Rainmaker Worldwide Inc 8-K, filed Sep 23, 2026
Rainmaker Worldwide Inc. (RAKR)
About this 8-K
Rainmaker Worldwide Inc filed this 8-K on September 23, 2026, reporting on events of September 22, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Interim Vice President, Finance & Administration Services Agreement
Effective September 22, 2026, Rainmaker Worldwide Inc. (the “Company”) entered into an Interim Vice President, Finance & Administration Services Agreement (the “VP Finance Agreement”) with 2752128 Ontario Ltd. (“2752128”), pursuant to which 2752128 will provide finance, accounting, financial reporting and corporate-administration services principally through Kelly White through December 31, 2026, unless earlier terminated or extended.
Ms. White is a director and Treasurer of the Company and has been designated as the Company’s Principal Financial Officer and Principal Accounting Officer. She is also President of 2752128. Ms. White’s corporate positions and SEC reporting designations are separate from the services provided under the VP Finance Agreement, and compensation under the agreement is solely for her operational services as Vice President, Finance & Administration.
The Company will pay 2752128 US$2,500 per month, prorated for any partial calendar month, representing total base compensation of US$8,250 if the agreement remains in effect through December 31, 2026. Compensation accrues as services are performed and may be deferred if the Company does not have sufficient available cash to make payment when earned.
The VP Finance Agreement replaces the Company’s prior Interim Vice President, Finance Services Agreement effective May 1, 2026, which remained in effect through September 21, 2026. Amounts properly earned or accrued under the prior agreement remain payable. Ms. White disclosed her interest in the VP Finance Agreement and abstained from its approval by the Board. Michael A. Skinner and Ryan D. Moore, as the disinterested directors, approved the agreement.
The foregoing description is qualified in its entirety by reference to the VP Finance Agreement filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Interim Strategic Management Services Agreement
Also effective September 22, 2026, the Company entered into an Interim Strategic Management Services Agreement (the “Management Services Agreement”) with Rainmaker Worldwide Inc., an Ontario corporation operating as Miranda Water Technologies (“Miranda”), pursuant to which Miranda will provide strategic advisory and management support, capital-markets, stakeholder, government-relations, marketing and public-company communications services principally through Michael A. Skinner, Ryan D. Moore and Catia Skinner through December 31, 2026, unless earlier terminated or extended.
Mr. Skinner is a director, President and Principal Executive Officer of the Company, and Mr. Moore is a director and Secretary. Messrs. Skinner and Moore have management, directorship and financial interests in Miranda, and Catia Skinner has management and financial interests in Miranda. The agreement excludes compensation for Mr. Skinner’s and Mr. Moore’s service as directors or officers of the Company and excludes matters involving the commercial, financial or ownership relationship between the Company and Miranda, which remain subject to separate Board oversight.
The Company will pay Miranda an aggregate fee of US$1,500 per month for the combined services provided under the agreement, prorated for any partial calendar month, representing total base compensation of US$4,950 if the agreement remains in effect through December 31, 2026. All compensation is payable solely to Miranda and does not create a direct payment obligation to any of the individual service personnel.
Messrs. Skinner and Moore disclosed their interests in the Management Services Agreement and abstained from its approval by the Board. Kelly White, as the disinterested director, approved the agreement.
The foregoing description is qualified in its entirety by reference to the Management Services Agreement filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required by Item 5.02(e) of Form 8-K, the information set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 — Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| RAINMAKER WORLDWIDE INC. | ||
| Dated: September 23, 2026 | By: | /s/ Michael Skinner |
| Name: | Michael Skinner | |
| Title: | President and Director and Principal Executive Officer | |
Exhibit 10.1
INTERIM VICE PRESIDENT, FINANCE & ADMINISTRATION SERVICES AGREEMENT
This Interim Vice President, Finance & Administration Services Agreement (the “Agreement”) is made as of September 22, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and 2752128 ONTARIO LTD. (“VP Finance”), and shall become effective September 22, 2026 (the “Effective Date”).
1. Interim Appointment
Effective September 22, 2026, the Company hereby engages the VP Finance to provide services associated with the role of Interim Vice President, Finance & Administration for the fixed interim period described in this Agreement.
The services of the VP Finance will be performed principally through Kelly White, who may be referred to operationally during the Term as Vice President, Finance & Administration.
Unless and until the Board designates another individual or otherwise modifies the engagement, the VP Finance shall perform the functions customarily associated with this role together with the duties and responsibilities set out in this Agreement.
The compensation payable under this Agreement relates solely to the Interim Vice President, Finance & Administration services provided under this Agreement.
2. Purpose of Engagement
The Company is undertaking a management transition and financial-reporting remediation while continuing its existing business. The purposes of the interim engagement include:
| a) | maintaining continuity of the Company’s finance and accounting functions; | |
| b) | preserving the Company’s books, records and supporting documentation; | |
| c) | maintaining cash-management and financial-administration functions; | |
| d) | supporting ongoing business activity; | |
| e) | coordinating completion of the 2025 annual audit and related financial statements; | |
| f) | coordinating completion of the Company’s 2025 Form 10-K and Q1, Q2 and Q3 2026 Forms 10-Q; | |
| g) | supporting restoration of the Company’s Exchange Act reporting compliance; | |
| h) | providing financial information required by management and the Board; and | |
| i) | supporting an orderly transition to the Company’s ongoing finance and management structure after the interim period. |
3. Duties
The VP Finance shall provide such finance, accounting, reporting and corporate-administration services as are reasonably required during the interim period, including:
| a) | maintaining and coordinating the Company’s accounting records and supporting documentation; | |
| b) | monitoring and administering cash balances, banking, accounts payable and accounts receivable; | |
| c) | preparing and coordinating financial information and supporting schedules; | |
| d) | coordinating with independent auditors, accountants, tax advisers, securities counsel, and filing agents; | |
| e) | assisting with annual and quarterly financial statements and related audit and review procedures; | |
| f) | coordinating preparation of Forms 10-K, 10-Q, 8-K and other required reports; | |
| g) | collecting, reviewing and organizing information required for financial and regulatory reporting; | |
| h) | supporting management representations, disclosure controls and internal-control documentation; | |
| i) | maintaining and coordinating capitalization information; | |
| j) | coordinating with the Company’s transfer agent; | |
| k) | supporting budgeting, forecasting, financing and creditor-management activities; | |
| l) | maintaining corporate, accounting, financial, audit, tax and regulatory records; | |
| m) | providing financial information and analysis to the Board and executive management; and | |
| n) | supporting transition to the Company’s ongoing finance and management structure. |
4. SEC Reporting and Financial Reporting Remediation
The VP Finance shall use commercially reasonable efforts to advance completion of the Company’s outstanding financial reporting requirements, with primary focus during the Term on the 2025 Form 10-K and the Q1, Q2 and Q3 2026 Forms 10-Q (collectively, the “Remediation Reports”).
This shall include working with the Company’s principal executive officer, Board, auditors, accountants, securities counsel and filing agents to:
| a) | complete outstanding financial statements and supporting schedules; | |
| b) | support completion of the annual audit and quarterly review procedures; | |
| c) | prepare and coordinate the Remediation Reports; | |
| d) | organize supporting financial and disclosure information; | |
| e) | assist with management representations, certifications and disclosure processes; | |
| f) | support restoration of Exchange Act reporting compliance; and | |
| g) | establish and document appropriate processes for future reporting. |
The VP Finance shall not be responsible for delays caused by the timing, action or inaction of the Company’s auditors, accountants, securities counsel, filing agents or other service providers; the Company’s inability or delay in paying service providers; delayed signatures, management certifications or Board approvals; the Company’s decision to coordinate or sequence filings; delayed receipt of information from third parties; or other circumstances outside the VP Finance’s reasonable control. Such delays shall not, by themselves, constitute a breach of this Agreement.
5. Continuity of Financial Operations
The VP Finance shall maintain functioning financial, accounting and corporate-administration systems reasonably necessary for the Company’s continuing business to the extent that the Company provides the access, information and financial resources reasonably required to do so.
6. Term
The Term shall commence on September 22, 2026 and shall end automatically on December 31, 2026, unless terminated earlier pursuant to this Agreement or extended by a written agreement approved by the Board and the VP Finance.
7. Termination
The Company may terminate this Agreement at any time upon written notice authorized by the Board.
The VP Finance may terminate this Agreement upon ten (10) days’ written notice.
The Agreement may also terminate upon assumption of the finance function by a successor unless otherwise determined by the Board.
Upon termination, the VP Finance shall reasonably cooperate with the transfer of books, records, systems and responsibilities. Termination or expiration of this Agreement shall not affect compensation already earned or accrued or reimbursement of approved expenses.
8. Compensation
8.1 Monthly Compensation. The Company shall pay the VP Finance US$2,500 per month during the Term. Compensation for any partial calendar month shall be prorated on a daily basis. Accordingly, if this Agreement remains in effect through December 31, 2026, total base compensation under this Agreement will be US$8,250.
8.2 Accrual and Deferral. Monthly compensation is earned and shall accrue as the services are performed. If the Company does not have sufficient available cash to make payment when earned, payment may be deferred. Any such deferral affects only the timing of payment and shall not constitute a waiver, reduction or forfeiture of compensation, nor shall the entitlement to compensation be conditional upon future sales, financing or a later discretionary determination that the Company has sufficient funds. Unpaid earned compensation shall remain an accrued obligation of the Company until paid or otherwise settled by written agreement.
8.3 Payment Timing. Subject to Section 8.2, accrued amounts shall be paid as the Company’s unrestricted cash resources reasonably permit, taking into account the Company’s ordinary operating requirements. The Board shall review any unpaid accrued compensation at least monthly and shall cause payment to be made when unrestricted cash resources reasonably permit without materially impairing the Company’s ordinary operating requirements. The Board and the VP Finance may agree to another payment schedule in writing.
8.4 Scope of Compensation. For certainty, the compensation provided under this Agreement relates solely to the Interim Vice President, Finance & Administration services described herein.
8.5 Other Compensation. No equity compensation, options or additional compensation shall be payable unless separately approved by the Board and agreed in writing.
9. Compensation and Renewal Review
9.1 End-of-Term Review. Prior to or upon expiration of the Term, the Board and the VP Finance shall review the engagement, including the services performed during the interim period, the scope and level of responsibility, the Company’s financial and operating position, whether the engagement should be renewed, extended or replaced, and the compensation that would apply to any continuing arrangement. The parties acknowledge that the US$2,500 monthly compensation under this Agreement is an interim amount and shall not, by itself, establish the compensation applicable to any future period or arrangement.
9.2 Future Arrangement. Any renewal, extension or continuation of the engagement, and any compensation applicable after December 31, 2026, must be separately approved by the Board and agreed to in writing by the VP Finance. Nothing in this Section guarantees renewal, continued engagement or any specific future compensation.
10. Expenses
The Company shall reimburse reasonable and necessary business expenses incurred in connection with the services, subject to reasonable supporting documentation and any applicable Company approval procedures.
11. Prior Interim Agreement
The Interim Vice President, Finance Services Agreement effective May 1, 2026 (the “Prior Interim Agreement”) shall remain in effect through September 21, 2026 and shall terminate immediately before the Effective Date of this Agreement.
All compensation and other amounts properly earned or accrued under the Prior Interim Agreement through September 21, 2026 shall remain payable and shall not be waived or affected by this Agreement.
Any September billing reconciliation between the Prior Interim Agreement and this Agreement shall be reflected separately in the Company’s accounting records.
Nothing in this Agreement shall, by itself:
| a) | waive amounts properly earned or accrued under the Prior Interim Agreement through September 21, 2026; | |
| b) | waive provisions of the Prior Interim Agreement that expressly survive termination; or | |
| c) | constitute a release of claims under the Prior Interim Agreement. |
Any settlement, release or other modification of amounts arising under the Prior Interim Agreement shall be documented separately.
12. Access to Information and Company Cooperation
The Company shall provide the VP Finance with reasonable and timely access to Company books, records, banking information, contracts, capitalization records, advisers and other information necessary to perform the VP Finance’s duties. The Company shall also use reasonable efforts to ensure that officers, directors, employees and external advisers provide information, approvals and signatures required for the Company’s financial and regulatory reporting.
13. Board Oversight
The VP Finance shall report to the Board and, where applicable, to the person performing the principal executive function. The Board may designate additional or successor finance personnel at any time.
14. Records and Company Property
All accounting records, financial information, corporate records and other Company property shall remain Company property. The VP Finance shall maintain appropriate documentation regarding material activities undertaken under this Agreement.
15. Confidentiality
The VP Finance shall maintain the confidentiality of the Company’s confidential and non-public information. Any confidentiality or similar obligations surviving under the Prior Interim Agreement shall remain effective according to their terms.
16. Indemnification
To the fullest extent permitted by applicable law and the Company’s governing documents, the Company shall indemnify the VP Finance and Kelly White against claims, liabilities and reasonable expenses arising from services performed in good faith within the scope of this Agreement.
This indemnification shall not apply to fraud, intentional misconduct or a knowing violation of law.
The rights under this Section shall survive the expiration or termination of this Agreement.
17. Notices and Administrative Information
Formal notices shall be delivered to the addresses or electronic contacts maintained in the Company’s records for the parties, as updated from time to time. Administrative contact information and payment instructions may be updated without amending this Agreement, provided no such update modifies compensation, duties, term, termination rights or any other material provision of this Agreement.
18. Temporary Nature of Engagement
This Agreement is intended as a temporary transition and reporting-remediation arrangement. Any renewal, continuation of the engagement or compensation applicable after December 31, 2026 shall be addressed in accordance with Section 9.
19. Governing Law
This Agreement shall be governed by the laws of the State of Nevada, subject to applicable mandatory law.
20. Entire Agreement
This Agreement constitutes the entire agreement concerning the Interim Vice President, Finance & Administration services from and after September 22, 2026, subject to provisions of the Prior Interim Agreement expressly surviving termination. Any amendment to a material term must be in writing and properly authorized by the Board and the VP Finance.
21. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of September 22, 2026.
| RAINMAKER WORLDWIDE INC. | 2752128 ONTARIO LTD. | |||
| By: | /s/ Michael A. Skinner | By: | /s/ Kelly White | |
| Name: | Michael A. Skinner | Name: | Kelly White | |
| Title: | President | Title: | President | |
| Date: | September 22, 2026 | Date: | September 22, 2026 | |
Exhibit 10.2
INTERIM STRATEGIC MANAGEMENT SERVICES AGREEMENT
This Interim Strategic Management Services Agreement (the “Agreement”) is made as of September 22, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and RAINMAKER WORLDWIDE INC., an Ontario corporation operating as Miranda Water Technologies (“Miranda” or the “Service Provider”), and shall become effective September 22, 2026 (the “Effective Date”).
1. Interim Engagement
Effective September 22, 2026, the Company engages the Service Provider to provide the strategic advisory and management support and external-relations services described in this Agreement during the Term.
The Services shall be performed principally through Michael A. Skinner, Ryan D. Moore and Catia Skinner (collectively, the “Service Personnel”). The Service Provider may allocate responsibilities among the Service Personnel in coordination with the Company, but no material substitution of any Service Personnel shall be made without the Company’s prior written approval.
For operational purposes in connection with the Services, Catia Skinner may be referred to as VP Marketing & Communication. This is an operational designation under this Agreement and does not, by itself, appoint Catia Skinner as a corporate officer of the Company.
All compensation under this Agreement is payable to the Service Provider for the Services described herein and does not create any direct payment obligation from the Company to the Service Personnel individually. With respect to Michael A. Skinner and Ryan D. Moore, the compensation is not for service as directors or officers of the Company.
2. Purpose of Engagement
The Company is undertaking a management transition, reporting remediation and strategic review while continuing its existing business. The purpose of this interim engagement is to provide the Company with strategic, capital-markets, stakeholder, government-relations, marketing, brand and public-company communications support during that period, separate from the corporate duties of any Service Personnel who also serves as a director or officer of the Company.
3. Services
Subject to the exclusions in Sections 4 and 5, the Service Provider shall provide the following Services through the Service Personnel:
| a) | Establish and develop the Company’s long-term corporate strategy, priorities and overall direction for consideration and approval by the Board where required. |
| b) | Work with the Board on governance, corporate policies, risk oversight and major strategic decisions, including preparation and analysis supporting Board consideration of such matters. |
| c) | Maintain and develop relationships with shareholders, investors, analysts, lenders and potential financing partners. |
| d) | Coordinate public-company communications, including investor presentations, shareholder updates, press releases and material corporate announcements, subject to the Company’s disclosure controls and required approvals. |
| e) | Support compliance with SEC, OTC Markets and other applicable disclosure and market requirements in coordination with the Company’s finance function, legal counsel, auditors and other advisers. |
| f) | Develop and advance the Company’s capital strategy, including potential equity financing, debt financing, strategic investment and acquisition opportunities, subject to Board approval of any transaction or commitment. |
| g) | Build and maintain relationships with federal, state, provincial, municipal, Indigenous and international government representatives and agencies. |
| h) | Identify and pursue government funding, infrastructure programs, tax incentives, grants and public-private partnership opportunities that may be relevant to the Company. |
| i) | Represent the Company at investor, government, industry and policy meetings where senior executive representation is appropriate, subject to the authority limitations in this Agreement. |
| j) | Support management of the Company’s corporate reputation and sensitive stakeholder matters, including shareholder concerns, government inquiries, regulatory developments and significant institutional relationships. |
| k) | Develop and support the Company’s brand strategy and corporate positioning. |
| l) | Coordinate marketing communications and promotional materials. |
| m) | Support product and market development marketing initiatives. |
| n) | Provide marketing support for partners and distributors. |
| o) | Coordinate public relations and corporate communications, subject to the Company’s disclosure controls and required approvals. |
4. Excluded Corporate Capacities
The parties intend this Agreement to compensate only the separate strategic advisory and management support Services described in Section 3. The following are expressly excluded from the scope of this Agreement and from the compensation payable hereunder:
| a) | service by Michael A. Skinner or Ryan D. Moore as a director of the Company, including Board attendance, deliberation, voting, fiduciary duties and other responsibilities arising solely from Board membership; |
| b) | duties or authority arising solely from Michael A. Skinner’s office as President of the Company or Ryan D. Moore’s office as Secretary of the Company, including formal officer actions, certifications, execution or attestation of corporate documents, maintenance or certification of corporate records, and other responsibilities customarily incident to those offices; and |
| c) | any other action taken solely by reason of a Service Personnel member holding a corporate office or directorship with the Company rather than as part of the Services described in Section 3. |
Nothing in this Agreement limits or modifies the separate duties, authority, fiduciary obligations or responsibilities that Skinner or Moore may have in their individual capacities as directors or officers of the Company. Those matters are governed separately by applicable law, the Company’s governing documents and Board action.
5. Miranda-Company Relationship Excluded
All matters relating to the relationship between the Company and Miranda are expressly excluded from the Services under this Agreement. This exclusion includes any current or proposed contract, purchase or sale, distribution or licensing arrangement, ownership interest, financing, payment, intercompany balance, valuation, dispute, amendment, waiver, governance matter, related-party transaction or other dealing between the Company and Miranda or their respective affiliates.
The Service Personnel shall not act for the Company under this Agreement in negotiating, approving, administering or resolving any such matter. Any matter involving the Company-Miranda relationship shall be handled separately under appropriate Board oversight and conflict-of-interest procedures. Providing factual information requested by the Board, auditors, legal counsel or other advisers concerning an existing Company-Miranda matter shall not, by itself, be treated as a compensated Service under this Agreement.
6. Public-Company Communications and Compliance
In performing investor-relations, financing, government-relations and public-company communication Services, the Service Provider and Service Personnel shall coordinate with the Company’s authorized officers, finance function and securities counsel as appropriate. No press release, investor presentation, shareholder communication, SEC filing or other public disclosure shall be issued or filed solely by authority of this Agreement without the Company’s required approval.
The Service Provider and Service Personnel shall use reasonable care to protect material non-public information and shall not knowingly make selective disclosure of material non-public information in a manner inconsistent with applicable securities laws or the Company’s disclosure procedures. Nothing in this Agreement requires the Service Provider or Service Personnel to provide legal, audit or accounting opinions.
7. Term
The term of this Agreement (the “Term”) shall commence on September 22, 2026 and shall end automatically on December 31, 2026, unless terminated earlier pursuant to this Agreement or extended by written agreement properly authorized by the Company and the Service Provider.
8. Compensation
8.1 Monthly Fee. The Company shall pay the Service Provider US$1,500 per month in the aggregate for the combined Services of the Service Personnel during the Term. Compensation for any partial calendar month shall be prorated on a daily basis. Accordingly, if this Agreement remains in effect through December 31, 2026, total base compensation under this Agreement will be US$4,950.
8.2 Accrual and Deferral. The monthly fee is earned and shall accrue as the Services are performed. If the Company does not have sufficient available cash to make payment when earned, payment may be deferred. Any such deferral affects only the timing of payment and shall not constitute a waiver, reduction or forfeiture of compensation, nor shall entitlement to the compensation be conditional upon future sales, financing or a later discretionary determination that the Company has sufficient funds. Unpaid earned compensation shall remain an accrued obligation of the Company until paid or otherwise settled by written agreement.
8.3 Payment Timing. Subject to Section 8.2, accrued amounts shall be paid as the Company’s unrestricted cash resources reasonably permit, taking into account the Company’s ordinary operating requirements. The Board shall review any unpaid accrued compensation at least monthly and shall cause payment to be made when unrestricted cash resources reasonably permit without materially impairing the Company’s ordinary operating requirements. The Company and the Service Provider may agree to another payment schedule in writing.
8.4 No Other Compensation. No equity compensation, options, bonus or other compensation shall be payable under this Agreement unless separately approved by the Company and agreed in writing. The monthly fee is payable solely to the Service Provider and does not create any direct payment obligation from the Company to Michael A. Skinner, Ryan D. Moore or Catia Skinner individually.
8.5 Taxes. The monthly fee is exclusive of any sales, use, value-added or similar taxes that the Service Provider is required by law to charge, if any. The Service Provider is responsible for its own income, payroll and other taxes arising from amounts received under this Agreement.
9. Expenses
The Company shall reimburse reasonable and necessary out-of-pocket business expenses incurred specifically in providing the Services, provided material expenses are approved in advance by the Company and reasonable supporting documentation is provided. No expense incurred in connection with Miranda’s own business or with a Company-Miranda matter excluded under Section 5 shall be reimbursable under this Agreement unless separately authorized in writing.
10. Independent Contractor
The Service Provider is an independent contractor and not an employee, partner, joint venturer or agent of the Company. The Service Provider is responsible for the engagement, compensation and administration of the Service Personnel in connection with the Services provided through Miranda.
Nothing in this Section changes or affects any separate status that Skinner or Moore may have as directors or officers of the Company; those capacities are outside this Agreement. Catia Skinner’s operational designation under this Agreement does not, by itself, constitute appointment as a corporate officer of the Company.
11. Authority and Company Approvals
Except as specifically authorized by the Board or an authorized officer of the Company, neither the Service Provider nor the Service Personnel has authority under this Agreement to bind the Company, enter into a transaction on its behalf, incur indebtedness, issue securities, make a financing commitment, approve an acquisition, settle a claim or make any other binding corporate commitment.
Any authority held by Skinner or Moore separately by virtue of a Company office or Board action is outside this Agreement and is not expanded or limited by this Section. Catia Skinner has no authority to bind the Company solely by reason of her operational designation or the Services performed under this Agreement.
12. Company Cooperation
The Company shall provide reasonable and timely access to information, records, advisers and personnel necessary for the
Service Provider to perform the Services. The Service Provider may rely on information supplied by the Company and its advisers unless the Service Provider has actual knowledge that such information is materially inaccurate.
13. Records and Work Product
Materials, analyses, presentations, correspondence and other work product prepared specifically for the Company in connection with the Services shall be Company property, subject to the Service Provider’s ownership of its pre-existing methods, know-how, templates and materials. The Service Provider shall maintain reasonable records of material activities undertaken under this Agreement and shall provide Company materials in its possession upon request or termination.
14. Confidentiality
The Service Provider and Service Personnel shall maintain the confidentiality of the Company’s confidential and non-public information and shall use such information only for purposes of performing the Services or fulfilling separate lawful duties owed to the Company. These obligations shall survive expiration or termination of this Agreement.
15. Indemnification
To the fullest extent permitted by applicable law and the Company’s governing documents, the Company shall indemnify the Service Provider and the Service Personnel against claims, liabilities and reasonable expenses arising from Services performed in good faith within the scope of this Agreement. This indemnification shall not apply to fraud, intentional misconduct or a knowing violation of law and shall survive expiration or termination of this Agreement.
16. Termination
The Company may terminate this Agreement at any time upon written notice authorized by the Board. The Service Provider may terminate this Agreement upon ten (10) days’ written notice. Termination shall not affect compensation properly earned or accrued through the effective date of termination or reimbursement of approved expenses incurred before termination.
17. Related-Party Nature and Separate Approval
The parties acknowledge that Michael A. Skinner and Ryan D. Moore have relationships with both the Company and the Service Provider, and that Catia Skinner has management and financial interests in the Service Provider. Accordingly, this Agreement involves related-party interests.
The Company’s approval of this Agreement shall be documented separately in accordance with its governing documents and applicable law.
Nothing in this Agreement authorizes the Service Personnel to approve this Agreement or any Company-Miranda matter on behalf of the Company solely by virtue of the Services provided hereunder.
18. Temporary Nature of Engagement
This Agreement is a temporary arrangement for the Term and does not guarantee any continued engagement after December 31, 2026. It does not establish the compensation or terms that may apply to any future management, officer, director, consulting or other arrangement involving the Company, the Service Provider, Michael A. Skinner, Ryan D. Moore or Catia Skinner.
19. Notices
Formal notices under this Agreement shall be delivered to the addresses or electronic contacts maintained in the parties’ records, as updated from time to time. Administrative contact and payment information may be updated without amending this Agreement, provided no such update modifies a material term.
20. Governing Law
This Agreement shall be governed by the laws of the State of Nevada, subject to applicable mandatory law.
21. Entire Agreement and Amendments
This Agreement constitutes the entire agreement between the parties concerning the Services described herein during the Term and supersedes any prior oral or written understanding concerning those Services for the same period. Any amendment to a material term must be in writing and properly authorized by both parties.
22. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of September 22, 2026.
RAINMAKER WORLDWIDE INC. (Nevada) |
RAINMAKER WORLDWIDE INC. operating as Miranda Water Technologies (Ontario) | |||
| By: | /s/ Kelly White |
By: | /s/ Michael A. Skinner | |
| Name: | Kelly White | Name: | Michael A. Skinner | |
| Title: | Treasurer | Title: | President | |
| Date: | September 22, 2026 | Date: | September 22, 2026 | |