A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. 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 Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Services Provided 1. The Client hereby agrees to engage the Contractor to provide the Client with services (the "Services") consisting of: o Design and Build a mobile application for iPhone, Android, and other mobile operating systems. 2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client. Term of Agreement 3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties. 4. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages. Performance 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. Currency 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). Compensation 7. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor of a fixed amount set forth by both parties. 8. A deposit of at least 50% (the "Deposit") will be payable by the Client. If the total amount owed is under $150 the total amount will be required to commence service(s). 9. For the remaining amount, the client will be invoiced after the work is complete if the total amount is over $150. 10. Invoices submitted by the Contractor to the Client are due within 14 days of receipt. 11. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. Reimbursement of Expenses 12. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services under this Agreement. 13. All expenses must be pre-approved by the Client. Penalties for Late Payment 14. Any late payments will trigger a fee of 25.00% per month on the amount still owing. Confidentiality 15. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 16. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. 17. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. Ownership of Intellectual Property 18. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property. 19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. Capacity/Independent Contractor 20. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Refunds 21. There are no cash refunds on deposits. Service credit may be issued in some circumstances. Living Hebrew LLC's employees may issue any amount of service credit at his/her discretion. Dispute Resolution 22. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. 23. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Georgia. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Georgia. *Living Hebrew LLC's policies and procedures can be changed or updated at any time without prior notice to you.

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