Partner Agreement

Partner Agreement -
This Partner Agreement, made and entered into by and between: Hyperbaric Health located at 4445 Corporate Lane, Suite 275, Virginia Beach VA 23462 an advertising & marketing agency, and equipment wholesaler and , (hereinafter "Partner"), Located at: , a (hereinafter referred to as the "Partner") is to evidence the following:

WITNESSETH

WHEREAS, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual/handwritten signature on this Agreement. By selecting "I Accept" using any device, means or action, you consent to the legally binding terms and conditions of this Agreement. You further agree that your signature on this document (hereafter referred to as your "E-Signature") s as valid as if you signed the document in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting agreement between you and Spark Factory. You are also confirming that you are the Partner authorized to enter into this Agreement. You further agree that each use of your Spark Factory email equates to your E-Signature and constitutes your agreement to be bound by the terms and conditions of these Disclosures and Agreement as they exist on the date of your E-Signature on this form.

WHEREAS, the Company is engaged in the business of Marketing & Advertising Services. Including Paid Advertising, Social Media, Search Engine Optimization & Lead Generation hereinafter defined as the Business of the Company.

WHEREAS, in consideration of mutual promises by the Company and the special financial benefits provided hereunder. Partner desires to enter into this Partner Agreement (the “Contract”) and agrees to abide by, comply with fulfilling in all respects the covenants and Contracts herein set forth.

WHEREAS, as a consequence of Partner's consultancy the Partner may become deeply engaged with the business methods of the Spark Factory, including, but not limited to, its unique technical services, management practices, and business techniques, its market development projects and its relationships with its Spark Factory.

WHEREAS, Partner acknowledges and agrees that the Spark Factory needs appropriate safeguards to protect its investment in its business as well as to maintain the confidentiality and secrecy of its methodologies.

WHEREAS, the Partner desires to serve in an executive capacity with the Spark Factory to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the Spark Factory and the Partner hereby agree as follows:

I. Partner's QUALIFICATIONS

Partner represents and warrants to the Spark Factory that the Partner is free to accept a contract with the Spark Factory as contemplated hereby, and any person, firm, partnership, association, or business organization which would in any way hinder or interfere with Partner's acceptance of, or the full performance of, Contractor’s obligations hereunder, or the exercise of Partner's best efforts hereunder. Partner agrees diligently and faithfully to perform the Contractor’s work and to comply with all of the rules, regulations, and instructions of the Spark Factory Partner agrees that, while under the contract of the Spark Factory during the term hereof, the Partner will not disclose any matters that will hinder the services of the Spark Factory.

II. . DUTIES AND AUTHORITY
The duties of Partner shall include, but not be limited to, the following:
A. The Partner shall work with Spark Factory on an as-is basis.

B. The Executive shall not have the authority to sign any contract, lease any property, borrow and money, pledge any of the assets of the Company as security for a loan, file any lawsuit or settle any claim for or against the Company without the written consent from of the President. The Partner shall act professionally for the Company;

C. Such matters and responsibilities as of the Partner shall be restricted to the scope of sales for the United States.

D. To comply with all policies, directives, and quotas now or hereafter issued by Spark Factory with respect to the sales & business development of the Company.

III. COMPENSATION
In consideration of the mutual covenants herein contained Spark Factory shall compensate the Partner as follows:

$18 per hour, starting after we open. A sign on bonus may be offered against future earnings. Hours vary based on scheduling and as required by Scott Aadal.

Commission of 10% per month for the life of the client on collected revenue from Red Light Therapy, HBOT and other services.

All commissions are paid on collected revenue . Such payments will be made promptly by the 15th of the following month.

IV. TERM
This Contract and Partner's relationship hereunder shall be for a minimum term of ninety days probationary period commencing as of the , herein referred as the initial term and automatically renewing as the renewal term for one year (the initial term, together with any and all renewal terms, are hereinafter collectively referred to as the "Contract Period"), and shall be automatically renewed from year to year. If the Partner is terminated for a cause listed below, then the Partner shall be entitled to formal written notice, but shall reserve the right to either maintain it’s designated stock share and receive benefits or sell its shares based on General Accounting Principles at fair market value.uct that is detrimental to the business of the Company after being informed by the

VII. METHODOLOGIES
Partner covenants and agrees to disclose promptly, in writing, to the Company, and to no other person, firm, Company, association or partnership all methodologies, concepts, plans, notions, and ideas, made or conceived, alone or in conjunction with others, while in the employment of the Company, if resulting from, suggested by, or relating to such employment (whether or not made, conceived or refined at the request, at the discretion, or upon the suggestion of the Company during, or out of usual hours of work, or about the premiums of the Company, or elsewhere, and whether made, conceived or refined prior or subsequent to the execution of this Contract). All right, title, and interest to such methodologies, concepts, plans, notions, and ideas, shall be the sole and exclusive property of the Company.

VIII. COVENANTS OF NON-DISCLOSURE
Partner agrees so long as this Contract is in effect:

A. The Partner shall use best efforts to the furtherance and promotion of the Spark Factory’s business.

B. Partner shall not at any time during the term of this Contract, or thereafter, directly or indirectly, use for Contractors own benefit or purposes for the association, Spark Factory’ or business organization, or disclose (except in the performance of Partner's duties hereunder) in any manner to any person, firm, partnership, association, Spark Factory or business organization, any trade secrets, information, know-how or knowledge relating to Spark Factory, technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or Contractors) belonging to, or relating to the affairs of the Spark Factory except where required in good faith to transact the business of the Company during the term of this Contract.

C. To provide to Spark Factory, at its request, and in any event within three (3) days after the termination of Contractors services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Spark Factory and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all of Spark Factory equipment and other property in Partner's hands or under Partner's control at the time of the termination of Partner's consultancy hereunder; and

D. To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, Spark Factory, lists, trade secrets, and other confidential information concerning Spark Factory 's business and its methods of doing business.

IX. NON-COMPETE
Throughout the duration of this agreement the Recipient shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of Spark Factory without the written consent of the management.

The recipient warrants and guarantees that throughout the duration of this agreement and for a period not to exceed 2 years following the culmination, completion or termination of this agreement, that s/he shall not directly or indirectly engage in any business that would be considered similar in nature to with Spark Factory its subsidiaries, and any current or former clients and/or customers. Nor shall the Recipient solicit any client, customer, officer, staff or Partner for the benefit of himself/herself or a third party that is or may be engaged in a similar business.

X. INJUNCTIVE RELIEF
Partner acknowledges that (i) his experience and capabilities are such that the provisions of Section I and Section V would prevent him from earning a livelihood; (ii) the services to be rendered by him to the Company are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in Section V& VIII are reasonable and necessary for the protection of the Company's business;

XI. BREACH OF CONTRACT
The restrictive covenants and allegations set forth in Sections VIII, against the Partner are of the essence of this Contract and shall be construed as independent of any other of the provisions of this Contract. The existence of any claim or cause of action of the Partner against Company, whether predicated on this Contract or otherwise, shall not constitute a defense to the enforcement by Company of any of said restrictive covenants. Partner agrees that if Partner breaches any of Partner's covenants and obligations set forth in Sections VII, hereof, the Company shall have the right, to terminate this agreement and commission without a set-off or waiver of the duties and obligations as set forth in section V of this agreement.

XII. WAIVER
The failure of either party at any time, or from time to time, to require performance of any of the other party's obligations under this Contract shall in no manner affect such party's right to enforce any provisions of this Contract at a subsequent time arising out of any subsequent breach.

XIII. INDEMNIFICATION
Limitation on Warranties, Representations, and Indemnities: Disclaimer. Partner shall defend, indemnify, and hold harmless against any third party claims arising out of or relating to any use of Spark Factory Services, including claims resulting from the use of the Spark Factory Services. Partner disclaims all warranties, express and implied, including the warranties of merchantability and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice.

XIV. NON-DISPARAGEMENT

Partner and Spark Factory agree they shall not disparage one another during the period
covered by this agreement and beyond, regardless of when, or who terminates the
agreement.

For purposes of this section, “disparage” means any negative statement, whether written or oral, or images, to include, but not limited to posts to social media (e.g., Facebook, Twitter, LinkedIn, Instagram, etc.) or comments during media engagements (e.g., interviews via radio, TV, newspaper, etc.) by anyone, officers, directors, or Contractors about Spark Factory or by Spark Factory about Partner , its officers, directors, Contractors, clients, and/or attorneys.

Both Parties agree and acknowledge this non-disparagement provision is a material term ofthis Agreement, the absence of which would have resulted in Partner and Spark Factory
refusing to enter into this Agreement.

Both parties agree that if a breach were to occur, it would be difficult to determine actual damages. Based on what the parties presently know, they agree that $10,000.00 is a reasonable estimate of the damages that would accrue if a breach occurred in the future. Both parties agree that the amount of liquidated damages is $10,000.00 per incident.

XV. MISCELLANEOUS
A. This Contract represents the entire Contract between the parties hereto and supersedes any other Contract’s, representations or understandings, written or oral, between the parties.

B. This contract has been negotiated and executed in Virginia. Any dispute, which may arise hereunder, shall be governed by and construed in accordance with, the laws of the State of Virginia. Venue and jurisdiction for any action arising hereunder shall lie exclusively in the Courts of The City of Virginia Beach, Virginia United States of America.

C. This Contract may be amended from time to time by the company’s desire so long as such amendments are in writing and executed by the parties hereto.

D. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signature appearing on this document is the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the parties hereto have set their hands the day first written below through digital signatures.

Leave this empty:

Your legal name

Your email address

Please Confirm full name and signature.

Draw Signature
Type In Signature

Draw your signature with your mouse, tablet or smartphone Clear

I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

I agree that I am and I understand this is a legal representation of my signature

Adopt & Sign

Timestamp

Audit

February 14, 2023 1:22 pm EDT

Partner Agreement Uploaded by Scott Aadal - scott@hyperbarichealth.io IP 68.229.126.77