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    Custom Production and Hosting Services Agreement

This Production and Hosting Services Agreement (“Agreement”) is made and entered into between Client and Pineapple Academy, LLC, (hereinafter referred to as “Custom Productions”) by clicking on the box in the Production and Hosting Services Estimate form (“Estimate”).

BACKGROUND

The Client requests services of Custom Productions with respect to the tasks specified herein. In consideration of the mutual promises set forth below, other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the above parties hereby agree as follows:

TERMS AND CONDITIONS

       1.      Scope of Services.  The Client engages Custom Productions to furnish the production and hosting services described in the Estimate , and Custom Productions agrees to furnish the services as specified in the Estimate upon the terms and conditions set forth therein, which are incorporated herein by reference.

       2.     Compensation.  The Client will pay Custom Productions in accordance with the fee and payment terms set forth in the Estimate.

       3.     Termination.  Custom Productions understands that the duration of the Client’s engagement as specified and outlined in the Estimate rests solely in the discretion of the Client and that the Client has the right to terminate this engagement at any time, with or without cause, on the terms set forth in the Estimate.  On the termination of this Agreement, Custom Productions is entitled to receive compensation as set forth in the Estimate.

       4.     Rights to Work.  The parties acknowledge that any production work performed by Custom Productions for Client is being created at the insistence of Client and shall be deemed “work made for hire” under the U.S. copyright law and belong exclusively to Client.

       5.     Independent Contractor Status.   The parties recognize that Custom Productions is an independent contractor and not an employee, agent, partner, joint venture, covenantor or representative of the Client. Client shall not exercise control over Custom Productions during the performance of the services described in the Estimate. Client shall not withhold any funds from Custom Productions for tax or other governmental purposes, and Pineapple shall be responsible for the payment of same.  Custom Productions shall not be entitled to receive any employment benefits offered to employees of Client, including workers’ compensation insurance coverage. Custom Productions shall be responsible to maintain its own insurance coverages at its sole expense.

       6.     Restrictive Covenants

               6.1    Mutual Nondisclosure.  Except as is necessary and required by the Work, neither party shall at any time, either directly or indirectly, use, divulge, disclose, or communicate to any person, firm or corporation, any trade secrets or confidential or proprietary information.  As used herein, trade secret means all information defined as a trade secret under the Missouri Uniform Trade Secrets Act (RSMo §417.450, et seq.) and includes, but is not limited to, the names and addresses of Custom Production’s vendors and customers; the terms and conditions upon which Custom Production’s services are offered and sold; the means, methods and policies by which Custom Productions markets, prices and distributes its services and any financial or other proprietary data pertaining to the business operations of Custom Productions.  This same information shall be “Confidential and Proprietary Information” except for information that is a matter of public record.  The Client may not, during the Client’s engagement with Custom Productions or after termination of this Agreement, disclose any Confidential and Proprietary Information to any person or use it for the benefit of the Client or any other person, except with the prior written consent of Custom Productions.  The Client agrees that the termination of the Client’s engagement with Custom Productions will not release the Client from any obligations under this section relating to non-disclosure.

               6.2   Covenant of Non-Solicitation.   Custom Productions agrees that it and any individual or entity under its direct or indirect control will not solicit as an employee or independent contractor any employee or former employee of Client without the prior written consent of an authorized executive officer of Client for a period of one year.

               6.3    Enforceability.  The parties agree that the restrictions placed upon each of them under this Agreement are reasonable and are calculated to protect their respective legitimate business interests.  Each party acknowledges that a breach of this Agreement would cause the other party irreparable harm and as a result, each party consents to the issuance of an injunction or other appropriate remedy required to enforce the covenants herein.  The restrictions contained herein shall be enforceable by an action for specific performance, restraining order, injunction, damages, or any other remedy provided for by applicable law.

       7.     Miscellaneous. Client is required to have representation on-site during the video production to provide direction, quality control and consulting on the custom content.

               7.1    Governing Law.  This Agreement shall be governed by the laws of the State of Missouri, as they may from time to time exist.  Any legal proceeding relating to this Agreement shall be brought exclusively in the Sixteenth Judicial Circuit Court, Jackson County, Missouri, and both parties hereto consent to the jurisdiction and venue of said courts.

               7.2    Strict Performance.  The failure of either party to insist upon the strict performance of any of the terms of conditions of this Agreement or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect.  No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party.

               7.3    Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

               7.4    Notice.  Any formal notice required or permitted under this Agreement shall be deemed sufficiently given if said notice is personally delivered, sent by registered or certified mail (return receipt requested) or sent by means of email, to the party to whom said notice is to be given.  Notices delivered in person or sent via email shall be deemed to be served effective as of the date the notice is delivered.  Notices sent by registered or certified mail (return receipt requested) shall be deemed to be served seventy-two (72) hours after the date said notice is postmarked to the addressee, postage prepaid.

               7.6    Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

               7.7    Assignability.  This Agreement is a personal services contract and may not be assigned by either party.

               7.8    Entire Agreement.  This Agreement constitutes the entire Agreement between the parties with respect to their consulting relationship.  There are no verbal understandings, agreements, representations, or warranties between the parties which are not expressly set forth herein.  This Agreement supersedes all prior agreements and understandings between the parties, both written and oral.

       8.       Acknowledgment.

CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS ONLINE PRODUCTION AND HOSTING SERVICES AGREEMENT by clicking on the box indicating such that is found on the Production Services Estimate form.