1. Ownership of Work Product. As a result of this Agreement, the
   Service Provider will create specific deliverables, which shall
   be referred to as “Work Product”, including, but not limited
   to, documents, presentations, reports and the like, physical
   and/or electronic. All Work Product shall be owned by the
   Client. The Service Provider does not maintain any rights to
   this Work Product and shall turn over all Work Product upon the
   termination of this Contract.

2. Term. This Contract shall commence upon the Effective Date, as
   stated above, and will continue until agreed upon date.

3. Service Provider Relationship. The Parties agree that the
   Service Provider is providing the Services under this Contract
   and acting as an independent contractor and not as an
   employee. This Contract does not create a partnership, joint
   venture, or any other fiduciary relationship between the Client
   and the Service Provider.

4. Confidentiality. During the course of this Contract, it may be
   necessary for the Client to share proprietary information,
   including trade secrets, industry knowledge, and other
   confidential information, to the Service Provider in order for
   the Service Provider to complete the Services. The Service
   Provider will not share any of this proprietary information at
   any time. The Service Provider also will not use any of this
   proprietary information for the Service Provider’s personal
   benefit at any time. This section remains in full force and
   effect even after termination of the Contract by it’s natural
   termination or the early termination by either Party.

5. Termination. This Contract may be terminated at any time by
   either Party upon written notice to the other Party. The Client
   will be responsible for payment of all Services performed up to
   the date of termination, except for in the case of the Service
   Provider’s breach of this Contract, where the Service Provider
   fails to cure such breach upon reasonable notice.

6. Upon termination of the Contract, the Service Provider shall
   return all the Client’s content, materials, and all Work
   Product to the Client at its earliest convenience, but in no
   event beyond thirty (30) days after the date of termination.

7. Representations and Warranties. Both Parties represent that
   they are fully authorized to enter into this Contract. The
   performance and obligations of either Party will not violate or
   infringe upon the rights of any third party or violate any
   other agreement between the Parties, individually, and any
   other person, organization, or business or any law or
   governmental regulation.

8. Indemnity. The Parties each agree to indemnify and hold
   harmless the other Party, 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 the negligence
   of or breach of this Contract by the indemnifying Party, its
   respective successors and assigns that occurs in connection
   with this Contract. This section remains in full force and
   effect even after termination of the Contract by its natural
   termination or the early termination by either Party.

9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER
   PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY
   DAMAGES RESULTING FROM ANY PART OF THIS CONTRACT SUCH AS, BUT
   NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST
   BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT
   RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR
   BREACH.

10. Disclaimer of Warranties. The Service Provider shall complete
    the Services for the Client’s purposes and to the Client’s
    specifications. THE SERVICE PROVIDER DOES NOT REPRESENT OR
    WARRANT THAT SUCH SERVICES WILL CREATE ANY ADDITIONAL PROFITS,
    SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE SERVICE
    PROVIDER HAS NO RESPONSIBILITY TO THE CLIENT IF THE
    DELIVERABLES DO NOT LEAD TO THE CLIENT’S DESIRED RESULT(S).

11. Severability. In the event any provision of this Contract is
    deemed invalid or unenforceable, in whole or in part, that
    part shall be severed from the remainder of the Contract and
    all other provisions should continue in full force and effect
    as valid and enforceable.

12. Waiver. The failure by either Party to exercise any right,
    power, or privilege under the terms of this Contract will not
    be construed as a waiver of any subsequent or future exercise
    of that right, power, or privilege or the exercise of any
    other right, power, or privilege.

13. Legal Fees. In the event of a dispute resulting in legal
    action, the successful Party will be entitled to its legal
    fees, including, but not limited to its attorneys’ fees.

14. Legal and Binding Contract. This Contract is legal and binding
    between the Parties as stated above. This Contract may be
    entered into and is legal and binding both in the United
    States and throughout Europe. The Parties each represent that
    they have the authority to enter into this Contract.

15. Governing Law and Jurisdiction. The Parties agree that this
    Contract shall be governed by the State and/or Country in
    which both Parties do business. In the event that the Parties
    do business in different States and/or Countries, this
    Contract shall be governed by Indian law.

16. Entire Agreement. The Parties acknowledge and agree that this
    Contract represents the entire agreement between the
    Parties. In the event that the Parties desire to change, add,
    or otherwise modify any terms, they shall do so in writing to
    be signed by both parties.