WORKSHOP FACILITATOR AGREEMENT

This Workshop Facilitator Agreement dated January 17, 2018 is by and between Help Me
Workshops,LLC hereinafter referred to as PRODUCER and ****************, of Nashville,
Tennessee, hereinafter referred to as the FACILITATOR. This Agreement, its attachments,
amendments, and other included documents, shall hereby be known as the Master Agreement.

1.0 PURPOSE AND SCOPE

From time to time PRODUCER will promote and produce workshop events, known as HelpMe
Service Design workshops, hereinafter known as Workshops, that are intended to help Workshop
participants define, focus, and develop meaningful and actionable life / work strategies.

It is the intent of the PRODUCER to engage the FACILITATOR to work with Workshop participants,
provide guidance to Workshop participants, and/or lead Workshop participants through the
processes and materials developed for the Workshops by the PRODUCER, and as otherwise
described in this Agreement.

It is the purpose and intent of this Agreement to outline the working relationship between the
FACILITATOR and PRODUCER.

2.0 TERM & RENEWAL

This Agreement shall commence upon signing and continue for a period of one (1) year from the
date of signing, and shall renew each year, for a period of an additional one (1) year period, unless
one or both parties terminate the Agreement, as prescribed herein.

3.0 NON-EXCLUSIVITY

PRODUCER acknowledges and agrees that the relationship with FACILITATOR is non-exclusive and
that FACILITATOR may represent, perform similar services for, and contract with, as many additional
organizations, persons, or companies as FACILITATOR desires.

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4.0 FACILITATORS OBLIGATIONS
The FACILITATOR, in the process of providing services as a facilitator for HelpMe Workshop events
agrees to do activities, as and when required, to ensure the successful completion of a Workshop,
and as follows:

a) Appearances

FACILITATOR agrees to appear at times, and locations, mutually agreed by PRODUCER and
FACILITATOR to perform the duties of Workshop Facilitator. It is understood that this includes,
not only the main Workshop events, but also Workshop participant follow up meetings that may
be held either in person or via webcam, and/or phone, following a Workshop.

FACILITATOR agrees that, in the event, that FACILITATOR can not appear as agreed, then
FACILITATOR will notify PRODUCER, as soon as possible, and assist PRODUCER, if required, in
finding an adequate replacement for FACILITATOR.

Furthermore, should they fail to appear at the main Workshop events, as agreed, then the
FORCE MAJEURE CANCELLATION clause of this Agreement shall be in effect.

b) Presenting
FACILITATOR agrees that they will be ready, willing, and able to present the workshop’s content,
messages, processes, materials, and/or instructions, in part or in full, as required by the
PRODUCER.

c) Participant Guidance and Instruction

FACILITATOR agrees that they will instruct and guide Workshop participants, when required or
needed, in completing Workshop tasks, processes, and/or activities, during the Workshop
events.

Furthermore, FACILITATOR agrees to devote as much productive time, energy, and ability to the
performance of their duties hereunder as may be necessary to provide the required services in a
timely, professional, and productive manner.

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4.1 FACILITATOR AS INDEPENDENT CONTRACTOR

The FACILITATOR agrees to perform the Services hereunder solely as an independent contractor.
The Parties agree that nothing in this Agreement shall be construed as creating a joint venture,
partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or
as authorizing either Party to act as the agent of the other. The FACILITATOR is and will remain an
independent contractor in its relationship to the PRODUCER. The PRODUCER shall not be
responsible for withholding taxes with respect to the FACILITATOR’s compensation hereunder. The
FACILITATOR shall have no claim against the PRODUCER 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. Nothing in this Agreement
shall create any obligation between either Party and/or a third party.

5.0 PRODUCER’S OBLIGATIONS & CONSIDERATIONS

The PRODUCER, in the process of producing HelpMe Workshop events will provide for all necessary
services, materials and equipment, necessary for the successful completion of a Workshop,
including, but not limited to, the following:

a) Venues that are safe, comfortable, and accessible for all Workshop participants, Facilitators, and
Support Staff.

b) Audio/Visual Equipment necessary to adequately communicate content to Workshop

participants.

c) Physical Materials such as paper, notebooks, drawing supplies, writing instruments, computers,
and the like that is deemed by PRODUCER to be necessary for successfully carrying out a
Workshop by the FACILITATOR.

d) Print outs or evidential materials for use by Workshop Participants.

e) PRODUCER shall develop and provide all Content, Processes, and Outlines for a Workshop.

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f) PRODUCER shall provide FACILITATOR with the necessary instruction, guidance, and education,
as it pertains to the PRODUCER’s Workshop content, processes, and procedures, to ensure the
FACILITATOR can confidently and professionally facilitate the Workshop for participants.

g) PRODUCER agrees to act as a co-facilitator and/or shall provide a co-facilitator to assist in

carrying out Workshop events.

h) PRODUCER agrees to pay any travel and/or lodging related expenses, on behalf of the
FACILITATOR, in the event FACILITATOR is required to travel more than 50 miles one way from
home to perform their duties as a Workshop facilitator. However, PRODUCER is not obliged to
provide lodging, when FACILITATOR is traveling less than 100 miles one way from home.

5.1 SCHEDULING & FACILITATOR ENGAGMENT

PRODUCER agrees to schedule with, make arrangements for, and/or otherwise schedule the
FACILITATOR’s services for upcoming workshop engagements at least ten (10) days in advance of
any Workshop event.

5.2 FACILITATOR ENGAGEMENT ORDER AGREEMENTS

For each engagement of FACILITATOR by PRODUCER, both parties agree to sign a “Facilitator
Engagement Order”, which will outline the Venue, Dates, Times, Addresses, and Facilitator
Compensation details for each individual Workshop event. A sample of this “Facilitator Engagement
Order” has been attached to this Agreement, as Attachment A.

It is agreed by both parties that each “Facilitator Engagement Order” signed by PRODUCER and
FACILITATOR shall be construed and dictated by this Agreement, and shall become a part of this
Agreement. Should a conflict arise between a “Facilitator Engagement Order” and this Agreement,
this Agreement shall govern.

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5.3 CANCELLATIONS

In the event the PRODUCER cancels a Workshop event, in which FACILITATOR was previously
engaged for services, PRODUCER agrees to give FACILITATOR notice of cancellation within a period
of seven (7) days prior to the scheduled Workshop event.

5.4 COMPENSATION FOR FACILITATOR SERVICES

PRODUCER agrees that the FACILITATOR will be paid a sum equal to Twenty-Five (25%) Percent of
total gross receipts of Participant Workshop fees, for any HelpMe Workshop for which the
FACILITATOR has been engaged by PRODUCER, and provides Workshop facilitation services.

Example. Workshop Fee: $1400.00 x 25% = $350.00 Facilitator Fee for each Workshop Participant.

5.5 TRAVEL PACKAGE INCLUSIONS & WORKSHOPS

It is fully understood and agreed that FACILITATOR will not be paid on fees collected from Workshop
participants in connection with travel and lodging related costs attached to Workshops, and
FACILITATOR agrees they are only to be paid solely for Workshop related activities and fees.

Example: An all-inclusive package for travel, lodging and the workshop is sold at $3200.00 per
person, and the workshop portion of the package accounts for only $1400.00 of the total cost of the
package. FACILITATOR will only be paid the 25% fee of the $1400.00 per Workshop Participant. So,
the FACILITATOR would be paid $350.00 per participant attending the Workshop.

5.6 PAYMENTS TO FACILIATATOR

PRODUCER agrees to pay the FACILITATOR within seven (7) days of completion of any Workshop in
which FACILITATOR provides facilitation services. Payment will be made via a Check and payable to:

******
******
Nashville, Tennessee 37221

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5.7 EMPLOYMENT OF OTHERS

PRODUCER may from time to time request that FACILITATOR arrange for the services of others. All
costs to FACILITATOR for those services will be paid by PRODUCER, but in no event, shall
FACILITATOR employ others without the prior authorization of PRODUCER.

5.8 REIMBURSEMENT OF EXPENSES

PRODUCER agrees to reimburse FACILITATOR for expenses incurred by FACILITATOR on behalf of

PRODUCER, In the process of fulfilling the terms of this Agreement. These expenses are limited to
required, reasonable petty cash expenses, coach class (or equivalent) Transportation, lodging and/or
meals that have been authorized in writing by PRODUCER, in advance. Reimbursements are payable
to FACILITATOR by PRODUCER within Fifteen (15) days after receipt of itemized invoice by
PRODUCER from FACILITATOR.

5.9 PRODUCER RIGHTS & PROPERTIES

FACILITATOR agrees that all Workshop materials, plans, outlines, media, manuals, and specific
materials developed by PRODUCER for the Workshops are and shall remain the property of
PRODUCER. Promptly upon the expiration or termination of this Agreement, FACILITATOR shall
return to PRODUCER all documents and tangible items, including samples, provided to FACILITATOR
for use in connection with services rendered hereunder, including, without limitation, all
Confidential Information, together with all copies and abstracts thereof.

5.10 FACILITATOR RIGHTS OF USE

PRODUCER agrees that FACILITATOR shall maintain the right to use non-confidential, non-
proprietary PRODUCER information, logos, trademarks, and slogans for the purposes of marketing,
publicity, and/or promotion of FACILATOR's name, services, Tradenames and/or companies.

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6.0 CONFIDENTIALITY

In performing services under this Agreement, FACILITATOR may be exposed to and will be required
to use certain “Confidential Information” (as hereinafter defined) of PRODUCER.

FACILITATOR agrees that FACILITATOR will not, and FACILITATOR’s employees, agents, or
representatives will not use, directly or indirectly, such Confidential Information for the benefit of
any person, entity, or organization other than the PRODUCER, or disclose such Confidential
Information without the written authorization by the PRODUCER, either during or after the term of
this Agreement.

6.1 CONFIDENTIALITY DEFINED

“Confidential Information” means information not generally known to the public and proprietary to
the PRODUCER and/or to any third party for whom the PRODUCER is performing work, including,
without limitation, information concerning any plans, processes, analysis techniques, devices,
materials, research, vendor names, supplier lists, customer names, sales plans, marketing plans,
and/or any other confidential information or proprietary aspects of the business of the PRODUCER,
whether directly or indirectly useful in any aspect of the business of PRODUCER.

6.2 MUTUAL CONFIDENTIALITY

Furthermore, it is fully understood and agreed that both parties agree that it shall not use for any
purpose or disclose to any third party any Confidential Information of the other party without the
express written consent of the other party. Each party agrees to safeguard the Confidential
Information of the other party against use or disclosure other than as authorized by or pursuant to
this Agreement.

Each party shall permit access to the Confidential Information of the other party only to those
individuals (a) who have entered into a written nondisclosure agreement with the other party on
terms equally as restrictive as those set forth herein.

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7.0 TERMINATIONS AND CANCELLATIONS

This Agreement may be terminated:

a) By either Party on provision of seven (7) days written notice to the other Party.

b) By either Party for a material breach of any provision of this Agreement by the other Party, if the
other Party’s material breach is not cured within five (5) days of receipt of written notice thereof.

d) By the PRODUCER at any time and without prior notice, if FACILITATOR is convicted of any crime
or offense, fails, or refuses to comply with the written policies or reasonable directives of the
PRODUCER, or is guilty of serious misconduct in connection with performance under this
Agreement.

7.1 RESPONSIBILITIES AFTER TERMINATION

Following the termination of this Agreement for any reason, the PRODUCER shall promptly pay the
FACILITATOR per the terms of this Agreement for Services rendered.

The FACILITATOR acknowledges and agrees that no other compensation, of any nature or type, shall
be payable hereunder following the termination of this Agreement.

7.2 FORCE MAJEURE CANCELLATIONS

In the event, the FACILITATOR’S performance hereunder is rendered impossible, hazardous or is

otherwise prevented or impaired due to sickness, accident, interruption of transportation, and/or
due to an Act of the Universe, such as riots, strikes, labor difficulties, epidemics, earthquakes, any
act or order of any public authority, or any other cause or event beyond FACILITATOR’s or
PRODUCER’s control, then FACILITATOR’s obligations with respect to the affected Workshop shall be
excused and shall have no liability to PRODUCER in connection therewith. In the case of such
cancellation due to force majeure, PRODUCER will not remain liable for any payment to the
FACILITATOR for any Workshop affected by such events.

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8.0 AGREEMENT GOVERNANCE

This Agreement shall be construed in accordance with the laws of the State of Tennessee applicable
to contracts entirely made and performed therein, and is subject to all applicable provisions of
Federal, State, and Local law. If any provisions of this Agreement are deemed unenforceable by law,
the remainder of this Agreement shall remain unaffected. The state and federal courts of Davidson
County, Tennessee shall have exclusive authority and venue.

9.0 MUTUAL INDEMNIFICATION

In no event shall either party be liable to the other party for any indirect, incidental, consequential,
special, or exemplary damages, including without limitation, business interruption, loss of or
unauthorized access to information, damages for loss of profits, incurred by the other party arising
out of the services provided under this agreement, even if such party has been advised of the
possibility of such damages.

Each party shall at its own expense indemnify and hold harmless, and at the other party’s request
defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees,
sub-licensees, and agents from and against any and all claims, losses, liabilities, damages, demand,
Settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly
or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or
willful misconduct of a party’s employees or agents.

10.0 ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, agreement, or condition affecting this

Agreement, except expressly provided in this Agreement. This is the whole and complete
agreement between PRODUCER and FACILITATOR. This Agreement shall not be amended or
changed except by written instrument duly executed by both parties. Each party shall execute and
deliver and all additional documents necessary to carry out the intent of this Agreement.

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11.0 NOTICES

Any notice or other communication provided for herein or given hereunder to a Party hereto shall
be in writing and shall be given in person, by overnight courier, or by mail (registered or certified
mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

If to the PRODUCER: If to the FACILITATOR:

HelpMe Workshops Facilitator Name

C/O ************ PO Box ******
*************** Nashville, TN 37204
Nashville, TN 37204

12.0 SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provisions had never been contained herein.

13.0 CHANGES IN TITLE or NAME

No changes in title, name, trademark, legal status, and/or corporate entity shall change any part of
this Agreement, except by written instrument duly executed and signed by each of the parties.

14.0 HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.

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PRODUCER and FACILITATOR in good faith and trust, do hereby, AGREE:

___________________________________________________ Date: ____/____/____

Jim Smith - FACILITATOR

___________________________________________________ Date: ____/____/____

Jerry Houser – PRODUCER

___________________________________________________ Date: ____/____/____

Witness

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 ATTACHMENT A

Facilitator Engagement Order

PRODUCER: __________________________________

FACILITATOR: __________________________________

PRODUCER hereby engages FACILITATOR for the following Workshop Event(s), as described below.

Workshop: SOLOS Pioneer Workshop

Venue: River Plantation- Section II Clubhouse

Address: 242 Plantation Ct.

Nashville, TN 37221
Date(s) / Time(s): January 26, 2018 / 8:00 am – 6:00PM

January 27, 2018 / 8:00 am – 6:00PM

Compensation: Participant Fee $_________ x 25% = $_________ (Payment per participant)

NOTES (If any, both parties must initial):

_______________________________________________________________________________

It is agreed by both parties that this Facilitator Engagement Order, and the services rendered by
FACILITATOR, for this Workshop(s), shall be dictated by the terms of the Master Agreement, dated
___________________, _______. Should any conflict arise between this Facilitator Engagement
Order and the Master Agreement, the Master Agreement shall govern.

ACCEPTED & AGREED,

PRODUCER: _________________________________ Date ____/____/____

FACILITATOR: _________________________________ Date ____/____/____

ATTACHMENT A
Solus Facilitation Agreement