JackRussellApps LLC / FLO-GLOTransfers.com

AGREEMENT OF MUTUAL NON-DISCLOSURE AND NON-COMPETE

THIS AGREEMENT, is between JackRussellApps LLC, a Wisconsin company (hereinafter referred to as “JackRussellApps”), doing business as FLO-GLOTransfers.com, a web based sales company and independent contractor/artist.

It is understood and agreed to that both parties would like to share information and in consideration of the agreement to exchange said information, the parties agree as follows:

The confidential information to be disclosed by either party under this Agreement (” Confidential Information”) can be described as and includes:

Confidential Information shall also include, and both companies and their employees or officers shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by either party in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by either party in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to Recipient within ten (10) days of the disclosure.

This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore; and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

Neither party has an obligation under this Agreement to purchase any predetermined amounts of services, goods, or intangibles from the other party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time with notice to the independent contractor/artists. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.

All Artwork submitted for use by the Independent Artist Contractor will remain the copyright of the Artist who created the work and submitted to FLO-GLOTransfers.com/JackRussellApps for use in the design and printing of tee-shirts, sweatshirts, hoodies, tank tops and other similar clothing as well as promotional items including but not limited to coffee mugs, posters, tote bags, mousepads et al. The terms of the agreement are that the artwork will be used exclusively by FLO-GLOTransfers.com / JackRussellApps LLC for a minimum period one year of submission of the artwork unless other terms are specifically noted within this contract.

Either party can terminate this agreement with a written 60-day notice to the other party after a one year period has passed of the Independent Artist Contractor electronically signing this agreement. Any designs that are currently in order status will continue to be processed up to 60 days after receipt of the notice to quit agreement. The Artist will continue to be paid their royalty fee of 10% of the sold retail price of each printed item. After receipt of a termination request of any piece of artwork, a reply letter stating the receipt of the termination, the last day of sales of that piece or artwork and the final payment due date for the discontinued piece shall be sent by FLO-GLOTransfers.com / JackRussellApps LLC to the Independent Artist Contractor.

Payment for artwork used in the creation of printed materials to be sold on the website: FLO-GLOTransfers.com or any affiliated websites will be paid to the Independent Artist Contractor through a Paypal account, company check or other bank account that is set up for the sole purpose of payment for services. The Royalty to be paid is 10% of the sold retail price, which does not include shipping or handling fees of the items sold. Payments from our retail customers will be made to JackRussellApps through PayPal Options on the site, or direct to the business PayPal account [email protected] or by company check (preferred method) made payable to JackRussellApps.com. Be aware that as an independent contractor you will receive the standard 1099 Misc. Income tax reporting form at the beginning of each calendar year for the prior year. You are responsible for any, and all federal, income, state or local taxes that may be required based upon your filing of Federal, State and Local taxes each year. FLO-GLOTransfers.com and JackRussellApps LLC will charge the purchasing client any sales tax due on any garments or products sold and will report and pay the sales taxes as required by law.

FLO-GLOTransfers.com / JackRussellApps LLC will conduct promotional sales which may include the work of any or all of our active artists/independent contractors. The independent contractor/artist is not to establish a separate social media account for the products being produced without the express written authorization by JackRussellApps LLC / FLO-GLOTransfers.com to maintain regular communications through our media programs and not at the expense of any independent contractor or artist. If an artist wishes to show his or her work as it relates to the products being produced by FLO-GLOTransfers.com or JackRussellApps LLC, it is required that a link to our social media accounts be used rather than creating self-displays on the independent contractor’s social media accounts, as we would have no means or ability to monitor or modify another person’s social media content.

Any questions, concerns or suggestions regarding the promotion of any artist/independent contractors work with FLO-GLOTransfers.com or JackRussellApps LLC is to be directed by email to [email protected].

A single submission form will be used for each new piece of art created by the artist for use by FLO-GLOTransfers.com or JackRussellApps LLC and is available on the website for ease of use. A copy of the submission forms will be kept on file at JackRussellApps LLC for reference and payment allocations.

The artist/independent contractor will create artwork within the specifications provided by our CEO, Ken Kriegel and those specifications are also located on the website FLO-GLOTransfers.com. There are specific size and color specification that can be created in many art forms including painting, freehand, charcoal, computer generated art etc. The artist acknowledges that any submissions must be their own work solely owned, including copyright for submitting to our company for use in printing new clothing and promotional materials. There can be NO violation of the “Mickey Mouse” rule where use of any art that reflects works that have been created by another artist or company may be created or used. Please read the DMCA page on the website for further explanations of the rules of engagement when it applies to copyright materials. It is assumed that all artwork submitted by you, the artist/independent contractor, has been produced and is solely owned by you including any trademark, copyright or other such legal ownership to the artwork being submitted for use, and being reimbursed to you for such use by FLO-GLOTransfers.com / JackRussellApps LLC

Additional Art Notes for Design: Nothing lewd or in violation of the laws of the United States of America in which there is any discriminatory comments, design, art or abusive language.

Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.

If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed per the laws of the State of Wisconsin, U.S.A. In the event that this agreement is breached; any and all disputes must be settled in a court of competent jurisdiction in the State of Wisconsin U.S.A.

If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the agreement; as a whole.

No Poaching. Neither party can hire/contact/work with either of its employees/resources/former employees directly or indirectly during the term of this contract until 2 years after the termination of this contract without the written permission from the directors of the company.

By clicking the Sign Up Now button you agree to the Independent Artist NDA Contract Agreement and that you have read the document carefully, asked any questions as needed and that you are in agreement with all the mentioned clauses over the document and we require mutually signed copies from representatives of each company authorized to sign such legal agreements. Electronic signatures and submissions are considered valid and legal.

Both parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.