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206-962-0956
carlos@crveliz.com

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Terms & Conditions Section 2. In the event of a material breach, such as Client failing or refusing to provide any of the items herein stated, failing or refusing to make any of the payments as provided in Section One (1) of this agreement, or failing to proceed with the engagement, Talent shall have no obligation to perform under the terms of this agreement. Section 3. In the event of breach or cancellation of this contract by Client within 90 days of the scheduled event, the entire fee shall be due and payable immediately to Talent, and Client shall be responsible for the costs and expenses, including reasonable attorneys' fees, incurred by Talent in collecting any amounts due hereunder. Section 4. Notwithstanding anything to the contrary herein, in the event of cancellation by Talent for any reason, Talent will not have any liability for expenses, losses, or consequential damages incurred by Client other than the refund of deposit payments made by Client. In such event, Talent will attempt to arrange comparable talent that is acceptable to Client, and Client understands that the fees for replacement talent may be higher or lower than for Talent specified in Section One (1) of this agreement and that a new agreement will be necessary to bind replacement talent. Section 5. Force Majeure: Notwithstanding any other provision of this agreement, if the performance of any obligation under this agreement by any party to this agreement is prevented due to acts of God, any government restriction, wars, hostilities, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, or any other cause beyond the reasonable control of any party, then such party shall not be responsible to the other parties for failure or delay in performance of its obligations under this agreement. The terms of this clause shall not exempt, but merely suspend, any party from its duty to perform the obligations under this agreement as soon as practicable after a force majeure condition ceases to exist. Section 6. Client agrees to hold Talent and CRVELIZ CONSULTING LLC, its directors, officers, employees, independent contractors, and agents harmless and indemnify CRVELIZ CONSULTING LLC. with respect to any claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorneys’ fees, costs, and other expenses arising out of or resulting from Client’s negligence or misconduct under the performance of its obligations under this agreement. CRVELIZ CONSULTING LLC agrees to defend, indemnify, and hold harmless Client from and against all claims, actions, causes of action, or liabilities, including reasonable attorneys' fees, arising out of or resulting from Talent's and CRVELIZ CONSULTING LLC's negligence or misconduct in connection with the performance of its obligations under this agreement. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE CLIENT, TALENT, AND CRVELIZ CONSULTING LLC UNDER ALL CLAIMS RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES THERETOFORE PAID UNDER THIS AGREEMENT BY THE CLIENT. Section 7. Any controversy or claim arising from or relating to this agreement or its breach shall be settled by arbitration by the rules of the American Arbitration Association in Seattle, WA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reasonable attorney's fees and costs and any other justifiable expenses and fees. Section 8. Client agrees to pay any state and local taxes or fees, specifically excluding income taxes, related to this agreement. If Client is required to withhold state income tax on behalf of the Talent, that amount shall be added to the total fee, resulting in the total gross fee paid to Talent the same amount as agreed to within this agreement. Section 9. The parties are independent contractors, and neither is an employee of the other. Each party shall be responsible for and hold the other harmless from any injuries caused by it or suffered by its personnel during the performance of this agreement, including injuries that may be compensable under any workers' compensation laws. Section 10. Neither party may assign this Agreement without the written consent of the other. Section 11. Talent, Carlos Veliz, and CRVELIZ CONSULTING LLC agree to maintain the absolute confidentiality of all proceedings, conversations, and information heard, seen, or obtained related to this engagement and during the workshop. The parties also agree to maintain the absolute confidentiality of all the terms, conditions, and arrangements contained herein and associated with Talent's appearance. The confidentiality obligations hereunder shall survive one (1) year after the Date of Engagement outlined in Section One (1). Section 12. All notices or requests given by one party to the other related to this Agreement must be in writing. Notices provided to either party must go to the following person and location indicated in Section One (1). Notices are deemed to have been appropriately given when (i) delivered by registered or certified U.S. mail, return receipt requested, (ii) by a nationally recognized overnight courier service, or by (iii) email, provided that an original counterpart is sent by one of the two other delivery methods described in this section. Section 13. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement, and each provision shall be enforced to the maximum extent permitted by applicable law. Section 14. This constitutes the sole, complete, and binding agreement between Client and Talent. This Agreement may not be changed, modified, or altered except by an instrument in writing signed by the parties. It shall become effective when signed below by Client and Talent or in counterpart, and photocopy, facsimile, electronic, or other copies shall have the same effect as a signed original for all purposes. Section 15. When necessary, the client/customer will cover Carlos Veliz's transportation expenses, including commercial aircraft. This includes travel, hotel, daily per diem, mileage, meals, travel time to/from airports and meetings, and any other expenses related to the task. All travel must be authorized in writing by the client/customer before it occurs. Carlos Veliz reserves the right to adjust the costs due to market conditions, vendor price changes, advertising errors, and other unforeseen circumstances. All travel expenses are payable upon receipt of the invoice. Section 16. Non-use and Non-disclosure. Both parties agree not to use confidential information other than evaluating and discussing a potential business relationship between them. They also agree not to disclose the confidential information to third parties or their employees, except those who need it to evaluate or discuss anticipated prototypes, software, or other tangible objects embodying the confidential information provided under this agreement.

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