DIGITAL EATS, INC. D/B/A CATAPULT 
Fulfillment Kitchen Services Agreement
PLEASE READ THIS FULFILLMENT KITCHEN SERVICES AGREEMENT (TOGETHER WITH ALL ORDER FORMS (AS DEFINED BELOW) AND ANY SPECIFICATIONS (AS DEFINED BELOW), THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY DIGITAL EATS, INC. D/B/A CATAPULT (“CATAPULT”). BY ACCEPTING THIS AGREEMENT, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR USING CATAPULT’S SERVICES, YOU (“SERVICE PROVIDER”) AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF SERVICE PROVIDER DOES NOT AGREE TO ALL OF THIS AGREEMENT, DO NOT USE OR ACCESS CATAPULT’S SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS AND ON BEHALF OF SERVICE PROVIDER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1.	SERVICE PROVIDER’S SERVICES 
1.1	Order Forms. This Agreement may be implemented through one or more written order forms (each, an “Order Form”). Any change to the terms of this Agreement within an Order Form will apply only to the Services (as defined below) described therein.
1.2	Kitchen and Food Preparation Services. Service Provider agrees to provide certain commercial cooking, baking, and food preparation and packaging services (the “Services”) to cook, bake, prepare, and package Catapult’s proprietary menu items (“Menu Items”) offered under and in connection with the various restaurant and digital food brands owned and developed by Catapult (the “Brands”) according to each Menu Item’s written directions, instructions, standards, and specifications (the “Specifications”) provided to Service Provider by Catapult, which may from time to time be amended or updated by Catapult in its sole discretion. Service Provider shall only provide the Services with respect to those Brands elected by Service Provider as set forth in an applicable Order Form. Except as otherwise expressly required under a Brand Supply Agreement (as defined below), Service Provider shall be solely responsible, at its own cost and expense, for sourcing all ingredients and materials necessary to prepare the Menu Items, using suppliers of its choosing. Service Provider shall ensure that all such ingredients comply with the Specifications and are of a quality consistent with applicable industry standards and the applicable Brand. To the extent that a Brand requires the use of specific ingredients, products, or suppliers pursuant to a separate agreement between Service Provider and such Brand (a “Brand Supply Agreement”), Service Provider shall comply with the terms of such Brand Supply Agreement. Service Provider shall be solely responsible for procuring and maintaining sufficient inventory of ingredients and packaging materials necessary to prepare and fulfill orders for Menu Items in a timely manner in accordance with this Agreement.
1.3	Packaging Menu Items. Service Provider shall only package finished Menu Items for delivery to Catapult’s customers in packaging designated in the Specifications or otherwise approved by Catapult in writing. Service Provider shall not use or display any trademark, service mark, trade name, logo, or other indicia or origin on any packages of finished Menu Items except for the Trademark(s) (as defined below) used in connection with the Brand to which the packaged Menu Item(s) belong, including without limitation any of Service Provider’s own trademarks, service marks, trade names, logos, or other indicia of origin.
1.4	Third Party Delivery Services. Service Provider shall establish and maintain a system for making finished and properly packaged Menu Items easily accessible and identifiable to third-party delivery services’ delivery contractors, including without limitation communicating directly with third-party delivery services’ delivery drivers to the extent necessary to identify the commercial kitchen facility as set forth in an applicable Order Form (the “Location”) as the place of pick-up for Catapult’s Menu Items. At all times during the Term (as defined below), Service Provider shall cooperate with Catapult and take all action that Catapult or its counsel deems necessary to comply with the terms and provisions of Catapult’s agreements with third-party delivery services, including without limitation minimum hours of operation or promptly responding to any calls, emails, or other communications from Catapult relating to the third-party delivery services.
Except insofar as Service Provider must communicate with third-party delivery services’ delivery drivers, as provided above, all agreements, contracts, communications, and/or arrangements with third-party delivery services shall be exclusively between Catapult and such third-party delivery services. Service Provider agrees that it shall not under any circumstances attempt to, or represent to any person that it has the authority to communicate to any third-party delivery service, or such any such services’ contractors or employees, in relation to Catapult’s Brands or Menu Items, or negotiate, amend, alter, or waive any agreement, contract, or arrangement, or any terms or provisions thereof, with any third-party delivery service. Catapult shall exclusively control, in its discretion, all aspects of the Brands’ and Menu Items’ listing on any third-party delivery service platform, including without limitation the Menu Items offered and pricing. 
1.5	Operating Hours. Service Provider shall provide the Services with respect to each of Catapult’s Brands and Menu Items during the days of operation and hours of operation, as set forth in an applicable Order Form (“Days of Operation” and “Hours of Operation”, as applicable), during each period of two calendar weeks (each, a “Service Period”) throughout the Term, unless otherwise agreed by Catapult in writing. Service Provider and Catapult may mutually agree, from time to time, that Service Provider may deviate from the Days of Operation and Hours of Operation agreed to in this Agreement. If Service Provider is unable to provide the Services on a calendar day designated as one of Service Provider’s Days of Operation, Service Provider shall provide Catapult prior written notice of such no less than three (3) calendar days before the day Service Provider is unable to provide the Services, which written notice shall include an explanation for why Service Provider is unable to provide the Services. If Service Provider timely provides Catapult with the written notice described above, Service Provider’s failure to provide the Services on the day designated in the notice shall not constitute a default or breach of this Agreement by Service Provider.
2.	FEES; REVENUE SHARE
2.1	Fees. The fees, charges, and other amounts payable by Service Provider to Catapult for Catapult’s services under this Agreement (collectively, the “Fees”) and the associated payment terms are as set forth in an applicable Order Form or as otherwise agreed in writing by the parties. Catapult provides certain technology, ordering, logistics, support, and other services to Service Provider under this Agreement to enable Service Provider to perform the Services for Catapult’s Brands. In consideration of such services, Service Provider agrees that Catapult may, at any time and in its sole discretion, modify any existing Fees or introduce new Fees applicable to Catapult’s services (including without limitation any administration, technology, equipment, or other service fees) by providing Service Provider at least ten (10) days’ prior written Notice of such changes (a “Fee Change Notice”). Any such modified or new Fees will become effective on the date specified in the Fee Change Notice. If Service Provider does not agree to any Fee change, Service Provider’s sole and exclusive remedy shall be to terminate the applicable Order Form (and the related Catapult services and corresponding Services), and Service Provider will be deemed to have accepted any Fee change by continuing to receive Catapult’s services under the applicable Order Form after the effective date of such Fee change. 
2.2	Revenue Share; Payment; True-Ups; Chargebacks. Catapult shall offer and sell the Menu Items by and through online and app-based third-party delivery services, such as DoorDash, Grubhub, UberEats, and the like, for prices set and established exclusively by Catapult in its sole discretion. In consideration for Service Provider’s provision of the Services, Catapult shall pay to Service Provider the revenue share percentage set forth in an applicable Order Form (the “Revenue Share”), calculated based on the gross sales for such orders as reflected in the Platform Data (as defined below), subject to settlement adjustments under this Agreement. Catapult shall calculate and pay the Revenue Share on a semi-monthly basis on or about the fifteenth (15th) day and the last day of each calendar month, and in any event within three (3) business days thereafter, using the sales, payout, and settlement data made available to Catapult by the applicable third-party delivery service(s) (“Platform Data”) as of the last day of the applicable Service Period. Service Provider acknowledges and agrees that such Platform Data may be preliminary and remains subject to later adjustments, including without limitation refunds, chargebacks, cancellations, fraud reviews, promotional adjustments, reporting corrections, offsets, and other settlement adjustments. Accordingly, Catapult may from time to time perform reconciliations or “true-ups” to reflect updated Platform Data. If a true-up shows that Service Provider was underpaid, Catapult shall include the shortfall in a subsequent payment. If a true-up shows that Service Provider was overpaid, Catapult may deduct the overpaid amount from subsequent amounts payable to Service Provider or otherwise recover such amount from Service Provider. Catapult may set off and deduct from any amounts payable to Service Provider any amounts then due and payable from Service Provider to Catapult under this Agreement. For purposes of calculating Revenue Share and other amounts payable under this Agreement, the Platform Data used by Catapult shall control absent manifest error. Catapult may, in its discretion, dispute or contest chargebacks incurred on any third-party delivery service platform (“DSP”) with respect to orders fulfilled by Service Provider. In the event that Catapult successfully recovers any amounts as a result of such chargeback disputes (“Recovered Amounts”), Catapult shall retain fifty percent (50%) of such Recovered Amounts as a fee for managing the dispute process, and the remaining fifty percent (50%) shall be credited to Service Provider in a subsequent Revenue Share payment or as otherwise determined by Catapult in its reasonable discretion.
2.3	Waivers; Discounts; Promotional Pricing. Any waiver, discount, rebate, credit, or promotional pricing arrangement relating to any fees, charges, or Revenue Share under this Agreement (collectively, “Promotional Terms”) must be set out in an Order Form or other written instrument executed by Catapult. Unless expressly stated otherwise in the applicable Order Form or instrument, such Promotional Terms: (a) apply only to the specific Services, Brands, Locations, and period identified therein; and (b) will not be construed as a waiver or modification of fees, charges, or Revenue Share for any other Services, Brands, Locations, or periods, including any renewal term or subsequent Order Form. Upon expiration of any specified promotional period, Catapult may charge its then-current standard fees, charges, and Revenue Share percentages for the applicable Services as reflected in an Order Form, and such reversion to standard amounts shall not be deemed a modification of this Agreement.
2.4	No Investment from Service Provider. Service Provider shall not be required to make any capital investment or other non recoverable payment to Catapult other than amounts expressly set forth in this Agreement. Service Provider shall in no event be required to make any substantial, unrecoverable investment for the benefit of Catapult or the Brands, except as may constitute Service Provider’s ordinary business expenses incurred in operating a commercial kitchen.
3.	CATAPULT’S SERVICES
3.1	Access to Technology. Catapult shall provide Service Provider access to and use of certain technology and equipment for receiving orders from Catapult’s customers, as determined by Catapult in its sole discretion. Without limiting the generality of the foregoing, Catapult may provide Service Provider with all or some of the following:
(a)	A copy of Catapult’s confidential Specifications, as may be amended from time to time;
(b)	Access to order-routing technology and order feed through its accounts with third-party delivery services;
(c)	Access to technology aggregating orders received by Catapult across all third-party delivery service platforms through which Catapult offers its Brands and Menu Items, such that Service Provider may view orders from Catapult customers on a single platform; and
(d)	Use of a designated computer tablet for receiving and monitoring orders for Menu Items from Catapult customers through the third-party delivery services.
Service Provider acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, Catapult reserves the right, in its discretion, where Service Provider already uses any order‑aggregation or similar software system, to route or deliver orders through such system and to utilize Service Provider’s existing compatible hardware, devices, and systems for the receipt, monitoring, and processing of such orders.
3.2	Training. As further set forth in the Specifications, Catapult shall provide Service Provider with training on how to cook, bake, prepare, present, and package Catapult’s Menu Items for each Brand elected by Service Provider in an applicable Order Form (the “Training”). Catapult may provide the Training in any format it selects, which may include remote, telephonic, or other virtual training.
3.3	Opening Assistance. At Catapult’s sole cost and expense, Catapult shall assist Service Provider in the application of the Services to Catapult’s Menu Items during Service Provider’s first week providing the Services. 
3.4	Additional Training. At any time during the Term, Catapult may determine, in its sole discretion, that Service Provider, or its employees or contractors who are providing the Service for or on behalf of Service Provider, require additional training. If Catapult so determines that additional training is necessary, Service Provider’s employees must undergo additional training and complete such additional training to Catapult’s satisfaction. 
3.5	Third-Party Hardware and Software. Service Provider acknowledges and agrees that certain parts of Catapult’s services, including without limitation ordering and delivery services, may be provided or licensed by third-party hardware and software providers and Service Provider is solely responsible for obtaining (as applicable) and complying with all licenses and terms applicable to the use of any such third-party hardware or software. Catapult has no responsibility for, and makes no representations or warranties regarding, such third-party hardware or software or Service Provider’s use thereof. Catapult may use third-party artificial intelligence tools, including generative, predictive, and analytical systems, to support Catapult’s services and Service Provider acknowledges and agrees that any information provided by Service Provider to Catapult may be input into such artificial intelligence tools.
3.6	Communications; AI Agents. Catapult and its service providers may communicate with Service Provider and its personnel by text message, telephone, email, and in-application messaging for operational, support, administrative, training and marketing purposes, including regarding orders, inventory, payments, performance, and Catapult’s products and services. Service Provider consents, and shall ensure its personnel consent, to receiving such communications and to Catapult’s collection, recording, and use of related communications for operational, support, quality, training, analytics, and compliance purposes. Service Provider acknowledges that some such communications may be sent or handled by automated systems and conversational agents powered by artificial intelligence (“AI Agents”) rather than human agents, and agrees to inform its relevant personnel accordingly. Catapult may retain and analyze such communications, including via AI tools, to improve its services and the Brands.
3.7	Operational Data. Catapult may collect, use, and analyze data relating to orders, Menu Items, Brands, Locations, performance, and Service Provider’s use of Catapult’s technology and services, including Platform Data, in connection with providing, maintaining, and improving Catapult’s services and the Brands. To the extent such data is aggregated or de-identified so that it does not identify Service Provider, its personnel, or its customers, Catapult shall own all right, title, and interest in and to such aggregated or de-identified data.
4.	CONFIDENTIALITY AND NONDISCLOSURE
4.1	Confidential Information Defined. In the course of providing the Services, Service Provider shall learn certain nonpublic, proprietary confidential information of Catapult (the “Confidential Information”), including without limitation any of the information, knowledge, trade secrets or know-how utilized or embraced by Catapult relating to or in connection with Catapult’s Menu Items, recipes, methods, processes, customers, employees, contractors, practices, books, records, manuals, training, Specifications, written directives and instructions, pricing paradigms, sources of supply, business plans, suppliers, business contacts, data relating to sales performance of any and all Catapult Menu Items or Brands, all communications between Service Provider and Catapult, which are disclosed to or acquired by Service Provider directly or indirectly from Catapult in the course of the parties’ business relationship, or the negotiation or development thereof, or any other materials or information made available to Service Provider by Catapult that is a) designated as confidential, b) known by Service Provider to be considered confidential by Catapult, or c) is by its nature inherently or reasonably considered confidential.
Service Provider acknowledges Catapult’s exclusive ownership of the Confidential Information. Service Provider shall not, directly or indirectly, contest or impair Catapult or Catapult’s exclusive ownership of, and/or license with respect to, the Confidential Information.
4.2	Improvements to Confidential Information. If Service Provider or any of Service Provider’s employees, agents, consultants or contractors, develops improvements (as determined by Catapult) to the Confidential Information, Service Provider agrees and acknowledges that any such improvements shall be the sole and exclusive property of Catapult and be immediately deemed a part of and included among the Confidential Information. Service Provider hereby assigns and agrees to assign to Catapult all right, title and interest to all such improvements. 
4.3	Confidentiality and Nondisclosure. During the Term, Catapult grants Service Provider a non-exclusive, non-sublicensable right and license to use the Confidential Information (the “Confidential Information License”) solely to the extent that such use is necessary for providing the Services to Catapult. Neither Service Provider nor any of Service Provider’s employees, contractors, officers, managers, shareholders, members, agents, representatives, successors, or assigns, shall at any time during the term of this Agreement or after this Agreement has expired or been terminated, communicate, disclose, or use any Confidential Information for Service Provider’s or such person’s benefit, or the benefit of any third party, nor will Service Provider directly or indirectly aid any third party to imitate, duplicate or “reverse engineer” any of the Confidential Information. Service Provider agrees to use and permit the use of Confidential Information solely in connection with providing the Services and shall not, without Catapult’s prior written consent, copy, duplicate, record or otherwise reproduce any Confidential Information. Confidential Information may be provided to employees, agents, consultants, and contractors only to the extent necessary to provide the Services. Prior to such disclosure of any Confidential Information each of such employees, agents, consultants and contractors shall a) be advised of the confidential and proprietary nature of the Confidential Information and b) agree in writing to be bound by the terms and conditions of this Section. Notwithstanding such agreement, Service Provider shall indemnify Catapult and Catapult’s Indemnitees (as defined below) from any damages, costs or expenses resulting from or related to any disclosure or use of Confidential Information by Service Provider or Service Provider’s agents, employees, consultants, and/or contractors. Service Provider agrees never to copy, duplicate, record or otherwise reproduce any of the Confidential Information, in whole or in part, share it with any other third party individual or entity (except as provided herein), store it in a computer or other electronic format, or otherwise make it available to any third party by any other means whatsoever.
In the event that Service Provider or any of Service Provider’s employees, agents, consultants or contractors receive notice of any request, demand, or order to transfer or disclose all or any portion of the Confidential Information, Service Provider shall immediately notify Catapult thereof, and shall fully cooperate with and assist Catapult in prohibiting or denying any such transfer or disclosure. Should such transfer or disclosure be required by a valid, final, non-appealable court order, Service Provider shall fully cooperate with and assist Catapult in protecting the confidentiality of the Confidential Information to the maximum extent permitted by law.
Immediately upon any termination or expiration of this Agreement, Service Provider shall return, or cause to be returned, the Confidential Information, including without limitation, that portion of the Confidential Information which consists of analyses, compilations, studies or other documents containing or referring to any part of the Confidential Information, prepared by Service Provider or any of Service Provider’s employees, agents, consultants or contractors, and all copies thereof.
The Confidential Information License granted herein shall forever and immediately expire upon the termination or expiration of this Agreement.
4.4	Co-Location With Other Virtual Brands. Service Provider acknowledges that, in connection with this Agreement, it has received and will continue to receive Confidential Information of Catapult and that such Confidential Information is highly valuable to Catapult. Service Provider shall not, directly or indirectly, disclose, furnish, make available, or use any Confidential Information for the benefit of any other virtual or digital brand or any “ghost kitchen” concept, except as expressly authorized by Catapult in writing. Notwithstanding the foregoing, Service Provider’s provision of services, equipment, or facilities to other virtual brand providers operating within the same kitchen in which Catapult operates shall not, in and of itself, constitute a breach of this Agreement, provided that Service Provider remains in full compliance with its confidentiality and non-use obligations under this Agreement.
4.5	Non-Disparagement. Neither Service Provider nor any of Service Provider’s employees, contractors, officers, managers, agents, representatives, successors, or assigns, shall at any time during the Term of this Agreement or after this Agreement has expired or been terminated, shall disparage or otherwise speak or write negatively, directly or indirectly, of Catapult, or any of Catapult’s employees, directors, officers, agents, shareholders, successor or assigns, or any of the Brands or Menu Items, either existing or which may exist in the future, or take any other action that would, directly or indirectly, subject any of the foregoing to ridicule, scandal, reproach, scorn, or indignity, or which would negatively impact or injure the goodwill of the foregoing.
5.	TRADEMARKS
5.1	License. Catapult grants Service Provider a limited non-exclusive, non-sublicensable, revocable right and license (the “Trademark License”) to use the Trademarks (as defined below) which are associated with the Brands expressly elected by Service Provider in an applicable Order Form. Catapult may revoke the Trademark License at any time during the Term, provided that the Trademark License shall forever and immediately expire upon the expiration or earlier termination of this Agreement. Service Provider shall only use the Trademarks as specifically provided in this Agreement, in connection with Menu Items prepared in accordance with Catapult’s Specifications, and/or as otherwise designated in writing by Catapult from time to time. Pursuant to the Trademark License, Service Provider agrees that it will:
(a)	Only use the Trademarks on bags, cups, boxes, containers, and other packaging that Catapult has approved for delivery of the Menu Items to Catapult customers and on signage, displays, or other advertising materials to be placed on or around the Location consistent with Catapult’s written instructions provided to Service Provider from time to time;
(b)	Not alter or change any portion of any of the Trademarks, except for the size when necessary to otherwise comply with this Agreement and/or Catapult’s written instructions provided to Service Provider from time to time;
(c)	Not use or display any of the Trademarks in a way that tends to, or is likely to, portray, communicate, or create the impression that Service Provider is an affiliate, partner, franchisee, outlet, agent, or representative of Catapult or the Brands;
5.2	Ownership. Service Provider agrees and acknowledges that the trademarks, service marks, or other indicia of origin used in connection with, and symbolizing the goodwill associated with, Catapult’s Brands and the corresponding Menu Items, including without limitation those listed in Exhibit A to this Agreement (the “Trademarks”), and any variations thereof and future Trademarks that may be developed and licensed to Service Provider by Catapult in connection with this Agreement and the Services, are the sole and exclusive property of Catapult. Service Provider does not own, and agrees not to claim or assert any ownership over, any of the Trademarks. Any use of the Trademarks by Service Provider outside or in violation of the Trademark License granted hereunder shall constitute an infringement of Catapult’s intellectual property rights in and to the Trademarks. 
Service Provider shall not use any of the Trademarks as part of its corporate or other name. Service Provider shall comply with Catapult’s instructions, and shall execute any documents deemed necessary by Catapult, or its counsel, in filing and maintaining any requisite trade name or fictitious name registrations in connection with the Trademarks.
Service Provider agrees to immediately notify Catapult of any (i) infringement of the Trademarks or challenge to the use of any of the Trademarks or (ii) claim by any person of any rights in or to any of the Trademarks. Service Provider shall not communicate with any person except Catapult or its counsel in connection with any such infringement, challenge or claim. Catapult, in its discretion, may take such action as Catapult deems appropriate, and shall exclusively control any litigation or proceeding arising from any infringement, challenge, or claim or otherwise relating to any of the Trademarks. Service Provider agrees to execute any and all instruments and documents, render such assistance and do such acts and things as may, in Catapult’s opinion or in the opinion of its counsel, be necessary or advisable in any such litigation or proceeding or to otherwise protect or maintain Catapult’s rights and interest in the Trademarks.
Service Provider shall not assign, pledge, mortgage, or otherwise encumber its rights to use any of the Trademarks.
6.	TERM; TERMINATION.
6.1	Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for the term set forth in an applicable Order Form, unless sooner terminated pursuant to the terms of this Agreement (the “Term”). This Agreement shall automatically renew upon expiration of the Term, unless either party desires not to renew the Agreement and the non-renewing party provides written notice to the other party of the non-renewing party’s intent not to renew at least thirty (30) days prior to the expiration date of this Agreement.
6.2	Termination. 
(a)	Termination Without Cause. Subject to Section 6.3, either party may terminate this Agreement upon 30 days’ written notice without cause.
(b)	Termination for Cause. Subject to Section 6.3, either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party:
(i)	Becomes insolvent or admits its inability to pay its debts generally as they become due;
(ii)	Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(iii)	Is dissolved or liquidated or takes any corporate action for such purpose;
(iv)	Makes a general assignment for the benefit of creditors;
(v)	Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
(vi)	Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fourteen (14) days after receipt of written notice of such breach. A material breach capable of cure under this Subsection shall include, without limitation, Service Provider failing to provide the Services consistent with and in accordance with Catapult’s Specifications.
(c)	Service Provider’s Material Breach Incapable of Cure. For purposes of Section 6.2(b)(vi) above, a material breach by Service Provider incapable of cure shall include without limitation:
(i)	Service Provider’s breach of any of their confidentiality and nondisclosure obligations and/or the Trademark License; or
(ii)	 Catapult receiving on any of the third-party delivery services platforms, with respect to Menu Items prepared by Service Provider, either an average star rating equal to or less than 3.7 stars over a period of ninety (90) days or a lifetime average star rating equal to or less than 4 stars.
(d)	Service Provider’s Post-Termination Obligations. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: 
(i)	Deliver and return to Catapult all documents, work product, and other materials and things, whether or not complete, containing, incorporating, reflecting, or referring to any Confidential Information, and immediately erase and delete all Confidential Information located on any computer or mobile phone, and destroy any hard copy paper or document, or portion thereof, containing any of the same;
(ii)	Deliver to Catapult, or at Catapult’s election make available for Catapult to pick up from the Location, all materials and things provided to Service Provider in connection with this Agreement, including without limitation all marketing materials containing any of the Trademarks, and immediately remove any Trademarks displayed in or around the Location;
(iii)	Return all computer tablets and other equipment or technology provided to Service Provider in connection with this Agreement, including, without limitation, by (A) making such items available for pick‑up at the Location at such times as Catapult may reasonably request, or (B) securely packaging and shipping such items, within the timeframe reasonably specified by Catapult, using any prepaid shipping labels or other return method provided or designated by Catapult, and ensuring that all such items are returned in good working condition (ordinary wear and tear excepted), with Catapult assisting in arranging the return of such items; provided that, if Service Provider fails to so cooperate with Catapult, unreasonably delays the return, or otherwise prevents Catapult from recovering any such items within the timeframe specified by Catapult, Service Provider shall be responsible for an amount equal to the then-current replacement cost of the applicable items, as reasonably determined by Catapult;
(iv)	Immediately pay to Catapult any and all actual and consequential damages, costs, and expenses incurred by Catapult as a result of Service Provider’s default;
(v)	Strictly comply with, observe, and abide by all of the provisions and covenants contained in this Agreement that either expressly, or by their nature, survive termination or expiration of this Agreement;
(vi)	Not operate or do business under any name or in any manner whatsoever that might tend to give the general public the impression that Service Provider represents or is in any way affiliated with Catapult; 
(vii)	Comply with all other reasonable instructions Catapult gives in connection with the termination of this Agreement; and
(viii)	Certify in writing to Catapult within three (3) days of the date of termination or expiration of this Agreement that Service Provider has complied with all of the provisions and obligations contained in this Section.
6.3	Early Termination. Service Provider acknowledges that Catapult’s provision of training services and other materials and things for Service Provider to provide the Services constitutes an unrecoverable investment by Catapult into the parties’ anticipated business relationship. Therefore, in the event Service Provider terminates this Agreement without cause, or Catapult terminates this Agreement based on Service Provider’s failure to cure a material default or committing a material default incapable of cure, within sixty (60) days after the Effective Date of this Agreement, Service Provider shall, in addition to Service Provider’s other post-termination obligations under this Agreement, pay to Catapult, as liquidated damages and not as a penalty, an amount equal to the total of all Revenue Share payments remitted to Service Provider under this Agreement up to the date of termination. The parties acknowledge and agree that, as of the Effective Date, Catapult’s actual damages in such circumstances would be difficult to ascertain and that the foregoing amount constitutes a reasonable estimate of such damages in light of Catapult’s unrecoverable investments in training, equipment, and other start-up costs. Service Provider shall be deemed to have forfeited any Revenue Share payments outstanding as of the date of termination, and Catapult shall have no obligation to remit to Service Provider the same.
7.	INDEPENDENT CONTRACTOR
7.1	Independent Contractor. It is understood and acknowledged that the Services which Service Provider shall provide to Catapult hereunder shall be in the capacity of an independent contractor. Nothing in this Agreement shall create the relationship of employer, joint employer, partner, affiliate, joint venture, representative, or agent between or among Service Provider and Catapult. No fiduciary duty is owed by or exists between the parties hereto. Except as otherwise required for Service Provider to adhere to the Specifications and maintain the quality, reputation, and goodwill of the Brands symbolized by the Trademarks pursuant to the Trademark License, Service Provider shall control the conditions, details, and means by which Service Provider performs the Services. Service Provider has no authority to commit, act for, or on behalf of Catapult, or to bind Catapult to any obligation or liability whatsoever. Service Provider shall not be eligible for and shall not receive any employee benefits from Catapult and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Service Provider hereunder. Catapult shall not control or have access to Service Provider’s funds or financial information, except as necessary to pay Service Provider its Revenue Share.
7.2	No Agency. Nothing contained in this Agreement authorizes or permits Service Provider to make any contract, agreement, warranty or representation, or to incur any debt or obligation, in Catapult’s name or on Catapult’s behalf. Service Provider shall not represent that it has, or hold itself out to third parties as having, any power, authority, or permission to bind or obligate Catapult or Catapult’s Indemnitees (defined below). Nothing contained in this Agreement authorizes or permits Service Provider to offer or sell any of Catapult’s Menu Items in its own name or on its own behalf. 
7.3	Service Provider’s Employees. Service Provider is, and shall at all times be, an independent business from Catapult. Service Provider shall at all times be considered the sole employer of Service Provider’s employees and be exclusively responsible for determining the working hours, task and duties assignments, wages, salaries, disciplinary measures (including termination), benefits, vacation time, promotions, demotions, sick time policies, training (except for the Training of Service Provider’s staff), hiring and firing decisions, and all other policies and practices concerning or related to its employees; provided however, Service Provider shall at all times maintain a sufficient amount of staff at the Location to timely fill all orders received by Catapult through the third-party delivery services.
8.	INDEMNIFICATION 
8.1	Indemnification. Service Provider shall indemnify, defend, and hold harmless Catapult and its employees, contractors, officers, owners, managers, shareholders, members, agents, representatives, successors, or assigns (collectively, “Catapult’s Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, proceedings, suits, investigations, awards, penalties, fines, costs, or expenses of whatever kind, including Catapult’s costs and expenses of enforcing any right to indemnification under this Agreement, including Catapult’s reasonable attorneys' fees and costs, and the costs of pursuing any insurance providers in connection thereto, arising out, relating to, or occurring in connection with Service Provider’s, or any of Service Provider’s employees, contractors, officers, owners, managers, shareholders, members, agents, representatives, successors, or assigns (collectively, “Service Provider’s Indemnitees”), except if the claim is the result of Catapult’s willful or reckless misconduct:
(a)	Violation, breach, or asserted violation or breach of any contract, federal, state or local law, regulation, ruling, standard or directive or any industry standard;
(b)	Libel, slander, or any other form of defamation of Catapult or the Brands;
(c)	Violation or breach of any warranty, representation, agreement or obligation of Service Provider under this Agreement;
(d)	Employment related liability, including without limitation, any liability that may arise under any federal, state, or local labor or employment law, rule, regulation, ordinance, including without limitation, joint employer liability, or any data breaches or cybersecurity breaches related to data in Service Provider’s possession;
(e)	 Acts, errors, negligence or omissions, whether arising from or in connection with the Services or otherwise, resulting in (i) personal injury, illness, food poisoning, death or property damage suffered by any customer of Catapult or any visitor, operator, employee, contractor, supplier, vendor, or invitee of Service Provider, including arising from or in connection with Service Provider cooking, baking, preparing, or packaging Catapult’s Menu Items, and (ii) crimes committed on or near any of the premises or facilities of the Location.
8.2	Service Provider agrees to give Catapult written notice of any such claim, action, proceeding, suit, or investigation immediately upon Service Provider’s actual or constructive knowledge thereof. Catapult shall at all times have the absolute right to retain counsel of its own choosing in connection with the same. Service Provider shall not enter into any settlement, stipulation, consent, or any other similar disposition of any such claim without Catapult's prior written consent.
8.3	In the event Catapult’s exercise of its rights under this Section actually results in Service Provider’s insurer (the “Insurer”) refusing to pay on a third-party claim, all causes of action and legal remedies which Service Provider might have against the Insurer shall be automatically assigned to Catapult without the need for any further action. For the purposes of this Section 8.3, “actually results” means that, but for Catapult’s exercise of its rights under this Section 8, the Insurer would not have refused to pay on said third-party claim. In such event, Service Provider shall be required to indemnify Catapult for its reasonable attorneys’ fees, expenses, and costs incurred in connection with such insurance claim. 
9.	SERVICE PROVIDER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
Service Provider makes the following representations, warranties, and covenants in connection with this Agreement:
9.1	Duly Organized. Service Provider is a duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.
9.2	No Violations of Other Contracts. Service Provider has the full power and authority to enter into this Agreement and, doing so will not violate any other agreement to which Service Provider is a party.
9.3	Compliance with Laws. Service Provider is in compliance with and shall comply with all laws, rules, regulations, and ordinances applicable to the Services, including without limitation all requirements of state and local health departments and Federal, state, and/or local governmental departments or agencies regulating the cooking, baking, preparing, and packaging of food for human consumption. Service Provider has and shall maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to perform its obligations under this Agreement.
9.4	Resources and Expertise. Service Provider possesses the knowledge, expertise, staffing, equipment, and financial resources necessary and sufficient to provide the Services to Catapult pursuant to this Agreement in a workmanlike manner and consistent with industry standards and Catapult’s Specifications.
9.5	Service Provider’s Business. Service Provider operates and maintains a restaurant business independent of, and unrelated to, this Agreement, Catapult, and the Brands; providing the Services under this Agreement will not constitute starting a new business by Service Provider. 
10.	DISCLAIMER
10.1	Disclaimer. CATAPULT AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, RESULT, OUTCOME AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
11.	LIMITATION OF LIABILITY 
11.1	Limitation of Liability. IN NO EVENT SHALL EITHER CATAPULT OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, FOR SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE REVENUE SHARE PAID BY CATAPULT TO SERVICE PROVIDER HEREUNDER IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
12.	INSURANCE; BUSINESS LICENSES
12.1	Insurance. As of the Effective Date, and at all times during the Term of this Agreement, and any renewals and extensions thereof, Service Provider shall, at its own expense, maintain and carry insurance in full force and effect with financially sound and reputable insurers with an A.M. Best Rating of A-VII or better, or which Catapult otherwise approves in writing, that includes, but is not limited to:
(a)	Comprehensive General Liability Insurance including premises liability, products liability, and contractual liability coverage for bodily injury and property damage for an amount not less than $1,000,000 per occurrence with $2,000,000 aggregate. Coverage will also extend to cover personal/advertising liability for an amount not less than $1,000,000 per occurrence. Such policy must include Catapult, at the address listed in this Agreement, as an additional named insured to protect Catapult from any liability by reason of ownership, maintenance, or operation by Service Provider at the Location.
(b)	Workers’ Compensation Insurance as required by law; Employers’ Liability Insurance for amounts not less than $500,000 per accident, $500,000 per employee, and $500,000 policy limit.
(c)	Umbrella liability coverage in an additional $2,000,000 per occurrence/aggregate. The umbrella coverage must sit over the General Liability and Employers Liability policies. Service Provider must include Catapult, at the address listed in this Agreement, as an additional named insured.
(d)	Building, Personal Property, and Leasehold Improvements Insurance if applicable, under an “all risk” property form with replacement costs endorsement in an amount equal to 100% of the values of these items. Service Provider’s deductible shall be no more than $10,000 per occurrence.
Service Provider’s insurance policies obtained under this Agreement must also:
(a)	Name Catapult’s Indemnitees as additional insureds on an endorsement form acceptable to Catapult and provide that coverage applies separately to each insured and additional insured party against whom a claim is brought as though a separate policy had been issued to each of Catapult’s Indemnitees;
(b)	Cover Catapult and Catapult’s Indemnitees’ own acts or omissions and must not be limited to such person’s vicarious liability;
(c)	Cover Service Provider’s contractual liability, including without limitation Service Provider’s indemnification obligations under this Agreement;
(d)	Primary to and without right of contribution from any insurance purchased by Catapult or its Indemnitees; and
(e)	Provide that failure by Service Provider to comply with any term, condition or provision of the insurance contract, or other conduct by Service Provider, or any of its agents, will not void or otherwise affect the coverage afforded to Catapult and Catapult’s Indemnitees.
All policies of insurance must contain a waiver of subrogation in favor of Catapult or casualty losses and contain no provision which limits or reduces coverage in the event of a claim by one (1) or more of the insureds or additional insureds.
Upon Catapult's request, Service Provider shall provide Catapult with a certificate of insurance and endorsements from Service Provider's insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Catapult and Catapult’s Indemnitees as additional insureds. Service Provider shall provide Catapult with thirty (30) days' advance written notice in the event of a cancellation or material change in Service Provider's insurance policies. 
Service Provider’s maintenance of insurance as required under this Agreement shall not limit or otherwise affect Service Provider’s obligations or liability under this Agreement, including without limitation Service Provider’s indemnification obligations.
12.2	Business License. If Service Provider operates a Location in the State of Nevada or in any other jurisdiction designated by Catapult in writing from time to time, Service Provider shall, upon Catapult’s request and as a condition to commencing the Services for such Location, provide Catapult with a true, correct, and complete copy of Service Provider’s then current applicable business license(s) or equivalent local authorization(s), including any brick and mortar business license, for that Location (and any renewal thereof), and shall promptly provide updated copies upon renewal or material modification of any such license or authorization.
13.	MISCELLANEOUS
13.1	Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices attached hereto, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
13.2	Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other party at: (a) if to Catapult, at its address set forth below, or (b) if to Service Provider, at the address set forth in an applicable Order Form (or to such other address that the receiving party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this Section 13.2.
Notice to Catapult:	Digital Eats, Inc. d/b/a Catapult
Attn: Jake Schostak
	3001 West Big Beaver Road, 
Suite 310 
Troy, MI 48084

13.3	Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a judicial determination that any term or provision is invalid, illegal, or unenforceable, the court shall modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent enforceable under applicable law.
13.4	Modifications. Catapult reserves the right to modify or update this Agreement, in whole or in part, at any time in its sole discretion. Catapult will use reasonable efforts to notify Service Provider of any material changes in advance of the effective date of any such change. Service Provider’s continued provision of the Services, or its continued use of Catapult’s services, following any such change will constitute Service Provider’s acceptance of such changes. This Agreement may not otherwise be amended, except by a written agreement executed by Catapult and Service Provider.
13.5	Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.6	Assignment. Service Provider shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Catapult. For purposes of this Agreement, any transfer of stock or ownership interests or other beneficial control of Service Provider (if Service Provider is a business entity), including without limitation merger, reorganization, and/or any sale of all or substantially all of Service Provider’s assets, shall be deemed an assignment. Any purported assignment or delegation in violation of this Section 13.6 shall be null and void. No assignment or delegation shall relieve Service Provider of any of its obligations hereunder. Catapult may at any time assign or transfer any or all of its rights or obligations under this Agreement without Service Provider's prior written consent.
13.7	Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns. 
13.8	No Third-Party Beneficiaries. Except as provided herein, this Agreement benefits solely the parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
13.9	Injunctive Relief. If Service Provider violates any provision of this Agreement, Catapult shall, in addition to all other damages and remedies Catapult may be entitled to at law or in equity, be entitled to immediate equitable and injunctive relief enjoining Service Provider from the continued violation of this Agreement, including without limitation Service Provider’s breach or threatened breach of Sections 4 and/or 5 of this Agreement, including without limitation temporary restraining order(s), preliminary and permanent injunction(s), and specific performance. The parties acknowledge and agree that monetary damages resulting from Service Provider’s breach under Sections 4 and/or 5 are not readily ascertainable and would cause Catapult irreparable harm for which monetary damages would not be an adequate remedy.
13.10	Survival. The provisions of this Agreement that by their nature should survive expiration or termination shall so survive, including without limitation: Section 2 (Fees; Revenue Share), Section 3.5 (Third-Party Hardware and Software), Section 3.6 (Communications; AI Agents), Section 3.7 (Operational Data), Section 4 (Confidentiality and Nondisclosure), Section 5.2 (Ownership), Sections 6.2(d) (Post-Termination Obligations), 6.3 (Early Termination), Section 7 (Independent Contractor), Section 8 (Indemnification), Section 9 (Service Provider’s Representations, Warranties, and Covenants), Section 10 (Disclaimer), Section 11 (Limitation of Liability), Section 12 (Insurance), and 13 (Miscellaneous), together with any other provisions which expressly state that they survive or which by their nature should survive.
13.11	Choice of Law. This Agreement and all related documents, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Michigan without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan.
13.12	Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than Oakland County, Michigan, and any appellate court or Federal court having jurisdiction thereover. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
13.13	Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
13.14	Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 
13.15	Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's failure or delay is caused by or results from: (a) acts of God; (b) flood, fire, earthquake, pandemic, endemic, tornado, blizzard, extreme cold, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials, in each case solely when beyond the control of the defaulting party; and (i) other similar events beyond the reasonable control of the parties. Notwithstanding the foregoing, Service Provider's financial inability to perform, changes in cost or availability of materials, components or services, market conditions, or supplier actions or contract disputes will not excuse performance by Service Provider. Any party claiming excuse under this section shall resume the performance of its obligations as soon as reasonably practicable after the first date of nonperformance due to any of the above force majeure events. 
 

	 

EXHIBIT A

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