Drafting Services – Services Agreement

By using the Services of Three-Twenty Productions, LLC (“TTP”) you agree to the following terms, the “Services Agreement”:

1. Services. TTP agrees to write a draft of a Private Placement Memorandum for Client using information provided, both written and orally, by Client. Such services are hereinafter referred to as “Services.” CLIENT ACKNOWLEDGES THAT SERVICES DO NOT INCLUDE CAPITAL RAISING, SOLICITATION OF INVESTORS, MARKETING OF THE PRIVATE PLACEMENT OR THE SALE OF SECURITIES.

2. Payment for Services. SERVICES PROVIDED ARE ON AN HOURLY FEE-FOR-SERVICE BASIS ONLY AND ARE NOT CONTINGENT UPON ANY OUTCOME OF THE CLIENT’S ISSUANCE. All payments must be made in advance by purchasing a minimum of two (2) hour blocks of time (“Time Block”) via the approved payment method in the secure shopping section of this website. If Client’s payment is declined your order will not be placed and work product will not commence. THERE ARE NO REFUNDS FOR SERVICES PROVIDED.

3. Invoicing. TTP will keep a general account and purchase history of each transaction. Your credit card or PayPal statement will show your charge as “Three-Twenty Productions, LLC.”

4. Term and Termination. The term of this Services Agreement shall be the time period starting from the moment we receive a paid order until the moment we fill the order. Once your purchase has been made you may not terminate the purchase once the payment approval has been sent from PayPal. Once your approval is received your account will be created and your work order shall be placed in queue.

5. Confidential Information. TTP agrees to hold in trust for Client, and shall not disclose to any non-party, except as required by law, any confidential information of Client. Confidential information is information which relates to Client’s research, development, trade secrets or business affairs, but does not include: i) information which is generally known to the public or which hereafter becomes available to the public through no breach of the confidentiality obligation of TTP; ii) is such information is known to TTP prior to disclosure; iii) information acquired after disclosure from a third party not known to be under an obligation of confidentiality; iv) information independently developed by TTP without reliance upon the Confidential Information; or v) as may be required by law.

6. Independent Contractor. TTP is an independent contractor and neither TTP nor TTP’s staff is or shall be deemed to be employed by Client. The Client shall not be responsible for withholding taxes with respect to the TTP’s compensation hereunder. TTP shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

7. Not an Attorney. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT TTP IS NOT A LAW FIRM AND THAT THE SERVICES PROVIDED HEREUNDER ARE NOT A SUBSTITUTE FOR LEGAL COUNSEL. CLIENT ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY TTP THAT CLIENT SHOULD SEEK LEGAL COUNSEL FOR FINAL REVIEW ITS PRIVATE PLACEMENT MEMORANDUM AND THAT IT SHOULD NOT ATTEMPT TO SOLICIT INVESTORS BEFORE FIRST SEEKING AN OPINION AND ADVICE FROM AN ATTORNEY.

8. Conflict of interest. TTP shall not be required to devote TTP’s full time to the performance of the Services required hereunder. During the term of this Services Agreement, TTP shall devote the amount represented by the Time Block(s) purchased by the Client to perform the duties hereunder. TTP is not required to deliver the Services during a fixed hourly or daily time. It is acknowledged that TTP has other Clients and TTP offers Products and Services to the general public, some of which may be direct competitors of the Client. TTP is expressly free to perform Services for, and deliver products to, other parties while delivering Services to the Client.

9. Disputes/Arbitration. Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said Association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration. The final arbitration decision shall be enforceable through the courts of the state of Ohio. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this section 9 were not a part hereof.

10. Work Product. TTP warrants to Client that the material to be delivered or rendered hereunder, will be of the kind and quality designated. Special requirements for format or standards to be agreed to in writing.

11. Liability. Client acknowledges that TTP is compiling information provided by Client, both written and oral, for the purposes of drafting a Private Placement Memorandum, and that Client accepts any and all liabilities with respect to the completeness, truthfulness and accuracy of the information provided. Client shall indemnify and hold TTP harmless against any and all claims.

The Client acknowledges full and complete responsibility for the truth, accuracy and completeness of all information and work product received from TTP and expressly waives all rights of recourse, if any, against TTP for Client’s reliance thereon. In no event shall TTP be liable for any damages, including special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to TTP in advance or could have been reasonably foreseen by TTP, and in the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to Client shall be limited to Ten Dollars ($10.00) as liquidated damages and not as a penalty.

12. Representations and Warranties. Except as provided herein, TTP makes no representations, warranties or guarantees with respect to the completeness or accuracy of the Services provided. Furthermore, TTP does not guarantee any outcome of Client’s use of the Private Placement drafted by TTP.

13. Applicable Law. TTP shall comply with all applicable laws in providing Products but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made herein. This Services Agreement shall be construed in accordance with the laws of the State of Ohio.

14. Modification or Amendment. No amendment, change or modification of this Services Agreement shall be valid unless in writing signed by the parties hereto.

15. Unenforceability of Provisions. If any provision of this Services Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Services Agreement shall nevertheless remain in full force and effect.

16. Assignment. This Services Agreement may not be assigned by Client without the prior written consent of TTP. Except for the prohibition on assignment contained in the preceding sentence, this Services Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.

17. Terms of Service and Legal Disclaimer. By reference, this website’s Terms of Service and Legal Disclaimer are incorporated by reference herein.