he Parties have agreed that Client would like to retain Contractor to serve as a Consultant, which is more fully described below. The Parties agree to the following:


Term. This Agreement shall be effective as of the date listed above and shall continue until completion of the Services.


Services and Warranties. ELF Operations will provide you with the following services under our 2 hour System Session. You will receive one process mapped out, feedback on best steps, a documented Standard Operating Procedure, and automated steps set up to support the process.


2.1 The services outline above serve as a general outline for the session and are subject to change. The finalized documented actions will be delivered to you via our client portal or email.


The contractor represents and warrants that:


The contractor will perform the Services: i) in a timely, diligent, professional, and workmanlike manner; ii) in accordance with the Agreement, iii) in a manner consistent with best practices in the industry; and, iv) in compliance with all applicable laws and regulations;



The contractor has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;


The contractor has no other agreements with any other party that would conflict with this Agreement; and,


The contractor is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.


The client represents and warrants that:





The client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;



The client has no other agreements with any other party that would conflict with this Agreement;



All elements of text, images, or other artwork provided by Client to Contractor: i) are either owned by Client or Client has obtained all necessary permissions or licenses for their use, and ii) do not infringe on the rights of any third parties, including trademark rights; and,



The client is responsible for the accuracy, completeness, and propriety of all information provided by Client to Contractor.


Client duties. You agree to provide the Contractor with a completed questionnaire about your business at least two (2) business days prior to your System Session. If you need more time to complete your questionnaire you may reschedule your session [ONE TIME] without penalty. If the questionnaire is not completed within [TWO BUSINESS DAYS] days prior to your rescheduled session the Contractor reserves the right to cancel your session with no refund to deposit.

3.1 Client agrees to provide Contractor with any additional information we request in connection to services throughout the term of this Agreement. You agree to respond to all requests in a timely and professional manner.

Compensation. The client agrees to pay Company the total amount at checkout under this Agreement. This sum is NON-REFUNDABLE.

In the event that Contractor incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Contractor for all such expenses.

Expenses. Client shall not be liable to Contractor for expenses paid or incurred by Contractor, except for those fees that the Parties agree to in writing.

Availability and Rescheduling. Company respects the time and commitment of Client, and thus expects Client to respect Company’s time and commitment for this service.. Client is expected to be available on the day in which they have indicated their availability. In the event that Client needs to reschedule, 1 week’s notice must be given, along with the Client’s next date of availability. Any sessions missed and not rescheduled within the timeframe will be forfeited. Client gets one reschedule. Emergency rescheduling can occur at Contractor’s discretion.



Relationship of the Parties. It is understood by the Parties that the Contractor is an independent contractor. All work will be completed by Contractor or a member of Contractor's team. Contractor understands that Contractor is responsible to pay, according to law, Contractor’s income and employment-related taxes. Contractor agrees to submit a W-9. If Contractor is not a corporation, Contractor further understands that Contractor may be liable for self-employment (social security) tax, to be paid by Contractor according to law.
Neither Contractor nor Contractor’s agents shall be entitled to and waives any and all claims to any employee benefits as a result of Contractor’s relationship with Client. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise.


Confidentiality. Contractor agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Client, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, login credentials, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Client. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”).


Contractor shall not disclose Confidential Information to any third party in any form without Client’s prior written consent. Contractor shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Contractor’s possession prior to the date of the disclosure of such information to Contractor, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Contractor; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Contractor, or (iv) to have been supplied to Contractor without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Contractor’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Contractor’s possession.



Upon Client’s request, Contractor shall return to Client any and all written or physical embodiments (including copies) of Confidential Information disclosed to Contractor by Client which is then in Contractor’s possession, custody or control. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.


Ownership of Services. Contractor acknowledges that Contractor has no right, title, or interest in or to any Services produced hereunder. Contractor acknowledges that Contractor will make no claim to any right, title, or interest in any of the Services created hereunder. Contractor further acknowledges and agrees that Client shall own all rights, title, and interest in or to any Services produced hereunder.


For the avoidance of doubt and to further evidence the full ownership of the Services by Client, Contractor hereby assigns to Client all rights, title, and interest to the Services. Contractor agrees to assist Client with the enforcement of any proprietary rights over the Services, including the prompt execution of any additional documents that may be reasonably requested by Client.


Client Designation. Client grants Contractor the right to use Client’s name and/or logo in Contractor’s marketing materials, which may include Contractor’s website.


Disclaimer. Contractor has made every effort to ensure that all business services have been tested for accuracy and effectiveness. There is no guarantee that Client will see positive results to its business using the techniques and materials provided by Contractor. Contractor assumes no management responsibility for Client's decisions or for policies or practices that Client implements.


As part of the Services, Contractor will use techniques and methods that have proven successful in the past, in accordance with reasonable industry standards. This does not, however, guarantee that they will be successful for Client’s business. Because every audience and product is different, Contractor cannot guarantee specific performance of the Services.


Data Security. To perform the Services, Client may provide Contractor with login credentials to certain accounts owned by Client. Contractor undertakes reasonable efforts to safeguard this information. At no time will the Contractor claim any ownership right in such accounts. Client grants Contractor the authority to access these accounts to complete the Services. Client understands and agrees that Contractor is not responsible for any breach of data security for these accounts.


Indemnification. Contractor agrees to defend, indemnify, and hold Client, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Contractor or (ii) Contractor’s breach of any provision of this Agreement (including any representation or warranty).


Client shall indemnify, defend, and hold Contractor harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Contractor in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Contractor's appearance or association with Client, unless such claim arises from Contractor's acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Contractor hereunder.


Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of PA without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.


Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.


Limitation of Liability. CLIENT AGREES THAT IT HAS USED CONTRACTOR’S SERVICES AT ITS OWN RISK. CLIENT RELEASES CONTRACTOR FROM ANY AND ALL CLAIMS OF DAMAGES THAT MAY RESULT FROM ANY CLAIMS ARISING FROM THIS AGREEMENT, ALL ACTIONS, CAUSES OF ACTION, CONTRACT CLAIMS, SUITS, COSTS, DEMANDS, AND DAMAGES OF WHATEVER NATURE OR KIND IN LAW OR IN EQUITY ARISING FROM THIS AGREEMENT. CONTRACTOR ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN ANY WRITTEN MATERIALS OR CORRESPONDENCE TO CLIENT.


Miscellaneous.
If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.



Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.



Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.



Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.



The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.



This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.