Consult Package Terms of Use

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THIS COACHING AGREEMENT & TERMS

BETWEEN:

The Client (Purchaser of Bender Media’s Consult Package)

– AND –

Bender Media, LLC of 3215 Old Conejo Rd, Newbury Park, California, 91320

BACKGROUND:

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and

abilities to provide services to the Client.

B. 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

1. The Client hereby agrees to engage the Contractor to provide the Client with services consisting of:

o Instagram marketing coaching.

2. The Services will also include any other tasks which the Parties may agree on. The Contractor

hereby agrees to provide such Services to the Client.

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 of this Agreement 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 2 days; written notice to the other Party.

Performance

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

Currency

6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this

Agreement are in USD (US Dollars).

Compensation

7. For the services rendered by the Contractor as required by this Agreement, the Client will provide

compensation to the Contractor of a fixed amount.

8. A deposit of the full amount is required by the client.

9. For the remaining amount, the Client will be invoiced after the work is complete.

10. Invoices submitted by the Contractor to the Client are due within 7 days of receipt.

Reimbursement of Expenses

11. The Contractor will not be reimbursed for any expenses incurred in connection with providing the

Services of this Agreement.

Penalties for Late Payment

12. Any late payments will trigger a fee of 20.00% per month on the amount still owing.

Confidentiality

13. Confidential information (the "Confidential Information") refers to any data or information relating

to the business of the Client which would reasonably be considered to be 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.

14. 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.

15. 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 Contractor.

Ownership of Intellectual Property

16. 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.

17. 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 Contractor will be responsible

for any and all damages resulting from the unauthorized use of the Intellectual Property.

Return of Property

18. 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 Client.

Capacity/Independent Contractor

19. 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.  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 Contractor during

the Term.  The Contractor is responsible for paying, and complying with reporting requirements

for, all local, state and federal taxes related to payments made to the Contractor under this

Agreement.

Notice

20. 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:

a. The Client

b. Bender Media, LLC

3215 Old Conejo Rd, Newbury Park, California, 91320

or to such other address as any 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.

Indemnification

21. 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, stockholders, 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,

stockholders, 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.

Modification of Agreement

22. 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

23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate

as a waiver of this provision.

Assignment

24. 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 Client.

Entire Agreement

25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this

Agreement except as expressly provided in this Agreement.

Enurement

26. 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

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

interpreting this Agreement.

Gender

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

and include the feminine and vice versa.

Governing Law

29. 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 California, without regard to the jurisdiction in which any action or special proceeding

may be instituted.

Severability

30. 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

31. 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.