Georganics Ltd.

INDEPENDENT Affiliate AGREEMENT

This Independent Affiliate Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Georganics Ltd. (“Georganics”), with an address of Unit 3-4 Hooklands Farm Barns, Lewes Road, Haywards Heath, RH17 7NG, UK and the Affiliate identified below (“Independent Affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.

The Independent Affiliate Program. Independent Affiliate agrees to provide to Georganics under the terms and conditions of this Agreement, services (the “Services”) in connection with Georganics's Independent Affiliate Program (the “Program”). As part of the Services, Independent Affiliate will generate and post content (including, without limitation, text, videos and images) regarding Georganics brand and Georganics products on Independent Affiliate’s dedicated Georganics Web page (the “Affiliate Page”) and on Affiliate's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Affiliate agrees to:

Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner

Comply with all applicable laws and regulations.

Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.

Provide and utilize his/her own equipment, tools and other resources in performing the Services but Georganics will provide to Independent Affiliate certain informational materials to facilitate the creation of Independent Affiliate's created content to his/her Affiliate Page and/or Social Channels (such templates and other materials are collectively referred to as the “Georganics Materials”).

Will be responsible for (i) creating and editing the Content and (ii) either emailing to Georganics such Content to upload to the Affiliate Page or posting such Content on the Social Channels. All such Content that is uploaded to the Affiliate Page will be posted to the Affiliate Page subject to prior review by Georganics. Georganics has the right to remove any Content from the Affiliate Page.

It is understood and agreed that Independent Affiliate will be an independent contractor, is not and will not be considered an agent or employee of Georganics (or any of its affiliates or related entities), and shall have no authority to bind Georganics (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Independent Affiliate agrees that they will not: (i)

Make any derogatory statements about Georganics and/or Georganics products.

Link to any third-party websites, other than the Social Channels, on the Affiliate Page or otherwise redirect visitors of the Affiliate Page to third-party websites.

Resell or distribute any Georganics products, including those received for free or as gifts, for commercial purposes, other than via the Affiliate Page

Promote Georganics products, the Georganics brand, or the Program and/or the Affiliate Page via any paid media channels.

Promote Georganics products, the Georganics brand, the Program and/or the Affiliate Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate.

Engage in any fraudulent transactions, as reasonably determined by Georganics, including without limitation making transactions from Affiliate's IP addresses or computers under Affiliate's control.

Confidentiality.

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Georganics's business technology, business relationships or financial affairs which Georganics has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Georganics from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Independent Affiliate will not, at any time, without Georganics 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Georganics, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Georganics. Independent Affiliate will cooperate with Georganics and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Affiliate will deliver to Georganics all copies of Confidential Information in Independent Affiliate's possession or control upon the earlier of a request by Georganics or termination of this Agreement for any reason.

Information of Third Parties. Independent Affiliate understands that Georganics is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Georganics to protect or refrain from use of Confidential Information. Independent Affiliate agrees to be bound by the terms of such agreements in the event Independent Affiliate has access to such Confidential Information.

Intellectual Property Rights.

Content License.

Independent Affiliate hereby grants to Georganics and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:

Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Affiliate in section 2 hereof.

Independent Affiliate shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Affiliate’s promotional purposes, in any and all media now known or hereafter developed.

With respect to Content which portrays Independent Affiliate’s face, body and voice (the “Restricted Materials”), Georganics shall have the right to use the Restricted Materials upon prior approval from Independent Affiliate.

Other Developments.

Independent Affiliate hereby grants to Georganics and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,

non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Georganics in connection with the Program or (ii) otherwise created by Independent Affiliate in connection with the Services, (collectively, the “Other Developments”)

Georganics Materials and Trademark.

Except for Independent Affiliate's limited right to use the Georganics Materials solely in connection with performing the Services, Georganics retains all right title and interest in the Georganics Materials, including all related intellectual property rights. Georganics hereby grants to Independent Affiliate, a limited, non-exclusive, non-transferable license to use and display Georganics's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Independent Affiliate agrees that any use of the Marks:

Will comply with Georganics's quality standards and trademark guidelines, which may be provided by Georganics to Independent Affiliate from time to time

Will solely inure to the benefit of Georganics. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

Federal Trade Commission Requirements.

Independent Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Affiliate's provision of the Services hereunder. Independent Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Georganics products, the Georganics brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Independent Affiliate Social Channels.

In connection with performing the Services, Independent Affiliate may link certain of his or her Social Channels to the Affiliate Page. If Independent Influence so elects, Georganics may link to, and stream content from such Social Channels on its websites, social media channels and in other Georganics advertising and promotional materials.

Representations and Warranties.

Independent Affiliate represents and warrants that:

He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence

The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Georganics Materials;

The Content and Other Developments are Independent Affiliate' s original work

Use of the Content and Other Developments by Georganics will not infringe or involve the misappropriation of any third party rights

All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Affiliate

Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Georganics for any Content or Other Developments or any content or material incorporated therein to any third party;

He or she will comply with all applicable laws, rules and regulations, including the Guides

Indemnification.

Independent Affiliate shall indemnify and hold Georganics, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Affiliate's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliate IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

Term; Termination.

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Georganics may, in addition to any other rights it may

have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).

Independent Contractor; No Agency.

Independent Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of Georganics, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

Limitation of Liability.

IN NO EVENT SHALL Georganics, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “Georganics PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE Georganics PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH Georganics PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE Georganics PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Governing Law, Jurisdiction and Venue.

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within New York City.

Notices.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.