General Agreement
Adrian Leeds Group

We are pleased that you (the “Client” or “you”) have selected Adrian Leeds Group (“Service Provider” or “we”), collectively the “Party” or “Parties” or “us,” to assist you in your project (the “Project”). We are sending you this letter to outline and confirm our general terms and conditions in the performance of our services which are described in greater detail in Exhibit A to this agreement (the “Services”).

1. Applicability

These terms and conditions for services (these "Terms") are the only terms that govern the provision of services that we provide to you.

The accompanying Services listed in Exhibit A and these Terms (collectively, this "Agreement") comprise the entire agreement between us, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and Exhibit A, these Terms shall govern, unless Exhibit A expressly states that the terms and conditions of Exhibit A shall control.

These Terms prevail over any of Client's general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these Terms.

2. Performance Dates

We shall use reasonable efforts to meet any performance dates specified in Exhibit A - Services, and any such dates shall be estimates only.

3. Client's Obligations

You shall:

a. cooperate with Service Provider in all matters relating to the Services;

b. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;

c. provide such Client materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; and

d. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

4. Client's Acts or Omissions

If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Subcontractors

We are here to assist you navigate through many steps in the completion of your Project and ensure that you are satisfied with the process and the final outcome. In performing Services, we may retain other professionals, experts or local resources. We will introduce you to such professionals, assist you in organizing information and documentation and explain the various options to you, help you make informed decisions and ensure that the final results suit your needs best.

With our expertise and experience, we will do our best to provide the kind of personal advice and support that will make you feel completely confident that you are making the most prudent investment and other decisions. Our team of professionals provides you with a full range of consultation services and the particular services you have selected are listed in Exhibit A.

6. Change Order

If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing.

a. if the change is possible;

b. the likely time required to implement the change;

c. any necessary variations to the fees and other charges for the Services arising from the change;

d. the likely effect of the change on the Services; and

e. any other impact the change might have on the performance of this Agreement.

Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 10.

Notwithstanding the above, we may, from time to time change the Services without your consent provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in Exhibit A – Services.

We may charge for the time spent assessing and documenting any of your change request on a time and materials basis as required.

7. Fees and Expenses; Payment Terms; Interest on Late Payments

In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay the fees set forth in Exhibit A - Services. Our compensation consists of a non-refundable consultation fee in accordance with our current rate structure. The details of the same are also described in Exhibit A.

Client agrees to promptly reimburse Service Provider for all reasonable and pre- approved travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. We will obtain your prior approval before incurring such expenses and provide you with detailed documentation of the same.

Client shall pay all invoiced amounts due to Service Provider on receipt of Service Provider's invoice. Our fees may be paid by credit card, check or wire transfer payable as follows: if paid in U.S. dollars, the dollar amount will be equivalent to the amount in Euros at the rate of exchange on the date of the payment based on the rate of exchange as published at http://www.moneycorp.com or other reputable source. When paid via credit card, charges above €3,000 will be subject to an additional five percent (5%) charge.

In the event payments are not received by Service Provider within thirty (30) days after becoming due, Service Provider may charge interest on any such unpaid amounts at a rate of 3% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and suspend performance for all Services until payment has been made in full.

8. Taxes

Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

9. Termination

In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Client, if Client:

a. fails to pay any amount when due under this Agreement and such failure continues for five (5) days after Client's receipt of written notice of nonpayment;

b. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or

c. becomes insolvent, files a petition for bankruptcy or commences or has commenced against its proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

10. Amendment and Modification

This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

11. Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in Exhibit. A – Services (collectively, the "Deliverables") except for any Confidential Information of Client or customer materials shall be owned by Service Provider. Service Provider hereby grants Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.

12. Confidential Information

All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of the Service Provider. Confidential Information does not include information that is:

a. in the public domain;

b. known to Client at the time of disclosure; or

c. rightfully obtained by Client on a non-confidential basis from a third party.

d. Client agrees to use the Confidential Information only to make use of the Services and Deliverables.

e. Service Provider shall be entitled to injunctive relief for any violation of this Section.

13. Representation and Warranty

Service Provider represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

The Service Provider shall not be liable for a breach of the warranty unless Client gives written notice of the defective Services, reasonably described, to Service Provider within five (5) days of the time when Client discovers or ought to have discovered that the Services were defective.

Subject to the above, Service Provider shall, in its sole discretion, either:

a. repair or re-perform such Services (or the defective part); or

b. credit or refund the price of such Services at the pro rata contract rate.

THE REMEDIES SET FORTH IN SECTION SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION .

14. Notice

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth above in this Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid), or electronic mail. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. We will communicate with you via e-mail in the ordinary course of business but cannot be held responsible for the failure to take action on your behalf unless you confirm with us that we have received your instructions via email by some other form of written communication.

15. Force Majeure

The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of forty-five (45) days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.

16. Assignment

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

17. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

18. Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Louisiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Louisiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Louisiana.

19. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Louisianan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

20. Arbitration

In the event of a dispute relating to this Agreement, we each agree to use our best efforts to settle amicably any disputes, differences or controversies arising between us. However, if we are unable to do so, then we agree to first submit our dispute to arbitration, which to the fullest extent permitted by law, shall be binding on the Parties. All arbitration proceedings will be held in a convenient location in the State of Louisiana and will be conducted before a single arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association.

21. Severability

If any provision of our terms and conditions are held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. Limitations on Liability

Neither one of us shall be liable to the other for any loss injury delay damage or distress or other casualty suffered or incurred by the other, due to causes which are beyond the reasonable control of that person. Any failure or delay by such person in the performance of any of their obligations under this Agreement due to such causes shall not be considered a breach of this Agreement.

We further agree that this Company’s total aggregate liability under this Agreement will not exceed the aggregate fees or other amounts paid by you under this Agreement. We do not undertake to indemnify you against any and all actions, proceedings, claims, costs, expenses, and liabilities of every description arising from the Project and recommend that you seek the advice of your own tax advisor with respect to the application of the laws of any domestic and/or foreign jurisdictions which may apply to your particular circumstances.

23. Waiver

No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

24. Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

If you agree with the terms of our Agreement, please sign a copy of this letter below and return to us at your convenience.