AGREEMENT

DATED THE                               DAY OF                                                    2022

AGREEMENT

BETWEEN 

DC CONTRACTING, LLC

– AND –

DIZTINCTIVE DEZIGNS

AGREEMENT

THIS Agreement is made on the                     day of                                        2022.

Between:

1. DC CONTRACTING LLC of 2773 E Rock Wren Rd, Phoenix, Arizona 85048. (Hereinafter referred to as the “Company”) on one part; 

and

2. DIZTINCTIVE DEZIGNS of ____________________ . (Hereinafter referred to as the “Contractor”) on the other part. (Together referred to as “Parties”)

In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:

1. Terms of Engagement

It is hereby agreed that the Company shall grant the Contractor the permission to carry out business and provide services under the license of the Company.

2. Payment  

The Company shall have 25% ownership rights/interest of the Contractor, who hereby agrees and acknowledges.

The parties herein agree and acknowledge that the Company will not have day-to-day involvement in the business conducted by the Contractor.

The Contractor will pay the Company $800 per month as a fee for using the Company’s license.

The parties agree that the Contractor will pay all costs associated with processing the QP license to itself, which includes but is not limited to all ROC licensing costs, legal costs, and costs to update their LLC.

Parties agree that if there is a significant increase in sales due to the use of the license either before or after the first 90 days, both parties will evaluate the monetary compensation to determine if there needs to be a change to the structure of the compensation.

3. Term of Agreement

This Agreement shall become effective as of the date of its execution and shall continue in effect for 90 days (herein referred to as “Term”) from the date of execution. 

After the expiry of the Term, both parties agree to meet and evaluate the continuation of the contract.

4. Termination of Agreement 

The Parties agree that either Party may terminate this Agreement at any time, after the 90 days, without cause, with a prior 30 days written notice to the other Party.

Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other party if:

1. The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fifteen (15) days after being notified to make such payment; 
2. The other Party commits a material breach of any term of this Agreement. The breach is irremediable or, if such breach is remediable, fails to remedy that breach within fifteen (15) days after being notified in writing to do so.

5. Confidentiality

Parties agree that all terms and conditions of this Agreement and any confidential information provided by the Company to the Contractor during the Term of this Agreement must be kept confidential unless disclosure is required according to the process of law.

Disclosing or using this information for any purpose beyond the scope of this Agreement (or beyond the exceptions set forth above) is expressly forbidden without the Parties’ prior consent.

The Parties’ obligation to maintain confidentiality will survive termination of this Agreement and remain in effect indefinitely.

6. Indemnity

Parties agree to indemnify and keep indemnified each other from and against any and all loss, damage or liability whether criminal or civil suffered and legal fees and costs incurred by the other Party in the course of the execution of the obligations under this Agreement and resulting from any act, neglect or default of the other Party.

7. Limitation of Liability

Under no circumstances will either Party be liable for any indirect, consequential, or punitive damages, including lost profits arising out of or relating to this Agreement or the transactions it contemplates (including breach of Agreement, tort, negligence, or another form of action) if said damage is the direct result of one of the Party’s negligence or breach.

8. Relationship 

The Parties herein agree that the Contractor in this Agreement is an Independent Contractor.

This Agreement does not create an employment or a partnership relationship between the Parties.

9. Amendments 

This Agreement may not be enlarged, modified, altered, or otherwise amended except in writing, signed by the Parties hereto, and endorsed. 

10. Warranties 

The Contractor hereby warrants to the Company that it and each of its employees, consultants, and subcontractors, if any, that it uses to provide and perform Services under the Company’s license has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the services in accordance with this Agreement and the contract with the client.

11. Notices 

All notices, requests, and other communications pursuant to this Agreement shall be addressed as follows:

If to the Company 

Telephone: ………………….

E-Mail Address: ………………………..

If to the Contractor

Telephone: ………………

E-Mail Address: …………………….

12. Dispute Resolution

Each Party hereto agrees to use its best efforts to settle amicably all disputes arising out of or in connection with this Agreement or its interpretation.

Any dispute arising out of or in connection with this Agreement incapable of being resolved amicably by the Parties shall be referred to arbitration pursuant to the applicable arbitral laws of the State of Arizona. 

13. Intellectual Property

The Parties hereby agree that any intellectual property that has been developed or will be developed and made available to the Contractor by the Company in the execution of its obligations under this Agreement process shall remain the exclusive property of the Company.

14. Force Majeure

Both Parties to this Agreement reserve the right to defer the date for performance of its obligations under the  Agreement or the provisions of the Services, or to terminate this Agreement, if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, Acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

15. Waiver

A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

Failure or delay by either Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. 

16. Severability 

The invalidity or unenforceability of any particular provision of this Agreement or portion thereof shall not affect the other provisions or parts thereof that shall be severed from this Agreement. The remaining provisions shall remain in full force and effect.

17. Costs

Each Party will pay its costs incurred in preparing and implementing all matters contemplated by this Agreement.

18. Legal Jurisdiction and Governing Law(S) 

This Agreement shall be governed, construed, interpreted, and enforced in accordance with the Laws of the State of Arizona.

19. Entire Agreement 

This Agreement constitutes the entire Agreement between the parties. It supersedes all prior agreements; no statements, promises, or inducements made by either Party or Agent that are not contained in this Agreement shall be valid or binding.

IN WITNESS WHEREOF, each Party has executed this Agreement, by its duly authorized representative, as of the day and year set forth below.

Signed by the duly authorized Signatory of the COMPANY; –Signature: _____________________________Name: ________________________________Designation: ___________________________Date: _________________________________

Signed by the duly authorized Signatory of the CONTRACTOR –Signature: _____________________________Name: ________________________________Designation: ___________________________Date: _________________________________