THIS VIRTUAL ASSISTANT SERVICES AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on May 20, 2023 (the "Effective Date") by and between Acme LLC (hereinafter referred to as the "Contractor") and Company (hereinafter referred to as the "Hiring Party", collectively referred to as the "Parties"), both of whom agree to be bound by this Agreement.

1. CONTRACTOR'S DUTIES.

1.1 Contractor shall provide the following Services to Hiring Party (collectively the "Services"), or other such services as mutually agreed upon in writing by the Parties: Contractor shall serve the Hiring Party as a "Virtual Assistant." As such, Contractor shall be responsible for providing remote assistance to business management professionals. Such duties include, but are not limited to, the following: (a) conducting research and organizing data; (b) interacting with clients on behalf of the Hiring Party; (c) performing clerical duties; and/or (d) performing any other tasks as assigned by Hiring Party.

1.2 Hiring Party may engage Contractor to perform additional services, if agreed upon by the Parties (all services performed by Contractor hereunder shall be referred to as the "Services"). All Services will be performed to the best of the Contractor's abilities in accordance with generally accepted professional standards and in an expeditious and economical manner. Contractor agrees that Contractor shall submit any and all documentation and/or files as required by the Hiring Party in connection with the services (i.e., identification, tax forms, etc.).

1.3 The Contractor's schedule shall be as follows: Contractor shall render Services as required for the successful operation of the Amazon store. The Contractor's schedule shall be subject to Contractor's availability provided the Amazon store is operating successfully and tasks associated with the management of the Amazon store are completed on a timely basis as needed.

2. RELATIONSHIP OF PARTIES.

Contractor acknowledges that Contractor's Services are being provided as an independent contractor, and that nothing in this Agreement shall create an employer-employee, partnership or joint venture relationship between Contractor and Hiring Party. Contractor further acknowledges that Contractor will be under the control of Hiring Party only as to the results of the Services that Contractor performs under this Agreement, and not as to the means by which such results are accomplished. Contractor shall have no claim against Hiring Party under this Agreement or otherwise for workers' compensation insurance, unemployment insurance or compensation, paid time off, vacation time, vacation pay, sick leave, stock options, stock benefits or other ownership rights, retirement benefits, health or life insurance, social security benefits, disability insurance benefits or any other employee benefit. Contractor and Hiring Party understand that the Services are not the exclusive activity of Contractor, and that Contractor may undertake other business activities during the term of this Agreement that are not in conflict with Contractor's Services to Hiring Party.

3. TERM.

The Parties agree that the term of this Agreement shall begin as of [PROJECT START DATE] and shall be effective for an initial term of one (1) month (the "Initial Term"). The Agreement shall renew automatically for subsequent one (1) month renewal terms (each a "Renewal Term") until terminated in accordance with the terms of Paragraph Four (4) of the Agreement.

3.1 Survival. Contractor's obligations under Sections Seven (7), Eight (8), Nine (9) and Ten (10) shall survive the termination of this Agreement.

4. TERMINATION.

Contractor may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice. Hiring Party may terminate this Agreement, at any time, with or without cause, immediately upon written notice. Upon any such termination, Contractor will deliver to Hiring Party all Materials (as defined below) in their current state of completion. Contractor understands and agrees that if this Agreement is terminated by Contractor pursuant to this Section 4, Contractor will have no right to any compensation other than undisputed compensation for Services that Contractor has already performed, and for which Contractor has not been paid, at the time of such termination. Thereafter, Hiring Party shall have no further obligations to Contractor under this Agreement.

5. PAYMENTS.

Payment for the Services will be made on the following basis:

5.1 Contractor Compensation. As compensation for the Services rendered by the Contractor pursuant to this Agreement, Contractor shall be paid as follows: [PAYMENT TERMS]

5.2 No Withholding. Contractor acknowledges and agrees that Contractor is solely responsible for payment of Contractor's taxes incurred in connection with any compensation received hereunder. Contractor acknowledges that Hiring Party shall not withhold on Contractor's behalf any sums for any applicable tax.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1 To the extent applicable, Contractor agrees that the results and proceeds of Contractor's Services and all work product resulting therefrom, including videos, ideas, concepts, writings, images, artwork, designs, formats, the Amazon store and all files, data, materials, manuals, design notes and other items and documentation (related thereto or associated therewith) and all other materials, written or oral, which Contractor has created for or submitted to Hiring Party at any time, whether past, present or future in connection with the Services or Hiring Party's business (collectively, the "Materials") are "works-made-for-hire" (as defined in the United States Copyright Act of 1976, as amended) for Hiring Party. As "works-made-for-hire," Contractor agrees that Hiring Party shall be deemed the author of the Materials and the sole and exclusive owner of all right, title and interest in the Materials, including all copyrights therein, and all derivative works thereof, throughout the universe in perpetuity. Contractor also expressly waives any and all so-called "moral rights" or any similar rights or principles of law which Contractor may now or later have in the Materials throughout the world. Hiring Party shall have the right to utilize (or not utilize) the Materials in such manner as Hiring Party, in its sole discretion, shall determine, with the right to make such changes in and uses of the Materials as it may choose and the right to exploit the Materials by any and all means, in any and all media, whether now known or hereafter devised, throughout the universe in perpetuity.

6.2 To the extent, if any, that the Materials are not deemed "works-made-for-hire" under the United States Copyright Act of 1976, as amended, and/or involve rights other than copyrights, and/or Contractor owns or controls any rights in the Materials, Contractor irrevocably and unconditionally grants, transfers, assigns, quitclaims and sets over to Hiring Party all rights of every kind and nature in and to the Materials, including without limitation all copyrights, trademarks, patents, intangible property rights, and all other property or intellectual property rights, throughout the universe in perpetuity. Contractor hereby waives any and all rights known as "moral rights" and any similar rights which Contractor may have in connection with the Materials.

6.3 All Services shall be performed by Contractor, employees of Contractor or independent contractors of Contractor who have entered into or will enter into agreements providing that such Services are being provided on a "work for hire" basis and/or containing any such other provisions as necessary to fully vest ownership of all intellectual property rights in the Materials to Hiring Party in accordance with Section 6.1 above and to comply with all confidentiality and non-disclosure obligations of Contractor hereunder.

6.4 Nothing herein shall grant Contractor any rights in or to any intellectual property owned or controlled by Hiring Party ("Hiring Party IP"), including any and all of Hiring Party's ideas, concepts, writings, images, artwork, designs, formats, software, business models, trade secrets, copyrights, patents or trademarks, other than the right to incorporate such Hiring Party IP into the Materials, if necessary.

7. CONFIDENTIALITY.

7.1 Confidential Information. The term "Confidential Information" as used in this Agreement shall mean any data or information that is competitively sensitive material and/or not generally known to the public and/or information containing information regarding any client and/or potential client of Hiring Party. Any and all source code developed by Contractor for Hiring Party shall also be considered Confidential Information for purposes of this Agreement.

7.2 Treatment of Confidential Information. In consideration of the disclosure of proprietary information by Hiring Party, Contractor hereby agrees: (a) to hold the proprietary information in strict confidence and to take all reasonable precautions to protect such information (including, without limitation, all precautions the Contractor employs with respect to its own confidential materials); (b) not to disclose any such proprietary information or any information derived therefrom to any third-party individual and/or entity; (c) not to make any use whatsoever at any time of such proprietary information except to utilize such information in accordance with its engagement with Hiring Party; and (d) not to copy any such proprietary information in any manner whatsoever.

7.3 Return of Materials. Immediately upon the written request by the Hiring Party at any time, the Contractor will return to the Hiring Party all proprietary information and all documents and/or media containing any such proprietary information and any and all copies or extracts thereof (collectively the "Materials"), whether created by Contractor or not, save that where such proprietary information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate. Contractor acknowledges and agrees that it shall delete any and all copes of any source code created by Contractor for Hiring Party after submitting such source code to Hiring Party and Hiring Party confirming receipt of such source code.

7.4 Survival of Contractor's Confidentiality Obligations. The obligations of this Section 7 with respect to Confidential Information shall be in effect during the term of this Agreement and shall continue indefinitely after the termination of this Agreement.

8. REPRESENTATIONS, WARRANTIES & INDEMNITIES.

Contractor represents and warrants that: (a) Contractor has the right to enter into this Agreement and grant the rights granted herein; (b) Contractor is the sole author of Materials and sole owner of all rights thereto; (c) no third parties contributed to the creation of the Materials; (d) the Materials are original and are not derived from or based upon any other works created by Contractor or any third party (other than the materials provided to Contractor by Hiring Party); (e) the Materials do not and will not violate any intellectual property or other right of any third party; (f) there has not been a claim or litigation about the Materials; and (g) Contractor will comply with all applicable laws, rules and regulations relating to the Services, including those regarding safety and required licenses and permits. Contractor agrees to indemnify, defend and hold Hiring Party, its licensees, successors and assigns harmless from and against any and all claims, damages, costs, expenses, losses or liabilities (including, without limitation, attorneys' fees and costs, whether or not litigation is commenced) that may be asserted against or incurred by or imposed upon them at any time arising out of any breach of Contractor's representations, warranties, agreements and/or covenants in this Agreement or (ii) Contractor's fraud, negligence or intentional misconduct. This indemnification includes, without limitation, any loss incurred by Hiring Party as a result of Contractor, or any person or entity engaged or employed by Contractor, breaching any obligation of confidentiality in violation of Section 7 herein or claiming ownership of Pre-Existing Works in violation of Section 6 herein.

9. NON-COMPETE COVENANT.

During the term of this Agreement and for a period of twenty-four (24) months after the expiration or termination of this Agreement for any reason, Contractor agrees that it shall not: (a) offer services to any third party individual and/or entity utilizing information and processes that are unique to Hiring Party and/or Hiring Party's operations; (b) directly or indirectly induce by any means any customers or clients of Hiring Party to patronize any similar business; (c) directly or indirectly request or advise by any means any customer or client of Hiring Party to withdraw, curtail, or cancel such customer's or client's business with Hiring Party; or (d) directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of Hiring Party.

10. NON-SOLICITATION COVENANT.

Contractor acknowledges that in order to effectuate the promise to hold Confidential Information in trust for Hiring Party, it is necessary to enter into the following non-solicitation covenant. As such, Contractor agrees that during the effective term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, for whatever reason, Contractor shall not, directly or indirectly, without written approval of Hiring Party, solicit or induce, or attempt to solicit or induce, any current employee, contractor, customer and/or client of Hiring Party to alter, leave, or cease their relationship with Hiring Party for any reason whatsoever.

11. SURVIVAL.

Contractor's obligations under Sections Six (6), Seven (7), Eight (8), Nine (9) and Ten (10) shall survive the termination of this Agreement.

12. GOVERNING LAW.

This Agreement shall be construed in accordance with, and governed by, the laws of the United States of America

13. ENTIRE AGREEMENT.

This Agreement constitutes the entire and complete understanding between Contractor and Hiring Party concerning the subject matter contained herein. All prior and contemporaneous representations, agreements, arrangements and understandings between or among Contractor and representatives of Hiring Party, whether oral or written, have been fully and completely merged herein and are fully superseded by this Agreement.

14. ASSIGNMENT.

Contractor may not transfer or assign this Agreement or its rights or obligations under this Agreement without the prior written consent of Hiring Party which may be withheld in Hiring Party's sole discretion. Hiring Party may assign, transfer, delegate and/or grant all or any part of its rights pursuant to this Agreement to any person or entity. Subject to the foregoing sentences, this Agreement will be binding upon and inure to the benefit of the Parties, its successors and assigns.

15. AMENDMENT & WAIVER.

This Agreement and any of the terms herein may be amended, supplemented, waived or modified only through an express written instrument signed by both Contractor and Hiring Party. Neither the waiver by either of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder.

16. SEVERABILITY.

Should any provision(s) of this Agreement for any reason be declared invalid, void or unenforceable by arbitration or a court of competent jurisdiction, such adjudication shall in no way affect any other provision(s) of this Agreement or the validity or enforcement of the remainder of this Agreement, and the provision(s) affected shall be curtailed only to the extent necessary to bring the Agreement within the applicable requirements of the law.

17. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission by .PDF or otherwise shall be considered valid, binding and effective for all purposes.

18. REASONABLENESS OF RESTRICTIONS.

Contractor acknowledges and recognizes the highly competitive nature of the Hiring Party's business, that access to Confidential Information renders Contractor special and unique within Hiring Party's industry, and that Contractor will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of Hiring Party during the course of and as a result of Contractor's engagement with Hiring Party. In light of the foregoing, Contractor recognizes and acknowledges that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of Hiring Party. Contractor acknowledges further that the restrictions and limitations set forth in this Agreement will not materially interfere with Contractor's ability to earn a living without violating such restrictions is a material condition to Contractor's engagement with Hiring Party.

IN WITNESS WHEREOF, the Parties have executed this Virtual Assistant Services Agreement as of the date first written above.

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