1. Definitions and Interpretations
   • Certain terms used herein shall have the meaning ascribed to such terms as set forth in Exhibit 1.
   • All the defined terms as set forth in Exhibit 1, if defined in the singular or present tense, shall also retain such general meaning if used in the plural or past tense, and if used in the plural or past tense, shall retain the general meaning if used in the singular or present tense.
2. Payments
   • Client shall pay the Fees as designated on all Contractor invoices.
   • Invoices may be sent to Client by Contractor as a matter of convenience to Contractor; provided, however, the obligations in this Agreement shall supersede any inconsistent provision in any invoice. In addition to any other remedies available in this Agreement or otherwise in law or in equity, Client shall pay to Contractor interest at the rate of eighteen percent (18%) per annum on all Fees that are unpaid fifteen (15) or more days after such Fees are due or the highest rate legally permissible if less than eighteen percent (18%).  Payment when due of the Fees by Client is of the essence of this Agreement.
   • Client shall be solely responsible for payment of any and all Taxes on any transactions pursuant to this Agreement including, without limitation, Taxes imposed by any Governmental Authority on transactions associated with or arising out of the Services.
3. Retained Rights
   • All licenses not expressly granted to Client pursuant to this Agreement are reserved by Contractor. Client shall not acquire any right, title or interest in and to any Contractor Intellectual Property.  Client shall not contest the right, title or interest of Contractor in and to Contractor Intellectual Property or the validity of any license granted by Contractor to Client pursuant to this Agreement.  Client shall not at any time apply for any registration of any Intellectual Property which would affect the right, title or interest of Contractor in and to Contractor Intellectual Property nor shall Client file any document with any Governmental Authority or take any action which would impact any such right, title or interest in and to Contractor Intellectual Property or assist any other Person with such action or document.
   • All right, title and interest in and to Contractor Intellectual Property exclusively vests in and shall always vest with Contractor or its respective designees (as applicable).
   • Client shall promptly notify Contractor of any unauthorized use of Contractor Intellectual Property by third Persons that come to Client’s attention. Contractor shall have the right, exercisable at Contractor’s sole discretion, to institute and control all Claims against third Persons relating to Contractor Intellectual Property.
   • To the extent Client is deemed an owner of any Intellectual Property which Contractor has Developed or otherwise has a bona fide claim of ownership (whether arising from this Agreement or otherwise), Client hereby assigns any and all such Intellectual Property to Contractor and will execute and undertake all documents and all actions necessary to effect the clarification of ownership of all such Intellectual Property to Contractor and to permit Contractor to apply for registration of such Intellectual Property and/or issuance of patents, as well as maintain any registrations or issuances granted.
   • Contractor retains the right to preclude Client’s use of any portion of Contractor Intellectual Property that is determined to infringe a third Person’s Intellectual Property or that is the subject of a prohibition of use by any Governmental Authority (a “Prohibition Event”). If a Prohibition Event occurs and such preclusion follows, then Contractor shall have ninety (90) days to provide a substitute, in Contractor’s sole and absolute discretion, to the affected Contractor Intellectual Property for Client’s use consistent with the provisions of this Agreement.
4. Client Covenants, Representations & Warranties

Client covenants, represents and warrants the following:

• Client’s use of any Intellectual Property will not infringe upon any third Person’s Intellectual Property rights.
• Client shall provide and/or facilitate the acquisition of all documents, work visas, permits, licensing, etc. as required to perform the Services in the location of the proposed work and that Client shall bear all costs incident to compliance with the requirements of this Section.
• Client is and will remain compliant with all federal, state and local laws pertaining to privacy and permitted use of any Client premises.

5. Disclaimer of all Warranties and Representations

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER OR NOT IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, MATERIALS OR ANY OF THE TRANSACTIONS REASONABLY CONTEMPLATED BY THE PARTIES PURSUANT TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT CONTRACTOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING. Nothing in this Agreement, or in any other statements made by Contractor, will be construed as a promise or guarantee about the outcome of any Client matter or any related matter. Client understands, represents and warrants that Contractor cannot make such promises or guarantees. Client acknowledges that they have not received any promises or guarantees from Contractor, and that any comments about the outcome of any matter are expressions of opinions only.

In recognition of the Fees charge by Contractor, the relative risks, rewards and benefits of the project to both Client and Contractor, Client agrees that, to the fullest extent permitted by law, Contractor’s total liability to Client, contractors and subcontractors for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the project or this Agreement, from any cause or causes, including but not limited to negligence, breach of contract, misrepresentation, errors, omissions or strict liability, shall be limited to available insurance policy limits or the Contractor’s Fees paid under this Agreement, whichever is less.  This limitation applies to Contractor, its owners, officers, employees, agents, and subcontractors.

6. Remedy

CONTRACTOR SHALL NOT BE HELD LIABLE TO CLIENT ON ACCOUNT OF, OR DUE TO, BREACH OF THIS AGREEMENT OR FOR ANY INDEMNIFICATION OBLIGATION (AS DEFINED IN SECTION 10) IN OR FOR AN AMOUNT THAT EXCEEDS THE FEES PURSUANT TO THIS AGREEMENT RECEIVED BY CONTRACTOR FROM CLIENT PURSUANT THIS AGREEMENT AND CONTRACTOR SHALL NOT BE LIABLE TO CLIENT (NOR TO ANY PERSON CLAIMING ANY RIGHT, TITLE OR INTEREST DERIVED FROM OR AS SUCCESSOR TO CLIENT’S RIGHT, TITLE AND INTEREST) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, OR BUSINESS ARISING OUT OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

7. Client Default Event

Client shall be in default of this Agreement in the event of the occurrence of any of the following (“Client Default Event”):

• Client fails to pay any Fees when due; or
• Client breaches any non-monetary provision of this Agreement and fails to cure such breach within seven (7) days of the breach.

8. Contractor Default Event

Contractor shall be in default of this Agreement in the event of the occurrence of any of the following (“Contractor Default Event”):

• Contractor fails to exercise the efforts required to cure a Material Defect or Latent Material Defect in the timeframes required by this Agreement; or
• Contractor materially breaches any other provision of this Agreement and fails to cure such breach within thirty (30) days of Contractor receiving written notice from Client of such material breach.

9. Effect of Default; Termination
   • Upon the occurrence of a Client Default Event, Contractor shall have the right to any and all remedies available at law and/or in equity including, without limitation, the right to terminate this Agreement. On termination of this Agreement, all Fees owed or accrued as of the date of termination shall be immediately due and payable without set‑off of any kind and Client shall immediately return to Contractor all Contractor property in Client’s possession or control, together with a written statement signed by an officer of Client certifying that said return is complete; provided, however, Contractor shall also have the right to enter any and all locations of Client to confirm Client’s return of Contractor materials and property.
   • Upon the occurrence of a Contractor Default Event, Client shall have the right to terminate this Agreement; provided however, nothing related to the termination of this Agreement shall terminate Client’s obligations with respect to payment of Contractor’s Fees pursuant to this Agreement. Such Fees are due and payable by Client to Consultant in perpetuity.
   • Notwithstanding any other provision of this Agreement, Contractor may file a mechanic’s lien against any premises Related to this Agreement pursuant to state law as a result of Client’s failure to provide timely payment of Fees to Contractor, or Client otherwise interfering or delaying progress of Contractor’s provision of Services.
10. Indemnification
    • Client shall indemnify, defend and hold Contractor and Contractor’s Representatives (the “Contractor Indemnified Parties”) harmless from and against any and all liability, expense (including court costs and attorney fees) and claims for damage of any nature whatsoever, whether known or unknown as expressly set forth and described herein, which Contractor Indemnified Parties may incur, suffer, become liable for, or which may be asserted or claimed against Contractor Indemnified Parties as a result of the acts, errors or omissions of Client. Contractor Indemnified Parties shall not be liable in any event for damages, including direct, indirect, incidental, special, consequential (including Client’s loss of profits or business goodwill) or any other type of damages arising out of this Agreement or the actions of Contractor Indemnified Parties pursuant to this Agreement.
    • Contractor shall indemnify and hold Client and Client’s Representatives (the “Client Indemnified Parties”) harmless from and against any Losses incurred by any of Client Indemnified Parties with respect to, arising from or out of any Claim that relates to or arises out of any malicious act or omission of Contractor (“Indemnification Obligation”).
11. Assignment

This Agreement is exclusive to Client, and Client shall not assign or transfer any of Client’s rights or have assumed any of Client’s obligations pursuant to this Agreement to and by, respectively, third Persons, without the prior written consent of Contractor.

12. Encumbrance

Client shall never Encumber, nor authorize nor enable any Person to Encumber, any Contractor property or materials or any portion thereof.  Contractor shall not Encumber, nor authorize nor enable any Person to Encumber, any Client property or any portion thereof except as provided in Section 9.3.

13. Independent Contractor

Contractor is an independent contractor and is not an employee, partner, joint venture, or owner of Client or Client’s business. Contractor is not authorized to speak for, represent, or obligate Client in any manner without the prior express written consent from Client. It is expressly understood that Contractor has no fiduciary obligation to Client, but instead a contractual one described by the terms of this Agreement. Contractor will not be eligible for, and shall not participate in, any employee health, welfare, or other benefit plan of Client. No worker’s compensation insurance shall be obtained by Client covering Contractor. Contractor shall be responsible for all taxes that may arise from its own compensation and other amounts paid to Contractor under this Agreement.

14. Miscellaneous Provisions
    • Client acknowledges that Client’s misuse, unauthorized use and/or failure to return all Contractor property and materials in its possession or control upon termination of this Agreement or any violation by Client of Client’s covenants in this Agreement would result in damage that is largely intangible, but nonetheless real, and that is incapable of complete remedy by an award of damages. Accordingly, any such violation shall give Contractor the right to a court-ordered temporary restraining order and injunction (both preliminary and permanent) without any requirement to post bond and/or other appropriate order to specifically enforce those covenants.
    • Client shall allow Contractor to enter any and all locations where Contractor property and/or materials are present at reasonable times to audit and inspect the safety and security of Contractor property and materials. If such audit or inspection results in a Client Default Event, Client shall be responsible for any fees associated with such audit or inspection.
    • Nothing in this agreement shall be construed to create an employer-employee relationship or constitute a work-for-hire agreement between Contractor and Client. The parties agree that Contractor shall dedicate the time necessary to complete the scope of work detailed in this Agreement as determined in the sole and absolute discretion of Contractor.
    • Throughout the term of the Agreement and for a period of two (2) years thereafter, Client shall neither solicit, attempt to solicit, or assist another to solicit any employee or independent contractor associated with Contractor to work for Client or perform work for any other Person; nor incite, or attempt to incite, or assist another in inciting any Person to terminate employment with Contractor.  Client acknowledges that the provisions of this Section are reasonable in light of the legitimate business needs of Contractor, and that Client will not be unduly burdened by the restrictions imposed hereby.
    • If any provision of this Agreement should be held to be void or unenforceable, in whole or in part, by a court of competent jurisdiction, then such court shall correct the defect in a narrowly tailored manner to approximate the manifest intent of the Parties.
    • This Agreement represents the entire understanding between Contractor and Client with respect to the Services. This Agreement may be changed, waived, discharged or terminated only by an instrument in writing, signed by the Party against which enforcement of such change, waiver, discharge or termination is sought.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns and may be executed in one (1) or more counterparts.  The Parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their attorneys and that any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, including amendments or any exhibits.
    • Client grants Contractor the right to create photographs or video (“Project Media”) of Client premises during and within six months of the termination of the Agreement and to use Project Media including, without limitation, Client identity and marks for any purpose in perpetuity and without remuneration by Contractor to Client.
15. Non-Waiver

Waiver by Contractor of performance of any provision of this Agreement shall not be a waiver of, nor prejudice to, Contractor’s right to require, strict performance of the same or any other provision in the future.

16. Mediation

The Parties agree that in the event of any dispute or disagreement solely between or among any of them arising out of, relating to or in connection with this Agreement (“Party Dispute”), the Parties shall use their best efforts to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation and mutual agreement. The Parties shall meet at a mutually convenient time and place to attempt to resolve any such dispute. However, in the event that the Parties are unable to resolve any Party Dispute, such parties shall first attempt to settle such dispute through a non-binding mediation proceeding. In the event any party to such mediation proceeding is not satisfied with the results thereof, then any unresolved disputes shall be litigated. In no event shall the results of any mediation proceeding be admissible in any judicial proceeding

Any Party may commence a mediation proceeding by serving written notice thereof to the other Parties, by mail or otherwise, designating the issue(s) to be mediated and the specific provisions of this Agreement under which such issue(s) and dispute arose. A Party may withdraw from the Party Dispute by signing an agreement to be bound by the results of the mediation, to the extent the mediation results are accepted by the other Parties as provided herein. A Party who withdraws shall have no further right to participate in the Party Dispute. The Parties shall select one neutral third party mediator (the “Mediator”) with expertise in the area that is in dispute. The Mediator shall schedule sessions, as necessary, for the presentation by all Parties of their respective positions, which, at the option of the Mediator, may be heard by the Mediator jointly or in private, without any other Parties present. The mediation proceeding shall be held in the city in which the dispute arose or such other place as agreed by the Mediator and all of the Parties. The Parties may submit to the Mediator, no later than ten (10) business days prior to the first scheduled session, a brief memorandum in support of their position. The Mediator shall make written recommendations for settlement in respect of the dispute, including apportionment of the mediator’s fee, within ten (10) business days of the last scheduled session. If any Party involved is not satisfied with the recommendation for settlement, the Party may then commence litigation in a court of competent jurisdiction as defined in Section 17.

17. Governing Law and Jurisdiction

The Parties hereby submit to the exclusive jurisdiction of the state courts located in the State of Nevada, County of Clark, for any actions, suits, or proceedings Related to this Agreement. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of an alleged breach of this Agreement, in the courts of the State of Nevada or of the United States of America located in the State of Nevada, and hereby further irrevocably and unconditionally waive and agree not to plead or Claim in such court that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum. This Agreement shall be construed in accordance with the laws of the State of Nevada.

EXHIBIT 1: DEFINITIONS

“Agreement” shall mean any Contract or other document memorializing the terms of Service.

“Business Day” shall mean any day, Monday through Friday, excepting Saturday and Sunday and also excepting any day on which federal chartered banks situated in Clark County, Nevada are generally not open for business.

“Claim” shall mean any demand, complaint, request for redress, assertion of a cause of action or other claim whatsoever.

“Client” shall mean any Person entering into a Contract with Contractor for the provision of Services.

“Contractor” shall mean Ervinas Facilities Management LLC (EFM), a limited-liability company organized under the laws of the State of Nevada, United States of America, doing business as Ervinas Facilities among others, and EFM’s subsidiaries, affiliates, agents, employees, predecessors-in-interest, successors, and assignees.

“Contractor Trade Secrets” shall mean Trade Secrets owned, held, used or licensed by Contractor.

“Confidential Information” shall mean all the Content relating to, used in or arising out of Contractor’s business, finances or other operations and held by, owned, licensed, or otherwise possessed by Contractor (whether held by, owned, licensed, possessed or otherwise existing in, on or about Contractor’s offices, residence(s) or facilities and regardless of how such Content came into being, as well as regardless of who created, generated or gathered the Content), including, without limitation, all Content contained in, embodied in (in any Media whatsoever) or relating to Contractor’s ideas, creations, works of authorship, works of visual art, business documents, Contracts, licenses, business and non-business relationships, correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, supplier and customer lists and data, sales data, cost data, profit data, strategic planning data, financial planning data, designs, logos, motifs, proposed trademarks or service marks, test results, product or service literature, product or service concepts, manufacturing or sales techniques, process data, specification data, know how, show how, Software, data bases, research and development information and data and the Requirements; provided, however, that “Confidential Information” shall not include information or data “generally publicly known”.  The phrase in the previous sentence “generally publicly known” shall not be deemed to include the Content set forth in patents despite the fact that patents have been published by the federal government, unless such embodiment has otherwise been the subject of a publication for general public consumption (other than publication as a patent) or if that embodiment is otherwise utilized generally by Persons in the United States of America in the industry or market within which Contractor competes.  All references to Confidential Information in this Agreement shall be deemed to also refer to Contractor Trade Secrets as well, but references to Contractor Trade Secrets shall not be deemed to automatically refer to Confidential Information.

“Content” shall mean all material, information, documents, matter, text, Software, data, graphics, computer-generated displays and interfaces, images, photographs and works of whatsoever nature, including, without limitation, all compilations of the foregoing and all results and/or derivations of the expression of the foregoing.

“Contract” shall mean all agreements, contracts, understandings, undertakings, obligations, and other documents or matters where there is or was an agreement to be bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, or the power to veto major policy decisions of any such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Develop” shall mean develop, conceive, discover, reduce to practice, create, or otherwise arise out of a Person’s efforts in any manner whatsoever and through any means whether now known or hereafter developed.

“Encumber” shall mean to impose a security interest, pledge, hypothecation, lien, mortgage, or any other encumbrance of whatsoever nature.

“Exhibit” shall mean an enumerated exhibit each of which shall be deemed attached hereto and incorporated herein by way of the specific reference or references made in this Agreement and any such exhibit shall not be required to be separately executed for such exhibit to form a valid, binding and enforceable part of this Agreement.

“Fees” shall mean any and all fees to be paid by Client pursuant to this Agreement.

“Governmental Authority” shall mean any federal, state, county, municipal or other sovereign entity or jurisdiction, as well as all subdivisions, agencies and authorities thereof.

“Intellectual Property” shall mean all foreign, federal, state and common law trademarks, service marks, domain names, Internet path names and addresses of whatsoever nature, trade dress, copyrights, know-how, show-how, patents, Inventions (whether or not patentable), mask works, Software, proprietary data, customer lists, strategic plans, financial data, Trade Secrets, all other intangible assets of whatsoever nature and all applications for registration and/or issuance with respect to all the foregoing and whether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of the foregoing:  (i) all goodwill associated with any and all of the foregoing; (ii) all parents, continuations, continuations in part, divisionals, reissues and extensions; and (iii) all moral rights associated with any and all of the foregoing.

“Inventions” shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), and any work of authorship (whether or not copyright protection may be obtained for it).

“Latent Material Defect” shall mean a Material Defect in or with respect to the Services not reasonably discernable prior to acceptance or rejection by Client.

“Losses” shall mean any and all damages, liabilities, costs, expenses, fees (including, without limitation, attorneys’, accountants’, investigators’, witnesses’ and professionals’ fees), charges, expenditures, liabilities, damages and other losses of whatsoever nature.

“Material Defect” shall mean a defect that negates the ability to effect the essential functions of the workmanship or products provided pursuant to the Services; provided, however, that any defect caused by, arising from, or emanating from anything outside the reasonable control of Contractor, including, without limitation, any modification or error on the part of Client or any defect of any materials, hardware or equipment provided by Third Parties shall not constitute a “Material Defect.”

“Party” shall mean Client or Contractor.

“Person” shall mean any natural person, corporation, limited liability company, limited partnership, partnership trust, association, organization or other entity of whatsoever nature.

“Related” shall mean in any way comprising, describing, reflecting, embodying, contained in, referring to, connected with or pertaining or relating to, in whole or in part.

“Representatives” shall mean all shareholders, directors, officers, strategic advisors, employees, agents, representatives, attorneys, and accountants either holding equity in, retained by, employed by, commissioned by or otherwise Controlled by a subject Person.

“Schedule” shall mean an enumerated schedule each of which shall be deemed attached hereto and incorporated herein by way of the specific reference or references made in this Agreement.

“Section” shall be deemed a reference to an enumerated provision of this Agreement.  Section headings are used for convenience only and shall have no interpretive effect or impact whatsoever.

“Services” shall include, without limitation, any and all time, efforts, materials and expertise utilized by Contractor in the performance of Contractor’s obligations pursuant to any Contract for the benefit of the Client.

“Taxes” shall mean sales, use, excise and other taxes, duties or imposts of whatsoever nature, other than income taxes imposed by Governmental Authority.

“Term” shall mean the period beginning on the Effective Date and continuing until completion of the scope of work and payment of all Fees by Client to Contractor, unless earlier terminated pursuant to the provisions of this Agreement.

“Trade Secrets” shall mean trade secrets as such term is defined in the Uniform Trade Secrets Act, as promulgated from time to time in Nevada.