BACKGROUND:
A. The Customer and the Provider desire to enter into a confidentiality agreement for the following reasons (the “Permitted Purpose”): Sharing confidential material or knowledge for the Provider’s service purposes but restricting its public use.
B. In connection with the Permitted Purpose, the Provider will receive certain confidential information (the Confidential Information)
IN CONSIDERATION OF and as a condition of the Customer providing the Confidential Information to the Provider in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

CONFIDENTIAL INFORMATION
1. All written and oral information and materials disclosed or provided by the Customer to the Provider under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Provider.
2. “Confidential Information” which includes names of customers of the Customer as well as all data and information relating to the Customer, including but not limited to, the following:
a. “Customer information” which includes names of customers of the Customer, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by the Customer.
b. “Intellectual Property” which includes information relating to the Customer’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, tests data and tests results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
c. “Marketing and Development Information” which includes marketing and development plans of the Customer, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Customer which have been or are being discussed.
d. “Business Operations” which includes internal personnel and financial information of the Customer, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Customer, and the manner and methods of conducing the Customer’s business.
e. “Product Information” which includes all specifications for products of the Customer as well as work product resulting from or related to work or projects of the Customer, of any type or form in any stage of actual or anticipated research and development.
f. “Production Processes” which includes processes used in the creation, production and manufacturing of the work product of the Customer, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs.
g. “Service Information” which includes all data and information relating to the services provided by the Customer, including but not limited to, plans, schedules, manpower, inspection, and training information.
h. “Proprietary Computer Code” which includes all sets of statements, instructions or programs of the Customer, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (“Computer Programs”); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
i. “Computer Technology” which includes all scientific and technical information or material of the Customer, pertaining to any machine, appliance, or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how.
j. “Accounting Information” which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Customer
k. “SKU change” In order to change an already created SKU, you must consult with your agent, if you change it without notifying us, we are not responsible if the workflow does not continue, and the orders do not enter our system.
f. “Users and Passwords” which includes, all the users and all the passwords which serve as access to all the marketplace of the Customer, to make the integrations with the Provider’s system. If the Customer changes either the user or the password, the system will not operate; and
g. Confidential Information will also include any information that has been disclosed by a third party to the Customer and is protected by a non-disclosure agreement entered into between the third party and the Customer.
1. Confidential Information will not include the following information:
a. Information that is generally known in the industry of the Customer.
b. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Provider.
c. Information rightly in the possession of the Provider prior to receiving the Confidential Information from the Customer.
d. Information that is independently created by the Provider without direct or indirect use of the Confidential Information; or
e. Information that the Provider rightfully obtains from a third party who has the right to transfer or disclose it.

CONFIDENTIAL OBLIGATIONS
4. Except as otherwise provided in this Agreement, the Provider must keep the Confidential Information confidential.
5. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Customer and will only be used by the Provider for the Permitted purpose. The Provider will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Customer or any associated affiliates or subsidiaries.
6. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Provider in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will be continuous from the date of this Agreement until three years after this date, except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely;

7. The Provider may disclose any of the Confidential Information:
a. to such employees, agents, representatives and advisors of the Provider that have a need to know for the Permitted Purpose provided that:
i. the Provider has informed such personnel of the confidential nature of the Confidential Information;
ii. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Provider;
iii. the Provider agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and

iv. the Provider agrees to be responsible for and indemnify the Customer for any breach of this Agreement by its personnel.
b. to a third party where the Customer has consented in writing to such disclosure; and
c. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
8. The Provider agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer o device that is accessible to persons whom disclosure may not be made, as set out in this Agreement.

NON-SOLICITATION
9. The Provider, its affiliates, subsidiaries and representatives will not, from the date of this Agreement until three years after this date, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Customer or any affiliate of the Customer without the prior written consent of the Customer.

NON-COMPETITION
10. Other than with the express written consent of the Customer, which consent may not be unreasonably withheld the Provider will not, from the date of this Agreement until three years after this date, be directly or indirectly involved with a business which is in direct competition with the business lines of the Customer that are the subject of this Agreement.
11. From the date of this Agreement until three years after this date, the Provider will not divert or attempt to divert from the Customer any business the Customer had employed, solicited, or attempted to solicit, from its customers, at the time the parties entered into this Agreement.

OWNERSHIP AND TITLE
12. Nothing contained in this Agreement will grant to or create in the Provider, expressly or impliedly, any right, tittle, interest or license in or to the intellectual property of the Customer.

REMEDIES
The Provider agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Customer. Accordingly, the Provider agrees that the Customer is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Provider, any of its personnel, and any
13. agents of the Provider, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

RETURN OF CONFIDENTIAL INFORMATION
14. The Provider will keep track of all Confidential Information provided to it and the location of such information. The Customer may at any time request the return of all Confidential Information from the Provider. Upon the request of the Customer, or in the event that the Provider ceases to require use of the Confidential Information, or upon the explanation or termination of this Agreement, the Provider will:
a. return all Confidential Information to the Customer and will not retain any copies of this information;
b. destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Provider’s review of the Confidential Information; and
c. provide a certificate to the Customer that such materials have been destroyed or returned, as the case may be.

NOTICES
15. In the event that the Provider is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Provider will give to the Customer prompt written notice of such request so the Customer may seek an appropriate remedy or alternatively to waive the Provider’s compliance with the provisions of this Agreement in regards to the request.
16. If the Provider loses of fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Provider will immediately notify the Customer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
17. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

REPRESENTATIONS
18. In providing the Confidential Information, the Customer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.

SERVICES

19. The Provider shall provide the following services to the Customer (collectively, the “Services”):
a. Receive shipments from the Customer of the Product.
b. Provide storage facilities for the Inventory in The Provider warehousing facilities.
c. Upon notification by the Customer of a purchase of Products by a customer, The Provider will pick and package the Products from the available Inventory and ship such Products directly to the customer (“End- User”).
d. The Provider will use appropriate packaging material (e.g., bubble wrap, boxes with void fill, etc.) at its discretion.
e. Upon request by the Customer, The Provider will include a Company packing slip, and/or other Company marketing materials concerning the Product, to be provided by Customer.
f. The Provider will process, package, and ship all Product orders in accordance with The Provider Policies.
g. Receiving Inventory (Purchase Orders)
g.1 Non-Peak season: 1 – 3 business days -arrival day is considered day 0 (cero).
g.2 Peak season: 3 – 7 business days -arrival day is considered day 0 (cero).
g.3 We only receive inventory on weekdays Mondays to Fridays between 9:00am – 4:00pm (EST) Eastern Standard Time (North America).
h. Order Fulfillment:
h.1 Non-Peak season B2C or D2C order processing: turnaround time from 3 to 24 hours.
h.2 Peak season B2C or D2C order processing: turnaround time from 9 to 48 hours.
h.3 Non-Peak season B2B order processing: turnaround time from 24 to 48 hours.
h.4 Peak season B2B order processing: turnaround time from 48 to 72 hours.

i. Shipment orders:
i.1 If the order was imported into our portal before 1:00pm Eastern Standard Time (North America) EST, it will ship the same business day.
i.2 During peak season, orders must reach our portal by 11:00am Eastern Standard Time (North America) EST.
i.3 Orders placed after 1:00pm Eastern Standard Time (North America) EST will ship the next business day.
i.4 No carrier does pick up on weekends.
j. Prep Orders:
j.1 48 hours start counting from the moment the order is placed on our portal. It’s business hours.
j.2 During peak season, this time increases from 72 to 96 or more hours.
k. Pickups:
k.1 non-Peak season: Monday to Friday from 9:00am to 4:00pm EST.
k.2 Peak season: Monday to Friday from 9:00am to 1:00pm EST.

l. Return Process:
l.1 Non-Peak season: 1 – 3 business days -arrival day is considered day 0 (cero).
l.2 Peak season: 3 – 7 business days -arrival day is considered day 0 (cero).

m.Special projects:
l.1 It must be with prior approval of the SOW.
l.2 All procedures and special requirements for each order must be set in the costumer’s SOP.

Note: Orders must be in a Ready to Ship status, which means there are no holds, no inventory issues, etc.
m. The Provider will maintain weekly ledger summaries of all orders shipped and received, which shall be made available to the Customer through The Provider billing.
n. In addition to the above-described Services, The Provider shall perform any additional services, including special projects, that the Provider will maintain weekly ledger summaries of all orders shipped and received, which shall be made available to the Customer through The Provider billing.
o. Desires the Provider to perform, to be amended from time to time as agreed upon by the Parties.

CURRENCY
20. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars)

COMPENSATION
21. The provider will charge the Customer a flat fee of $50.00 for the Registration Fee (the “Compensation”)
22. The Customer will be invoiced as follows:
a. See Quote and SOW.
23. All carriers typically increase their rates by 3-5% annually at the end of the calendar year. The Provider passes along these rate increases at cost to its Customer.
24. Invoices submitted by The provider to the Customer are due on receipt.
25. Receiving will be invoiced each time merchandise arrives at the warehouse

First hour $25.00 and each additional hour $45.00 (Inventory Classification).
26. Storage will be billed monthly, every first day of each month. If the invoice passes more than 24 hours from the moment you receive it and payment has not been made, there will be a charge of $100 for the reason of late invoice.
26.1 Keep inventory moving and dodge doubled fees post-90 days, storage stock without movement in between 90 days storage fee will double up as the price you currently have, we calculate this if the the inventory pass 90 days with not producing the minimum of $200 order fulfillment.
27. Orders will be billed weekly, every Monday of every week. If the invoice passes more than 24 hours from the moment you receive it and payment has not been made, there will be a charge of $100 for the reason of late invoice.
28. If it runs out of inventory and we have not received more notification of new receiving, the orders are placed on hold, until full payment of the amount due to that date is received.
29. In the event that the Customer decides to withdraw the merchandise, must place an order on the portal and must pay as a regular order, the first item and each pick for each item he has in stock. If a new box is used and if it is used pallet must also pay.
30. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Customer in addition to the Compensation.
32. Do not expend the minimum of $200 order fulfillment in a period of 90 days after the arrival of the merchandise to our warehouse, the Provider makes the decision to request the withdrawal or double up in price accorded with client.
33. After 30 days without answering emails, calls or texts, the Customer leaves the merchandise in payment and the Provider takes control of the merchandise, it will be auctioned to be able to recover the pending invoices.
34. The Customer loses all authority over the merchandise that is more than 30 days old without being paid.
35. This Agreement does not maintain prices, in case of any increase the Provider will inform the Customer by mail 30 days before, and the Customer makes the decision to accept them or has 60 days to withdraw the merchandise.

OPTIONS & WAYS TO PAY

36. The Provider provides the Customer with a convenience to pay for their invoices online through the Customer account using the following payment methods: US Bank Transfer $25.00, ACH (Free), Zelle (Free), Credit Card (3.50% convenience fee), PayPal (5.20% convenience fee), or a wire transfer (Free within the U.S.). The Provider is using a 3-rd. party payment processing company Stripe/QuickBooks The Provider does not store any payment information on its own servers; all of Company’s payment information is stored with Stripe/QuickBooks. If Company’s invoice remains unpaid for more than 10 days from the issue date, Customer agrees that the Provider shall have the right to auto-charge any payment method that has been used in the past.
37. The Customer in order for all the services mentioned in his SOW to be fulfilled, in the Onboarding Journey must file a Credit Card, ACH and PayPal, his data is protected under the Stripe and / or QuickBooks platforms and authorizes the payment for the services provided by the Supplier in the agreed quote and the days agreed in this contract.

AUTO-PAY
38. Customer has the option to agree to opt-in for “auto-pay” service, which will automatically charge the saved payment method on file in order to replenish the Customer Pay as You Go account balance. Using the auto-pay service will prevent orders from being delayed in processing due to insufficient balances under the Pay as You Go payment system.

REIMBURSMENT OF EXPENSES

39. The provider will be reimbursed from time to time for reasonable and necessary expenses incurred by The provider in connection with providing the Services.
40. All expenses must be pre-approved by the Customer.

PENALTIES FOR LATE PAYMENT
41. Any late payments will trigger a fee of $ 100.00 per invoice due. For each day that it takes to make the payment.

TERMINATION
42. The Customer must create and pay an order in the portal to request the final withdrawal order and must pay as follows:
a. If located in bins: $0.20/each pick.
b. If located in boxes: $5.00/per box out.
c. If located in pallets: $15.00/per pallet out.
d. If you need New Box: $3.00 to $7.00/per box.
e. If you need palletized: $25.00/per pallet.
f. If you need documentation or special labels: $1.00 per sheet/label.
g. If you need any special work: $45.00/per hour.
h. If a dumpster needs to be ordered additional dumpster fee applies.
i. If you need to send to a domestic location we can quote.
j. We do not ship removal orders to international locations.
43. The Customer must request this order at least 10 to 20 days before the end of the month. If request this order 3 to 4 days before the month end it wont apply to get following month free storage, you must pay the storage and technology fee as usual on the 1st of the month, you must pay full storage for the current month.
43.1 The client MUST send an email to accounting@ilogisticsusa.com informing the suspecting of the account in order to disconnect the store right away.
44. Either party may terminate this Agreement by giving the other 30 days written notice. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
45. All pending invoices must be fully paid before the store gets disconnected and the entire inventory released from the facility.

ASSIGNAMENT
46. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

AMENDMENTS
47. This Agreement may only be amended or modified by a written instrument executed by both the Customer and the Provider.

GOVERNING LAW
48. This Agreement will be constructed in accordance with and governed by the laws of State of Florida.

GENERAL PROVISIONS
49. Time is of the essence of this Agreement.
50. This Agreement may be executed in counterpart.
51. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include feminine and vice versa.
52. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
53. The Provider is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Customer in enforcing this Agreement as a result of any default of this Agreement by the Provider.
54. The merchandise has a liability of $ 2MM in case of fire, natural disasters or any event within the warehouse.
55. The Provider is only responsible for the inventory received if the customer pays for the inspection.
56. Our facilities are not temperature controlled, we only accept products that cannot be damaged when exposed to temperatures 55-94℉.
57. The Provider is not responsible for missing or surplus merchandise, we load into the system the amount sent by the Customer in the packing list, if the Customer requests the count it is counted as a special project.
58. The Customer and the Provider acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Customer and the Provider that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Provider to give the Customer the broadest possible protection to maintain the confidentiality of the Confidential Information.
59. No failure or delay by the Customer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or potential exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
60. The Provider performance ends until the Customer stops paying for its service.
61. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Customer and the Provider.
62. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
63. By placing this card you authorized iLogisticsUSA LLC to charge any late invoice after 3 days of overdue plus Stripe fee of 3.5% if by any chargeback will have a surcharge of $150 for administrative expenses.
64. MINIMUM: The minimum amount invoiced for monthly order fulfillment must be $200, which will be paid on the first of each month for this concept. This balance will remain on your balance as part of payment if your billing is greater than $200, otherwise this amount or the balance at the end of the month will not be refundable and you will have to pay the amount again at the beginning of the following month.
65. All invoices issued by our accounting team at accounting@ilogisticsusa.com are due within 24 hours of receipt. Failure to remit payment within this timeframe will result in the application of a late fee as stipulated in Clause 41 of this agreement. Subsequently, if payment is not received within the subsequent 48 hours, Clause 63 of this agreement will be enacted.