Missouri Agreement between E.C. Net Manufacturing, LLC and Charge. Com, Inc. — Joint venture of fulfillment and distribution center, pricing, and revenue of shipments. This Missouri Agreement outlines the collaboration between E.C. Net Manufacturing, LLC and Charge. Com, Inc. to establish a joint venture focused on fulfillment and distribution center operations. By leveraging their respective expertise and resources, both parties aim to enhance their efficiency and expand their market reach in the state of Missouri. 1. Fulfillment and Distribution Center Partnership: In this agreement, E.C. Net Manufacturing, LLC and Charge. Com, Inc. agree to establish a shared fulfillment and distribution center within Missouri. The goal of this joint venture is to streamline the order processing, warehousing, and timely delivery of products to customers, ensuring increased customer satisfaction and operational effectiveness. 2. Pricing and Revenue Structure: The Missouri Agreement also establishes the pricing and revenue structure for shipments handled by the joint venture. Both parties will collaborate and mutually decide upon fair pricing strategies that consider market conditions, transportation costs, and competitive benchmarking. The revenue generated from these shipments will be shared equitably between E.C. Net Manufacturing, LLC and Charge. Com, Inc., as outlined in the agreement. 3. Performance Metrics and Operational Guidelines: To ensure the success of the joint venture, this agreement defines various performance metrics and operational guidelines. These metrics may include order accuracy, on-time delivery, inventory management, and customer satisfaction targets, among others. Both parties commit to regularly review and improve these metrics, striving for operational excellence and continuous improvement. 4. Intellectual Property and Confidentiality: The Missouri Agreement addresses the protection of intellectual property and confidentiality. It establishes that all proprietary information, trade secrets, and intellectual property developed or shared throughout the joint venture shall be kept confidential by both parties. This provision ensures the preservation of business interests and prevents any unauthorized use or disclosure. 5. Dispute Resolution and Termination: In the event of any disputes or disagreements, the agreement outlines a structured process for resolution, which may involve mediation or arbitration. Additionally, the parties have defined conditions under which either party can terminate the joint venture, ensuring fairness and clarity in such circumstances. This Missouri Agreement sets a strong foundation for the collaboration between E.C. Net Manufacturing, LLC and Charge. Com, Inc., regarding their joint venture for fulfillment and distribution center operations. By establishing clear guidelines for pricing, revenue sharing, operational metrics, and intellectual property protection, both parties can navigate this partnership successfully, leveraging their synergies to achieve mutual growth and profitability.