THIS CORPORATE MEAL PROGRAM SERVICES AGREEMENT is made as of the date of the latter signature below (the “Effective Date”) between TATI EATS, LLC (the “Service Provider” or “tati”), and the person or entity described below (the “Company”), for the engagement of the Service Provider to provide the Services (as defined herein) during the Term (as defined herein) in connection with the Company’s enrollment in the corporate employee health and performance program operated by the Service Provider, comprising the preparation and delivery of individually profiled, chef-prepared meals to employer premises, together with an employee health benefits plan administered in partnership with a third-party Benefits Administrator (collectively, the “Program”).

This Agreement shall consist of this page (together, the “Cover Page”), the Schedules “A” (General Terms & Conditions) and “B” (Program Components), Exhibit 1 (Benefits Plan Documents), and all appendices, exhibits, warranties or other documents attached hereto or thereto, or otherwise incorporated by reference herein or therein, each of which is incorporated into and forms a part of this Agreement. The parties have signed this Agreement below indicating their intention to be bound, for good and valuable consideration, which signatures may be in counterparts, delivered by any means for delivery of notices permitted hereunder.

1. DEFINITIONS: Any capitalized or otherwise defined term used in this Agreement shall have the meaning ascribed in this Agreement regardless of whether such meaning is ascribed earlier or later in this document than the reference in question. Any definitions contained in this Agreement shall include any necessarily corresponding definitions as the context may require. In addition, and without limiting the foregoing, the following terms and expressions will have the following meanings in this Agreement and in the Schedules hereto:

2. SERVICES: On and subject to the terms and conditions of this Agreement, the Company hereby engages tati as an independent contractor to provide to the Company during the Term the Program and the following services (collectively, the “Services”), as more particularly described in Schedule “B”:

3. STANDARDS & PARTICULARS OF SERVICE: In performing the Services, the Service Provider shall comply with the following terms:

4. USE OF PERSONNEL AND AFFILIATES: In the performance of the Services, the Service Provider may employ or utilize the services of such of its own employees, subcontractors or vendors with respect to any of its rights or obligations under this Agreement as it may deem necessary in its discretion, such that Services may be performed by such parties, provided that the Service Provider is responsible for all compensation to such parties. Notwithstanding, all Compensation herein shall be payable solely to the Service Provider and not to any such affiliate, employee, contractor, vendor or other representative, notwithstanding that the Company may interact directly with such persons from time to time.

5. COVENANTS OF THE COMPANY: During the Term, the Company shall comply with the following terms:

6. FOOD SERVICE, SAFETY AND HEALTH: The parties covenant and agree as follows:

7. BENEFITS AND TAX: The parties covenant and agree as follows:

8. COMPENSATION AND PAYMENT: In consideration of the provision of the Services, the Company shall pay to the Service Provider, the program fee (the “Compensation”) calculated on the Commercial Terms set out in Schedule “C”, being the product of the price per meal, the number of meals per week and the number of Enrolled Employees, less any agreed pre-tax Employee Contribution. The Company may add or remove Enrolled Employees on not less than seven (7) days' written notice, and the Compensation shall adjust in the billing cycle following the effective date of the change. In addition, the Company shall reimburse the Service Provider, not in advance, for all out-of-pocket costs or expenses actually incurred by the Service Provider and its affiliates, employees, contractors, vendors and other representatives in the course of performance of any additional or out-of-scope Services, as agreed to in writing by the parties from time to time (“Reimbursable Expenses”).

The Company shall pay the first (1st) month's Compensation in advance prior to the first delivery date. Such payment confirms the Company's commitment to commence the Program and is non-refundable, except where tati fails to commence the Program for reasons attributable to tati, and shall be applied against the Compensation for the first month in which deliveries occur. Commencing in the second (2nd) month of the Term, tati shall invoice the Company on the first (1st) business day of each calendar month for the Compensation in respect of meals actually delivered during the immediately preceding month, based on the actual Enrolled headcount during that period, such that no Compensation are billed twice by reason of the advance payment under this Section.

Each invoice shall be due and payable on a net thirty (30) days basis, by direct deposit or such other method as tati may direct. tati shall be solely responsible for the remittance of all taxes and other contributions payable as a result of any Compensation paid to it under this Agreement. Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) on the outstanding balance from the due date until paid. Without limiting any other remedy, tati may suspend deliveries following fourteen (14) days of non-payment on forty-eight (48) hours' written notice.

9. TERM & TERMINATION: This Agreement shall come into force and effect on the Effective Date and shall continue for an initial term equal to that period of time set out on the Cover Page (the “Initial Term”) and thereafter shall automatically renew on a rolling quarterly (three (3) month) basis (each a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated in accordance with this Section, as follows:

10. TITLE; INTELLECTUAL PROPERTY: The partes acknowledge and agree that the Service Provider shall have exclusive ownership and title to (a) all recipes, menus, program methodologies, profiling systems, software, trade names, trademarks, brand assets and other intellectual property used in connection with the Program are and shall remain the sole and exclusive property of tati and its licensors, and (b) all pre-existing or independently acquired (that is, other than through the Company) materials, documents, intellectual property and other property and assets used by the Service Provider in performing the Services. Neither party will by virtue of this Agreement or otherwise, acquire title to or any other rights of any kind in or to the said property of the other party, or any part of it, and each party agrees that should any right, title or interest in or to the other party’s said property become vested in such party by operation of law or otherwise, it hereby irrevocably assigns to the said other party any such right, title or interest and agrees to execute any documents reasonably requested to evidence such assignment.

Each party hereby expressly waives all rental and lending rights under applicable laws (whether implemented pursuant to the EC Rental and Lending Rights Directive or otherwise) to which such party may now be or hereafter may become entitled in connection with intellectual property it produces which is stated to be the property of the other party above, and further, hereby expressly waives and relinquishes any so-called “moral rights” or “droit moral rights” of authors, as said term is commonly understood, in and to any of the said intellectual property. Each party (and/or its assignees and licensees) shall have the absolute and unfettered right to edit, modify, supplement, reproduce, manipulate, publish, advertise, disseminate, display and otherwise exploit and deal with its intellectual property and derivatives thereof.

Notwithstanding, the Service Provider hereby grants to the Company a license during the Term to use the “tati” name and logo solely to communicate the Program to its own personnel during the Term. No other use of tati's intellectual property is permitted without tati's prior written consent.

11. CONFIDENTIALITY: Neither party shall, directly or indirectly, disclose, communicate, publish or disseminate any Confidential Information of the other party, or, by any act or omission below the standard of care a reasonable person would take to protect its own confidential information, cause or fail to take reasonable steps to prevent the disclosure of such Confidential Information, nor shall such party use any of the Confidential Information of the other party for any purpose other than the performance of this Agreement. For these purposes, “Confidential Information” means any of the following, in any media or form: (a) all non-public information concerning the business, affairs, organization and/or financial position of the other party and its affiliates, (b) all particulars of the other party’s intellectual property and materials which are stated to be its property pursuant to this Agreement, and (c) all particulars of the Services and all processes, know-how, workstreams and working strategies by which they are performed, including pricing, employee data, dietary profiles, business methods and financial terms.

Without limiting the generality of the foregoing, tati shall treat all Enrolled Employee dietary profiles and health information as sensitive personal data, shall use such data solely to deliver the Program, shall apply commercially reasonable administrative, technical and physical safeguards to protect it, and shall not share such data with any third party other than the Benefits Administrator to the extent required for tati Benefits enrollment. Each party shall comply with all applicable data-privacy and health-information laws in connection with the Program. To the extent that either party or the Benefits Administrator is or becomes a “business associate,” or handles “protected health information,” within the meaning of HIPAA, the parties shall execute any business associate agreement reasonably required.

12. LIMITATION CLAUSE: Other than as expressly contained herein, the Service Provider makes no representations, warranties or covenants such that all Services are provided on an ‘as is’ basis, and all implied warranties and conditions under applicable law are hereby excluded, including, without limitation, as to merchantability, fitness for a particular purpose, and any warranty as to any specific health, nutritional, performance or tax outcome. In no event shall the Service Provider be liable (whether based on warranty, contract, negligence or tort), for any indirect, incidental, consequential or special damages (including, without limitation, loss of profits) sustained by the following class of persons (collectively, the “Company Claimants”): the Company, any followers, subscribers or other consumers of the Content, or any affiliate, representative, employee or agent of the Company. In the event any liability of the Service Provider arises in connection with the Services or this Agreement (whether based on warranty, contract, negligence or tort), the aggregate of such liability of the Service Provider to all Company Claimants shall be limited to the aggregate of the total Compensation paid by the Company to tati in the three (3) months immediately preceding the event giving rise to the claim.

13. NON-EXCLUSIVITY: This Agreement is non-exclusive. Nothing herein shall prohibit tati from providing the same or similar services to other clients, and the Company may engage such other vendors as it may determine from time to time in its discretion, provided that the Company shall not resell, redistribute or make the Program available to any person (other than the provision of the Services to its Enrolled Employees) without tati's prior written consent.

14. INJUNCTIVE RELIEF: Each party acknowledges that any breach of or failure to comply with the terms of Section 10 or 11 by it will give rise to irreparable harm to the other party inadequately compensable in damages, including, without limitation, by damaging its goodwill, reputation and position in the marketplace. Accordingly, each party may, in addition to any other remedy available at law or under this Agreement, seek to enforce the performance of such terms by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damages, and notwithstanding that damages may be readily quantifiable, the other party agrees not to plead sufficiency of damages as a defense in any such proceeding.

15. INDEMNIFICATION: Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and its affiliates and their respective directors, officers, employees and agents from and against any third-party claims, damages, liabilities and reasonable expenses arising from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

16. RELATIONSHIP OF THE PARTIES: The parties acknowledge and agree that they are independent contractors, and neither is an agent, employee or partner of the other.

17. NO THIRD-PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

18. NOTICES: All notices, correspondence or demands by either party hereto shall be personally served or served by certified mail, return receipt requested, facsimile or e-mail transmission addressed to the address for the Company provided for on the Cover Page, or to the Service Provider at 51 NW 23rd Street, Miami, FL 3313, Email: alex@emanay.io. Delivery of a notice, correspondence or a demand shall be deemed to be complete on the day it is delivered if served personally, by facsimile or by e-mail, or otherwise on the third (3rd) business day after deposit in the U.S. mail.

19. FORCE MAJEURE: Any delay or non-performance of any obligation by either party under this Agreement resulting from any force majeure (including, without limitation, fire, storm, flood, earthquake, explosion, accidents, war, enemy action, sabotage, strikes, riots, insurrections, labour disputes, labour shortages, work stoppages, transportation embargoes or delays, utility failures or restrictive laws) or circumstance or other cause beyond such party’s control shall be excused and shall not be a default hereunder or breach hereof by such party.

20. AMENDMENTS: This Agreement may not be modified, supplemented or otherwise amended except with the written agreement of the parties.

21. SITE AND PLATFORM TERMS OF USE. The Company acknowledges that the Services may be provided and/or the parties may communicate via a website, mobile app or other cloud or SaaS based platform operated by the Service Provider or its affiliates from time to time (the “Platform”). The Company agrees that its use of the Platform shall be in accordance with this Agreement, subject to any additional terms of service, terms of use, terms & conditions or the like applicasble to the Platform as stated or referred to therein (the “Web Terms”). In the event of any conflict or inconsistency between this Agreement and the Web Terms, this Agreement shall prevail.

22. WAIVER: No waiver of any provision of this Agreement or other waiver, indulgence or failure to strictly enforce the terms hereof shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

23. SEVERABILITY: Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

24. ASSIGNMENT: The Company may not assign this Agreement or otherwise transfer the benefit or burden hereof without the prior written consent of the Service Provider, it being acknowledged that this Agreement is personal to the Company. The Service Provider may assign this Agreement without notice to the Company in the event of a sale by the Service Provider of all or substantially all of its assets or in connection with any merger, acquisition or reorganization in which the Service Provider participates.

25. CURRENCY: The Compensation and any other monetary amounts specified herein are in U.S. dollars.

26. REFERENCES: The division of this Schedule into Sections, subsections and further divisions, and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. Any reference in this Schedule to any such division shall be deemed to be a reference within this Schedule, unless stated otherwise or the context requires otherwise.

27. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade, Florida.

28. WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER AND THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

29. DISPUTE RESOLUTION; ARBITRATION. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship of the parties, including the validity, enforceability, or scope of this Section, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in the state and county specified in the Governing Law section of this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, except that the arbitrator shall have no authority to award punitive or exemplary damages unless such damages are expressly permitted by applicable law and may not be waived. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent immediate and irreparable harm pending the outcome of arbitration. Each party shall bear its own attorneys’ fees and costs unless otherwise awarded by the arbitrator.

30. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and each of their respective personal representatives, heirs, administrators, successors and assigns.

Enrollment of eligible W-2 Enrolled Employees into the tati Benefits stack, including (without limitation) unlimited telehealth ($0 copay), prescription coverage, FSA card (value by salary band), mental-health access, an annual blood draw and preventative care. Benefit terms are governed by the Plan Documents (Exhibit 1).