THIS BRAND AMBASSADOR MARKETING AGREEMENT (this “Agreement”), dated and effective as of the date on which the last Party signs on the signature page of this Agreement (“Effective Date”) is entered into by and between Electrified Marina LLC, a Virginia limited liability company (the “Company”), and the person listed and provided for on the signature page of this Agreement (“Ambassador”) (the Company and Ambassador each a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the Company desires to contract with Ambassador for him or her to perform the Services (as defined below) in furtherance of the Company’s business, which involves, without limitation, selling various consumer products or education relating to products and services provided by or through the company (the “Business”); and

WHEREAS, the Company desires to hire Ambassador for the referral of customers for purchase of products or services offered by the Company’s Business (each individually a “Customer” and collectively “Customers”) through Ambassador promoting the Company’s Business and Ambassador desires to accept such engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Services.  

1.1 Subject to the terms and conditions of this Agreement, the Company hereby appoints the Ambassador as a non-exclusive brand ambassador to perform services (“Services”) as requested by the Company from time to time, including but not limited to, the creation of social media content, demonstration of consistent support for, and promotion of, the Company’s Business across various media platforms, including without limitation YouTube, X, Facebook, Instagram, Snapchat, TikTok, and LinkedIn (“Social Media Platforms”). All content created during the Term of this Agreement by Ambassador for promotion of the Company shall receive the Company's written approval prior to posting on any Social Media Platform(s), which approval the Company may grant or withhold in its sole discretion. Ambassador shall create a minimum of 2 Social Media Posts per year including pictures, videos, or testimonials relating to the Company and its Business. Ambassador shall host one (1) in person gathering showcasing Ambassador’s electric boat, or upon Company’s written permission a boat provided by Company (“In Person Event”). Ambassador shall provide Company written plans discussing the number of attendees, the boat, and marketing strategies for each In Person Event and Company may, in its sole discretion, provide funding up to five thousand and 00/100 dollars ($5,000.00) for such In Person Event.

1.2 Exclusive Services. During the Term of this Agreement, Ambassador shall not engage in any business, or perform any services to other businesses, that are competitive with the Company’s Business nor shall Ambassador create content that contain any theme, content or story in any way materially similar to that of any of the programs and services offered by Company, or that constitute an actual conflict of interest. Ambassador shall promote the Company’s Business and shall not promote any business or ideas other than the Company, which compete or overlap with the business or proposed business of the Company. Ambassador shall render the Services on a first-priority basis, subject only to Ambassador’s prior professional written commitments at the time such Services are scheduled.

1.3 Ambassador hereby expressly acknowledges that the prices, terms, and conditions under which the Company offers or sells its boats or products shall be determined by the Company in its sole discretion. The Company has the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of any boats or products. Nothing in this Agreement obligates the Company to actually offer or sell any boats or products or consummate any transaction with any Customer. The Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of boats or products without any liability or obligation of the Company to pay compensation or fees to Ambassador under Article 2.

1. Compensation. 

2.1 Referral Fee. The Company will pay and deliver to Ambassador, as applicable, a commission fee equal to two and 00/100 percent (2.00%) of all Gross Revenue of Watercraft Only received by the Company from each Customer specifically referred by Ambassador to the Company hereunder who purchases a boat from Company (“Referral Fee”). The Company shall pay the Referral Fee to Ambassador within thirty (30) days of the Company’s actual receipt of unconditional payment of the corresponding Net Revenue from Customer.

2.2 Origination Fee. In addition to the compensation described in Section 2.1 above, the Company will pay the Ambassador an additional origination fee equal to two percent (2.00%) of the Net Revenue (the “Origination Fee”) generated from customers brought to the Company through the efforts of other influencers who were referred to the Company by the Ambassador. The Company will pay the Origination Fee within thirty (30) days of the Company’s actual receipt of unconditional payment of the corresponding Net Revenue from such customers.

2.3 Discount. During the Term of this Agreement, Ambassador will be eligible to receive a ten and 00/100 percent (10.00%) discount on the MSRP listed price applied to the purchase of an electric boat sold by Company to Ambassador.

1. Independent Contractor. Ambassador is an independent contractor of the Company, and this Agreement may not be construed to create any association, partnership, joint venture, employee or agency relationship between Ambassador and the Company for any purpose. Ambassador has no authority (and shall not hold itself out as having authority) to bind the Company, and Ambassador shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. Without limiting the above, Ambassador will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Ambassador’s behalf. Ambassador shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Ambassador in connection with the performance of Ambassador’s obligations hereunder shall be Ambassador’s employees or contractors and Ambassador shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employees or contractors.
2. Proprietary Information. 

4.1 The Company may disclose certain information it considers confidential or proprietary to Ambassador, including, but not limited to, tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets (as defined in the Virginia Uniform Trade Secrets Act, as amended); (b) financial information; (c) technical information; (d) business information, including, without limitation, operations, planning, marketing, or promotion interests, Customer lists and data, prospective customer lists, products, product formula(s), and product or service pricing or costs; (e) the terms of any agreement entered into between the Company, including, but not limited to, this Agreement, its clients, vendors, customers and the discussions, negotiations, and proposals related thereto; and (f) all information subject to this Agreement and any other information acquired or property exchanged during meetings, conversations, or communications with the Company, its members, officers, employees, agents, contractors, or assigns relating to the Company’s Business (the foregoing described in this Section 4.1 being defined individually and collectively as “Proprietary Information”).

4.2 Ambassador shall use and possess Proprietary Information only for the purpose of performing the Services. Ambassador shall use the same degree of care, but no less than a reasonable degree of care, as Ambassador uses with respect to his own information of a similar nature to protect the Proprietary Information and to prevent (a) any use of Proprietary Information in violation of this Agreement, and/or (b) communication of Proprietary Information to any unauthorized third parties. Ambassador receiving any Proprietary Information shall keep such Proprietary Information confidential and shall not disclose such Proprietary Information, in whole or in part, to any person other than the Company’s representatives or agents who need to know such Proprietary Information in connection with Ambassador’s involvement with the Company hereunder, in connection with and pursuant to this Agreement. 

1. Co-Licensing of Intellectual Property

5.1 During the Term, the Company hereby grants to Ambassador, subject to the terms and conditions set forth herein, a limited, non-exclusive, non-sublicensable, non-assignable, revocable right and license to use the Company Licensed IP (as defined below) for the sole and exclusive purpose of performing the Ambassador Services (the “Company License”). As used herein, “Company Licensed IP” means and is defined as all trademarks, service marks, word marks, names, trade names, and copyrights owned and used by the Company for the Company’s Business. Any use of the Company License involving publication of any material or communication by Ambassador requires prior approval in writing or email by the Company’s authorized personnel prior to any such use, publication, or communication.  The Company License can be revoked by the Company at any time, which revocation will be effective immediately upon notice to Ambassador.

5.2 During the Term, Ambassador hereby grants to the Company and the Company’s affiliates a non-exclusive, world-wide, royalty free, fully paid, sublicensable, non-assignable right and license to use the Ambassador’s Licensed IP (as defined below) for the sole and exclusive purpose of performing the Company’s Business and offering products or services to the public (the “Ambassador License”). As used herein, “Ambassador’s Licensed IP” means and is defined as all trademarks, service marks, word marks, trade names, and copyrights owned or licensed by Ambassador. The Ambassador License will be revoked automatically upon the termination of the Term. 

5.3 Likeness. The Ambassador grants to the Company the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, or record the Ambassador and to display, reproduce, distribute, publish, exhibit, and use in any other way the Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements, biographical information, and any other information or attribute identifying or otherwise associated with the Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified, or adapted in character or in form, alone or accompanied by other material, including any text, image, or other creative elements that may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, or other marketing for the Company in all media now known or hereafter developed (including without limitation on Social Media Platforms and other social media websites, and web and mobile applications).

5.4 Ownership and Intellectual Property Rights. Ambassador acknowledges and agrees that all results and proceeds of the Services (including all original ideas in connection therewith and any physical materials created by or on behalf of Ambassador) shall be “work made for hire” for the Company and, therefore, the Company shall be the author and copyright owner thereof for all purposes throughout the universe in perpetuity. The Company shall solely and exclusively own throughout the universe in perpetuity, including renewal and extension periods, if any, all rights of every kind and nature whether now or hereafter created in and in connection with such results and proceeds including: (a) the copyright and all rights of copyright; (b) all neighboring rights, trademarks and any and all other ownership and exploitation rights now or hereafter recognized in any territory, including all rental, lending, fixation, reproduction, retransmission, broadcasting (including satellite transmission), distribution and all other rights of communication by any and all means, devices and technology; (c) the right to adapt, change, delete from and add to such results and proceeds, and to use all or any part thereof in new versions, adaptations, and other motion pictures, including remakes, sequels and television productions; and (d) all rights generally known as “moral rights.” If the foregoing does not fully vest in the Company all rights of every kind and nature (including those set forth above) in the Services throughout the world in perpetuity, then Ambassador hereby irrevocably grants and assigns to the Company all rights not so vested (and so far as may be appropriate by way of immediate assignment of future copyright) throughout the universe in perpetuity, including renewal and extension periods, if any, whether now or hereafter known or created, free from all restrictions and limitations. Without limiting the foregoing, Ambassador hereby waives the benefit of any moral rights, “droit moral,” or similar laws. Ambassador hereby irrevocably appoints the Company as its attorney-in-fact with full power to execute, acknowledge, deliver and record in the U.S. Copyright Office or Patent and Trademark Office or elsewhere any and all such documents Ambassador fails to execute, acknowledge and deliver within five (5) business days after the Company’s request therefor. Upon request, the Company shall provide Ambassador with copies of any such documents.

6. Term and Termination.  

6.1 This Agreement commences on the Effective Date and will continue in effect for one (1) year or until terminated in accordance with Section 6.2 below (the “Term”).

6.2 Termination.  The Company may terminate this Agreement upon delivery of thirty (30) days’ prior written notice to Ambassador of an intent to terminate this Agreement; and Ambassador may terminate this Agreement upon delivery of thirty (30) days’ prior written notice to the Company of such intent to terminate this Agreement. Any such notice of termination shall be addressed to the Party at the address shown below or such other address as either Party may notify the other of and will be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, and return receipt requested.

6.3 Effect of Termination. Upon the termination for any or no reason of this Agreement, the Company will pay to Ambassador any Referral Fee and Origination Fee owed to Ambassador earned prior to the date of termination within thirty (30) days of termination; and (c) Ambassador shall immediately discontinue use of and shall promptly return to the Company all Proprietary Information and the Company Licensed IP, and all copies, portions, and abstracts thereof, that are in his/her/its possession or under his/her/its control.

1. Indemnification.

7.1 Ambassador shall indemnify and hold the Company harmless from and against any claim, loss, costs, or damages, including, but not limited to, attorneys’ fees, arising out of or resulting from the following: any action by a third party against the Company that is based upon any claim that any Ambassador Services performed under this Agreement, or the result thereof, infringe a patent, copyright, or other proprietary right or violate a trade secret, or any action by a third party that is based upon (i) any negligent, reckless, or intentionally wrongful act or omission of Ambassador or Ambassador’s assistants, employees, or agents, or (ii) a determination by a court or agency that Ambassador, or any of his/her/its employees are not an independent contractor under this Agreement, or (iii) or any breach or alleged breach by Ambassador or Ambassador’s assistants, employees, or agents of any of the terms, conditions, covenants, representations, or warranties contained in this Agreement.

7.2 The Company shall indemnify and hold Ambassador harmless from and against any claim, loss, costs, or damages, including, but not limited to, reasonable attorneys’ fees, arising out of or resulting from any action by a third party based upon (i) any grossly negligent, reckless, or intentionally wrongful act or omission of the Company or the Company’s assistants, employees, agents, or (ii) any breach or alleged breach by the Company or the Company’s assistants, employees, or agents of any of the covenants, representations, or warranties contained in this Agreement.

1. Miscellaneous.

8.1 Dispute Resolution. Notwithstanding the terms of this Agreement, any dispute, controversy, or claim arising out of or relating to this Agreement (each, a “Dispute”) shall be resolved in accordance with the procedures specified below, which shall, in addition to any equitable relief identified in this Agreement, be the sole and exclusive procedure each Party shall first perform in order to seek a resolution of any such Dispute. 

(a) Negotiation. The Parties shall attempt in good faith to resolve a Dispute promptly by negotiations between the Parties in the normal course of business. If such good faith attempts do not resolve the Dispute, either Party may give the other Party written notice of any such Dispute and request formal negotiations between the Parties. Such written notice shall be sent to the other Party via the applicable notice contact and shall include the specific provision(s) involved in such Dispute, any facts or arguments in support of the matter, and a specific description of the relief or remedy sought. Within thirty (30) days from the date of certified mailing of such written notice, representatives of both Parties, having the authority to settle the Dispute, shall meet in person (or by video conferencing, if agreed) at a mutually acceptable time and place, and thereafter as often as they may agree, to attempt to resolve the Dispute. If the Dispute has not been resolved within forty-five (45) days from the date of mailing of such written notice, or a mutually agreed upon extension thereof, or if the Parties fail to meet within such thirty (30) days or a mutually agreed upon extension thereof, the Parties shall initiate mediation of the Dispute in accordance with Section 8.1(b) below. All negotiations pursuant to this Section 8.1 are deemed confidential and shall be treated as compromise and settlement negotiations for the purposes of Rule 408 of the Federal Rules of Evidence and any comparable state law provision. Either Party in good faith may seek a preliminary or permanent injunction, attachment, or other similar equitable remedy available to him/her or the Company in accordance with this Agreement pending the outcome of negotiation or mediation hereunder, or a suit to compel compliance with this dispute resolution process, in accordance with this Agreement. 

(b) Mediation. If the Parties are still unable to resolve such Dispute by negotiation within the time limits set, the Parties shall, within thirty (30) days thereafter, select a mediator and begin a good faith attempt to settle the Dispute by mediation, to be conducted at their joint cost. If the Parties are unable to agree on a mediator within such thirty (30) day period, or a mutually agreed extension thereof, the mediator will be selected by the American Arbitration Association. Within thirty (30) days after the mediator has been selected, the Parties and their respective attorneys (if applicable) shall meet with the mediator for one (1) mediation session of at least four (4) hours. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either Party may give the other Party and the mediator a written notice declaring the mediation process at an end, in which case the Dispute may be resolved in a manner, discretion, and timing of either Party, including, without limitation, commence legal action in accordance with the provisions of Section 8.2 below. 

8.2 Governing Law; Exclusive Venue.  This Agreement will be governed by and must be construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of law principles. Each Party irrevocably and unconditionally agrees that following the exhaustion of the dispute resolution process specified in Section 8.1, any dispute or controversy arising out of, relating to, or in connection with the interpretation, validity, construction, performance, breach, or termination of this Agreement shall be exclusively filed and resolved only in state or federal courts located in Norfolk, Virginia. The Parties may, without limiting any other remedies, rights, or recourse under the laws of the Commonwealth of Virginia, apply and pray to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary without posting an injunction bond. 

8.3 Equitable Relief.  The Parties may, without limiting any other remedies, rights, or recourse under the laws of the Commonwealth of Virginia, apply and pray to any court of competent jurisdiction in the City of Norfolk, Commonwealth of Virginia for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without posting any bond.

8.4 Entire Agreement. This Agreement, along with any Exhibits or Schedules attached hereto, is the entire agreement of the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof.  No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the Parties hereto.  In the event of any conflict between the terms of this Agreement and any Exhibit hereto, the terms of this Agreement shall control and govern.  No Party is relying upon any statement, action, representation, or omission of the other Party in entering into or performing this Agreement that is not otherwise expressly provided for in this Agreement. 

8.5 Amendments and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term waived, only by a writing signed by the Party to be bound.  No waiver of any default of the terms or conditions of this Agreement will be deemed to be a waiver of any other default, or any subsequent default of any terms or conditions of this Agreement, but will apply solely to the instance to which such waiver is directed.

8.6 Notice. Any notices or correspondence between the Parties shall be delivered to the following applicable Party’s address:

Company:

Attn: Manager

Electrified Marina LLC

2060 Decathlon Drive

Virginia Beach, VA 23453

with a written and email copy to:

Williams Mullen

222 Central Park Avenue Suite 1700

Virginia Beach VA 23462

Attn: Christian Litwiller, Esq.

clitwiller@williamsmullen.com

8.7 Severability. If a court of competent jurisdiction holds any provision of this Agreement, or its application to any person, place, or circumstance, to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances, shall remain in full force and effect.

8.8 Attorneys’ Fees.  In any legal action, judicial proceeding, or pre-judicial conduct engaged in or brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its attorneys’ fees, fees, and costs. As used herein, the “prevailing Party” means the Party in whose favor a final judgment, order, or decree is rendered or entered.

8.9 Counterparts; Headings.  This Agreement may be executed simultaneously and in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one (1) and the same instrument.  The headings provided for herein are for convenience and reference only and shall not be deemed a substantive part of this Agreement.

8.10 Recitals.  The recitals contained in this Agreement above are incorporated into and made an integral and substantive part of this Agreement.

8.11 Effect of Agreement.  This Agreement serves to replace all prior agreements, both oral and written, and now hereby constitutes the entire agreement and understanding of and between the Parties.  The Parties are not bound by any oral or written expression or representation by either, or by any agent of either Party purporting to act for or on behalf of another, or by a commitment or arrangement not otherwise specified in this Agreement.