BETWEEN (the “Client”)

– AND – Innate Design Works, LLC of 2300 Marsh Point Rd., Suite 302-B, Neptune Beach, Florida 32266 (the “Contractor”).

Background

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services to the 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 Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

Term of Agreement

1. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the
2. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for 90 days, subject to earlier termination as provided in this Agreement. The Term of this Agreement will automatically renew for an additional twelve (12) months unless either party cancels within thirty (30) days of current
3. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 90 days written notice to the other Party. However, if Client wishes to terminate early, there will be a penalty of ten percent (10%) of the remaining months or overall balance for early

Performance

4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take

Currency

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

Compensation

6. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor of

equal to the monthly amount described in the agreed upon Services Package per month.

7. The client will be invoiced every month. Payment may be done by ACH withdrawal, check, or credit card (which may have additional fees).
8. Invoices submitted by the Contractor to the Client are due within 3 days of receipt.

Reimbursement of Expenses

9. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this

Confidentiality

10. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the
11. 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 of this Agreement and will survive indefinitely upon termination of this Agreement.

12. 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

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 sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any
14. The Contractor 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 client grants consent for the contractor to utilize professional photographs of the client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual

Return of Property

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

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.

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 of this Agreement as follows:

1.                                             
2. Innate Design Works, LLC

or to such other address as any Party may from time to time notify the other.

Indemnification

18. 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 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 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.

Additional Clauses

19. This is an AMC Member sponsored program and costs for this program will increase in an approximate amount of 250% of the current monthly cost if you are no longer a Member of
20. Upon termination of this Agreement, within 30 days, Contractor will provide Client electronic files containing the data accumulated during the time Contractor has provided services for

Dispute Resolution

21. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly
22. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Florida. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of

Modification of Agreement

23. 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

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

Assignment

25. 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

Entire Agreement

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

Enurement

27. 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

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

Gender

29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice

Governing Law

30. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Florida, without regard to the jurisdiction in which any action or special proceeding may be

Severability

31. 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

Waiver

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.