Master Services Agreement

Last updated: September 14, 2026

This Master Services Agreement (this “Agreement”) is between KLP Solutions Inc. d/b/a Nectar Consulting (hereinafter “Nectar”), located at 102 Commerce Dr, Suite 3, Morrestown, NJ 08057 and Client as defined in the applicable Statement of Work. Client and Nectar may be referred to herein individually, as a “Party” or “party” and, collectively as the “Parties” or “parties”. In consideration of the mutual promises and agreements herein, the parties agree as follows:

1. Services Rendered, Communication, Controls, and Cooperation

1(a). Strategy and Execution

Pursuant to this Agreement, Nectar and Client will enter into one or more statements of work (each, a “Statement of Work” or “SOW”) which will describe the services to be performed by Nectar (the “Services”) and the deliverables to be provided by Nectar in connection with the performance of the Services (the “Deliverables”), in each case to Client. The fees that Client shall pay to Nectar for the Services and Deliverables shall be set forth in the applicable Statement of Work, subject to any terms of this Agreement.

1(b). Agreement Controls

Each Statement of Work referencing this Agreement shall be governed by this Agreement and is deemed to incorporate the terms of this Agreement. In the event of a conflict between the Agreement and a Statement of Work, then the conflicting term in the Statement of Work will control.

1(c). Communication

Multiple contacts per day tend to distract and impede Nectar’s ability to perform the tasks necessary to complete Deliverables. Client agrees to concatenate requests, questions, and any concerns into a single email per day, if possible.

1(d). Mutual Cooperation

Nectar agrees to use commercially reasonable efforts to perform the Services and provide the Deliverables outlined in each Statement of Work. Client agrees to aid Nectar in doing so by making available to Nectar the required information and resource requirements pertaining to the Services and the Deliverables and to cooperate with Nectar in expediting the Services and the Deliverables.

2. Legal Warranties/Rights of Use/Indemnity and Hold Harmless/Limitation of Liability

2(a). Product Compliance

The Client warrants that any product it permits Nectar to market under this Agreement complies with all relevant legal requirements in the United States and any other jurisdiction in which the Client’s products are sold.

2(b). Intellectual Property Rights

The Client further warrants that the sale of its products does not infringe any third party’s property rights, including copyrights, patents, and trademarks. Client guarantees that all Digital Assets and all elements of text, images, or other artwork provided to Nectar are either owned by Client and/or its Affiliates, or that Client and/or its applicable Affiliate has permission to use them.

2(c). Required Disclosures

The Client further warrants that its products and any materials or information that it provides to Nectar contain all information and disclosures required by any applicable law, regulation, or governmental authority in the jurisdictions in the United States and any other jurisdiction in which the Client’s products are sold.

2(d). Grant of Rights and Creative Works License

The Client grants Nectar the right to use the logos, trade names, trademarks, and images provided by the Client as well as any other content provided by the Client (such as product texts, images, video materials, and databases). The Client warrants that Nectar’s use of any such materials or information will not infringe any third party’s property rights. In addition, the Client grants Nectar a revocable license to display Creative Works as defined in this Agreement, that are generated by Nectar for Client under one or more Statements of Work on Nectar’s website, social media channels, or on other publications as an example of Nectar’s creative work product on the condition that Nectar not share any confidential information associated with the content. In addition, Client grants Nectar a revocable license to use Client’s logo as part of Nectar’s marketing its services and permits Nectar to publish case studies in connection with the work performed by Nectar as long as Nectar complies with its confidentiality obligations under this Agreement.

2(e). Client Data Usage in Non-Production Environments

Client acknowledges and agrees that, due to the volume, velocity, structure, and operational complexity of Client Data, the use of synthetic, anonymized, or sample data may not reasonably replicate production conditions. Accordingly, solely as necessary to develop, test, maintain, support, debug, and improve the Services, including the correction of errors and validation of functionality, Client authorizes Nectar to access and use Client Data within non-production environments (including development, testing, and staging environments), provided that:

(a) such Client Data remains logically segregated from other clients’ data, including through the use of separate schemas or equivalent technical controls;

(b) access to such environments is restricted to authorized personnel with a legitimate business need and subject to access controls consistent with those applied to production systems;

(c) Client Data is not used for training general-purpose models, shared datasets, benchmarking, or for the benefit of any third party; and

(d) Client Data in such environments remains subject to all confidentiality, security, and data protection obligations under this Agreement.

2(f). Ownership of Creative Works

Nectar agrees that any and all copywriting, graphics, or other creative content created by Nectar for the exclusive use of Client (“Creative Works”) are the sole and exclusive property of the Client, and Nectar hereby assigns to the Client all Nectar’s right, title, and interest in and to any and all Creative Works, including without limitation any and all copyrights, patents, trademarks, trade secrets, or other intellectual property registrations covering the Creative Works, and any renewals, extensions, divisions, continuations, and reissues thereof, and all causes of action related to the foregoing and all damages, profits, penalties, and other recoveries related thereto. Nectar agrees that this assignment includes, without limitation, any and all moral rights to reproduce the Creative Works in copies; to convert or prepare derivative works based on the Creative Works; to distribute copies of the Creative Works to the public by sale or other transfer of ownership or by rental, lease, or lending; and to display the Creative Works publicly. Nectar further acknowledges that all original works of authorship which are made by Nectar (solely or jointly with others) within the scope of and during the period of the Agreement and which are protectable by U.S. copyright law are “works made for hire” as that term is defined in the United States Copyright Act. Nectar understands and agrees that the decision whether or not to commercialize or market any Creative Work is within the Client’s sole discretion and for the Client’s sole benefit and that no royalty will be due to Nectar as a result of the Client’s efforts to commercialize or market any such Creative Work. However, Creative Works does not include source files for graphic content; source files or working files are not included in the scope of work unless otherwise agreed upon by Nectar and Client in writing.

Notwithstanding the foregoing, Creative Works does not include, and Nectar retains sole and exclusive ownership of, all Nectar Background IP. “Nectar Background IP” means all methodologies, processes, know-how, templates, playbooks, frameworks, software, and tools that Nectar owned, developed, or licensed prior to, or independently of, the applicable Statement of Work, together with any general learnings, techniques, and improvements Nectar develops in the course of performing the Services that are not specific to Client’s Confidential Information. To the extent any Nectar Background IP is incorporated into a Deliverable, Nectar hereby grants Client a non-exclusive, non-transferable, royalty-free license to use such Nectar Background IP solely as embedded in the applicable Deliverable and for Client’s internal business purposes.

2(g). No Sales Guarantees

The Client hereby acknowledges that Nectar does not guarantee any sales results.

2(h). Limitation of Liability

In no event shall either party’s aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, exceed the total fees actually paid by Client to Nectar under the specific Statement of Work (“SOW”) or SOWs giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to liability.

Notwithstanding the foregoing, the limitation set forth in this Section 2(h)shall not apply to: (a) either party’s indemnification obligations under Sections 2(j) and 2(k); (b) a breach of the confidentiality obligations set forth in Section 4; or (c) a party’s gross negligence, willful misconduct, or fraud.

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, arising out of or related to this Agreement, even if advised of the possibility of such damages, except to the extent such damages are payable to a third party as part of a claim subject to indemnification under Section 2(j) or 2(k).

2(i). Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NECTAR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR DELIVERABLES, AND NECTAR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Nectar warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

2(j). Indemnification by Client

Client shall defend, indemnify, and hold harmless Nectar, its officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to: (a) any breach or alleged breach of Client’s warranties set forth in Sections 2(a) through 2(c); (b) any claim that Digital Assets or other materials provided by Client infringe, misappropriate, or violate the intellectual property, privacy, or other rights of a third party; or (c) Client’s breach of its confidentiality obligations under Section 4.
Nectar shall (i) promptly notify Client in writing of any such claim, provided that any delay in providing notice shall not relieve Client of its obligations except to the extent Client is materially prejudiced thereby; (ii) give Client sole control of the defense and settlement of such claim, provided that Client shall not settle any claim in a manner that admits fault by or imposes any obligation on Nectar without Nectar’s prior written consent, not to be unreasonably withheld; and (iii) provide Client, at Client’s reasonable expense, with such cooperation as Client may reasonably request in connection with the defense.

2(k). Indemnification by Nectar

Nectar shall defend, indemnify, and hold harmless Client, its officers, directors, employees, and agents from and against any Losses arising out of or relating to: (a) Nectar’s breach of its confidentiality obligations under Section 4; or (b) Nectar’s gross negligence or willful misconduct in the performance of the Services, in each case following the same notice, defense, and cooperation procedures set forth in Section 2(j), applied mutatis mutandis.

3. Term and Termination

3(a). Agreement Term

This Agreement is in effect as long as any Statement of Work is in effect between the Parties. If there is no Statement of Work in effect or all Statements of Work have expired, this Agreement will automatically terminate.

3(b). Survival

Sections 2(f) (Ownership of Creative Works), 2(h) (Limitation of Liability), 2(i) (Disclaimer of Warranties), 2(j) and 2(k) (Indemnification), this Section 3(b) (Survival), Section 4 (Confidentiality), Section 6 (Applicable Law), and Section 7 (Other Provisions), together with any other provision that by its nature is intended to survive, shall survive the termination or expiration of this Agreement.

4. Confidentiality

4(a). Confidential Information Protection

During the course of this Agreement, the Client may provide Nectar with confidential financial information and proprietary business information, and such information may be generated by either Party through the performance of services under one or more Statement of Work between the Parties, and Nectar may provide the Client with confidential proprietary business information and strategies. Both parties agree to not disclose or make accessible to third parties any such confidential information or proprietary information without the prior written consent of the other party. The parties may use such information only to the extent necessary to perform their respective obligations under this Agreement. The parties must take the appropriate measures to protect such confidential and proprietary information from unauthorized disclosure and will destroy and not use any such information upon the termination of this Agreement. Confidential Information includes Client Data accessed or processed in any environment, including development, testing or staging environments.

4(b). Exceptions to Confidentiality

This confidentiality obligation does not apply to information that the parties can verify that they have lawfully obtained from third parties, that is already generally known at the time of the execution of this Agreement or subsequently becomes generally known without violating the obligations of this Agreement, that must be disclosed pursuant to regulatory or legal requirements, and that is submitted to tax authorities or to courts to secure legal claims.

4(c). Employee and Representative Compliance

The parties will inform all persons who receive confidential information in the course of this Agreement of the content and scope of this obligation and will ensure that such persons comply with the provisions hereof. This provision applies to all employees and representatives of the parties who have access to the confidential information.

4(d). Data Storage and Transfer

The Client agrees that its data, including confidential information, may be stored, and transferred by Nectar to the extent necessary to perform its obligations under this Agreement.

4(e). Nectar Security and Breach Notification

Nectar shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and security of Client Data in Nectar’s possession or control, consistent with industry practice. If Nectar becomes aware of any unauthorized access to, or acquisition, use, or disclosure of, Client Data (a “Security Incident”), Nectar shall notify Client without undue delay, and in any event within seventy-two (72) hours of becoming aware of the Security Incident, and shall take commercially reasonable steps to investigate and mitigate the effects of the Security Incident.

5. Client Responsibilities; Complementary Controls

5(a). Acknowledgment

Client acknowledges that Nectar’s security controls are designed on the assumption that Client implements and maintains the controls set out in this Section 5. Nectar’s service commitments and system requirements can be achieved only if these controls are suitably designed and operating effectively within Client’s environment. Client is responsible for its own control environment and its operational effectiveness.

5(b). Access Administration

Client is solely responsible for provisioning, monitoring, reviewing, and promptly removing access to the Services by its Authorized Users, and for ensuring that such access remains appropriate to each user’s role. Client shall remove or request removal of access for any Authorized User within two (2) business days of that user’s separation from Client or change in role such that access is no longer appropriate.

5(c). Authorized and Trained Personnel

Client shall permit access to the Services only by personnel who are (a) properly authorized by Client and (b) trained in the secure and appropriate use of the Services and in Client’s own information security obligations.

5(d). Supervision of Use

Client is responsible for the supervision, management, and control of its personnel’s use of the Services, including ensuring that use is consistent with this Agreement and with Client’s internal policies.

5(e). Security Incident Notification

Client shall notify Nectar of any actual or suspected information security breach, unauthorized access, or compromised user account affecting or potentially affecting the Services or any data processed through them, without undue delay and in any event no later than twenty-four (24) hours after Client becomes aware of it. Notice shall be given to security@thinknectar.com and shall include all information then reasonably available to Client regarding the nature and scope of the event.

5(f). Compliance with Agreement

Client is responsible for understanding and complying with its obligations under this Agreement, including any security, access, and acceptable-use requirements incorporated by reference.

5(g). Effect of Non-Performance

Client’s failure to perform the responsibilities in this Section 5 may impair Nectar’s ability to achieve its service commitments, and Nectar shall have no liability for any deficiency in the Services to the extent caused by such failure.

6. Applicable Law

6(a). Arbitration

All disputes, controversies and claims of any kind arising out of or relating to this Agreement or the rights and obligations of the parties shall be settled through arbitration by the American Arbitration Association at its Philadelphia, Pennsylvania office, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules. This provision shall survive the termination or expiration of this Agreement. Nothing contained herein shall prevent Nectar or Client from applying to and obtaining from any court having jurisdiction, a temporary or preliminary injunction, or other emergency relief to enforce Nectar or Client’s rights and Nectar or Client’s obligations under this Agreement prior to the filing of any arbitration proceeding or pending the trial or rendering of a decision or award pursuant to any arbitration proceeding conducted hereunder.

6(b). Governing Law and Jurisdiction

The laws of the Commonwealth of Pennsylvania shall govern the validity, performance, interpretation, and effect of this Agreement, any dispute arising out of this Agreement, or the services provided under this Agreement. If an arbitrator does not have jurisdiction, a claim cannot be arbitrated as a matter of law, or if there is an appeal from or relating to an arbitration, then the parties agree to the jurisdiction and venue of the courts in Montgomery County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania in Philadelphia.

6(c). Jury Trial Waiver

Both the Client and Nectar hereby irrevocably waive their respective rights to trial by jury on any action, proceeding, or counterclaim, whether at law or in equity, brought by either the Client or Nectar. No arbitration or action under this Agreement shall include, by consolidation, joinder, or any other manner, any claim by any person or entity in privity with or claiming through or on behalf of either the Client or Nectar. Neither the Client nor Nectar shall arbitrate or litigate as a representative of or on behalf of any other person or entity, any dispute, controversy, or claim of any kind arising out of or relating to this Agreement, the Client’s or Nectar’s respective rights and obligations, or any other claims or causes of action relating to the Client’s or Nectar’s performance under this Agreement.

6(d). Payment Collection Indemnification

If the Client fails to comply with its payment obligations under this Agreement, the Client agrees to indemnify Nectar for all reasonable expenses related to Nectar’s efforts to collect payment due to it from the Client under the terms of this Agreement, including but not limited to reasonable attorney’s fees and court costs, whether or not any legal action or arbitration proceeding commences as a result of the Client’s failure to comply with its payment obligations under this Agreement.

7. Other Provisions

7(a). Entire Agreement

This Agreement is a fully integrated contract and, as such, constitutes the entire agreement between the parties other than any applicable Statement of Work. There are no other agreements, and no prior oral or written agreements are effective.

7(b). Amendments and Supplements

Any amendments or supplements to this Agreement and exhibits hereto are only valid if made in writing and signed by both parties.

7(c). Waiver Requirements

A waiver of any provision of this Agreement is only valid if it is made in writing and signed by both parties.

7(d). Severability

If any provision of this Agreement is found to be invalid, the remaining provisions will continue to be in full force and effect. In such a case, to the extent it is necessary, the parties will undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purposes of the invalid provision.

7(e). Independent Contractor Status

Nectar shall perform the Services in any applicable Statement of Work as an independent contractor. Nectar is not Client’s agent, servant, or employee. Neither Client nor any of its Affiliates require Nectar to work exclusively for Client or such Client affiliate, and Nectar shall be free from Client’s and its affiliates’ control and direction in the performance of the Services hereunder.

7(f). Results-Focused Engagement

Client is interested only in the results obtained. Client shall not combine its business operations in any way with Nectar’s business, but instead maintains such operations as separate and distinct. Nectar shall retain the right to perform services for others during the term of this Agreement.

7(g). No Benefits Eligibility

Nectar is not eligible for and will not participate in any Client-sponsored benefits, including without limitation any pension, profit sharing, health, life, or other insurance coverage, or other fringe benefit plan. Nectar is not entitled to workers’ compensation coverage or benefits and is not entitled to unemployment compensation coverage or benefits.

7(h). Provision of Resources

Nectar shall furnish all necessary personnel, equipment, materials, supplies, expertise, and supervision reasonably necessary for the Services, except as set forth herein or in any Statement of Work.

7(i). Non-Solicitation

Client agrees to refrain from soliciting Nectar’s employees for employment by Client or Client’s affiliates, subsidiaries, parents, partners, contractors, or other agents while this Agreement is in effect and for a period of one year after this Agreement has been terminated or is no longer in effect. During the term of this Agreement and for a period of one year after this Agreement has been terminated or is no longer in effect, neither party shall solicit for employment any employee of the other party, or of the other party’s affiliates, subsidiaries, parents, partners, contractors, or other agents, without the prior written consent of the other party.

7(j). Notices

Any notices or other communications required to be sent or given under this Agreement by any Party shall be in writing and shall be deemed properly served if and when sent by email (to the email addresses indicated below) and (a) delivered by hand; or (b) delivered by Federal Express or other express overnight delivery service or registered or certified mail, return receipt requested, to the Party at the addresses as set forth below, or at such other addresses as may be furnished in writing:

7(k). Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, governmental action, epidemic or pandemic, or failure or interruption of internet, telecommunications, or utility services, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.

7(l). Assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that either party may assign this Agreement without the other party’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity, upon written notice to the other party. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

7(m). Subcontractors

Nectar may engage subcontractors, freelancers, or independent contractors to perform all or part of the Services, provided that Nectar remains responsible for such subcontractors’ performance of the Services and requires such subcontractors to be bound by confidentiality obligations no less protective of Client’s Confidential Information than those set forth in Section 4.

7(n). Insurance

Nectar shall maintain, at its own expense, (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and (b) Technology Errors & Omissions / Cyber Liability insurance with limits of not less than $3,000,000 per claim and $3,000,000 in the aggregate. Upon Client’s reasonable written request, Nectar shall provide Client with a certificate of insurance evidencing such coverage.

7(o). Definitions

For purposes of this Agreement: “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is under common control with such party, where “control” means ownership of more than fifty percent (50%) of the voting equity interests of an entity. “Client Data” means any data, content, or information provided by or on behalf of Client to Nectar, or collected or processed by Nectar on Client’s behalf, in connection with the Services, excluding Nectar Background IP. “Digital Assets” means any digital files, content, materials, or account access (including advertising, e-commerce, social media, or other platform accounts) provided by Client to Nectar for use in connection with the Services. “Authorized Users” means Client’s employees, contractors, and other personnel who are authorized by Client to access and use the Services.