MARKETING SERVICES AGREEMENT

THIS MARKETING SERVICES AGREEMENT (“Agreement”), is entered into by and between DCYPHER STUDIOS LLC, a Michigan Limited Liability Company providing a range of marketing services (“DCYPHER”), and ClientX. The parties wish to enter into this Agreement governing DCYPHER’s rendering of certain services to Client, as described in the attached and incorporated Exhibit. All services will be coordinated by David Morales who will be Client’s primary contact with DCYPHER.  

1. The scope of services to be performed as well as any special instructions and considerations agreed to by the parties, shall be described on the DCYPHER STUDIOS website (Exhibit). The Exhibit may be updated from time to time by attaching an additional Exhibit in writing, signed and dated by both parties to indicate their mutual approval. 
2. The cost of the contemplated services, anticipated expenses, if applicable, and manner of payment shall also be delineated on the webpage. DCYPHER reserves the right to discontinue services at any time due to Client’s nonpayment. 
3. The term of this Agreement (“Term”) shall end upon completion of the contemplated services as initially described in the Exhibit, or otherwise as described in a signed update thereof.   
4. Client can terminate this Agreement prior to completion of agreed upon services at any time. DCYPHER shall discontinue services as soon as practicable and Client shall remain liable for pro rated payment for services rendered prior to termination, and for reimbursement of any expenses for which it is explicitly responsible.  
5. Additionally, notwithstanding the above options for termination and without waiving any right or remedy otherwise available to a party hereunder, either party may terminate any Term due to the material breach of this Agreement by the other party, subject to notice and a reasonable period to cure the breach not to exceed thirty days.
6. DCYPHER will provide quality services as agreed herein but in any event does not guarantee that Client will achieve any specific outcome. The services offered by DCYPHER are provided “as is” without warranties of any kind. In any event both parties understand that their mutual efforts to communicate and cooperate will increase the likelihood of positive results. DCYPHER and Client therefore agree to communicate frequently and openly to clarify objectives, set and schedule priorities, appraise one another of progress, problem solve creatively and shall jointly update the Exhibit if it is reasonably required.
7. Client shall be responsible for any additional expenses incurred by DCYPHER which are outlined in the marketing plan or which Client otherwise approves in the course of communications with DCYPHER. 
8. Relationship of the Parties. DCYPHER at all times shall perform services for Client as an independent contractor. Notwithstanding any other relationship between the parties hereto, or between or among them and their respective Affiliates, nothing herein shall be deemed to constitute the parties have entered into a partnership or joint venture. 
9. Limitation of Liability: In no event, except where willful negligence is a cause of damages, will DCYPHER be liable to the Client based on contract, tort or otherwise for loss of revenues, lost profits, or indirect, consequential, incidental, special or punitive damages arising out of or relating in any way to this Agreement.
10. Client agrees that DCYPHER may record and retain images, voice, conversation and sounds during and in connection with Client’s appearance, and may freely disseminate such content for promotional purposes for the term of this contract.
11. This Agreement is the entire agreement between the parties and shall not be modified except in a writing signed by each of the parties or their authorized representatives. This Agreement has been entered into in the State of Michigan, and its validity, interpretation and legal effect shall be governed by the laws of the State of Michigan and enforced in its courts.
12. In the event of a dispute arising from this Agreement that the parties are unable to resolve informally, prior to either party initiating an action in any Court the parties will attempt to resolve the dispute through the services of a mutually acceptable, cost effective provider of mediation services.