CONSULTING AGREEMENT

 This Consulting Agreement is made upon the date of purchase, between the purchaser, and Lia Garvin Consulting, a California limited liability company (Consultant) Company desires to retain Consultant as an independent contractor to perform consulting services for Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, Company and Consultant (collectively, the Parties) agree as follows:

1.  Consulting Agreement. During the term of this agreement, Consultant will provide services as a Consultant (the “Services”) to Company as described on Exhibit A attached to this Agreement.
2.   
   •  Consulting Fee. As compensation to Consultant for such Services, Company shall pay Consultant a consulting fee of $15,000 for 6-sessions or $12,000 for VIP Day. The payment specified herein shall be due and payable to Consultant upon signing the contract to lock in the date of the first session.
   •  Reimbursable Expenses. Company agrees to reimburse Consultant, upon receipt of suitable documentation, for reasonable and necessary travel and other expenses that Consultant may incur at the specific request of Company in connection with performing the Services pursuant to this Agreement.
   •    Consultant is an independent contractor and not an employee of the Company, and as such will not be entitled to benefits provided to current Company employees, including but not limited to health insurance and pension benefits.
   •    Payment to be made via ACH/bank transfer or Stripe.
3.  Length of Agreement. This Agreement shall be in effect for the period commencing the date of purchase and ending 6 months after such commencement date (the Term), subject to earlier termination as described in Paragraph 4 below.
4.  Termination of Agreement.
   •  Mutual Consent. This Agreement may be terminated at any time by mutual consent of the Parties.
   •  Termination for Material Breach. This Agreement may be terminated at any time by either Party upon material breach by the other Party.
   •  Termination for Convenience. Consultant may terminate this Agreement at any time with thirty (30) days’ prior written notice. Any fees that have not been paid will due and owing to Consultant at time of termination.
   •    As we will hit the ground running with the content, once purchased, this program is nonrefundable.
5.  Confidential Information.
   •  Definition of Confidential Information. Confidential Information as used in this Agreement shall mean any and all information of Company, whether in writing or not, including but not limited to, all data, compilations, summaries, programs, devices, strategies, or methods concerning or related to:
     • Company's finances, financial condition, results of operations, employee relations, and any other data or information relating to internal affairs and policies of Company
     • Company's marketing and business plans, future plans, concepts, competitive strategies, pricing, margins, designs, models, apparatus
     • Customer and suppliers lists and the identities and business preferences of Company's actual and prospective customers and suppliers
     • the terms and conditions of purchases, sales and offers regarding potential or actual projects contemplated or evaluated hereunder
     • the terms, conditions, and current status of Company's agreements and relationships with any customer, supplier, or business associate, affiliate or partner whether or not in writing
     • Company's trade secrets as defined by state and federal law, and/or as defined by the jurisdictions, whether foreign or domestic, in which Company operates
     • Company's pricing structure, including its costs, margins and mark-ups
     • any other information and knowledge with respect to all projects or plans of Company in any stage of development or evaluation by Company
     • any communication between Company and its officers, directors, employees, consultants and attorneys –and–
     • any other matter or thing, whether or not recorded on any medium by Company, from which Company may derive actual or potential economic value by virtue of it not being generally known to other persons or entities who might obtain any value from its disclosure or use or that gives Company an opportunity to obtain an advantage over its competitors who do not know of or use the same

Confidential Information does not include information that: (1) is or becomes part of the public domain other than as a result of disclosure by Consultant; (2) becomes available to Consultant on a non-confidential basis from a source other than Company, provided that source is not bound with respect to that information by a confidentiality agreement with Company or otherwise prohibited from transmitting that information by a contractual, legal or other obligation; (3) is compelled to be disclosed by public authority, or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of Company; or (4) can be proven by Consultant to have been in Consultant's possession prior to disclosure of the same by Company. Consultant shall have the burden of proving the applicability of any of the above exceptions.

•   The Parties acknowledge and agree that in the course of the provision of the Services, Consultant shall have access to and become acquainted with Confidential Information. Consultant agrees that, during the period of this Agreement with Company and at any time thereafter, except as required by Company, Consultant will not use, publish, disclose, appropriate or communicate, directly or indirectly, any Confidential Information. Consultant acknowledges and agrees that all Confidential Information is valuable proprietary information of Company, and that it is solely due to Consultant's services under this Agreement that Consultant has or will come into contact with the Confidential Information.

This Agreement (including but not limited to the foregoing provisions of Paragraph 5 is not intended to have, and shall not be construed as having, the effect of preventing Consultant at any time from being employed by, performing services for or engaging in any other business activity with any other business entity (whether or not a competitor of Company) in any executive, administrative or other capacity and/or using in such employment, services or business activity Consultant's professional, executive, administrative and managerial skills, abilities, know how, training and experience, without regard to when or in whose employment all or part of same may have been acquired; provided that in so doing, Consultant is prohibited from disclosing or using Confidential Information in violation of the foregoing provisions of Paragraph 5.

6.  Return of Company Documents and Property. Upon the expiration of the Term of the agreement provided in Paragraph 3 (or sooner if requested/demanded by Company in writing pursuant to Paragraph 4), Consultant shall return or destroy all records, documents, proposals, notes, lists, files and any and all other materials including, without limitations, computerized and/or electronic information, that refers, relates or otherwise pertains to Company, its parent and subsidiary corporations, their affiliates, and/or each of their respective officers, directors, shareholders, agents, employees, and successors or assigns, and any and all business dealings of said persons and entities (the Company Documents), to Company. In addition, upon the expiration of the Term of the agreement provided in Paragraph 3 (or sooner if requested/demanded by Company in writing pursuant to Paragraph 4), Consultant shall return to Company all property and equipment issued during the course of this relationship or that Consultant otherwise then-possesses (the Company Property) by delivering the Company Property to Company's offices in N/A. At the end of the Term, Consultant shall not retain any copies or duplicates of any of the Company Documents, nor shall Consultant retain any Company Property.
7.  Independent Contractor. It is understood and agreed that Consultant shall perform the Services as an independent contractor, and nothing herein shall be construed to be inconsistent with such relationship or status. This Agreement does not establish an employment, partnership, joint venture or agency relationship between Consultant and Company. Consultant is retained by Company only for the purposes and to the extent set forth in this Agreement for the performance of the Services. Consultant is not required to provide services exclusively to the Company and Consultant is free to undertake other engagements with other business entities in accordance with Paragraphs 5(b) above. Consultant shall be solely responsible for the performance of the Services, and, subject to the terms of this Agreement, shall have sole discretion and control to determine the method, details and means of performing the Services, subject to the specifications and limitations of Company. Company shall have no right to, and shall not, control the manner or determine the method of accomplishing the Services, but Company retains the right to control the overall objectives regarding the duties and/or work to be performed by Consultant pursuant hereto.
   •  Consultant hereby represents and warrants that Consultant is solely and exclusively responsible for paying all federal, state and/or local taxes and withholdings with respect to any fees Consultant receives as a result of the performance of the Services. In addition, Consultant represents and warrants that Consultant will comply with any other applicable statutory or contractual obligations, including but not limited to, workers' compensation insurance, health insurance, and unemployment insurance as part of Consultant's status as an independent business.
   •  Consultant shall not have authority to, nor shall Consultant represent itself as having such authority to, bind or incur any liabilities on behalf of Company nor shall Consultant hold itself out as an employee of Company or hold itself out as an agent of Company in any other manner, or for any other purpose, than is specifically prescribed in this Agreement.
   •  Consultant shall perform the Services at any place or location and at such times as Consultant shall determine, subject to the deadlines specified by Company. Consultant shall provide Consultant's own equipment to perform the Services and acknowledges that Consultant has the required equipment, skills, facilities and tools for the performance of the Services.
8.    Company agrees that Company will be totally responsible for and indemnify Consultant completely for any and all personal injury to third parties and tangible property, personal or realty, of third parties caused by Company's negligence or willful misconduct in performance of its obligations under this Agreement.

Consultant agrees that Consultant will be totally responsible for and indemnify Company completely for any and all personal injury to third parties and tangible property, personal or realty, of third parties caused by Consultant's negligence or willful misconduct in performing the Services.

9.    Company and Consultant shall at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as applicable to Consultant's performance or services under this Agreement.
10.  Assignments and Subcontractors. This Agreement, and all duties and obligations herein, are personal in nature, and neither Consultant nor Company shall assign or subcontract all or any part of this Agreement without the prior written consent of the other party.
11.  Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the services to be performed by Consultant under this Agreement.
12.    None of the provisions of this Agreement may be waived, changed or altered except by an instrument in writing signed by both Parties.
13.  Governing Law. This Agreement and all matters relating to the meaning, validity or enforceability thereof and the performance of services hereunder shall be governed by the laws of the State of California.

Services:

• 30-min kickoff to talk about where you are feeling the most stuck as a business owner/CEO (optional)
• 4 hour deep dive to discuss how we want to approach each of the 6 pillars
• Fully built out (by Lia) Ops Playbook to implement on your team
• 60-min refinement conversation after delivery of the playbook to make any changes and discuss implementation