CONSULTING SERVICES AGREEMENT – The Profit Mama and

This CONSULTING SERVICES AGREEMENT is between (the “Company”) and PETRILLY LLC, d/b/a The Profit Mama, a New Jersey limited liability company (the “Consultant” or “TPM”).

The Company wants to engage the Consultant to provide certain accounting and finance services.

In accordance with the terms and conditions as hereinafter set forth, The Profit Mama agrees to provide to the Company the services as more fully defined below.

The parties therefore agree as follows:

1. ENGAGEMENT SERVICES.
2. a) Engagement.The Company retains the Consultant to provide, and the Consultant shall provide the services described in the Statement of Work (the "SOW" and “Services”). Such services shall be performed by TPM in a manner acceptable to Company. The services may be performed remotely, via telephone, email and correspondence, and may include meetings with personnel and others at times and locations to be mutually agreed upon. Should additional services be required, the Consultant shall obtain approval from the Company for said services and, upon said approval, shall provide the Company with a supplemental “Statement of Work” detailing the additional agreed upon services. The Statement of Work shall illustrate the anticipated services and the compensation to result there from. The Statement of Work shall be provided within 30 days of the date in which the parties agreed to the additional services. Following receipt of any Statement of Work, the parties have 14 days to amend the Statement of Work (the “Amendment Deadline”). Absent an agreement otherwise, the Statement of Work shall be binding under the terms of this Agreement following the Amendment Deadline.
   
   c) Legal Compliance; Limitation On Scope Of Services.The Consultant shall perform the Services in accordance with standards prevailing in the Company’s industry, and in accordance with applicable laws, rules, or regulations. The Consultant shall obtain all permits or permissions, if necessary, as required to comply with those standards, laws, rules, or regulations. The Company understands and agrees that TPM's services and its performance under this Agreement are limited to the Services and cannot be relied upon to control and or detect fraud, defalcation, errors or other irregularities with the Company’s accounting and finances. These responsibilities shall rest solely with the Company.
   
   d) Company’s Obligations to Pay Fees. The Company shall make timely payments to Consultant for the amounts earned by the Consultant under this Agreement as set forth in SOW. Company shall notify the Consultant of any changes to its procedures for making timely payments under this Agreement at least 30 days before implementing those changes.
3. TERM AND TERMINATION.
4. a) Term.This Agreement will become effective as of the Effective Date defined in in Section 20 and shall be in effect for a period as stated in the Statement of Work unless terminated by either party as set forth below (the “Term”).
   
   b) Termination.This Agreement may be terminated:
   i) by either party with a 30-day written notice; or
   ii) by either party for a material breach of any provision of this Agreement by the other party, if the other party’s material breach is not cured within 30 days of receipt of written notice of the breach.
5. c) Effect of Termination.After the termination of this Agreement for any reason, the Company shall promptly pay the Consultant for Services rendered before the termination. Notwithstanding such notice of termination, Company shall be responsible for all fees and expenses incurred on any project or assignment of Consultant up to the date of the termination.
6. COMPENSATION.
7. a) Terms and Conditions.The Company shall pay the Consultant in accordance with SOW.
   b) No Other Compensation.The fees and compensation set forth in SOW and any supplemental Statement of Work will be the Consultant’s sole compensation under this Agreement.
   c) Expenses. Any ordinary and necessary expenses incurred by the Consultant or his staff in the performance of this Agreement will be the Consultant’s sole responsibility unless agreed upon in writing.
   d) Taxes. The Consultant is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Consultant under this Agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Company has no obligation to pay or withhold any sums for such taxes.
   e) Other Benefits. The Consultant has no claim against the Company under this Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
8. NATURE OF RELATIONSHIP; INVENTIONS.
9. a) Independent Contractor Status.
   i) The relationship of the parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.
   
   ii) The Consultant has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Consultant or the Consultant’s staff shall perform the Services, and the Company is not required to hire, supervise, or pay any assistants to help the Consultant perform those Services. The Consultant shall provide all appropriate insurance coverages for its staff.
10. b) Company Inventions.The Consultant has no right or interest in any work or work product resulting from the Services the Consultant performs for the Company, or any of the documents, reports, or other materials the Consultant creates in connection with those Services (collectively, the “Company Inventions”), and has no right to or interest in any copyright to such Company Inventions. The Company Inventions have been specially commissioned or ordered by the Company as “works made-for-hire,” as that term is defined in the United States Copyright Act, and the Company is therefore the author and the owner of all copyrights in any and all Company Inventions. TPM will provide Company all reasonable services and execute all necessary documentation as requested by Company to perfect these rights. Nothing in this Agreement, however, shall prohibit TPM from providing the same or similar services to other persons or entities subject to confidentiality provisions contained in this Agreement.
    
    c) Disclosure of Company Inventions.The Company shall promptly notify Consultant of any and all Company Inventions that it is claiming such rights to that have been authored, made, conceived, or first actually reduced to practice, alone or jointly with others under this Agreement.
    
    d) Assignment of Company Inventions. If the Company Inventions or any parts of those are deemed not to have been works made-for-hire, the Consultant hereby assigns to the Company all interest the Consultant may have in the Company Inventions, including all copyrights, publishing rights, rights to use, reproduce, and otherwise exploit the Company Inventions in all formats or media and all channels, whether now known or created in the future.
11. USE OF TRADEMARKS.

The Consultant may use, reproduce, and distribute the Company’s service marks, trademarks, and trade names (if any) (collectively, the “Company Marks”) in connection with the performance of the Services. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks. The Consultant may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s interest in the Company Marks. The Consultant may not cause diminishment of value of the Company Marks through any act or representation. The Consultant may not apply for, acquire, or claim any interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this Agreement, the Consultant will have no further right to use the Company Marks, unless the Company provides written approval for each such use except for use in marketing of Consultant’s services to others.

6. CONFIDENTIAL INFORMATION.
7. a) Confidentiality.During the Term, the Consultant may have access to or receive certain information of or about the Company that the Company designates as confidential (“Confidential Information”). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Consultant and all of its employees will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations under this Agreement. In addition, the Consultant and all its employees shall use due care and diligence to prevent the unauthorized use or disclosure of such Confidential Information.
   
   b) Exceptions.The obligations and restrictions in Subsection (a) do not apply to that part of the Confidential Information that:
8. i) was or becomes publicly available, other than as a result of a disclosure by the Consultant in violation of this Agreement;
9. ii) was or becomes available to the Consultant on a nonconfidential basis before its disclosure to the Consultant by the Company, but only if:
10. the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to the Consultant by a contractual, legal, fiduciary, or other obligation; and
11. the Consultant provides the Company with written notice of its prior possession either (I) before the effective date of this Agreement or (II) if the Consultant later becomes aware (through disclosure to the Consultant) of any aspect of the Confidential Information as to which the Consultant had prior possession, promptly upon Consultant becoming aware of possession of such information;

iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar legal processes), or is required to be disclosed in response to a valid order by a court or other governmental body, or as otherwise required by law. However, the Consultant shall:

1. provide the Company with prompt notice of any such requests or requirements before making a disclosure so that the Company may seek an appropriate protective order or other appropriate remedy; and
2. provide reasonable assistance to the Company in obtaining any such protective order all at Company’s sole cost and expense. If a protective order or other remedy is not obtained or the Company grants a waiver under this Agreement, the Consultant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Consultant is legally compelled or otherwise required to disclose. However, the Consultant shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or
3. iv) was developed by the Consultant independently, using assets and/or facilities not owned or leased by Company, and without reference to any information communicated to Consultant by Company without breach of this Agreement.
4. 
   c) Obligation to Maintain Confidentiality.At all times during his work with the Company, the Consultant shall hold in strictest confidence, and not use, except for the benefit of the Company, or to disclose to any person, firm, or entity without the prior written authorization of the Company, any of the Company’s Confidential Information.
   
   d) Remedy.Money damages may not be a sufficient remedy for any breach of this Section by the Consultant and, in addition to all other remedies, the Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.
5. OTHER ACTIVITIES.

During the Term, the Consultant is free to engage in other independent contracting activities, except that the Consultant may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Consultant’s obligations or the scope of Services to be rendered for the Company under this Agreement.

8. RETURN OF PROPERTY.

Within 30 days of the expiration or earlier termination of this Agreement, the Consultant shall return to the Company all Company products, samples, models, property, and documents relating to the Company’s business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Consultant during and in connection with his work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company’s business, whether prepared by the Consultant or by others, remain the Company’s exclusive property.

9. INDEMNIFICATION.

At all times after the effective date of this Agreement, the Company and its owners shall indemnify Consultant from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, costs, accounting fees, and expert witness fees), including claims brought by the Company’s investors or any party that relies, or claims to have relied, upon management reports prepared by Company that incorporate any work product from TPM, that the Consultant may incur in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs or is involved in in any way as a result of having performed services on behalf of Company under this Agreement, except for claims arising from the following:

a) the Consultant’s gross negligence or willful misconduct arising from the Consultant’s carrying out of its obligations under this Agreement; or

b) the Consultant’s breach of its express representation that it is an independent contractor and complied with all applicable laws related to work as an independent contractor.

10. FORCE MAJEURE.

A party to this Agreement will be not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this Agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

a) notify the other party of the Force Majeure Event and its impact on performance under this Agreement; and

b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this Agreement.

11. GOVERNING LAW.

This Agreement shall be governed and construed by the internal laws of the State of New Jersey, without giving effect to conflict of law principles. Both parties hereto hereby agree that the exclusive and convenient forum and venue for any disputes between any of the parties hereto arising out of this Agreement shall be any proper state or federal court for Hudson County, New Jersey, and each of the parties hereto hereby submits to the personal jurisdiction of any such court. The parties hereby agree and consent to the personal and exclusive jurisdiction of said courts over them as to all suits, actions and proceedings arising out of or related to this Agreement. The foregoing shall not limit the rights of any party to obtain execution of judgment in any other jurisdiction. Either party to this Agreement, at its option, shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce or apply any provision of this Agreement.

a) Attorneys’ Fees. In any suit brought by one party against the other arising from, relating to or in connection with this Agreement, the prevailing party will be entitled to reasonable attorney’s fees, costs of suit and fees.

b) Waiver of Jury Trial. Unless otherwise prohibited by law, the parties irrevocably waive their rights to a trial by jury in any suit, proceeding or action relating to, arising from, or connected to this Agreement.

12. NO SOLICITATION OF CONSULTANT’S EMPLOYEES.

Company and its affiliates agree that, during the assignment of any TPM Employee and for a period of twelve (12) months following the termination of this Agreement, they will not -- other than through TPM – solicit, hire, engage or otherwise utilize the services of the TPM Employee, whether directly as an employee, independent contractor, partner, company, or joint venturer or whether indirectly through a third-party (including, without limitation, other staffing or temporary placement agencies). For purposes of this Section 12, “TPM Employee” includes the employee assigned to Company as well as any of such employee’s agents, employees, contractors or consultants. Similarly, TPM will not, either directly or indirectly, solicit or hire any employee of Company during the term of this Agreement – other than through Company.

13. ASSIGNMENT AND DELEGATION.
14. a) No Assignment.Neither party may assign any of its rights under this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection.
    
    b) No Delegation.Neither party may delegate any performance under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld.
    
    c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section 13, it is void.
15. COUNTERPARTS; ELECTRONIC SIGNATURES.
16. a) Counterparts.The parties may execute this Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
    
    b) Electronic Signatures.This Agreement and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures. Any agreements entered into electronically, including but not limited to agreements made via email, are binding under the terms of this agreement. For the avoidance of doubt, each party acknowledges and agrees that electronic signatures (whether digital or encrypted) of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.
17. SEVERABILITY; WAIVER; AMENDMENT.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. No amendment to this Agreement will be effective unless it is in writing and signed by all parties or their authorized representatives.

16. NOTICES.
17. a) Writing; Permitted Delivery Methods.Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
    
    b) Addresses.A party shall address notices under this Section 16 to a party at the following addresses:
    
    
    
    If to the Consultant:
    Gabrielle Kelly
    86 Mohawk Ln
    Brentwood NH 03833
    support@theprofitmama.com
    
    c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b).

17. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

18. ENTIRE AGREEMENT.

This Agreement and the Exhibits constitute the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.

19. HEADINGS.

The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.

20. EFFECTIVE DATE.

The Effective Date of this Agreement shall be the date on which the last party signs the Agreement.

21. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this Agreement contemplates or to evidence or carry out the intent and purposes of this Agreement.

22. LIMITATION OF LIABILITY.

In no event shall TPM be liable to Company or any party, including third parties, for any indirect, special, consequential or punitive damages such as, but not limited to, loss of anticipated profits or other economic loss or incidental damages, even if the other party has been advised of the possibility of such damages. TPM’s total liability for all other damages, claims, losses or expenses arising under, or related to, this Agreement (regardless of the type of damages, and whether for breach of contract, breach of warranty, tort or otherwise) shall not exceed the total amount actually paid to TPM by Company in the twelve (12) month period preceding any such claim.

THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY SIGNING BELOW AGREE TO BE BOUND BY IT ON THE DAY AND YEAR FIRST ABOVE WRITTEN. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY.

Yours sincerely,

Gabrielle Kelly
The Profit Mama

ACKNOWLEDGMENT OF TERMS OF ENGAGEMENT

I hereby agree to the terms of engagement dated  as signed by this quote, of The Profit Mama as set out above in this letter of engagement.

I, confirm that I understand and agree to the terms of engagement.

NON-DISCLOSURE AGREEMENT

           This Agreement, made and entered into as of the “Effective Date” (date signed by both parties), by and between The Profit Mama (“TPM”) and the individual listed below who is attending or participating in a The Profit Mama Program (“Attendee”). In consideration of the mutual covenants and promises stated herein, TPM and Attendee agree as follows:

1. Confidential Information. “Confidential Information” or “CI” means all non-public information relating to the business information disclosed by a party (“Disclosing Party) to the other party (“Receiving Party”), that is designated as confidential, such as TPM Program Materials, or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, such as non-public financial and related information about business as well as past and present TPM clients that are provided or disclosed during TPM Programs. 
2. CI excludes information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to Receiving Party prior to receipt or access from Disclosing Party, (iii) is disclosed to a party from any third party who did not acquire or disclose such information by a wrongful act, or (iv) can be shown by documentation to have been developed by Receiving Party independently and without use of or reference to Disclosing Party’s CI.
3. Use of Confidential Information. The parties may use CI only in relation to their relationship in TPM Programs and counseling. Except as provided in this Agreement, the Receiving Party will not disclose CI to anyone without the Disclosing Party’s prior written consent.  Receiving Party will take all reasonable actions to avoid disclosure or unauthorized use of Disclosing Party’s CI, including, at a minimum, those measures it takes to protect its own similar confidential information.  
4. The Receiving Party will restrict possession, knowledge and use of Disclosing Party’s CI to its employees and subcontractors who (i) has a need to know the Disclosing Party’s CI, and (ii) is legally obligated to protect the Disclosing Party’s CI to the same or greater degree as required under this Agreement and ensure that its employees and subcontractors comply with this Agreement.
5. Disclosures to Government Entities. Receiving Party may disclose Disclosing Party’s CI as required to comply with orders of governmental entities with jurisdiction over it, if the Receiving Party (i) gives the Disclosing Party prior written notice to allow Disclosing Party to seek a protective order or other remedy (except to the extent that compliance would cause violation of an order of the governmental entity or other legal requirement), (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Disclosing Party’s CI so disclosed.
6. Ownership of Confidential Information. All CI will remain Disclosing Party’s property. Disclosure of CI will not establish an express or implied grant to Receiving Party of any rights to Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.  Receiving Party will not use any trade name, trademark, logo or any other proprietary rights of Disclosing Party’s in any manner without written authorization of such use by Disclosing Party.
7. Notice of Unauthorized Use. In the event of any unauthorized use or disclosure of CI which is not permitted by this Agreement, Receiving Party will notify Disclosing Party immediately.  Receiving Party will cooperate with Disclosing Party in every reasonable way to help regain possession of such CI and prevent its further unauthorized use and disclosure. Receiving Party will be responsible for any breach of this Agreement by its Representatives and affiliates.
8. Return of Confidential Information. Receiving Party will return or destroy all TPM Program Materials and other tangible materials including the CI (in any form) immediately following Disclosing Party’s written request. 
9. Injunctive Relief. Receiving Party acknowledges that a breach of its obligations under this Agreement could cause harm to Disclosing Party as to which monetary damages may be difficult to verify or may be an incomplete remedy. Receiving Party agrees that Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement. 
10. Scope; Termination. The parties agree this Agreement covers CI received prior to and following the date hereof.  This Agreement is effective as of the date CI is first received by a party and will continue for 3 years, after which it automatically renews unless either party terminates this Agreement by providing at least 90 days prior written notice to the other party, provided, that all obligations with respect to CI will survive for 5 years following termination of this Agreement, and Sections 6, 9, 10, and 11 will survive indefinitely. Confidentiality obligations of this Agreement will continue to apply to the CI as long as the information continues to be a trade secret, does not otherwise fall within an exclusion described in Section 2. 
11. This Agreement is the entire agreement between the parties relating to the matters discussed herein and may be amended or waived only with the mutual written agreement of the parties.  Neither party may assign this Agreement without the prior written consent of the other party. Any assignment without such consent shall be void and is a material breach thereof. If a provision of this Agreement is held invalid under applicable law, the invalidity will not affect any other provision of this Agreement that can be given effect.  This Agreement will be governed by the laws of the State of New Jersey, without reference to its choice of law rules.  Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be in the state and federal courts in Morris County, New Jersey, and each of the parties consents to the personal jurisdiction of, and venue in, those courts.

In witness whereof, the parties have caused this Agreement to be executed by their duly authorized representatives.

The Profit Mama                                                                                The Profit Mama Program Attendee

Print Name and Title: Gabrielle Kelly, Owner               Print Name and Title: