1. Services. The Company shall perform the Services in compliance with any and all applicable laws, regulations, and statutes. Notwithstanding the foregoing, the Company may engage subcontractors to perform the Services in the Company’s sole and absolute discretion.

2. Term and Termination. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect unless otherwise terminated (a) by the Company for any reason immediately upon providing Client written notice; or (b) by Client for any reason upon providing the Company thirty (30) days’ prior written notice; provided, that, notwithstanding termination of this Agreement, the Company shall be entitled to be paid for all Services performed through the effective date of termination.

3. Independent Contractor; Engagement. It is the intention of the Parties that the Company be an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Company and Client. During the Term of this Agreement, the Company shall retain the right to perform work of the same or different nature and scope as the Services to be performed for other parties.

4. Ownership of Work Product. All works of authorship, designs, concepts, websites, made by the Company directly related to the Company’s performance of the Services specifically for Client (collectively, the “Work Product”) shall belong exclusively to the Client.

5. Approval/Revisions. Client shall have the right to review, edit, change, approve or disapprove all Services. All Services shall be submitted to Client for its written approval before being finalized. Client will respond and either communicate any suggested changes to Company or approve such Services. In the event the Client suggests changes, Company shall, within ten (10) days of receiving such suggested changes, revise such Services pursuant to Client’s suggested changes and re-submit the Services to Client for approval.

6. Release. Excluding any damages resulting from any party’s gross negligence, fraud or willful misconduct during the Term, Client waives, acquits, releases, and forever discharges, Company and its agents, past and present owners, members, managers, employees, attorneys, insurers, representatives, successors and assigns, and all affiliates, related companies and firms, as well as all entities, or persons acting on behalf of Company in an official or individual capacity (the “Released Parties”) from any and all actions, demands, rights, monies, wages, compensation, contribution, bonuses, commissions, benefits, leave, employment, re-employment, claims, charges, damages, complaints, contracts, promises, agreements, judgments, duties, causes of action in law or in equity, liability, lawsuits, expenses, fees (including attorneys’ fees, court costs, expert witness fees, etc.), damages and losses (the “Released Claims”), whether in tort or in contract, at law or in equity, known or unknown, contingent or fixed, suspected or unsuspected, arising out of, or in any way related to Client’s use of the Services.

7. Confidentiality and Non-Disclosure.

a. Confidential Information. Each Party acknowledges that, during the course of the Company’s performance of the Services for Client, each Party may come into contact with the other Party’s trade secrets and other confidential and proprietary information, including, but not limited to, information concerning business operations, financial condition, product and price lists, marketing and management techniques, policies, processes, operating procedures, systems, agreements, work product, programs, sketches, drafts, drawings, research, recommendations, notes, reports, records, logos, pictures, designs, budgets, technical information, trade secrets, copyrights, trade names, trademarks, and inventions (whether patentable or unpatentable or subject to trademark protection) (“Confidential Information”). Each Party recognizes and agrees that the disclosure or improper use of such Confidential Information for the benefit of third parties will cause serious and irreparable injury. Therefore, the Parties agree that, during the Term of this Agreement and permanently after the termination of this Agreement for any reason, except with the prior written consent of the disclosing Party, the other Party shall: (i) not disclose, divulge, publish, reveal, report, rent, sell, share, transfer, reproduce, modify, transmit, copy, remove, use, caused to be disclosed, disseminated, or distributed either directly, indirectly or through another, to any person, firm, association, corporation, or business entity or enterprise, any Confidential Information; and (ii) hold Confidential Information in the strictest confidence and treat such information in accordance with and subject to the provisions of this Agreement as if such information were Confidential Information. Upon the termination of this Agreement for any reason, or upon request by the disclosing Party at any time, the receiving Party shall surrender and return to the disclosing Party all Confidential Information, including any copies or printouts, within ten (10) days of such request.

b. Remedies. Each Party acknowledges that the Confidential Information and goodwill developed and maintained by the disclosing Party are of a unique, special, and extraordinary character, and that breach of any covenant set forth in this Agreement would cause immediate, substantial, and irreparable harm. Therefore, the disclosing Party shall, in addition to any other rights and remedies available hereunder, at law or otherwise, be entitled to obtain from any court of competent jurisdiction, temporary, preliminary, and permanent injunctive relief, without any requirement to post any bond or showing of actual damages, which rights shall be cumulative and in addition to any other rights or remedies to which the disclosing Party may be entitled. The remedies of the disclosing Party as set forth herein shall be in addition to and not in limitation of any injunctive relief or other rights or remedies (including, but not limited to, monetary damages as may be awarded by a court) to which the disclosing Party is or may be entitled under this Agreement, at law or otherwise.

8. Indemnification. Each Party expressly agrees to indemnify, defend, and hold harmless the other Party and all of the other Party’s, as applicable, owners, shareholder, officers, directors, members, managers, employees, independent contractors, agents, representatives, legatees, beneficiaries, heirs, successors and assigns (the “Indemnified Parties”), from and against any and all injuries, liabilities, losses, expenses, damages, compensation, awards, penalties, payments, taxes, demands, taxes, liens, suits, actions, contributions, assessments, judgments, fines, sanctions, charges, costs, obligations, claims, and causes of action, of whatsoever type or nature, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and other legal expenses incurred by any of the Indemnified Parties, and all interest thereon, in connection with any claim based upon or arising from: (i) any alleged or actual breach by the other Party of any provision of this Agreement; and (ii) any third party claim, including, but not limited to, Client’s breach of any non-disclosure or other restrictive covenant agreements to which Client is a party. Except in the case of fraud, claims pursuant to the provisions and limitations of this Section shall be the sole and exclusive remedy with respect to any and all claims by any Party relating to this Agreement.

9. Disclaimer of Warranty; Limitation of Liability. COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE SERVICES OFFERED BY COMPANY AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES OF QUALITY AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, HOWSOEVER ARISING UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, AND WHETHER FORESEEABLE OR NOT, NOR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE SUSTAINED BY THE CUSTOMER OR ANY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, THIRD PARTY CLAIMS FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF CUSTOMERS, OR DAMAGE TO REPUTATION OR GOODWILL). IN NO EVENT SHALL COMPANY’S LIABILITY HEREUNDER EXCEED THE ACTUAL FEES PAID TO COMPANY BY CLIENT.

10. Mutual Non-Disparagement. The Parties agree not to make any derogatory or disparaging statements or comments about each other including, without limitation, in any discussions with third parties, in any public or private forum, in any medium or manner (including, but not limited to, social media, Yelp, or Google), which could reasonably be interpreted, under the circumstances, as embarrassing, disparaging, prejudicial, or in any way detrimental to the interests and reputation of the other Party.

11. Miscellaneous.

a. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed effective and to have been duly given: (i) upon receipt, if personally delivered; (ii) upon acknowledgment of receipt by the recipient party, if sent by electronic mail; (iii) two (2) business days after mailing, if mailed by first class mail, postage prepaid, return receipt requested; or (iv) five (5) business days following mailing, if sent by a nationally recognized overnight express courier, to the recipient at the address previously provided by the recipient or such other address or to the attention of such other person or entity as the recipient party shall have specified by prior written notice to the sending party.

b. Entire Agreement; Amendment. This Agreement constitutes the entire, integrated agreement between the Parties with respect to the subject matters covered herein and supersedes all prior agreements, understandings representations and/or warranties, whether oral or written, express or implied. No provision, term, condition, covenant or agreement hereof may be amended, supplemented, modified, changed, waived, discharged or terminated unless the same is included in a written instrument that refers to this Agreement and is signed by the Party against whom enforcement of the amendment, supplement, modification, change, waiver, discharge or termination is sought.

c. Governing Law; Jurisdiction and Venue; Costs of Enforcement. This Agreement shall be governed by, construed and interpreted in accordance with the substantive laws of the State of Maryland, without reference to principles of conflicts of laws. The Parties consent and submit to the exclusive jurisdiction and venue of the federal and state courts of competent jurisdiction located in Montgomery County, Maryland in any action or proceeding arising out of or related to this Agreement and agree to accept service of process pursuant to Maryland rules and In the event of any legal action arising under this Agreement or any asserted breach thereof by either Party, the substantially prevailing Party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred in enforcing, attempting to enforce, or defending any of the terms, covenants or conditions of this Agreement, including costs incurred prior to commencement of legal action and in any appeal thereafter.

d. Severability. The provisions of this Agreement are severable and if any provision of this Agreement, in whole or in part, is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be reformed, construed and interpreted as if such invalid, illegal or unenforceable provision or portion thereof had never been contained herein. If any provision of this Agreement is adjudicated to exceed the time, geographic area, scope of business or other limitations permitted by applicable law in any applicable jurisdiction, then the impermissible provisions shall be deemed reformed in that jurisdiction to the maximum time, geographic or other limitations permitted by law.

e. Waiver. Any delay or failure by either Party to insist upon strict performance of any obligation hereunder or exercise any right, privilege or remedy provided hereunder shall not be a waiver of such Party’s right to demand strict compliance in the future, irrespective of the length of time for which such delay or failure continues. No term or condition hereof shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse has been put in writing and signed by the Party claimed to have so waived or excused. No Party’s consent or waiver to or of any right, remedy or breach shall constitute a consent or waiver to or of any other right, remedy or breach in the performance of the same or any other obligation hereunder.

f. Binding Effect; Assignment. The rights and obligations under this Agreement of the Parties shall inure to the benefit of and shall be binding upon their respective successors, heirs and permitted assigns; provided, that nothing contained herein, express or implied, shall confer any rights, remedies or benefits upon any person other than the Parties. This Agreement and/or any rights or obligations of the Parties hereunder may not be assigned by Client without the prior written consent of the Company. This Agreement and/or any Services shall be freely assignable by the Company without the need to obtain Client’s consent.

g. Counterparts; Electronic Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one Agreement, and the signature of any Party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. This Agreement may be executed by written or electronic means, and a signature page executed by electronic means and transmitted by facsimile or by PDF attachment to an email shall be legal and binding on the transmitting Party and shall have the same full force and effect as if such signature page was an original signature page.

h. Further Assurances. Following the Effective Date, each Party shall execute, acknowledge, seal and deliver, without additional consideration, such further assurances, instruments and documents, and shall take such further actions, as the other Party may reasonably request in order to fulfill the purpose and intent of this Agreement and the transactions contemplated hereby.

i. Counsel. The Parties agree that the law firm of Stein Sperling Bennett De Jong Driscoll PC has been directed by and on behalf of John William Deatherage to prepare this Agreement and represent the Company’s interests, and not those of Client. Client acknowledges that, prior to Client’s execution hereof, Client has been advised to seek the advice of Client’s own independent counsel regarding Client’s rights and obligations hereunder and, upon execution, Client shall be deemed to have exercised or waived such right. 

j. WAIVER OF JURY TRIAL. EACH PARTY HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS.

k. Force Majeure. Neither Party shall be liable or responsible to the other Party or be deemed to have breached this Agreement for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) government shutdown; (c) flood, fire, earthquake, explosion, epidemic, pandemic (including a COVID-19-related shutdown) or other similar disaster or catastrophe; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (e) government order, law or action; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) fire, weather or other major day-of-event complications; (i) supply chain issues, strikes, labor stoppages, delays or shortages in production, manufacturing, shipping or distribution or shutdowns, other industrial disturbances, or other restrictions affecting the quantity or delivery of materials and supplies; or (j) other similar events beyond the reasonable control of the Impacted Party. Notwithstanding the foregoing, Client’s financial inability to perform, changes in costs, market conditions or contract disputes shall not excuse Client’s performance hereunder. The Impacted Party shall: (x) give written notice to the other party within five (5) calendar days of the Force Majeure Event(s); (y) use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event(s) are minimized; and (z) resume the performance of its obligations under this Agreement as soon as reasonably practicable after the removal of the cause. If the Impacted Party’s failure or delay remains uncured for a period of thirty (30) calendar days following the other party’s receipt of written notice given by the Impacted Party, then the other party may terminate this Agreement.