Engagement Consulting Agreement

This Contract is between LINIS AGAD, Inc. (the "Client") and Sophia Pimentel (the

"Consultant").

The Contract is dated the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Consultant to do the following: LINIS AGAD, Inc.

was experiencing a decline in sales and profit within the residential segment due to

margin erosion, turnover, and inefficiency. The owner wanted to simplify and grow

revenue and profit in the residential market through improved service levels and

efficiency. And to retain current commercial clients to ensure steady and regular

income for the business.

1.2 Schedule. The Consultant will begin work on May 04, 2024 and will continue

until the work is completed. This Contract can be ended by either Client or

Consultant at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Consultant a flat fee of 50,000.00 (PHP). Of

this, the Client will pay the Consultant ₽20,000.00 (PHP) before work begins.

1.4 Expenses. The Client will reimburse the Consultant's expenses. Expenses must

be preapproved by the Client.

1.5 Invoices. The Consultant will invoice the Client at the end of the project. The

Client agrees to pay the amount owed within 15 days of receiving the invoice.

Payment after that date will incur a late fee of 5.0% per month on the outstanding

amount.

1.6 Support. The Consultant will not provide support for any deliverable once the

Client accepts it, unless otherwise agreed in writing.

2.1 Client Owns All Work Product. As part of this job, the Consultant is creating

"work product" for the Client. To avoid confusion, work product is the finished

product, as well as drafts, notes, materials, mockups, hardware, designs, inventions,

patents, code, and anything else that the Consultant works on-that is, conceives,

creates, designs, develops, invents, works on, or reduces to practice-as part of this

project, whether before the date of this Contract or after. The Consultant hereby

gives the Client this work product once the Client pays for it in full. This means the

Consultant is giving the Client all of its rights, titles, and interests in and to the work

product (including intellectual property rights), and the Client will be the sole owner of

it. The Client can use the work product however it wants or it can decide not to use

the work product at all. The Client, for example, can modify, destroy, or sell it, as it

sees fit.

2.2 Consultant's Use Of Work Product. Once the Consultant gives the work

product to the Client, the Consultant does not have any rights to it, except those that

the Client explicitly gives the Consultant here. The Client gives permission to use the

work product as part of portfolios and websites, in galleries, and in other media, so

long as it is to showcase the work and not for any other purpose. The Client does not

give permission to sell or otherwise use the work product to make money or for any

other commercial use. The Client is not allowed to take back this license, even after

the Contract ends.

2.3 Consultant's Help Securing Ownership. In the future, the Client may need the

Consultant's help to show that the Client owns the work product or to complete the

transfer. The Consultant agrees to help with that. For example, the Consultant may

have to sign a patent application. The Client will pay any required expenses for this.
If the Client can't find the Consultant, the Consultant agrees that the Client can act

on the Consultant's behalf to accomplish the same thing. The following language

gives the Client that right: if the Client can't find the Consultant after spending

reasonable effort trying to do so, the Consultant hereby irrevocably designates and

appoints the Client as the Consultant's agent and attorney-in-fact, which appointment

is coupled with an interest, to act for the Consultant and on the Consultant's behalf to

execute, verify, and file the required documents and to take any other legal action to

accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Consultant's IP That Is Not Work Product. During the course of this project,

the Consultant might use intellectual property that the Consultant owns or has

licensed from a third party, but that does not qualify as "work product." This is called

"background IP." Possible examples of background IP are pre-existing code, type

fonts, properly-licensed stock photos, and web application tools. The Consultant is

not giving the Client this background IP. But, as part of the Contract, the Consultant

is giving the Client a right to use and license (with the right to sublicense)the

background IP to develop, market, sell, and support the Client's products and

services. The Client may use this background IP worldwide and free of charge, but it

cannot transfer its rights to the background IP (except as allowed in Section 11.1

(Assignment)). The Client cannot sell or license the background IP separately from

its products or services. The Consultant cannot take back this grant, and this grant

does not end when the Contract is over.

2.5 Consultant's Right To Use Client IP. The Consultant may need to use the

Client's intellectual property to do its job. For example, if the Client is hiring the

Consultant to build a website, the Consultant may have to use the Client's logo. The

Client agrees to let the Consultant use the Client's intellectual property and other
intellectual property that the Client controls to the extent reasonably necessary to do

the Consultant's job. Beyond that, the Client is not giving the Consultant any

intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Consultant won't work for a competitor of

the Client until this Contract ends. To avoid confusion, a competitor is any third party

that develops, manufactures, promotes, sells, licenses, distributes, or provides

products or services that are substantially similar to the Client's products or services.

A competitor is also a third party that plans to do any of those things. The one

exception to this restriction is if the Consultant asks for permission beforehand and

the Client agrees to it in writing. If the Consultant uses employees or subcontractors,

the Consultant must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Consultant won't: (a)

encourage Client employees or service providers to stop working for the Client; (b)

encourage Client customers or clients to stop doing business with the Client; or (c)

hire anyone who worked for the Client over the 12-month period before the Contract

ended. The one exception is if the Consultant puts out a general ad and someone

who happened to work for the Client responds. In that case, the Consultant may hire

that candidate. The Consultant promises that it won't do anything in this paragraph

on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the

authority to enter into this Contract and to perform all of its obligations under this

Contract.
5.3 Consultant Has Right To Give Client Work Product. The Consultant promises

that it owns the work product, that the Consultant is able to give the work product to

the Client, and that no other party will claim that it owns the work product. If the

Consultant uses employees or subcontractors, the Consultant also promises that

these employees and subcontractors have signed contracts with the Consultant

giving the Consultant any rights that the employees or subcontractors have related to

the Consultant's background IP and work product.

5.4 Consultant Will Comply With Laws. The Consultant promises that the manner

it does this job, its work product, and any background IP it uses comply with

applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Consultant promises that its work

product does not and will not infringe on someone else's intellectual property rights,

that the Consultant has the right to let the Client use the background IP, and that this

Contract does not and will not violate any contract that the Consultant has entered

into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be

reasonably available to the Consultant if the Consultant has questions regarding this

project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the

Consultant with material to incorporate into the work product, the Client promises

that this material does not infringe on someone else's intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing until the work is completed.

Either party may end this Contract for any reason by sending an email or letter to the

other party, informing the recipient that the sender is ending the Contract and that

the Contract will end in 7 days. The Contract officially ends once that time has
passed. The party that is ending the Contract must provide notice by taking the steps

explained in Section 11.4. The Consultant must immediately stop working as soon as

it receives this notice, unless the notice says otherwise. The Client will pay the

Consultant for the work done up until when the Contract ends and will reimburse the

Consultant for any agreed-upon, non-cancellable expenses. The following sections

don't end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive

Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential

Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Consultant as an

independent contractor. The following statements accurately reflect their relationship:

- The Consultant will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather,

the Consultant is responsible for determining when, where, and how it will carry out

the work.

- The Client will not provide the Consultant with any training.

- The Client and the Consultant do not have a partnership or employer-employee

relationship.

- The Consultant cannot enter into contracts, make promises, or act on behalf of the

Client.

- The Consultant is not entitled to the Client's benefits (e.g., group insurance,

retirement benefits, retirement plans, vacation days.

- The Consultant is responsible for its own taxes.

- The Client will not withhold taxes or make payments for disability insurance,

unemployment insurance, or workers compensation for the Consultant or any of the

Consultant's employees or subcontractors.

8.1 Overview. This Contract imposes special restrictions on how the Client and the

Consultant must handle confidential information. These obligations are explained in

this section.

8.2 The Client's Confidential Information. While working for the Client, the

Consultant may come across, or be given, Client information that is confidential. This

is information like customer lists, business strategies, research & development

notes, statistics about a website, and other information that is private. The

Consultant promises to treat this information as if it is the Consultant's own

confidential information. The Consultant may use this information to do its job under

this Contract, but not for anything else. For example, if the Client lets the Consultant

use a customer list to send out a newsletter, the Consultant cannot use those email

addresses for any other purpose. The one exception to this is if the Client gives the

Consultant written permission to use the information for another purpose, the

Consultant may use the information for that purpose, as well. When this Contract

ends, the Consultant must give back or destroy all confidential information, and

confirm that it has done so. The Consultant promises that it will not share confidential

information with a third party, unless the Client gives the Consultant written

permission first. The Consultant must continue to follow these obligations, even after

the Contract ends. The Consultant's responsibilities only stop if the Consultant can

show any of the following: (i) that the information was already public when the

Consultant came across it; ii) the information became public after the Consultant

came across it, but not because of anything the Consultant did or didn't do; (ii) the

Consultant already knew the information when the Consultant came across it and the

Consultant didn't have any obligation to keep it secret; (iv) a third party provided the
Consultant with the information without requiring that the Consultant keep it a secret;

or (v) the Consultant created the information on its own, without using anything

belonging to the Client.

8.3 Third-Party Confidential Information. It's possible the Client and the

Consultant each have access to confidential information that belongs to third parties.

The Client and the Consultant each promise that it will not share with the other party

confidential information that belongs to third parties, unless it is allowed to do so. If

the Client or the Consultant is allowed to share confidential information with the other

party and does so, the sharing party promises to tell the other party in writing of any

special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract

damages that the breaching party could not reasonably have foreseen when it

entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third

party sues or goes after the Client or the Consultant or both. For example, if the

Client gets sued for something that the Consultant did, then the Consultant may

promise to come to the Client's defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Consultant agrees to indemnify the

Client (and its affiliates and their directors, officers, employees, and agents) from and

against all liabilities, losses, damages, and expenses (including reasonable

attorneys' fees) related to a third-party claim or proceeding arising out of: i) the work

the Consultant has done under this Contract; (i) a breach by the Consultant of its

obligations under this Contract; or (ii) a breach by the Consultant of the promises it is

making in Section 5 (Representations).

Consultant (and its affiliates and their directors, officers, employees, and agents)

from and against liabilities, losses, damages, and expenses (including reasonable

attorneys' fees) related to a third-party claim or proceeding arising out of a breach by

the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Consultant. The

Consultant cannot assign its rights or delegate its obligations under this Contract to a

third-party (other than by will or intestate), without first receiving the Client's written

permission. In contrast, the Client may assign its rights and delegate its obligations

under this Contract without the Consultant's permission. This is necessary in case,

for example, another Client buys out the Client or if the Client decides to sell the

work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to

resolve any dispute arising under this Contract, a party may demand that the dispute

be resolved by arbitration administered by the American Arbitration Association in

accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the

Consultant must agree to that change in writing and sign a document showing their

contract. Neither party can waive its rights under this Contract or release the other

party from its obligations under this Contract, unless the waiving party acknowledges

it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the

other party. For the notice to be valid, it must be in writing and delivered in one of the
following ways: personal delivery, email, or certified or registered mail (postage

prepaid, return receipt requested). The notice must be delivered to the party's

address listed at the end of this Contract or to another address that the party has

provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid

confusion, a valid notice is considered received as follows: (i) if delivered personally,

it is considered received immediately; (i) if delivered by email, it is considered

received upon acknowledgement of receipt; (iii) if delivered by registered or certified

mail (postage prepaid, return receipt requested), it is considered received upon

receipt as indicated by the date on the signed receipt. If a party refuses to accept

notice or if notice cannot be delivered because of a change in address for which no

notice was given, then it is considered received when the notice is rejected or unable

to be delivered. If the notice is received after 5:00pm on a business day at the

location specified in the address for that party, or on a day that is not a business day,

then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract

is found to be unenforceable. If that's the case, the unenforceable portion will be

changed to the minimum extent necessary to make it enforceable, unless that

change is not permitted by law, in which case the portion will be disregarded. If any

portion of the Contract is changed or disregarded because it is unenforceable, the

rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Consultant must sign this document using

Bonsai's e-signing system. These electronic signatures count as originals for all

purposes.
11.7 Governing Law. The laws of Philippines govern the rights and obligations of

the Client and the Consultant under this Contract, without regard to conflict of law

principles of that country.

11.8 Entire Contract. This Contract represents the parties' final and complete

understanding of this job and the subject matter discussed in this Contract. This

Contract supersedes all other contracts (both written and oral)

between the parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY

THEIR SIGNATURES BELOW.