The Fine Print

The PDF Group X Kaffe Products, LLC
Effective Date: April 4, 2025

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of the Effective Date (as defined below) by and between The PDF Group, a California Corporation with its principal place of business at 3400 Cottage Way, Ste G2 #12355, Sacramento, California 95825 ("Disclosing Party" or "Receiving Party," as applicable), and Kaffe Products, LLC, a Georgia Limited Liability Company with its principal place of business at 1650 Redi Rd, Suite 200, Cumming, GA 30040 ("Disclosing Party" or "Receiving Party," as applicable).

1. Purpose

The Parties intend to explore a potential business relationship (the "Purpose") and, in connection therewith, may disclose certain confidential and proprietary information to each other.

2. Confidential Information

(a) Definition
"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether in written, electronic, oral, or other tangible or intangible form. This includes, but is not limited to, trade secrets, strategies, methodologies, systems, conceptual ideations, business plans, marketing techniques, research, financial data, intellectual property, and any information marked or otherwise identified as confidential.

(b) Exclusions
Confidential Information does not include information that:

• Is or becomes publicly available without a breach of this Agreement by the Receiving Party;
  
  

• Is lawfully received from a third party without an obligation of confidentiality;
  
  

• Is independently developed without reliance on or reference to the Confidential Information;
  
  

• Is approved for release by the Disclosing Party in writing; or
  
  

• Is required to be disclosed under state or federal law or pursuant to a subpoena or court order, provided that the Receiving Party shall make reasonable efforts to notify the Disclosing Party before disclosure, unless legally prohibited from doing so.
  
  

3. Obligations of Confidentiality

(a) Duties of the Receiving Party
The Receiving Party shall:

• Use the Confidential Information only for the Purpose;
  
  

• Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party, except to employees, agents, attorneys, advisors, consultants, or representatives who require such information to fulfill the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth herein; and
  
  

• Take all reasonable measures to protect the confidentiality of the Confidential Information.
  
  

(b) Notification of Unauthorized Disclosure & Remedies
If Confidential Information is disclosed or used without authorization, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable steps to mitigate any resulting harm. In addition to any injunctive relief or damages sought by the Disclosing Party, the Receiving Party shall be liable for:

• Direct monetary damages resulting from the disclosure;
  
  

• Liquidated damages of $50,000 per violation, unless actual damages exceed this amount;
  
  

• Reimbursement of all legal fees incurred in enforcing this Agreement.
  
  

4. Intellectual Property Protection

(a) Ownership
All intellectual property disclosed under this Agreement, including but not limited to strategies, systems, conceptual ideas, branding elements, creative assets, and trade secrets, shall remain the exclusive property of the Disclosing Party.

(b) No Transfer of Rights
No license, assignment, or transfer of rights to any intellectual property is granted under this Agreement. Neither party shall file for, register, or claim ownership of any intellectual property derived from or based on the Confidential Information of the other party or use it for commercial gain, without prior written consent.

5. Term and Termination

(a) Duration
This Agreement shall take effect as of the Effective Date and remain in force for three (3) years unless earlier terminated by either party upon thirty (30) days’ written notice.

(b) Survival of Confidentiality Obligations
The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years following termination.

6. No Warranties

All Confidential Information is provided "as is." The Disclosing Party makes no warranties, express or implied, as to the accuracy or completeness of any Confidential Information.

7. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
Any disputes arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in California, and the parties consent to the personal jurisdiction of such courts.

8. Miscellaneous

(a) Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

(b) Modifications
No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

(c) Severability
If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect.

(d) Assignment
Neither party shall assign this Agreement without prior written consent from the other party.

(e) Limitation of Liability
The Receiving Party shall not be liable to any party (including, without limitation, third-party beneficiaries) for any indirect loss-of-profit, punitive, or consequential damages in connection with any breach (or alleged breach) hereunder.

9. Client Branding Usage Rights

The Client (Kaffe Products, LLC.) shall have the unrestricted right to use, reproduce, distribute, and modify any branding materials, logos, marketing assets, and other deliverables provided by The Contractor (The PDF Group) under this Agreement, for its business operations, commercial activities, and promotional efforts. This right shall remain valid indefinitely unless otherwise restricted in writing by both Parties.
However, The Contractor (The PDF Group) retains ownership of all working files, templates, and proprietary design assets unless explicitly transferred in writing.

10. Acceptance & Authorization

The Contractor
Business Name: The PDF Group
Entity Type: California Corporation
Principal Address: 3400 Cottage Way, Ste G2 #12355, Sacramento, CA 95825
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

The Client
Business Name: Kaffe Products, LLC
Entity Type: Georgia Limited Liability Company
Principal Address: 1650 Redi Rd, Suite 200, Cumming, GA 30040
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

MASTER SERVICES AGREEMENT

The PDF Group X Kaffe Products, LLC
Effective Date: April 4, 2025

This Master Services Agreement (“Agreement”) is entered into by and between The PDF Group, a California corporation with its principal place of business at 3400 Cottage Way, Ste G2 #12355, Sacramento, California 95825 (“Contractor”), and Kaffe Products, LLC, a Georgia limited liability company with its principal place of business at 1650 Redi Rd, Suite 200, Cumming, GA 30040 (“Client”). The Contractor and Client may each be referred to as a “Party” and collectively as the “Parties.”

1. Services

A full description of the services to be performed by the Contractor for the Client, specifically for the Untitled Supplement Gum Brand, is set forth in the attached Statement of Work (“SOW”), which is incorporated by reference into this Agreement. The Contractor is authorized to act on the Client’s behalf as its agent solely to the extent necessary to execute the services outlined in the SOW. The Contractor will begin work upon receipt of a signed MSA and payment of the required deposit.

2. Compensation

The Client shall compensate the Contractor in the amount of $5,000.00 per month, payable on the Monday or Friday closest to the 15th of each month for the duration of this Agreement, starting from the effective date. This monthly compensation shall continue for a period of twelve (12) months.

Equity: The Contractor shall hold a total of 20% equity in the Untitled Supplement Gum Brand. The equity shall vest as follows:

• 10% vested immediately upon execution of this Agreement.

• 2.5% vested quarterly over the next 4 quarters.
  Additionally, the Contractor will be entitled to an incentive of 1% equity for every $1M in sales during the first 24 months, up to a maximum of 10%. This means that if the brand achieves $10M+ in sales during the first 24 months, the Contractor’s total equity will increase to 30%.

3. Billing

Unless otherwise stated in the SOW, all invoices are due within five (5) business days of the invoice date. Invoices will be issued on the Monday or Friday closest to the 15th of each month, in alignment with the agreed-upon payment schedule.

4. Payment Options

The Client may remit payment via ACH/bank transfer, credit card, or business check. A processing fee of 2.9%–3.5% will apply to all credit card transactions. A $40 fee will be assessed for any returned or non-sufficient funds (NSF) check. All payments must be made in U.S. dollars, unless otherwise agreed in writing.

5. Termination & Ownership of Work-in-Progress

Either Party may terminate this Agreement at any time with sixty (60) days’ written notice. Upon termination, the Client shall compensate the Contractor for all work completed to date. All work-in-progress, drafts, and partially completed deliverables shall remain the sole property of the Contractor unless fully paid for. The Client shall have no right to use, distribute, or modify any incomplete or unpaid work. Final deliverables and associated intellectual property rights will only transfer to the Client upon receipt of full payment.

6. Ownership & Licensing

Upon full and final payment, the Client shall own all rights, title, and interest in the final Branded Materials specifically created for and approved by the Client under this Agreement. "Branded Materials" means the final creative assets, designs, documents, or strategies approved and delivered to the Client under an applicable SOW. The Contractor shall retain all rights to any underlying tools, systems, processes, templates, rejected drafts, conceptual ideations, and Source Materials used to develop the Branded Materials. These elements remain the exclusive intellectual property of the Contractor and are not subject to transfer. The Client is granted a limited, irrevocable, non-exclusive, non-transferable license to use any Source Materials solely as integrated into the final Branded Materials. The Contractor retains the right to display final Branded Materials in its portfolio, website, and promotional materials, provided such use does not disclose confidential business information.

7. Credit, Portfolio & Trademarks

The Contractor may reference the Client's name, logo, and completed work in its portfolio, website, case studies, and promotional materials, provided that such use does not disclose confidential business strategies or financial data. The Contractor may also feature the work in social media, design award submissions, and industry engagements, with advance written notice to the Client when public recognition (e.g., awards, press releases, or speaking engagements) is involved. The Client may not use the Contractor’s trademarks, logo, or branding without prior written consent.

8. Client Responsibilities

The Client agrees to provide all necessary access, content, brand assets, feedback, and approvals required for the timely execution of the services. The Client shall assign a designated point of contact to coordinate communication, feedback, and scheduling with the Contractor. The Contractor shall not be responsible for any delay, missed deadline, additional cost, or performance issue arising from the Client’s failure to fulfill these obligations in a timely and complete manner.

9. Client Delays

If the Client causes a delay of more than fourteen (14) consecutive days—through failure to provide access, materials, approvals, or necessary communication—the Contractor may pause services and reallocate internal resources. If the project remains inactive for more than thirty (30) consecutive days, a restart fee of up to fifteen percent (15%) of the total project value may apply. New project timelines will be established at the Contractor’s discretion based on resource availability. Additional charges may apply if deadlines must be accelerated.

10. Subcontracting, Third-Party Services & Talent Hiring

The Contractor may engage subcontractors, freelance professionals, and third-party vendors to fulfill specific components of the work under this Agreement. The Contractor retains full discretion over such hiring decisions and remains solely responsible for the quality and timely delivery of all services. The Client shall not be liable for any third-party expenses unless such costs are pre-approved in writing. The Contractor agrees to notify the Client in advance of any third-party engagement that may materially impact project scope, cost, or timelines.

11. Confidentiality & Non-Compete

Both Parties shall treat all shared information as confidential. Confidential Information includes all business strategies, marketing plans, creative materials, proprietary data, client/vendor information, and any materials marked confidential. The terms of the Mutual Non-Disclosure Agreement between the Parties, dated April 4, 2025, are hereby incorporated by reference and shall govern the exchange of all Confidential Information under this Agreement. Each Party (“Receiving Party”) further agrees to maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other Party (“Disclosing Party”), whether disclosed orally, electronically, or in writing. The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement. Confidentiality obligations shall not apply to information that is:
(a) already publicly available without breach of this Agreement;
(b) independently developed without use of the other Party’s Confidential Information;
(c) lawfully obtained from a third party without breach; or
(d) required to be disclosed by law, provided the Disclosing Party is notified in advance unless prohibited by law.
These obligations shall survive the termination of this Agreement for a period of three (3) years.
The Contractor (The PDF Group) does not agree to any non-compete clause and retains the right to work with other clients.

12. Non-Compete

Nothing in this Agreement shall be construed to restrict the Contractor from providing similar or related services to other clients, including those operating in the same or adjacent industries. The Contractor shall remain free to conduct its business and pursue opportunities without limitation, provided no confidential or proprietary information of the Client is used or disclosed.

13. Limitation of Liability

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, loss of revenue, profits, goodwill, or anticipated savings), whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages. The Contractor’s total cumulative liability for any claims arising out of or relating to this Agreement shall not exceed the total fees actually paid by the Client under this Agreement.

14. Indemnification

Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party (“Indemnified Party”) from and against any and all third-party claims, damages, losses, and expenses (including reasonable attorney’s fees) arising out of or resulting from:
(a) the Indemnifying Party’s material breach of this Agreement; or
(b) the Indemnifying Party’s gross negligence or willful misconduct.
Notwithstanding the foregoing, no Party shall be required to indemnify the other for claims resulting from the Indemnified Party’s own gross negligence, willful misconduct, or breach of this Agreement.

15. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor strikes, war, terrorism, cyberattacks, failure of third-party suppliers or subcontractors, or government restrictions.
In the event of a Force Majeure event, affected obligations (other than payment obligations incurred prior to the event) shall be suspended for the duration of the disruption. Project timelines will be adjusted accordingly. Either Party may terminate this Agreement with written notice if the event continues for more than thirty (30) days.

16. Dispute Resolution

In the event of any dispute arising under or relating to this Agreement, the Parties shall first attempt to resolve the matter through good-faith negotiation and non-binding mediation within thirty (30) days of written notice of the dispute. If the matter remains unresolved, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings held in Delaware, and governed by the laws of the State of Delaware. Each Party shall bear its own legal, filing, and arbitration costs, unless otherwise determined by the arbitrator. The prevailing Party shall be entitled to seek injunctive relief and final enforcement in a court of competent jurisdiction.

17. Independent Contractor

The Contractor is and shall remain an independent contractor and shall not be deemed an employee, partner, agent, or joint venture of the Client for any purpose. Nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary, or employment relationship between the Parties. The Contractor shall be solely responsible for all taxes, insurance, and benefits relating to its personnel and business operations.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

19. Entire Agreement

This Agreement, together with any executed Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, representations, discussions, or agreements, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

20. Acceptance & Authorization

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

The Contractor
Business Name: The PDF Group
Entity Type: California Corporation
Principal Address: 3400 Cottage Way, Ste G2 #12355, Sacramento, CA 95825
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

The Client
Business Name: Kaffe Products, LLC
Entity Type: Georgia Limited Liability Company
Principal Address: 1650 Redi Rd, Suite 200, Cumming, GA 30040
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

STATEMENT OF WORK

The PDF Group x Kaffe Products, LLC
Effective Date: April 4, 2025

This Statement of Work (“SOW”) is governed by the Master Services Agreement entered into between the Parties on April 4, 2025. This document outlines the services, compensation, term, and responsibilities related to the Contractor’s engagement for the Untitled Supplement Gum Brand.

1. Services

The Contractor shall provide creative consulting services, brand oversight, and design support as outlined below:

MONTHLY SERVICES
Engagement:

• Chief Creative Officer (CCO) Title

• Creative Direction & Art Direction

• Product Development

• Ecommerce Front-End Design Strategy

• Influencer Strategy + Financial Plan

• Retail Wholesale Sales Consulting

Marketing:

• Marketing Strategy & Positioning

• Content Direction & Financial Plan

• Social Media Strategy

• Influencer & Partnership Strategies

Copywriting:

• Brand Messaging & Storytelling

• Conversion-Focused Copywriting

• Content for Visibility & Engagement
  
  

Branding & Packaging:

• Brand Identity & Strategy

• CPG Packaging

• Visual Identity & Guidelines

• Customer Understanding & Positioning
  
  

Graphic Design:

• Typography

• Layout & Composition

• Assets & Imagery Support
  
  

2. Deliverables

The Contractor shall provide the following deliverables for the Untitled Supplement Gum Brand:

• Creative Direction and Strategy: Oversee the development of all branding and marketing elements for the brand, including identity, product design, and packaging.
  
  

• Ecommerce Strategy: Develop front-end design and strategy for the brand’s online store and digital presence.
  
  

• Influencer & Retail Sales Consulting: Strategy and financial planning for influencer partnerships and retail sales strategy.
  
  

3. Timeline

This engagement shall commence on April 4, 2025, and conclude on October 4, 2025, unless otherwise modified in writing by both parties.
All services and deliverables must be completed within this six (6) month period. Any extension of services or change in scope shall require a new, separately executed Statement of Work.

4. Compensation & Payment Terms

Compensation & Renewal Clause
The Client (Kaffe Products, LLC.) agrees to compensate The Contractor (The PDF Group) in the amount of $5,000.00 per month, payable on the Monday or Friday closest to the 15th of each month for the duration of this Agreement, starting from the effective date. This monthly compensation shall continue for a period of twelve (12) months. Upon the expiration of the initial 12-month term, the Agreement shall automatically renew on a month-to-month basis unless either Party provides written notice of termination at least thirty (30) days prior to the renewal date. If the Agreement is renewed, the same terms and compensation rate of $5,000.00 per month shall continue. If either Party chooses not to renew, all work shall cease, and no further payment obligations shall exist. Payments shall continue to be due on the Monday or Friday closest to the 15th of each month for any period that services are provided during the renewal term.

Equity: The Contractor shall hold a total of 20% equity in the Untitled Supplement Gum Brand. The equity shall vest as follows:

• 10% vested immediately upon execution of this Agreement.

• 2.5% vested quarterly over the next 4 quarters.
  Additionally, the Contractor will be entitled to an incentive of 1% equity for every $1M in sales during the first 24 months, up to a maximum of 10%. This means that if the brand achieves $10M+ in sales during the first 24 months, the Contractor’s total equity will increase to 30%.

5. Client Responsibilities

The Client agrees to provide timely access to relevant personnel, brand materials, content, and approvals required for the execution of services.
The Client shall assign a primary point of contact to coordinate communication, feedback, and scheduling with the Contractor.
Any delays caused by the Client, including failure to provide necessary assets or feedback, may result in adjusted timelines or reduced deliverables without penalty to the Contractor.

6. Intellectual Property & Ownership

All creative strategies, designs, concepts, source files, and work products created by the Contractor in the course of this engagement shall remain the intellectual property of the Contractor unless otherwise agreed in writing.
Final deliverables produced for the Client may be used by the Client for commercial purposes, with a non-exclusive, royalty-free license granted upon full payment.
This license does not include ownership or rights to underlying templates, drafts, rejected concepts, native working files, or proprietary tools developed by the Contractor, which shall remain solely owned by the Contractor.
The Contractor retains the right to include any final approved work in its portfolio, marketing materials, website, and award submissions, provided such usage does not disclose confidential information or trade secrets.

7. Publicity & Use of Work

The Contractor may publicly display, publish, and promote any final deliverables created under this Agreement, including on websites, social media, pitch materials, and design portfolios.
The Contractor agrees not to disclose confidential or sensitive business information without prior written approval from the Client.
The Client may use all approved final deliverables for any internal or external commercial purpose without additional permissions or fees, subject to the ownership terms outlined in Section 6.

8. Termination

Either Party may terminate this engagement with sixty (60) days’ written notice. In the event of termination prior to the end of the six (6) month term, the Client shall be responsible for payment of all services rendered up to the effective date of termination.
No refunds shall be issued for services that have already been completed.
Any partially completed or unpaid deliverables shall remain the sole property of the Contractor and may not be used, shared, or distributed by the Client without written authorization and full payment.

9. Acceptance & Authorization

By signing below, both parties agree to the terms outlined in this Statement of Work, which is governed by the Master Services Agreement dated April 4, 2025.

The Contractor
Business Name: The PDF Group
Entity Type: California Corporation
Principal Address: 3400 Cottage Way, Ste G2 #12355, Sacramento, CA 95825
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

The Client
Business Name: Kaffe Products, LLC
Entity Type: Georgia Limited Liability Company
Principal Address: 1650 Redi Rd, Suite 200, Cumming, GA 30040
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

OPERATING AGREEMENT

Between The PDF Group and Kaffe Products, LLC
Re: Untitled Supplement Gum Brand
Effective Date: April 4, 2025

1. Purpose

This Operating Agreement (“Agreement”) is entered into as of April 4, 2025, by and between The PDF Group, a California Corporation with its principal place of business at 3400 Cottage Way, Ste G2 #12355, Sacramento, California 95825 (“Contractor”), and Kaffe Products, LLC, a Georgia Limited Liability Company with its principal place of business at 1650 Redi Rd, Suite 200, Cumming, GA 30040 (“Client”).
The purpose of this Agreement is to formalize the working relationship between the Parties as it pertains to the strategic development, branding, marketing, and product expansion of the Untitled Supplement Gum Brand.
The Contractor shall provide strategic consulting, marketing, product development, and branding services for the Untitled Supplement Gum Brand, as outlined in related Statements of Work.

2. Ownership & Equity Structure

The Client shall retain eighty percent (80%) ownership of the Untitled Supplement Gum Brand, and the Contractor shall hold twenty percent (20%) equity in the brand, including in all future revenue and brand valuation derived from the brand as defined herein. The equity will vest as follows:

• 10% vested immediately upon execution of this Agreement.

• 2.5% vested quarterly for the next 4 quarters.
  Additionally, the Contractor will be entitled to an incentive of 1% equity for every $1M in sales during the first 24 months, up to a maximum of 10%. If the brand achieves $10M+ in sales during the first 24 months, the Contractor’s total equity will increase to 30%.

 The Contractor shall not be liable for debts, tax obligations, or operational expenses of the Untitled Supplement Gum Brand, except where such costs are expressly and voluntarily assumed in writing.
The Contractor’s equity shall not be diluted by the issuance of additional shares or equity without its prior written consent. Any proposed dilution shall require mutual agreement between all equity holders.
Both Parties acknowledge this equity relationship does not constitute a legal partnership or joint venture, and that the Contractor shall maintain its status as an independent contractor for all purposes, with ownership benefits defined solely by this Agreement.

3. Vesting Terms & Buyout Conditions

The Contractor’s twenty percent (20%) equity ownership in the Untitled Supplement Gum Brand shall vest in full upon the execution of this Agreement.
In the event either Party seeks to exit the equity arrangement, the Client shall have the option to buy out the Contractor’s equity interest. The buyout valuation shall be based on the average net profit from the most recent twelve (12) months multiplied by a 2.5x multiplier, or by a mutually agreed-upon third-party valuation.
If no agreement on valuation can be reached within thirty (30) days, the Parties shall engage a neutral third-party business appraiser, with all costs shared equally between the Parties.

4. Equity Payouts

The Contractor shall receive equity payouts every three (3) months following the first six (6) months of this Agreement. The payouts shall be based on the percentage of equity (20%) in the Untitled Supplement Gum Brand, calculated from net profits as defined in Section 2. The equity payouts shall be paid within fifteen (15) days after the end of each quarterly period, provided that all financial reporting has been delivered by the Client in a timely manner. The equity payouts will continue throughout the term of the Agreement, with a final payout occurring at the end of the contractual term or upon termination of the Agreement, whichever comes first.

5. Intellectual Property Rights

All branding assets, product designs, marketing collateral, and deliverables created by the Contractor for the Untitled Supplement Gum Brand shall become the intellectual property of the Client upon full and timely payment. However, the Contractor shall retain ownership of all source materials, including but not limited to conceptual frameworks, working files, proprietary design systems, templates, and rejected creative iterations not selected or implemented by the Client.
The Client shall receive a non-exclusive, royalty-free, perpetual license to use the finalized branded materials, deliverables, and creative assets provided under this Agreement solely for the benefit of the Client.
The Contractor shall retain the right to showcase completed work in its portfolio, website, awards submissions, and other promotional materials, provided that any confidential or pre-launch information is withheld until such materials are publicly released by the Client.

6. Decision-Making & Approvals

The Contractor shall serve as the creative and strategic lead for the Untitled Supplement Gum Brand. All major creative, branding, and product development decisions shall be presented to the Client for input and final sign-off, with the Contractor retaining authority over execution and interpretation of approved directions.
The Client agrees to provide timely feedback and decision-making support. If feedback or approvals are delayed by more than ten (10) business days, the Contractor reserves the right to pause work until direction is received without penalty or impact to project timelines.
Any changes to agreed-upon deliverables, direction, or brand strategy must be submitted in writing and require mutual written approval by both Parties.

7. Termination & Exit Strategy

Either Party may terminate this Agreement at any time with sixty (60) days’ written notice.
In the event of termination, the Contractor shall retain all equity and profit-share rights earned or vested to date.
If the Client chooses to buy out the Contractor’s equity, the buyout price shall be calculated using the average net profit from the most recent twelve (12) months multiplied by a 2.5x multiple, or based on a mutually agreed-upon third-party valuation.
If no agreement is reached within thirty (30) days, the Parties agree to engage a neutral third-party business appraiser, and costs will be shared equally.
If the Client terminates this Agreement without cause, the Contractor shall be entitled to a termination fee equal to 50% of the remaining value of the original Agreement.
Upon termination, the Contractor shall retain ownership of all unpaid or rejected creative assets, source materials, templates, or unlicensed designs. The Client shall be prohibited from using or distributing any such materials without express written approval and full payment.

8. Authorization & Signatures

By signing below, both Parties acknowledge that they have read, understood, and agree to be bound by the terms of this Operating Agreement for the Untitled Supplement Gum Brand, effective as of the date of final signature.

The Contractor
Business Name: The PDF Group
Entity Type: California Corporation
Principal Address: 3400 Cottage Way, Ste G2 #12355, Sacramento, CA 95825
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

The Client
Business Name: Kaffe Products, LLC
Entity Type: Georgia Limited Liability Company
Principal Address: 1650 Redi Rd, Suite 200, Cumming, GA 30040
Signature: _______________________________
Printed Name: ____________________________
Title: _________________________________
Date: _________________________________

We’re set to begin a full-scale brand build starting April 4, 2025, with an eight-week expedited timeline. This intensive sprint will culminate in a fully realized brand foundation, ready for market activation.

Over the course of these eight weeks, we will develop:

    •    Naming & Verbal Identity – Crafting a distinctive, memorable brand name and language system aligned with your mission and audience.

    •    Complex Brand Strategy – Built using our proprietary Shade Tactics framework, defining your brand’s core identity, strategic positioning, audience resonance, and narrative system.

    •    Visual Identity System – Logo, color theory, typography, iconography, and overall art direction rooted in the strategy, designed for versatility across platforms.

    •    Packaging Design – Structurally and visually developing packaging that communicates your brand’s values and stands out on shelf and screen.

    •    Copywriting – Voice and tone guide, tagline development, brand messaging, and product-level copy where applicable.

    •    Influencer Strategy – Identifying aligned voices, tiers, and activation models for organic and paid influencer engagement.

    •    Go-To-Market Strategy – Outlining launch phases, distribution channels, marketing levers, and key dates.

    •    Brand Launch Plan – Campaign creative direction, timelines, and recommended assets for a successful debut.

    •    Customer Insight & Persona Development – Deep dives into your audience segments using psychographics, motivations, and behavior mapping.

    •    Positioning Strategy – Competitive landscape analysis and unique market positioning that defines your edge.

    •    Research & Development – Category exploration, trend forecasting, and cultural insights to inform every creative and strategic decision.

This is a highly collaborative and strategic phase of work. To maintain our timeline and ensure successful delivery, the initial invoice must be paid by April 4th, 2025. This secures your slot and allows us to fully allocate resources and begin onboarding.

We’re ready to build something exceptional—and this is where it begins.

LINK TO INVOICE