CONNECTIONS CONSULTING AND MARKETING SOLUTIONS dba TALENT BOOKING EXPERTS 

TERMS AND CONDITIONS

1.              Ownership, CUSTODY AND USE OF MATERIALS. 

(a)   The results, outcomes, or final conclusions of the services provided by Connections hereunder, including data, analysis, specific conclusions, and recommendations, as well as all products, materials or other similar items purchased for Client’s account by Connections (collectively, “Work Product”), shall be the property of Client.  Excluded from the foregoing shall be any pre-existing databases, reports or knowledge not specific to work under this Agreement, or industry knowledge learned during the course of this Agreement (except Confidential Information).  

(b)   Notwithstanding the foregoing, Connections retains all of its rights, title and interest in and to (including, without limitation, the unlimited right to use) (i) all processes, planning, preparatory, analytical templates, or sales and research data and training materials (collectively, “Intellectual Property”) owned by or licensed to Connections prior to, or independent from, the performance of services under this Agreement, and all modifications thereof, (ii) all generic or proprietary information, and all ideas, methodologies, software, applications, processes or procedures used, created or developed by Connections in the general conduct of its business, and (iii) all rights with respect to Sales Ambassadors. 

(c)   Client hereby authorizes Connections to use its trademarks in connection with the services performed hereunder.  Nothing herein shall confer ownership interest of the trademarks to Connections.  Connections agrees that it shall at no time use, authorize the use of, or seek to register any trademarks, service marks, trade names, or other designations identical with, or confusingly similar to, the trademarks without the express written consent of Client.

2.              Notice.  All notices which either party is required or may desire to give the other party hereunder shall be sufficiently given if delivered in person, by email, registered or certified mail, postage prepaid, or by prepaid overnight courier, addressed as follows:

                        To Client at:   ______________________

                                             ______________________

                                             ______________________

                                             Attention: ______________

                                              Email:_________________

                        To Connections at: Connections Consulting and Marketing Solutions, LLC

                                    353 E.BONNEVILLE AVE  #173

                                    Las Vegas, Nevada 89101

                                    Attention: Rian Donatelli

                                    Email: [email protected]

or to such other address as shall be furnished in writing and in the manner set forth above by either party.  Such notice shall be deemed to have been given as of the date delivered in person, three (3) days after being mailed, or the day after being sent by prepaid overnight courier.

3.              Term and Termination.

(a)   This Agreement is effective as of the date of signing by the parties, and will continue in full force and effect from that date until completion of the services by Connections, unless earlier terminated pursuant to the terms of this Agreement (the “Term”).  A party (the “Non-Defaulting party”) may (in addition to pursuing any other remedies available to it by law, equity or this Agreement) elect to terminate this Agreement by giving written notice (the “Termination Notice”) to that effect to the applicable party (the “Defaulting party”) upon occurrence of any of the following events: 

                                (i)    the commencement of any proceeding against the Defaulting party, which is not dismissed within forty-five (45) days after commencement, seeking adjudication of bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any state and/or federal statutes, laws or regulations (in which event, the termination of this Agreement shall be effective upon the date of, or any later date specified in, the Termination Notice); or

(b)  Any amounts owed by Client to Connections that are not paid when due shall be subject to a late payment penalty of 5% of the amount then due and shall accrue interest at the rate of 1.5% per month. Should Connections be required to institute any legal action or proceedings to collect amounts due, Client shall reimburse Connections for its costs incurred, including reasonable attorney's fees.

(c) Cancellation Policy: Due to heavy schedules and loss of income, in the event of cancellation or breach of financial conditions by Client, Client shall be subject to the following penalties from the time Consultant receives WRITTEN NOTIFICATION OF CANCELLATION, or Client fails to meet financial conditions:

• 21-14 days prior to scheduled appearance: 50% of fee

• 13-6 days prior to scheduled appearance: 75% of fee

• 100% of fee if cancelled within 5 days prior to start date.

4.              Confidentiality. 

(a)  Connections will receive or be privy to information regarding Client in connection with the provision of the services to be provided hereunder.  Connections shall keep confidential the information provided to it by Client and any other information that the Client, or its agents or representatives, furnish to Connections, whether furnished before or after the date of this Agreement, and all financial, creative concepts, research, personnel, sales, market or marketing data or information, compilations, notes, analyses, forecasts and other documents or materials, whether prepared by Connections or others, which contain or otherwise reflect such specific information (collectively, the “Confidential Material”).  For purposes of this Section, the term Connections includes all of its affiliated entities and their respective successors and assigns, and any representatives, employees, officers, directors, consultants, advisors or agents (collectively, “Representatives”).

(b)  Client shall not reveal or otherwise make available to any other person any confidential or proprietary information (the “Confidential and Proprietary Information”) which Client may obtain, acquire, generate, or to which Client may be otherwise exposed during the Term of this Agreement.  Confidential and Proprietary Information shall include, but not be limited to, any information about Connections or its related companies which is neither publicly known nor accessible to Client from third parties; product information; business information related to its customers or methods of operation; financial information; trade secrets; technical information; the identity of, and any other information about Sales Ambassadors; or Intellectual Property.  Client shall use reasonable precautions to ensure that each third party is in compliance with this Section.  For purposes of this Section, the term Client includes all of its affiliated entities and their respective successors and assigns, and any representatives, employees, officers, directors, consultants, advisors or agents (collectively, “Representatives”).

(c) The terms Confidential Material and Confidential and Proprietary Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by either party or its Representatives, (ii) was rightfully available to the parties on a non-confidential basis prior to its disclosure to either party, or its agents or representatives, or (iii) becomes rightfully available to either party on a non-confidential basis from a source other than the parties or its agents or representatives provided that such source is not prohibited from transmitting the information to the parties by a contractual, legal or fiduciary obligation.

(d) Without the prior written consent of the parties, neither party nor its Representatives will disclose to any entity or person any of the Confidential Material or Confidential and Proprietary Information or any terms, data, strategies, information or other facts with respect to the services to be provided hereunder, except to either parties’ Representatives who are informed of, and agree to be bound by, this Agreement. The parties further agree to take all reasonable measures to restrain its Representatives from making any prohibited use or disclosure of the Confidential Material or Confidential and Proprietary Information, and to be responsible for any prohibited use or disclosure made by its Representatives.  This provision shall survive the termination of this Agreement and shall remain in full force and effect for a period of two (2) years following the termination of this Agreement.

(e) In the event that the parties or any of its Representatives are requested or required to disclose any Confidential Material, the parties agree to provide prompt notice of such request so that either party may seek an appropriate protective order and/or waive the other party’s compliance with the provisions of this Agreement.  It is further agreed that, in the absence of a protective order or upon receipt of a waiver hereunder, the parties and their Representatives shall disclose only such information concerning the party, any of its  affiliates or services provided hereunder as is legally required and shall use best efforts to ensure the confidentiality of the information thus disclosed.

(f) Upon termination of the Agreement, the parties will promptly, upon written request of either party, deliver to it all Confidential Material or Confidential and Proprietary Information without retaining any copy thereof.

(g) The parties hereto agree that it is impossible to measure solely in money the damages, which will accrue to either party by reason of failure to observe any of the parties’ or its Representatives’ obligations under this Agreement.  Therefore, if either party shall institute any action or proceeding to enforce such obligations or provisions, the parties and its Representatives hereby waive the claim or defense that there is an adequate remedy at law and agree in any such action or proceeding not to interpose the claim or defense that such remedy exists at law.  Without limiting any other remedies that may be available to the parties, each party and its Representatives hereby specifically affirm the appropriateness of injunctive or other equitable relief in any such action.  Any costs and expenses (including reasonable attorneys’ fees and costs) incurred by either party in successfully enforcing any provision of this Agreement shall be borne by the other party.  Conversely, any costs and expenses (including reasonable attorneys’ fees and costs) incurred by either party in the party’s unsuccessful enforcing of any provision of this Agreement shall be borne by the unsuccessful party. 

5.         INDEMNIFICATION.  Connections shall not be responsible or liable to Client or any third party in connection with any act, omission, or occurrence that is beyond Connection's control, which includes the acts and omissions of Sales Ambassadors. Each Sales Ambassador, for all purposes, is an independent contractor, not an employee, agent, representative, or partner, of Connections. Connections does not and will not control, direct, or attempt to control or direct any Sales Ambassador’s services or compliance with professional or legal obligations. All decisions and actions, including when, where, and how to render services, are solely those of each respective Sales Ambassador.   Client shall indemnify, defend, and hold Connections and its officers, employees, members, representatives and agents harmless from and with respect to any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, costs and expenses, including reasonable attorney's fees, related to or arising directly or indirectly out of any breach by Client of any representation, warranty, covenant, agreement, obligation, or undertaking of Client in this Agreement, or arising out of the actions or inactions of any Sales Ambassador. This Section 5 shall survive termination of this Agreement.

6.         DISPUTE RESOLUTION PROCEDURES.

(a)   Negotiation.  In the event of any controversy, claim, question, disagreement or dispute (collectively the “Dispute”) arising out of or relating to this Agreement, or the relationship between the parties, the parties shall first use their best efforts to resolve the Dispute through negotiation.  During negotiation, the parties shall, without delay, continue to perform their respective obligations under this Agreement that are not related to the Dispute.  To invoke the dispute resolution procedures set forth in this Section, the invoking party shall give to the other party written notice of its decision to negotiate.  The notice shall include a detailed description of the issues subject to the Dispute and a proposed resolution thereof.  Within five (5) business days after the written notice has been received by the other party, both parties shall designate representatives to settle the Dispute.  The designated representatives shall be vice presidents or corporate executive officers of their respective businesses or other individuals holding comparable executive positions with decision-making authority to settle the Dispute without further ratification by the parties.  The designated representatives shall consult and negotiate with each other in good faith and attempt to reach a just and equitable resolution satisfactory to both parties within fifteen (15) business days after the deadline for designation of the representatives.  If those designated representatives do not timely resolve the Dispute through negotiation, the Dispute may be submitted to resolution pursuant to Section 8(b).

(b)   Mediation.  If the Dispute is submitted to mediation, the parties agree that the mediation will be administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules.  Mediation shall take place in Clark County, Las Vegas Nevada and any AAA and mediator’s fees and expenses shall be allocated and paid by the parties equally.  If the parties do not resolve the Dispute through mediation within thirty (30) days from the date the demand is made, the Dispute shall be submitted to legal action in accordance with Section 10(f).

(c)   Exception.  Notwithstanding any terms or conditions in this Agreement to the contrary, in the event of a breach or threatened breach of Section 1 or Section 4 hereof, each party agrees that the other party would suffer damages that are not readily ascertainable, and that monetary damages would not provide the injured party an adequate remedy.  In the event of such a breach or threatened breach, the injured party shall be entitled to seek specific performance and injunctive relief in the state or federal courts located in Clark County, Las Vegas Nevada, which shall have exclusive jurisdiction in relation to any claim, dispute or difference arising under Sections 1 or 4.  The parties hereto irrevocably waive any right they may have to object to any action that has been brought to an inconvenience forum or to claim that these courts do not have jurisdiction.  The parties hereto expressly consent to the personal jurisdiction of the state and federal courts located in Clark County, Las Vegas Nevada, for any lawsuit filed there arising pursuant to the terms hereof.

7.         CONVERSION FEE. 

Before Client or any Representative of Client may engage or attempt to engage, other than under this Agreement, any Sales Ambassador introduced to Client by Connections, one of the following conditions must be met. Client must either:

(a) wait at least 24 months from the end of the Sales Ambassador's most recent assignment, or, if only a submittal of the Sales Ambassador's information and no assignment had been made, 24 months from the last submittal date; or

(b)  wait at least 24 months after the last date the Sales Ambassador rendered services to Client and pay to Connections an amount equal to $15,000 (the “Conversion Fee”); or

The parties agree that the payment described in this Section is reasonable and constitutes compensation, not a penalty. This Section 7 shall survive termination of this Agreement.

8.         MISCELLANEOUS. 

(a)   Assignment.  Client shall not assign this Agreement without Connection’s prior written consent, which consent shall not be unreasonable withheld or delayed.  Any purported assignment in violation of this clause shall be deemed null and void.

(b)   Waiver.  No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver.

(c)   Headings.  The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement.

(d)   Email Correspondence.  Email correspondence shall constitute written approval pursuant to this Agreement.

(e)   Severability.  In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.

(f)    Governing Law/Venue.  This Agreement shall be governed and construed in accordance with the laws for the State of Nevada, without giving effect to any choice of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.  Any and all suits for any and every breach of this Agreement may be instituted and maintained in any court of competent jurisdiction in Clark County, Nevada.  With respect to any suit instituted and maintained therein, the parties irrevocably waive any right they may have to object to any action that has been brought to an inconvenient forum or to claim that such courts do not have jurisdiction.

              (g)   Force Majeure.  Notwithstanding any other provision of this Agreement, Connections will not be liable for non-performance or delay in its performance due to Force Majeure. If affected by Force Majeure, Connections will give written notice to Client as promptly as possible of the nature and probable duration of such Force Majeure. If, because of Force Majeure, Connections is unable to carry out any of its obligations under this Agreement, then the obligations of Connections will be suspended to the extent made necessary by Force Majeure; provided, however, that if Connections, as a result of Force Majeure, fails to perform any material provision of this Agreement for a period of three hundred and sixty five (365) or more consecutive days, then Client shall have the right to terminate this Agreement without liability.  “Force Majeure” means a delay or failure due to any cause beyond the control of Connections, including, without limitation, restrictions of law or regulations, terrorism, threat of terrorism, or war, mob, civil commotion or riot, health scares (including without limitation, epidemic and pandemic (e.g., COVID-19), whether or not new, ongoing or recurring), fire, acts of God, flood, drought, earthquake, severe weather, disaster, disruption to transportation, third party contractor/supplier failure, venue damage or cancellation, industrial dispute, strikes, labor disputes, interruption/failure of utility service, lack of commodities or supplies, accidents, nuclear, chemical or biological contamination, speaker or participant cancellation or withdrawal, or any other comparable calamity or casualty).

(h)   Damages.  Connections shall not be liable to client, regardless of the form of action, whether in contract, tort or otherwise, for any lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, even if client has been advised of the possibility of such damages or liability. 

(i)    Entire Agreement.  This Agreement and the exhibits hereto constitute the parties’ entire understanding of the matters set forth herein and supersedes any prior understanding or agreement.  This Agreement may only be modified in a writing signed by the parties hereto.  In the event of a conflict between the terms of this Agreement and the terms of any scope of work, the terms of this Agreement shall govern.

(j)   Relationship of the parties.  Connections is an independent contractor.  Nothing contained herein shall be construed to make the parties partners, joint venturers, or employee-employee. 

(k)   Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. Copies or facsimiles of signatures shall have the same effect as originals for all purposes.