conversations.from: human
conversations.value: What comes next for this: SCHEDULE 1 TO EXHIBIT 'B' This Schedule 1 to Exhibit B ("Schedule 1") is entered into as of the 26th day of March, 2020 by and between Kubient, Inc. ("Kubient"), and The Associated Press ("Customer"). This Schedule 1 is hereby incorporated into and made a part of Exhibit B to the Master Services Agreement between the Parties (Effective Date: February 5, 2020). Monthly Revenue* Below Threshold Above Threshold Type Threshold Customer Kubient Customer Kubient Programmatic/Display $ 300,000.00 90% 10%** 50% 50% Video $ 30,000.00 100% 0 % 50% 50% Direct Deals*** Undertone 100% 0 % 50% 50% Native**** $ 100,000.00 100% 0 % 50% 50% Data/Newsletter $ - 0 % 0 % 50% 50% Podcasts $ - 0 % 0 % 50% 50% Other $ - 0 % 0 % 50% 50% *All "Revenue" calculations shall refer to gross revenue actually received by the collecting party less client credits and allowances for returns, but without any deduction or offset for costs incurred by either Party, except for "Direct Deals". For "Direct Deals", "Revenue" shall refer to Net Revenue, defined as gross revenue actually received by the collecting party less client credits and allowances for returns and less any agreed upon costs incurred by either Party in support of a "Direct Deal" for such things as production, photography, video, content creation and/or media buying (i.e. Nativo). Programmatic/Display refers to revenue generated by the following clients and any additional clients that AP adds during the term: Google Adexchange, Index Exchange, OpenX, Smaata, Rhythm One; Rubicon; TripleLift; Amazon; DistrictM; AppNexus; Xandr; Media.net; Criteo; Sovm; Saamba; AOL Marketplace **Kubient "Below Threshold" monthly compensation shall act as a guaranteed draw against any Kubient "Above Threshold" monthly compensation generated from any/all Types of "Revenue". This compensation shall expire on September 1, 2020, such that Kubient shall not be entitled to or receive after the month of August. ***"Direct Deals" shall refer to any sort of sponsorship or customized off-platform opportunity (e.g., via AP's native or social media channels) introduced by Kubient. Kubient shall have no right to or interest in "Revenue" generated from Direct Deals with Regions Bank, Undertone, or Healthgrades. Kubient shall have no right to or interest in "Revenue" generated from Nativo, except for new "Direct Deals" introduced by Kubient that generate Net Revenue. ****"Native" ad-based revenue is generated by Taboola. Kubient shall have no right to or interest in any "Above Threshold" Native ad- based revenue generated by Taboola. ACKNOWLEDGEMENT: Customer acknowledges and agrees that the above calculations are based on its own revenue reports and present a fair, reasonable and accurate representation of its monthly average digital revenue. IN WITNESS WHEREOF, the parties hereto have caused this Exhibit B to be executed by their duly authorized representatives as of the 26th day of March, 2020. Kubient Signature: By: /s/ Paul Roberts Its: President Date: 3/27/2020 Customer Signature: By: /s/ Ted Mendelsohn Its: VP, Commercial Mkts Date: 3/27/2020
conversations.from: assistant
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: EXHIBIT 'B'
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Kubient, Inc.
  * Customer
  * The Associated Press
  * Kubient
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: the 26th day of March 2020
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: February 5, 2020
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. During the Term and any renewal terms of the Agreement, and for a period of one (1) year following the expiration or earlier termination thereof, Customer agrees not to work with, directly or indirectly, any Third-Party that Customer comes to know through disclosure by Kubient as part of the Services, without the express written consent of Kubient and compensation to Kubient under the applicable exhibit and/or schedule.
conversations.from: human
conversations.value: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above?
conversations.from: assistant
conversations.value: Provided however, this provision shall not apply in the event Customer can establish, in writing, that it had a preexisting working relationship with such Third-Party prior to the Agreement and without Kubient's assistance. Customer acknowledges that this provision is reasonable and necessary for the protection of Kubient and that Kubient will be irrevocably damaged if such covenant is not specifically enforced. Customer further agrees that Kubient will be entitled to seek injunctive relief for the purpose of restraining Customer from violating this covenant (and no bond or other security shall be required in connection therewith) in addition to any other relief to which Kubient may be entitled under the Agreement.
conversations.from: human
conversations.value: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the  counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. 
  * During the Term and any renewal terms of the Agreement, and for a period of one (1) year following the expiration or earlier termination thereof, Customer shall not, whether for its own account or for the account of any other person or entity, interfere with the relationship of Kubient with, or endeavor to entice away from Kubient, any person or entity who was or is a an employee or Third-Party of Kubient.
  * During the Term and any renewal terms of the Agreement, and for a period of one (1) year following the expiration or earlier termination thereof, Customer shall not, without Kubient's prior written consent, directly or indirectly (i) solicit or encourage any person to leave the employment or other service of Kubient; or (ii) hire, on behalf of Customer or any other person or entity, any person who has left the employment of Kubient within the one (1) year period following the termination or end of that person's employment.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: Yes. 
  * Monthly Revenue* Below Threshold Above Threshold Type Threshold Customer Kubient Customer Kubient Programmatic/Display $ 300,000.00 90% 10%** 50% 50% Video $ 30,000.00 100% 0 % 50% 50% Direct Deals*** Undertone 100% 0 % 50% 50% Native**** $ 100,000.00 100% 0 % 50% 50% Data/Newsletter $ - 0 % 0 % 50% 50% Podcasts $ - 0 % 0 % 50% 50% Other $ - 0 % 0 % 50% 50%
  * Commencing on March 1, 2020 and thereafter, the Parties shall share revenue generated from Customer's consumer offerings, including but not limited to its content, technology, traffic, data, websites, apps, videos and podcasts, without offset and regardless of which Party is responsible for securing such revenue, as per the attached Schedule 1.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?