INDEPENDENT CONTRACTOR AGREEMENT

1. SERVICES AND COMPENSATION

1.1 Services.

Subject to the terms and conditions of this Agreement and at Company’s request and direction, Contractor will perform for Company the services (“Services”) described in the document entitled “[[Title of Document]]” attached hereto as Exhibit A and incorporated in its entirety herein (the “Expectations”). Contractor acknowledges the Contractor has received, understands and agrees to the Expectations and further agrees that Company may amend the Expectations by providing notice to Contractor pursuant to Section 6.3 below.

1.2 Compensation

As consideration for Contractor’s proper performance of the Services, Company will pay Contractor the compensation set forth in the Expectations. Contractor acknowledges that Contractor will receive an IRS Form 1099-MISC from the Company, and that Contractor shall be solely responsible for all federal, state, and local taxes.

1.3 Independent Contractor

It is the express intention of the parties that Contractor perform the Services as an independent contractor. Nothing in this Agreement will in any way be construed to constitute Contractor as an agent, employee, or representative of Company. Without limiting the generality of the foregoing, Contractor is not authorized to bind Company to any liability or obligation or to represent that Contractor has any authority. Contractor must furnish (or reimburse Company for) all tools and materials necessary to accomplish this contract, and will incur all expenses associated with performance, except as expressly provided for in the Expectations.

1.4 Benefits

Contractor acknowledges that neither Contractor nor Contractor’s employees, if any, will receive benefits from Company either as a Contractor or employee. Any persons employed or engaged by Contractor in the connection with the performance of the Services shall be Contractor’s employees or contractors and Contractor shall be fully responsible to them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.

2. TERM AND TERMINATION

2.1 Term of Termination

This Agreement commences on the Effective Date and will continue until termination as provided below. Company may terminate this Agreement by giving two weeks prior written notice to Contractor. Company may terminate this Agreement immediately and without prior notice if Contractor refuses to or is unable to perform the Services, is in breach of any material provision of this Agreement, or Company is dissatisfied with the quality of Contractor’s work.

2.2 Survival

Upon termination, all rights and duties of the parties toward each other cease except that: (a) within 30 days of the effective date of termination, Company will pay all amounts owing to Contractor for Services or Contractor will return to Company any amount paid to Contractor as a retainer that is not owed against Services; and (b) Sections 1.3, 1.4, 2, 3, 4, 5 and 6 survive termination of this Agreement.

2.3 Return of Materials

Upon the termination of this Agreement, or upon Company’s earlier request, Contractor will deliver to Company all of Company’s property and Confidential Information (as defined in Section 3.1) that is in Contractor’s possession or control.

3. CONFIDENTIALITY AND OWNERSHIP

3.1 Definition

“Confidential Information” means any non‑public information that relates to the actual or anticipated business of Company and any proprietary information, trade secrets, and know‑how of Company that is disclosed to Contractor by Company, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to products, services, customer lists, customer names, development plans, inventions, ideas, processes, data, designs, techniques, marketing, finances, budgets, prices and costs, business plans, and other business information. Confidential Information is the sole property of Company.

3.2 Nondisclosure and Nonuse

Contractor will not, during and after the term of this Agreement, disclose the Confidential Information to any third party or use the Confidential Information for any purpose (including without limitation any competitive activities or circumvention of Company in independently pursuing the business opportunities contemplated by the Confidential Information) other than the performance of the Services on behalf of Company.

3.3 Assignment

All works of authorship, designs, inventions, improvements, developments, discoveries, and trade secrets conceived, made, or discovered by Contractor during the period of this Agreement or with respect to any period prior to this Agreement in which Contractor was performing Services to Company, solely or in collaboration with others, that relate in any manner to the business of Company (collectively, “Inventions”) will be the sole property of Company throughout the world. In addition, Inventions that constitute copyrightable subject matter will be considered “works made for hire” as that term is defined in the United States Copyright Act. To the extent that ownership of the Inventions does not by operation of law vest in Company, Contractor will assign (or cause to be assigned) and does hereby irrevocably assign fully to Company all right, title, and interest in and to the Inventions, including all related intellectual property rights. To the extent any copyrights are assigned under this Section 3, Contractor hereby irrevocably waives in favor of the Company, to the extent permitted by applicable law, any and all claims Contractor may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all work product to which the assigned copyrights apply.

3.4 Further Assurances

Contractor will assist Company and its designees in every proper way to secure Company’s rights in the Inventions and related intellectual property rights in all countries.

4. INDEMNIFICATION

4.1 Indemnification

Contractor will indemnify, defend, and hold harmless Company and its directors, officers, managers, members, investors and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any negligent, reckless, or intentionally wrongful act of Contractor or Contractor’s assistants, employees, or agents, if any, (b) any breach by Contractor or Contractor’s assistants, employees, or agents, if any, of any of the covenants, warranties, or representations contained in this Agreement, (c) any failure of Contractor to perform the Services in accordance with all applicable laws, rules, and regulations, or (d) any violation or claimed violation of a third party’s rights resulting in whole or in part from Company’s use of the work product of Contractor under this Agreement.

5. CONSENT TO PERSONAL JURISDICTION; WAIVER OF JURY TRIAL; EQUITABLE RELIEF

5.1 Consent to Personal Jurisdiction

Contractor hereby expressly consents to the exclusive personal jurisdiction of the state and federal courts located in HQ State for any lawsuit filed there against Contractor by the Company arising from or relating to this Agreement.

5.2 Waiver of Jury Trial

EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

5.3 Equitable Remedies

Contractor understands and agrees that its breach or threatened breach of this Agreement will cause irreparable injury to Company and that money damages will not provide an adequate remedy for such breach or threatened breach, and Contractor hereby agrees that, in the event of such a breach or threatened breach, Company will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Company’s rights under this Agreement are cumulative, and Company’s exercise of one right shall not waive Company’s right to assert any other legal remedy.

6. MISCELLANEOUS

6.1 Services and Information Prior to Effective Date; Conversion to Employment. All services performed by Contractor and all information and other materials disclosed between the parties prior to the Effective Date will be governed by the terms of this Agreement, except where the services are covered by a separate agreement between Contractor and Company. In the event that the Contractor or any employee of the Contractor becomes an employee of Company, the obligations of the Contractor in this Agreement shall continue with respect to such individual and the term of this Agreement shall continue through the termination of such employment.

6.2 Non-Assignment and No Subcontractors

Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Contractor, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company. Contractor may not utilize a subcontractor or other third party to perform its duties under this Agreement without the prior written consent of Company. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

6.3 Notices

Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be:-

(a) delivered in person,

(b) sent by first class registered mail, or air mail, as appropriate, or sent by overnight air courier, in each case properly posted and fully prepaid or

(c) by electronic mail, in each case to the appropriate address as set forth below.

Either party may change its address for notices by notice to the other party given in accordance with this Section. Notices will be deemed given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, one day after delivery to an overnight air courier service or when sent via electronic mail.

6.4 Waiver

Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.

6.5 Severability

If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

6.6 Miscellaneous

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The internal laws of the HQ State, but not the choice of law rules, govern this Agreement. This Agreement and all exhibits contain the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.

This Agreement may be amended only by a writing signed by both parties

(electronic mail being sufficient).

Ebb & Flow Boudoir

66 Raphael Rd, Hockessin Delaware 19707

(443) 500-7840

guillermo@ebbandflow-boudoir.com

05/12/2025