SUBCONTRACTOR TERMS OF SERVICE AGREEMENT

This contract (the “Agreement”) is entered into by and between the below-named parties (the "Parties”). This contract will expire immediately if Subcontractor is not accepted as a VAUGHAN + CO. verified Subcontractor. VAUGHAN + CO. may be referred to as, “Contractor” throughout this agreement.

VAUGHAN + CO. VALUES
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.

VAUGHAN + CO. agrees to cooperate with and provide Subcontractor in a timely manner with everything needed to complete the services as requested by Contractor.

Subcontractor agrees they have the experience and ability to complete everything VAUGHAN + CO. has proposed and agreed to for the Client’s project, and the Subcontractor will complete the scope of work in a professional and timely manner. Both VAUGHAN + CO. and Subcontractor will undertake every effort to meet project deadlines, and to meet the expectation of the scope of work and excellence to the best of their abilities.

RELATIONSHIP OF PARTIES
Both Parties agree that Subcontractor is, and at all times during this Agreement shall remain, an Independent Contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Subcontractor and VAUGHAN + CO.

Subcontractor agrees to perform services as described in scope of work/invoice and VAUGHAN + CO. agrees to pay Subcontractor as described in initial and future scope of work/invoice(s).

SCOPE OF WORK
VAUGHAN + CO. shall provide to Subcontractor a basic scope of work description verbally or digitally in writing with the overall project details. Subcontractor shall provide VAUGHAN + CO. a basic scope of work per project outline with individual project pricing in writing.

VAUGHAN + CO. and Subcontractor must be in full agreement of the scope of work before deposits and/or payments of any kind will be assumed, expected, or distributed and/or work may begin on the project.

PAYMENT
VAUGHAN + CO. understands the importance of paying independent contractors, in a timely manner and wants to maintain a positive working relationship with our Subcontractors to keep projects moving forward.

To be paid, the Subcontractor must issue to Contractor an invoice with scope of work as described in this agreement with a draw schedule that aligns with the project schedule.

Payments for each invoice delivered by Subcontractor to VAUGHAN + CO. are due within 4 days of receipt. In case of overdue payments, Subcontractor reserves the right to stop work until payment is received.

DEPOSIT
A 50% deposit is due to Subcontractor upon the acceptance of the scope of work invoice by Contractor so the subcontractor may place the VAUGHAN + CO. project on their schedule and manage their jobs accordingly.

PAYMENT BALANCES
Invoice balances are paid to Subcontractor in accordance with the draw schedule detailed in the scope of work/invoice. In the event, the Subcontractor does not signify a draw schedule, final payment will be made within 15 days of completion of work completed by Subcontractor.

LATE PAYMENTS
In the event, an invoice is not paid on time, to the maximum extent allowable by law, the Subcontractor may charge Contractor a late payment fee up to 1.50% per month on any overdue and unpaid balance not in dispute.

Subcontractor’s acceptance of such service charges does not waive its rights to any remedies for Contractor’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.

EXPENSE REINBURSEMENT
Contractor shall reimburse Subcontractor of all expenses that are reasonable and that have been authorized by Contractor in advance; payable within 15 days of receipt of itemized invoice.

SCOPE OF WORK CHANGES
Any material changes to the scope of work, including, but not limited to, work to be performed and related fees must be approved by the prior written consent of both parties.

WARRANTY
Subcontractor warrants that:

- the scope of work will be performed in a professional and workmanlike manner and no services or any part of this Agreement is or will be inconsistent with any obligation Subcontractor may have to others;
- none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor);
- Subcontractor has the full right to provide VAUGHAN + CO. with the assignments and rights provided for herein;
- Subcontractor and Contractor shall comply with all applicable laws in the course of performing the Services and;
- if Subcontractor's work requires a license, Subcontractor will obtain that license before the commencement of work, and the license is in full force and effect.

Except as set forth in this agreement, Subcontractor disclaims any and all warranties, whether expressed or implied, including but limited to the warranty of merchantability, fitness for a particular purpose, suitability, completeness or results to be derived from the work.

Except as set forth herein, all deliverables are delivered on as “As-Is” basis.

APPROPRIATE CONDUCT
Subcontractor and Contractor will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement Subcontractor believes that he/she has been subjected to harassing behavior on the part of VAUGHAN + CO. or Contractor’s staff, Subcontractor will notify VAUGHAN + CO. and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following Subcontractor's second notice, such behavior will constitute a breach of this Agreement and entitle Subcontractor to terminate this Agreement in accordance with the Agreement's Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to Subcontractor by law.

OWNERSHIP + LICENSES
VAUGHAN + CO. and Subcontractor agrees the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that VAUGHAN + CO. and Subcontractor conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by VAUGHAN + CO. and/or Subcontractor individually or jointly, on or off the premises of Client job site, or during or after working time) shall be treated individually as if the development of such deliverable constitutes a "work for hire" and shall be owned by both parties.

Subcontractor agrees that Subcontractor has no interest in any materials that VAUGHAN + CO. submits to Client, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law.

RIGHT TO AUTHORSHIP
Both parties agree that when asked, Subcontractor must properly identify VAUGHAN + CO. as the creator of the deliverables. Subcontractor does not have a proactive duty to display VAUGHAN _ CO.’s name together with the deliverables, but Contractor may not seek to mislead others that the deliverables were created by anyone other than Subcontractor.

VAUGHAN + CO. hereby agrees Subcontractor may use the work product as part of Subcontractor's portfolio and websites, galleries and other media solely for the purpose of showcasing Subcontractor's work but not for any other purpose. Subcontractor will not publish any confidential or non-public work without Client’s prior consent.

TERM + TERMINATION
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice. Either Party may also at any time terminate the Agreement immediately if:

- the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.

If this Agreement is terminated earlier by Subcontractor without cause, VAUGHAN + CO. agrees to pay Subcontractor any and all sums which are due and payable for:

- services provided as of the date of termination; and
- expenses already incurred, including those from documented non-cancelable commitments. Subcontractor agrees to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to Subcontractor by Contractor hereunder. Upon termination, VAUGHAN + CO. shall pay Subcontractor for all undisputed amounts due and payable. If upon termination Contractor has not paid undisputed fees owed for the material, deliverables or Services provided by Subcontractor as of the date of termination, VAUGHAN + CO. agrees not to use any such material or the product of such Service, until Contractor has paid Subcontractor in full. Any provisions or clause in this contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Subcontractor shall retain a perfected security interest in the deliverable or material until Contractor has made payment in full for all undisputed amounts as of the termination date. VAUGHAN + CO. hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.

NON-SOLICIT
Subcontractor agrees that during the period in which it is providing Services and for one year thereafter, Subcontractor will not encourage or solicit any employee, vendor, client or contractor of VAUGHAN + CO. to leave Contractor for any reason.

INDEMNIFICATION + LIMITED LIABILITY
Subcontractor agrees to indemnify, defend and hold harmless VAUGHAN + CO. from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys' fees, costs and expenses) arising

- through Subcontractor's gross negligence;
- out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or
- from a breach or alleged breach of any of Subcontractor's representations, warranties or agreements herein.

VAUGHAN + CO. agrees to indemnify, defend and hold harmless Subcontractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising in any manner caused by VAUGHAN + CO.

- gross negligence;
- out of any claim that Subcontractor provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or
- from a breach or alleged breach of any of Subcontractor’s representations, warranties or agreements herein.

To the maximum extent allowable by law the Subcontractor shall not be liable to VAUGHAN + CO. for incidental, consequential, indirect, special, punitive, or exemplary damages (including, but not limited to damages for lost profit, loss of business, or the like) arising out of or relating to this agreement, performance hereunder or disruption of any of the foregoing, even if client has been advised of the possibility of such damages and regardless of the cause of action, whether sounding in contract, tort, breach of warranty or otherwise.

To the maximum extent allowable by law, Subcontractor’s aggregate liability under this attachment band this agreement shall in no event exceed the aggregate compensation paid by Contractor to the Subcontractor under this agreement.

CONFIDENTIALITY + NON-DISCLOSURE
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. "Confidential Information" means all

- nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential;
- and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked "Confidential".

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.

GOVERNING LAW + DISPUTE RESOLUTION
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of VAUGHAN + CO’s primary business location (the "Contractor's Jurisdiction"), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor's jurisdiction.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

FORCE MAJEURE
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party's reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

NOTICES
Any notices to either Party made pursuant to this Agreement shall be made and sent

- Via e-mail to the other party's designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

MISCELLANEOUS
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by electronic signature or selecting admission to understanding and accepting this agreement and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

CONTRACT VALIDITY
This Agreement, along with the scope of work and/or invoices, and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both parties.

ELECTRONIC SIGNATURE
VAUGHAN + CO. utilizes electronic signatures as part of our process. VAUGHAN + CO., the Contractor, have signed electronically below. Subcontractors are expected to agree and sign to this agreement electronically when filling out the Subcontractor form.

Vaughan + Co.
Kenny + Liz Vaughan
701 Home Rd
Delaware, OH 43015