SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") by and between Course Supply Co., a subsidiary of Content Supply, LLC, (the “Contractor”) and __________________ the "Client” in connection with the development and creation of certain media content. In consideration of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Services: The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services") identified on the Client’s Proposal, or Statement of Work. The Services will also include such other tasks which the Parties may agree on from time to time by executing a supplemental Statement of Work. Term of Agreement; Termination: The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until terminated by Client or Contractor, whereupon the Parties shall confer regarding adjustments to the services, objectives, deliverables and fees before entering into a new agreement. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 15 days' notice to the other Party. Notwithstanding the foregoing, in the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately upon written notice, and require the defaulting Party to indemnify the non-defaulting Party against all reasonable and proven damages. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement. Payment for all services rendered prior to Termination shall be due within 15 days following such termination Fees: For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor as follows: The “Service Fee” as agreed on as outlined below. The “Service Fee” is payable subject to the terms of the relevant invoice, by automated ACH bank transfer or credit card. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. The services must be paid in full or in monthly installments regardless of any direct ROI generated by our services. Any intentional delay of invoice payments will result in a pause of services until payment is received. Additional (and often optional) fees NOT INCLUDED in our standard service investment include: Production Location Rentals Paid Actors or Spokespeople Content Revisions (beyond the standard allotment of 5 revisions rounds) Reimbursement of Expenses: All project expenses are included in the Service Fee. Notwithstanding the foregoing, however, from time to time, the Contractor may determine that an additional expense may be necessary or advisable. In such an event, the Contractor shall submit a detailed proposal outlining the request for such additional funds, such additional expenses shall be subject to Client’s prior written approval. Timeline: Timelines vary based on the type of service Clients enroll in and any custom timelines will be clearly communicated during each step of the process Our full-service course creation solutions often require 16 weeks, from start to finish, to successfully develop, create and launch a new online course business, product, website, etc. Naturally, if Clients enroll in one of our individual or bundled course creation services (not full-service) then that timeline is shorter. Other factors may contribute to a shorter or longer launch service timeline. Upon completion of our full-service then we offer optional continuity services under a new contract or services agreement. These additional services often relate to continued marketing and promotion services to increase sales. Clients may also want new courses, websites or other materials created. Guarantee: We often see a 10x return on your investment with our services in the initial 3-6 months. However, we offer no guarantees and do not promise actual revenue growth. There are different factors that contribute to the success of your new product or marketing efforts with us like market demand, target audience, existing audience size, messaging, etc. We'll address all of those factors and do our best to ensure you see the best ROI possible. The ultimate success of your business is your responsibility but we'll ensure our team, processes, and strategies will guide you to your desired success! Non-Solicitation: The Parties understand and agree that any attempt to induce the other Party’s employees or service providers to leave such Party’s employ, or any effort by a Party. to interfere with the other’s relationship with its employees or other service providers would be harmful and damaging. Therefore, during the term of this Agreement and for a period of two (2) years after the expiration or termination of this Agreement, Neither Party shall in any way directly or indirectly: (i) induce or attempt to induce any employee or service provider of the other Party to quit employment or retainer with such Party; (ii) otherwise interfere with or disrupt the other Party’s relationship with its employees or other service providers; (iii) discuss employment opportunities or provide information about competitive employment to any of the other Party’s employees or other service providers; or (iv) solicit, entice, or hire away any employee or other service provider of the other Party. Ownership of Materials and Intellectual Property: All intellectual property and related materials (the "Intellectual Property"), including any related work in progress that is developed or produced under this Agreement, will, following payment in full of all fees and expenses due pursuant to this agreement be deemed the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. No Joint Venture: The Parties to this Agreement are independent contractors. This Agreement does not create a partnership or joint venture. Notices: 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 at the addresses first listed above, or to such other addresses as the Parties may from time to time notify the other in writing. Indemnification: 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 shall include without limitation any claims of infringement of any intellectual property rights of any third party and will survive the termination of this Agreement. Approvals/Revisions: Client shall have the right of approval of all content prepared pursuant to this Agreement. To this end, Client may give 3 rounds of revision notes or less to ensure they’re completely satisfied with each deliverable. If more revisions are required then an additional hourly charge of $200 is billed to the Client until the deliverable(s) are approved. Such content revision notes may be submitted through Contractor’s content review and approval platform, (i.e., Google Drive, Frame.io) Confidentiality: During the course of this Agreement, the Parties may disclose to the other certain information which is confidential to the disclosing Party. Provided that the disclosing Party informs the receiving Party that the information is Confidential Information, each Party will hold the other party’s Confidential Information in confidence, will not disclose it to other parties and will only use it for the purposes contemplated by this Agreement. The obligations of a party under this Agreement shall in no event apply to Information which: (a) is or becomes known to the general public (except as a result of a breach by the receiving Party under this Agreement); or (b) was in the receiving Party's possession or known by the receiving Party prior to its receipt from the disclosing Party; or (c) becomes available or is disclosed to the receiving Party through or by a third party to the recipient’s best knowledge is under no obligation to keep such information confidential. Governing Law: This Agreement is made and will be performed within the State of California, and shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of such state, without regard to the jurisdiction in which any action or special proceeding may be instituted. Dispute Resolution: Any claim or controversy arising out of this Agreement shall be resolved by way of negotiation. If negotiation is not successful in resolving all disputes arising out of this agreement, those unresolved disputes shall be submitted to final and binding arbitration under the rules of the American Arbitration Association. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of California. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. Modification of Agreement: 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. Time of the Essence: Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Assignment: Neither of the Parties may assign this Agreement without the prior, written consent of the other, any assignment made without such consent shall be null and void. Entire Agreement: This constitutes the entire agreement of the parties, and it is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. Enurement: This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Titles/Headings: Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Severability: 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. 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. IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal. Supplier/Contractor _____________________________ By: Client __________________________ By: