THIS AGREEMENT (the "Agreement") by and between Content Supply, LLC, a licensed company of Colorado state (the “Contractor”) and the "Client” in connection with the development, strategy and creation of certain media content. In consideration of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Services: The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services") identified on the Client’s Proposal, or Statement of Work. The Services will also include such other tasks which the Parties may agree on from time to time by executing a supplemental Statement of Work. Term of Agreement; Termination: The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until terminated by Client or Contractor, whereupon the Parties shall confer regarding adjustments to the services, objectives, deliverables and fees before entering into a new agreement. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least fifteen (15) days' written notice to the other Party. Notwithstanding the foregoing, in the event that either Party breaches a material provision of this Agreement, the non-defaulting Party may terminate the Agreement immediately upon written notice and may seek damages, including indemnification for reasonable and proven losses. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement. Payment for all services rendered prior to termination shall be due within fifteen (15) days of termination. In the event of termination by either Party, a refund may be issued as outlined in the Refund and Cancellation Policy below. Fees: For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor as follows: The “Service Fee” as agreed on as outlined below. The “Service Fee” is payable subject to the terms of the relevant invoice, by automated ACH bank transfer or credit card. 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. The services must be paid in full or in monthly installments regardless of any direct ROI generated by our services. Any intentional delay of invoice payments will result in a pause of services until payment is received. Additional (and often optional) fees NOT INCLUDED in our standard service investment include: Production Location Rentals Paid Actors or Spokespeople Content Revisions (beyond the standard allotment of 3 revisions rounds) Payment Authorization and Late Fees: To keep projects moving forward without delay, Client authorizes Content Supply, LLC (“Contractor”) to securely store and charge Client’s credit card, debit card, ACH, or other payment method on file for all fees and charges due under this Agreement. If a scheduled payment is missed—whether intentionally or unintentionally—Contractor may process the full outstanding balance to the payment method on file to prevent disruption of services. Any balance not resolved within ten (10) days of the due date may accrue a late fee of 1.5% per month (or the maximum amount allowed by law, whichever is less) until paid in full. Client will also be responsible for reasonable collection costs, including attorney’s fees, incurred by Contractor in recovering past due amounts. Reimbursement of Expenses: All project expenses are included in the Service Fee. Notwithstanding the foregoing, however, from time to time, the Contractor may determine that an additional expense may be necessary or advisable. In such an event, the Contractor shall submit a detailed proposal outlining the request for such additional funds, such additional expenses shall be subject to Client’s prior written approval. Timeline: Timelines vary based on the type of service Clients enroll in and any custom timelines will be clearly communicated during each step of the process Our full-service course creation solutions often require 16 weeks, from start to finish, to successfully develop, create and launch a new online course business, product, website, etc. Naturally, if Clients enroll in one of our individual or bundled course creation services (not full-service) then that timeline is shorter. Other factors may contribute to a shorter or longer launch service timeline. Upon completion of our full-service then we offer optional continuity services under a new contract or services agreement. These additional services often relate to continued marketing and promotion services to increase sales. Clients may also want new courses, websites or other materials created. Guarantee: We often see a 10x return on your investment with our services in the initial 3-6 months. However, we offer no guarantees and do not promise actual revenue growth. There are different factors that contribute to the success of your new product or marketing efforts with us like market demand, target audience, existing audience size, messaging, etc. We'll address all of those factors and do our best to ensure you see the best ROI possible. The ultimate success of your business is your responsibility but we'll ensure our team, processes, and strategies will guide you to your desired success! Non-Solicitation: The Parties understand and agree that any attempt to induce the other Party’s employees or service providers to leave such Party’s employ, or any effort by a Party. to interfere with the other’s relationship with its employees or other service providers would be harmful and damaging. Therefore, during the term of this Agreement and for a period of two (2) years after the expiration or termination of this Agreement, Neither Party shall in any way directly or indirectly: (i) induce or attempt to induce any employee or service provider of the other Party to quit employment or retainer with such Party; (ii) otherwise interfere with or disrupt the other Party’s relationship with its employees or other service providers; (iii) discuss employment opportunities or provide information about competitive employment to any of the other Party’s employees or other service providers; or (iv) solicit, entice, or hire away any employee or other service provider of the other Party. Ownership of Materials and Intellectual Property: All intellectual property and related materials (the "Intellectual Property"), including any related work in progress that is developed or produced under this Agreement, will, following payment in full of all fees and expenses due pursuant to this agreement be deemed the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. For IP related materials, the client or subject matter expert is the primary expert so they must be involved in the scripting and content finalization process for review and approval to ensure accuracy of information and preferred brand voice. No Joint Venture: The Parties to this Agreement are independent contractors. This Agreement does not create a partnership or joint venture. Notices: All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement at the addresses first listed above, or to such other addresses as the Parties may from time to time notify the other in writing. Indemnification: Each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification shall include without limitation any claims of infringement of any intellectual property rights of any third party and will survive the termination of this Agreement. Approvals/Revisions: Raw Footage Limit: For any service that includes video editing, each tier includes up to a specified number of hours of raw footage provided by the Client for editing, as outlined in the applicable Proposal or Statement of Work. Any raw footage provided beyond the included limit will incur additional editing charges at the rate of $500–$800 per additional edited hour, billed separately. The Contractor reserves the right to determine whether additional raw footage exceeds the agreed tier limits and will notify the Client before incurring extra charges. Revisions: Client shall have the right of approval of all content prepared pursuant to this Agreement. Each service deliverable includes up to three (3) rounds of revisions unless otherwise stated in the applicable Proposal or Statement of Work. Revisions are defined as reasonable changes to existing work based on Client feedback, not entirely new concepts, additional deliverables, or changes outside the original agreed scope. Additional revisions beyond the included allotment will be billed at $200/hour and may affect the project timeline. Such content revision notes may be submitted through Contractor’s content review and approval platform, (i.e., Google Drive, Frame.io) Confidentiality: During the course of this Agreement, the Parties may disclose to the other certain information which is confidential to the disclosing Party. Provided that the disclosing Party informs the receiving Party that the information is Confidential Information, each Party will hold the other party’s Confidential Information in confidence, will not disclose it to other parties and will only use it for the purposes contemplated by this Agreement. The obligations of a party under this Agreement shall in no event apply to Information which: (a) is or becomes known to the general public (except as a result of a breach by the receiving Party under this Agreement); or (b) was in the receiving Party's possession or known by the receiving Party prior to its receipt from the disclosing Party; or (c) becomes available or is disclosed to the receiving Party through or by a third party to the recipient’s best knowledge is under no obligation to keep such information confidential. Refund and Cancellation Policy The Parties agree to the following terms regarding cancellation, refunds, and disputes: Refund Eligibility: If the Client notifies the Contractor in writing of a cancellation or termination of services, the Client may be eligible for a partial refund of fees already paid, based on: The percentage of services already completed and delivered, The overall satisfaction of the agreed-upon service deliverables at the time of cancellation. Calculation of Refund: Refunds will be calculated by the Contractor in good faith and proportionally based on: Work completed to date (including internal planning, meetings, strategy, asset creation, and deliverables), Out-of-pocket expenses incurred, and Any third-party or subcontractor commitments made in reliance on this Agreement. No Refund for Fully Rendered Services: No refunds will be issued for services or deliverables that have already been completed, approved, or delivered to the Client. Disputes Over Work Satisfaction: If the Client believes that services were not performed as agreed or did not receive the expected quality, the Client must submit a written notice of concern within ten (10) business days of receiving the deliverable in question. The Contractor will make a good faith effort to resolve the concern, including reasonable revisions or modifications if warranted. Non-Delivery Protections: In the unlikely event that the Contractor fails to deliver any services or provide reasonable communication for more than thirty (30) days without notice or explanation, the Client will be entitled to a full refund for any amounts paid for undelivered services. Final Dispute Resolution: Should any refund or dispute remain unresolved after internal attempts at negotiation, both Parties agree to submit the matter to binding arbitration as outlined in the Dispute Resolution section of this Agreement. This policy is designed to provide transparency, fairness, and peace of mind for both Parties. Governing Law: This Agreement is made and will be performed within the State of Colorado, and shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of such state, without regard to the jurisdiction in which any action or special proceeding may be instituted. Dispute Resolution: Any claim or controversy arising out of this Agreement shall be resolved by way of negotiation. If negotiation is not successful in resolving all disputes arising out of this agreement, those unresolved disputes shall be submitted to final and binding arbitration under the rules of the American Arbitration Association. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of Colorado. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. Modification of Agreement: Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party. Time of the Essence: Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Assignment: Neither of the Parties may assign this Agreement without the prior, written consent of the other, any assignment made without such consent shall be null and void. Entire Agreement: This constitutes the entire agreement of the parties, and it is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. Enurement: This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Titles/Headings: Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Severability: In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver: The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal.