RECITALS

WHEREAS, Client wishes to retain the Company to perform certain professional services in connection with marketing and public relations, and the Company wishes to perform such professional services for Client.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


   1. Scope of the Services.  Subject to the terms of this Agreement, the Company will provide professional services for Client (“Services”) in accordance with the material, objective terms of the one or more proposals (each, a “Work Proposal”), the first of which is dated concurrently herewith, which is attached hereto as Exhibit A.


   2. Commissions and Payment.  Company is being hired on a Subcontractor basis to perform the Services and provide the Deliverables described in this Agreement. This Agreement is subject to a nonbinding estimate of total labor costs to complete such work. Acceptance of the Work Proposal shall allow the parties to this Agreement establish a baseline for deliverables and payment schedule, attached hereto as Exhibit B. Payments which are greater than fifteen (15) days past due will incur a 1% per diem interest fee.


   3. Term.  The term of this Agreement (“Term”) shall commence on the date first set forth above and shall terminate upon completion of the Services hereunder or as otherwise set forth in the Work Proposal, unless earlier terminated as provided for in Paragraph 6 below.


   4. Schedule and Changes. The timeline set forth in the Work Proposal depends on Client’s timely provision of relevant information and materials. Unreasonable delays by Client in providing such materials may result in a change in the timing, scope and cost of the Services; provided the Company notifies Client of such change, promptly following any such event giving rise to such change. In addition, Client may during the Term of this Agreement elect to make changes to the Services set forth in the Proposal and in such event the Company will determine any increase or decrease in the cost and timing of the Services and shall notify Client of any such change prior to commencing such changed work.


   5. Ownership.  Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the services performed under this Agreement, including but not limited to Company’s Work, including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively, “Intellectual Property Rights”) therein. Company will retain ownership of and all intellectual property rights in all (i) its know-how, concepts, techniques, methodologies, ideas, templates, software, interfaces, utilities and tools that existed prior to the performance of Services under the applicable Statement of Work, and all updates, modifications, improvements, enhancements and derivative works of the same created or developed during the course of performance of Services (“Company’s IP”), and (ii) ideas, concepts, techniques and know-how discovered, created or developed by Company during the performance of Services that are of general application and that are not based on or derived from Client’s business or Confidential Information. To the extent the Deliverables incorporate Company’s IP, Company gives Client a non-exclusive, non-transferable (except to Client’s Affiliates and permitted assigns), perpetual, royalty-free, worldwide right to use such Company’s IP for Client’s internal business purposes solely in connection with such Deliverables. Company also grants Client the right to permit a third party to use the applicable Company IP solely in connection with providing services to Client related to Client’s use of the Deliverables.


   6. Termination.  The Term of this Agreement may be terminated by either party with or without cause by giving the other party thirty (30) day’s written notice setting forth the termination date.  In the event of termination, Company shall be reasonably compensated for the Services performed through the date the termination takes effect, in the amount of a prorated portion of the Fees (the “Prorated Fees”) (based on the portion of Services actually delivered to, and accepted by, Client as compared to the entirety of Services to be delivered to Client pursuant to this Agreement). Client will pay to Company any amounts thus due to Company within sixty (6) days of the date of termination is sent and Company shall have no further obligations to Client hereunder, and Client shall have no further obligations which survive the termination of the Term (e.g., representations and warranties, confidentiality, and indemnities).


   7. Confidentiality.  Company agrees that its respective employees, agents, attorneys and representatives shall maintain as confidential, and shall not disclose or cause to be disclosed, any proprietary information or materials to which Company may gain access as a result of the Agreement (collectively, including the Work, “Proprietary Information”), and Company will not release any information or any of the foregoing material to any third party following completion of services under the Agreement without the prior written consent of Client, except as required in a court or similar proceeding, or unless such material is in the public domain not as a result of Consultant’s disclosure under this Agreement. [Company does retain the right to use the logo, and / or campaign information in marketing materials and on their website.]


   8. Indemnification.  The Company hereby agrees to indemnify, defend, save, and hold the Client, its affiliates, and each officer, director, employee, and equity holder thereof (collectively the “Indemnitees”) free and harmless from and against any and all liability, loss, damage, cost or expense (including legal expenses and reasonable attorneys’ fees) arising out of or connected with any breach or alleged breach of this Agreement or any claim which is inconsistent with any of the warranties or representations made by the Company in this Agreement, and the Company agrees to reimburse the Client on demand, for any payment made or incurred by any of the Indemnitees with respect to the foregoing.


   9. Limitation of Liability.  Other than with respect to Company’s indemnification obligations pursuant to paragraph 8 above, in no event shall either party be liable to the other for the special, indirect, incidental, consequential, punitive or exemplary damages.


   10. Independent Contractor.  The relationship between Client and the Company created by this Agreement shall be one of independent contractor, and neither party shall be deemed an agent or an employee of the other for any purpose, nor shall anything contained herein be construed as constituting a partnership or joint venture between Client and the Company.


   11. United States Dollars or Bitcoin.  All fiat payments under this Agreement shall be made in U.S. Dollars, Bitcoin and shall be payable in the United States.  Client agrees that if this Agreement involves Services for an entity organized or existing outside of the United States, or Services to be rendered outside of the United States, that all payments to be made under this Agreement have been approved by all appropriate government foreign exchange control agencies, and Client will immediately upon demand provide the Company with evidence of such approval. Should any payment be made by way of digital currency, Client must be able to provide transaction ID and proof of funds sent to the Company. Client agrees to pay any incurred transaction fees.


   12. Representations and Warranties.


       a. The Company warrants and represents and covenants that:

           i. It has the right and power to enter into this Agreement, to grant the rights granted by it hereunder and to perform all of the terms hereof;

           ii. Its execution of and performance under this Agreement that shall not breach any oral or written agreement with any third party or any obligation owed by Company to any third party to keep any information or materials in confidence or in trust;

           iii. The Services and the Work, including, without limitation, any deliverables required hereunder, shall be free from material errors or other defects and shall substantially conform to any specifications for such Services and/or deliverables as set forth or referenced in any applicable Work Proposal;

           iv. The Work shall be the original work of Company, and any persons involved in the development of Work have executed (or prior to any such involvement, shall execute) a written agreement with Company in which such persons

               1. Assign to Company all right, title and interest in and to the Work in order that Company may fully grant the rights to Client as provided herein and

               2. Agree to be bound by confidentiality and non-disclosure obligations no less restrictive than those set forth in this Agreement

           v. It is and during the Term shall continuously be a limited liability company in good standing in the jurisdiction of its organization;

           vi. Neither it, nor its employees not its independent contractors, are employees of Client;

               1. Except as otherwise agreed to by the parties hereto, it shall be responsible for the costs of conducting and operating its business, including, without limitation, in the rendition of the Services

               2. It will materially comply with all applicable laws relating thereto; and

               3. The Company shall be responsible for payment of all taxes or contributions imposed or required under any applicable laws and regulations, both with respect to the Company agents, employees or other personnel and with respect to the payments being made to the company by Client hereunder, and the Company shall be responsible for all reporting and/or withholding requirements in connection therewith.

           vii. If applicable, the personnel specified in the Work Proposal to render the Services shall personally available to and shall render such Services;

           viii. To the Company’s knowledge, neither this Agreement nor the fulfillment hereof by the Company materially infringes upon the rights of any person or entity;

           ix. All Services shall be provided and performed in accordance with all applicable laws and governmental regulations;

           x. The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Company;

           xi. When executed and delivered by the Company, this Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;

           xii. Company has the right to grant the rights and assignments granted herein, without the need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained.


   13. Notices.  All notices shall be in writing and shall either party be served by personal delivery, registered or certified mail (return receipt requested), overnight mail by an established delivery service (e.g., Federal Express or Airborne Express) or facsimile transmission (with a copy sent concurrently by registered or certified mail, return receipt requested), all charges prepaid. All notices to the Company hereunder shall be addressed to the Company at the address set forth on page 1 above or at such other address as the Company may hereafter notify Client from time to time. All notices to Client hereunder shall be addressed to Client at the address set forth on page 1 hereof or at such other address as client shall designate in writing from time to time and shall be addressed to the attention of Business and Legal Affairs. Except as otherwise provided herein, notices shall be deemed given when personal delivered, mailed as aforesaid, or transmitted by facsimile (with a concurrent copy mailed as aforesaid), all charges prepaid, except that notices of a change of address shall be effective only after actual receipt.


   14. Entire Agreement.  This Agreement embodies the entire agreement between the parties with respect to the subject matter herein. No waiver, modification, variation, amendments, or changes will be binding on either party unless they are reduced to writing and signed by authorized officered of the parties.


   15. Severability.  If any provision of this Agreement should be determined to be invalid or otherwise unenforceable under law, the remainder of this Agreement shall not be affected thereby. Nothing contained herein will be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter will prevail; but the provision of this Agreement which is affected will be curtailed and limited only to the extent necessary to bring it within the requirements of the law.


   16. Waiver.  A waiver by either party of any provision of this Agreement in any instance will not be deemed to waive it for the future. All remedies, right, undertakings and obligations contained in this Agreement are cumulative, and none of them are in limitation of any other remedy, right, undertaking or obligation of either party.


   17. Attorney’s Fees / Governing Law.  The prevailing party in any proceeding brought to enforce any provision of the Agreement shall be entitled to recover the fees and costs reasonably incurred of its counsel, plus all other costs of proceeding. This Agreement has been entered into in the State of Delaware and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Delaware applicable to agreements entered into and performed entirely within the State of Delaware (without giving effect to any conflict of laws principles under Delaware law).


   18. Headings.  Paragraph headings in this Agreement are for reference purposes only and shall not be used to interpret this Agreement.


   19. Assignment.  Neither party shall assign this Agreement or its rights or obligations hereunder without the written consent of the other, except that either party may assign this Agreement in the event of a merger, consolidation or sale of all or substantially all of its assets or securities.


   20. Counterparts.  This Agreement may be executed in one (1) or more counterparts, any one of which, if originally executed, shall be binding upon each of the parties signing thereon, and all of which taken together shall constitute one (1) and the same instrument. One (1) or more photostatic copies of this Agreement may be originally executed by the parties hereto, and such photostatic copies shall be deemed originals and shall be valid, binding and enforceable in accordance with their terms.  Delivery by facsimile or by email of a PDF copy, of a counterpart of this Agreement executed by a party shall constitute delivery by such party of such party’s executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.