NORTHLINE Agreements & Forms

CONTRACTOR NON-CIRCUMVENTION & FEE PROTECTION AGREEMENT

NORTHLINE SUPPLY SERVICES LLC

This Contractor Non-Circumvention & Fee Protection Agreement (the "Agreement") is made on ______________________ (the "Effective Date") between NORTHLINE SUPPLY SERVICES LLC, a Florida limited liability company ("NORTHLINE"), and the contractor identified below ("Contractor").

1. Purpose

NORTHLINE invests time, money, and industry knowledge to identify which manufacturers, distributors, and supply routes can meet a project's requirements, at what price, lead time, and compliance profile. Contractor wants access to that work. Contractor agrees that NORTHLINE's sourcing work for a job will be used only to buy through NORTHLINE, and that if Contractor buys around NORTHLINE on a protected job, Contractor will pay NORTHLINE the Protection Fee stated in Section 6. This Agreement protects specific jobs. It does not restrict Contractor's business generally.

2. Definitions

(a)"Affiliate" means any entity that controls, is controlled by, or is under common control with Contractor. "Control" means owning more than 50% of the voting interests or having the power to direct management and policies.

(b)"Source" means a manufacturer, plant, division, distributor, dealer, sales representative, or other supplier identified by NORTHLINE as a source of supply for a Registered Job, together with its Affiliates and any distributor or representative through which that Source sells the Covered Products.

(c)"Source Information" means any non-public information NORTHLINE discloses about a Source or a Registered Job, including the identity of a Source as the source for a specific requirement; contacts; part numbers or specifications NORTHLINE matched to a requirement; source pricing, discounts, deal registrations, and quotes; lead times and availability; freight, routing, and compliance information; and NORTHLINE's quotes, compilations, and analyses. Source Information includes the combination of these items even where an individual item is public.

(d)"Registered Job" means a project, purchase, solicitation, or contract vehicle that NORTHLINE identifies to Contractor in a Job Registration and that Contractor accepts under Section 3.

(e)"Job Registration" means a written notice from NORTHLINE, substantially in the form of Attachment A, that identifies the job, the product scope, the Protection Window type, and the Protection Fee Rate.

(f)"Covered Products" means the products, materials, or equipment identified for a Registered Job, and any materially equivalent product obtained from the same Source.

(g)"Long-Term Vehicle" means a contract, purchase agreement, or ordering vehicle with a Government Customer or other end customer that provides for a base period with options, renewals, extensions, recurring purchases, or task, delivery, or release orders, including an IDIQ, BPA, requirements, term, schedule, or cooperative contract.

(h)"Intermediary" means any distributor, reseller, dealer, contractor, subcontractor, broker, agent, or other person that buys, quotes, or arranges the purchase of Covered Products for Contractor, at Contractor's request, or with Source Information Contractor provided.

(i)"Covered Purchase" means any purchase of Covered Products for a Registered Job (or under its Long-Term Vehicle) made during the Protection Window by Contractor, its Affiliates, or an Intermediary, other than through NORTHLINE. A purchase made through NORTHLINE includes one in which a financing source designated by NORTHLINE pays the Source on NORTHLINE's behalf.

3. Job Registration and Express Acceptance

(a)Registration. NORTHLINE may send Contractor a Job Registration by email or other written electronic record.

(b)Express acceptance required. A job becomes a Registered Job only when an Authorized Contractor Representative (Schedule 1) gives an express written acceptance. Acceptance may be given by email, electronic signature, or a signed form. It need not use any particular word, but it must identify the job (a reply in the same email thread is enough) and clearly state that Contractor accepts the job or its protection, for example "Accepted," "Agreed," or "We accept the protection for this job."

(c)No acceptance by silence. Silence, delay, a request for information, or continuing to deal with NORTHLINE does not, by itself, accept a Job Registration.

(d)Disclosure after acceptance. NORTHLINE is not required to disclose any Source Information for a job until Contractor accepts it. Before acceptance, NORTHLINE may describe the job, product category, NORTHLINE's price, and lead time without identifying any Source.

(e)Conditions. Contractor may accept with written limitations (for example, a Source Contractor already uses). A limitation binds NORTHLINE only if NORTHLINE confirms it in writing.

(f)Authority. Contractor may update Schedule 1 by written notice. A change operates only for future acceptances.

4. Protection Window

Each Job Registration states which of the following applies.

(a)Standard Window (one-time purchases). Protection begins on acceptance and ends on the later of (i) eighteen (18) months after acceptance, or (ii) twelve (12) months after final delivery of any NORTHLINE order for that Registered Job.

(b)Long-Term Vehicle Window. If the Registered Job is, or results in, a Long-Term Vehicle, protection begins on acceptance and continues for the life of that Long-Term Vehicle, including its base period, exercised options, renewals, extensions, and every task, delivery, or release order issued under it for Covered Products, plus twelve (12) months after the last day of performance under the Vehicle.

(c)Outside limit. Protection under Section 4(b) that would run longer than six (6) years after acceptance continues after the sixth year only while NORTHLINE has supplied Covered Products to Contractor under that Vehicle within the preceding twelve (12) months.

(d)Re-solicitation. If the end customer cancels and re-solicits substantially the same requirement within twelve (12) months, the new solicitation is part of the same Registered Job.

5. No Circumvention

(a)During the Protection Window, Contractor and its Affiliates shall not, directly or through any Intermediary, purchase, request pricing for, or arrange the purchase of Covered Products for the Registered Job or its Long-Term Vehicle except through NORTHLINE.

(b)Contractor shall not disclose Source Information to any person so that the person can supply Covered Products for the Registered Job other than through NORTHLINE.

(c)Section 5 does not apply to: (i) purchases from a Source that Contractor can show, by dated written records, it already used for the same product before NORTHLINE's disclosure; (ii) purchases for any job other than the Registered Job or its Long-Term Vehicle; (iii) products NORTHLINE did not identify for the Registered Job; or (iv) a purchase the end customer requires in writing to be made from a specific supplier, if Contractor gives NORTHLINE a copy of that requirement within five (5) business days.

6. Protection Fee

(a)Fee. If a Covered Purchase occurs in breach of Section 5, Contractor shall pay NORTHLINE a Protection Fee equal to the Protection Fee Rate multiplied by the Covered Purchase Value.

(b)Protection Fee Rate. The Protection Fee Rate is the percentage stated in the Job Registration, expressed as a share of NORTHLINE's selling price. NORTHLINE sets it in good faith from the pricing it approved for that job, and it will not exceed thirty-five percent (35%) unless Contractor's authorized representative separately acknowledges a higher rate in writing for that specific job before accepting it.

(c)Covered Purchase Value. The Covered Purchase Value is the quantity of Covered Products bought in the Covered Purchase multiplied by NORTHLINE's most recent quoted unit price for those products on that job. For any item NORTHLINE did not quote, it is the price actually paid for that item.

(d)Liquidated damages. The parties agree that NORTHLINE's lost profit from a Covered Purchase is difficult to determine when a job is accepted, because quantities, pricing, and award are uncertain, and that the Protection Fee is a reasonable estimate of that loss and not a penalty.

(e)Sole monetary remedy. The Protection Fee is NORTHLINE's only monetary remedy for a breach of Section 5. NORTHLINE may not elect actual damages instead. This does not limit injunctive relief or NORTHLINE's remedies for breach of Section 7.

(f)Payment and records. Protection Fees are due thirty (30) days after NORTHLINE's invoice. Unpaid amounts bear interest at the lesser of 1% per month or the highest lawful rate. On written request, Contractor shall provide records showing purchases of Covered Products during the Protection Window, not more than once per calendar year per Registered Job.

7. Confidentiality

Contractor shall use Source Information only to evaluate and buy through NORTHLINE, share it only with its employees and advisors who need it and are bound by similar duties, and not disclose it to any Source, distributor, or competitor of NORTHLINE. This Section applies to all Source Information NORTHLINE discloses, whether or not the related job is accepted, and survives for three (3) years after the last Protection Window ends. Information that qualifies as a trade secret remains protected for as long as it qualifies. This Section does not cover information Contractor can show was public through no breach, lawfully known to it before disclosure, lawfully received from a third party without restriction, or independently developed, or that must be disclosed by law.

8. Freedom to Compete

Nothing in this Agreement restricts Contractor from bidding or competing for any project, buying any product from a source it identified on its own, buying from any source NORTHLINE did not disclose, or setting its own prices to its customers.

9. Remedies; Governing Law; Forum

(a)Contractor agrees that a breach of Section 5 or Section 7 causes NORTHLINE irreparable injury, and acknowledges the presumption of irreparable injury in section 542.335(1)(j), Florida Statutes. NORTHLINE may seek temporary and permanent injunctive relief.

(b)In any action arising out of this Agreement, the prevailing party shall recover its reasonable attorneys' fees and costs, including on appeal.

(c)Florida law governs this Agreement, without regard to conflict-of-laws rules, except where the mandatory law of another state applies. The state and federal courts located in Miami-Dade County, Florida, are the exclusive forum for any action arising out of this Agreement, and each party submits to their jurisdiction. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction.

(d)If any restriction is found broader than the law allows, it shall be enforced to the maximum extent lawful. If Contractor is organized or headquartered in, or a Registered Job is delivered to or performed in, a state for which NORTHLINE has issued a State Addendum, that Addendum is part of this Agreement (for that Registered Job, where the trigger is the job's location).

10. Term

This Agreement continues until either party ends it by thirty (30) days' written notice. Termination applies only to jobs not yet accepted. Every Protection Window that has begun, and Sections 6 through 11, survive termination.

11. General

(a)Electronic records. The parties consent to electronic records and signatures. Job Registrations, acceptances, and notices may be given by email to the notice addresses above or in Schedule 1.

(b)Entire agreement. This Agreement, its Schedule and Attachment, any applicable State Addendum, and accepted Job Registrations are the entire agreement on these subjects. Contractor's purchase orders, portal terms, or standard forms do not change it unless they expressly refer to this Agreement and are signed by both parties.

(c)Assignment. Contractor may not assign this Agreement without NORTHLINE's written consent. A change of control or transfer to an Affiliate does not end any Protection Window.

(d)Waiver; severability. A failure to enforce is not a waiver. If any part is unenforceable, the rest remains in effect.

ing note (delete before use): "Manager" is correct only if NORTHLINE's Sunbiz filing shows it as manager-managed and Luis as a manager. If NORTHLINE is member-managed, use "Authorized Member" or "Managing Member." Confirm against the filed Articles before first use.

Schedule 1 — Authorized Contractor Representatives

The following people may accept Job Registrations for Contractor until Contractor gives written notice otherwise.

Attachment A — Job Registration Form

Use the separate "Contractor Job Registration & Acceptance" template. Each Job Registration must state: NORTHLINE Job ID; end customer and project or solicitation; product scope; Protection Window type (Standard or Long-Term Vehicle); and the Protection Fee Rate.

CONTRACTOR JOB REGISTRATION & ACCEPTANCE

Template — sent by email under the Contractor Non-Circumvention & Fee Protection Agreement

How to use

(j)Send this registration before naming any manufacturer, supplier, part number, or source price.

(k)Wait for an express written acceptance from a person listed on the contractor's Schedule 1. No reply means no protection.

(l)After acceptance, disclose Source Information. Save the full email thread, with headers.

Email template

Subject: NORTHLINE Job Registration — [NORTHLINE Job ID] — [Project / Solicitation]

[Contractor name],

NORTHLINE registers the following job under our Contractor Non-Circumvention

& Fee Protection Agreement dated [date]:

NORTHLINE Job ID: ____________________

End customer / agency: ____________________

Project or solicitation no.: ____________________

Product scope: ____________________

Estimated quantity/value: ____________________

Protection Window: [ ] Standard (Agreement §4(a))

[ ] Long-Term Vehicle (Agreement §4(b)) —

vehicle type: ____________________

Protection Fee Rate: ______ %

NORTHLINE will share supplier and pricing details for this job after you

accept.

To accept, reply to this email with a clear statement such as "Accepted"

or "We accept the protection for this job." Silence does not accept.

NORTHLINE SUPPLY SERVICES LLC

[Name] | [Title] | [Phone]

Acceptance reply (contractor)

Accepted. [Contractor name] accepts NORTHLINE Job ID [____] and the

protection under our Contractor Non-Circumvention & Fee Protection

Agreement.

Limitations (if any): ____________________

[Name] | [Title] | [Company] | [Date]

Setting the Protection Fee Rate

Use the approved target margin for that job from NORTHLINE's pricing policy. The rate must never exceed the margin actually approved for that job, and never more than 35% except as described below.

Use gross margin, not markup. NORTHLINE prices with Selling Price = Total Landed Investment ÷ (1 − Target Gross Margin). The rate on the registration is that target gross margin, which is a share of the selling price. Do not state the markup on cost, which is a larger number.

Worked example. Total Landed Investment $8,200 at an 18% target: $8,200 ÷ 0.82 = $10,000 selling price. Rate on the registration: 18%. If the buyer later buys those units around NORTHLINE, the fee is 18% × $10,000 = $1,800, the profit NORTHLINE expected on that job.

Above 35% (private, specialized, scarce, or exclusive deals only). NORTHLINE's former 3.5× and 4.0× multipliers equal gross margins of about 71% and 75%. A fee at those rates approaches the full price of the goods and is at high risk of being struck as a penalty. Do not state a rate above 35% unless counsel has approved it for that job and the counterparty separately acknowledges the higher rate in writing before accepting.

Keep in the job file: NORTHLINE's pricing worksheet showing the Total Landed Investment, the approved margin, and the quote sent. The registration states only the rate; NORTHLINE's cost and pricing worksheet are not sent to the contractor.

Records to keep for each job

(g)Signed Contractor Non-Circumvention & Fee Protection Agreement and Schedule 1

(h)This registration email and the contractor's acceptance, with full headers

(i)NORTHLINE pricing worksheet and approved margin

(j)Every quote, revision, and call log entry

(k)Award, contract vehicle number, options, extensions, and orders (for Long-Term Vehicle jobs)

MANUFACTURER RELATIONSHIP & OPPORTUNITY PROTECTION ACKNOWLEDGMENT

NORTHLINE SUPPLY SERVICES LLC

1. Relationship. NORTHLINE SUPPLY SERVICES LLC, a Florida limited liability company ("NORTHLINE"), and Manufacturer establish a non-exclusive commercial relationship for public-sector and commercial procurement opportunities throughout the United States. No minimum purchase, fee, territory, franchise, or exclusive distributorship is created. Neither party is the agent or partner of the other.

2. Staged opportunity process. NORTHLINE may send Manufacturer an Opportunity Notice containing enough information for Manufacturer to evaluate the opportunity and check for conflicts. NORTHLINE is not required to disclose its pricing strategy, customer or teaming-partner contacts, bid strategy, or other sensitive details until Manufacturer accepts. After acceptance, NORTHLINE will provide the further information reasonably needed for pricing, technical confirmation, lead time, availability, and compliance documents.

3. Express acceptance. An opportunity becomes an "Accepted Registered Opportunity" only when an Authorized Manufacturer Representative named below accepts it in writing (email, electronic signature, or signed form) in a way that identifies the opportunity and clearly states acceptance. Silence is not acceptance.

4. Opportunity protection (restrictive covenant). For each Accepted Registered Opportunity, during its Protection Period, and except for conflicts disclosed at or before acceptance, Manufacturer and its Affiliates will not knowingly, directly or through any distributor, reseller, representative, contractor, or other intermediary: (a) provide another party with opportunity-specific pricing, special pricing, deal registration, quote protection, or materially equivalent support for the purpose of competing against NORTHLINE in that opportunity; (b) sell Manufacturer products for that opportunity other than through NORTHLINE; or (c) use NORTHLINE Confidential Information to route that opportunity around NORTHLINE. Generally available pricing and conduct required by law or procurement rules are not restricted.

5. Route-back. If any contractor, buyer, or end customer identified in an Accepted Registered Opportunity contacts Manufacturer or its Affiliates about that opportunity during the Protection Period, Manufacturer will refer the inquiry to NORTHLINE within two (2) business days and will not quote or sell it except through NORTHLINE or with NORTHLINE's written consent.

6. Protection Period. Protection lasts for the period stated in the Terms. For long-term contract vehicles, it continues for the life of the vehicle, including options, renewals, extensions, and orders under it, plus twelve (12) months, subject to the outside limit stated in the Terms.

7. Remedies. An intentional breach of Section 4 or 5 is subject to liquidated damages at the NORTHLINE Fee Rate stated in the Opportunity Notice, applied to the circumvented sales, and to injunctive relief, as stated in the Terms. The prevailing party in any dispute recovers reasonable attorneys' fees. Florida law governs, and the state and federal courts in Miami-Dade County, Florida, are the exclusive forum, except for emergency injunctive relief.

8. Confidentiality; identity; authorized reference. Each party will protect the other's confidential information under the Terms. NORTHLINE will not publicly identify Manufacturer or use its name or marks except under a separate written Authorized Reference signed by Manufacturer, and never in a way that implies a status Manufacturer has not granted.

9. Incorporated Terms. The parties incorporate the NORTHLINE Manufacturer Relationship & Opportunity Protection Terms, Version 1.1, effective ______________, SHA-256 fingerprint ______________________________, attached as Exhibit A and archived at ______________________________. Manufacturer acknowledges it received Exhibit A, had the opportunity to review it, and agrees to be bound by it. A later version applies only if Manufacturer accepts it in a signed or electronically signed writing.

Manufacturer initials: __________

10. Term. Three (3) years from the date below, renewing for one-year periods unless either party gives thirty (30) days' written notice. Termination does not end obligations for any Accepted Registered Opportunity still in its Protection Period, confidentiality, or accrued claims.

ing note (delete before use): Confirm Luis's title against NORTHLINE's Sunbiz filing ("Manager" for a manager-managed LLC; "Authorized Member" or "Managing Member" for a member-managed LLC). Fill in the Terms version, effective date, hash, and archive URL before sending.

NORTHLINE MANUFACTURER RELATIONSHIP & OPPORTUNITY PROTECTION TERMS

Version 1.1 — Exhibit A to the Manufacturer Relationship & Opportunity Protection Acknowledgment

These Terms are incorporated into the Manufacturer Relationship & Opportunity Protection Acknowledgment (the "Acknowledgment") signed by NORTHLINE SUPPLY SERVICES LLC ("NORTHLINE") and the manufacturer named in it ("Manufacturer").

1. Purpose; Non-Exclusive Relationship

These Terms set out how NORTHLINE registers opportunities with Manufacturer, how Manufacturer accepts them, and how accepted opportunities are protected. Except for the protections tied to an Accepted Registered Opportunity, the relationship is non-exclusive. Neither party is the agent, partner, franchisee, employee, or legal representative of the other, and neither may bind the other without separate written authority.

2. Nationwide Scope

These Terms apply to opportunities NORTHLINE pursues anywhere in the United States, including federal, state, local, municipal, utility, educational, authority, and other public-sector customers, and commercial customers. Manufacturer's location, plant location, sales office, distributor location, or delivery state does not by itself limit their scope, subject to applicable federal law and non-waivable state or local law.

3. Definitions

3.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with Manufacturer. "Control" means owning more than 50% of the voting interests or having the power to direct management and policies.

3.2 "Related Party" means any distributor, dealer, reseller, sales representative, agent, contractor, or channel partner of Manufacturer or its Affiliates that is not an Affiliate.

3.3 "Opportunity" means a public-sector or commercial solicitation, RFQ, IFB, RFP, bid, quotation request, cooperative purchase, planned procurement, re-solicitation, contract release, task order, delivery order, or similar purchasing event.

3.4 "Opportunity Notice" means NORTHLINE's first written submission of an Opportunity to Manufacturer under Section 4.1.

3.5 "Accepted Registered Opportunity" means an Opportunity accepted by Manufacturer under Section 4.3.

3.6 "Authorized Manufacturer Representative" means a person named in the Acknowledgment or later designated by Manufacturer in a signed writing.

3.7 "Long-Term Vehicle" means a contract or ordering vehicle that provides for a base period with options, renewals, extensions, recurring purchases, or task, delivery, or release orders, including an IDIQ, BPA, requirements, term, schedule, or cooperative contract.

3.8 "NORTHLINE Fee Rate" means the percentage stated in the Opportunity Notice, expressed as a share of NORTHLINE's selling price, set by NORTHLINE in good faith from the pricing it approved for that Opportunity. It will not exceed thirty-five percent (35%) unless Manufacturer's Authorized Manufacturer Representative separately acknowledges a higher rate in writing for that specific Opportunity before accepting it. NORTHLINE may lower the rate by written notice at any time; it may raise it only with Manufacturer's written consent.

3.9 "Circumvented Sales" means sales of Manufacturer products for an Accepted Registered Opportunity, or under its Long-Term Vehicle, made during the Protection Period other than through NORTHLINE, in breach of Section 6 or 7. They are measured by the price paid by the end customer, as shown in award or order records, or, if that price is not available, by Manufacturer's invoiced price for those products. A sale made through NORTHLINE includes one in which a financing source designated by NORTHLINE pays Manufacturer on NORTHLINE's behalf.

3.10 "NORTHLINE Confidential Information" means non-public information NORTHLINE discloses, including pricing strategy, routing, customer and teaming-partner contacts, special pricing, quote comparisons, deal-registration information, sourcing strategy, compilations, opportunity analysis, bid strategy, and the fact and content of any Opportunity Notice beyond what is public. Public solicitation documents are not NORTHLINE Confidential Information merely because NORTHLINE sent them, but NORTHLINE's analysis, compilation, routing, and strategy concerning them may be.

4. Staged Opportunity Process; Express Acceptance

4.1 Opportunity Notice. NORTHLINE may send an Opportunity Notice by email or other written electronic record. It will contain information reasonably sufficient for Manufacturer to evaluate the Opportunity and check for conflicts, such as the end customer or customer type and location, any public solicitation number, product category and specifications, estimated quantity, key dates, the support requested, the Protection Period type, and the NORTHLINE Fee Rate.

4.2 Limited initial disclosure. NORTHLINE is not required to disclose its pricing, margin, cost, bid strategy, teaming partners, contractor or customer contacts, or other sensitive details before acceptance. Manufacturer may ask for additional information reasonably needed to evaluate the Opportunity, and NORTHLINE may provide it at its discretion.

4.3 Express acceptance. An Opportunity becomes an Accepted Registered Opportunity only when an Authorized Manufacturer Representative gives an affirmative written response that identifies the Opportunity. Acceptance may be shown either (i) by wording that clearly states acceptance, registration, protection, or support for NORTHLINE, or (ii) by sending NORTHLINE an opportunity-specific quotation, pricing, deal registration, technical confirmation, compliance documentation, or other requested support in direct response to the Opportunity Notice. An affirmative response under clause (ii) constitutes express acceptance of the Opportunity and its protection under these Terms even if the response does not use the word "Accepted." Silence, delay, or failure to respond is not acceptance. Manufacturer will respond within five (5) business days; a Notice not accepted within that time is not accepted.

4.4 Acceptance with limitations. Manufacturer may accept subject to stated limitations. A limitation binds NORTHLINE only if NORTHLINE confirms it in writing.

4.5 Conflict disclosure. At or before acceptance, Manufacturer shall disclose any known pre-existing deal registration, protected reseller or channel, direct-account reservation, existing customer commitment, territory restriction, mandatory distribution route, or exclusive arrangement that would limit the requested protection. If a conflict becomes known only after NORTHLINE's further disclosures under Section 4.6, Manufacturer shall notify NORTHLINE within two (2) business days, and NORTHLINE may either release the Opportunity or keep the protection subject to that conflict.

4.6 Disclosure after acceptance. After acceptance, NORTHLINE will provide the further information reasonably needed for pricing, technical confirmation, lead time, availability, compliance documents, or bid preparation. These later disclosures supplement the Accepted Registered Opportunity but do not expand its scope unless both parties agree in writing.

4.7 Declined Opportunities. If Manufacturer declines or does not accept an Opportunity Notice, no opportunity protection applies, but Manufacturer shall not use NORTHLINE Confidential Information from the Notice to support any other party on that Opportunity.

4.8 Authority. Revocation of a representative's authority operates prospectively and does not affect an acceptance made while the authority was in effect.

5. Protection Period

5.1 Start. Protection begins on Manufacturer's acceptance.

5.2 Pending procurement. While the Opportunity is pending, protection continues through official extensions of due dates, evaluation periods, price-hold and proposal-validity periods, clarifications, negotiations, protests, and best-and-final-offer procedures.

5.3 One-time purchases. If NORTHLINE receives the award, purchase order, or other commitment for a one-time purchase, protection continues through delivery, approved changes, directly related warranty and closeout obligations, and payment, plus one hundred eighty (180) days after final completion.

5.4 Long-Term Vehicles. If the Accepted Registered Opportunity is, or results in, a Long-Term Vehicle awarded to NORTHLINE or to a customer NORTHLINE supplies on that Opportunity, protection continues for the life of that Vehicle, including its base period, exercised options, renewals, extensions, and every task, delivery, or release order and follow-on purchase issued under it within the accepted product scope, plus twelve (12) months after the last day of performance.

5.5 Outside limit. Protection under Section 5.4 that would run longer than six (6) years after acceptance continues after the sixth year only while NORTHLINE remains the awardee or an active supplier of Manufacturer products under that Vehicle.

5.6 No award. If NORTHLINE is not awarded the Opportunity, protection ends on the later of the award to another party becoming final or the end of the applicable bid-validity or price-hold period, unless a protest, reconsideration, or re-solicitation remains pending.

5.7 Re-solicitation. If the customer cancels and re-solicits substantially the same requirement within twelve (12) months, the successor procurement is covered to the extent it involves substantially the same customer, requirement, Manufacturer product scope, and accepted routing.

6. Limited Non-Circumvention

6.1 During the Protection Period, Manufacturer shall not knowingly use NORTHLINE Confidential Information or the accepted registration to bypass, displace, or remove NORTHLINE from the Accepted Registered Opportunity by routing it to another reseller, supplier, distributor, representative, Affiliate, or direct-sales path.

6.2 Affiliates. Manufacturer is responsible for its Affiliates' compliance with Sections 6 and 7 as if they were Manufacturer.

6.3 Related Parties and indirect sales. Manufacturer shall not direct, authorize, induce, price, register, or knowingly supply any Related Party for the purpose of doing indirectly what Manufacturer may not do directly. A sale through a Related Party is a Circumvented Sale if Manufacturer gave that Related Party opportunity-specific pricing, registration, or support for the Accepted Registered Opportunity, or knew the products were for that Opportunity. Ordinary stocking sales to a Related Party at generally available pricing, without that knowledge, are not a breach.

6.4 Route-back. If any contractor, buyer, or end customer identified in an Accepted Registered Opportunity contacts Manufacturer, its Affiliates, or a Related Party whose pricing Manufacturer controls, about that Opportunity, Manufacturer shall refer the inquiry to NORTHLINE within two (2) business days and shall not quote, register, or sell that Opportunity except through NORTHLINE or with NORTHLINE's written consent. This Section does not restrict sales to that buyer on any other project.

6.5 Nothing in these Terms binds a Related Party that has not signed them.

6.6 This Section does not prohibit Manufacturer from maintaining pre-existing relationships disclosed in good faith, responding to lawful unsolicited government communications not caused by misuse of NORTHLINE Confidential Information, complying with mandatory procurement rules or channel requirements, selling in unrelated opportunities, or using information independently obtained from lawful sources.

7. Opportunity-Specific Quote and Pricing Protection

After acceptance, and unless Manufacturer disclosed a conflicting limitation under Section 4.5, Manufacturer shall not knowingly provide another reseller, supplier, distributor, representative, or channel partner with opportunity-specific project pricing, special pricing, deal registration, quote protection, or materially equivalent support for the purpose of competing against NORTHLINE in that Accepted Registered Opportunity. This does not restrict generally available pricing, previously committed or disclosed rights, lawful responses required by the customer, mandatory channel policies, or conduct required by procurement, competition, or other non-waivable law.

8. Competition-Law Safeguards

The restrictions in Sections 6 and 7 concern only Manufacturer's own support and sales for a specific Accepted Registered Opportunity. They do not (a) require or permit Manufacturer to communicate with any other reseller about its bid, price, or decision to bid; (b) restrict any reseller's independent bidding or the customer's choice of supplier; (c) restrict generally available, list, or published contract pricing; or (d) apply where they would violate the Sherman Act, any state antitrust law, or a procurement anti-collusion requirement. Neither party will share with the other any competitor's non-public bid information.

9. Pricing; Quotes; Sales Terms

Opportunity protection does not itself require Manufacturer to hold a price beyond the validity period in its quote. Manufacturer's quote governs quoted price, product, quantity, freight assumptions, lead time, payment terms, warranty, and quote validity unless otherwise agreed in writing.

10. Confidentiality

Each party will use the other's confidential information only to evaluate or perform the relationship and will protect it with at least reasonable care. Confidential information does not include information the receiving party can show is public through no breach, was lawfully known without restriction before disclosure, was lawfully received from a third party without restriction, was independently developed, or must be disclosed by law (with notice where legally permitted). These duties survive termination for five (5) years; information that qualifies as a trade secret remains protected for as long as it qualifies.

11. Manufacturer Identity; Authorized Reference

11.1 NORTHLINE will not publicly identify Manufacturer as a NORTHLINE partner, supplier, distributor, network member, or preferred source, or use Manufacturer's name, logo, or marks, without a separate written Authorized Reference signed by Manufacturer. NORTHLINE may market general product categories and sourcing capabilities without identifying Manufacturer.

11.2 An Authorized Reference must state the permitted wording, permitted media, any logo or mark use and guidelines, and its duration. Every reference must describe the relationship accurately and may not state or imply that NORTHLINE is an exclusive, authorized, certified, preferred, or strategic partner, distributor, or dealer unless the Authorized Reference expressly grants that status.

11.3 Manufacturer may revoke an Authorized Reference on thirty (30) days' notice, and NORTHLINE will remove the reference within that period.

12. Manufacturer Certifications; Government Requirements

Manufacturer will not knowingly provide a false or materially misleading product, country-of-origin, domestic-content, technical, warranty, eligibility, exclusion, or compliance certification. A written certification for an Accepted Registered Opportunity is accurate as of its date based on Manufacturer's records, and Manufacturer will promptly report any material change found before award or performance. Government flow-down clauses bind Manufacturer only to the extent identified for the specific procurement, accepted by Manufacturer, or required by law. Neither party will unlawfully obtain procurement information, submit false certifications, engage in bid coordination or market allocation, or offer or accept kickbacks or improper gratuities.

13. Battle of Forms

Except for transaction-specific terms on price, product, quantity, freight, lead time, payment, warranty, and quote validity, no quotation, price sheet, invoice, order acknowledgment, portal or website term, distributor form, or purchase-order boilerplate amends Sections 4 through 8, 10 through 11, or 15 through 19, or any Accepted Registered Opportunity, unless it expressly identifies these Terms and the affected section and is signed by authorized representatives of both parties. Each party objects in advance to different or additional standard-form terms, and NORTHLINE's purchase orders will restate this objection.

14. Term; Termination

The initial term is three (3) years from the Acknowledgment's date and renews for one-year periods unless either party gives thirty (30) days' notice of non-renewal. Either party may end the relationship for future Opportunities on thirty (30) days' notice. Material breach may be terminated after reasonable written notice and opportunity to cure where cure is possible; fraud, bribery, intentional circumvention, or misuse of trade secrets permits immediate termination. Termination does not end accrued obligations, confidentiality, remedies for prior breach, or protection for any Accepted Registered Opportunity still in its Protection Period.

15. Indemnification

15.1 To the extent permitted by law, Manufacturer will defend, indemnify, and hold harmless NORTHLINE and its members, managers, and employees from third-party claims, government demands, damages, penalties, recall or remediation costs, and reasonable attorneys' fees to the extent caused by a Manufacturer-responsible product defect or material nonconformity, a materially inaccurate Manufacturer certification reasonably relied on by NORTHLINE, intellectual-property infringement by Manufacturer's unmodified product, or Manufacturer's fraud, willful misconduct, or violation of law.

15.2 NORTHLINE will defend, indemnify, and hold harmless Manufacturer and its officers and employees from third-party claims to the extent caused by NORTHLINE's unauthorized representation about Manufacturer or its products, NORTHLINE's material alteration or misuse of Manufacturer's product, or NORTHLINE's fraud, willful misconduct, or violation of law.

16. Remedies; Liability

16.1 Equitable relief. A breach of Section 6, 7, or 10 causes irreparable harm, and the parties acknowledge the presumption of irreparable injury in section 542.335(1)(j), Florida Statutes. Either party may seek injunctive relief, without bond to the extent permitted by law.

16.2 Liquidated damages. If Manufacturer intentionally breaches Section 6 or 7 for an Accepted Registered Opportunity, Manufacturer shall pay NORTHLINE, as liquidated damages and not as a penalty, the NORTHLINE Fee Rate multiplied by the Circumvented Sales. The parties agree NORTHLINE's lost profit is difficult to determine at acceptance because award, quantity, and pricing are uncertain, and that this amount is a reasonable estimate of it. Liquidated damages are NORTHLINE's only monetary remedy for that breach; NORTHLINE may not elect actual damages instead. This does not limit injunctive relief.

16.3 Waiver of indirect damages. Except for Excluded Claims, neither party is liable for punitive, special, incidental, or consequential damages. Excluded Claims are breach of Section 10, fraud, willful misconduct, indemnification obligations, and payment obligations.

16.4 Attorneys' fees. In any action arising out of the Acknowledgment or these Terms, the prevailing party recovers its reasonable attorneys' fees and costs, including on appeal.

17. Governing Law; Forum; Mandatory Law

Florida law governs, without regard to conflict-of-laws rules, except where federal law or the non-waivable law of another state controls. The choice of Florida law does not limit the commercial scope to Florida. The state and federal courts located in Miami-Dade County, Florida, are the exclusive forum for any action arising out of the Acknowledgment or these Terms, and each party submits to their jurisdiction. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction. If any restriction is unenforceable as written under law that applies despite this Section, it shall be enforced to the maximum lawful extent. Any State Addendum NORTHLINE issues for Manufacturer's state of organization or headquarters, or for the state where an Accepted Registered Opportunity is delivered or performed, is part of these Terms (for that Opportunity, where the trigger is its location).

18. Existing Agreements; Order of Precedence

A previously signed NDA, credit agreement, dealer or distributor agreement, master purchase agreement, warranty agreement, or other signed contract remains in effect unless a later signed writing expressly identifies the agreement or provision superseded. For an Accepted Registered Opportunity: mandatory government requirements control where legally required; then any applicable State Addendum; then the accepted registration for opportunity-specific protection and routing; then Manufacturer's quote for quote-specific price and sales terms; then these Terms for the general framework.

19. Assignment; Waiver; Severability

No assignment, reorganization, change in channel, or transfer to an Affiliate extinguishes an Accepted Registered Opportunity or accrued obligation unless NORTHLINE agrees in writing or law requires otherwise. A failure to enforce is not a waiver. If any provision is unenforceable, the rest remains in effect to the extent permitted by law.

20. Electronic Transactions; Records

The parties consent to electronic records, electronic signatures, email acceptance, and other written electronic confirmations. Each party should keep the Opportunity Notice, acceptance, quotes, material correspondence, and final procurement disposition.

21. Version Control

The version identified in the signed Acknowledgment controls. NORTHLINE will keep an archival copy of each version at a permanent URL. A later version applies to an existing Manufacturer only if Manufacturer accepts it in a signed or electronically signed writing. Each Opportunity Notice states the version that applies.

22. Notices; Entire Framework

Notices to NORTHLINE: NORTHLINE SUPPLY SERVICES LLC, contracts@northlinesupplyservices.com. Notices to Manufacturer go to the notice email in the Acknowledgment or a later written designation. The signed Acknowledgment, this version of the Terms, accepted Opportunity registrations, and any applicable State Addendum together are the agreement between the parties on these subjects.

REGISTERED OPPORTUNITY — NOTICE & ACCEPTANCE

Template — sent to a Manufacturer under the Manufacturer Terms, Version 1.1

How the staged process works

(m)Stage 1 — Opportunity Notice. Send the Notice below. Include enough for the manufacturer to decide and check its conflicts. Do not include NORTHLINE's cost, margin, bid strategy, teaming partners, or contractor or customer contacts.

(n)Acceptance. Wait for an affirmative written response from an Authorized Manufacturer Representative within 5 business days. A clear acceptance statement counts, and so does an opportunity-specific quotation, pricing, deal registration, technical confirmation, compliance documentation, or other requested support sent in direct response to the Opportunity Notice. No separate opportunity signature or use of the word "Accepted" is required. No reply means no protection.

(o)Stage 2 — Further information. After acceptance, send what the manufacturer reasonably needs for pricing, technical confirmation, lead time, availability, and compliance documents. Use the Stage 2 email below so the record shows the information followed acceptance.

Stage 1 — Opportunity Notice

Subject: NORTHLINE Opportunity Notice — [NORTHLINE Opportunity ID] — [Product category]

[Manufacturer name],

NORTHLINE submits the following Opportunity under the NORTHLINE Manufacturer

Relationship & Opportunity Protection Acknowledgment and Terms, Version 1.1.

NORTHLINE Opportunity ID: ____________________

End customer / customer type: ____________________

Location (state/region): ____________________

Solicitation no. (if public): ____________________

Product category / specs: ____________________

Estimated quantity: ____________________

Bid / quote due date: ____________________

Support requested: [ ] pricing [ ] deal registration

[ ] technical confirmation [ ] compliance docs

Protection Period: [ ] One-time purchase (Terms §5.3)

[ ] Long-Term Vehicle (Terms §5.4) —

type: ____________________

NORTHLINE Fee Rate: ______ %

Please tell us within five (5) business days whether you accept and will

protect this Opportunity for NORTHLINE. Silence is not acceptance. Before

accepting, please disclose any known conflict (existing deal registration,

protected reseller, direct account, mandatory channel, or exclusive

arrangement).

If you respond to this Notice by sending an opportunity-specific quotation, pricing, deal registration, technical confirmation, compliance documentation, or other requested support, that affirmative written response will constitute your acceptance and protection of this Opportunity under the Terms, even if you do not separately write "Accepted."

NORTHLINE will provide further pricing, technical, and compliance details

after acceptance.

NORTHLINE SUPPLY SERVICES LLC

[Name] | [Title] | [Phone]

Manufacturer acceptance reply

Accepted. [Manufacturer name] accepts and will protect NORTHLINE

Opportunity ID [____] under the Manufacturer Terms, Version 1.1.

Known conflicts / limitations: [None] or ____________________

[Name] | [Title] | [Company] | [Date]

Any written response that identifies the Opportunity and clearly accepts, registers, protects, or supports it for NORTHLINE is enough. An opportunity-specific quotation, pricing, deal registration, technical confirmation, compliance documentation, or other requested support sent in direct response to the Notice also counts as express acceptance. Silence is not acceptance.

Stage 2 — After acceptance

Subject: RE: NORTHLINE Opportunity Notice — [NORTHLINE Opportunity ID]

Thank you for accepting NORTHLINE Opportunity ID [____]. As provided in

Terms §4.6, here is the further information needed to prepare our bid:

[Specifications, drawings, quantities, delivery schedule, compliance

requirements, requested quote format and validity]

This information is NORTHLINE Confidential Information under the Terms.

Setting the NORTHLINE Fee Rate

Use the target margin NORTHLINE approved for this Opportunity. Never state a rate higher than the approved margin, and never more than 35% except as described below. NORTHLINE may lower the rate later, but may raise it only with the manufacturer's written consent.

Use gross margin, not markup. NORTHLINE prices with Selling Price = Total Landed Investment ÷ (1 − Target Gross Margin). The rate on the registration is that target gross margin, which is a share of the selling price. Do not state the markup on cost, which is a larger number.

Worked example. Total Landed Investment $8,200 at an 18% target: $8,200 ÷ 0.82 = $10,000 selling price. Rate on the registration: 18%. If the buyer later buys those units around NORTHLINE, the fee is 18% × $10,000 = $1,800, the profit NORTHLINE expected on that job.

Above 35% (private, specialized, scarce, or exclusive deals only). NORTHLINE's former 3.5× and 4.0× multipliers equal gross margins of about 71% and 75%. A fee at those rates approaches the full price of the goods and is at high risk of being struck as a penalty. Do not state a rate above 35% unless counsel has approved it for that job and the counterparty separately acknowledges the higher rate in writing before accepting.

Records to keep

(l)Opportunity Notice and acceptance, with full email headers

(m)Stage 2 disclosures and their dates

(n)NORTHLINE pricing worksheet showing Total Landed Investment and approved margin

(o)Manufacturer quotes and revisions; disclosed conflicts; certifications

(p)Extensions, award, cancellation, re-solicitation, or protest

(q)For Long-Term Vehicles: award number, options exercised, extensions, and every order

CALIFORNIA ADDENDUM

To the NORTHLINE Contractor Non-Circumvention & Fee Protection Agreement and the NORTHLINE Manufacturer Relationship & Opportunity Protection Terms

This Addendum applies when the contractor or manufacturer (the "Counterparty") is organized or headquartered in California, or when California law otherwise applies. If this Addendum conflicts with the agreement it supplements, this Addendum controls.

1. Purpose of the restriction. The parties agree the protections in the agreement exist to protect NORTHLINE's sourcing work, confidential information, and the specific transactions NORTHLINE originates, and to give NORTHLINE a fair return on that work. The parties intend those protections to promote competition by encouraging NORTHLINE to find and develop supply for public and commercial customers.

2. Limited scope. Each restriction applies only to the specific Registered Job or Accepted Registered Opportunity, its Covered Products, and its Long-Term Vehicle, and only during its Protection Window or Protection Period. Nothing in the agreement restricts the Counterparty from engaging in any lawful profession, trade, or business, from competing for any other project, from dealing with any customer or supplier on any other matter, or from setting its own prices.

3. No post-term restriction. No restriction continues after the Protection Window or Protection Period for a specific job ends, except confidentiality obligations protecting trade secrets and NORTHLINE Confidential Information.

4. Confidentiality first. Where a restriction is challenged, the parties intend it to be enforced at least to the extent necessary to prevent use or disclosure of NORTHLINE's trade secrets and confidential information.

5. Liquidated damages. The parties agree that, at the time of each acceptance, the Protection Fee or liquidated damages were a reasonable estimate of NORTHLINE's lost profit under the circumstances then existing, within the meaning of California Civil Code section 1671(b).

6. Reformation. If any restriction is held void or unenforceable under California law, it shall be limited to the narrowest scope necessary to make it enforceable, and if that is not possible, removed without affecting the rest of the agreement, including confidentiality and payment obligations.

7. Governing law and forum. To the extent California law requires that California law govern or that a dispute be heard in California, that requirement controls over the Florida choice-of-law and forum provisions; otherwise those provisions apply.

AUTHORIZED REFERENCE

Manufacturer permission for NORTHLINE to name it publicly — Terms §11

Under Section 11 of the NORTHLINE Manufacturer Relationship & Opportunity Protection Terms, NORTHLINE may publicly reference a manufacturer only as stated in a signed Authorized Reference. Anything not listed below is not authorized.

Conditions. NORTHLINE will use only the wording, status, and media stated above. NORTHLINE will not state or imply that it is an exclusive, authorized, certified, preferred, or strategic partner, distributor, dealer, or representative unless that status is written in the table above. Manufacturer may revoke this Authorized Reference on thirty (30) days' written notice, and NORTHLINE will remove the reference within that period. This Authorized Reference does not grant any other right or create any exclusivity.