THIS GENERAL SERVICE AGREEMENT (the “Agreement”) is dated this ______ day of _______ , 2022.

Client

(the “Client”)

Name: _____________________

                                                                                         Address: ___________________

Email address: _______________

                                                                                         Phone: ___________

ISSUE WITH PC? (BE SPECIFIC, INCLUDING WHAT STEPS YOU HAVE TAKE TO ATTEMEPT TO FIX)

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Contractor

Nerdy Ape Gaming

4315 Commerce Drive STE 440-165, Lafayette, Indiana, 47905

(the “Contractor”)

1. BACKGROUND

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

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

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

Nerdy Ape Gaming Will Be Performing The Service of

“Diagnostics”

The Services will also include any other tasks which the Parties may agree on.

NerdyApeGaming will Perform the services above in attempt to Get the PC to a point of either WORKING, NEEDS REPAIR, NEEDS NEW COMPONENT OR INCOMPATABLE PARTS/COMPONENTS

The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

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 may be extended with Verbal or written consent of the Parties.

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

Compensation

The Contractor will charge the Client a flat fee of $150.00 for the Services (the “Compensation”).

If any other fees are added the fees will be discussed prior to work being completed, the Contractor will invoice the Client when the Services are complete.

If it is decided that New PARTS/COMPONENTS are needed, The Products will be supplied by Nerdy Ape Gaming at the CLIENTS expense.

Products may not be on hand but instead will need to be delivered from Nerdy Ape Gaming’s Warehouse which could result in 2-5 Business day Shipping (Product Cost and Shipping Cost will be at Clients Expense which will be required to be handled prior to parts being ordered)

Invoices submitted by the Contractor to the Client are due upon receipt.

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 Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Interest on Late Payments

Interest payable on any overdue amounts under this Agreement is charged at a rate of 10% of Charge Per Day.

Confidentiality

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

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 and will survive indefinitely upon termination of this Agreement.

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

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.

The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Return of Property

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Note: If the balance is remaining, The Build and Parts will be held up to 45 days.

If after 45 Days And there has been no arrangement or payments made after the completion and then be considered The property of Nerdy Ape Gaming with no payments or expenses to be made from Nerdy Ape Gaming To The Client.

Capacity/Independent Contractor

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.

The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term.

The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

Right of Substitution

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that the Contractor hires a sub-contractor:

the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

1. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

Autonomy

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement.

The Contractor will work autonomously and not at the direction of the Client.

However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

Equipment

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement. Besides any parts needed in replacement or repair

No Exclusivity

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notice

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 at the following addresses:

NERDY APE GAMING

4315 COMMERCE DRIVE STE 440-165

LAFAYETTE IN, 47905

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, 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 directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on

this ________ day of _____________

______________________ (Client)                          Nerdy Ape Gaming Per:  JAY QUEST__________________________