Fl clement TDH Strategies Agreement April 20, 2009 This agreement is made between FD Element (“FDE”) and TDH Strategies (“TDH”). In consideration of the mutual promises and consideration set forth, the parties agree as follows: 1, Services Provided TDH will work on an online marketing project for FDE. 2. Compensation and Expenses FDE will pay TDH a rate of $500 +GST for ten hours of work. 3. Terms and Termination a) This Agreement will be in effect as of February 18°" 2008 and will end upon the consent of both parties or upon the completion of the project as determined by FDE. b) On expiration or termination of the Agreement, you shall promptly: cease using any name or trademark or any information relating to or discussed in this Agreement; and turn over to FDE all files, data, work products, designs, materials, and information relating to the development, implementation, and performance of the Agreement. c) Payment will be made net 30 days upon completion of the work product. 4, Ownership and Confidentiality a) FDE is the sole and exclusive owner of its source documents and any confidential or proprietary information provided to you under this Agreement. All records and materials relating to this Agreement and/or to the business of FDE, or developed, used or provided under this Agreement shall at all times remain the exclusive property of FDE, may only be used as provided Get there first with Element.pursuant to the Agreement, and shall be delivered to FDE upon its request. b) TDH acknowledges and agrees that all work performed and material created under this Agreement, including all contributions of its employees, agents, representatives and contractors to such materials, shall constitute a work made-for- hire, and that FDE shall be deemed the “Author” of such works and materials for all purposes under the Copyright Act. FDE shall own all rights in the works and materials including without limitation the right to transfer or license any of its right and to prepare derivative works based upon the materials. To the extent that the work or materials may be ineligible for work made-for-hire status, TDH assigns to FDE all right, title and interest to the copyright and all other tangible and intangible property or ownership rights (including all renewals and extensions) relating to all materials created by or for FDE pursuant to or in the performance of this Agreement. At FDE’s request, TDH agrees to execute all necessary or appropriate documents and take alll other reasonable steps to documents or formalize such rights in these materials. TDH waives any “moral right” TDH may have in respect to the works. c) TDH shall not divulge the contents of any data, reports, records, information, work product, materials, and designs produced under this Agreement or provided to TDH by FDE in connection with this Agreement to any third party without the prior written approval of FOE. 5. Non-Competi a) Without in anyway limiting the forgoing, TDH agrees not to share, directly or indirectly, any confidential information and trade secrets obtained from FDE with any individual, company, agency or institute in direct conflict with the mission of FDE. b) TDH acknowledges that the restrictions and limitations contained in this agreement are reasonable as to scope and duration and are necessary to protect FDE’s confidential information and trade secrets and to preserve for the organization its reasons for and competitive advantages derived from maintaining the confidentiality and secrecy of this information. Get there first with Element.6. Miscellaneous a) TDH is not an employee of FDE. Accordingly TDH is responsible for payment of all taxes and business license fees arising out of DH's activities under this Agreement and is not entitled to any FDE employee benefits. This Agreement does not in any way make the parties partners or joint venturers or principal and agent. TDH shall not represent him/herself as an agent of FDE or act in any other manner inconsistent with his relationship to FDE without the express prior approval of FDE. b) Assignment and Subcontracts. Neither party may assign any rights or delegate any duties under this Agreement without the express prior written consent of the other party. TDH shall not subcontract any of the services to be provided under this Agreement without the express prior written approval of FDE. c) All source files must be returned to FDE. FDE Date TDH Strategies Date Get there first with Element.