BACKGROUND:
A. Client desires to hire Consultant to provide certain consulting services as described herein; and
B. Consultant is agreeable to providing such consulting services to Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. Services Provided
Client hereby engages Consultant to provide Client with the following consulting services ("Services"):
A. We will review your current situation and help design a customized plan for the client around structure, operating principles, goals and strategic plan to move forward.
B. Establish some branding guidelines and include those in marketing materials.
C. Assist management in contract review, daily activities, administrative and implementation of strategic plan.
D. Capital strategy development and deployment. We will help position the Client to have an advantageous position in raising capital. We will make introductions and provide education on obtaining the desired financing.
E. Help determine financial and revenue goals with the Client.
F. 12 Month access to our Virtual Accelerator program which provides ongoing support, coaching, educational resources, expert resources, peer to peer groups, and more.
G. If needed and requested, Consultant will provide credit analysis and assistance for the primary contact for the client at no additional cost.
H. Client will receive a minimum of 2 hours of individualized coaching/consultation the first month and a minimum of 1 hour of individualized coaching/consultation each remaining month of the 12-month program.
I. Consultant will review revenue, milestones, and goals monthly with Client.
J. Consultant will introduce Client to strategic partners that may provide additional services of value to Client, however, it does not guarantee or warrant any services Client may purchase or engagement with any of Consultant’s strategic partners.
CLIENT ACKNOWLEDGES THAT EMPIRE BUILDERS IS NOT A REGISTERED BROKER DEALER. Furthermore, it acknowledges Empire Builders does not guarantee Client will be able to raise or secure any amount of capital. It also acknowledges that Empire Builders is not compensated in any way from money raised by said client while engaged in this agreement.
2. Term of Agreement
A. The term of this Agreement (the "Term") will begin on the date of this Agreement and payment and will remain in full force and effect until 2025-04-23, a 12-month term, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
3. Termination
A. During the first 10 days of said agreement either party can cancel with Client due a full 100% refund minus processing fees. If Client cancels after 10 days but not over 30 days from execution of said agreement, Client will receive a 2/3 refund if Client paid in full. If Client paid under the installment plan, Client will not be charged the additional 2 payments remaining. If the 2nd payment had already been received by Consultant, it will be refunded. After 30 days, there are no refunds to any payments. A refund request must be made in writing either by letter or email.
B. Client can renew for an additional 12-month program at the same rate it originally paid within 30 days from the end of the 12-month contract. This is a grandfather clause for existing clients to not incur any increase in the program costs from year to year.
4. Performance
A. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
5. Currency
A. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
6. Compensation
A. Consultant will charge Client for the Services at the rate of $9,495 paid in full for the program. Client has the option to make 3 payments of $3,333 per month ("Compensation"). Client must make full payment or the first installment payment along with an executed agreement before services will begin.
7. Confidentiality
A. 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.
B. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
C. All written and oral information and material disclosed or provided by the Client to the Consultant 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 Consultant.
8. Ownership of Intellectual Property
A. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
B. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Consultant.
9. Return of Property
A. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
10. Capacity/Independent Contractor
A. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant 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 Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.
12. Notice
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 following addresses:
Empire Builders
838 E High Street Suite 196
Lexington, KY 40511
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
13. Indemnification
A. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns 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, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
14. Modification of Agreement
A. 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.
15. Time of the Essence
A. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
16. Assignment
A. The Consultant 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.
17. Entire Agreement
A. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
18. Inurement
A. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
19. Titles/Headings
A. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
20. Gender
A. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
21. Governing Law
A. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.
22. Severability
A. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
24. LIMITATION OF DAMAGES
A. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY OF CONSULTANT IN CONNECTION WITH THE USE OF ANY SERVICES OR PRODUCTS PROVIDED BY CONSULTANT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO CONSULTANT FOR SUCH SERVICES OR PRODUCTS IN THE THREE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE SERVICES OR PRODUCTS PROVIDED BY CONSULTANT. YOU AGREE THAT YOU WILL NOT HOLD CONSULTANT RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE SERVICES OR PRODUCTS PROVIDED BY CONSULTANT.
25. Waiver
A. 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.
