Scope of Services: Resilient New Media agrees to structure, develop, record, and edit a total of 13 episodes of ("Podcast") within a 6-month time frame starting on 12-29-2023.

The services to be provided include:

a) Show Development: Assistance in refining the format and content of the Podcast.

b) Recording and Editing: Professional recording and editing of each episode.

c) Promotional Assets: Creation of promotional materials for the Podcast. (Audiogram, Shorts, Transcriptions and Captions)

d) Guest Intake: Coordination and communication with guests.

e) Guest Email: Management of guest-related emails.

f) Show Production Tracking: Organizing and tracking the progress of each episode.

g) Show Launch Strategy: Planning and executing the Podcast's launch strategy.

h) Royalty free music, templates, podcast hosting service, stock footage and images

Fees and Payment:

a) The rate for each episode of the Podcast will be $710. Includes recording maximum sixty minutes, editing long form podcasts, podcast hosting service, post production and transcriptions. The Client agrees to pay this amount for each episode recorded, payable at the time of recording.

b) An onboarding fee of $1500 is payable upon agreement. This fee includes show development with creative producer, guest intake, guest email, show production tracking, show launch strategy. This fee includes royalty free music, stock footage and design templates for intro and outro video and audio for the podcast, record host read thirtysecond audio commercial for the show, equipment advisory, and suggested set up. Services provided by Resilient New Media.

c) Additional services (Optional):

• Guest research and booking, $100 per guest

• One time fee advertising view boost $1995 annually (10,000 ad views)

• Show Magazine $150 per page (12 to 34 pages)

e) All fees shall be paid by the Client within 7 days of receipt of an invoice from the Service Provider.

Term and Termination:

a) This Agreement shall commence on 12-29-2023 and continue for a period of 7 months, unless terminated earlier as provided herein.

b) Either party may terminate this Agreement by providing written notice to the other party at least 30 days prior to the desired termination date. In the event of termination, the Client shall pay for any services rendered and expenses incurred up to the termination date.

c) Client understands the growth of (Podcast name) downloads and popularity is a combination of many factors, just one of which is quality of content. Client promotion through organic and paid is a major influence on show success.

Ownership and Intellectual Property:

a) The Client retains ownership of the Podcast content and intellectual property.

b) The Service Provider retains ownership of any proprietary materials or tools used to produce the Podcast that is produced by Resilient New Media.

c) The Client grants the Service Provider a non-exclusive license to use the Podcast episodes for promotional purposes and additional hosting opportunities.

Confidentiality:

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of this Agreement, unless required by law to disclose such information.

Liability:

a) The Service Provider shall not be held liable for any loss, damage, or injury arising from the use or misuse of the Podcast or its content.

b) The Client agrees to indemnify and hold the Service Provider harmless from any claims, damages, or expenses arising from the Client's use of the Podcast or its content.

Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Alberta, Canada.

Entire Agreement:

This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings, whether written or verbal, relating to the subject matter herein.

In witness whereof, the parties hereto have executed this Service Agreement as of the date first above written.