1. EMPLOYMENT OF AGENT

a. By this Agreement, Client hires and appoints Agency as its, authorized agent to execute agreed upon services

set forth in approved Purchase Order(s), Scopes of Work (SOW), Approved Proposals or other communication

format as provided in the Agency’s normal course of business.

b. Agency shall represent Client with respect to Client’s marketing efforts and to subscribe for the use of

Agency’s portals, platforms, sites and communications subject to the terms of this Agreement, as described

below, for a term (“Term”) as described in Purchase Order(s), Scopes of Work (SOW), Approved Proposals or

other communications, attached to this Agreement and incorporated by reference. This shall extend to

subscriptions and 3rd Party purchases for the minimum duration outlined in the specific use cases.

c. Agency will provide Client with the services described within. In the event the Client requests Agency to

perform additional services beyond what is specifically documented in an approved Purchase Order(s), Scopes of

Work (SOW), Approved Proposals or other communication format, Agency and Client will negotiate in good faith

with respect to the terms, conditions, and compensation for such additional services. Any agreement for

additional services will be reduced to writing in the form of Purchase Order(s), Scopes of Work (SOW), Approved

Proposals or other communications, and considered activity on the account and an addendum to this Agreement.

d. The Agency may create as a paid service from the Client, the creation of new, original ads, content, graphics,

custom digital solutions and official related services as outlined in approved work orders. The Agency will store

Client files as official reference files in-house at which time, the files shall become the shared proprietary content

of both the Client and the Agency and may be used by the Client.

e. The Client shall submit to the Agency advertising materials, files, and creative content to be used by the

Agency which shall meet Agencies Uniform Advertising Specifications set forth and described herein.

This may include but not be limited to: Logins, Passwords, Admin Credentials, etc.

f. In addition to the Services to be provided, Agency will, for purposes of Client’s work order, maintain

marketing, data organization and management, creative, graphic and software connectivity development

services offered only through the Ignite-Approved software, third party software and Agency

services/representations as outlined herein.

g. The Agency reserves onto its own discretion, all decisions and matters concerning placement of the Client’s

advertising on Ignite’s customer-facing digital assets, platforms and communications.

h. With respect to the placing of any advertising or marketing with Advertising Service Providers, Agency retains

the rights to conduct transactions in compliance with software programming, hardware configurations and

selection, system components, categories of advertising, search engine results, search parameters and other

operational and administrative matters pertaining to the construction and operation of the existing performance

and any protocols established by Advertising Service Providers. Examples include: Meta, Google, Television,

Billboards, etc.i. Client acknowledges that Voice/Site Agents are a developmental service that is consistently in development

and is expected by the Parties to be in an ever-evolving state. Upgrades will be conducted on an as-available

basis.

j. Agency does not guarantee that the use of an Voice/Site Agent will result in any finite amount of Sales, Lead

Activity, Workflow Performance, Impressions, Social Media Activity or Content Engagement to Client’s online

digital assets as a result of its services unless a separate Impression Guarantee Addendum has been executed by

both parties and attached to this Agreement.

k. The Agency will use its reasonable efforts to make its access and executable technology available for display

and interaction on the World Wide Web.

l. The Agency and Voice/Site Agents are not responsible for periodic downtime, lag, maintenance, backup, acts

of God, repair to any security threats or any other circumstances beyond its control or which are a normal part

of the internet business.

m. The Agency or the Agency’s Service Providers shall not knowingly place any links, content or engagement on

websites that conflict with the ideals and legal guidelines of appropriate media outlets.

n. The Agency, in association with any Advertising/Digital Service Provider, shall be responsible for tracking

Impressions to the Client’s digital assets as available by license. Upon request, the results of that data tracking

made available and delivered in an electronic format to the Client.

o. The Client may use this data for its internal business purposes and marketing planning. Client may disclose it

to third parties, provided that Client remains in compliance with legal guidelines for the use of 3rd party

content, demographics and data tendencies.

p. The current subject matter and content of the Client’s Site shall remain the property of the Client.

q. Enhancements, additions, organization and data files are subject to Ignite Sales.AI’s proprietary technology to

create a unique User experience and potential public-facing engagement.

r. New domain names created with the intent to develop an online identity for the client, shall remain the

property or “Digital Asset” of the Client proved any fees associated with obtaining said names are paid in full by

the Client.

s. The Client agrees to provide accurate information and digital files, links and addresses to the Agent during

the course of this agreement. This content, detail and data shall remain the joint property of the Client and the

Agent during the term of said agreement.

t. Confidentiality and Safeguard of Property.

i. Client and Agency respectively agree to keep in confidence, and not to disclose or use for its

own respective benefit or for the benefit of any third party (except as may be required for the

performance of services under this Agreement or as may be required by law), any information,

documents, or materials that are reasonably considered confidential regarding each other’s

products, business, customers, clients, suppliers, or methods of operation; provided, however, that

such obligation of confidentiality will not extend to anything in the public domain or that was in the

possession of either party prior to disclosure.

ii. Agency and Client will take reasonable precautions to safeguard property of the other entrusted

to it, but in the absence of negligence or willful disregard, neither Agency nor Client will be

responsible for any loss or damage.

iii. All Confidential information provided by Agency to Client and all Confidential Information

provided by Client shall be kept in the strictest confidence possible and shall not be disclosed by the

recipient unless it receives permission to so from the provider of the information. The term

“Confidential Information” includes, but is not limited to, all information exchanged between by theAgent and not generally known to the public or in the relevant trade or industry that is

communicated orally, written, printed, electronically or any other form or medium, or which was

learned, discovered, developed, conceived, originated, or prepared by the Client in the scope and

course of their relationship with the Agent, relating directly or indirectly to business processes,

technical data, trade secrets, know-how, advice, consultations, proprietary information, client lists,

client instructions, assets, business operations, specifications, designs, plans, drawings, hardware,

software, data, prototypes or other business and technical information belonging to any client of the

Agent, operational methods, economic and business analyses, models, strategies, and projections,

promotion methods, trade show information and contacts, and other proprietary information

relating to the business of the Agent and any and all other concepts, as such Confidential Information

pertains personally to principals, or other information that has independent economic value. This

shall be a continuation of the Non-Disclosure Agreement signed as a condition of doing business with

Ignite Sales.AI and executed with mutual consideration for future discoveries and strategic services.

2. OWNERSHIP OF MARKS

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic

materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or

similar protection (collectively, the “Work Product”) produced by Agency are the property of the Client

provided:

i. Agent and Agent’s subcontractors shall retain the right to use the product created by them for

use in self-promotion related to the type of work commissioned by Client pursuant to this

Agreement.

ii. Such Work Product is accepted in writing by the Client within six (6) months of being proposed

by Agency; and,

iii. Client pays all fees and costs associated with creating and, where applicable, producing such

Work Product. Work Product that does not meet the two foregoing conditions shall remain Agency’s

property.

iv. The foregoing notwithstanding, it is understood that Agency may, on occasion, license materials

and software from third parties for inclusion in Work Product. In such circumstances, ownership of

such licensed materials remains with the licensor at the conclusion of the term of the license. In such

instances, Client agrees that it remains bound by the terms of such third-party licenses. Agency will

keep Client informed of any such limitations.

3. WORK PRODUCT AND SERVICE DELIVERABLES

Web Development, Advanced Workflow, Automation & Campaign Development

The following services are considered advanced development, automation, or strategic build work and are billed at $125

per hour. These services typically involve planning, testing, iteration, and cross-system dependencies. Examples include,

but are not limited to:

1. Building or rebuilding CRM automation workflows

2. Designing and testing complex triggers, conditions, and branching logic

3. Email campaign creation, sequencing, and deliverability testing

4. SMS, voicemail drop, and multi-channel campaign setup

5. Funnel creation and automation-based lead routing

6. CRM automation logic tied to pipeline stages, tags or workflows

7. API-based or webhook integrations between platforms

8. Building or modifying website pages, features, or functionality beyond routine maintenance

9. Workflow QA testing, troubleshooting, and optimization

10. Automation restructuring due to platform updates or strategy changesAll default software such as WordPress and advanced GoHighLevel work will be billed at $125 per hour.

Advanced work and time-intensive services may require iterative testing and refinement. Time is billed based on actual

hours worked.

Pipeline Restructuring, Data Imports & Basic System Configuration

The following services are considered structural or administrative system changes and are billed at $125 per hour, unless

complexity requires escalation to advanced development rates. Examples include, but are not limited to:

1. CRM pipeline restructuring or reorganization

2. Importing client contact lists

3. Data cleanup, normalization, or de-duplication

4. Calendar creation, replacement, or reassignment

5. Appointment type configuration or migration

6. User permission and role setup

7. Tag, custom field, or opportunity stage adjustments

8. Basic automation updates tied to pipeline changes

9. Reconfiguration following client-provided system changes

10. Platform housekeeping due to growth or restructuring

If any task within this category exceeds basic configuration and requires custom logic, scripting, or automation design,

the Agency reserves the right to bill such work at an advanced rate of up to 3x the hourly rate.

The Agency reserves the right to determine the appropriate billing tier based on the technical complexity, scope, and

time requirements of the requested work.

Maintenance Requests & Reporting

All maintenance and development requests will be handled as they are received, subject to availability and priority.

The Agency will provide the Client with the following:

Mutually agreed upon summary of metrics delivered by email

General summary of tasks completed delivered by email

For billing purposes, hours and minutes notations representing time on task delivered by email

Dated documentation of services that were performed delivered by email

4. TERM

The term of this Agreement shall commence on the date provided on the Signature Page. (“Commencement Date”) and

shall continue until terminated by either party upon thirty (30) days’ prior written notice (“Notice Period”), provided or

at the completion of specific work product items or complete offboarding that:

i. Notice shall be deemed given on the day of mailing or, in case of notice by telegram, facsimile, email,

telephonically, on the day it is digitally date-stamped for transmission. During the Notice Period, Agency’s rights,

duties, and responsibilities shall continue.

ii. Upon termination, provided that Client has paid to Agency all amounts due to Agency under this

Agreement, Agency will transfer and/or assign to Client: (1) all Work Products in Agency’s possession or control

belonging to Client, subject, however, to any rights of third parties; and (2) all contracts with third parties,

including advertising media or others, upon being duly released by Client and any such third party from any

further obligations.

iii. Client recognizes that Agency is a signatory to certain union agreements covering talent used in

broadcast materials, which generally cannot be assigned except to signatories to such collective bargaining

agreements governing the services rendered by such talent.5. FEE SCHEDULE OUTSIDE SOW

In consideration of its advertising services, the Client agrees to pay the advertising fees and Agency fees set forth in the

Work Orders and Purchase Orders which will be signed by both Agency and Client. The Client will also pay any sales and

other taxes based on the fee structure. Advertising fees will be paid at the time of service unless otherwise arranged

and provided on invoices or email correspondence. All fees and commissions due to Agency shall be calculated at the

rates then in effect, at the date of this Agreement and may be subject to change at the discretion of Agency.

In addition to the fees agreed upon for the Agency’s contracted services, Client acknowledges Agency’s hourly rate of

plus the cost of external product or service providers’ fees. This shall be applied to services that surpass what was

agreed upon in Purchase Order(s), Scopes of Work (SOW), Approved Proposals or other communications. It may extend

to Maintenance, Subscription Software Packages, Hosting or Performance Triage as services are required.

The Fee Schedule shall be as follows:

Standard Business Hour Rates: $125/Hourly Within standard business hours

Monday through Friday, 9:00 AM to 6:00 PM EST

1. Consultation Services: Texting, Emails, Discovery, Strategy, Education, Performance Metrics, Functionality,

Workflow/Mapping Clarifications, Social Media Updates, Campaign Assessment, Strategy, and Out-of-Scope

Considerations.

2. Creative Development: Graphics, Copy, Digital Enhancements, Video, Print, Communications and Public

Relations.

3. Website Development Services

4. AI Voice/Site Agent Development Services: Agent Training, Prompt Engineering, Knowledge Base/Content

Development, Appearances, Applications, Scenario Planning/Training and Metric Reviews.

5. Third Party Strategy, Consultation, System Updates or New Project Integrations/Considerations.

After-Hours or Emergency Rates: $300/Hourly Outside of standard business hours

8:00 PM and 8:00 AM, weekends, or recognized holidays.

Time is tracked in hours and minutes.

Billing is based on actual time spent.

Emergency Billing Considerations

Time of day the work is requested or required

Weekend or holiday impact

Urgency and operational risk; workflows malfunction or

adjustment, messaging error, etc.

Resource availability

By requesting or approving work outside of standard business hours, the Client acknowledges and

agrees to the applicable emergency billing rates.

6. BILLING AND PAYMENT PROCESSES

Client acknowledges that first time work orders are subject to payment in full unless otherwise documented on

Purchase Order(s), Scopes of Work (SOW), Approved Proposals or other communications relevant to

commencement of the respective work.

o Clients are required to set up their unique login/password credentials typically during onboarding.

o Unique billing considerations may come directly from accounting with payment options included.

Ongoing invoices, billing or payment arrangements shall be available in the Client’s Payment Gateway accessed at

Portal.IgniteSales.AI at the first of the month.

The Client will have seven (7) business days to remit payment for services rendered.

o ACH Payment options are available

o A credit card processing and transaction fee shall be applied in addition to outstanding invoices.

The Agency will provide one courtesy reminder between the 7th and 30th of the month.7. LATE PAYMENT-LATE FEES

a. Client acknowledges that failure to remit payment within the 30-day period may result Ignite Sales.AI taking any or

any combination of the following next actions at the sole discretion:

All further development and maintenance is subject to a STOP WORK ORDER and may be paused.

Stopped or paused work will void any timeline deliverables in process.

This may impact timelines previously established in the original work order.

This may impact third party accessibility, development and connectivity previously established in the

original work order.

This may subject the project/work to additional hours previously established in the original work

order.

Full Account Payment

Loss of Terms or Payment Arrangements

Loss of access to software platforms

Loss of access to resources

Loss of any incentive pricing at reinstatement

Interruption or Complete Removal of Service or Maintenance Functions

Termination of Business Relationship

b. Client acknowledges that the Agency and Service Providers with which Agency contracts have the right to

terminate, remove, cancel or otherwise disregard any requests for placement if any advertising or service fee is

delinquent.

c. Outstanding invoices or balances may be subject to an 11% late fee should delinquency exceed 30 days.

Suspension of Services

Non-payment of outstanding invoices, balances or subscriptions may result in:

• Suspension of development and maintenance services

• Delays or removal of scheduled work

• Additional administrative or reinstatement fees by third party providers

• Additional hourly fees for connectivity or disclosure

8. COMMITMENTS TO THIRD PARTIES

a. All purchases of media, production costs, and engagement of talent will be subject to Client’s prior approval.

Client reserves the right to cancel any such authorization, whereupon Agency will take all appropriate steps to affect

such cancellation. Client’s ability to cancel will, in turn, be subject to the Agency’s contracts with third-party providers.

b. Client will hold Agency harmless with respect to any costs incurred by Agency as a result.

c. The list of subscriptions, plugins, security features, software, communications and AI resources is expected to

expand over the course of this agreement. Specific Third-Party acknowledgements required to be disclosed shall

accompany Purchase Order(s), Scopes of Work (SOW), Approved Proposals or other communications as needed. This

shall include but not be limited to:

Website Hosting

AI Development Software

CRM Software

Website Maintenance

Sales Pipeline Development Software

Communications Software

Accounting Software

Graphics Software

Proprietary Licenses

Open-Source Community Work9. AGENCY PURCHASER ON BEHALF OF CLIENT – SUBSCRIPTIONS

a. For all media—digital or otherwise, services and software purchased by Agency on Client’s behalf, Client agrees

that Agency shall be held solely liable for payments only to the extent proceeds have cleared from Client to Agency for

such purchases. Examples include: Ongoing Maintenance Packages, Hosting Packages, Automation Packages, 3rd Party

Operating Software, Website Platform, Plugins, And Themes, Etc.

b. Client agrees to be solely liable for media (“Sequential Liability”). Agency will use its best efforts to obtain

agreement by media to Sequential Liability.

c. Client acknowledges that certain default software used by the Agency may require ongoing subscription-based

billing for continued activation. As such, the Agency has internal processes in place to secure payment of said

subscriptions as conditional to ongoing use. This shall include but not be limited to:

REQUIRED: Active credit card to begin work.

REQUIRED: Client Portal activation.

REQUIRED: Access to individual login of third-party platform as noted in Section 1.e.

REQUIRED: Access to any native support resources as available by third party.

Maintenance Packages: Shall be billed as a monthly subscription and include:

• Ongoing website maintenance with regards to platform updates, security protocols, integration compliance, etc.

• Periodic updates with regards to content, plugins, and themes as alerted by client or 3rd party communication.

• One (1) task per month requiring less than minutes of development time

• Security and performance-related updates as alerted by client, industry or 3rd party communication(s).

Hosting Packages: Shall be billed as a monthly subscription.

Automation Packages: Shall be billed as a monthly subscription.

Packages do not include custom development, strategic consulting, advanced automations, or additional project work

unless explicitly stated in writing.

10. ADMINISTRATION OF ADVERTISING CONTENT

a. The Agency has the right and option to approve, in its absolute discretion, the content of any advertising

material that the Client submits for placement with other Advertising Placement Services, if it is objectionable to the

Agency in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any

vulgar or pornographic items, or for any other reason in the Agency’s sole discretion. If the Agency or Advertising

Service Provider rejects any advertising material that the Client submitted, the Agency will notify the Client. Even if the

materials are accepted, the Advertising Service Provider has the right to remove it if it does not function correctly or for

any of the reasons described above. If the Agency or Advertising Service Provider places the advertising on its page or

media source, it does not signify its approval or waiver of the right to object to it in the future.

b. The Agency has the right (may terminate without penalty) to terminate this media transactions if the Advertising

Servicer Provider removes or fails to approve and publish any materials that the client submits in which case, any

prepaid advertising costs shall be returned to the Client with the exception of related administration fees.

c. Should the materials or placed advertising be unapproved, rejected or otherwise not published, the Client will

not have any damages or other remedies, in law or in equity against the Agency or reference Advertising Service

Provider for failing to place or remove advertising except for the return of any unused prepaid advertising fees.

d. The Client may periodically make changes to its advertising material which the Agency and/or The Advertising

Service Provider must approve. The Client may create their own advertising materials provided they meet the approval

of the Advertising Service Provider’s required formats and content guidelines and stated above or they may contract for

the creation of compliant materials with Ignite Sales.AI by individual Work Orders and Purchase Orders.e. Client may, at any time, cancel Agency’s access to Client’s Social Media Business Pages. Upon doing so, all

tracking and reciprocal publishing will cease. Unless occurring as a system error, Client will be responsible for paying a

Reconnection Fee to reinstate administration rights.

f. The Client agrees to comply with the material submission standards set by the Agency and/or the Advertising

Service Provider within the “deadline-to-publish” timeframe. Materials for publication are required a minimum of 72

hours prior to deadline expiration. Failure to comply with deadline-to-publish guidelines may result in the inability to

publish and forfeit prepaid fees related to placement and executable content.

g. The Agency shall provide the advertising formats for any Advertising Service Providers in the Work Order or

Purchase Order for said services.

h. All functionality relating to data organization systems, content storage and public facing technology is propriety

and remains the property of Ignite Sales.AI.

i. The Client may or may not own and operate an Internet Site identified, which may be attached and incorporated

by reference.

j. In addition to other fees which may be due pursuant to this Agreement, Client shall pay the Agency for access to

third party or its proprietary software.

k. Agency grants the Client access to training and content editing for Voice/Site Agent development as per paid for

Avatar services.

l. The Agency shall assist Client with the connection of any established Business Social Media Pages as approved

administrators.

m. Any Client access shall be secured by a unique login and password created in conjunction with the Client. Client

shall treat Client’s unique login and password as Confidential Information and under no circumstances will Client allow

persons or entities who are not a client of the Agency to use it.

11. TERMINATION

The Client may terminate this Agreement, with or without cause, by giving thirty (30) days advance notice of its intent to

terminate.

a. The client may export their client data.

b. Upon termination, Client shall forfeit all custom connections and proprietary functionality. Client’s access will be

disabled.

c. The Client shall be responsible for payment of any outstanding Purchase Orders or Purchase Orders placed during

the Agreement and/or any published content/advertising placed up until the formal day of termination.

d. The Client shall be responsible for any service work orders placed up until the notice of termination AND was placed

contractually pursuant to the operating guidelines of the Service Provider.

e. The Client may review any outstanding or incomplete Work Orders to be completed. The Agency reserves the right

to terminate this agreement for any reason, with or without cause, upon 30-day advance notice.

f. The Agency shall complete any outstanding Work Orders thus giving the Client access to paid for digital assets and

performance metrics.

g. The Agency will cease programming functionality and all its related, propriety software.12. INDEMNITIES

a. Agency agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties

against Client based upon material prepared by Agency, involving any claim for libel, slander, piracy, plagiarism, invasion

of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Client

to Agency.

b. Client agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties

against Agency based upon materials furnished by Client or where material created by Agency is substantially changed

by Client. Information or data obtained by Agency from Client to substantiate claims made in advertising shall be

deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Agency harmless with respect

to any death or personal injury claims or actions arising from the use of Client’s products or services.

13. AGENCY’S PROPRIETARY RIGHTS

a. Agency will retain all proprietary rights in and to its respective sites, digital assets, creative, processes, codes and

coding, programming schematics, intellectual property and technological property such as copyrights, trademarks, trade

secrets, patents and confidential information.

b. Agency does not grant the other any rights in and to such proprietary material except that the Client hereby

grants the Agency a non-exclusive license to use the advertising material provided, including its trademarks, copyrights,

rights to hyperlinks, administrative rights to social media business pages, digital assets and original content and the

performance of Agency systems.

c. Upon termination of this Agreement, the Agency agrees to cease advertising, content development, and remove

Client’s access to dashboard(s) and related data storage solutions.

14. REPRESENTATIONS AND WARRANTIES

a. Client represents and warrants:

i. That the advertising, content, images, art, digital assets and related business identifying marks provided

are not false or misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene

materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party,

including but not limited to: copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any

other rights.

ii. That it has the unrestrictive and exclusive right to use all such materials. Further it is extending those

rights to the Agency in accordance with the above guidelines.

b. Agency represents and warrants:

i. That Agency makes no warranties that the advertising contained within its constructs, platforms, third

party subscriptions or its performance shall be free from errors or defects or that the use of the content,

programming, digital assets or user interface will be uninterrupted.

ii. THE AGENCY SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT

LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-

INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL THE AGENCY BE LIABLE, WHETHER IN

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY INDIRECT, INCENTAL OR

CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR

ATTORNEY’S FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.15. INDEMNIFICATION The Parties agree to indemnify and keep each other, at all times, fully and effectively

indemnified in respect of any and all claims, demands, losses, damages, liabilities, costs and or expenses of any kind

whatsoever incurred by the Agent which arise out of or in connection with any breach of this Agreement by the Client.

16. FORCE MAJEURE The Agency will not be responsible for failure or delay in performance hereunder that is

directly or indirectly related to acts of God, storm, natural disaster, act(s) of terrorism, utility outages or interruptions,

systems transmission failure, server failure, strike, lockout or any other situation which is beyond its control.

17. NOTICES Any notice provided in this Agreement must be in writing and must be either personally delivered,

mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service

(charges prepaid) to the Parties at the addresses below indicated:

The Agency’s Address:

Attn: Vince Beekel, Owner or Michelle D. Armstrong, Owner

642 S. Main Street

Clawson, Michigan, 48017

The Client’s Business Address:

As provided with the signature below by Client or Authorized Representative.

As may be provided in the most recent purchase order, SOW, work order, custom quote, invoice or receipt.

In the event that the above-stated contact information should change, the Parties shall immediately give notice to each

other by US certified mail, documented text or email, to one another.

18. COMPETITION

a. This agency is non-exclusive in relation to services not provided by the Agency. Prior to and during the term of

this Agreement, the Client acknowledges that they may or may not have obligations and relationships with other

Advertising/Marketing Companies and that this Agreement in whole and in part, is pursued of their own accord, and

with the acknowledgement that previous relationships may continue or cease to exist.

b. The Client further acknowledges that they are entering freely into a business relationship with Ignites Sales.AI

purely for the benefit of their business and in compliance with industry standards, legal protocols and any known or

unknown competitive oversights or crossover services.

19. COVENANTS The parties hereto agree that the covenants, agreements and restrictions (hereinafter “this

covenant”) contained herein are necessary to protect the business goodwill, business interests and proprietary rights of

the Agent and that the parties hereto have independently discussed, reviewed and had the opportunity of legal counsel

to consider this Agreement.

20. AUTHORITY This Agreement sets forth the entire Agreement and understanding between the Parties and

supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. This

Agreement may not be modified or discharged, in whole or part, except by consent in writing signed by the Parties.

21. ASSIGNMENT This Agreement may not be assigned or otherwise transferred by either party without the prior

written consent of the non-transferring party.

22. BINDING ARRANGEMENT This Agreement will be binding upon and inure to the benefit of the parties hereto

and each Party’s respective successors and assigns.

23. SEVERABILITY In the event that any provision of this Agreement is held by a court of competent jurisdiction to

be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining

provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if

the Agreement did not contain the particular provision(s) held to be unenforceable.24. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws in the

State of Michigan. Any litigation regarding this Agreement must be initiated in a court of competent jurisdiction located

in Oakland County, Michigan or in the federal District Court for the Eastern District of Michigan.

25. AUTHORITY. Each party hereto represents and warrants that it has the full power and authority to enter into

and perform this Agreement, and each party knows of no law, rule, regulations, order, agreement, promise,

undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement.

26. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be an

original, but all of which together shall constitute one and the same agreement.