EVERGREEN AGENCY TALENT CONTRACT

Now Therefore, Evergreen Agency Talent (EAT) and Client hereby agree as follows:

TERM of the AGREEMENT

1.1.Initial Term: This Agreement is effective and the parties’ obligations commence upon

the date of execution by EAT (“Effective Date”) and continues in effect for a period of six (6) months (“Initial Term”).

1.2.Automatic Renewal: This Agreement renews automatically for successive one (1)

month periods at the expiration of the Initial Term, unless otherwise canceled in

accordance with the Cancelation/Termination provision of this Agreement at Paragraph

1.3 or a Breach of the Agreement.

1.3.Cancelation/Termination: Client may cancel this Agreement upon expiration of a term

by providing written notice of its intent to terminate this Agreement on Client’s letterhead

and signed by the Client, or an agent of the Client, provided not less than 30 days prior to

the expiration of the then-current Term.

RATES and CHARGES

At the execution of the Agreement Effective Date, Client shall make a payment of $397. Then on the same day of the month thereafter during the term of this Agreement, Client shall make monthly payments to EAT in the amount of $397 per month via credit card, debit card by the same day of each month beginning on the Effective Date. Any EAT service used by Client for which a rate is not specified in this Agreement, the parties shall mutually agree on the applicable rate for the service, but if the parties cannot agree and Client utilizes the service, EAT's standard business rate shall apply. 

All Parties agree that the rates will be prorated for the month in which this Agreement is canceled/terminated. If cancellation occurs within contracted 6 months, Client will be invoiced for the remaining balance due to be paid in full. 

By executing this Agreement, Client authorizes EAT to make monthly debits to Client's credit card, debit card in the amount of $397 pursuant to the terms of this Agreement.

PROVISIONS and SERVICES

Subject to the terms and conditions of this Agreement, EAT shall provide to Client with recruiting activities and services. Services include providing Client with prospective employees for employment with Client. Services provided by EAT and set forth in this provision are for Client’s use and benefit, and not for the use or benefit of a third party.

INDEPENDENT CONTRACTOR

The relationship between the parties is that of independent contractor parties. Nothing contained in this Agreement or the course of conduct between the parties will be considered to form a partnership, employment relationship, or any other relationship except that of independent contractor.

BREACH OF AGREEMENT

Client will be deemed to be in breach of this Agreement in the event that the Client fails to make a monthly payment on the due date each month, and said payment is not made within 7 days of due date. EAT will be deemed to be in breach of this Agreement in the event EAT fails to provide Client with the services as provided for in this Agreement, Client provides EAT with written notice of said breach and EAT fails to cure said breach within thirty (30) days of said written notice.

Either party may terminate this Agreement without notice upon the other party’s breach of any term, condition, or obligation hereunder of such breach is not remedied (i.) within 7 days from the date a monetary obligation is due, and (ii.) within thirty (30) days from the date of written notice with regard to any other breach.

FORCE MAJEURE 

It shall not be a breach of this Agreement if any of the services as provided for in this Agreement are interrupted due to circumstances outside of the EAT’s control which includes but is not limited to the fault of another entity. Neither Party shall be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement, and EAT shall be entitled to documentation associated with any delay in performance by Client caused, directly or indirectly by any reason beyond its control, including, by example, an act of God; epidemic, fire, explosions, hostilities or war (declared or undeclared), acts of terrorism, striking or work stoppage involving either party’s employees, or governmental restrictions, severe weather, including but not limited to snow storms, ice storms, high winds, rain storms, and flooding, failure of public utilities to properly function, vandalism, and riots, provided that the party declaring force majeure shall give notice to the other party promptly and in writing of the commencement of the condition, the nature, and the expected termination of the force majeure condition, providing details to the reasonable knowledge of the sender. The party whose performance has been interrupted by such circumstances shall use reasonable professional means to resume full performance of this Agreement as promptly as possible. If services are unavailable as a result of the Force Majeure event, EAT may terminate this Agreement for Convenience. Parties must use reasonable efforts to remove and otherwise avoid such causes of non-performance.

NOTICES

Any and all notices shall be sent in writing to each party to the party’s address as provided for above or email.

OPEN ACCOUNT

If Client has outstanding invoices with EAT, Client agrees that Client has an open account with EAT and that Client consents that when Client makes a payment to EAT that EAT shall have the right to apply the payment against any invoice EAT deems fit including the most outstanding invoice. Client further consents to EAT combining all invoices into one account and that the last activity made by the Client shall be the date of last payment or the date of last service whichever has occurred sooner.

PERSONAL GUARANTY

If Client is an entity, the individual signing this Agreement agrees to sign twice, once for the entity and once on behalf of him/her/itself and to be personally liable for any payment obligation.

WAIVER 

The failure of either party to require the performance of any term or obligation of

this Agreement, or the waiver by either party of any breach of this Agreement, shall not

prevent any subsequent enforcement of any term or obligation or be deemed a waiver of

any subsequent breach.

Waiver of Jury Trial: EAT and Client acknowledge that the right to a trial by jury is a

constitutional right and can be waived by one's free will. In the event either party

breaches any term of this Agreement, and the non-breaching party files a lawsuit seeking

damages for said breach, EAT, Client and Personal Guarantor hereby waive his/her/its right

to a jury trial.

ATTORNEY FEES and COURT COSTS

In the event either party breaches any term of this Agreement, it shall be liable to the non-breaching party for reasonable attorney fees and the prevailing party shall be entitled to recover court costs.

CHOICE OF LAW and VENUE

All parties agree that the terms of this Agreement are governed by the laws of the State of Michigan and shall be enforced in the State of Michigan. In the event of a dispute all parties consent that the State of Michigan shall have jurisdiction and venue over any cause of action pertaining to the lawsuit shall be Ingham County.

RIGHT TO ADVERTISE

Client hereby consents to EAT advertising that Client is a customer of EAT on any and all of EAT’s advertising which includes EAT’s social media.

CONTRA PROFERENTEM DOES NOT APPLY

While EAT prepared this Agreement, Client has had the opportunity to review this Agreement with Client’s legal counsel and to fairly negotiate its provisions. Therefore, no provision of this Agreement shall be interpreted against AR as the drafter of this Agreement, and each provision shall be given its fair and reasonable meaning.

COUNTERPARTS; FACSIMILE

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic transmission, and a facsimile or electronic version of this Agreement or of a signature of a party will be effective as an original.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision is invalid and unenforceable as written, that provision will be deemed modified in a manner consistent with the intent of the original provision, so as to make it valid and enforceable. This Agreement, and the application of the provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable, shall not be affected.

AMEND/MODIFY

EAT reserves the right to amend or modify this Agreement upon notifying Client in writing and obtaining signature from Client.

ENTIRE AGREEMENT

This Agreement contains and encompasses the entire intent and agreement of the parties regarding this Agreement. There are no promises or conditions that lay outside the four corners of this Agreement. This Agreement supersedes all previous documents, meetings, discussions or agreements.

WHEREFORE, All parties agree to the terms as provided for in this Agreement, and each

person signing this Agreement states that he/she/they can legally bind EAT or Client for

whom they are signing this Agreement on behalf of: