CONSULTING AGREEMENT

CONSULTING AGREEMENT

This Agreement (hereinafter “Agreement”) is made and entered into on the [INSERT DATE] between SHIELD CAPITAL LLC (hereinafter “Client”), having its principal address at 55 2^nd St Ste 1950, San Francisco, CA 94105, and MV SECURITY LLC, (hereinafter “Consultant”), having its principal address at P.O. Box 977, San Jose, CA 95108 also individually referred to as a “Party” and collectively referred to as the “Parties.”

WHEREAS, the Consultant is a Certified IT Security Consultant who offers a variety of IT Security consultation services; and

WHEREAS, the Client is desirous of engaging the Consultant to offer IT Security consultant services in accordance with the terms of this Agreement;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereby agree as follows:

TERM

This Agreement shall commence on May 1, 2023, and shall continue in effect unless terminated by either Party upon seven (7) days’ written notice, without further obligation or liability, except for the compensation earned by the Consultant up to such date of termination.

SCOPE OF SERVICES

1. During the term of this Agreement, the Consultant shall be deemed an independent contractor and not an employee of the Client.
2. the Consultant shall not be eligible for any employee benefits, nor shall the Client make deductions from payments made to the Consultant for employment or income taxes, all of which shall be the Consultant’s responsibility.
3. the Consultant shall have no authority to enter into contracts that bind the Client or create obligations on the part of the Client without the prior written authorization of the Client, unless the same are within the Scope of the Services, when explicitly delegated to the Consultant.
4. The Consultant shall provide advice and assistance to the Client in relation to IT and/or Information Security Projects (“Projects”) as further described in Exhibit A attached hereto, or as otherwise mutually agreed to by the Parties (collectively, the “Services”).
5. The Services shall be performed by the Consultant at such times and places as the Client reasonably requests.

COMPENSATION

1. As full consideration for Consultant’s performance of the Services, the Consultant shall be entitled to compensation of Two Thousand Seven Hundred Fifty Dollars ($2,750) per calendar month, prorated in weekly intervals.
2. The Consultant shall submit an invoice to the Client at the end of each month.
3. Payment shall be due with thirty (30) days of receipt of the invoice to Consultant’s designated bank account.
4. If payment is not made as specified above, the Consultant reserves the right to charge interest on the unpaid balance at the rate of 10% per year, or 5% plus the discount rate charged by the Federal Reserve Bank of San Francisco at the invoice due date, whichever is greater.

EXPENSES

1. Subject to the Client’s prior approval, the Client shall pay expenses incurred by the Consultant in connection with the performance of the Services hereunder, including reasonable travel and procurement expenses.
2. The Consultant vows to keep and share all the relevant fiscal documents, including but not limited to invoices, receipts and purchase orders itemizing all expenses.
3. The Consultant may utilize expense payment methods provided by the Client, at the Client’s request.

CONFIDENTIALITY

1. During this Agreement, either Party may have access to confidential or proprietary information of the other Party, including but not limited to trade secrets, business plans, financial information, and technical data (“Confidential Information”).

1. Each Party agrees that it shall not use, disclose, or otherwise make available any Confidential Information of the other Party for any purpose other than the performance of its obligations under this Agreement, unless such disclosure is required by law.

1. The receiving Party shall take reasonable measures to protect the Confidential Information of the disclosing Party from unauthorized use or disclosure and shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

1. This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue for a period of 3 years from the date of disclosure of the Confidential Information. Upon the written request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information in its possession or control.

1. Notwithstanding the foregoing, the Consultant may disclose Confidential Information with the prior written approval of the Client, or pursuant to the order or requirement of a court, administrative agency, or other governmental body.

Definition of Confidential Information

“Confidential Information” includes, but is not limited to:

1. Parties’ proprietary software products and algorithms or engineering;
2. Parties’ patents or patent applications, research, inventions, designs, or drawings;
3. Parties’ business methods and practices;
4. The names of the Parties’ customers and the nature of the Parties’ relationship with them;
5. Confidential, proprietary, or trade secret information submitted by the Parties’ suppliers or partners to Parties for study, evaluation, or use; and
6. Any other information provided by the Parties in connection with the Services, which would, under the circumstances, appear to a reasonable person to be confidential or proprietary or not generally known to the public (including information about Parties’ personnel, products, services, future business plans, financial forecasts, or financial projections).

The provisions of this clause shall not apply to Confidential Information that:

1. Is or becomes publicly available without breach of this Agreement by the receiving Party;

1. Was in the receiving Party’s possession prior to disclosure by the disclosing Party;

• Is obtained by the receiving Party from a third party without breach of any obligation of confidentiality owed to the disclosing Party; or

1. Is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.

Assignment of Intellectual Property

1. The Consultant hereby assigns, transfers, and grants to the Client all rights and interests in and to any and all new inventions, original works of authorship, developments, concepts, know-how, improvements, or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which would be deemed to be Confidential Information of the Client (collectively, “Intellectual Property”) which clearly relates to the Client’s business or technology and has been created by the Consultant in the course of the performance of Services.
2. The Consultant hereby acknowledges that it is “work made for hire” for the benefit of the Client and hereby assigns all rights, titles, and interest to such Intellectual Property to the Client.The Consultant shall assist the Client in obtaining, maintaining, and securing any patent, copyright, and/or other statutory or non-statutory protection which may be obtained for the foregoing, as the Client may request, and hereby assigns to the Client all rights and interests in and to any such patents, copyrights and other protection.
3. The Client shall compensate the Consultant for such assistance, as specified in the Compensation section of this Agreement.
4. The Consultant retains all rights to materials, developments, know-how, trade secrets or intellectual property not directly related to the performance of Services to the Client.

NO ASSIGNMENT

The Parties acknowledge that this Agreement contemplates the personal services of the Consultant and, accordingly, neither this Agreement nor any obligation of the Consultant may be assigned, transferred, or otherwise delegated by the Consultant without the prior consent of the Client.

LIMITATION OF LIABILITY

1. The Consultant shall not be liable to the Client or any third party for any direct, indirect, incidental, consequential, or punitive damages arising out of or related to the services provided by the Consultant, whether in contract, tort, strict liability, or any other legal theory, even if the Consultant has been advised of the possibility of such damages.
2. The total liability of the Consultant under this Agreement shall not exceed the total fees paid by the Client to the Consultant for the services rendered under this Agreement.

GOVERNING LAWS

The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to the principles of choice or conflict of laws, and each of the Parties hereby consent to the exclusive jurisdiction of the state and federal courts of the State of California.

MISCELLANEOUS

1. Entire Agreement

This Agreement, including its Schedules, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the Parties as to the subject matter hereof and supersedes all previous agreements with respect thereto and the terms of all existing or future purchase orders and acknowledgments.

1. Severability

If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.

1. Notices

Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally or mailed by registered mail, return receipt requested, to the Parties at their respective addresses set forth above (or at such other address as a Party may specify by notice to the other).

1. No Waiver

The failure of a party to insist upon strict adherence to any term of the Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement to be executed on the dates set forth below.

Exhibit A

Definition of “Services”:

• The Consultant shall commit up to 4 hours per week to Services provided to the Client, scheduled flexibly based on the Consultant’s expertise and the Client’s needs and priorities. The Consultant shall assist the Client with urgent requests as needed, when reasonably requested by the Client.
• The Consultant shall complete Projects on behalf of the Client, or assist the Client with completing Projects as appropriate.
• The Consultant and the Client shall collaborate according to a Project Plan, to be updated and discussed in bi-weekly status meetings, or via whatever methods and/or cadence otherwise agreed.
• The Consultant shall advise, promote the Client’s business, conduct meetings, and/or make referrals, introductions, or recommendations (“Advice”) to the Client as appropriate to successfully complete Projects for the Client, or assist the Client with the Client’s overall business objectives.
• The Consultant shall not accept any external compensation or permit any improper influence on any Advice provided, in order to protect the Client’s best interests.

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