CLIENT CONSULTING & SERVICES 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
1. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):
   • Services will include review, research and verification of Clients request to produce specific requested information.
2. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
3. 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.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide one day’s written notice to the other Party.
5. PERFORMANCE
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6. CURRENCY
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
7. COMPENSATION
7. The Consultant will charge the Client for the Services as follows (the “Compensation”):
   • The Client will select specific report information and options available.
8. Invoices submitted by the Consultant to the Client are due upon receipt.
9. 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 Consultant 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 Consultant.
10. REIMBURSEMENT OF EXPENSES
10. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. The Consultant will only be reimbursed for expenses submitted according to the following guidelines:
    • Full refund if cancelled within 24 hours of purchase.After 24 hours but before 72 hours of purchase only half the amount purchased will be refunded.
11. TRADE SECRETS
11. Trade secrets (the “Trade Secrets”) include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.
12. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets 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 and will survive indefinitely upon termination of this Agreement.
13. OWNERSHIP OF INTELLECTUAL PROPERTY
13. All intellectual property and related material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
14. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
15. RETURN OF PROPERTY
15. Upon the expiration 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.
16. CAPACITY/INDEPENDENT CONTRACTOR
16. 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.
17. RIGHT OF SUBSTITUTION
17. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
18. In the event that the Consultant hires a sub-contractor:
    • the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant.
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.
19. AUTONOMY
19. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
20. EQUIPMENT
20. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
21. NO EXCLUSIVITY
21. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
22. NOTICE
22. 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:
    1. Client
       Email address provided by Client
    2. licensechecked.com
       support@licensechecked.com

    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.

23. INDEMNIFICATION
23. 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.
24. ADDITIONAL CLAUSE
24. Request for reports may require specific information to assist with your Client report. It is the Client’s responsibility to assist with this information upon purchase, after purchase and before completion of your report.Our company will make several attempts within 72 hours of purchase to confirm information that may be required or needed to move forward.It is the Client responsibility to have accessible contact information available as we proceed with our services hired.If no response is received within the aforementioned timeframe full payment will be charged and the Client will have 30 days from payment made to reinitiate the service process.
25. MODIFICATION OF AGREEMENT
25. 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.
26. TIME OF THE ESSENCE
26. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
27. ASSIGNMENT
27. 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.
28. ENTIRE AGREEMENT
28. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
29. ENUREMENT
29. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
30. TITLES/HEADINGS
30. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
31. GENDER
31. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
32. GOVERNING LAW
32. This Agreement will be governed by and construed in accordance with the laws of the State of California.
33. SEVERABILITY
33. 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.
34. WAIVER
34. 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.