Independent Contractor

Services Agreement

This Agreement (“Agreement”) is made and entered into this 1st day of December, 2018
(“Effective Date”) between and among Justin Waltz Inc, hereafter referred to as the “Company,”
and Danielle Wright-Kimble hereafter referred to as the “Consultant.” Company and
Consultant are referred to individually as a “Party” and together as the “Parties.”

The Consultant and the Company agree as follows:

1. SERVICE TERMS.

During the term of this Agreement, the Consultant agrees to provide Services in accordance
with the Company’s needs as outlined in Attachment A.

The Services to be provided under this Agreement shall be performed at the Consultant’s place
of business and communications will be conducted via email or telephone, or upon other
means mutually agreed upon by the Parties.

Consultant will track service hours and tasks and communicate with Company regarding hours
worked on a weekly basis.

2. RELATIONSHIP OF PARTIES. Consultant is and shall remain an independent contractor with

respect to the Company and is not and shall not become, during the term of this Agreement,
an employee of the Company. Consultant shall not be entitled to any Company employee
benefits. Consultant does not have the right to sign or enter into agreements on behalf of
Company.

3. PAYMENT. Company will pay compensation to Consultant for the Services at the rate and
per the terms indicated in Attachment A. Company will not contribute to Social Security,
Worker’s Compensation, Unemployment Compensation, or other similar withholdings or funds
on behalf of Consultant, and Consultant agrees to indemnify and hold harmless Company for
any liability arising out of failure to withhold or make such payments.

4. TERMINATION. Either Party may terminate this agreement by providing fourteen (14) days
written notice to the other Party. Notwithstanding the foregoing each Party may terminate this
Agreement immediately without prior notice in the event of a material breach of this Agreement
by the other Party, or the parties may terminate this Agreement on other terms mutually agreed
upon in writing.

5. CONFIDENTIALITY. Both Parties agree not to disclose, reveal or make unauthorized use of
any Confidential Information learned from the other Party during the term of this Agreement or
for three (3) years thereafter. Confidential Information includes, but is not limited to, documents
and information disclosed in connection with this Agreement, but shall not include publicly
available information. Both Parties shall keep all Confidential Information strictly confidential by
using a reasonable degree of care that is not less than the degree of care used by it in
safeguarding its own confidential information. Upon termination of this Agreement as outlined
in Section 4 above, and on each Party’s request, the other Party will return all records, notes,
documentation and other items that were used, created, or controlled by that Party during the
term of this Agreement (with the exception of items purchased by Consultant and not
reimbursed by the Company).

6. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights created under this
Agreement by Consultant in furtherance of the Services, including copyright, trademark, and
patent rights, shall vest in the Company and/or the Company’s clients. Nothing in this
Agreement shall transfer ownership of or rights to any intellectual property of the Company
and/or the Company’s clients to the Consultant.

7. LIMITATION OF DAMAGES. In no event shall either Party be liable for indirect, incidental or
consequential damages, whether based on contract, tort or any other legal theory, arising from
this Agreement, breach thereof, or the relationship of the Parties contemplated herein.

8. DISPUTE RESOLUTION. The Parties will try in good-faith to resolve all disputes under this
Agreement by negotiation. If, after negotiation, the Parties cannot reach resolution to the
dispute, and at least one Party desires to pursue the dispute further, every such controversy or
dispute under this Agreement will be submitted to the American Arbitration Association for
arbitration that shall take place in Palm Beach Gardens, Florida or by telephone, and the
parties shall resolve the dispute as expeditiously as reasonably possible by such arbitration.
The written decision of the arbitrators (which will provide for the payment of costs, including
attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and
may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or
decree in equity, as circumstances may indicate.

9. NON-DISPARAGEMENT. Consultant agrees not to engage in any conduct or

communications with a third party, public or private, designed to disparage Company. Neither
Consultant nor any of Company’s associates, employees or affiliates will directly or indirectly, in
any capacity or manner, make, express, transmit speak, write, verbalize or otherwise
communicate in any way (or cause, further, assist, solicit, encourage, support or participate in
any of the foregoing), any remark, comment, message, information, declaration,
communication or other statement of any kind, whether verbal, in writing, electronically
transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or
negative toward, the Company or any of its programs, affiliates, subsidiaries, employees,
agents or representatives.

10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, regardless of the conflict of laws or principles thereof.

11. GOOD FAITH. Each party represents and warrants to the other that such party has acted in
good faith, and agrees to continue to so act, in the negotiation, execution, delivery,
performance and any termination of this Agreement.

12. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
and supersedes all prior agreements between the parties, if any, whether written or oral.

[THIS SPACE INTENTIONALLY LEFT BLANK]

The parties have caused this Agreement to be signed by their duly authorized representatives
as of the Effective Date.

SIGNED by ___________________________________

Justin Waltz

CEO & Owner

Justin Waltz Inc.

SIGNED by _____________________________________

NAME
Danielle Wright Kimble
E-mail:danielle@createashift.net/

wrightkdanielle@gmail.com

Address:4172 Boyd Lane, Palm harbor, fl 34685

Phone:(813) 317-3292 (Mobile)/(727) 772-0196 (office)

ATTACHMENT A

DESCRIPTION OF SERVICES. You are not responsible for producing the entire list but rather
to act in a consolatory manner regarding the following.

• Review overall marketing process (lead gen, SEO, adwords, advertising campaigns, etc) and
Evaluation of Budget
• Dissection and Evaluation of Current Spending and Budget and Processes
• Recommendation for Budget and Spending to ensure best ROI
• Develop and Execute Strategy for Quality Lead Generation, Including Elevator Pitch
• Create a captivating Drip Campaign for Pre-Qualifying Calls that Includes 10-12
meaningful touches per lead
• Sales funnel and KPI’s (good, better, best) suggested for each stage
• Build out your sales process with standard operating procedures
• Sales Process Scripting
• FAQ Guide
• Webinar Template
• Validation Guide
• FDD Review
• Super impactful Discovery Day Agenda
• Designing an effective pipeline. Identifying each step and assigning those steps to those
who can execute
• Creating an efficient on-boarding process for new franchisees to ensure all final paperwork
is executed correctly and each franchisee launches their business successfully and feeling
fully supported.
• Solidify Ops Manual and Training Manual
• Refine Training Structure for New Franchisees

PAYMENT TERMS

The contractor will be paid $800, as agreed upon with Company.