MARKETING AGREEMENT

MARKETING AGREEMENT

BETWEEN

SHAUN SHANIL MANEZES AND KAJEEN KRISH (THE “CLIENTS”)

AND

AYMAN KAFI (THE “MARKETER”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Clients; Shaun Shanil Manezes, of 35 Haymarket Street, Manchester, M13 9JD, United Kingdom, and Kajeen Krish, of 16-1, Jalan PPLU 1, Pusat Perniagaan Lukut Utama, 71010, Port Dickson, Negeri Sembilan, and Ayman Kafi, the Marketer of 12 Constance Street London E16 2DQ. The Clients and Marketer collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Commencement and duration: This agreement shall be valid from ____________until ______________.

Services: The Marketer shall provide marketing services for the TheDegens NFT Project with the Twitter handle https://twitter.com/TheDegensNFT (hereinafter the “services”) at the compensation defined below.

1. NFT Influencers Promotion, with the current NFT Influencers’ following:160 000- 280 000-                            

1 100 000 followers .

NFT Influencers would be posting and promoting TheDegens daily for 14 days

1. The Marketer will look for more influential NFT influencers to promote TheDegens
2. The Marketer will, at his possibility, look for successful project founders and Tiktok Influencers within his contact for dual NFT giveaways and collaborations (free).

• TheDegens Twitter Handling : 
• 10 posts per day
• 50 comments per day
• 16 hours of moderation

• Mass Discord Messaging services
• Listing TheDegens on NFT Calendar+Rarity Tools (after Artwork and Generation+ Metadata are done)
• Press releases

Condition claim: The Clients shall pay for the above services except for 1b.

Compensation: For the services rendered, the Clients shall compensate the Marketer with 5,000 USD, divided in four weeks, and paid in the following way:

1. $1,250 on 1^st November 2021
2. $1,250 on 8^th November 2021
3. $1,250 on 15^th November 2021
4. $1,250 on 22^nd November 2021
5. The extra week, from 27th November 2021 to 4^th December 2021, will be free, but the additional days after 4^th December 2021 will be paid in a budget agreed upon by both Parties.
6. There shall be an additional  2.5% sales profit of the project TheDegens. The profit will go through the SOL wallet of the Marketer and not in USD.

Indemnification: Each Party (the indemnifying Party) shall hold harmless and indemnify the other Party and any Party who may claim through that Party for any loss or liability caused by the indemnifying Party’s action or omission by the under this agreement.

Autonomy

Except as otherwise provided in this agreement, the Marketer will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Marketer will work autonomously and not at the direction of the Clients. However, the Marketer will be responsive to the reasonable needs and concerns of the Clients.

Equipment (select one)

Except as otherwise provided in this agreement, the Marketer will provide any resources necessary to deliver the services per the agreement at the Marketer’s own expense.

Exclusivity (select one)

☐This agreement is non-exclusive; the Clients may retain the services of any number of other Marketers.

☐This agreement is exclusive; the Client may not retain the services of any number of other Marketers.

Intellectual property (select one)

☐ The Clients agree that any intellectual property and associated rights owned, discovered, or developed by the Marketer, solely or jointly with others, in connection with their services performed under this agreement, are the Marketer’s exclusive property.

☐ The Marketer agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their services performed under this agreement, shall constitute works for hire and shall automatically, upon their creation or discovery, become the exclusive property of the Clients.

Independent contractor: The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. The Clients are not required to pay or make any contributions to any social security, tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Marketer during the term. The Marketer is responsible for paying and complying with reporting requirements for all taxes related to payments made to the Marketer under this agreement.

The Marketer hereby agrees that it will not represent to any third party that its engagement by the Clients is in any capacity other than as an independent contractor.

Non-assignment: This agreement is personal to the Parties, and neither Party shall assign, transfer, subcontract, or deal in any other similar manner with any of its rights and obligations under this agreement.                     

Confidentiality: All non-public, confidential or proprietary information of a Party, disclosed by that Party (Disclosing Party) whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this agreement is confidential, solely for the use of performing this agreement and may not be disclosed or copied unless authorized by law or in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the Receiving Party shall promptly return all documents and other confidential materials received from the Disclosing Party. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure, or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party. The Receiving Party’s duty to hold the confidential information in confidence shall remain in effect until the confidential information no longer qualifies as confidential information or until the Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this agreement, whichever occurs first.

Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.

Force Majeure

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

Termination:

• Either Party may terminate this agreement for any cause upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

Dispute resolution: Parties agree to settle disputes under this agreement through (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Parties acknowledgments: The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

General provisions

• This agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. The parties will exercise utmost good faith in this agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
• This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
• The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This agreement shall be governed in all respects by the laws of the United Kingdom (UK).
• The Partners shall be served through the addresses they have provided above (including email), in writing and where applicable, delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, and either Partner may change their addressees by reasonable notice in writing given to the other Partner.

IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written.