CHANNEL REPRESENTATIVE SERVICES AGREEMENT
This Channel Representative Services Agreement ("Agreement") is entered into __________________, 2021 (the "Effective Date"), by and between, Palex Group Inc., a Virginia corporation ("Company") and the individual or entity set forth in the table above ("Representative" and collectively with the Company, the "Parties" and each, a "Party") and consists of the terms and conditions set forth herein and Annex 1 attached hereto ("General Terms and Conditions"). All capitalized terms herein shall have the meanings ascribed to them herein or in the Terms of Conditions, unless context requires otherwise.

WHEREAS, the Company is engaged, inter alia, in providing various customization, localization and translation services;

WHEREAS, Representative wishes to become a Company's authorized representative and to provide certain lead development and related marketing services under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending legally to be bound hereby, agree as follows:

1. Principal Terms of Engagement.

1.1. Services. The Company hereby retains Representative as its representative to market and develop business opportunities (collectively, the "Services") with Contacts as such term is further defined in this Agreement. Company hereby grants Representative the following rights and Representative accepts such rights:

(a). the right to use, reproduce, publish, perform and display the Company trademarks or other proprietary indicia ("Company Marks"): (i) on the Representative's web sites in connection with the posting of hyperlinks to the Goods; and (ii) in connection with the development, use, reproduction in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings regarding Services rendered by Representative hereunder ("Promotional Materials"), provided however, that Representative shall submit, in advance of such use, any materials containing Company Marks for Company approval and such approval shall not be unreasonably withheld or delayed;

(b). Representative's appointment is not transferable to any third party and any attempt to transfer such appointment shall be void and without effect. Nothing contained herein shall convey to Representative any right to market or export the Company services, without prior written consent from Company;

(c). Company shall use commercially reasonable efforts to support Representative's efforts under this Agreement, provided however that Company specifically reserves the right at any time, in its sole discretion, to modify the list of its products and services or their respective specifications, level or type of services and support offered by Company; and

(d). Company shall provide its standard information and marketing materials for the Company services and products to Representative.

1.2. Contact Offers. Representative is only authorized to offer and distribute Company's products and/or services under the terms, conditions and restrictions as supplied or provided by Company to Representative ("Contact Terms"). Representative shall comply with the reasonable instructions of Company regarding the presentation of any Contact Terms. Representative acknowledges and agrees that Representative shall have no right to execute any agreement on behalf of Company and cannot and has no rights under this Agreement to legally bind the Company to provide products and/or services to any Contact without Company's explicit written consent and/or as set forth in the Contact.

2. Compensation

2.1. Compensation hereunder, if and as due, shall be paid to Representative monthly, quarterly or annually depending on the frequency selected by the Representative at their cabinet on the Company's web site (http://partner.palexgroup.com/). Compensation shall be paid for those clients who have never been engaged by the Company before and who have registered on the Representative's co-branded landing page, entered Representative's promo code during registration on other Company's sites, or explicitly announced that Company's services were recommended to them by the Representative. If any of these conditions are not met, the Company reserves a right to deem a client as unqualified. The Company shall pay to the Representative the bonus of 30 USD up to 1,000 USD for every new client who meets the before mentioned requirements and 5% of the revenue acquired from the client within 6 months after the date of the first client's order placed with the Company.

3. Additional Terms

3.1. General Terms and Conditions. The general terms and conditions of the Parties agreements hereunder, additional respective obligations, representations and warranties of the Parties hereto are set forth in the General Terms and Conditions attached hereto.

3.2. Term. This Agreement is effective as of the Effective Date and will remain in full force and effect for a period of three (3) years from the Effective Date (the "Initial Term") and shall automatically extend for consecutive one (1) year periods upon the expiration of the Initial Term and the applicable extension periods (as so extended, the "Term"), unless either Party terminates this Agreement under Section 2.5 of the General Terms and Conditions.

3.3. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia without reference to conflicts of law rules or principles. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the Uniform Commercial Code as adopted or made applicable to any products described herein in any competent jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

3.4. Legal Expenses. The substantially prevailing Party in any legal action, including arbitration, brought by one Party against the other and arising out of this Agreement shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorney's fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded.

3.5. Notifications. All claims, instructions, consents, designations, notices, waivers, and other communications in connection with the Agreement ("Notifications") will be in writing. Such Notifications will be deemed properly given (a) when received if delivered personally, (b) if delivered by facsimile transmission when the appropriate telecopy confirmation is received, (c) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail, or (d) on the next business day after deposit with an nationally recognized overnight delivery service, in each case when transmitted to a Party at the following address or location (which may be changed by giving the other the notice thereof in according with this Section 3.5):

If to Company:

to the address indicated on the first page of the Agreement, with a copy to (which shall not constitute notice):

femida.us

901 N. Pitt Street, Suite 325, Alexandria, VA 22314

e-mail: info@legal-counsels.com

facsimile: 1.202.318.0723



If to Representative:

to the address indicated on the first page of the Agreement.

Either Party a Notification hereunder to the intended recipient using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or instance messaging), but Notification will be deemed to have been duly given if the receipt thereof is actually acknowledged by the authorized person of the recipient.

3.6. Signature; Counterparts. Annex 1 attached hereto shall be deemed an integral part of this Agreement and incorporated herein. Agreement and any written notice, consent, agreement or document provided for in this Agreement shall be deemed signed and/or bearing the original signature of a given person, if such person's name and/or adopted signature is placed by such person on the document whether by manual signature, electronic signature, electronic transmission or facsimile transmission by the person. The Agreement and any documents pursuant hereto may be separately executed by the Parties in two (2) or more counterparts and all such counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument and will be binding on the Parties as if they had originally signed one copy of the Agreement.



[SIGNATURES ON FOLLOWING PAGE]

Service Agt/Signature page ONE of ONE

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.




REPRESENTATIVE

_________________________







By: __________________________________(signature)

Name:

Title:



COMPANY

Palex Group Inc.







By: __________________________________(signature)

Name: Pavel Koshak

Title: CEO





ANNEX 1

GENERAL TERMS AND CONDITIONS

1. General Terms.

1.1. Standard of Service. All Services to be provided by Representative shall be performed in a workmanlike manner, and at a level of proficiency to be expected of a Representative with the background and experience that Representative has represented it has.

1.2. Non-Exclusive Service. The Company understands and agrees that this Agreement does not create an exclusive relationship between the Parties. Representative shall not be exclusively devoted to providing Services for the Company and that Representative may have duties and responsibilities to other companies, provided that any such duties and responsibilities to the Company shall be subject to the confidentiality obligations of Representative pursuant to Section 4 hereof.

1.3. Coordination of Efforts. The Company and Representative shall cooperate in the development of a plan of coordination of their respective activities so as to optimize the efficient and productive performance of work and achievement of the Company's overall goals and objectives.

1.4. Company Inspection Rights. The Company shall have the right to inspect the ongoing consulting work being performed by Representative and to give input as to whether such work meets the needs of the Company and Transaction.

1.5. Meetings and Scheduling. Representative shall set its own hours of performing work and the Company shall not have the right to set defined work hours.

1.6. Protection of Goodwill. Representative shall protect and preserve the goodwill and image of the Product and Company Marks and to (i) conduct business in a manner that reflects favorably at all times on the Products and Company Marks and the reputation of Company and its Affiliates; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Company, Product and Company Marks or the public, including any disparagement of Company or Product; (iii) make no false or misleading representations or statements with regard to Company or Product; and (iv) refrain from publishing or employing any misleading or deceptive advertising material.

1.7. Market Conditions. Representative shall advise Company promptly concerning any market information that comes to Representative's attention respecting Company, Product, Company Marks and Company's market position, or the continued competitiveness of the Products in the marketplace, including charges, complaints, or claims by customers or other persons about Company, Product and Marks. Representative shall confer from time to time, at the request of Company, on matters relating to market conditions, sales forecasting, and product planning.

1.8. Representations, Warranties and Covenants of Representative and the Company. Representative and the Company each hereby represents, warrants, and covenants, as to itself, that:

(a). it has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with its undertaking a relationship with the other Party;

(b). the performance of all of the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to entering into this Agreement, including agreements or obligations they may have with entities for which it has provided services;

(c). the performance of its right and obligations called for by this Agreement do not and will not violate any applicable law, rule or regulation, including but not limited to any relevant secrecy law, privacy rights, anti-spam regulations, embargo and export law, or any proprietary or other right of any third party;

(d). it will assure, in connection with performance of its obligations pursuant to this Agreement or arising or relating therefrom, no product, documentation, Confidential Information or any portion thereof, and any information relating thereto or to this Agreement, is exported, transshipped or re-exported, directly or indirectly, in violation of any applicable law and ensure that neither the products nor the documentation, underlying information or technology may be downloaded or otherwise exported or re-exported in violation of applicable embargo or export/import law, regulation or treaty;

(e). it has not entered into or will not enter into any agreement (whether oral or written) in conflict with this Agreement;

(f). it shall keep and maintain accurate books, records, reports and Company data relating to the Services; and

(g). it shall take all necessary steps to ensure compliance by its employees or its other representatives with the obligations under this Agreement, up to and including providing access to propriety and confidential information and records to the other Party necessary for performance its obligations under this Agreement, subject to the confidentiality obligations hereunder.

2. Ownership and Trademark Policy

2.1. Ownership. Representative agrees that all right, title, and interest in and to Company products and services, including Company Marks, including modifications, derivative works, developments, improvements, enhancements, and all intellectual property rights are, and always shall remain, the sole and exclusive property of Company and/or its affiliates, as applicable. Company and/or its Affiliates, as the case may be, retain the right to market and distribute Services worldwide through any marketing channels as Company and/or its affiliates may deem appropriate. Representative hereby acknowledges that Company and/or its affiliates, as the case may be, may modify, discontinue or add any Products in their sole discretion.

2.2. Limitation of Rights. Except as otherwise specifically provided in this Agreement, Representative does not acquire any right to use, disclose, copy, reproduce, publish, or distribute Company Marks.

2.3. Mark Policies and Standards; Quality Control. Representative acknowledges that any right to use the Company Marks is conditioned upon Representative's observance of the provisions of this Agreement regarding the marketing and advertising of the Company's products and services. Representative shall display the Company Marks in accordance with Company's guidelines for using trademarks as in effect from time to time and as provided to Representative. All advertising and other promotional, packaging and similar materials used by Representative concerning Services shall bear such trademark notices and legends as Company may reasonably require pursuant to this Section 2.3 (e.g. logo -"Copyright © 2020 Palex Group Inc. All rights reserved"). Representative shall not use, alter or exploit in any manner any of the Company Marks, except in such manner and media as Company may consent to in writing.

2.4. Taxes and Other Payments. Each Party is responsible for complying with the collection, payment, and reporting of all taxes imposed by any governmental authority applicable to its activities in connection with this Agreement. None of the Parties is responsible for taxes that may be imposed on the other Party. Situations may arise where governmental authorities may require the Company to withhold from amounts payable to Representative, including without limitation withholding for income tax, sales and similar taxes. Notwithstanding any provision to the contrary herein, in such cases, Company may withhold the amount of taxes or other withholdings due from payments to be made to Representative under this Agreement and remit such taxes or other withholdings withheld to the appropriate governmental authority.

2.5. Termination. The Parties may terminate this Agreement as provided below:

(a) the Parties may terminate this Agreement by mutual written consent at any time;

(b) Representative may terminate this Agreement by giving notice to the Company at any time, if the Company has breached any material representation, obligation, covenant or warranty contained in this Agreement in any material respect and such breach remains uncured for a period of thirty (30) days after such notice;

(c) the Company may terminate this Agreement by giving notice to Representative at any time, if Representative has breached any representation, obligation, covenant or warranty contained in this Agreement and such breach remains uncured for a period of thirty (30) days after such notice; and

(d) each Party may terminate this Agreement (i) if the other Party declares insolvency or bankruptcy, (ii) if a petition is filed in any court and not dismissed in ninety (90) days to declare the other Party bankrupt or for such other Party's reorganization under bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the rights of creditors; or (iii) if the other Party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity.

2.6. Effect of Termination. Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Representative shall immediately cease all use of Company's product and Company Marks and to uninstall, delete and destroy all relevant files, including, without limitation all Company Marks from Representative's or its customer's website or locations; (ii) Parties shall calculate and remit payments due through the date of due hereunder; for the avoidance of doubt, upon receipt of any applicable Revenues, Company shall pay Representative all earned and forthcoming RC Development Fee based on Revenue received, as applicable, from Company Contact and/or Representative Contacts during the Payment Tail Period; and (iii) the confidentiality restrictions, ownership of proprietary rights provisions, and independent contractor provisions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the Parties.

3. DISCLAIMERS; LIMITATION OF LIABILITIES; INDEMNIFICATION

3.1. EXCLUSIONS OF DAMAGES AND LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY FORM OR THEORY OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EQUITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OVERHEAD, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO ALL CIRCUMSTANCES.

3.2. Limitation on Liability. If the Agreement is expired or terminated pursuant to any provision of hereof, Company shall not be liable to Representative because of such termination, for consequential or incidental damages, including without limitation, loss of profits or goodwill. Termination shall not, however, relieve either Party of its liability or obligation for any breach or default occurring before the termination. Notwithstanding any provision to the contrary herein, the liability of Company to Representative for any claim whatsoever, other than the payment due to Representative under Section 2.2 of the Agreement and 2.6(ii) of the General Terms and Conditions which shall be limited strictly to the amount due under such provisions, related to the Products or this Agreement, including any cause of action sounding in contract, tort, or strict liability, other than as provided in Section 3.3 below (in such case, no cap shall apply), shall not exceed the lower of Ten Thousand ($10,000.00) US Dollars or the total amount of payments theretofore paid to Representative during the previous one-year period by Company.

3.3. Indemnification. Each Party ("Indemnifying Party") agrees to indemnify, defend and hold harmless the other and their respective officers, directors, employees, agents, successors, and assigns ("Indemnified Party"), from any and all losses, liabilities, damages and claims, and all related expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) and costs related to, arising from, or in connection with any third-party claim related to, arising from, or in connection with the infringement, injury and/or breach, as applicable, that has been established by a non-appealable decision of a court of competent jurisdiction:

(a). infringement of any third-party intellectual property rights of any third party, including, but not limited to, patent, trademark, copyright, trade secret, publicity and/or privacy, by the Services, in the case where Representative is the Indemnifying Party;

(b). infringement Company Marks or Company's services, in the case where the Company is the Indemnifying Party;

(c). personal injury (including death) or property damage due to the gross negligence or intentional misconduct of the Indemnifying Party; and

(d). breach by the Indemnifying Party of any of its representations, warranties, contractual or regulatory obligations, duties in law, and/or covenants set forth herein.

Indemnified Party shall promptly notify Indemnifying Party in writing after it becomes aware of any such claims, but failure to give such notice shall not relieve Indemnifying Party of its indemnity obligations hereunder unless the Indemnifying Party has been materially prejudiced by such failure. Indemnifying Party shall have exclusive control over the settlement or defense of such claims or actions, except that Indemnified Party may appear in the action, at its own expense, through counsel reasonably acceptable to Indemnifying Party, only in the event it is mutually determined by the Parties that an actual conflict of interest would exist by Indemnifying Party's representation of Indemnified Party and Indemnifying Party in such action. The Indemnified Party will, if requested by the Indemnifying Party, give reasonable assistance (in a manner consistent with the Parties' respective confidentiality obligations and preservation of attorney/client, work product and other privileges) to the Indemnifying Party in defense of any claim. The Indemnifying Party will reimburse the Indemnified Party for any reasonable attorney expenses directly incurred from providing such assistance. Indemnifying Party shall be entitled to retain all monetary proceeds, attorneys' fees, costs and other rewards it receives as a result of defending or settling such claims. The Indemnifying Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party. In the event Indemnifying Party fails to promptly indemnify and defend such claims and/or pay Indemnified Party's expenses, as provided above, Indemnified Party shall have the right to defend itself, and in that case, Indemnifying Party shall reimburse Indemnified Party for all of its attorneys' fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Indemnified Party's written requests.

4. Confidential Information.

4.1. Confidential Information. Each Party, (in such capacity, "Recipient") hereto agrees to hold in strict confidence and not to disclose to any third party, other than its employees, agents and professional advisors, any information, service, document, including, without limitation, this Agreement, or other material of any nature relating to or concerning the other Party ("Disclosing Party") or this Agreement and/or transactions contemplated hereunder, that is provided or made available to Recipient either before or after the date of execution of this Agreement, directly or indirectly in any form whatsoever, including in writing, orally, and machine readable, and including, but not be limited to, any correspondence, memoranda, notes, e-mails, formulas, samples, equipment, compilations, blueprints, business information, technical information, know-how, information regarding patents, patent applications, software, computer object code or source code, algorithms, high-level structures, graphic user interfaces, ongoing research and development, business plans, business or marketing strategies or plans, products or product development strategies or plans, information concerning current and future products and services, suppliers and markets, price lists and pricing information, financial statements and forecasts, computerized or other magnetically filed data, methods and techniques, manufacturing processes, developments, inventions, designs, drawings, engineering specifications, hardware configuration information, trade secrets, financial information of the Disclosing Party and any other business records and information, including without limitation the information about this Agreement, the use or disclosure of which might reasonably be construed to be contrary to the interests of the Disclosing Party, including information of third parties subject to confidentiality obligations and which the Disclosing Party may share with the Recipient ("Confidential Information"), provided, however, that Confidential Information shall not include information which: (i) is already in the possession of the Recipient before receipt from the Disclosing Party; (ii) is or becomes rightfully in the public domain without any fault of the Recipient; (iii) is received by the Recipient from a third party who or which is not under any obligation of confidentiality or restriction on use or disclosure concerning such information, or (iv) is disclosed under operation of law to the public or to a third party without a duty of confidentiality. If the Recipient asserts one of the four exceptions to Confidential Information above, then the Recipient shall prove such assertion by proper forms of documentary evidence.

4.2. Recipient understands and agrees, except as otherwise provided in this Agreement to:

(a). use the Confidential Information only for the purposes of the Agreement,

(b). not disclose or permit disclosure of any of the Confidential Information to any third party without the Disclosing Party's prior written approval provided however that Recipient may disclose Confidential Information to any employee of Recipient who has a need to know such Confidential Information in accordance with customary business practice, to professional advisors of the Disclosing Party (unless such disclosure is restricted or withheld by the Disclosing Party), and to professional advisors of Recipient in connection with the Agreement provided that they observe confidentiality in accordance with this Agreement;

(c). not remove any notice on or in any Confidential Information of the Disclosing Party or remove any trademark, trade name, logo, or notice affixed to such confidential Information;

(d). take all reasonable measures to protect the secrecy of the Confidential Information and to avoid disclosure or use of the Confidential Information to prevent it from falling into the public domain or into the possession of persons other than those persons authorized hereunder to have such information. Such measures shall require the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature, and shall be no less than reasonable care;

(e). notify the Disclosing Party in writing of any misuse or misappropriation of Confidential Information which comes to Recipient's attention;

(f). notify the Disclosing Party if disclosure of Confidential Information by Recipient is necessary to comply with the requirements of any law, government order, regulation or legal process prior to such disclosure and at the Disclosing Party's request use best efforts to seek an appropriate protective order in connection with such legal process and, if unsuccessful, to use best efforts to assure that confidential treatment will be granted to the disclosed Confidential Information; and

(g). return any Confidential Information to the Disclosing Party within fifteen (15) days of receipt of a written request for the return of such Confidential Information by the Disclosing Party.

4.3. Ownership of Confidential Information. The Recipient further agrees that all of the Confidential Information or any derivatives thereof, is and shall continue to be the exclusive property of the Disclosing Party, whether or not prepared in whole or in part by Representative and disclosed to or entrusted to the Recipient's custody.

4.4. Non-Disparagement.

(a) Representative agrees that neither it nor its agents will, in any communication with any person or entity, including any actual or potential customer, client, investor, vendor, or business partner of the Company, or any third-party media outlet, make any derogatory, disparaging or critical negative statements, orally, written or otherwise, against the Company or any of Company's managers, directors, officers, employees or representatives.

(b) Company agrees that neither it nor its agents will, in any communication with any person or entity, including any actual or potential customer, client, investor, vendor, or business partner of the Representative, or any third-party media outlet, make any derogatory, disparaging or critical negative statements, orally, written or otherwise, against the Representative or any of Representative's managers, directors, officers, employees or representatives.

5. Miscellaneous Provisions.

5.1. Survival. The provisions of Sections 3, 4, and 5 hereof shall survive the termination or expiration of this Agreement.

5.2. Non-solicitation. Unless otherwise agreed by the Parties, for so long as Representative is performing its duties on behalf of the Company hereunder, and for a period of the shorter of (i) the maximum period allowed under applicable law or (ii) two (2) years thereafter, Company and its affiliates, shall not, without the prior written consent of Representative, either directly or indirectly, for itself or on behalf of or in conjunction with any other person endeavor or attempt in any way to communicate with or solicit any person or entity who is or during such period becomes a supplier, employee, agent or representative of Representative, in any manner which interferes or might interfere with such person or entity's relationship with Representative, or in an effort to obtain such person as a Company, supplier, employee, agent or representative of any business in competition with Representative.

5.3. Non-Competition. The Representative agrees that, during the Term and for two (2) years following the Date of Termination or for the maximum period allowed under applicable law, whichever is shorter ("Restricted Period"), he shall not, without the written consent of the Company, except with the Company's express prior written consent, directly or indirectly, in any capacity, for the benefit of any person:

(i) Communicate with or solicit any person who is or during such period becomes a customer, supplier, employee, agent or representative of the Company, in any manner which interferes or might interfere with such person's relationship with the Company, or in an effort to obtain such person as a customer, supplier, employee, agent or representative of any business in competition with the Company;

(ii) Establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership, management, operation or control of, or be a director, officer, employee, any business (i) in direct competition with the Company, at any location in any geographical area in which the Company does business, or (ii) that sells goods or services that are equivalent, functionally similar or reasonably competitive, in the reasonable discretion of the Company, to the products of the Company or directly competitive with the business of the Company or any affiliate thereof in any geographic area.

5.4. Injunctive Relief. Each Party agrees that a breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to a Party for which there will be no adequate remedy at law, and such Party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

5.5. Independent Contractor. Both the Company and Representative agree that the relationship of the Company and Representative established by this Agreement is that of independent contractors and, except as otherwise specifically provided herein, nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint venturers, franchisor-franchisee, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Representative to create or assume any obligation on behalf of the Company for any purpose whatsoever.

5.6. No Prior Agreements. Each Party, as to itself, represents and warrants to the other that its execution of this Agreement, this engagement, and the performance of these duties hereunder do not and will not violate or be a breach of any agreement with any other person.

5.7. Assignment; Binding Effect. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, provided, however, that the Company shall have the right to assign this Agreement to its affiliates without Representative's prior consent by giving notice to Representative hereto. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective heirs, legal representatives, successors, and assigns.

5.8. Complete Agreement; Waiver. This Agreement is intended to fully reflect the terms of the original agreement of engagement of Representative's Services. No provision of the Agreement will be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a Party's rights under the Agreement at any time to enforce strict compliance thereafter with every term and condition of the Agreement.

5.9. Severability. If any one or more of the provisions of this Agreement is ruled to be wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction then: (a) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable shall be unaffected; (b) the effect of the ruling shall be limited to the jurisdiction of the court or other government body making the ruling; (c) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other government body is authorized to amend and to reform the provision(s) to the minimum extent necessary to render it valid and enforceable in conformity with the Parties' intent as manifested in this Agreement and a provision having a similar economic effect shall be substituted; and (d) if the ruling and/or the controlling principle of law or equity leading to the ruling is subsequently overruled, modified, or amended by legislative, judicial, or administrative action, then the provision(s) in question as originally set forth in the Agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principal of law or equity.

5.10. Headings. The Sections headings herein are for reference purposes only and are not intended in any way to describe, interpret, define, or limit the extent or intent of this Agreement or of any part hereof.

5.11. Publicity. The Parties shall work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters. In addition, neither of the Parties shall issue such publicity and general marketing communications concerning their relationship without the prior written consent of the other Party (not to be unreasonably withheld or delayed.

5.12. Warranty of Authority. The individuals actually executing this Agreement personally represent and warrant that they have the necessary power and authority to execute this Agreement on behalf of the Party they represent and their signatures are sufficient to make this Agreement a binding and enforceable obligation of such Party.

[END OF GENERAL TERMS AND CONDITIONS]