Branding |

Social Media Optimization & Ads |

Lead Generation

This agreement is made as of November 4, 2021, between

Mary Ann Coffey RPH, CCN

Boutique Wellness/M.R. Driving Institute Inc.
linkedin.com/in/maryann-coffey-rph-ccn-93332853
[email protected]

(hereinafter "Client")

and

Paul Christian Faller

Branding Strategist/Graphic Designer/Social Media Optimization & Lead Generation
[email protected]

(hereinafter "Service Provider")

This offer will expire at the close of business on November 8, 2021, if not accepted in writing by
counter-signing this Agreement by the aforementioned date.
Services
Service Provider agrees to perform services as described in Services and Client agrees to pay Service
Provider as described in Billing Period.

In witness whereof, the Parties, have executed this Agreement as of the later of the two dates below
(the “Effective Date”).

Start date: November 8, 2021

End date: January 31, 2022

Billing Period
Service Provider bills Client on a weekly basis for three (3) months commencing right after the “Client”
agreed to the terms and conditions and signed this contract.

Set-up Fee: 960 USD payable in three (3) months following below payment schedule:

November 15, 2021: 80.00 USD

November 22, 2021: 80.00 USD
November 29, 2021: 80.00 USD
December 6, 2021: 80.00 USD
December 13, 2021: 80.00 USD
December 20, 2021: 80.00 USD
December 27, 2021: 80.00 USD
January 3, 2022: 80.00 USD
January 10, 2022: 80.00 USD
January 17, 2022: 80.00 USD
January 24, 2022: 80.00 USD
January 31, 2022: 80.00 USD

Terms and Conditions

The best work comes out of great relationships. Honesty, respect, and gratitude are the keys to a great
relationship and therefore we have an interest in treating each other with these values at all times. As
much as legal documents are important, what truly binds us is our drive to do great work with great
people and to develop a relationship of mutual respect and trust.
Acceptances
The undersigned representative of the Client has the authority to enter into this Agreement on behalf
of the Client. Client agrees to cooperate and to provide Service Provider with everything needed to
complete the Services as, when and in the format requested by Service Provider.

The Service Provider had the experience and ability to do everything that he/she had agreed to for
the Client and will do it all in a professional and timely manner. Service Provider will endeavor to meet
every deadline that’s set and to meet the expectation for Services to the best of its abilities.

Warranty
Service Provider warrants that: (i) the Services will be performed in a professional and workmanlike
manner; (ii) none of the Services or Inventions or any development, use, production, distribution, or
exploitation thereof will infringe, misappropriate or violate any intellectual property or other rights of
any person or entity (including, without limitation, Service Provider); (iii) Service Provider has the full
right to provide Client with the assignments and rights provided for herein; (iv) Service Provider shall
comply with all applicable laws in the course of performing the Services and (v) if Service Provider’s
work requires a license, Service Provider has obtained that license and the license is in full force and
effect.

EXCEPT AS SET FORTH IN THIS DOCUMENT, THE CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES,
WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS
TO BE DERIVED FROM THE WORK.

EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.

Confidentiality & Non-Disclosure

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the
next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at
the time of disclosure) disclosed by one party to the other party under this Agreement, provided such
information is marked or indicated by the disclosing party to be confidential; (ii) and any information
which ought reasonably to be considered confidential with regard to the circumstances surrounding
disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other
governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel,
provide the other party with prompt notice prior to any disclosure so that the party or its client may
seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that
is caused by any of its employees, affiliates, representatives, or agents and such party agrees to
indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses,
costs, and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees
or independent contractors, of any provision of this Agreement. The obligations of this Section shall
survive termination of this Agreement for a period of one (1) year.

Ownership and Licenses

Service Provider agrees that the deliverables and materials developed pursuant to this Agreement
(including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and
other materials that Service Provider conceives and develops pursuant to this Agreement, including
all materials incorporated therein whether such materials were conceived or created by Service
Provider individually or jointly, on or off the premises of Client, or during or after working time) shall
be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned
by Client upon payment of all fees due to Service Provider pursuant to this Agreement.

In the event that any such material is considered not to be a “work made for hire,” Service Provider
hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade
secret) and other proprietary or rights, title, and interest in such deliverables and materials to Client,
and agrees to execute such documents as Client may reasonably request, in order to assist Client in
obtaining and protecting such rights.

Service Provider agrees that Service Provider has no interest in any materials that Service Provider
submits to Client, including, without limitation, any security interest therein, and hereby releases to
Client any interest therein (if any) which may be created by operation of law. Except as otherwise
agreed to in writing and as necessary in the performance of this Agreement, Service Provider shall
have no rights to license, sell or use the deliverables or materials developed under this Agreement, or
any portion thereof.

Non-Solicit
Service Provider agrees that during the period in which it is providing Services and for one year
thereafter, Service Provider will not encourage or solicit any employee, vendor, client, or contractor of
Client to leave Client for any reason.
Non-Compete
Service Provider agrees that during the period in which it is providing Services and for a period of 6
months following termination of the Services or expiration of this Agreement, and within a 50-mile
radius of Client’s primary business location, Service Provider will not engage in any activities that are
directly and substantially competitive with the current business of Client, which includes and are
limited to a creative service-based business.

Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture,
agency, or employment relationship between Service Provider and Client. Both Parties agree that
Service Provider is, and at all times during this Agreement shall remain, an independent contractor.

Term & Termination

Either Party may terminate this Agreement at any time, with or without cause, upon 30 days written
notice.

Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits
a breach of this Agreement and such party does not cure a breach within 5 days of written notice from
the non-breaching party of such breach.

If this Agreement is terminated earlier by Client without cause, Client agrees to pay Service Provider
any and all sums which are due and payable for: (i) services provided as of the date of termination;
and (ii) expenses already incurred, including those from documented non-cancelable commitments.
The Service Provider agrees to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to Client by Service Provider hereunder.
Upon termination, Client shall pay to the Service Provider all undisputed amounts due and payable. If
upon termination Client has not paid undisputed fees owed for the material, deliverables, or Services
provided by Service Provider as of the date of termination, Client agrees not to use any such material
or the product of such Service, until Client has paid Service Provider in full. Any provisions or clause
in this Contract that, by its language or context, implies its survival shall survive any termination or
expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Service
Provider shall retain a perfected security interest in the deliverable or material until Client has made
payment in full for all undisputed amounts as of the termination date. Service Provider hereby agrees
to release and waive its security interest in the deliverable and material upon receipt of full payment
for all undisputed amounts.
Cancellation Fee
If the Client terminates this Agreement earlier with 30 days notice, the Service Provider will not charge
a cancellation fee.

Payment Terms
The client understands the importance of paying independent contractors in a timely manner and
wants to maintain a positive working relationship with the Service Provider to keep the project moving
forward.

Payments for each invoice delivered by Service Provider to Client are due within 0 days of receipt. In
case of overdue payments, the Service Provider reserves the right to stop work until payment is
received.

Deposit
No deposit is due upon the acceptance of this Agreement before work will begin.

Late Payments
Payments not received by due date will result in work cessation. Service Provider reserves the right to
refuse completion or delivery of work until past due balances are paid.

Expense Reimbursement
Client shall reimburse all expenses that are reasonable and that have been authorized in writing by
Client in advance; payable within 0 days of itemized invoice.

Feedback
The client will provide feedback and the Service Provider will revise work accordingly.

Changes
Any material changes to the Services, including work to be performed and related fees must be
approved by the prior written consent of both parties. Revisions on work to be performed, pertaining
to customized products, will be limited to 3 times.
Indemnification and Limitation of Liability
Service Provider agrees to indemnify, defend and hold harmless Client from any and all claims,
actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs, and expenses)
arising (i) through Service Provider’s gross negligence ; (ii) out of any claim that the materials or
deliverables, or any portion thereof, in fact, infringes upon or violate any proprietary rights of any
third party, including but not limited to patent, copyright, and trade secret rights; or (iii) from a breach
or alleged breach of any of Service Provider’s representations, warranties or agreements herein.

Client agrees to indemnify, defend and hold harmless Service Provider from any and all claims,
actions, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’
fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client
provided content, or any portion thereof, in fact, infringes upon or violate any proprietary rights of
any third party, including but not limited to patent, copyright, and trade secret rights; or (iii) from a
breach or alleged breach of any of Client’s representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR SHALL NOT BE LIABLE TO THE
CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY
DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS, OR THE LIKE) ARISING OUT
OF OR RELATING TO THIS DOCUMENT OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE
HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER
SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT
ALLOWABLE BY LAW, THE CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND
THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY THE CLIENT
TO THE CONTRACTOR UNDER THIS AGREEMENT.

Right to Authorship Credit

Both Parties agree that when asked, the Client must properly identify the Service Provider as the
creator of the deliverables. The client does not have a proactive duty to display Service Provider’s
name together with the deliverables, but the Client may not seek to mislead others that the
deliverables were created by anyone other than Service Provider.

Client hereby agrees Service Provider may use the work product as part of Service Providers portfolio
and websites, galleries, and other media solely for the purpose of showcasing Service Providers work
but not for any other purpose.
Service Provider will not publish any confidential or non-public work without Client’s prior written
consent.

Governing Law and Dispute Resolution

This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction
of Service Provider’s primary business location (the “Service Provider’s Jurisdiction”), without regard to
the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to
exclusive jurisdiction and venue in the courts located in the Service Provider’s jurisdiction.

The failure of either party to enforce its rights under this Agreement at any time for any period shall
not be construed as a waiver of such rights.

Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement shall be
deemed a breach of this Agreement or create any liability if such failure or omission shall arise from
any cause or causes beyond the reasonable control of such party which cannot be overcome through
that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness,
invasion, fire, explosion, floods, and acts of government or governmental agencies or
instrumentalities.

Notices
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or
a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s
designated representative. Each Party shall have an independent obligation to provide an update, as
necessary, the mail and e-mail address on file for such notices. Notices sent by email shall be deemed
effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of
submission.

Appropriate Conduct
Client and Service Provider will seek to maintain a professional relationship that is free from
harassment of any kind and from any other offensive or disrespectful conduct. If at any time during
the term of this Agreement Service Provider believes that he/she has been subjected to harassing
behavior on the part of Client or Client’s staff, Service Provider will notify Client immediately and
demand that appropriate actions will be taken to correct the matter. In the event that the reported
behavior continues following Service Provider’s second notice, such behavior will constitute a breach
of this Agreement and entitle Service Provider to terminate this Agreement in accordance with the
Agreement’s Term and Termination Clause and be paid in full for the ordered project or for the
planned monthly service hours, as applicable, without limiting any other right or remedy available to
Service Provider by law.

Miscellaneous
The section and subsection headings used in this Agreement are for convenience only and will not be
used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement
and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any
ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or
facsimile signatures and in counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument. In the event that any provision of this
Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give
the maximum permissible effect to its original intent or, if such revision is not permitted, that specific
provision will be eliminated so that this Agreement will otherwise remain in full force and effect and
enforceable.