Consulting Agreement, dated April 28, 2023, by and between Unico American Corporation and Centri Business Consulting, LLC

1.

Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant as an independent contractor to perform the services set forth herein, and the Consultant hereby accepts such engagement.

2.

Duties, Term, and Compensation. The Consultant's duties, term of engagement and compensation are set forth in the Scope of Services attached as Schedule A, which may be amended in writing from time to time by the Consultant and the Company.

3.

Expenses. During the term of this Agreement, the Consultant shall regularly invoice and the Company shall reimburse the Consultant for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the Consultant's duties hereunder. All invoices for expenses shall be paid in full upon receipt.

4.

Delay in Payments. In the event of the failure of the Company to pay any amount due pursuant to Sections 2 or 3 above, the Consultant may suspend doing any further work hereunder until such payments are made. In addition, the Consultant may charge the Company a late fee of 1-1/2% per month for any delayed payment. In addition, with respect to any such late payments, the Consultant shall have all rights available to the Consultant under law to collect, in full, any such payments plus all attorneys' fees and costs incurred by the Consultant in such collection efforts.

5.

Written Reports. The Company may request that project plans, progress reports and a final results report be provided by the Consultant on a monthly basis. A final results report shall be due at the conclusion of the project and shall be submitted to the Company in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company.

6.

Confidentiality. The Consultant acknowledges that during the engagement the Consultant will have access to and become acquainted with various non-public trade secrets, inventions, innovations, processes, information, files, documents, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company's business and product processes, customer lists, accounts and procedures ("Confidential Information"). The Consultant agrees that the Consultant will not disclose any Confidential Information, directly or indirectly, or use any of this information in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this or any other engagement with the Company. All Confidential Information shall remain the exclusive property of the Company. The Consultant shall not retain any copies of the Confidential Information without the Company's prior written permission except as may be necessary for compliance purposes. Upon written request by the Company, the Consultant shall immediately deliver to the Company in the Confidential Information in the Consultant's possession or under the Consultant's control. Notwithstanding anything herein to the contrary, Confidential Information shall not include any information which (i) was in possession of the Consultant prior to the time of disclosure to the Consultant by the Company, (ii) is or becomes generally available to the public other than as a result of a disclosure by the Consultant in breach of this Agreement, (iii) is or becomes available to the Consultant from a third party which is not, to the Consultant's knowledge, bound by a nondisclosure agreement in favor of the Company, (iv) is developed by the Consultant without reference to the Confidential Information, or (v) which the Consultant is obligated or compelled to disclose by any subpoena or order from any governmental authority. Notwithstanding any of the foregoing, the Consultant has the right to reference Company as a customer in its standard marketing materials provided that Company may revoke this consent upon written notice to the Consultant in which case the Consultant shall use commercially reasonable efforts to update its materials to comply with this request on a reasonable timeline. Either party shall be entitled to seek injunctive or equitable relief in the event of any breach or threatened breach of this section, in addition to any other rights or remedies that the non-breaching party may have for damages or otherwise.

7.

Conflicts of Interest; Non-hire Provision. During the term of this agreement, the Consultant shall devote as much of the Consultant's productive time, energy and abilities to the performance of the Consultant's duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Consultant is expressly free to perform services for other parties while performing services for the Company. The Company further agrees that it will not hire the Consultant's employees to work for the Company. If the Company does hire an employee of the Consultant, it will pay the Consultant 30% of such employee's total annual compensation with the Company within 30 days of such employee's starting date with the Company. In addition, the Company will provide supporting documentation to the Consultant of such total annual compensation and start date. For a period of one year following any termination of this Agreement, the Consultant (or Company) shall not, directly or indirectly hire, solicit, or encourage leaving the Company's (or Consultant's) employment, any employee or hiring any such employee who has left employment within one year of such employment.

8.

Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Consultant under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Consultant of any of the provisions of Sections 6 and 7 of this Agreement will cause the Company irreparable injury and damage. The Consultant expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of a breach of Sections 6 and 7 of this Agreement by the Consultant. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company might have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

9.

Termination. The Consultant may terminate this Agreement in the event the Company fails to pay, as and when due, any amounts due under Sections 2 or 3 above. The Company may terminate this Agreement upon a material breach hereof by the Consultant, but only after the Company shall have given a notice of default to the Consultant specifying the alleged breach and affording the Consultant 20 working days to rectify or cure such alleged breach. In addition to the foregoing provision regarding termination, either party may terminate this Agreement upon thirty (30) days prior written notice to the other party.

10.

Independent Contractor. This Agreement shall not render the Consultant an employee, partner, agent of, or joint venturer with the Company for any purpose. The Consultant is and will remain an independent contractor in the Consultant's relationship to the Company.