CLIENT SERVICES AGREEMENT

1. Services

1.1 Nature of Services. Company will perform the services, as more particularly described in Exhibit A, for Client as an independent contractor (the “Services”). The Services have been specially ordered and commissioned by the Client. To the extent the Services include material subject to copyright, Company agrees that the Services are done as “work made for hire” as that term is defined under U.S. copyright law, and that as a result, Client will own all copyrights to the services. Company will perform such Services in a diligent and workmanlike manner and in accordance with the schedule, if any, set forth in Exhibit A. The content, style, form and format of any work product of the Services shall be completely satisfactory to the Client and shall be consistent with Client’s standards. Except as specified in Exhibit A, Client agrees that Company services need not be rendered at any specific location and may be rendered at any location selected by the Company.

1.2 Relationship of the Parties. Company enters into this Agreement as, and shall continue to be, an independent contractor. All Services performed shall only be performed by Company, its employees, or independent contractors. Under no circumstances shall Company, or any of Company’s employees/independent contractors, look to Client as his/her employer, or as a partner, agent or principal. Neither Company, nor any of Company’s employees/independent contractors, shall be entitled to any benefits accorded to Client’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. Company shall be responsible for providing, at Company’s expense, and in Company’s name, unemployment, disability, worker’s compensation, and other insurance, as well as licenses and permits usual or necessary for conducting the Services.

1.3 Compensation and Reimbursement. Company shall be compensated and reimbursed for the Services as set forth in Exhibit B. The Company shall perform Services in accordance with the specifications given by the Client. The completeness of the product of labor is determined by matching the Client’s specifications. Any changes that the Clients brings to the Services in derogation of the specifications listed above to the Company must be paid for separately, in accordance with article 1.1. Details of exceptions to this are also described in Exhibit A.

1.4 Other Commitments. Except as disclosed on Exhibit C to this agreement, Company has no other agreements, relationships or commitments to any other person or entity which conflict with Company’s obligations to Client under this Agreement. Company agrees not to enter into any other agreement, either written or oral, in conflict with this Agreement.

2. Protection of Confidential Information

2.1 Mutual Information Protection. The Client and Company shall mutually undertake to keep as confidential all information they receive on the occasion of this Agreement. Confidentiality concerns the ideas present and future, proprietary techniques, trade secrets and confidential information which of are great value in this business. The confidential information about the Company and Client must be defined in a broad sense and includes all information that have or could have commercial value or other utility in the business of this contract. By way of example, confidential information shall include any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales, or other financial information or business, scripts and all derivatives, improvements and improvements to any of the above. The Company agrees to maintain as confidential Client information which includes information such as the third party in possession of the Client’s company, pursuant to an obligation of confidentiality.

 2.2 Protection of Company Information. Company agrees that at all times during or subsequent to the performance of Services, Company will keep confidential and not divulge, communicate, or use Client information, except for Company’s own use during the Term of this Agreement to the extent necessary to perform Services. Company further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Client information from Client’s principal place of business, without prior written approval by the Client.

 2.3 Client Property. All materials, including without limitation all documents, drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to, deletions from, alternations of, and revisions in the foregoing (together the “Materials”), which are furnished to the Company by the Client or which are developed in the process of performing the Services, the Client Information or the Innovations (as defined below), are the property of the Client, and shall be returned to the Client by the Company promptly at Client’s request together with any copies thereof, and in any event promptly upon expiration or termination of this agreement for any reason. Company is granted no rights in or to such Materials, the Client Information or Innovations, except as necessary to fulfill its obligations under this Agreement. Company shall not use or disclose the Materials, Client Information or Innovations to any third party.

 3. Assignment of Inventions and Copyrights

 3.1 Assignment. Company assigns and agrees to assign to the Client, without any fee or any other consideration except as expressly provided herein stated, all rights, title, and interest worldwide Company may have or acquire and (i) all materials, (ii) copyrights, (iii) mask work rights. All such rights are assigned to the company provided that the Client has paid compensation to the Company as agreed upon in this contract. In any case, the Client recognizes to the Company the moral right of the creation. Those rights that do not fall under this Agreement are the creations that are not requested by the Client, or that are not covered by the specifications assigned. Additionally, Company agrees, at no charge to the Client, but at Company’s sole expense, to sign and deliver to Client (either during or subsequent to Company’s performance of the Services) statements of design novelty in good faith, as Client considers desirable to evidence the assignment of all rights of Company, if any, described above to Client and Client’s ownership of such rights and to do any lawful act and to sign and deliver to Client any document necessary to apply for, register, prosecute or enforce any patent, copyright or other right or protection relating to any Information and Innovations created for Client. The Company retains rights to use samples of the materials, as well as preliminary designs and drafts for his portfolio for marketing, promotion, and publications such as books or magazines.

3.2 Representations and Warranties. Company represents and warrants to the Client that (a) Company has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to the Client; that in performing under the Agreement; (b) Company will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of the Company. In the case the client requests for a service which resulting product infringes upon or violates any patent, copyright, trademark, or any other publicity right, privacy right, or proprietary right of any third party (e.g. an article covers content belonging to another creator) the Company is not liable for the infringement of aforementioned rights. Similarly, the Client agrees by accepting delivery of any product or service that they do not infringe the copyright of third parties and does not hold the Company liable for any violations.

 4. Termination of Agreement

4.1 Term. This Agreement shall be effective from the signing and will last for 1 month. The contract is automatically renewed for the same period until completion of the Services. This Agreement is terminable by either party at any time, with or without cause, effective upon notice to either party. If Client exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shale cease immediately, except that the Client shall be obligated to compensate the Company for work performed up to the time of termination. If Company exercises its right to terminate this Agreement, any obligation it may otherwise have under this agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon the death of Company’s owner. In such event, Client shall be obligated to pay Company only the accrued but unpaid compensation and expenses due at date of death.

4.2 Continuing Obligations of Contractor. The provisions of Sections 1.1 (as related to creation and ownership of copyright), 1.2, 1.3, 2, 3, 4.2, and 5 shall survive expiration or termination of this Agreement for any reason.

5. Additional Provisions

5.1 Governing Law and Attorneys Fees. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida. The parties consent to exclusive jurisdiction and venue in the courts of Saint John’s County Florida, or the governing federal court where applicable.

5.2 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.

5.3 Severability. If any provisions of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best reasonably effect the intent of the parties.

5.4 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, written or oral, between the parties.

5.5 Company’s Remedy. Company’s remedy, if any, for any breach of this agreement shall be solely for damages and Company will look solely to Client for recovery of such damages. Company waives and relinquishes any right Company may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Company shall look solely to Client for any compensation which may be due to Company hereunder.

5.6 Agency. Company is not Client’s agent or representative and has not authority to bind or commit Client to any agreement or other obligations.

5.7 Amendments and Waivers. Any term or provision of this Agreement may be amended, and the observance of any terms of this Agreement may be waived, only by a writing signed by both parties to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default.

5.8 Notices. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or certified mail, return receipt requests, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.

CLIENT AND COMPANY HAVE COMPLETELY READ THIS AGREEMENT AND UNDERSTAND ITS TERMS.