Transition Services Agreement between Twin Vee Powercats Co. and Forza X1, Inc

Exhibit 10.9

TRANSITION SERVICES Agreement

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is dated , 2022, with an effective date of , 2022 by and between Forza X1, Inc. (“Forza”) and Twin Vee PowerCats Co. (“Twin Vee” and, together with Forza, the “Parties” and, each of them individually, the “Party”).

RECITAL

WHEREAS, Twin Vee has the resources and capacity to provide certain services, including office space, personnel and corporate services, such as cash management, internal audit, information technology, facilities management, promotional sales and marketing, legal, payroll, benefits administration and other administrative services and insurance services (collectively, the “Services”);

WHEREAS, Twin Vee is willing to provide or arrange for the provision of the Services to Forza, all upon the terms and conditions set forth herein;

WHEREAS, in the absence of obtaining such services from Twin Vee, Forza would require additional staff and would need to enhance its existing administrative infrastructure; and

WHEREAS, each of the Parties hereto acknowledges that greater efficiencies and reduced costs are expected to be achieved from the economies of scale associated with the provision of such Services by Twin Vee to Forza in the manner provided herein during the term hereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

For such time as any employees of Twin Vee or any of its affiliates are providing the Services to Forza under this Agreement, (i) such employees will remain employees of Twin Vee or such affiliate, as applicable, and shall not be deemed to be employees of Forza for any purpose, and (ii) Twin Vee or such affiliate, as applicable, shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, and the withholding and payment of applicable taxes relating to such employment.

In the event of a breach or threatened breach of any provision of this Section 2(e), the non-disclosing Party shall have the right to have such obligation specifically enforced by a court of competent jurisdiction, including without limitation, the right to entry of restraining orders and injunctions (whether preliminary, mandatory, temporary or permanent) against a violation, threatened or actual, and whether or not continuing, of such obligation, without the necessity of showing any particular injury or damage. It is hereby acknowledged and agreed that any such breach or threatened breach would cause irreparable injury to a Party and that money damages would not provide adequate remedy. Each Party may pursue any such remedy available to it concurrently or consecutively in any order as to any such breach or violation and the pursuit of one of such remedies at any time will not be deemed an election of remedies or waiver of the right to pursue any other of such remedies as to such breach or violation or as to any other breach, violation or threatened breach or violation.

[Signature page to follow.]

IN WITNESS WHEREOF the Parties have executed this Agreement this [__] day of [____], 2022.

EXHIBIT A

Services

During the Term of the Agreement and upon the terms and conditions set forth therein, Twin Vee shall provide to Forza the following Services as reasonably requested by Forza from time to time:

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