FINAL PROPOSAL AGREEMENT

SUMMARY:

All details provided in the Final Proposal Document between Courtney Cady, Shallow Fashion and "Client" have been agreed upon. Any changes in agreement will require a revised proposal.

FINAL PROPOSAL AGREEMENT:

This Agreement is made and entered into as of the last date entered below (the “Effective Date”) by and between Shallow Fashion, a consulting and management services company, having its principal place of business at 1265 Decatur Street, 2L Brooklyn NY 11207

and:

Final Proposal Agreement Document Title

Client

(Your Name/Company)

Name

First Name

Last Name

Title

Effective Date

YYYY

Name

Second signee (if applicable)

First Name

Last Name

Title

TERMS:

The Client wishes to be provided with the Services (defined below) by Courtney Cady Bagtazo, DBA Shallow Fashion ("Service Provider") and the Service Provider agrees to provide the Services to the Client on the terms and conditions of this Agreement.

1. The Service Provider shall provide the services ("Services") to the Client in accordance with the terms and conditions of the Final Proposal Agreement

2. The duration of performance of services under this Agreement commences on the Effective Date and terminates on the Final Delivery Date set forth in the Final Proposal Document, unless the Parties otherwise agree in writing signed by both parties.

3. Service Provider will perform the services necessary to complete the Project in accordance with the procedures described in the Final Proposal Document, in a timely and professional manner, consistent with industry standards, at a location, place and time that Service Provider deems appropriate, and all in accordance with the Business Terms, the SOW, and this Agreement. The manner and means that Service Provider chooses to complete the Project are in Service Provider’s sole discretion and control. In completing the Project, Service Provider agrees to provide its own equipment, tools, and other materials at its own expense.

4. Service Provider will provide Client with comprehensive status reporting on a regular basis. These reports will indicate the work activities performed, progress against project milestones, as well as any expenses incurred in the furtherance of this work to date.

5. Material deviations from the baseline scope and budget documented herein will be mutually reviewed and agreed by Provider and Client. The following provides the process to be followed for any such material change to the SOW: (a) A Change Request (“CR”) will be the vehicle for requesting a change to the SOW. The CR will describe the change, the rationale for the change, the impact on the implementation timeline, and the impact on the Compensation. Both Provider and Buyer may initiate a CR; and (b) The designated Project Manager of the requesting party will review the CR and determine whether to submit the CR to the other party; and (c) Both Project Managers will review the proposed CR and either approve for further investigation or reject. Provider may specify additional charges for such investigation. If the investigation is authorized, the Project Managers will sign the estimation portion of the CR, which constitutes authorization for the investigative changes. The investigation will determine the effect that the implementation of the CR will have on compensation, schedule and other terms and conditions of the Agreement; and (d) A written CR must be signed by both Buyer and Provider to authorize implementation of the CR.

INDEMNIFICATION

Service Provider will not defend, indemnify, or hold harmless Client against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against the Client alleging that any Work Product that Service Provider delivers pursuant to this Agreement or the Project: (a) infringes upon any intellectual property rights; or (b) misappropriates any trade secrets, of any third party.

INSURANCE

Service Provider, at its sole cost and expense, will maintain appropriate insurance in accordance with industry standards.

PAYMENT AGREEMENT

SUMMARY:

This contract binds the Client to payment terms and duration of contract outlined in the Final Proposal Document.

PAYMENT AGREEMENT:

This Working Agreement is made and entered into as of the last date entered below (the “Effective Date”) by and between Shallow Fashion, a consulting and management services company, having its principal place of business at 1265 Decatur Street, 2L Brooklyn NY 11207

and:

Client

(Your Name/Company)

having its principal place of business at:

Address 1

Address 2

City

State/Province

Zip/Postal Code

Country

Working on a basis of:

(Select One)

For the duration of:

(Finder's Fees + Hourly Clients Exempt)

Rate:

(Dollars/Hour or Price/Month, plus any additional fees)

Effective Date:

YYYY

Second Party Authorized Signee

(Your Full Name)

Second Party Authorized Signee Partner

(Only applicable if company is a partnership).

Title:

By supplying my full name in the field above, I agree to the TERMS, as well as the duration and price(s) of the contract outlined above and consent to waive the need to sign this document, as is outlined by the US UETA law regarding electronic signatures.

Agree

TERMS:

Client agrees to make payments to Shallow Fashion, ("the Lender"), by the schedule outlined in the Working Agreement in exchange for development and production consultation, services (including management and operations), and all contacts provided. The payment schedule outlined in the Working Agreement is enforceable by law, and the methods described below will be used in cases of delinquent payment.

By this agreement, it is agreed that the rate(s) and duration outlined will be surrendered to the Lender up to seven (7) days from receipt of invoices.

These payments include any interest and other charges that may apply.

This agreement is binding, and failure to meet its terms will allow the Lender to take certain recourse.

Insufficient payment and bounced checks will incur a fee of $30.00. If payment should not be delivered at all, Lender will be entitled to contacting a debt collection service.

In addition, the following terms and conditions apply: (a) This Working Agreement can be void if Second Party does not adhere to outlined timeline within 30 days of tolerance without prior consent from Courtney Cady and Shallow Fashion: or (b) Shallow Fashion reserves the right to refuse service and terminate Working Agreements, while still enforcing NDA Agreements made between Second Party and Shallow Fashion if Second Party breaches any part of this agreement.

OWNERSHIP

Service Provider agrees that upon receipt of payment from Buyer, any and all Work Product will be the sole and exclusive property of Buyer. If Service Provider has any rights to the Work Product that are not owned by Buyer upon creation or embodiment, Service Provider hereby automatically upon receipt of payment from Buyer irrevocably assigns to such Buyer all right, title and interest worldwide in and to such Work Product. Except as set forth below, Service Provider retains no rights to use the Work Product and agrees not to challenge the validity of Buyer’s ownership in the Work Product.

INDEPENDENT CONTRACTOR RELATIONSHIP

Shallow Fashion’s relationship with Client will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Service Provider (a) is not the agent of Client; (b) is not authorized to make any representation, contract, or commitment on behalf of Client; (c) will not be entitled to any of the benefits that Client makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Service Provider’s performance of services and receipt of fees under this Agreement. If applicable, Client will report amounts paid to Service Provider by filing Form 1099-MISC with the Internal Revenue Service, as required by law. Service Provider agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Service Provider under this Agreement. Client will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Service Provider’s behalf. Service Provider hereby claims no liability in indemnifying or defending the Client against any and all such taxes or contributions, including penalties and interest. Service Provider agrees to provide proof of payment of appropriate taxes on any fees paid to Service Provider under this Agreement upon reasonable request of Client.

CHANGES TO PROJECT

All changes made to project are subject to additional fees. These changes include but are not limited to: (a) additional styles; or (b) design changes to initial proposed style(s) beyond fit; or (c) additional colorways, and/or fabric, and/or trim.

By consenting to the above agreements, all parties agree to the terms as described above. Alterations to these agreements can only be made by both parties and must be placed in writing. Both parties can receive a hard-copy of these agreements if requested, and will be responsible for upholding its terms. By submitting information below, party consents to waiving a signature and is held responsible for submitting this document as outlined by the US UETA law regarding electronic signatures.

Terms Outlined

Final Proposal Document (Provided as an Email Attachment to "Second Party")

Non-Disclosure Agreement

Working Agreement

I/We Agree

Yes

Name

First Name

Last Name

Name

(Only applicable if company is a partnership)

First Name

Last Name

Date

YYYY

BY CONSENTING TO THE ENCLOSED AGREEMENT, ALL PARTIES AGREE TO THE TERMS AS DESCRIBED ABOVE. ALTERATIONS TO THESE AGREEMENTS CAN ONLY BE MADE BY BOTH PARTIES AND MUST BE PLACED IN WRITING. BOTH PARTIES CAN RECEIVE A HARD-COPY OF THESE AGREEMENTS IF REQUESTED, AND WILL BE RESPONSIBLE FOR UPHOLDING ITS TERMS. BY SUBMITTING INFORMATION IN THIS FORM, PARTY CONSENTS TO WAIVING A SIGNATURE AND IS HELD RESPONSIBLE FOR SUBMITTING THIS DOCUMENT AS OUTLINED BY THE US UETA LAW REGARDING ELECTRONIC SIGNATURES.

AGREE