Master Distribution Agreement

Exhibit 10.3

MASTER DISTRIBUTION AGREEMENT

THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), effective as of February 8, 2024, is made with reference to that certain Membership Interest Purchase and Sale Agreement dated January 22, 2024, by and between Excess Telecom, Inc., and KonaTel, Inc. (the “PSA” or the “Purchase Agreement” and such date being the “Effective Date”), and is entered into by and among (i) Excess Telecom, Inc., Nevada corporation, having its principal place of business located at 3773 Howard Hughes Parkway, Suite 590S, Las Vegas, Nevada (hereinafter referred to as “Distributor”); (ii) KonaTel, Inc., a Delaware corporation , having its principal place of business located at 500 N. Central Expressway, Suite 202, Plano, Texas 75074 (hereinafter referred to as “KonaTel”) and (iii) IM Telecom, LLC, an Oklahoma limited liability company (hereafter “IM Telecom”). Distributor, KonaTel and IM Telecom may be referred to herein each individually as a “Party” or collectively as the “Parties.”

WHEREAS, Distributor is, among other things, in the business of providing marketing assistance for wireless telecommunications services, acquiring and distributing wireless handsets and tablets, shipping such handsets and tablets to customers, and activating wireless services pursuant to agreements with third party providers of wireless telecommunications carriers (the “Distribution Services”);

WHEREAS, IM Telecom is in the business of offering and providing wireless telecommunications services subsidized by the federal Lifeline program and state Lifeline programs (“LifeLine”), and the Affordable Connectivity Program (“ACP”) to qualified customers, and offering and providing handsets and tablets compatible with Wireless Services to such qualified customers; and

WHEREAS, IM Telecom desires to engage and allow Distributor to perform the Distribution Services as set forth herein, and Distributor desires to be so engaged by IM Telecom;

NOW, THEREFORE, in consideration of the mutual promises and obligations contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

The Parties to this Agreement are independent businesses entering into an arms-length contract in keeping with their pre-existing businesses. This Agreement will not be construed to create a partnership, joint venture, employment or franchise relationship among Distributor, on the one hand, and either or both of KonaTel and IM Telecom on the other, and neither Party will represent that such a relationship exists. Distributor is solely responsible for all salaries and other compensation of its employees, suppliers, subcontractors, and agents, and for making all deductions and withholdings from employees’ salaries and other compensation and paying all contributions, taxes and assessments. Neither Distributor nor its employees, agents, independent contractors and/or subcontractors are entitled to participate in any workers’ compensation, retirement,

insurance, stock options or any other benefits afforded to employees of IM Telecom. Except as set forth in Section 6.1 and as provided in the Management Agreement, Distributor has no authority to bind IM Telecom to a contract, and except as provided in Section 6.1 or in the Management Agreement, Distributor is not authorized to act as an agent for IM Telecom, and Distributor will not represent that such a relationship exists. Except as provided herein, IM Telecom has no authority to bind Distributor to a contract, and IM Telecom is not authorized to act as an agent for the Distributor, and will not represent that such a relationships exists.

such other ancillary services relating to Lifeline and ACP services offered to Distribution-Channel End Users.

 3.1.2.1.Except for Distributor’s authority to market IM Telecom’s Lifeline and/or ACP services and enroll properly qualified Lifeline and ACP customers on behalf of IM Telecom in accordance with law and with IM Telecom’s enrollment process, neither Distributor nor its employees or ISRs shall have any authority under this Agreement to bind IM Telecom in any manner whatsoever.

3.1.2.2.Distributor is solely responsible for selection of its employees and/or ISRs, for negotiating the terms of any contracts or agreements with such employees or ISRs, and for all payment or compensation to such employees and ISRs.

3.1.2.3.Distributor, its employees, and any ISRs that Distributor engages for the purpose of performing under this Agreement must adhere to all applicable laws, including without limitation the Applicable Telecommunications Laws and Regulations.

3.1.2.4.Distributor shall adhere to the Applicable Telecommunications Laws and Regulations, including FCC rules that prohibit payment of commissions for enrollment representatives and

their direct supervisors and adhere to IM Telecom audit requests for verification of compensation method. Distributor will not offer or provide to any enrollment representative (as defined in Section 54.400(p) of the FCC’s rules for Lifeline and 54.1800(k) for ACP) or their direct supervisors any compensation in violation of Section 54.406(b) of the FCC’s Lifeline rules or Section 54.1807(b) of the FCC’s ACP rules. Distributor will also not allow any agents or distributors hired by Distributor to pay their enrollment representatives or direct supervisors any compensation in violation of the FCC’s rules.

vendors (wherever located) to supply materials, resources or services to be used in connection with goods or services that are competitive with those of the Other Party’s business, or in a manner that would materially and adversely affect the Other Party’s relationship with such persons; (ii) hire, solicit, or take away any person or entity who or which was an employee of or service provider or consultant to the Other Party within the twelve (12) month period prior to the date of such hiring, solicitation, or taking away, or is or becomes at any time during the Restricted Period an employee or service provider or consultant of the Other Party or any of its affiliates; or (iii) directly or indirectly assist any person or entity to take or attempt or offer to take any of the foregoing actions described in this Section; provided, however, the foregoing provisions of this Section will not be deemed or construed to restrict general solicitations that may, without specific intent, violate the foregoing terms of this Section.

Distribution-Channel End Users and who subscribed to Distributor Products and Distributor Wireless Services. This duty to cooperate will survive any event of termination for a period of three (3) years.

Telecom Indemnitee or an insurer of any of them, IM Telecom will exercise commercially reasonable efforts to provide Distributor with the benefit of such recovery.

This Agreement, together with the other Transaction Agreements (as defined in the PSA), including the exhibits and schedules attached hereto and thereto, and the documents and instruments referred to herein and therein, embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement, and any documents and instruments contemplated hereby, supersedes all prior agreements and undertakings between the Parties with respect to such subject matter. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall remain in full force and effect, and such term or provision shall be deemed to be deleted. The Parties specifically agree that the attached Schedule A and any exhibits are incorporated by reference herein as a part of this Agreement, the same as if set forth in the body hereof.

This Agreement may be amended, modified or supplemented only by an instrument in writing executed by the Party against which enforcement of the amendment, modification or supplement may be sought.

Except as expressly provided below, this Agreement may not be assigned by any Party at any time without the written consent of the other Parties, and any attempt to do so shall be void and of no effect. Notwithstanding the foregoing limitations on the assignment of this Agreement to the contrary, any Party to this Agreement may assign its rights under this Agreement without the consent of the other Parties, if the assignment is made to an Affiliate, an entity acquiring all or substantially all of its assets or business of such transferring Party, or, solely, in the case of Distributor, to an entity acquiring all or substantially all of its rights under PSA and relating Transaction Agreements; provided, that the transferring Party will, prior to the effectiveness of such assignment, cause such

Affiliate or the party acquiring the assets of such transferring Party to assume the obligations of such Party under this Agreement.

This Agreement will be effective and binding only when executed by an authorized representative of each Party. This Agreement shall be governed by the laws of the State of Nevada, and both parties further consent to jurisdiction by the state and federal courts sitting in Clark County in the State of Nevada.

All notices provided under this Agreement must be in writing and will be deemed to be duly given after it has been sent by both electronic mail and First Class U.S. mail to the addresses below, or at such other address as any Party hereto may have furnished to the other Party in writing by pursuant to written notice under this Agreement:

To: Excess Telecom, Inc.

KonaTel, Inc. or IM Telecom, LLC

Denver, CO 80202
Attn: Stephen J. Ismert
Email: ***@***

adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Distributor or third parties to unfairly compete with IM Telecom resulting in irreparable harm to IM Telecom, and therefore, that upon any such breach or any threat thereof, IM Telecom shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. Distributor will notify IM Telecom in writing immediately upon the occurrence of any unauthorized release of Confidential Information.

ground for termination by a Party of the service affected by such force majeure, without termination fees or other liability or obligation.

this Agreement), or any course of conduct, course of dealing, statement (written or verbal) or action of any party, or any exercise by any party of their respective rights under this Agreement or in any way relating to this Agreement that are brought before a forum in which pre-dispute waivers of the right to trial by jury are invalid under applicable law (each, a “Dispute”) shall be settled and resolved by binding arbitration in Las Vegas, Nevada, before a single arbitrator with the JAMS (“JAMS”) pursuant to the then prevailing JAMS Streamlined Arbitration Rules and Procedures except as modified by this Agreement. For the avoidance of doubt, any disagreement among the parties as to whether a dispute, claim or controversy is subject to arbitration under the terms of this Agreement shall constitute a Dispute.

charged to the party by its counsel, in such amount as is determined by the arbitrator.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their respective authorized representatives below:

For Excess Telecom, Inc.:

Excess Telecom, Inc. a Nevada corporation

(signature)

For KonaTel, Inc.:

KonaTel, Inc., a Delaware corporation

(signature)

Agreed to and acknowledged by IM Telecom, LLC, an Oklahoma limited liability company.