Compensation Agreement
Consultant Name: JOSHUA A HUGHES

Effective Date: *
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THIS AGREEMENT is made by and between *
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and its successors or assignees ("Client") and the undersigned JOSHUA A HUGHES (the "Consultant").

NOW, THEREFORE, pursuant to the terms stated herewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, We hereby agree as follows:

1. TERM OF THE AGREEMENT.

This Agreement will commence on the Effective Date and will continue in effect until the “Project” (as defined elsewhere) is completed and both parties have fulfilled all obligations to all each other according to the terms of all agreements ("Term"). Either party may notify the other party of their intent to cancel this agreement with fifteen (15) days prior written notice to the other party.

2. COMPENSATION.

Client agrees to pay Consultant a “Project fee” in exchange for the completion of the specific “Project” as defined in separate quote or correspondence. Funds for Project are to be paid to Consultant in the following manner: 50% at Project start, with the Project balance due at Project completion. The final invoice may fluctuate within a +/­ 15% range of the initial invoice amount to account for any minor or unforeseen project issues or changes.

Client agrees to pay Consultant an “hourly fee” in the amount of $65 per hour for any additional offsite services rendered under this Agreement but outside the scope of the Project. Consultant will provide Client with an invoice for all services rendered. Each invoice will show the number of hours and type of service performed on Client's behalf during the invoice period. Each invoice is due and payable immediately as tendered.

All onsite services incur travel time to site. Timely reimbursement shall be made for any relevant business expenses that are accrued by Consultant for rendering either onsite or offsite services to Client under this Agreement.

Client agrees to make due diligence to pay Consultant without delay for all services rendered under the terms of this Agreement. Payment shall be made so Consultant receives full payment of any outstanding balance as soon as possible. Client acknowledges that Consultant does not offer credit terms; all invoices are due upon receipt and any accounts with unpaid balances will incur a two and one­-half percent (2.5%) late fee after 15 days past due and every 30 days, thereafter.

In addition to any other right and remedy provided by law, if Client fails to pay for the Services when due, Consultant has the option to treat such failure to pay as a material breach of this Agreement and all subsequent agreements, and may immediately terminate this Agreement and all subsequent agreements and/or seek legal remedies and/or terminate services already rendered under this Agreement and all relevant and subsequent agreements.

3. INDEPENDENT CONSULTANT RELATIONSHIP.

Consultant's relationship with Client will be that of an independent consultant and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Consultant will set its own working hours and utilize its own equipment and facilities in connection with providing Services to Client. Consultant is not the agent of Client and is not authorized to make any representation, contract, or commitment on behalf of Client.

Consultant will not be entitled to any of the benefits which Client may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Consultant's performance of services and receipt of fees under this Agreement.

Client will regularly report amounts paid to Consultant by filing Form 1099-­MISC with the Internal Revenue Service as required by law. Because Consultant is an independent consultant, Client will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker's compensation insurance on Consultant's behalf. Consultant agrees to accept exclusive liability for complying with all applicable state and federal laws governing self­-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Consultant. Consultant hereby agrees to indemnify and defend Client against any and all such taxes or contributions, including penalties and interest.

Consultant is free to enter any contract to provide services to other business entities, except any contract which would induce Consultant to violate this Agreement or any non-­competition agreement to which Consultant is a party in connection with the Transaction.

4. GOVERNING LAW.

This Agreement will be governed and construed in accordance with the laws of the State of California as applied to transactions taking place wholly within California between California residents and entities.

5. SEVERABILITY.

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or un­enforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

6. INJUNCTIVE RELIEF.

A breach of any of the promises or agreements contained in Section 5 of this Agreement may result in irreparable and continuing damage to Client for which there may be no adequate remedy at law, and Client is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate.

7. ENTIRE AGREEMENT; WAIVER OF SEVERANCE.

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof (TERMS, COMPENSATION, RELATIONSHIP) and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The terms of this Agreement and any subsequent and relevant agreements undertaken between both parties will govern all services undertaken by Consultant for Client.

IN WITNESS WHEREOF, the parties have caused this Terms & Compensation Agreement to be executed by their duly authorized representative.

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