Terms & Conditions

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 the following

services (the "Services"): ADOPTION PROFILE DESIGN

TERM OF AGREEMENT

2. 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.

PERFORMANCE

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

effect.

CURRENCY

4. All monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

5. The Contractor will charge the Client a flat fee of $350 for Template Design and $650 for

Custom Design for the Services (the “Compensation").

6. A deposit of 50% (the "Deposit") is payable by the Client upon execution of this Agreement.

7. For the remaining amount, the Client will be invoiced when the Services are complete.

8. Invoices submitted by the Contractor 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 Contractor 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 Contractor.

INTEREST ON LATE PAYMENTS

10. Interest payable on any overdue amounts under this Agreement is charged at a rate of

25.00% per annum or at the maximum rate enforceable under applicable legislation, whichever

is lower.

CONFIDENTIALITY

11. 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.

12. 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

and will survive indefinitely upon termination of this Agreement.

13. 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

14. 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.

15. 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.

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. 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.

RIGHT OF SUBSTITUTION

17. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's

absolute discretion, engage a third party sub-contractor to perform some or all of the obligations

of the Contractor 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 Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an

agent of the Contractor.

AUTONOMY

19. Except as otherwise provided in this Agreement, the Contractor will have full control over

working time, methods, and decision making in relation to provision of the Services in

accordance with the Agreement. The Contractor will work autonomously and not at the direction

of the Client. However, the Contractor will be responsive to the reasonable needs and concerns

of the Client.

NO EXCLUSIVITY

20. 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.

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, 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.

GOVERNING LAW

22. This Agreement will be governed by and construed in accordance with the laws of the State

of Wisconsin.

SEVERABILITY

23. 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

24. 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.