September 4, 2023


THIS AGREEMENT is made on the ………… of……….20……., (hereinafter “Effective Date”)
by Ordersaga Ltd and Ariel Fitz (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:
1) Term: This agreement shall be valid from the Effective Date for a period of two years.
2) Purpose of the Agreement. The parties have entered into this agreement to govern their
relationship pertaining to the Shopify online store that Ordersaga Ltd will build for Ariel Fitz.
Ordersaga Ltd will fulfill every order by the customer with 24/7 customer support; they will also
run the entire business/online store. Ariel Fitz will be in charge of the content; this will include
making posts on her TikTok account and Instagram account in addition to having the link to the
online store in her TikTok and Instagram bio.
3) Consideration: The Parties shall have the following stake in the business:
 70% to Ariel Fitz
 30% to Ordersaga Ltd
4) Non-assignment: Neither Party shall assign, transfer, convey, encumber any of its rights or
obligations hereunder without the prior written consent of the other Party. The consent shall not
be unreasonably withheld or delayed.
5) Indemnification: Neither Party, shall be held liable for any incidental, consequential, indirect, or
special damages, or for any loss of profits or business interruptions caused or alleged to have
been caused herein.
6) Confidentiality: All non-public, confidential, or proprietary information of a 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 Contract is confidential, solely for the use of performing this Contract and
may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing.
Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all
documents and other confidential materials received from Disclosing Party. 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 Recipient Party at the time of
disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third
7) 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.
8) Termination
 Either Party may terminate this Agreement, upon giving the other Party no less than 30 days’
notice in writing. If a Party wishes to terminate the contract with less than this stated period,
the other Party reserves the right to charge costs that they have already paid in advance or
 This agreement may be terminated due to but not limited to non-adherence of the plans or
lack of sufficient promotion of the online store by Ariel Fitz.
 This Agreement may be terminated at any time by mutual written agreement of the Parties.
 The termination of this Agreement shall not discharge the liabilities accumulated by either
 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.
9) Dispute resolution: Parties agree to settle disputes under this Agreement through Mediation in
the first instance. Should Mediation fail, then the Parties shall result in Arbitration.
10) Drafting Responsibility
Neither party shall be held to a higher standard than the other party in the interpretation or
enforcement of this Contract as a whole or any portion hereof based on drafting responsibility.
11) 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
Except where otherwise provided, failure by either Party to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by either Party of any
breach of, or of compliance with, any condition or provision of this Agreement by the other Party
shall be considered a waiver of any other condition or provision or of the same condition or
provision at another time. This Agreement may be executed in any number of counterparts, each
of which shall be an original and all of which 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 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, and its
Courts without regard to its conflict of law provisions. Any notice required to be given between
the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed
duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or

(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by written
notice, provided that any notice of change of address shall be effective only upon actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
the recipient, and the effective date of such notice shall be the date of receipt, provided such
receipt has been confirmed by the recipient.
ORDERSAGA LTD: ____________________________________________________________
ARIEL FITZ: _________________________________________________________________
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the duly authorized representative of

Signed by the duly authorized representative of

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