MASTER INDEPENDENT COMMERCIAL AGENCY AGREEMENT

This Master Independent Commercial Agency Agreement (the “Agreement”) is entered into as of _____________, by and between:

METABOX LOGISTICS LLC
MetaBox Logistics LLC, a limited liability company duly organized and existing under the laws of the State of Texas, with its principal place of business at _______________________, duly represented for purposes of this Agreement by Jesus Nunez and Cesar Lorenzo, acting as authorized representatives (hereinafter, “METABOX”);

AND

Hugo Maldonado, acting in his capacity as representative of the Cinco Ranch agency, with domicile at _______________________, operating as an independent commercial agent (hereinafter, the “AGENT”).

METABOX and the AGENT may be referred to individually as a “Party” and collectively as the “Parties.”

1. NATURE OF THE RELATIONSHIP

• 1.1. The AGENT acts solely as an independent commercial representative of METABOX.
• 1.2. Nothing contained in this Agreement shall create any relationship of employment, partnership, joint venture, franchise, fiduciary duty, or general agency.
• 1.3. The AGENT has no authority to bind or obligate METABOX except as expressly authorized in writing.

2. PURPOSE OF THE AGREEMENT

• 2.1. METABOX appoints the AGENT to promote, manage, and operate cargo-related services under the METABOX system.
• 2.2. The AGENT agrees to operate strictly within METABOX parameters.

3. TERRITORY AND ASSIGNED ACCOUNTS

• 3.1. METABOX assigns territory and POS.
• 3.2. No operation outside assigned scope.
• 3.3. METABOX may modify assignments at any time.

4. FUNDS MANAGEMENT

• 4.1. Governed by Operational Annex.
• 4.2. AGENT responsible for funds until deposited.

5. PROFIT DISTRIBUTION

• 5.1. 50% METABOX / 50% AGENT.
• 5.2. METABOX defines calculations and payments.
• 5.3. No unauthorized modifications.

6. CARGO INSURANCE FUND

• 6.1. 10% cargo value charge.
• 6.2. Not an insurance policy.
• 6.3. Managed by METABOX.

7. LOGISTICS AND CARGO HANDLING

• 7.1. METABOX coordinates logistics.
• 7.2. AGENT ensures cargo readiness.
• 7.3. Non-compliance may trigger penalties.

8. POST-SALES SERVICE

• 8.1. Managed through METABOX system.
• 8.2. AGENT handles assigned cases.
• 8.3. No refunds without authorization.

9. CUSTOMS AND SPECIAL PROCEDURES

• 9.1. Managed by METABOX.
• 9.2. AGENT must not intervene independently.

10. USE OF TRADEMARK

• 10.1. Limited, revocable use.
• 10.2. Unauthorized use prohibited.

11. CONFIDENTIALITY AND NON-COMPETE

• 11.1. Confidentiality required.
• 11.2. Non-compete obligations apply.

12. TERM AND TERMINATION

• 12.1. Initial term: 1 year.
• 12.2. Immediate termination for serious breaches.
• 12.3. Obligations survive termination.

13. GOVERNING LAW AND JURISDICTION

• 13.1. Governed by Texas law.
• 13.2. Jurisdiction defined by METABOX.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

METABOX LOGISTICS LLC

By: ___________________________
Name: Jesus Nunez
Title: Authorized Representative

By: ___________________________
Name: Cesar Lorenzo
Title: Authorized Representative

AGENT – CINCO RANCH

By: ___________________________
Name: Hugo Maldonado
Title: Agency Representative