This Design Agreement is entered into as of the date signed below by and between Kim Richardson LLC (the “Designer”) and you [signed below], both of whom agree to be bound by this Agreement.

WHEREAS, the Client has conceptualized a design, hereto (the “Design”) and desires to hire the Designer, who is engaged in the business of graphic design, to design various media such as logos, business cards, print materials, card decks, book covers, cd covers, etc.

NOW, THEREFORE, subject to the terms and conditions hereinafter set forth the Company and the Designer hereto (each individually a “Party” and collectively the “Parties”) agree as follows:

1. DESIGN SERVICES.

The Designer shall develop all deliverables required to implement the Design as described on Exhibit A attached hereto (the “Services”).

2. FEES AND EXPENSES.

2.1. FEES.

The Client shall pay the Designer 50% to start the design. When the project is completed, the remaining 50% will be due. The Designer will not send final files/Design until payment is made in full.

2.2. EXPENSES.

The Designer will not pay for expenses outside the scope of work such as images or content. If you [the client], desires to have such an add on, the Designer will notify the client of the additional expense prior to proceeding.

2.3. INVOICING.

The Designer will send initial invoice and will not start the project until the down payment is completed. Once the project is completed, the Designer will send the invoice for the remaining due. The Designer will not send final files until the second payment is paid.

3. TERM AND TERMINATION.

This Agreement shall last from the date of execution to the completion of the Services, as described herein. The Client may terminate this Agreement for any reason with fifteen (15) days notice to the Designer. Upon such notice of termination, the Designer will provide an invoice to the Client outlining all costs incurred to the point of such notice. Such costs shall be due and payable upon termination. The Designer may withhold any deliverables pursuant to the Services until such payment is made in full.

4. DELIVERY.

The Designer shall deliver all deliverables pursuant to the Services listed from the form filled out and signed below within three weeks [once client provides all the requested items to complete their design]. If the Design as delivered does not conform with the specifications requested from the form filled out by the client prior to started (below), or per discussion via discovery call, the Client shall within fifteen (15) days of the date of delivery notify the Designer in writing of the ways in which it does not conform with such specifications. The Designer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within fifteen (15) days the Design shall be deemed to conform entirely with the specifications requested and signed below.

5. CHANGE IN SPECIFICATIONS.

The Client may request that changes be made to the specifications outlined or other aspects of the Agreement and tasks associated thereto. If the Client requests such a change, the Designer will use their best efforts to implement the requested change. Each Design includes two revisions, each additional revision may result in additional charges of which the designer will outline based on the changes requested. If items are requested in addition to the original request there will be additional fees to the Client. In the event that the proposed change will, in the sole discretion of the Designer, require a delay in the delivery of the Design or would result in additional expense to the Client, then the Client and the Designer shall confer and the Client shall, in its discretion, elect either to withdraw the proposed change or require the Designer to deliver the Design with the proposed change and subject to the delay and/or additional expense.

6. PROPRIETARY RIGHTS.

The Client shall be the owner of all rights, title, and interest in any intellectual property in the Design and the Services shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. The Designer acknowledges and agrees that the Design will contain valuable proprietary rights and disclaims all rights in such rights. The Designer hereby assigns to the Client without further compensation all of its right, title, and interest in the Design and any and all related intellectual property rights thereto.

7. INTELLECTUAL PROPERTY WARRANTY.

The Designer warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. The Client warrants and represents that any content provided to the Designer to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify the Designer against any claim that results from the provision of such allegedly infringing content.

8. JURISDICTION AND VENUE.

This Agreement shall be construed with and governed by the substantive laws of the State of Arizona. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in Gila or Maricopa County, AZ, and said state and federal courts for the State of Arizona shall be the only appropriate jurisdiction and venue for such claim or controversy.

9. NO WAIVER OR MODIFICATION.

No obligation in this Agreement shall be deemed waived, nor shall any term be modified without consent to such waiver or change signed by both Parties.

IN WITNESS WHEREOF, each of the Parties has executed this Stock Subscription Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

Once the form below is completed and the contract is acknowledged, Kim Richardson will send an invoice along with a PDF copy of this contract.