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This Services Agreement (the “Agreement” or “Services Agreement”) is made effective as of the date of the last signature below by and between

Idea Trek, a Delaware liability company ("Services Provider"), and the entity executing this Agreement below ("Client") (Services Provider or Client may be referred to as a "Party" and collectively as "Parties")

who agrees to be bound by this bound by this Agreement 

WHEREAS Idea Trek LLC offers services described in the Agreement; and WHEREAS, the Client desires to retain the services of Idea Trek LLC to render services with regards to support of client’s business growth efforts according to the terms and conditions herein.


NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, the Services Provider and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on the date of the last signature below Service Provider will provide to Client the services describes in the attached Exhibit A (collectively the "Services").


2. PAYMENT. Payment shall be made upon execution of this Agreement to the Services Provider by the Client.

(the "Services Fee" in Exhibit A).

In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due, Services Provider has the option to trat such failure to pay as a material breach of this Agreement, and may cancel the Agreement and/or seek legal remedies.

3. TERM. This Agreement will terminate automatically upon completion by the Services Provider of the Services required by this Agreement.

4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products or other information (collectively the "Work Product") developed in whole or in part by Provider in connection with the Services will be the exclusive property of the Client. Upon request, Services Provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.

5. CONFIDENTIALITY. Service Provider, and its employees, agents, or representatives will not at any time or in any manner either directly or indirectly, user for the personal benefit of Services Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client.  Services Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential.  This provision will continue to be effective after the termination of this Agreement.  Any oral or written waiver by Client of these confidentiality obligations which allows Services Provider to disclose Client's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Upon termination of this Agreement, Services Provider will return to Client all records, notes, documentation and other items that were used, created, or controlled by Services Provider during the term of this Agreement.

6. INDEMNIFICATION. The Client agrees to indemnify, defend, and protect the Services Provider from and against all lawsuits and costs of every kind pertaining to the Client’s business including reasonable legal fees due to any act or failure to act by the Services Provider based upon the services provided, except when any lawsuits or costs are a direct result of the Services Provider’s own malicious acts.