WEBSITE ENHANCEMENT AGREEMENT BETWEEN THE CLIENT

AND MEDIC MEDIA, LLC

From one part, Client Company, a corporation duly incorporated under the laws of the
State of Incorporation, identified with EIN Client's EIN, with its principal place of
business in the city of Client's City, State of Domicile, United States of America, at this
moment represented by its legal representative, Mr. Client's Legal Representative Full
Name, of legal age, identified with citizenship card No. From now on, Citizenship Card
No. Is referred to as the “Client” for this agreement."

And from the other part, MEDIC MEDIA, LLC., a company duly incorporated under
the laws of Delaware, United States of America, identified with EIN: 36-5082073, with
its principal place of business in the city of Miami, Florida, United States of America.
Represented at this moment by its legal representative, Mr. David Llano Piedrahita, of
legal age, identified with foreigner ID No. 1.037.664.513, who from now on and for this
agreement shall be referred to as the “Contractor,”

The parties identified herein, who, under this agreement and for the purposes thereof,
shall be individually referred to as mentioned herein and jointly herein as the "Parties,"
have agreed to enter into this Services Provision Agreement (from now on, the
"Agreement"), which shall be governed by the clauses of this document, prior the
following:

CONSIDERATIONS

1. Meanwhile, the Contractor is a company specializing in providing digital

marketing services and advertising strategies, leveraging its proprietary know-
how and expertise in developing, customizing, marketing, and applying these
services through advanced technologies and specialized knowledge.
2. Concurrently, the Client is a private healthcare provider committed to delivering
health services.
3. Simultaneously, the Client expresses interest in the website enhancement
services the Contractor offers.
4. While negotiating this Agreement, the involved Parties may disclose sensitive
and confidential information and data essential to the purpose of this Agreement.
Therefore, the Parties mutually agree to incorporate a confidentiality clause
designed to safeguard such information for the benefit of both Parties.
5. Meanwhile, under the terms of this Agreement, any party revealing Confidential
 Information (as defined below) to the other Party or its personnel shall be
identified as the "Disclosing Party." Additionally, any party receiving (or whose
personnel are receiving) Confidential Information from the Disclosing Party shall
be known as the "Receiving Party." The term "Personnel" concerning the
Receiving Party includes its officers, directors, employees, consultants,
professional advisers, and any other person authorized in writing by the
Disclosing Party.
6. Meanwhile, the Parties expressly intend that the Confidential Information be
disclosed exclusively to the Receiving Party for the purposes outlined in the
preceding considerations, with the understanding that the confidentiality
obligation within this Agreement is binding upon it. This obligation ensures that
such information is not disclosed to third parties and is not utilized for any
purpose other than that explicitly stated herein.
7. Whereas, owing to the considerations, the Parties have elected to enter into this
Agreement, establishing both the general obligations of the Contractor towards
the Client and the confidentiality measures integral to this contractual
relationship.

CLAUSES

FIRST. - SCOPE OF SERVICES. This Agreement aims to regulate the terms and
conditions in which the Contractor shall develop and perform the services required by
the Client. The Contractor will act independently and with its resources as it can
execute the contracted services. These must be performed following the conditions and
clauses in this document, which shall consist of the following:

1. Website enhancement: This service encompasses the enhancement of the Client’s

website, involving the design and creation of five (5) sub-pages, including but not
limited to subcategories such as Home, Services, About Us, Blog, and Contact. All sub-
pages shall be interconnected to a home page, typically organized hierarchically, and
may feature related or complementary content. Each sub-page shall consist of a
maximum of eight (8) sections, which are divisions or logical segments utilized for
organizing the website’s information. The tools employed for this website enhancement
shall include Website Hosting, WordPress, and Elementor.

The Website Enhancement may include the development of the following sections:

Website sub- Content

 pages
1. Headline:
Home page 1.1. Clinic’s logo.
1.2. Main navigation menu.
1.3. Appointment button: A button for patients to
easily access scheduled appointments.
2. Main Banner:
2.1. Eye-catching image or video
2.2. Clear message: Brief headline and subtitle.
2.3. Call to Action (CTA): place a visible CTA that
invites users to get more information or
schedule an appointment.

3. Services and Specialties:

3.1. List of services: Indicate medical services offered
by the health provider, ideally in carousel
format paired with CTA’s.
3.2. Links to specific sub-pages: this option offers
links that connect the home page with internal
sub-pages.

4. Testimonials or Reviews:
4.1. This banner will display testimonials from
satisfied patients or positive reviews that
support the clinic’s quality. These
testimonials/reviews will be taken from
Facebook or Google Business Profile.
5. About the Clinic:
5.1 Brief Description: This section will include a
brief description of the clinic’s values, mission,
and any other relevant information.

5.2 Advantages and Strengths: this section

highlights competitive advantages within the
health market.

5.3 Call to Action: Inviting the users to book an

appointment.

6. Medical Team:
6.1 This banner highlights the team of
professionals who are part of the clinic.

7. Contact Information:
7.1. Contact form: Provides a contact form for
website visitors to send any inquiries they
may have about the services.
7.2. Contact details: This includes phone
numbers, physical address, email address,
and other relevant information.
8. Footer:
8.1. Additional links: this includes links to
privacy policy, terms and conditions, and
other important pages.
8.2. Additional contact information: contact
information may be repeated in this section.
8.3. Links to social media
About Us 1. Main Banner:

1.1. Header: Meet the Team.

1.2. Body: a brief description of the businesses’ team
members and values.

2. Meet the Founders:

2.1. Picture paired with a brief description of each clinic
founder.
3. Meet the team members:
3.1. Picture and role of every team member.

4. Contact form.
5. Footer.

Services Each service described will include:

1. Main Banner:
1.1. Header: Name of the service offered.
1.2. Call to Action for booking the appointment.

2. Sub-header:
2.1. Brief description of medical procedure.
2.2. Call to action to book an appointment or send an
inquiry.

3. Reviews of the service taken from Google and Meta.

4. Payment methods:
4.1. Presentation of the different and accepted payment
options for the users.
4.2. Call to action: the option of calling the front office
to verify the payment methods is presented.

5. More services: A service carousel is shown.

6. Contact Form.

7. Footer
PARAGRAPH. Each sub-page’s content will be meticulously discussed and defined by
the Parties based on the Client's preferences, needs, and interests. Comprehensive
guidelines and instructions will be provided to the Contractor to ensure the alignment
of the website enhancement with the unique requirements of the Client.

PARAGRAPH SECOND. The design and implementation of the website can be subject
to changes following the completion of this one-time set-up service. However, any
modifications requested by the Client will incur additional costs. The pricing for such
changes will be determined based on the specific demands and requirements
communicated by the Client.

PARAGRAPH THIRD. This service is intended to be a one-time set-up fee, and

payment is required upon the Parties' subscription to this Agreement. Any subsequent
modifications or additional services beyond the initial set-up will be subject to separate
agreements and corresponding financial arrangements, as may be mutually agreed
upon by the Parties.

SECOND. - TERM OF THE AGREEMENT. This Agreement takes effect upon the
Parties' signatures. It lasts until the Web Enhancement service is completed, covering
any changes requested by the Client after the initial implementation under the
following conditions:

1. Completion of Services: The Agreement naturally ends once the Web

Enhancement service, including any Client-requested changes, is complete.
2. Client's New Requirements: If the Client introduces new website design
requirements during this Agreement, fulfilling those requirements marks the
end of this Agreement.
3. Mutual Agreement: The Parties can jointly terminate this Agreement in writing
due to unforeseen circumstances or changed business needs.
4. Breach of Agreement: If one Party fails to fulfill any obligations outlined in this
Agreement, either Party has the right to terminate it immediately. The non-
breaching party must provide written notice to the other party, allowing a
reasonable timeframe for correction. The contract will automatically terminate if
the breach continues beyond the stipulated correction period.
5. Force Majeure: If events beyond a Party's control prevent performance, such as
acts of God, that Party can terminate the Agreement with written notice.
6. Consequences of Termination: Upon termination, both Parties settle
outstanding payments, and the Contractor delivers completed work and
materials to the Client. Termination doesn't affect accrued rights or remedies.
THIRD. - PRICING. The one-time Web Enhancement set-up fee is set at the cost of
US __________, without taxes or/with taxes included, covering all the services
mentioned in this Agreement's Purpose.

PARAGRAPH: If the Client requests modifications to their website, pricing will be

determined based on specific requirements.

FOURTH. - PAYMENT METHOD. The Client shall remit payment for the services
agreed upon in this Agreement to the Contractor via the Stripe platform immediately
after both parties have mutually endorsed the Agreement. The Contractor will
promptly generate an invoice for this payment.

The invoice will be sent via email using the Stripe platform. The Client must remit
payment through the Stripe application's approved means, using the link provided in
the email.

FIFTH. - OBLIGATIONS OF THE PARTIES. The following are the specific

obligations of both Parties concerning the provision of services as defined in the
Agreement.

5.1 CLIENT OBLIGATIONS:

1. Information Provision: The Client shall provide comprehensive and timely

access to all necessary information for the proper execution of the services
outlined in this Agreement.
2. Payment: The Client shall make timely payments following the payment terms
specified in this Agreement. Any adjustments or services requested by the
Client may incur additional costs to be mutually agreed upon.
3. Guidelines and Preferences: The Client shall collaborate with the Contractor in
defining and detailing the content of each sub-page, providing specific
preferences, needs, and interests. The Client's thorough guidelines will align the
website enhancement with its unique requirements.
4. Confidentiality: The Client shall adhere to the confidentiality obligations stated
in this Agreement, safeguard any disclosed Confidential Information, and
refrain from unauthorized disclosure to third parties.
5. Supervision: The Client or its legal representative shall supervise the execution
of the services provided. This supervision does not indicate labor subordination
but aims to ensure the complete fulfillment of the Agreement's purpose.
5.2 CONTRACTOR OBLIGATIONS:

1. Independent Execution: The Contractor shall execute the contracted services

independently, using its resources and personnel. This includes developing the
website enhancement as per the specifications outlined in this Agreement.
2. Expertise and Quality Service: The Contractor shall deploy diligence,
knowledge, and expertise in delivering high-quality services, meeting the
Client's requirements, and adhering to industry best practices.
3. Intellectual Property Compliance: The Contractor shall ensure compliance
with Intellectual Property regulations, guaranteeing the appropriate usage of
third-party creations and fulfilling all obligations stated in the Agreement.
4. Confidentiality: The Contractor shall maintain the confidentiality of all
information the Client shares, using it solely to provide services and not
disclosing it to third parties without the Client's written consent.
5. Adherence to Guidelines: The Contractor shall follow the guidelines provided
by the Client for the content and design of each sub-page, ensuring that the
website enhancement aligns with the Client's preferences and needs.
6. Indemnification: The Contractor shall indemnify the Client against any losses
or claims arising from any breach of this Agreement, subject to the conditions
outlined in the indemnification clause.
7. Intellectual Property Rights: The Contractor shall promptly notify the Client of
any invention and collaborate to protect and enforce corresponding intellectual
property rights. The Contractor grants the Client perpetual rights to use the
confidential information and intellectual property.
8. Data Protection: The Contractor shall comply with Data Protection Laws,
ensuring the secure processing of personal information. The Contractor is
directly responsible for any damages resulting from the breach of Data
Protection Laws or the Agreement.

SIXTH. - SUPERVISION. The Client or their legal representative shall supervise the
execution of the services provided. They may offer necessary observations in
collaboration with the Contractor to ensure that the purpose of the Agreement is
complete. This supervision does not indicate labor subordination and is intended to
allow the Contractor to maintain independence while executing the services with
their personnel and resources.

SEVENTH. - INDEPENDENCY. The Contractor is required to work independently

without any employment or subordinate relationship with the Client. The
Contractor maintains complete administrative, technical, managerial, and financial
independence and provides necessary materials, equipment, and personnel while
adhering to Client guidelines and industry best practices. This setup ensures the
Contractor's interests are protected and contractual obligations are fulfilled.

EIGHT. – CONFIDENTIAL INFORMATION.

8.1. Definition: Under this Agreement, the Party who shares confidential information
is called the "Disclosing Party," i.e., the Client, while the Party who receives it is called
the "Recipient," i.e., the Contractor. "Confidential Information" refers to all data and
material owned by a party, disclosed either before or after the Agreement's effective
date, whether marked as "confidential" or "proprietary" or not, and related to past,
present, or future business activities. This information includes, but is not limited to,
business data, client names, trademarks, employee details, and other information
concerning strategies, products, marketing, clients, suppliers, personnel, products,
and services. The Contractor assures that any disclosure of confidential information
to third parties will only occur when strictly necessary for the provision of the service
and subject to confidentiality obligations as restrictive as those outlined in Section 8 of
this Agreement.
8.2. Return or Destruction of Confidential Information: If the Disclosing Party
requests it, the Recipient must collect and return all Confidential Information and
copies. This includes all written material, notes, copies, recordings, and Confidential
documents. The Recipient is responsible for overseeing the destruction of any
Confidential Information and must certify in writing to the Disclosing Party that it
has been destroyed.
8.3. Permitted Disclosures: Confidential Information may only be disclosed if a valid
court order or order from a governmental body has jurisdiction over the Recipient. If
this happens, the Recipient must notify the Disclosing Party and cooperate with their
efforts to obtain a protective order. The Confidential Information can only be
disclosed for the specific purposes outlined in the order.
8.4. Unauthorized Use or Disclosure: If the Recipient discovers any unauthorized use
or disclosure of the Confidential Information, they must notify the Disclosing Party
immediately.

NINE. – INDEMNITY. Both parties must indemnify each other against any losses or
claims arising from any breach of this Agreement, including reasonable attorney's
fees. This mutual indemnification covers third-party claims and direct losses incurred
by either Party due to the other party's non-compliance. The obligation to indemnify
is subject to certain conditions, including prompt written notice and the indemnifying
Party controlling the defense. However, settlements should not unreasonably
prejudice the other party's rights. Each party may engage separate legal counsel at its
own expense if necessary. Both parties must work to mitigate damages and maintain
adequate insurance coverage. The indemnification obligation will continue even after
the termination of the Agreement, promoting good-faith cooperation for a fair
resolution.

TENTH. - INTELLECTUAL PROPERTY.

10.1 Ownership: All documents, manuals, hardware, software, and any information
produced, maintained, or stored on Client's devices (including mobile phones) shall
be the exclusive property of the Client. The Contractor agrees to keep this
information secure and not delete it without the Client's written consent.
Simultaneously, the Contractor retains the right to maintain copies of such
information for its internal record-keeping and operational purposes.
10.2. Inventions and Copyright: Any invention, copyright, trade secret, or similar
creation developed during the collaboration or arising from the services the
Contractor performs shall initially be the Client's property. However, the Contractor
shall retain a non-exclusive license to use, modify, or reproduce such intellectual
property for its internal business purposes, provided it does not compete with the
Client. The Contractor shall promptly notify the Client of any invention and
collaborate to protect and enforce the corresponding rights. The Contractor grants the
Client perpetual rights to use the confidential information and intellectual property,
and reciprocally, the Client acknowledges the Contractor's limited, non-exclusive
license.
10.3. Works Made for Hire: All ideas, discoveries, designs, software, inventions,
know-how, and other creations developed by the Contractor during the service shall
be initially owned by the Client. Nevertheless, the Contractor shall retain a non-
exclusive license to utilize and leverage such works for its internal business purposes
without engaging in activities that compete with the Client. These creations shall be
considered "Works Made for Hire," recognizing the Contractor's contribution and
expertise.
10.4. Waiver of Moral Rights: The Contractor waives all moral rights associated with
the work to the extent permitted by law.
10.5. Enforcement of Rights: The Client has the right to seek injunctive relief in case
of a breach by the Contractor. However, it is essential to note that the law also
protects the Contractor's rights and remedies. Both parties agree to work together to
resolve intellectual property disputes through good-faith negotiations before
considering legal action.
10.6. Use of Trademarks: The Contractor acknowledges the Client’s ownership of its
trademarks and shall not use them without express consent. Unauthorized
modification is prohibited. The Contractor shall not acquire any rights in the Client's
trademarks and shall not act to impair the Client's ownership. The Contractor is
encouraged to use its branding and trademarks in conjunction with the services
provided, maintaining a distinct identity in the market.

ELEVENTH. - DATA PROTECTION. Personal Data Protection

8.1. Definitions: In this Agreement, "Personal Information," "Data Protection Law,"
"Data Subject," and "Processing" have the following meanings:
 Data Protection Law: Refers to any regulation related to the confidentiality,
security, privacy, or processing of personal information issued by governmental
authorities.
 Data Subject: Any identified or identifiable person, as defined by Data
Protection Law.
 Personal Information: Includes all information related to an identifiable
individual, handled during the Services, following data protection laws.
 Processing: Refers to any operation or treatment of confidential information,
such as collection, use, storage, disclosure, dissemination, transmission, and
other similar activities under Data Protection Laws.
8.2. Processing of Personal Information: When the Client or the Contractor
processes personal information under this Agreement, each Party declares, warrants,
and agrees, both for itself and on behalf of its staff, to: i. Compliance with Data
Protection Laws: Ensure compliance with applicable laws and avoid actions that may
violate them. ii. Non-Disclosure without Justification: Not disclose personal
information to third parties unless necessary for the provision of the Services or
required by the Agreement. iii. Conditions for Third-Party Disclosure: If it is
necessary to share personal information with third parties, both parties shall be
responsible and ensure that these third parties maintain the same confidentiality and
security established in the Agreement. iv. Employee Obligation: Ensure staff
processing personal information follow the Agreement's guidelines and commit to
maintaining confidentiality. v. Direct Responsibility: Both parties undertake to be
directly responsible for any person affected by damages resulting from the breach of
the terms of the Agreement or Data Protection Laws.

TWELFTH. - GOVERNING LAW AND JURISDICTION:

This Agreement will be governed by and interpreted under the laws of the State of
Florida. Any legal action or proceeding related to this agreement will only be pursued
in Florida's state or federal courts. This clause ensures that disputes between the
parties can be resolved in a convenient and familiar jurisdiction, promoting fairness
and efficiency in legal proceedings.
 THIRTEENTH. - DIVISIBILITY OF THE AGREEMENT. Suppose a competent
authority determines any provision of this Agreement to be illegal, invalid, or
unenforceable. In that case, the remaining provisions shall remain valid and
enforceable to the fullest extent permitted by law. Suppose the provision found to be
illegal, invalid, or unenforceable does not relate to the essential subject matter of this
Agreement. In that case, it shall be severed, and the Agreement's integrity shall
remain intact.

FOURTEENTH. - MODIFICATIONS. Any modifications or additions to the

conditions of this Agreement shall be valid only if made in writing and executed by
individuals with the legal capacity to bind the Parties. This requirement emphasizes
the significance of formal, documented changes to the Agreement, promoting
transparency and preventing misunderstandings arising from informal or verbal
communications.

FIFTEENTH. - INTEGRAL AGREEMENT. This Agreement constitutes the complete

understanding between the Parties concerning its subject matter. Neither Party shall
be held bound by any statements made by its officers, employees, or agents that
contradict the provisions of this Agreement. The Parties affirm their comprehension
of this Agreement, agreeing to all its clauses. This Agreement supersedes and renders
null and void any prior agreements between the Parties, comprehensively embodying
their intentions and commitments.

IN WITNESS of which, the undersigned Parties have executed this Agreement on

the ____ day of _____ /_____.

Legal Representative's Name

Citizenship card No. Citizenship Card

Legal Representative

Company Name

Client
__________________________
DAVID LLANO PIEDRAHITA
National ID No. 1.037.664.513 Legal
Representative
Medic Media LLC.

Contractor