Background

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the client. B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this agreement.

Services Provided

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the 'services'):

• - Online Marketing Service(s).

Term of Agreement

3. The term of this Agreement (the 'Term') will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

Currency

5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

Compensation

6. The contractor will charge the Client for the Services as follows (the 'Compensation'): 'The agreed price upon custom marketing package'.

• - Invoices submitted by the Contractor to the Client are due upon receipt.
• - In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.
• - The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Confidentiality

10. Confidential information (the 'Confidential Information') refers to any data or information relating to the business of the Client which would reasonably be considered proprietary to the Client, including but not limited to accounting records, business processes, and client records, and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

• - The Contractor agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
• - All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Ownership of Intellectual Property

13. All intellectual property and related material (the 'Intellectual Property') that is developed or produced under this Agreement will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

• - Title, copyright, intellectual property rights, and distribution rights of the Intellectual Property remain exclusively with the Contractor.

Return of Property

15. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, usernames, credentials, or Confidential Information which is the property of the Client.

Capacity / Independent Contractor

16. In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this Agreement.

Notice

17. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the specified email addresses.

Indemnification

18. Each Party agrees to indemnify and hold harmless the other Party against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

19. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

20. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

21. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

22. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

23. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.

Titles / Headings

24. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Governing Law

26. This Agreement will be governed by and construed in accordance with the State of California.

Severability

27. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

Waiver

28. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.