THIS Digital Marketing Agreement (“Agreement”) as of the latest date set forth in the signature area below; by and between AloaLabs, LLC, Inc. a Texas limited liability company, of 222 West Merchandise Mart Plaza, Floor 12, Suite 1212,Chicago, IL 60654 (“Aloa”) and (“Client.”)

WHEREAS, Client desires to retain Aloa to perform the work as set forth herein pursuant to the terms and conditions of this Agreement;

WHEREAS, Aloa desires to be retained by Client to perform the work as set forth herein pursuant to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Project:  

Aloa agrees to perform the work and produce the items described on Proposal attached hereto (“Project”) pursuant to the terms and conditions of this Agreement.

2. Compensation:  

In consideration for the services rendered by Aloa for the Project, Client agrees to pay Aloa the monthly amount as set forth in Proposal.  Client also shall reimburse Aloa for any and all reasonable expenses Aloa incurs in rendering services for the Project.  Said reimbursed expenses shall be at Aloa’s actual cost.  As soon as practical from the close of any month in which Aloa performs services on the Project, Aloa shall tender to Client an invoice for the Project, including all services performed and an itemization of any expenses incurred for said month.  All invoices shall be paid by Client within fourteen (14) days of receipt.  Payments not made within such time period shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. Aloa may suspend all services on seven (7) days written notice until the amounts outstanding are paid in full.

3. Status of Aloa:  

Aloa is an independent contractor and nothing contained in this Agreement shall be construed as making Aloa an employee, partner or joint venturer of Client.  Aloa shall be responsible for all taxes assessed in regard to any monies earned by Aloa pursuant to this Agreement.  - The Aloa shall be solely responsible for determining the method, details, and means of performing the Services. The Aloa may, at Aloa’s own expense, employ or engage the services of such employees, subcontractors, partners, or agents, as the Aloa deems necessary to perform the services hereunder.

4. Effective Date (Initial Applicable Provisions):  

a) This Project shall commence as of the date outlined in Proposal and Aloa shall complete the Project by 30 days after the initial date..

b) This Agreement shall be effective upon execution and shall continue for thirty days thereafter.  This Agreement shall automatically renew at the expiration of said thirty day period and from time to time thereafter unless terminated pursuant to Section 5, below.

5. Termination:  

This Agreement may be terminated by either party upon the tendering of not less than thirty (30) days’ prior written notice.  Upon a termination of service for any reason, all efforts by Aloa must immediately cease.  Client shall pay Aloa for all services rendered and work performed up to the effective date of termination. Aloa shall provide Client with an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt. Upon receipt of said payment Aloa shall deliver to Client the Works (as defined below).

6. Works:

a) Works: The “Works” shall be defined as all inventions and new developments, trade, engineering, production and technical data, information, and know-how, including but not limited to any lists, plans, procedures, specifications, drawings, layouts, programs, computer programs, codes, system designs and formulas prepared by Aloa exclusively in connection with the Project.  Notwithstanding the foregoing, “Works” does not include any intellectual property acquired, developed or used by Aloa prior to this Agreement.

b) Ownership of Works: Upon receipt of full payment from Client for the Project, Aloa agrees to assign and hereby does assign to Client, its successors, assigns, and nominees, all its rights to the Works and Aloa hereby releases and waives any and all claims, rights and titles to the Works.  If applicable, Aloa further agrees and acknowledges that the Works are a “work made for hire” as defined in 17 U.S.C. § 201(b).  Notwithstanding the above, Client hereby grants to Client a perpetual non-exclusive and non-cancelable license to the Works for Aloa’s exclusive use and said license may not be assigned by Aloa without the expressed prior written consent of Client.  Notwithstanding anything to the contrary contained herein, Aloa shall retain ownership rights to any pre-existing intellectual property that Aloa provides as a deliverable or is incorporated into a deliverable.

7. Confidential Information:

(a) In the rendering of services hereunder, Aloa and Client, and their respective associates and employees may, acquire confidential information and data concerning the business and operations of, or belonging to, the other (“Disclosing Party Confidential Information”).  Each of Aloa and Client agree to treat and maintain the Disclosing Party Confidential Information as their own confidential property and not to divulge it. If Aloa or Client is required by legal process to disclose Disclosing Party Confidential Information, such party will provide the disclosing party immediate notice so that the disclosing party shall have the opportunity to contest such process by any means available to it before the Disclosing Party Confidential Information are submitted to a court or other third party. However, neither Aloa nor Client shall be obligated to withhold such delivery beyond that time ordered by the court or administrative agency.  Disclosing Party Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of disclosure thereof by the receiving party; (b) is or becomes available to the receiving party on a non-confidential basis from a source which is not prohibited from disclosing such Disclosing Party Confidential Information to the receiving party by a legal, contractual or fiduciary obligation to the receiving party; or (c) receiving party can demonstrate is independently developed by receiving party without use, directly or indirectly, of any Disclosing Party Confidential Information.    

(b) Notwithstanding the foregoing, Client agrees to allow Aloa to use Client’s name and website for Aloa promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Aloa services to other parties.

8. Intellectual Property:

The Client represents and warrants to Aloa and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Aloa pursuant to this Agreement are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Aloa from any claim or suit arising from the use of such elements furnished by the Client.

9. Employees:

Client agrees that during the term of this Agreement and for a period of two (2) years following the termination of this Agreement for any reason, Client will not, directly or indirectly, (i) encourage any employee of Aloa, its affiliates or its successors in interest, to leave their employment with Aloa, its affiliates or its successors in interest; or (ii) employ, hire, solicit or cause to be employed, hired or solicited (other than by Aloa, its affiliates or its successors in interest), or establish a business with, or encourage others to hire, any person who within two (2) years prior thereto was employed by Aloa, its affiliates or its successors in interest.

10. Survival:

The provisions of Sections 6 through 10, inclusive, shall survive the termination of the term of this Agreement irrespective of the reasons therefor.

11. LIMITATION OF LIABILITY.  To the maximum extent permitted by applicable law, neither Aloa nor its administrators, affiliates, agents, assigns, beneficiaries, employees, executors  and successors, or anyone else involved in creating, producing, or distributing the Works or involved in the Project shall be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Works; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Client’s records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on the Aloa Portal. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE AMOUNTS PAID TO ALOA FOR SERVICES IN THE THREE (3) CALENDAR MONTHS OF THE EVENT GIVING RISE TO THE CLAIM.

12. Miscellaneous:

a) Binding Effect:  This Agreement shall be binding upon the parties, their affiliates, successors, assigns, officers, directors, partners, shareholders, members, agents and employees and inure to the benefit of the parties, their successors and affiliates hereto. If Aloa shall retain the services of any entity that is not a party to this Agreement or bound hereto, Aloa shall cause the same to enter into an agreement obligating it to terms and conditions affording Client the same rights and protections as to trade secrets, Works and any other confident information, as set forth herein.

b) Counterparts:  This Agreement is signed in two (2) counterparts, all of which should be deemed an original, with one (1) copy being tendered to each party.

c) Fees and Costs:  If Client shall successfully prosecute any action to enforce its rights hereunder against Aloa or successfully defend itself against any action initiated by Aloa, then Aloa shall reimburse and indemnify Client for all expenses and costs incurred by Client, including but not limited to attorneys’ fees and court costs, in regard to said action.

d) Governing Law:  This Agreement shall be construed pursuant to the laws of the State of Illinois.  The Circuit Court of Cook County, Illinois is the chosen exclusive forum for any disputes which the parties cannot resolve among themselves.

e) Notices:  All notices provided for by this Agreement shall be made in writing and deemed receipted: (1) upon the actual delivery of the notice into the hands of the parties entitled thereto; (2) upon the mailing of the notice in the U.S. Mail at the last known address of the party entitled thereto, certified mail, return receipt requested; or (3) upon the transmission by telecopier with the original thereof and proof of transmission being simultaneously placed in the regular U.S. Mail.

f) Records:  Aloa shall maintain complete and accurate records of its activities and hours such form and detail as may be required by Client.

g) Severability:  If any provision or term of this Agreement is found to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  It is the intent of the parties hereto for the terms and conditions of this Agreement to be interpreted to the greatest extent possible so as to remain valid and enforceable and any provision or term of this Agreement found to be invalid, void or unenforceable, shall be rewritten by the court pursuant to this intent.

h) Succession:  This Agreement supersedes any and all prior agreements entered into between the parties with respect to the subject matter hereof and the parties revoke the same.  This Agreement contains the final and entire understanding of the parties with respect to the subject matter hereof and no amendment, modification or alteration of the terms hereof shall be binding unless the same shall be executed in writing, dated subsequent to the date hereof and duly executed by each party hereto.