INDEPENDENT CONSULTANT AGREEMENT

November 20, 2023

INDEPENDENT CONSULTANT AGREEMENT

THE PARTIES: This Agreement (“Agreement”) made on ______________________, 20____,
is between CO Enterprises LLC with a mailing address of 28 Valley Road , City of
______________________, State of New Jersey (“The Company”) and ___________ with a
mailing address of ______________________, City of ______________________, State of
______________________ (“The Client”) both of whom agree as follows:

IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, the Company and the Client (individually the “Party” and collectively
“The Parties” to this agreement) agree as follow:
TERMS
1. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties.

2. SCOPE OF WORK
[Consultant name] will provide [company name], with services mutually agreed upon
and described in the attached statement of work. All services to be provided hereunder
will be referred to as services. The parties may use this agreement for multiple statements
of work. Each statement of work must reference this agreement.
Statements of work will be written documents setting forth at a minimum:
a. A complete, sufficiently detailed description of the types of services to be rendered.
b. The applicable billing rates for the services to be rendered (service fees).
c. Any additional terms and conditions to which the parties may agree.

3. CHANGE OF SCOPE OF WORK

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The parties contemplate that it may be desirable to make changes to the statement(s) of
work. Before performing any work associated with any such change, a written change
order shall set forth the necessary revisions to the statement(s) of work, and the parties,
shall agree in writing that such work constitutes a change from the original statement of
work, as amended, and that they further agree to the change provisions set forth in the
change order. Each change order shall be numbered serially and executed by [consultant
name] and [company name].

4. AUTHORITY OF AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual legal
power, right and authority to make this agreement and bind each respective Party.

5. COMPENSATION
For compensation, since it’s a commission structure, anything between 100,000 and a
$5,000,000 profit is a 10% fee, anything over $5million is a 20$ independent consultant
fee. The payment is based on the opportunities given.
6. INTELLECTUAL PROPERTY
The consultant shall own all rights, title and interest, including without limitation all
intellectual property rights, in and to the Administration System, the trademarks, trade
names, trade dress, service marks and the associated names and logos used from time to
time. All designs, all logos and any written or verbal conversations disclosing company
business practices or creative designs shall be owned by the company.

7. CONFIDENTIALITY
Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires. Except as may otherwise be required by

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law or legal process, neither party hereto shall disclose to any third party the terms and
conditions of this AGREEMENT or any information respecting sales or revenue of the
vending machine, during the TERM or thereafter. This obligation shall survive
termination of this AGREEMENT.

8. DISPUTE RESOLUTION
If a dispute arises, between or among the Parties, and it is not resolved prior to or after
recording, the Parties shall first proceed in good faith to submit the matter to mediation.
Costs related to mediation shall be mutually shared between or among the Parties.

9. TERMINATION
Either party may terminate this Agreement if they have any valid reason or a breach of
any term of this contract.

10. NOTICES
Contract termination shall be executed upon a 60-day written notice. All notices under
this Agreement shall be in writing and sent to the address of the recipient specified
herein. Any such notice may be delivered by hand, by overnight courier, certified mail
with return receipt, or first class pre-paid letter, and will be deemed to have been received
(1) if delivered by hand – at the time of delivery; (2) if delivered by overnight courier –
24 hours after the date of delivery to courier with evidence from the courier; (3) if
delivered by certified mail with return receipt – the date as verified on the return receipt;
(4) if delivered by first class mail – three (3) business days after the date of mailing.

11. SEVERABILITY
If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated.

12. WARRANTIES

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The Consultant warrants that the services to be provided under this agreement shall be
performed in a professional manner conforming to generally accepted industry standards
and practices. [Company name] agrees that [consultant name]’s sole and exclusive
obligation with respect to the services covered by this limited warranty shall be, at
[consultant name]’s sole discretion, to correct the nonconformity or to refund the service
fees paid for the affected executive consulting services.

13. FORCE MAJEURE
Neither party shall be liable for any failure to perform under this Agreement when such
failure is due to causes beyond that party’s reasonable control, including, but not limited
to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire,
storm, flood, earthquakes, accident, and prolonged shortage of energy.

14. GOVERNING LAW
This Agreement shall be governed under the laws in the State of New Jersey.

15. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties

16. WAIVER
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.

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Company Representative Signature__________________________ Date ________________
Name ____________________________
TITLE: ____________________________

Business Partner’s Representative Signature__________________________ Date
________________

Name ____________________________
TITLE: ____________________________

COMPANY NAME

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