This Agreement is made effective as of June 10th, 2021 by and between Frances Armand of Armand Consulting, 2424 Broadway Suite 247, New York, New York 10024, and Kristin Frazer of Trèfle Inc.

In this Agreement, the party who is contracting to receive services shall be referred to as “Company,” and the party who will be providing the services shall be referred to as “Consultant.” Consultant has a background in Public Relations and is willing to provide services to Company based on this background. Company desires to have services provided by Consultant.

Therefore, the parties agree as follows:

  1. DESCRIPTION OF SERVICES. Beginning on June 15th, 2021 Consultant will provide Public Relations Consulting Services.
  2. PERFORMANCE OF SERVICES. Consultant shall determine the manner in which the Services are to be performed and the specific hours to be worked by Consultant. Company will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant’s obligations under this Agreement. Consultant and Company have the option to meet once a week to discuss PR Services.
  3. CONSULTANT OBLIGATIONS.  The Consultant shall reach out to Target Executives for brand partnership opportunities on behalf of the Company; conduct meetings; create presentations to solidify the partnerships and follow through until the deal is complete. 
  4. ACCOUNT ACCESS AND AUTHORIZATION. Company is authorized by the Consultant to perform as a consultant for the Company. The Company will provide the Consultant with the right and authority to solicit information on behalf of the Company to media outlet bloggers, magazine editors, and media influencers. Consultant will compile media distribution list, whether by mail or electronic means, and research required to establish and maintain effective distribution.
  5. PAYMENT. Company will pay a retainer fee to Consultant for the Services of $800 per month for Consulting services. Work commences when the first payment of $800 initial payment is received. Company will pay a monthly retainer on the 30th of every month.
  6. COMMISSION. For the Consulting services, the Company shall pay the Consultant the following commission percentage: 10 % of the Company total brand partnership agreement. In the case of multiple payments, Company will pay Consultant the agreed commission of 10% of each payment distribution by brand.
  7. EXPENSE REIMBURSEMENT. Consultant shall be entitled to reimbursement from Company for additional expenses such as mailing If the Consultant has received written approval from Company.
  8. ADDITIONAL SERVICES. The contracted services under this agreement are exclusively Brand Partnership Outreach Services. However if the Company requires Public Relation Services such as possible magazine placements, photo shoot opportunities, celebrity styling pulls etc., the Company will be required to pay additional costs. 
  9. NEW PROJECT APPROVAL. Consultant and Company recognize that Consultant’s Services will include working on various projects for Company. Consultant shall obtain the approval of Company before the commencement of a new project.
  10. TERM/TERMINATION. This Agreement shall terminate automatically on September 15th, 2021. Company can renew the agreement. Company agrees to pay for all Services actually rendered by the Consultant through the termination date. Upon termination or expiration of this Agreement for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that the representations and warranties made by the parties contained herein and rights and obligations of the parties with respect and including but not limited to payment, confidentiality, and indemnification under the Agreement shall survive such termination or expiration for any reason.
  11. MODIFICATION. This Agreement may be modified or amended as necessary only by the written consent of the parties.
  12. RELATIONSHIP OF PARTIES. The parties understand that Consultant is an independent contractor with respect to Company and not an employee of Company. Company will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.
  13. DISCLOSURE. Consultant is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the Company’s best interests. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to a product or product line of Company – any activity that Consultant may be involved with on behalf of Company
  14. EMPLOYEES. Consultant’s employees, if any, who perform services for Company under this Agreement shall also be bound by the provisions of this Agreement.
  15. INJURIES AND INSURANCE. Consultant acknowledges Consultant’s obligation to obtain appropriate insurance coverage for the benefit of Consultant (and Consultant’s employees, if any). Consultant waives any rights to recovery from Company for any injuries that Consultant (and/or Consultant’s employees) may sustain while performing services under this Agreement. That is a result of the negligence of Consultant or Consultant’s employees.
  16. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”): Consultant’s Intellectual Property. Consultant does not personally hold any interest in any Intellectual Property.

Development of Intellectual Property. Any improvements to Intellectual Property, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant (or Consultant’s employees, if any) during the term of this Agreement shall be the property of Company. Consultant shall sign all documents necessary to perfect the rights of Company in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, Consultant shall sign all documents necessary to assign the rights to such Intellectual Property to Company. Consultant agrees to assign to Company, without further consideration, its entire right, title, and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Invention Idea, developed within the scope of this agreement, for Company, whether or not patentable. In the event any Intellectual Property shall be deemed by Company to be patentable or otherwise registrable, Consultant shall assist Company (at Company’s expense) in obtaining letter s patent or other applicable registrations thereon and shall execute all documents and do all other things (including testifying at Company’s expense) necessary or proper to obtain letters patent or other applicable registrations thereon and to vest Company, or any Affiliated Company specified by the Board, with full title thereto.

  1. OWNERSHIP. Company recognizes that Consultant has and will have the following information: – customer list and contacts that are valuable, special, and unique assets of Consulting. Consultant has ownership of all documents. Any contacts or information received belongs to Consultant and not Company. If Company terminates the contract, Consultant is not liable to give Company customer list and contacts.
  2. CONFIDENTIALITY. Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Company’s information for Consultant’s own benefit, or divulge, disclose, or communicate in any manner any information to any third party without the prior written consent of Company. The consultant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
  3. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Consultant has disclosed (or has threatened to disclose) Information in violation of this Agreement, Company shall be entitled to an injunction to restrain Consultant from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such information has been disclosed or may be disclosed. This provision shall not prohibit the company from pursuing other remedies, including a claim for losses and damages.
  4. ARBITRATION. The parties shall use good faith efforts to resolve any disputes arising in connection with this Agreement and the relationship established hereunder amongst them. To the extent that the parties cannot reach a timely resolution (which shall be no later than 3 business days), any such disputes shall be submitted to final and binding arbitration in New York, New York. Such arbitration shall be conducted in compliance with the rules of the American Arbitration Association. Each party shall be responsible for its own costs in connection with such arbitration.
  5. RETURN OF RECORDS. Upon termination of this Agreement, the Consultant shall deliver all equipment, memoranda, models, and samples of any nature in Consultant’s possession or under Consultant’s control. That is the Company’s property or relate to the Company’s business.
  6. NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by facsimile or other electronic means (in each case with confirmation of receipt) if sent during normal business hours of the recipient, or if not, then on the next business day; (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be to such address as a party may designate pursuant to notice given by such party in accordance with the terms of this section.
  7. ENTIRE AGREEMENT. This Agreement contains the parties’ entire agreement, and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
  8. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
  9. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  10. APPLICABLE LAW. The laws of the State of New York shall govern this Agreement.
  11. INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws, proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.
  12. ASSIGNMENT. Consultant agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement without the Company’s prior written consent. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Company with, or its merger into, any other corporation, or the sale by Company of all or substantially all of its properties or assets, or the assignment by Company of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.
  13. NO GUARANTEE. The Consultant does not guarantee the results or effectiveness of any services rendered or to be rendered by Consultant. Rather, Consultant shall conduct its operations and provide its services in a professional manner and in accordance with good industry practice.  Example of results obtained for other clients of the Consultant may be used as a marketing tool and shown to Company for demonstrative purposes only. Company should not construe it as indicating any promised results or level of results.
  14. SIGNATORIES. This Agreement shall be signed on behalf of Company by Kristin Frazer of Trèfle Inc. and on behalf of Consultant by Frances Armand, Founder of Armand Consulting effective as of the date first above written.

To indicate your acceptance of the above, sign electronically below.



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