EXHIBIT A SERVICES AGREEMENT
SCOPE OF WORK
This SOW details the Services, and forms part of the Services Agreement by and between CTW and Hilton.

1. Description of the Services:

• In connection with the Services, CTW collects certain items, including soap, lo tion, shampoo , conditioner , bath gel/body wash (the " Hospitality Items") from the Participating Property; sepa rates, sorts and prepares the Hospitality Items at the processing center; recycles Hospitality Items pursuant to CTW's proprietary process; and distributes the appropriate Hospitality Items to third parties

• Full Service Program: Full Service Hospitality Recycling Program includes the daily collection and recycling of all partially used bar soap and bottled amenities (shampoo, conditioner, lotion , bath gel/ body wash) from each standard Participating Property hotel room.

• Soap Only Program: Soap Only Service Hospitality Recycling Program includes the daily collection and recycling of all partially used bar soap from any Participating Property hotel room.

• The Participating Property receives from CTW the Clean the World Partner Certificate, collection bins, housekeeping training video, digital assets, and one time initial order of guest room vanity cards.

• CTW shall exercise commercially reasonable efforts in connection with the delivery of the Services, including with respect to consistency , timeliness and scheduling.

• Title to all Hospitality Items brought to the Processing Center shall be with CTW, and CTW shall have the responsibility for the transportation, processing and delivery thereof immediately following the collection thereof by CTW.

• CTW agrees to furnish quarterly and annual reports to Hilton and to the Participating Property concerning the Services performed under this Agreement (the "Reports"). Such Reports shall be delivered to the Participating Property at the end of each quarter and at the end of each calendar year. The Reports shall in clude , at a minimum , data on weights and/or quantities , by item, of all Hospitality Items collected and recycled pursuant to this Agreement.

2. Hilton Worldwide Participating Property Program Service and Fees
Clean the World Global Hospitality Recycling Program Service Baseline Pricing:
Non-Management
Non-Corporate Agreement Pricing
0-50,000
Total Hilton Worldwide Rooms
50,000-130,000
Total Hilton Worldwide Rooms
130,001+
Total Hilton Worldwide Rooms
Clean the World Hospitality FULL SERVICE program- CONTINENTAL US
$0.65/room/month
$0.61/room/month
$0.60/room/month
$0.58/room/month
Clean the World Hospitality FULL SERVICE program- HAWAII (including French Polynesia), Puerto Rico, Caribbean, U.S. Virgin Islands, Mexico
$1.75 USD/room/month
$1.70 USD/room/month
$1.69 USD/room/month
$1.66 USD/room/month
Clean the World Hospitality FULL SERVICE program- ALASKA

$0.75/room/month
$0.70/room/month
$0.68/room/month
$0.66/room/month
Clean the World Hospitality FULL SERVICE program Canada $1.00 USD/room/month $0.95 USD/room/month $0.94 USD/room/month $0.92 USD/room/month
Clean the World Hospitality SOAP ONLY program- CONTINENTAL US
$0.43/room/month
$0.40/room/month
$0.39/room/month
$0.38/room/month
Clean the World Hospitality FULL SERVICE program- HAWAII (including French Polynesia), Puerto Rico, Caribbean, U.S. Virgin Islands, Mexico
$1.45/room/month
$1.41/room/month
$1.40/room/month
$1.39/room/month
Clean the World Hospitality SOAP ONLY program- ALASKA

$0.50/room/month
$0.47/room/month
$0.46/room/month
$0.45/room/month
Clean the World Hospitality FULL SERVICE program Canada $0.80 USD/room/month $0.79 USD/room/month $0.78 USD/room/month $0.77 USD/room/month
Clean the World Hospitality SOAP ONLY program – Hong Kong $0.75 USD/room/month $0.75 USD/room/month $0.75 USD/room/month $0.75 USD/room/month
Clean the World Hospitality SOAP ONLY program – Macau $1.10 USD/room/month $1.10 USD/room/month $1.10 USD/room/month $1.10 USD/room/month
Clean the World Hospitality SOAP ONLY program – Singapore $0.80 USD/room/month $0.80 USD/room/month $0.80 USD/room/month $0.80 USD/room/month
Clean the World Hospitality SOAP ONLY program – Japan $1.10 USD/room/month $1.10 USD/room/month $1.10 USD/room/month $1.10 USD/room/month
Clean the World Hospitality SOAP ONLY program – Indonesia $0.70 USD/room/month $0.70 USD/room/month $0.70 USD/room/month $0.70 USD/room/month
*** $50.00 Monthly Minimum program fee ***
SYSCO GUEST SUPPLY DISCOUNT: Clean the World has a strategic, global partnership with Sysco Guest Supply. A current term of that agreement offers a 15% discount for Clean the World recycling services to all Hilton properties that source product from Sysco Guest Supply. The 15% discount is in addition to the above stated prices.

EXHIBIT B

FORM OF PARTICIPATING PROPERTY AGREEMENT

This Participating Property Agreement ("Agreement") is effective as of the __ day of 20__ (the
"Effective Date"), by and between __________________________________, a ___________ company
(the "Operator"), as operator of the _______________________________ (the "Participating Property")
having its principal place of business at _______________________________________________and
Clean the World Ventures, Inc. ("CTW"), having its principal place of business at 2544 E. Landstreet,
Suite 600, Orlando FL 32824

Background

WHEREAS, CTW has entered into that certain Services Agreement dated November 5, 2018 (the
"Services Agreement") with Hilton Domestic Operating Company Inc. ("Hilton") pursuant to which,
CTW will provide Hilton with the Services, as set forth on Exhibit A of the Services Agreement; and
WHEREAS, Operator desires to participate in the Program and CTW desires to provide the
Services to Operator under the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Operator and CTW hereby agree as follows:
1. Defined Terms. Any term used in this Agreement and not defined herein shall have the meaning
described in the Services Agreement.
2. Term and Termination. Unless earlier terminated as provided in this Agreement, this Agreement
shall be effective commencing on the Effective Date until termination of the Services Agreement
between CTW and Hilton. Operator may terminate this Agreement for convenience upon thirty (30)
days' written notice to CTW.
3. CTW Services. CTW will provide to Operator the Services as set forth on Exhibit A of the Services
Agreement, and as further indicated on the Participant Sign Up Form ("the "Sign Up Form"),
attached hereto as Attachment 1 and incorporated herein.
4. Fees and Expenses. Operator will pay CTW for the contracted Services in accordance with the terms
of the Services Agreement and the Sign-Up Form.
5. Assignment. CTW may not assign this Agreement or any interest herein or delegate any obligation
hereunder without the prior written consent of Operator, such consent not to be unreasonably
conditioned, delayed or withheld.
6. Notices. All notices to be given under this Agreement shall be in writing and shall be deemed
effective on the earlier of: (i) one (1) business day after being sent by certified or registered mail. All
notices shall be sent to the receiving party's address set forth above, unless either party so specifies in
writing a different address for the giving of such notice.
7. Indemnification. CTW hereby indemnifies and holds harmless Operator, and its owners, partners,
subsidiaries, affiliates, franchisees, managed properties and each of such person's or entity's officers,

directors, agents, contractors, subcontractors, guests, residents, visitors, licensees, invitees, permitees
and employees (collectively referred to as the "Indemnitees"), and each of them, against and from any
and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatever nature
(including reasonable attorneys' fees), and whether by reason of death of or injury to any person or
loss
of or damage to any property or otherwise from any individual, entity or regulator ("Claims"),
arising out of or in any way connected with this Agreement, a violation or breach of any of the terms
and conditions of this Agreement, the Program provided by CTW or any subcontractors of CTW
hereunder or any related act or failure to act by CTW, its employees, agents or subcontractors. Any
Indemnitees against whom a Claim has been made may, by notice to CTW, require CTW to defend
the Claim at CTW's own expense.
8. Miscellaneous. CTW is an independent contractor and no employee or agent of CTW shall be
deemed for any reason to be an employee or agent of Operator. Section 1, 6, 7 and 8 of this
Agreement and any other provisions hereof which expressly provide that they survive expiration or
termination, or which must survive expiration or termination in order to be fully operative shall
survive the expiration or termination of this Agreement. This Agreement, and any schedules or
attachments hereto and incorporated herein contain the full and complete understanding of the parties
as to the subjects contained herein and supersedes any and all prior written or oral agreements or
understandings between the parties. In the event of any conflict between the terms of this Agreement
and the terms of any attachments, exhibits, proposals, specifications, invoices, purchase orders, or
any other documents or correspondence, the terms of this Agreement shall prevail. This Agreement
may not be modified or altered except by a written non-electronic instrument executed by the non-
electronic signature of both parties. The failure of either party to exercise in any respect any right
provided for in the Agreement shall not be deemed a waiver of any rights. The Agreement shall be
governed by the laws of the State of New York, USA without regard to its conflict of laws principles.
If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of
competent jurisdiction or arbitrator, such phrase, clause or provision shall be deemed severed from
this Agreement, but will not affect any other provision of this Agreement, which shall otherwise
remain in frill force and effect; provided, however, if any restriction or limitation in this Agreement is
deemed by an arbitrator or a court of competent jurisdiction to be unenforceable because it is
unreasonable, onerous or unduly restrictive, it shall not be stricken in its entirety or held totally void
and unenforceable, but shall remain effective to the maximum extent permissible within reasonable
bounds.
IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this
Agreement as of the Effective Date.
Clean the World Ventures, Inc. Hilton Operator
By:_____________________________ By:___________________________
Name:___________________________ Name:_________________________
Title:____________________________ Title:__________________________
Date:____________________________ Date:__________________________

Attachment 1 to Form of Participation Agreement
Hilton Worldwide Participant Sign Up Form:

PLEASE PRINT THE INFORMATION BELOW

Hotel/Property Name ("Program Participant")

Number of Rooms: _____________

Hotel/Property Billing Address (including city, state and zip code):

Hotel/Property Shipping Address (including city, state and zip code):

Contact and Billing Information

Clean the World's standard billing is processed quarterly in advance. Invoices are submitted on the first day of the first month of each quarter and are due thirty (30) days following receipt of invoice.

Additional billing options are available with discounts. Please initial one below. If no selection is made, quarterly invoicing will apply:

Semi-Annual Invoicing - 2% discount

Annual Invoicing - 5% discount

PO# (if applicable) ______
Please select the preferred method of delivery of your invoice: □ Regular mail □ Email Is your property part of a bigger hotel management company? If your entire management portfolio agrees to have all hotels participate with central invoicing you can benefit from lower prices.
Hilton Worldwide Participant Sign Up Form (continued):

General Manager Name: General Manager Email Address:

Director of Housekeeping Name: Director of Housekeeping Email Address:

Accounts Payable Contact Name: Accounts Payable Contact Email Address:

By: (Signature Required) Name: (Please Print)
Title: Date:______________________________________________
Please send all payments to the following address: Clean the World
2544 E. Landstreet Road,
Ste. 600
Orlando, FL 32824

For all accounting related questions, please email accounting@cleantheworld.org PLEASE RETURN THIS COMPLETED FORM BY EMAIL TO
programs@cleantheworld.org OR FAX IT TO 732-847-5446.

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