September 4, 2023


____________________________(THE “CONTRACTOR”)


____________________________(THE “CLIENT”)

THIS AGREEMENT is made on the ………… of……….20……., (hereinafter “Effective Date”)
by the Client and the Contractor (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 until termination.
2) Services: The Contractor shall teach the Client how to sell on Amazon; and aid the Client in
automating his store, and profit splits after receiving his money back. In addition, the Contractor
shall assist the Client in providing product research on a monthly basis to upkeep the store sales.
The Contractor shall perform their services professionally, faithfully, diligently, per this
agreement, and per acceptable industry standards.
3) Payment: For the Services rendered, the Client shall compensate the Contractor with $2,000 (flat
fee) payable on or before____________ date.
4) Relationship of the Parties: The relationship of the parties hereto is that of an independent
contractor. 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.
5) Non-assignment: The Client shall not transfer or assign this agreement without the Contractor’s
consent. However, the Contractor may transfer or assign this agreement or subcontract its
obligations hereunder at any time without the Client’s consent.
6) Indemnification: The Client agrees to indemnify, hold harmless and defend the Contractor and
his officers, employees, and agents from and against any incidental, consequential, indirect, or
special damages, or for any loss of profits or business interruptions caused or alleged to have
been caused by the performance or nonperformance of the services. In the event the Contractor is
held liable for any such loss, such liability shall be limited to a refund of payments made by the
Client for the services, minus expenses paid to subcontractors or to third parties.
7) 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
8) 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.
9) Termination
 This agreement shall remain in force for the period within which the Client’s subject store
 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 at any time by mutual written agreement of the Parties.
 The termination of this Agreement shall not discharge the liabilities accumulated by either
Party including but not limited to payment of outstanding amounts by the Client.
 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.
10) Dispute resolution: Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
11) 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.
12) 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.
Except where otherwise provided, failure by the Contractor to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by the Contractor of any
breach of, or of compliance with, any condition or provision of this Agreement by the Client 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 California, 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.
Client: ____________________________________________________________________________
Contractor: ___________________________________________________________________________
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the CLIENT

Signed by the CONTRACTOR

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