RetainerAgreement

THIS AGENCY RETAINER AGREEMENT made effective as of receipt of first payment

BY AND BETWEEN:

Remixed,
a Florida corporation
with an office at
37 N. Orange Ave.
Suite 1050
Orlando, FL 32801

(the “AGENCY”)

– and –

(the “CLIENT”)

WHEREAS the CLIENT, which shall include subsidiaries and affiliates existing now or created hereafter, desires to retain the AGENCY to provide design, marketing and related services, as more particularly described below (the “Services”), and the AGENCY desires to be so retained and to perform the Services for the CLIENT;

NOW THEREFORE the parties agree as follows:

1. Services.

During the term of this Agreement, the AGENCY shall provide products and services necessary to create online, interactive, print, broadcast and other marketing, advertising and design projects (hereafter “Deliverables”). Additional services may include, but are not limited to, research, usability, market planning and public relations.

Services provided shall be rendered within the hours allotted per month for the compensation described below.

2. Term.

This Agreement shall commence on the date set forth by receipt of initial payment, effective immediately, and shall continue for a period of one (1) month, and may only be terminated in accordance with the terms of this Agreement. This Agreement shall thereafter be renewed automatically between the parties for an additional term of one (1) month (“Initial Term”), until terminated by either party as provided herein. Contract must be cancelled with a minimum one (1) week notice. Should services not be used for a one (1) month period, the contract will automatically be placed on hold, until services are requested. The previously assessed fees will then be applied for the renewed term. The period will resume and will be subject to automatic renewal, until terminated by either party provided herein.

Additional Provisions & Considerations. The AGENCY will provide the CLIENT with all required services rendered within agreed timeframes.

3. Independent Contractor.

It is understood and agreed that the AGENCY is independent in the performance of this Agreement, that the AGENCY shall perform the Services under the control of the CLIENT as to the result of such activity only and not as to the means by which such result is accomplished and that the AGENCY is providing Services on a full-time or as-needed basis. The AGENCY is not an employee of the CLIENT, and has no authority whatsoever to bind the CLIENT by contract or agreement of any kind other than as expressly provided under the terms of this Agreement. The CLIENT shall not withhold federal or state/provincial income taxes or any other amounts from the AGENCY’s fees payable hereunder. The CLIENT acknowledges and agrees that the AGENCY shall act on behalf of the CLIENT but will not be liable for payment of media and purchases placed on behalf of CLIENT but for which the AGENCY has not been paid by CLIENT.

4. Compensation.

Upon execution of this Agreement, the CLIENT agrees to pay the AGENCY a retainer fee at the rate of USD$3,000.00 per one (1) month period, due on or before the beginning of each monthly period. A 10% service charge will be due for all late payments, which is compounded monthly. The CLIENT will be charged for additional products and/or services as ordered by the CLIENT which are not part of the Services covered by the terms of this Agreement, at the third-party’s rates for such additional products and/or services, which include and are not limited to services provided by the AGENCY. The CLIENT agrees to pay AGENCY all reasonable out-of-pocket miscellaneous expenses, pre-approved delivery charges and travel expenses when applicable. The CLIENT, at its option, may maintain a prepaid retainer account (“Retainer Account”) with the AGENCY, which will hold the funds in a non-interest bearing account on behalf of the CLIENT, which shall be returned upon termination of this agreement subject to offset of any exhausted hours or expenses. At all times, The CLIENT shall receive the best pricing of any related subsidiaries and affiliates, which AGENCY provides to CLIENT under this Agreement.

5. General Conditions.

A. Each party agrees to indemnify and hold harmless the other from and against any and all claims relating to this Agreement arising out of acts of conduct of the other’s gross negligence or material breach of representation including, but not limited to, any financial obligations incurred by AGENCY on behalf of CLIENT and attorney fees required to defend the AGENCY. CLIENT is responsible to review all creative, marketing and advertisements to ensure compliance with all local and/or federal regulations.

B. In the event that CLIENT cancels or terminates this Agreement, and/or work has been done prior to the termination, CLIENT agrees to pay all costs incurred, including any future non-cancellable commitments after the termination becomes effective. Cancellation of this Agreement may be made by either CLIENT or AGENCY by delivering written notice to the other party no more than forty-five (45) days and no less than thirty (30) days prior to the date of termination. In the event the CLIENT cancels the Agreement, CLIENT agrees to pay for all fees and hours up until the date of termination, which shall include the subsequent month of the retainer period. CLIENT is entitled to, and AGENCY must support and continue projects through the date of termination dictated in the written cancellation if credits exist for a prior month. Cancellation does not preclude the indefinite use of all materials created by AGENCY for CLIENT. Notwithstanding this section, AGENCY will provide digitally editable format(s) of Deliverables or services within fourteen (14) days of termination or upon reasonable request from CLIENT during the Term of this Agreement.

C. In the event that it should be necessary or proper for either party to bring any action arising under or in connection with this Agreement, should the AGENCY be the prevailing party, they shall be entitled to recoup all costs and reasonable attorney fees incurred in connection therewith, including reasonable attorney fees through and including post-judgment and appellate proceedings. This Agreement shall be enforced and governed by the laws of the State of Florida. The jurisdiction and venue for any such litigation shall solely and exclusively be in Orange County, FL.

D. CLIENT agrees and understands that AGENCY shall act on behalf of CLIENT but will not be liable for payment of media and purchases placed on behalf of CLIENT that have not been paid to AGENCY by CLIENT.

E. Until payment is made in full, or while CLIENT is actively engaged in a payment plan to AGENCY, CLIENT shall not own any rights to any deliverable, products/services or work and materials created by the AGENCY except as provided for in this agreement; however, that CLIENT shall own the work it has paid for up until termination or expiration of the Agreement. During an active payment process, CLIENT licenses use of deliverable, products/services or work and materials created by the AGENCY. CLIENT is purchasing the indefinite use of the products / services pertaining to intellectual property brought forth by the AGENCY. AGENCY and CLIENT processes and methodologies shall remain strictly confidential between CLIENT and AGENCY. All work and material is provided by the AGENCY for CLIENT’S non-exclusive use for branding, advertising and marketing in any and all global markets and media listed in this agreement for the duration and under the terms of this agreement. CLIENT may transfer rights of products / services purchased from AGENCY in the event of liquidation or sale of assets at the discretion of the CLIENT at a 50% re-licensing fee.

F. Any and all intellectual property derived from creative produced on behalf of CLIENT, in the form of usability, user interface or other surface design is considered property of CLIENT. Strategies and existing intellectual property developed by AGENCY are considered intellectual property of AGENCY and are not subject to patent nor trademark by CLIENT. Any and all patents or trademarks registered by CLIENT are not and shall not assume any possession by AGENCY nor its agents or representatives.

The CLIENT hereby represents and warrants that the CLIENT has full legal right and authority to execute, deliver, and perform under this Agreement, and that the representative’s execution of this Agreement on behalf of the CLIENT is with the full knowledge of the CLIENT and with the power and authority to do so. This Agreement is not assignable by the parties without the prior written consent of the other. This Agreement constitutes the entire Agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior written or oral agreements, commitments, representations, or understandings with respect to the matters provided for herein, and no modification shall be binding unless set forth in writing and duly executed by each party hereto.

The parties hereby agree to terms and conditions listed herein the day and year first payment is made from the CLIENT to the AGENCY.