This Agreement For Services (the “Agreement”) is made and entered into by and between GYK Antler, LLC, a New Hampshire limited liability company (the “Company”) with a primary address at 175 Canal Street, Manchester, New Hampshire 03101, and [Client] (“Client”) is effective as of the date Client enters into a Statement of Work with Company or any of its Affiliates (the “Effective Date”).

1.  SPECIFIC SERVICES.

This Agreement contains the general agreements between the parties that will apply and govern individual marketing services programs conducted by the Client and the Company but for all such individual marketing services programs the parties will enter into individual Statements of Work and / or Production Orders in the form attached (the "Statement of Work" or “SOW” and the “Production Order”). The SOW or Production Order will define specific terms of each such individual marketing services program. All project specific information, including but not limited to a description of the services to be provided, pricing, quantities, description of the project, executional details and notice will be defined and included in each applicable SOW or Production Order. All SOW’s and Production Orders will be deemed to incorporate the terms and conditions of this Agreement unless the SOW or Production Order explicitly states otherwise. Where the SOW or Production Order contains terms or conditions contrary to those contained in this Agreement for Services, the SOW or Production Order shall rule but only with respect to that particular Statement of Work or Production Order.

The Company agrees to perform the services set forth in the SOW or Production Order attached and incorporated into this Agreement by reference (the “Services”). The Company and Client agree that in the event services in addition to those specified in the attached Statement of Work or Production Order are proposed to be performed under this Agreement, no such additional services (other than de minimis maintenance) shall be performed unless and until such additional services are set forth on additional SOWs or Production Orders signed by the Company and Client. Any additional SOWs and Production Orders shall be considered Exhibits to this Agreement and shall automatically be incorporated herein by reference, unless there is an express agreement to the contrary signed by the Company and the Client specifically acknowledging this Agreement. All content produced by the Company and delivered for the benefit of Client pursuant to the Statement of Work or Production Order and any additional SOWs or Production Orders shall herein be referred to as “Company Deliverables.”

2.  METHOD OF PERFORMING SERVICES.

The Company, in its sole discretion, shall determine the method, details and means of performing the Services under the SOW. Notwithstanding the foregoing, the Company is responsible for performing the Services in a competent, timely, efficient, and professional manner.

3.  FEES.

The fees for the Services and any applicable payment milestones shall be set forth in each Statement of Work or Production Order. Any and all outside costs directly relating to Company’s providing Services for the Client, including, but not limited to, equipment rental, intellectual property licenses from third parties, prototype production costs, talent fees, online access or hosting fees and travel costs, will be billed to Client unless specifically otherwise provided for in the Statement of Work or the Production Order. All invoices are payable to the Company within thirty (30) days of receipt unless specified otherwise in the Statement of Work or Production Order. A 1.5% monthly service charge shall be assessed on all overdue balances. Payments will be credited first to outstanding service charges and next to the unpaid balance. Client shall be responsible for all collection or legal costs incurred by the Company as a result of Client’s late or default payment. The Company reserves the right to withhold delivery and any transfer of ownership of any current work or Company Deliverables if accounts are not current or if overdue invoices are not paid in full.

Notwithstanding anything to the contrary set forth elsewhere, all grants of any license to use or transfer of ownership of any intellectual property rights or Company Deliverables under this Agreement are conditioned upon receipt of payment in full of all amounts owed to the Company or owed to third-parties.

4.  TERM AND TERMINATION.

This Agreement shall be effective for as long as the parties continue to enter into Statements of Work or Production Orders, or such earlier date pursuant to the terms hereof. Either party may terminate this Agreement upon thirty (30) days written notice to the other party, unless a party is in material breach in which event the non-breaching party may terminate this Agreement if such breach is not cured within ten (10) days of issuing a written notice specifying such breach. Those terms of this Agreement which, by their nature, are intended to survive the termination of this Agreement shall survive such termination. 

Early Termination by Client. In the event that Client terminates this Agreement or a Statement of Work or a Production Order, Client shall pay in full all outstanding costs and fees incurred by the Company for work completed up to the time of termination.

5.  INTELLECTUAL PROPERTY RIGHTS.

Company’s Use of Company Deliverables. Company specifically retains the right to use, reproduce, modify, display, and publish Company Deliverables alongside the Client name or logo in whole or in part for informational and/or promotional purposes, such as sharing Deliverables with select marketing or creative-focused press outlets, publishing Company Deliverables as part of its portfolio of work on its owned channels (i.e.: website, social media) and in other materials for the purpose of marketing the Company’s own services to other potential clients and for the purpose of developing other creative or marketing content. The Company may also provide hyperlinks from its own website to Company Deliverables or to Client’s website. The terms of this section shall survive the termination of this Agreement.

Third Party Content. All intellectual property belonging to third parties, including, but not limited to, trademarks and copyrights (collectively, “Third Party Content”), which is used in the Company’s provision of the Services, is and shall remain the exclusive property of its respective owners. In the event that using Third Party Content is necessary to provide the Services, the Company shall inform Client of any need to acquire licenses for such Third Party Content, and shall obtain all necessary licenses, at the expense of Client.

Company Creations and IP Rights. The Company retains ownership of any creative idea, design, development, invention, works of authorship, know-how, or work results and intellectual property rights (“Creations and IP Rights”) owned by the Company prior to acceptance of this Agreement, and Company owns any Creations and IP Rights created by or on behalf of the Company to the extent not created as a direct result of the Services. Ownership of Creations and IP Rights created as a direct result of the Services will transfer to Client, subject to Section 3 above, excluding Creations and IP Rights related to custom photography. Usage rights of custom photography created as a direct result of Services will be limited to the brand and media channel for which the custom photography was initially created, subject to Section 3 above. Usage of custom photography for brands or media channels other than the brand and media channel for which the custom photography was initially created may be subject to incremental fees prior to the transfer of ownership to Client.

6.  INDEMNIFICATION.

Each party agrees to defend, indemnify and hold the other party, and its affiliated companies and their shareholders, agents, officers, employees, contractors, and directors harmless from any and all claims, costs, expenses (including reasonable attorneys' fees), losses, causes of action, damages or liability arising out of, due to or in any way connected with this Agreement, and/or any act, omission or failure to act by either party, its employees, contractors, agents or manufacturers, which act, omission or failure to act is connected in any way with any activity or obligation by either party under this Agreement. This indemnity shall extend to claims whether in contract, tort or strict liability and whether loss, damage or liability is contributed to by the negligence of either party. The terms of this section shall survive the termination of this Agreement.

7.  CONFIDENTIALITY.

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence, to refrain from making said Proprietary or Confidential Information known to third parties, and to use said Proprietary or Confidential Information solely for the purposes of this Agreement. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or received by the receiving party from a third party, not subject to any confidentiality obligation with respect to such information; (iii) is independently developed by the receiving party without reference to any, and by personnel without access to any, Proprietary or Confidential Information; or (iv) is subject to disclosure under court order, request or demand of a governmental agency or bureau, or other lawful process. The parties agree that in the event of improper use or disclosure by the other party, the non-disclosing party shall be entitled to injunctive relief in addition to any monetary damages available at law. Notwithstanding termination of this Agreement, the Company and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a period of three (3) years from the date of termination of this Agreement. Notwithstanding anything to the contrary contained herein, Client hereby expressly consents to the Company promoting the relationship between the Company and Client, Company Deliverables, and use of work product relating to Client in the Company’s case studies, promotional efforts and marketing materials, provided, however, that all of Client’s Proprietary or Confidential Information shall be redacted from such case studies, promotional efforts and marketing materials.

8.  NON-SOLICITATION.

For the term of this Agreement plus a period of one (1) year following termination of this Agreement, Client shall not, directly or indirectly, either alone or in association with others (i) solicit, induce or attempt to induce, any employee or independent contractor of the Company to terminate his or her employment or other engagement with the Company, or (ii) hire, or recruit or attempt to hire as an employee, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company at any time during the term of this

Agreement; provided, that this Section 8 shall not apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company has been terminated for a period of six months or longer. 

9.  DISCLAIMER OF WARRANTIES.

Except as otherwise specified in this Agreement, the Company provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this Agreement, the parties’ performance or inability to perform under this Agreement, the Services, and each party’s computing and distribution system. 

Limited Liability. In no event shall the company be liable for any indirect, special, punitive, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on a breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement. The company makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties. The cumulative liability of the company for all claims relating to, arising under or in connection with this agreement, whether in contract, tort, or otherwise, will not exceed the actual funds provided to the company by client in connection with the services, less any out of pocket expenses.

10.   PAYMENT LIABILITY 

Client acknowledges and agrees that Company adheres to a policy of sequential liability as outlined by the American Association of Advertising Agencies and Client agrees to be bound in accordance with such allocation of liability. Company will be liable for payment to a vendor on behalf of the Client only to the extent proceeds have cleared from the Client to the Company for such purpose. For sums owing but not cleared to the Company, the Client agrees that only the Client shall be liable to such vendor. 

11.  MISCELLANEOUS PROVISIONS

Binding Agreement. This Agreement is a binding obligation of each party, enforceable against such party in accordance with its terms.

Captions. The subject headings or captions of the sections and subsections of this Agreement are included only for purposes of convenience and shall not affect the construction or interpretation of any provisions contained herein.

Entire Agreement. This Agreement (together with the attached SOW’s, Production Orders, and Exhibit(s)) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral negotiations, agreements, representations, and understandings of the parties with respect to such subject matter.

Notice. Any and all notices required under this Agreement shall be in writing and shall be either

(i) hand-delivered; (ii) mailed, first-class postage prepaid, certified mail, return receipt requested;

(iii) delivered via a nationally recognized overnight courier service; or (iv) sent via facsimile followed by a hardcopy transmitted via US first-class Mail, in each case addressed, in the case of Client, to the address listed in the Company’s records, or in the case of the Company, to: GYK Antler, LLC. 175 Canal Street, Manchester, NH 03101. All notices hand-delivered, delivered via overnight courier or sent via facsimile shall be deemed delivered as of the date actually delivered. All notices mailed shall be deemed delivered as of three business days after the date postmarked. Any changes in any of the addresses listed herein shall be made by notice as provided in this Section.

Modification, Amendment or Waiver. This Agreement may not be amended, supplemented or otherwise modified, and none of its terms may be waived, unless such amendment, supplement, modification or waiver is in an express writing and executed by the parties hereto. The failure of any party at any time or times to require performance of any provision hereof shall not affect the right of such party at a later time to enforce the same, and no waiver of any term or provision hereof on any one occasion shall be deemed to be a waiver of the same or any other provision hereof at any subsequent time or times.

Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns and any persons claiming rights by, through or under them. Neither the Company nor Client may assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of Client or the Company, respectively.

Construction. This Agreement shall be construed in accordance with its intent and without regard to any presumption or any other rule requiring construction against the party causing the same to be drafted.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without resort to any conflict of law principles. All disputes under this Agreement shall be resolved by litigation in the courts located in Hillsborough County, New Hampshire, including the federal courts therein, and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.

Severability. If any term, clause or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity, enforceability or operation of any other term, clause or provision and such invalid or unenforceable term, clause or provision shall be deemed to be severed from this Agreement.

Force Majeure. Neither party will be liable for, or will be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.

Counterparts. This Agreement may be executed at different times and in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective duly authorized representatives effective the date first above written.