Nevada
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000-55049
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27-3098487
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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5.
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a)
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any technical and non-technical information related to the Client’s business and current, future and proposed products and services of the Client, including, without limitation, Client Innovations (as defined herein), Client Property (as defined herein) and the Client’s information concerning research, development, design and product details and specifications, financial information, procurement requirements, engineering and manufacturing information, and business plans;
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b)
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c)
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d)
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work product resulting from or related to work or projects performed, or to be performed, for the Client or its affiliates, including, but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;
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e)
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any intellectual property and any other technical and business information of the Client and its affiliates which is of a confidential, trade secret and/or proprietary character;
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f)
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marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Client;
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g)
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information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Client has agreed to keep confidential and has so advised BIG in writing; and
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h)
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any other information that becomes known to BIG as a result of this Agreement or the services performed hereunder, including information received by the Client from others, that BIG, acting reasonably, believes is confidential information.
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17.
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18.
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Termination on Notice
.
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a)
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b)
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c)
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ii)
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iii)
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if this Agreement is terminated within three (3) months of the Effective Date, a lump sum payment of $37,500.
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19.
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General.
BIG acknowledges that the restrictions contained in Section
7
and
16
are, in view of the nature of the business of the Client, reasonable and necessary to protect the legitimate interests of the Client, that the Client would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result in irreparable injury to the Client. BIG agrees that, in the event it violates any of the restrictions referred to in Section
7
and
16
, the Client shall be entitled to such injunctive relief or other remedies at law or in equity which the court deems fit.
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20.
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Notices.
Any notice, request, demand or other communication hereunder shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile or email, when sent, if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; or (e) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses below or to such other address as either Party may advise the other in writing from time to time in accordance with this Section
21
.
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21.
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22.
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23.
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25.
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26.
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27.
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BUSINESS INSTINCTS GROUP INC.
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Per:
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/s/ Erika Racicot
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Name: Erika Racicot
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Date:
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Title: President
October 18, 2017
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APPCOIN INNOVATIONS INC.
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Per:
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/s/ Michael Blum
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Name: Michael Blum
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Title: CFO
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Date:
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October 18, 2017
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Strategic Facilitation & Project Management of Token Offering
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BIG has been engaged to create, design and project manage the launching of ICOs for the Client (collectively, the “
Services
”). In connection therewith, BIG will provide strategic leadership, analysis, project management and administrative management for the base fee of $35,000 per month (the “
Base Fee
”), subject to a permitted variance of +/- 10%, and subject also to the provisions of this Schedule “A”. The Parties agree that the Base Fee provides for the cost of resources required to have one ICO project in development and one in ongoing post ICO management at all times, unless otherwise agreed to by the Parties. The Base Fee will be paid commencing effective on August 14, 2017.
BIG shall resource accordingly to complete the below Services for each ICO. Additional resources required to complete the Services will be billed to the Client, with the Client to recoup these costs directly from the ICO client post-ICO offering, provided that BIG will obtain the prior written consent of the Senior Manager, as at the applicable time, for any additional resources required having a value or cost in excess of $2,500 on an individual basis, or $2,500 in the aggregate. The Services set out below may be increased or reduced with respect to each ICO, and will be case dependent in accordance with the specific requirements thereof and the needs of the Client with respect thereto. Subject to the foregoing provisions, the Services are expected to include:
·
ongoing business development work
,
including prospecting, sales, and pipeline management;
·
RIPKIT implementation
,
including quarterly and monthly strategy sessions and weekly meetings;
·
access to the RIPKIT platform for monitoring and goal tracking;
·
business planning and business plan development;
·
development of token offerings for each ICO;
·
project management services for corporate, technology, and application development;
·
the provision of market validation through research, analysis, and customer development;
·
working with management to ensure that vision and technical specifications are incorporated into the final ICO product;
·
structures and timelines for launching and growing the Client’s ICO offerings;
·
ensuring that any technical issues are fixed in a timely manner;
·
managing technical and design teams to ensure quality product delivery; and
·
launching, and managing the launch of, ICOs.
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·
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·
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Erika Racicot, President, Business Instincts Group Inc.
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Michael Blum, CFO, AppCoin Innovations Inc.
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