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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Ex Input:
ENDORSEMENT AGREEMENT    entered into by and between     ANDY NORTH     and     GOLFERS INCORPORATED

   Effective February 21, 2011



Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





   TABLE OF CONTENTS





Paragraph   Page            1.   Definitions   3  2.   Term   4  3.   Grant of License and Exclusivity   4  4.   Retention of Rights   4  5.   Appearances   4  6.   Compensation   5  7.   Supply of Endorsed Products   6  8.   Approval of Advertising   7  9.   Ownership   8  10.   SAG and/or AFTRA   8  11.   Standards   8  12.   Events of Default   8  13.   Termination/Remedies   9  14.   Company's Debts   9  15.   Indemnification   9  16.   Insurance   9  17.   Waiver   9  18.   Notices   10  19.   Assignment   10  20.   Independent Contractor   10  21.   Joint Venture   10  22.   Governing Law   10  23   Entire Agreement   10  24.   Amendments   10  25.   Authority   11  26.   Severability   11  27.   Compliance with Laws   11  28.   Attorney's Fees and Costs   11  29.   Force Majeure   11  30.   Confidentiality   11  31.   Counterparts   11

  Page 2 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





   ENDORSEMENT AGREEMENT    THIS ENDORSEMENT AGREEMENT (herein the Agreement) is effective on this 21s t day of February 2011, by and between Golfers  Incorporated, a Delaware Corporation, having a mailing address of 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266 (hereinafter  referred to as Company) and Andy North, having a mailing address of 1624 S. High Point Road, Madison, WI 53719 (hereinafter referred to as  North).    WITNESSETH    WHEREAS, North is recognized and known throughout the world to be a highly skilled golfer and television commentator; and    WHEREAS, North's name and likeness (hereinafter defined) has commercial value with respect to the advertisement, promotion and sale  of products and services in the commercial marketplace; and    WHEREAS, Company is engaged in the business of developing, marketing and selling F2 Golf Clubs (hereinafter referred to as  Product), and Company desires to obtain North's services and endorsement to be utilized in the advertising and sale of such Product; and    WHEREAS, North agrees, subject to the terms and conditions contained herein, to provide certain services to Company and to authorize  the use of North's endorsement by Company for such purposes.    NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:















1. Definitions. As used herein, the following terms shall be defined as set forth below:

  a. Contract Period shall mean that period of time from February 21, 2011 through December 31, 2012.

  b. Contract Year shall mean the specific period of time during the Contract Period as more specifically set forth below:    · Contract Year 2011 (2/21/11 - 12/31/11)    · Contract Year 2012 (1/1/12- 12/31/12)

  c. Contract Territory shall mean the world.

  d. North's Likeness shall mean and include North's name, image, photograph, voice, initials, signature, biographical information, and  persona.

  f. North's Endorsement shall mean and include North's public statements and comments about Company's Product.

  Page 3 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011























  g. Endorsed Product(s) shall only mean and include Company's irons, woods, wedges and putters.

2. Term. The Term of this Agreement shall be for the Contract Period unless it is terminated or extended as set forth in this Agreement.

3. Grant of License and Exclusivity. Subject to the terms set forth in this Agreement, North hereby grants to Company the right and privilege  to use North's Likeness and North's Endorsement during the Term and within the Contract Territory in all reasonable forms of advertising  including, but not limited to television (including the infomercial format), radio, print advertising, brochures, pamphlets, product packaging,  point-of-purchase materials, Company's  web-site and a demonstration video (hereinafter referred to as Advertising Materials)  in connection with Company's advertisement and sale of the Endorsed Product only. During the Term of this Agreement and within the  Contract Territory, North agrees not to enter into an agreement with another company or entity for the purpose of endorsing or promoting  products similar to the Endorsed Products. Upon the expiration or termination of this Agreement, Company shall be prohibited from using or  distributing any new or existing Advertising Materials using North's Likeness and North's Endorsement except for Endorsed Product with  North's Likeness and/or North's Endorsement on the packaging that is already in the channel of retail distribution. Company shall be  prohibited from selling or shipping any new Endorsed Product with North's Likeness and/or North's Endorsement on the packaging upon  the expiration or termination of this Agreement.

4. Retention of Rights. All rights not specifically granted or licensed to Company hereunder shall be reserved and retained by North and may  be utilized or licensed by North to any third parties in any manner which is not in contravention of this Agreement.

5. Appearances.

  a. Production Appearances.

  i. Contract Year 2011. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2011  for the purpose of producing the following: (1) one 30-minute infomercial; (2) one 30-second television commercial; (3) one  demonstration dvd on how to use the Endorsed Product. (4) product testimonials and (5) still photographs for print  advertisements and packaging (hereinafter referred to as Production Appearance). Said Production Appearance shall take  place on February 22 & 23, 2011 in or around Phoenix, AZ. The Production Appearance shall be approximately nine (9)  hours in duration on February 22nd and five (5) hours in duration on February 23rd. During such Production Appearance,  North shall be permitted to wear the apparel of his choice.    ii. Contract Year 2012. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2012  for the purpose of producing either new or updated Advertising Materials. Said Production Appearance shall take place at a  mutually agreed upon time and location. The Production Appearance shall be approximately nine (9) hours in duration on  the first day and five (5) hours in duration on the second day. During such Production Appearance, North shall be permitted  to wear the apparel of his choice.

  Page 4 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

























  b. Additional Production/Promotional Appearances. If requested by Company, North agrees to use reasonable effort to make Additional  Production/Promotional Appearances on behalf of Company (hereinafter referred to as Additional Production/Promotional  Appearances). Should Company request for North to conduct Additional Production/Promotional Appearances and North agrees to  appear, Company shall pay North an additional fee for such appearance(s) as set forth in paragraph 6.d. below. North has no obligation  to make such appearance.

  c. Voice-Over Appearances. If requested by Company, North shall make one (1) voice over appearance during the Term. The voice over  appearance shall take place at North's personal residence or at another mutually agreed upon location in Wisconsin, and shall not  exceed two (2) hours in duration.

  d. Promotional Appearance. If requested by Company, North agrees to make one (1) promotional appearance each Contract Year during  the Term at certain events to promote the Endorsed Products. Said appearance shall be approximately three (3) hours in duration.

  e. Promotion/Media Activities. North will use reasonable efforts to mention the benefits of Company's Endorsed Products when North is  being interviewed or North is participating in Public Events as defined below.

  f. Expenses. If travel is necessary to provide the services set forth in this Agreement, Company shall provide or reimburse all such travel  expenses of North, including round-trip first-class airfare on the airline of North's choice, first-class hotel accommodations, reasonable  meal and ground transportation expenses. Company shall deliver the airline tickets to North at least seven (7) days prior to the  scheduled appearance, and reimburse North for other such expenses within ten (10) days after receipt of the expense receipts.

  g. Scheduling. All appearances shall be scheduled on dates, times and locations that are mutually agreed upon by Company and North.  All such appearances shall be scheduled through North's duly authorized agent for this project-Fidelity Sports Group, LLC.

6. Use of F2 Wedges/Using F2 Golf Bag. During the Contract Period and within the Contract Territory, North agrees to:

  a. Wedges. Use Company's F2 branded wedges when competing professionally, conducting public clinics or outings, participating in  public golf events and when appearing at other public functions where it is appropriate to use or have golf clubs at such events (herein  Public Events').

  Page 5 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011











  The Contract Year 2011 Guaranteed Fee shall be paid as follows:

The Contract Year 2012 Guaranteed Fee shall be paid as follows:









  b. Golf Bag. Use and carry Company's F2 branded golf bag at all Public Events as defined immediately above. North shall have the right to  place a maximum of two (2) non-competitive third party sponsor names/logos that are of a reasonable size on the belly portion of the F2  branded golf bag.

  c. Irons, Woods, Putter. Use reasonable efforts to use F2 branded irons, woods and putter at all Public Events. For purposes of  clarification, North shall not be required to use F2 branded irons, woods and putters.

7. Compensation.    a. Guaranteed Service Fee and Marketing Retainer. In consideration for the rights, services and benefits granted by North hereunder,  Company agrees to pay North a non-refundable Guaranteed Service Fee and Marketing Retainer (hereinafter referred to as Guaranteed  Fee) of fifty-five thousand dollars ($55,000USD) in Contract Year 2011 and seventy thousand dollars ($70,000USD) in Contract Year  2012.

  (i) Twenty-Five thousand dollars ($25,000USD) on or before two days after this Agreement is fully executed.    (ii) Fifteen thousand dollars ($15,000USD) on or before July 1, 2011.    (iii) Fifteen thousand dollars ($ 15,000USD) on or before November 1, 2011.

  (i) Twenty-Five thousand dollars ($25,000USD) on or before February 1, 2012    (ii) Twenty-Five thousand dollars ($25,000USD) on or before July 1, 2012    (iii) Twenty thousand dollars ($20,000USD) on or before November 1, 2012

  b. Royalties. In addition to payments due North by Company as set forth in paragraphs 7.a. above, Company further agrees to pay North  a one percent (1%) royalty on all Gross Revenue generated from the sale of all Company Products (herein Royalties).

  c. Payment of Royalties/Statement of Accounts.    (i) Company agrees to pay all royalties due as set forth in section 7.b. above on or before thirty (30) days following the end  of each quarterly period during the Contract Period. The quarterly royalty payment shall be accompanied by a statement  of account indicating the quantities of Products sold, the Gross Revenue generated from all sales of the Product where  the sales were derived from (i.e. direct sales or retail sales) and the royalty payment that is due to North.    (ii) Company shall keep, at its principal office, 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266, a complete and  accurate set of books and records maintained in accordance with generally accepted accounting principles and business  practices. Said books and records shall be maintained for a two (2) year period following the expiration or termination of  this Agreement. Company shall make said books available to North or North's representative on reasonable notice during  the Term of this Agreement and the two (2) year period immediately following thereafter. The cost of any and all  inspections shall be paid by North, unless an inspection shows an under-reporting or under-payment of more than five- percent (5%) for any quarterly period, in which event Company shall reimburse North for all such inspection costs.

  Page 6 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011









  Fidelity Sports Group, LLC  Bank of America  ABA #: 026009593  SWIFT Code #: BOFAUS3N  Trust Account #: 8980 1796 5942









  d. Additional Production/Promotional Appearances Fee. In addition to the amounts payable by Company to North set forth in paragraph  7.a. and 7.b. above, and should Company request for North to make Additional Production/Promotional Appearances, Company further  agrees to pay North a mutually agreed upon fee for each Additional Production/Promotional Appearance conducted by North. All  compensation to be paid to North for Additional Production/Promotional Appearances shall be due and payable to North prior to each  scheduled Additional Production/Promotional Appearance.

  e. Form of Payment. All payments hereunder shall be made payable to the order of Fidelity Sports Group, LLC, as agent for Andy North  and shall be paid via check or wire transfer. If by wire transfer, then direct payment to the following bank account:

  f. Late Payments. Amounts not received within ten (10) days following their respective due dates shall be assessed a late charge equal to  one and one-half percent (1 _%) per month of the overdue amount until paid, commencing on the eleventh day.

  g. Supply of Endorsed Products. Company shall deliver to North, at no charge, and in a timely fashion, a reasonable number of Endorsed  Products for North's personal use each Contract Year during the Contract Period. All postage expenses associated with the delivery of  the Endorsed Products shall be borne by Company.

8. Approval of Advertising.    a. Company agrees that it will not use North's Likeness or North's Endorsement hereunder unless and until all Advertising Materials and  their intended use has been approved by North. North agrees that any Advertising Materials submitted for approval as provided herein  may be deemed by Company to have been approved hereunder if the same is not disapproved by North within seven (7) business days  after receipt thereof. North agrees that any Advertising Materials submitted hereunder will not be unreasonably disapproved and, if it  is disapproved, that Company will be advised of the specific grounds for the disapproval. Company shall not use such disapproved  Advertising Materials until it has written approval from North.

  Page 7 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





















  b. Should Company utilize stock photographs of North, Company agrees to use current photographs and not to add, delete, alter, amend  or modify any existing names, logos, designs, trademarks or other indicia of any other sponsor of North which appear in the portion of  the photograph used by Company.

  c. Company acknowledges and agrees that the script and layout of the Advertising Materials, including, but not limited to the infomercial,  shall be reasonably compatible with North's personality and/or style. Should the Advertising Materials be approved as set forth in  Section 8.a. above, the Advertising Materials shall reflect North's personal experience and/or testimonial concerning the Product.  Such Advertising Material shall be deemed to be North's representation and warranty that such testimonial copy in fact reflects  North's personal experience with and opinion of the Endorsed Product.

9. Ownership. All materials, in any form whatsoever, relating to the Advertising Materials will be and shall remain the absolute property of  Company. North acknowledge that they do not now have and in the future will assert no right, title, or interest of any kind or nature  whatsoever, in or to any component of the Advertising Materials. Furthermore, subject to North's approval as set forth in section 8 above,  Company shall have the right at any time during the Term of this Agreement to make any revisions to the Advertising Materials or prepare  versions of all or any part of the Advertising Materials to conform to the requirements of individual markets or customers.

10. SAG and/or AFTRA. In the event of any of the Advertising Materials contemplated herein come within the purview or jurisdiction of the  Screen Actors Guild (SAG) and/or the American Federation of Television and Radio Artists (AFTRA), and North is required for any  reason to become a member thereof, North agrees to join such union(s), and Company agrees to pay any and all expenses whatsoever  including all dues, assessments, or contributions necessary in order for North to render his services hereunder, including any and all  pension and health contributions or assessments that may be required by such entities. North's participation in any such Advertising  Materials pursuant to this paragraph in the Agreement shall not result in any expenses or diminution of the Guaranteed Fee or Royalties of  this Endorsement Agreement whatsoever to North.

11. Standards. Company and North shall at all times deal with each other in good faith and strive to maintain and enhance each other's positive  image and reputation. North and Company shall act at all times in a manner that shall not be in contravention of public morals and  conventions.

12. Event of Default.    a. It shall be an event of default hereunder by North if i) North shall materially breach this Agreement and such breach remains uncured  for a period of thirty (30) days after written notice thereof from Company to North, or ii) North shall be indicted for a felony involving  moral turpitude which brings disrepute to the Company.

  Page 8 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011













The foregoing indemnity shall survive the expiration, fulfillment or termination of this Agreement.







  b. It shall be an event of default hereunder by Company if i) Company fails to pay all fees when due and payable pursuant to this  Agreement, ii) Company is adjudicated as insolvent or declares bankruptcy, or iii) Company shall materially breach this Agreement and  such breach remains uncured for a period of thirty (30) days after written notice thereof from North to Company.

13. Termination/Remedies. Either party shall have the right to terminate this Agreement upon the occurrence of an event of default by the other  party by providing written notice thereof to the defaulting party. All rights and remedies of the parties herein specified are cumulative and  are in addition to, not in limitation of, any rights and remedies the parties may have at law or in equity and all such rights and remedies may  be exercised singularly or concurrently.

14. Company's Debts. North shall not be liable for any debts or obligations of Company resulting directly or indirectly from the aforesaid use of  the North's Likeness, North's Endorsement or the services provided by North. Company shall make no representation, or in any way imply  in its actions or failure to act, that North is on will be liable for debts or obligations of Company.

15. Indemnification. Company shall indemnify, defend, and hold harmless North and its employees, officers, agents, and representatives from  and against any and all claims, suits, assessments, losses, obligations, penalties, charges, actions, damages, liabilities, costs, and expenses  including reasonable attorney's fees whether incurred at trial or in connection with any review by appeal or certiorari of both the trial and  appellate court levels (collectively referred to as Claims) arising out of or in connection with:    a Any claim or action for negligent or intentional misconduct of Company in relation to the advertisement, promotion, or sale of the  Endorsed Product, or Company's use of North's Likeness or North's Endorsement to advertise, promote, distribute, or sell the  Endorsed Product; or    b. Any claim or action for personal injury, death, or property damage resulting from a customer's use of the Endorsed Product; or    c. Any claims or action for the breach by Company of any of its representations and warranties set forth in this Agreement.

16. Insurance. Company agrees, at its own expense, to obtain and maintain general comprehensive liability insurance, with an insurance  company that has a rating of A++ (per AM Best), insuring North as a named insured party, against any claims, suits, losses and damages  arising out of or caused by Company's use of North's Likeness. North's Endorsement or North's services hereunder. Such insurance policy  shall be maintained with limits of not less than two million dollars ($2,000,000). Said policy of insurance shall remain in force for the duration  of this Agreement. A copy of such insurance policy shall be provided to North within thirty (30) days after execution of this Agreement.

17. Waiver. The failure of either party at any time or times to demand strict performance of the other party of any of the terms, covenants or  conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each party may at any time demand  strict and complete performance by the other party.

  Page 9 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

























18. Notices. All notices, claims, certificates, requests, demands and other communication hereunder shall be made in writing and will be deemed  to have been duly given if delivered by hand, via facsimile transmission, or mailed and addressed as follows:

To Company: Golfers Incorporated    1021 N. Sepulveda Blvd., Suite G    Manhattan Beach, CA 90266    Attention: Mike or Steve Abram      To North: Andy North    c/o Fidelity Sports Group, LLC    514 Broadway Avenue    Orlando, Florida 32803    Attention: David J. Moorman, President & CEO

19. Assignment. Neither party to this Agreement shall assign the rights and benefits herein without the prior written consent of the other party.

20. Independent Contractor. Company has engaged North for certain rights which are set forth in this Agreement, and North's relationship to  Company, and Company's relationship to North, shall at all times be that of an independent contractor.

21. Joint Venture. This Agreement does not constitute a partnership or joint venture between North and Company. No party shall have the  right to obligate or bind the other party in any manner whatsoever.

22. Governing Law. The Agreement shall be governed by and construed under the laws of the State of Florida in the United States of America,  and venue for any such legal action shall be in the Circuit Court or County Court in Orlando, FL or the U.S. District Court having jurisdiction  over Orlando, FL.

23. Entire Agreement. This writing constitutes the entire agreement and understanding between the parties with respect to its subject matter.  This Agreement supersedes all prior or contemporaneous agreements and understandings between the parties with respect to its subject  matter.

24. Amendments. This Agreement may be amended only by a written instrument duly executed by both parties.

  Page 10 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011























25. Authority. Each party warrants and represents to the other that it has the full right, power and authority to enter into and perform this  Agreement, to make the covenants and representations contained in this Agreement and further, that the execution, delivery and  performance of this Agreement will not violate, conflict with, or constitute a default under, any contract, agreement or undertaking to which  it is a party or by which it is bound.

26. Severability. The illegality, unenforceability or invalidity of any term, clause or provision of this Agreement shall not affect any other term,  clause or provision hereof, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision  had not been included.

27. Compliance with Laws. Company represents and warrants to North that it will comply with all rules, regulations, laws, orders, decrees and  ordinances of the United States, each state and political subdivision thereof, and each and every foreign country having legal jurisdiction  over any aspect of Company's activities under this Agreement, including, but not limited to, the use of North's Likeness in advertisements  for and on behalf of the Company.

28. Attorney's Fees and Costs. The prevailing party in any litigation or other proceeding between the parties arising out of the interpretation,  application, or enforcement of any provision of this Agreement shall be entitled to recover all of its reasonable fees, court costs, and  expenses, including fees for attorneys, whether incurred at trial or in connection with any review by appeal or certiorari, accountants, and  other professionals.

29. Force Majeure. In the event any of the appearances set forth in this Agreement are cancelled or delayed due to matters of Force Majeure,  as such term is defined below, Company and North shall use their reasonable efforts to reschedule such appearance as soon as possible  following such cancellation or delay. As used herein, the term Force Majeure shall mean war, civil unrest, acts of God, unusually severe  weather, environmental matters, failure of common carrier, governmental action, labor disputes, casualty, illness, injury and/or emergency.

30. Confidentiality. The compensation terms of this Agreement hereunder and any financial information collected through the review of  Company's records or statements shall be treated by the parties as confidential information. The parties hereto agree not to disclose any  such terms, amounts or information to any other person or entity whatsoever other than its attorneys, accountants, or as required by law.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which  together shall constitute one and the same instrument.

  Page 11 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

   ANDY NORTH:





GOLFERS INCORPORATED:               /s/ Michael F. Abram   WITNESS: /s/ [ILLEGIBLE]  By: Michael F. Abram       Its: President       Date: 2-21-11

        /s/ Andy North   WITNESS: /s/ [ILLEGIBLE]  Andy North       Date: 2-20-11

  Page 12 of 12



Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011 
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:
21313


Ex Input:
Exhibit 10.9

                           CONTENT LICENSING AGREEMENT

                                     between

                          Data Call Technologies, Inc.                              600 Kenrick, Suite B-12                               Houston, Texas 77060

                      hereinafter referred to as Licensor

                                       and

                                 PLAN_B MEDIA AG                                  Schaafenstr. 25                                   50676 Cologne                                      Germany                        hereinafter referred to as plan_b

1    PURPOSE  OF  THE  AGREEMENT

     1.1  The purpose  of  this  content  distribution  Agreement  (hereinafter           Agreement)  is  to  set  forth  the terms and conditions under which           plan_b  may  use  the  Content  (Content as set forth in APPENDIX 2)           owned  or  licensed  by  LICENSOR  for  a  commercial  distribution to           plan_b's  End  Users  in  the  territory  (Territory as set forth in           APPENDIX  2).

     1.2  End User  means  any  third  Party  receiving  Content  on  a  mobile           device  for  a  payment in accordance with the terms and conditions of           this  Agreement  for  their  own  private  and  non-  commercial  use.

2    OBLIGATIONS  OF  LICENSOR

     2.1  LICENSOR  shall  make  a  first  delivery  of Content to plan_b within           14  days  after the signing of this Agreement unless separately agreed           between  the  Parties.

     2.2  LICENSOR  shall  deliver  Content  according  to  the  specifications           (for  example  formats,  file  sizes)  set  by  plan_b or to be agreed           between  the  Parties  in  writing.

     2.3  LICENSOR  grants  plan_b  for  the  term  of  this Agreement the right           to  produce,  market  and  distribute  Content  to  End  Users (in the           territory  specified  in appendix 2) through its own and its partner's           platform.

3    OBLIGATIONS  OF  PLAN_B

     3.1  plan_b  will  distribute  Content  to  End  Users  in  the  Territory           through  its  distribution  channels.

     3.2  plan_b  shall  use  reasonable  commercial  efforts  to  market  and           stimulate  interest  in  the  Content  with  its  customers.

     3.3  plan_b  shall  provide  LICENSOR  with  a  detailed  written  record,           which  includes the number of End User downloads and each distribution           channel.  Such  report  shall  be  provided  to LICENSOR in electronic           format  within  6  weeks  of  the  end  of  a  quarter.

     3.4  LICENSOR  shall  have  the  right  to  use  a  certified  public           accountant  to  inspect and audit all the related records and books of           plan_b to ensure plan_b's compliance with the terms of this Agreement.           In  the  event  that  any such audit reveals that plan_b has underpaid           fees  to  the value of ten (10) percent or more of the total amount of           payments  for  the  period covered by the audit, plan_b shall bear the           cost  of  the audit and shall in any event immediately pay to LICENSOR

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





          the  full  value  of the underpaid or under-reported fees. Such audits           shall  normally  be conducted during normal business hours at plan_b's           premises.

4    REVENUES

     4.1  plan_b  shall  pay  LICENSOR  a  share of its revenues as set forth in           APPENDIX  2  (REVENUES).

     4.2  All shares  are  net,  plus  the  respective  applying value added tax           (if  applicable).

5    INTELLECTUAL  PROPERTY  RIGHTS

     5.1  LICENSOR  is  the  owner  of  all  intellectual  property  rights,           including  without  limitation,  any  and all patents, utility models,           trade  marks,  rights  in  designs,  trade,  business or domain names,           know-how,  rights  in  databases and copyrights, rights in inventions,           ideas, concepts, trade secrets and confidential information which have           to  be  given  to  fulfill  this  contract.

     5.2  In the  alternative,  if  LICENSOR  is  not  the  sole  and  exclusive           owner  of  all  of  the  foregoing intellectual property rights to the           Content,  LICENSOR  has  been  granted  by  the  owner  or  rightful           sub-licensee  of the intellectual property of the Content the right to           grant  the rights provided by LICENSOR to plan_b under this Agreement.

     5.3  LICENSOR  grants  to  plan_b  a  license  to produce, use, distribute,           promote  and  publicly  display  the  Content  in any possible way for           distribution and marketing purposes. Additionally, Licensee shall have           the  right  to  use  the trademarks, trade names, or logos relating to           Content  (the  TRADEMARKS).

     5.4  LICENSOR  warrants  that  Content  does  not  infringe an intellectual           property  right  enforceable in the agreed country of delivery or use.           LICENSOR indemnifies and holds harmless plan_b against all claims that           Content  infringes any of the above mentioned rights of a third Party.           LICENSOR  shall  pay  all damages awarded in a trial to a third Party.

6    CONFIDENTIALITY

     6.1  Each Party  shall  keep  in  confidence  all material and information,           including  without  limitation  Content, received from the other Party           and  marked  as  confidential  or  which  should  be  understood to be           confidential,  and  may  not  use such material or information for any           other  purposes  than  those  set  forth  in  this  Agreement.  The           confidentiality  obligation shall, however, not be applied to material           and  information,  which  as  shown  by  the  receiving  Party,

          6.1.1 is generally  available  or  otherwise  public;  or

          6.1.2 the receiving  Party  has  received  from  a third party without                any  obligation  of  confidentiality;  or

          6.1.3 was in  the  possession  of  the  receiving  Party  prior  to                receipt  of  the same from the other Party without any obligation                of  confidentiality  related  thereto;  or

          6.1.4 the receiving  party  has  independently  developed  without                using  material  or  information  received  from the other Party.

     6.2  Each Party  shall  promptly  upon  termination  of  this  Agreement or           when the Party no longer needs the material or information in question           for  the  purpose  stated  in  this Agreement cease using confidential           material and information received from the other Party and, unless the           Parties  separately  agree on destruction of such material, return the           material  in  question  (including  all  copies  thereof).

     6.3  The rights  and  responsibilities  under  this  section  shall survive           any  termination  or  cancellation  of  this  Agreement  for  2 years.

7    TERM OF  THE  AGREEMENT  AND  TERMINATION

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





     7.1  Unless  otherwise  stated  in  the  Appendix  the  term of this letter           Agreement  shall  continue  for  twenty-four  (24)  months  with  the           effective  date  unless  terminated sooner or extended pursuant to the           terms hereof (Initial Term). The Initial Term shall automatically be           extended  for  an additional period of half a year unless either party           provides  the  other party with written notification of termination of           the  letter  Agreement  at  least 60 days prior to end of such period.

     7.2  Either  Party  shall  be  entitled  to  cancel  this  Agreement if the           other Party is materially in breach of the terms of this Agreement. If           the  breach  of  contract is capable of being remedied, this Agreement           can  be  cancelled  only  provided  that  the  Party in breach has not           rectified  its breach within thirty (30) days of the written notice by           the  other  Party.

     7.3  Either  Party  may  cancel  this  Agreement  already prior to the date           of  its  fulfillment,  if it becomes evident that the other Party will           commit  a  breach  of  contract  entitling  to  cancellation  of  this           Agreement.

     7.4  Upon termination  or  cancellation  of  this  Agreement  plan_b  shall           cease to use Content for any purpose and delete Content from any files           and  data  storage.

     7.5  After termination  of  this  contract,  there  shall  be  a  sell-off           period  (defined  in  APPENDIX 2) following the date of termination of           this  contract.

8    MISCELLANEOUS

     8.1  The Parties  acknowledge  that  they  act  as  independent contractors           and this Agreement does not constitute any partnership, joint venture,           agency  relationship  or  other independent legal entity separate from           the  Parties.

     8.2  Neither  Party  shall  assign  or  transfer  to  any  third  party,           without  the  prior written consent of the other Party, this Agreement           or  any  rights  granted  herein.

     8.3  Any amendments  to  this  Agreement  shall  be  in  writing  and shall           have no effect before signed by the duly authorized representatives of           the  Parties.

     8.4  All  payments  will  be  made  to  Licensor  in United States dollars.

9    SEVERABILITY

     9.1  In the  event  that  any  provision  in this Agreement will be subject           to  an  interpretation  under which it would be void or unenforceable,           such  provisions  will be construed so as to constitute it a valid and           enforceable provision to the fullest extent possible, and in the event           that  it  cannot  be  so construed, it will, to that extent, be deemed           deleted  and  separable  from  the other provisions of this Agreement,           which  will  remain  in full force and effect and will be construed to           effectuate  its  purposes  to  the  maximum  legal  extent.

10   GOVERNING  LAW  AND  VENUE

     10.1 This Agreement  shall  be  governed  and  construed in accordance with           the  laws  of  the  United  States of America. The courts of competent           jurisdiction  at  New  York  City,  New York, shall have the exclusive           jurisdiction  over  any  dispute  arising out of or in connection with           this  Agreement.

     10.2 This Agreement  has  been  prepared  in  two (2) identical copies, one           for  each  Party.

PLAN_B  MEDIA  AG                  PLAN_B  MEDIA  AG

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





03/24/06                           03/24/06 ______________________________     _____________________________ Date                               Date

/s/  Heim  Brecht                  /s/  Stefan  Meyes-Sickenagel ______________________________     _____________________________ Signature                          Signature

Heim  Brecht                       Stefan  Meyes-Sickenagel ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

CIO                                COO ______________________________     _____________________________ Title/Position                     Title/Position

LICENSOR                           LICENSOR

3/23/06 ______________________________     _____________________________ Date                               Date

/s/  James  Ammons ______________________________     _____________________________ Signature                          Signature

James  Ammons ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

President  and  CEO ______________________________     _____________________________ Title/Position                     Title/Position

APPENDIX  I

1.   CONTACT  PLAN_B  MEDIA  AG

     Name:         Matthias  Hellmann

     Position:     Head  of  Content

     Phone:        XXXXXXXXXXXXX

     Email:        XXXXXXXXXXXXXXX

2    CONTACT  LICENSOR

     Name:         Jim  Ammons

     Position:     CEO  /  President

     Phone:        866-219-2025

     Email:        ammons@datacalltech.com

3    CONTACT       LICENSOR  AGENT  (IF  APPLICABLE)

     Name:

     Position:

     Phone:

     Email:

4   BANK  ACCOUNT  LICENSOR

    Bank name:     Bank  Of  America

    Bank address:  Dallas,  Texas

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





    Country:       USA

APPENDIX  2

1    CONTENT,  SHARE  &  TERRITORY

     1.1  Contract  name (for internal plan_b-ware use): Data Call Technologies,      Inc.

CONTENT                          LICENSOR       TERRITORY            TERMINATION                                   SHARE

Top  News  Headlines Top  Business  Headlines Science/Health  News Entertainment  Headlines

National  Football  League National  Basketball  Association National  Hockey  League Major  League  Baseball NCAA  Football NCAA  Men's  Basketball Professional  Golf  Association NASCAR

Latest  Sports  Lines               45%        Worldwide             24  months Latest  Sports  Headlines Thought  for  Today Market  Details World  Financial  Highlights Weather: Current  Conditions 48-Hour  Forecast 7-Day  Forecast Weather  Alerts Doppler  Weather  Radar

2    TERMS

     2.1  Contract  start:  04-01-06

     2.2  Contract  end:  04-01-08

     2.3  Commercial  distribution  possible  from:

     2.4  Sell-off  period:  3  months  after  termination

3    PAYMENTS  AND  REPORTS  TO  LICENSOR

     3.1  Reporting:  Quarterly;  30  days  after  end  of  quarter

     3.2  Payment  terms:  30  days  after  receipt  of  invoice

4    EXCLUSIVITY  COPYRIGHT

     4.1  Content  exclusive:  [ ]  Yes  [ ]  No

     4.2  Copyright:

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?

Ex Output:
2667


Ex Input:
SERVICES AGREEMENT CONQUER RISK MANAGED VOLATILITY FUND CONQUER RISK TACTICAL ROTATION FUND CONQUER RISK TACTICAL OPPORTUNITIES FUND CONQUER RISK DEFENSIVE BULL FUND

AGREEMENT dated as of June 24, 2020, between PFS Funds (the Trust), a Massachusetts business trust, and Potomac Fund Management, Inc. (the Adviser), a Florida Corporation.

WHEREAS, the Trust has been organized to operate as an open-end management investment company registered under the Investment Company Act of 1940 (the Act); and WHEREAS, the Trust has engaged the Adviser to act as investment adviser to the Conquer Risk Managed Volatility Fund, Conquer Risk Tactical Rotation Fund, Conquer Risk Tactical Opportunities Fund, and Conquer Risk Defensive Bull Fund (each a Fund), series of PFS Funds; and WHEREAS, the Trust wishes to retain the Adviser to perform certain additional services as hereinafter described on behalf of the Fund; and WHEREAS, the Adviser wishes to provide such services to the Fund under the conditions set forth below; NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, the Trust and the Adviser agree as follows:

1. Employment. The Trust, being duly authorized, hereby employs the Adviser to perform the services described in this Agreement. The Adviser shall perform such services upon the terms and conditions hereinafter set forth. Any services undertaken by the Adviser pursuant to this Agreement, as well as any other activities undertaken by the Adviser on behalf of the Trust pursuant hereto, shall at all times be subject to any directives of the Board of Trustees of the Trust.

2. Trust Administration. The Adviser shall give the Trust the benefit of its best judgment, efforts and facilities in rendering its services. The Adviser shall at all times conform to: (i) all applicable provisions of the Act and any rules and regulations adopted thereunder; (ii) the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the Act as amended from time to time; (iii) the provisions of the Agreement and Declaration of Trust and the By-Laws of the Trust; and (iv) any other applicable provisions of state and federal law.

Subject to the direction and control of the Trust, the Adviser shall supervise the Fund's business affairs. In addition, to the extent not otherwise provided by other parties under agreements with the Trust, the Adviser shall supply: (i) non-investment related statistical and research data; (ii) the services of a Chief Compliance Officer for the Trust with respect to the

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Fund and (iii) executive and administrative services. The Adviser shall also assist with and/or supervise the preparation by the Trust's administrator, transfer agent, and/or auditors of: (i) tax returns; (ii) reports to shareholders of the Fund; (iii) reports to, and filings with, the Securities and Exchange Commission, state securities commissions and Blue Sky authorities including preliminary and definitive proxy materials and post-effective amendments to the Trust's registration statement; and (iv) necessary materials for meetings of the Trust's Board of Trustees. The Adviser shall provide personnel to serve as officers of the Trust if so elected by the Board of Trustees. Executive and administrative services include, but are not limited to, the coordination of all third parties furnishing services to the Fund, review of the books and records of the Fund maintained by such third parties, and the review and submission to the officers of the Fund for their approval, of invoices or other requests for payment of Fund expenses; and such other action with respect to the Fund as may be necessary in the opinion of the Adviser to perform its duties hereunder.

3. Allocation of Charges and Expenses. Except as set forth below, the Adviser will pay all operating expenses of each Fund specifically assumed by the Fund under the Management Agreement between the Trust and the Adviser dated June 24, 2020 (the Management Agreement), including without limitation the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator (excluding fees and expenses payable to the Adviser under this Agreement and the Management Agreement), accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; and all other operating expenses not specifically assumed by the Fund. For purposes of this Agreement, operating expenses shall not include advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund's shares (including expenses that the Fund is authorized to pay pursuant to Rule 12b-1 under the Act, if any).

The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), ADR fees, fees and expenses of acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust's Trustees and officers with respect thereto. The Fund also will pay the fees paid pursuant to the Management Agreement between the Adviser and the Trust, and all expenses which it is now or in the future may be authorized to pay pursuant to Rule 12b-1 under the Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any expenses advanced by the Adviser that the Fund is obligated to pay, and such reimbursement shall not be considered to

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be part of the Adviser's compensation pursuant to this Agreement.





4. Record Keeping and Other Information. The Adviser shall create and maintain all necessary records in accordance with all applicable laws, rules and regulations, including, but not limited to, records required by Section 31(a) of the Act and the rules thereunder, as the same may be amended from time to time, pertaining to the various functions performed by it and not otherwise created and maintained by another party pursuant to contract with the Trust. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the Act.

5. Audit, Inspection and Visitation. The Adviser shall make available to the Trust during regular business hours all records and other data created and maintained pursuant to the foregoing provisions of this Agreement for reasonable audit and inspection by the Trust or any regulatory agency having authority over the Trust.

6. Compensation. For the performance of the Adviser's obligations under this Agreement, including payment of certain expenses of each of the Funds pursuant to paragraph 3 hereof, each Fund shall pay the Adviser, on the first business day following the end of each month, a fee at an annual rate of 0.65% of a Fund's average daily net assets up to $25 million, 0.35% of a Fund's average daily net assets from $25 million to $100 million, and 0.25% of a Fund's average daily net assets for such assets in excess of $100 million.

The average value of the daily net assets of a Fund shall be determined pursuant to the applicable provisions of the Agreement and Declaration of Trust or a resolution of the Board of Trustees, if required. If, pursuant to such provisions, the determination of net asset value of a Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of a Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. If the determination of the net asset value of a Fund has been suspended for a period including such month, the Adviser's compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

7. Limitation of Liability. The Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither the Adviser nor its directors, officers, employees, shareholders, agents, control persons or affiliates of any thereof (collectively, the Adviser Employees) shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with any error of judgment, mistake of law, any act or omission in connection with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of the Adviser under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of the Adviser under this Agreement. Any person, even though also a director, officer, employee, shareholder or agent of the Adviser, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or

3

acting on any business of the Trust (other than services or business in connection with the Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder or agent, or one under the control or direction of the Adviser, even though paid by it. The Adviser is responsible for any information that it provides to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agent from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by the Adviser (or its officers, employees, directors and agents) for inclusion in the Fund's prospectus or statement of additional information. The Adviser agrees to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on the Adviser's part or the part of the Adviser's officers, employees, directors and agents in the performance of the Adviser's duties under this Agreement, or by reason of reckless disregard by any of such persons of the Adviser's obligations and duties under this Agreement.

8. Services for Others. Nothing in this Agreement shall prevent the Adviser or any affiliated person of the Adviser from providing services for any other person, firm or corporation, including other investment companies; provided, however, that the Adviser expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.

9. Renewal and Termination. The term of this Services Agreement shall begin on the date of execution and shall continue in effect for a period of two years. This Services Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually by vote of a majority of the Trustees who are not interested persons of the Trust or the Adviser. This Agreement may be terminated without the payment of any penalty by either party upon sixty (60) days' written notice to the other party. Upon the termination of this Agreement, the Trust shall pay the Adviser such compensation as may be payable for the period prior to the effective date of such termination. This Agreement shall automatically terminate in the event the Management Agreement is assigned or otherwise terminated.

10. The Trust. The term PFS Funds means and refers to the Trustees from time to time serving under the Trust's Agreement and Declaration of Trust as the same may subsequently thereto have been, or subsequently hereto may be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, officers, employees, agents or nominees of the Trust, or any shareholders of any series of the Trust, personally, but bind only the trust property of the Trust (and only the property of the Fund). The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (and only the property of the Fund) as provided in its Agreement and Declaration of Trust. A copy of the Agreement and Declaration of Trust is on file with the Secretary of State of Massachusetts.

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11. Miscellaneous. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate





the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Massachusetts. This Agreement may be amended at any time by written instrument executed by each of the parties hereto. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

PFS Funds By: /s/ Jeffrey R. Provence Print Name: Jeffrey R. Provence Title: Trustee, Secretary and Treasurer Potomac Fund Management, Inc. By: /s/ Manish Khatta Print Name: Manish Khatta Title: President

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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:

9234