Commencement Date - 2020

Monthly Fee (USD) - 2021 G1.2 IT Service Category: Support Services

General support services Overall services associated with delivery of general support from RGHI to RCP, including components such as: •   Administration of vendors •   Procurement •   Network management •   Infrastructure administration and management

All services in group 24 months from the Commencement Date Termination can only be as per an agreed Migration Plan

G1.2.1 Site Security Application Services Management of various site security systems, badge processing, video surveillance. $1,583 TBD

G1.2.2 Desktop & Site Management Centralized management services for facility environments: patching, backup, package delivery, imaging, RF device support. $39,079 TBD

G1.2.3 IT Security Provisioning Management of security provisioning for all applications and access, including SSO and AD. $18,479 TBD

G1.2.4 IT Procurement Handling of procurement activities for existing and new vendors, including contract management, SOW completion, PR and PO processing. $9,233 TBD

G1.2.5 IT Finance Payments, allocation processing, invoicing & reporting, and budgeting for existing and new vendors. $11,113 TBD

G1.2.6 Voice and Cellular Phone Support General provisioning and management of VOIP services and CRU mobility with vendors. $12,137 TBD

G1.2.7 Microsoft Tenant Management Interaction with the MS cloud services agency for MS tenancy management and administration in Azure. $15,637 TBD

G1.2.8 AWS Tenant Management Interaction with the AWS cloud services agency and LemonGrass for AWS tenancy management and administration in Amazon. $36,835 TBD

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term

Monthly Fee (USD) - Commencement Date - 2020

Monthly Fee (USD) - 2021 G1.2.9 LAN & WAN Management Provisioning, monitoring, troubleshooting and administration of all long distance and local network facilities, including AT&T (and other) MPLS, DMVPN, Routers and Switches, and Wi-Fi APs. $97,353 TBD

G1.2.10 Governance Overall management of services delivered under this Agreement. $41,820 TBD

G1.2.11 SAP Basis Support for SAP technical environment, configuration, and database management. $61,082 TBD

G1.2.12 SQL Management Management of environments for miscellaneous MS SQL databases/systems. $32,720 TBD

G1.2.13 Base Infrastructure All management and administration of core datacenter environments in support of all centralized applications and utility delivery, including all services associated with the Lincolnshire Data Center, Cloud Hosting environments, third party administration and support services. $220,775 TBD

G1.3 IT Service Category: General Pass-thru / Variable Costs

Variable and Pass-thru costs Service fees for consumption or license maintenance as levied by vendors to RGHI based on RCP utilization of such services or licenses.

All services in group 24 months from the Commencement Date Termination will occur as services are contracted directly with RCP

All services costs are pass- through of actual third- party costs incurred in providing the service

G1.3.1 WAN Services - Site Network Vendor (AT&T and other) costs for usage of MPLS and ISP services. G1.3.2 Voice and Cellular Phone Service Local, Long Distance, & Mobile usage costs.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term

Monthly Fee (USD) - Commencement Date - 2020

Monthly Fee (USD) - 2021 G1.3.3 Multi-function device (MFD) Services Lexmark usage and consumables costs.

G1.3.4 Hosting - Microsoft O365 - Microsoft usage

G1.3.5 Licensing—Microsoft Microsoft license maintenance (SA) and subscriptions.

G1.3.6 Licensing - SAP SAP license maintenance - R/3

G1.3.7 Licensing—SAP BI/MII SAP license maintenance - BI (Hana), MII (IFP)

G1.3.8 Licensing— Oracle/HFM Oracle license maintenance for Hyperion Financial Manager.

G1.3.9 Licensing - JDA JDA Transportation and Planning license maintenance fees.

G1.3.10 Licensing - GEP GE Procurement system license fees.

G1.3.11 Licensing - Novatus Novatus contract management system license fees.

G1.3.12 Licensing - Thingworxs Thingworks (PTC) license fees (IFP).

G1.3.13 Licensing - Winshuttle Winshuttle (MDM management) license fees.

G1.3.14 Licensing - SpecRight Specright license fees.

G1.3.15 Domain Names Domain name annual registration fees.

G1.3.16 IT Procurement - Fees Hardware/Software/Services procured on behalf of RCP.

G1.3.17 Licensing - Other Kronos, Minitab, & KnowBe4, plus other miscellaneous minor licenses maintenance fees.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Monthly Fee (USD) - Commencement Date - 2020 Monthly Fee (USD) - 2021 G1.4 IT Service Category: Project Management / IT Consulting3

G1.4.1 Discretionary Enhancements Any system changes or enhancements to the technical operating environment (excluding, for the avoidance of doubt, Migration Services described in G1.4.4) requested by RCP during the Term require agreement between RGHI and RCP. Provision of this Service is subject to the availability of internal resource within RGHI and agreement between the Parties regarding the scope of the changes/enhancements. Where this Service is used, the rates will be as follows: •   Project Manager at $150 / hour •   Senior Engineer at $200 / hour •   Junior Engineer at $150 / hour

24 months from the Commencement Date

Quoted hourly rate with respect to the particular service to be provided Plus the pass-through of actual third-party costs incurred in providing the service

Quoted hourly rate with respect to the particular service to be provided Plus the pass- through of actual third- party costs incurred in providing the service

G1.4.2 IT Consulting Services Provision of advice, guidance and recommendations on new services (excluding, for the avoidance of doubt, Migration Services described in G1.4.4), new technical solutions related to applications and infrastructure, etc. Provision of this Service is subject to availability of internal resource within RGHI and agreement between the Parties. Where this Service is used, the rates will be as follows: •   IT Consulting Services at $200 / hour

24 months from the Commencement Date

Quoted hourly rate with respect to the particular service to be provided Plus the pass-through of actual third-party costs incurred in providing the service

Quoted hourly rate with respect to the particular service to be provided Plus the pass- through of actual third- party costs incurred in providing the service 3 RGHI shall provide the first 3,500 hours of internal labor pursuant to G1.4.1, G1.4.2, G1.4.3, and G1.4.4 at no charge; thereafter, the stated rates shall apply.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Monthly Fee (USD) - Commencement Date - 2020 Monthly Fee (USD) - 2021 G1.4.3 Project Management Services Provision of Project Management services and resources and technical resources required to deliver projects agreed between RGHI and RCP (excluding, for the avoidance of doubt, Migration Services described in G1.4.4). Provision of this Service is subject to availability of internal resource within RGHI and agreement between the Parties. Where this Service is used, the rates will be as follows: •   Project Manager at $150 / hour •   Senior Engineer at $200 / hour •   Junior Engineer at $150 / hour Any costs for engaging external resources will be passed through to RCP.

24 months from the Commencement Date

Quoted hourly rate with respect to the particular service to be provided Plus the pass-through of actual third-party costs incurred in providing the service

Quoted hourly rate with respect to the particular service to be provided Plus the pass- through of actual third- party costs incurred in providing the service

G1.4.4 Migration Services Project services to manage and execute the extraction of IT operations from the RLS managed environment(s) and enable RCP to exit this TSA, as defined in the TSA Migration Services in Section 2.1.(c). For the avoidance of doubt, this service includes all internal RGHI labor and third-party costs associated with project management and execution of all separation activities, and any license or technology acquisitions required to facilitate the establishment of RCP's new, stand-alone IT environment and the handover of same to RCP for future management. This Service cannot be terminated until such time as separation has concluded to the satisfaction of RGHI and RCP.

24 months from the Commencement Date

Quoted hourly rate with respect to the particular service to be provided Plus the pass-through of actual third-party costs incurred in providing the service

Quoted hourly rate with respect to the particular service to be provided Plus the pass- through of actual third- party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term

Monthly Fee (USD) - Commencement Date - 2020 Monthly Fee (USD) -2021 G1.4.5 Crossover Services Provision of desktop support and core applications services for scenarios where people not transferred are required to temporarily assist in RCP to augment transferred peoples' expertise or capacity, notwithstanding both parties' intentions to have these areas of support self-sufficient inside RCP by commencement date.

12 months from the Commencement Date

No fee No fee

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G2: HR Services Service Name Description of Service Term Fee (USD) G2.1 General HR - Ancillary Services RGHI will be available to provide transition of support and agreements and provide support for meetings to share information and answer any questions with current vendors regarding current practices, including but not limited to support for separation of 401(K), H&W, and pension plans. The parties shall cooperate in good faith regarding preparation of 5500s and ACA reporting for plan year 2019, with responsibility for filings as follows: •   401(K) 5500s •   RGHI shall file for existing Employee Savings Plan (non-bargaining) and Employee Savings Plan for Pactiv Bargaining •   RCP shall file for Employee Savings Plan for Reynolds Bargaining and any new Company savings plans established as of the Commencement Date •   Pension and H&W 5500s •   RGHI shall file for Reynolds Services Inc. Group Benefit Plan, Pactiv Retirement Plan, Reynolds Services Inc. Group Benefit Plan for Bargaining Unit Employees, Pactiv Retiree Health & Welfare Plan, Reynolds Group Pension Plan, Evergreen Packaging Pension Plan •   RCP shall file for new Company plans established as of the Commencement Date •   ACA Reporting •   RCP shall coordinate filing

12 months from the Commencement Date No fee

G2.2 General HR - Administrative Services Administrative Assistant, HR Benefits will be available (50%) to provide services to RCP under a Secondment Agreement. Services will includes all as currently provided, including: preparation of informational bulletins related to benefits, vendor billing administration, tracking vendor performance guarantees, and general administrative duties.

The earlier of (i) December 31, 2020 or (ii) the cessation of current Administrative Assistant's employment

$3,300 per month Plus pass- through of actual third- party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G2.3 Payroll Services - Systems and Support Provision of payroll services comprising: •   Management of the relationship and contract with ADP and Kronos •   Software and hosting access to Kronos •   Ongoing support of interface files with ADP and third-party vendors consistent with current practices, including management and oversight of existing vendor feeds •   Access to ADP and Kronos so that RCP may undertake: •   Processing salaried and hourly payrolls •   New hire reporting •   Year-end tax reporting and preparation for employees (if applicable) •   Payroll tax return preparation •   Access to HRIS reporting capabilities (where applicable and with existing vendors/feeds) RCP will be responsible for generating their own reports from the payroll systems. RGHI and its Affiliates will not permit the payroll provider to create any additional programmed reports that are not part of the menu of standard reports available to RGHI.

December 31, 2020 $11,000 per month $29,150 per month for ADP $3,700 per month for Kronos software (hosting fees included in Section G1) Plus pass- through of actual third- party costs incurred in providing the service

G2.4 Payroll Services - Consulting/Project Management Services

Provision of access to RGHI Director of Payroll & HRIS and Senior HRIS Payroll Analyst in relation to carve-out efforts to establish RCP instance of ADP.

December 31, 2020 $100 per person / per hour Plus pass- through of actual third- party costs incurred in providing the service

G2.5 General HR -Employment Services Employment of current Director, Supplier Product and Process Quality - Europe & Asia, including, without limitation, provision of human resources support, payroll processing, and benefits coverage.

The earlier of (i) the transfer of Director, Supplier Product and Process Quality - Europe & Asia to RCP or (ii) March 31, 2020

Pass-through of actual costs and third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G3: Financial Services Service Name Description of Service Term Fee (USD) G3.1 Financial Services - Technical Accounting Provision of support and handover services for technical accounting including: •   Assistance with accounting guidance in relation to specific transactions (i.e. lease review, casualty loss, customer contract review, restructures, etc.), including research (consistent with past practices) for review by RCP management and auditors

12 months from the Commencement Date $125 per person / per hour Plus pass-through of actual third-party costs incurred in providing the service

G3.2 Financial Services - Lease Administration Provision of support and handover services for lease administration including: •   Lease accounting and lease administration services consistent with current practices and procedures, including but not limited to: •   Mass data uploads leveraging ETL templates into Costar system (10+ lease records) •   Upload of discount rates (as prepared by RCP) •   Preparation of monthly and quarterly reports •   System controls in relation to RGHI instance of Costar, backup, exchange rates review, facilitation of user security review, cost center/hierarchy maintenance, etc. •   Assistance with system issue resolution •   Copies of all records, standard reports, and schedules, etc. from the Costar system for purposes of adoption of the lease accounting standard

The earlier of (i) 12 months from the Commencement Date or (ii) the date RCP obtains its own instance of Costar

$125 per person / per hour $1,235 per month for Costar Plus pass-through of actual third-party costs incurred in providing the service

G3.3 Financial Services - Benefits Reporting Support4

Administration, execution, and handover of financial reporting and accounting services for reports required for financial reporting related to medical and benefits costs including vendor cost tracking, and other HR/benefits related accounting matters consistent with past practices.

18 months from the Commencement Date $3,365 per month Plus pass-through of actual third-party costs incurred in providing the service 4 Process RE quarterly true-ups will change during the Term from reconciling claims by headcount to where incurred and will reconcile back to the Commencement Date.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G3.4 Financial Services - Treasury Administration Handover Services

Reasonable provision of treasury administration handover services, including: •   Assistance with transitioning signatories, online access and other bank account transition considerations if required (including but not limited to establishment of new banking platforms)* •   Assistance with transition of administration of letters of credit and any other assumed indebtedness* •   Assistance with transition of corporate credit card programs administration •   Assistance with completion of development of the structure and documentation of intercompany loan agreements that are in process at the time of the Commencement Date •   Models and historical cash management reports/materials •   Assistance with cash settlements, movements related to trade balances, intercompany loans, dividends, cash forecasting, and banking platforms •   Assistance with development of daily cash report preparation processes •   Assistance with development of escheatment reporting and filing processes •   Training on review of bank-generated reports •   Assistance with transition of wire transfer administration (i.e. authorization for tokens) •   Backup assistance with wire transfer administration and approvals •   Support for day to day cash management activities consistent with past practices RGHI and RCP shall work together in good faith to finalize transition of the services denoted with an asterisk (*) above within 3 months from the Commencement Date.

12 months from the Commencement Date $95 per person / per hour Plus pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G3.5 Financial Services - Reporting Applications Support Services

Provision of access to and/or application support services for FIS Integrity. Service is subject to ability to apply security so RCP cannot view or access RGHI data in those systems.

12 months from the Commencement Date $10,100 per month Plus pass-through of actual third-party costs incurred in providing the service

G3.6 Financial Services - External Reporting5 RGHI External Reporting team will be available to provide background support and consulting services related to RCP's external reporting requirements.

18 months from the Commencement Date $$22,500 per month Plus pass-through of actual third-party costs incurred in providing the service

G3.7 Financial Services - Compliance Advisory Services

Provision of support services of RGHI Senior Compliance Manager related to SAP access and security risks (SOX 404). The earlier of (i) 12 months from the Commencement Date or (ii) the cessation of current Senior Compliance Manager's employment

$8,000 per month Plus pass-through of actual third-party costs incurred in providing the service

G3.8 Financial Services - SOX Compliance In connection with RCP's obligation to comply with the Sarbanes-Oxley Act of 2002, provision of reasonable support and performance of key controls related to financial reporting as agreed between the Parties.

24 months from the Commencement Date $200 per person / per hour Plus pass-through of actual third-party costs incurred in providing the service 5 RCP needs to obtain its own instance of Wdesk (or similar system) to prepare and file annual and quarterly filings as of the Commencement Date.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G3.9 Treasury Services - FBAR Reporting Provision of Foreign Bank and Financial Accounts (FBAR) reporting services. 12 months from the Commencement Date $80 per person / per hour Plus pass-through of actual third-party costs incurred in providing the service

G3.10 Treasury Services - Hedging Provision of support and handover services related to commodity hedging activities, including: •   Determining hedge quantities and timing •   Execution of hedging trades in Kiodex •   Tracking open hedge positions •   Facilitate provision of month-end journal entries

12 months from the Commencement Date $105 per person / per hour $8,500 per month for Kiodex Plus pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G4: Internal Audit and Tax Services Service Name Description of Service Term Fee (USD) G4.1 Audit and IT Audit Handover Services Provision of audit handover services, including information relating to IT internal audit processes and procedures of RCP. Reasonable provision of: •   Training of new RCP staff and existing documentation for all relevant processes •   Assistance, related to the services included in this section •   Transition handover support as required

12 months from the Commencement Date $175 per person / per hour Plus pass- through of actual third-party costs incurred in providing the service

G4.2 Tax Services - Direct (US and Canada) Provision of support services for tax accounting and direct tax filings, including preparation and filing of federal and state tax returns. For the avoidance of doubt, preparation and filing of returns may be completed by a third-party service provider consistent with current practice. Reasonable handover tax services, including: •   The transfer by Sellers of any and all historical information and explanations necessary for Transferred Entities to completely and accurately prepare and file the tax returns related to post-Closing period. •   Identification of all information sources, including information gathering formats, for the collection of information required for Transferred Entities to prepare and file the tax returns related to post-Closing periods. •   Providing continued support in providing historical documentation and explanations in relation to tax audits currently in process. •   Providing working papers and support related to accounting for income taxes. •   Providing historical transfer pricing studies and working papers. •   Assistance with registrations and/or electronic payment registrations as needed.

24 months from the Commencement Date $100,275 per month Pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G4.3 Tax Services - Indirect (US and Canada) Provision of support services for indirect tax filings, including preparation and filing of Sales and Use, VAT, Personal, and Property tax returns. For the avoidance of doubt, preparation and filing of returns may be completed by a third-party service provider consistent with current practice. Reasonable handover services, including: •   Providing copies of all existing documentation required for Property tax and Sales and Use tax compliance, including resale and manufacturer's exemption certificates as well as continued services in support of processes to obtain, review, and maintain necessary documentation. •   Facilitating and assisting in the creating of documentation required for tax compliance. •   The transfer by Sellers of any and all historical information and explanations necessary for Transferred Entities to completely and accurately prepare and file the tax returns related to post-Closing period. •   Identification of all information sources, including information gathering formats, for the collection of information required for Transferred Entities to prepare and file the tax returns related to post-Closing periods. •   Providing continued support in providing historical documentation and explanations in relation to tax audits currently in process. •   Assistance with registrations and/or electronic payment registrations as needed. Providing working papers to support calculations related to the accounting for income taxes.

24 months from the Commencement Date $13,285 per month Plus pass- through of actual third-party costs incurred in providing the service

G4.4 Tax Services - China Provision of handover services related to returns and filings with retained third-party service provider. 12 months from the Commencement Date $140 per person / per hour Plus pass- through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G4.5 Tax Services - Audit Support Provision of support for state and federal income tax audits, including: •   Providing documentation and explanations to the examiners •   Preparing necessary paperwork related to any filings or settlements

24 months from the Commencement Date $175 per person / per hour Plus pass- through of actual third-party costs incurred in providing the service

G4.6 Tax Services - Transfer Pricing Consulting Services

Provision of support and handover services for transfer pricing compliance and other matters related to RCP Canada/US transactions and sales services. Transfer Pricing support in connection with audits and Country by Country (CbC) and customs reporting will be available on an ad hoc basis and charged at an hourly rate.

The earlier of (i) 24 months from the Commencement Date or (ii) the cessation of current Director of Transfer Pricing's employment

$1,500 per month $140 per person / per hour for ad hoc support Plus pass- through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G5: Procurement Services Service Name Description of Service Term Fee (USD) G5.1 Procurement - Support and Handover Services Provision of support and handover services to assist RCP (consistent with past practices) in obtaining supply and or service agreements, including assisting with negotiations (which shall not include legal advice, except to the extent included pursuant to the legal transition services schedule) in relation to: •   Small parcel freight (UPS, FedEx) •   Energy (i.e. natural gas, electricity, etc.) •   ISN •   IT multifunction devices (printers, etc.) •   Raw materials - Poly (i.e. $110M+ PS, $50M+ PP, $40M+ PET, $20M Master Batch and Fillers) •   Raw materials - Packaging (corrugate, pallets, poly bags, molded fiber and related chemicals) •   MRO •   IT procurement •   Vendor mall administration (i.e. support of Ariba Catalogues) •   GEP IT extract

12 months from the Commencement Date $100 per person / per hour Plus the pass- through of actual third-party costs incurred in providing the service

G5.2 Procurement - Freight Procurement Services Provision of freight procurement services to arrange shipments from RCP vendors to RCP facilities (consistent with current practices) in accordance with the processes and procedures set forth in the Warehousing and Freight Services Agreement between Pactiv LLC and Reynolds Consumer Products LLC effective November 1, 2019.

12 months form the Commencement Date Services billed through the Warehousing and Freight Services Agreement dated November 1, 2019

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G6: Travel and Expense Services Service Name Description of Service Term Fee (USD) G6.1 Travel and Expense Services - Concur & Travel Booking Assistance

Provision of: •   Access to discounted airline, hotel, and rental car rates •   Services relating to travel booking assistance and ticket issuance by World Travel •   Access to the Concur system for travel booking, filing expense reports, processing and payment of expense reports, and reimbursement for cash expenses

12 months from the Commencement Date

Monthly Fee: $19,000 Plus pass-through of actual third-party costs incurred in providing the service

G6.2 Travel and Expense Services - Corporate Travel Card Administration of corporate travel credit card program and purchasing ProCard credit card program for cards provided by HSBC and used by RCP employees solely for business travel and business expenses. Services include: •   Procurement of new cards and cancellation of existing cards •   Facilitating changes to credit limits •   Audits of employee expense reports for compliance with RCP's policies using current audit tools and practices •   Other services consistent with current practices RCP employees may continue to use their current HSBC credit cards under existing rules and limits. At or before the end of the Term, all cards must either be transferred to accounts established by RCP with HSBC or cancelled.

12 months from the Commencement Date

Monthly Fee: $7,000 Plus pass-through of actual third-party costs incurred in providing the service (including, for the avoidance of doubt, all charges incurred on the credit cards)

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G7: Trade Compliance Service Name Description of Service Term Fee (USD) G7.1 Trade Compliance Handover Services Provision of access to RGHI's and its Affiliates' trade compliance team who will provide ongoing support, background information and handover support services for the current trade compliance function, including: •   Assistance in data handover of historical import and export transactions and classification databases •   Familiarization with trade compliance procedures, in particular: •   Export controls •   Transition supplier communication regarding Importer Security Filings •   Reporting and filing services, but will not require Sellers to carry out reporting or filing on behalf of the Transferred Entities •   Understanding of current issues, including routine filings, prior disclosures, protests, remediations and assistance declarations •   Coordination of shipments with brokers (import and export) •   Classifications •   Preparation of customs documentation •   Denied party screening •   Monthly import and export reports •   FTA support

12 months from the Commencement Date

No fee Plus pass- through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section G8: Legal and Other Regulatory Support Services Service Name Description of Service Term Fee (USD) G8.1 General Services - Legal Support Provision of support and handover services with respect to all legal services provided by RGHI and its Affiliates', including: •  Information, relevant documents and knowledge transfer related to the legal matters and legal functions, including: •  in-house legal services, including advisory, regulatory, reporting and filing services •  employment and labor relations •  Review of contracts relating to Information Technology, real estate, general procurement, and advertising and intellectual property matters •  Ongoing information and assistance in connection with all other matters for which employees of RGHI or its Affiliates were providing legal services prior to the Commencement Date •  Access to contract management database (Conga Novatus)

24 months from the Commencement Date $190 per person / per hour for lawyers and $70 per person / per hour for paralegals Plus pass-through of actual third-party costs incurred in providing the service (i.e. external legal firm fees to compile data for RCP)

G8.2 General Services - Intellectual Property Provision of handover and support services related to RCP's intellectual property portfolio, including: •  Facilitation of ongoing portfolio maintenance (i.e. renewal decisions and required filings) •  Management and oversight of patent and trademark prosecution activities (i.e. office action responses) •  Filing new registrations and applications consistent with past practices •  Assistance, information and knowledge transfer related to the legal matters and legal functions of RCP, including transferring to RCP, in such electronic or hard copy format as reasonably requested by RCP, any and all documentation in the possession of RGHI, its Affiliates or their outside legal counsel, relating to the prosecution, enforcement, registration and application of any owned intellectual property, including all information in any intellectual property docket maintained by RGHI, its Affiliates or their outside legal counsel

The earlier of (i) 24 months from the Commencement Date or (ii) the cessation of current Administrator of IP Operations/Paralegal's employment

$190 per person / per hour for lawyers and $70 per person / per hour for paralegals Plus pass-through of actual third-party costs incurred in providing the service (i.e. external legal firm fees to compile data for RCP)

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G8.3 General Services - Corporate Secretarial Provision of corporate secretarial duties and government filing assistance. To the earlier of (i) 24 months from the Commencement Date or (ii) the cessation of current Corporate Governance Paralegal's employment

$190 per person / per hour for lawyers, $45 per hour for Corporate Governance Paralegal Plus pass-through of actual third-party costs incurred in providing the service (i.e. external Co-Sec/legal firm fees)

G8.4 General Services - SEC Reporting and Compliance

RGHI Legal Counsel will be available to provide assistance and support related to reporting and filing requirements with the U.S. Securities and Exchange Commission and corporate governance matters.

24 months from the Commencement Date $10,000 per month Plus pass-through of actual third-party costs incurred in providing the service

G8.5 General Services - Regulatory Provision of handover services and support related to compliance with FDA regulations, food-contact product rules, product compliance, and other regulatory and compliance schemes.

12 months from the Commencement Date No fee

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Service Name Description of Service Term Fee (USD) G8.6 General Services - Real Estate Provision of support and handover services related to real estate administration (consistent with past practices), including but not limited to: •  Coordination of insurance, environmental, and legal functions to review leases, prepare annual reports, etc. •  Reconciliation of annual lease expenses •  Assistance with resolution of facility issues (i.e. repairs, etc.) •  Review and monitoring of tenant improvement allowances •  Assistance with establishing new facilities or closing existing facilities •  Support for year-end reporting

12 months from the Commencement Date $1,630 per month Plus pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





EXHIBIT B

Reverse Transition Services

Section GR1: IT Service Name Description of Service Term Fee (USD) GR1.1 IT - Crossover Services Provision of desktop support and core applications services for scenarios where people transferred are required to temporarily assist in RGHI to augment non-transferred peoples' expertise or capacity, notwithstanding both parties' intentions to have these areas of support self-sufficient inside RGHI by commencement date.

12 months from the Commencement Date No fee

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section GR2: HR Service Name Description of Service Term Fee (USD) GR2.1 General HR - Ancillary Services RCP will be available to provide transition of support and agreements and provide support for meetings to share information and answer any question with current vendors regarding current practices, including but not limited to support for separation of 401(K), H&W, and pension plans. The parties shall cooperate in good faith regarding preparation of 5500s and ACA reporting for plan year 2019, with responsibility for filings as follows: •  401(K) 5500s •  RGHI shall file for existing Employee Savings Plan (non-bargaining) and Employee Savings Plan for Pactiv Bargaining •  RCP shall file for Employee Savings Plan for Reynolds Bargaining and any new Company savings plans established as of the Commencement Date •  Pension and H&W 5500s •  RGHI shall file for Reynolds Services Inc. Group Benefit Plan, Pactiv Retirement Plan, Reynolds Services Inc. Group Benefit Plan for Bargaining Unit Employees, Pactiv Retiree Health & Welfare Plan, Reynolds Group Pension Plan, Evergreen Packaging Pension Plan •  RCP shall file for new Company plans established as of the Commencement Date •  ACA Reporting •  RCP shall coordinate filing for 2019 plan year

12 months from the Commencement Date No fee

GR2.2 General HR - ACA and HSA Training Provision of handover and support services related to ACA reporting and HSA funding and reporting. 12 months from the Commencement Date No fee Plus pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section GR3: Regulatory Service Name Description of Service Term Fee (USD) G3.1 General Services - Regulatory Provision of handover services and support related to compliance with FDA regulations, food-contact product rules, product compliance, and other regulatory and compliance schemes.

12 months from the Commencement Date No fee

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section GR4: Procurement Service Name Description of Service Term Fee (USD) GR4.1 Procurement Handover Services Provision of handover services to assist RGHI in establishing relationships with vendors for the following services: •  Fleet program •  Office supplies •  T&E (including rental car, airline, World Travel, and Concur) Provision of purchasing support and handover services for poly bags.

12 months from the Commencement Date $100 per person / per hour Plus pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





Section GR5: Trade Compliance Service Name Description of Service Term Fee (USD) GR5.1 Trade Compliance Handover Services Provision of access to RCP's and its Affiliates' trade compliance team who will provide ongoing support, background information and handover support services for the current trade compliance function, including: •  Assistance in data handover of historical import and export transactions and classification databases •  Familiarization with trade compliance procedures, in particular: o   Export controls o   Transition supplier communication regarding Importer Security Filings o   Reporting and filing services, but will not require Sellers to carry out reporting or filing on behalf of the Transferred Entities o   Understanding of current issues, including routine filings, prior disclosures, protests, remediations and assistance declarations •  Coordination of shipments with brokers (import and export) •  Classifications •  Preparation of customs documentation •  Denied party screening •  Monthly import and export reports •  FTA support

12 months from the Commencement Date No fee Plus pass-through of actual third-party costs incurred in providing the service

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020





EXHIBIT C

Service Coordinators

To be designated in writing from time to time by each party.

Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Ex Output:

Each Party shall obtain and maintain, for the Term (i) commercial general liability insurance with a single combined liability limit of at least $5,000,000 per occurrence, (ii) workers compensation/employer's liability insurance with a liability limit of at least $1,000,000 per occurrence or, if greater, the statutory minimum, and (iii) "all risk" property insurance on a replacement cost basis adequate to cover all assets and business interruption Losses that a Party may suffer in connection with or arising out of this Agreement, subject to policy limits, and in the case of the policies described in clause (i) above, naming the other Party as an additional insured thereunder.