This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of one (1) year. The term of this Agreement may be extended beyond the initial one (1) year term by written agreement between the parties. TOC may terminate this Agreement at any time upon ten (10) days prior written notice. At the end of this term, TOC must provide any updates to this Agreement made during the current term prior to any renewal.

Operator shall provide the services ("Services") described in Scope of Work ("Scope of Work"). You will receive a bid ("Bid") from TOC including details of an upcoming production. This Bid will provide you with the Scope of Work, Payment, and any additional requests. TOC may add additional services to this Agreement or any Bid at any time by providing an Addendum to the Bid setting forth the project, terms, and other Services required. Operator shall perform all work, and shall furnish all items (i.e., labor, materials, services, facilities, and equipment), necessary to provide the Services unless otherwise specified in any Bid. Except as set forth in any Bid, there is no quantity or minimum level of Services that TOC is required to purchase during the term of this Agreement. Any subcontractor of Operator shall comply with Operator's obligations under this Agreement without the prior written approval of TOC. If Services are to be performed without the presence of a manager or lead, Operator and Operator's employees shall confine themselves to areas designated by the client. Operator's employees shall also comply with all site rules, regulations, and guidelines of whatever nature while on site. Operator shall be responsible for, and TOC shall have no liability for, any and all items furnished by Operator including but not limited to labor, materials, services, facilities, and equipment.

A.​ Operator shall promptly disclose to TOC any improvements or inventions made or conceived by Operator for TOC pursuant to this Agreement. TOC shall own, and only TOC may seek patent protection for such inventions. TOC shall also own any work product (including but not limited to designs, specifications, models, plans, reports, photographs, and videos) developed by Operator for TOC pursuant to this Agreement. Operator irrevocably assigns, transfers and conveys to TOC all of its right, title and interest and to such inventions and work product. B. Operator may use any improvements or inventions made or conceived by Operator for TOC pursuant to this Agreement for a portfolio or social post. Operator irrevocably agrees to notate, credit or tag TOC (@TOCCreative) in any publication or portfolio listing. Operator may not use any improvement or invention to receive any additional compensation outside of Scope of Work or Bid confirmed by both Parties. C. TOC retains the right, title and interest in and to its data and other intellectual property (and materials). Supplier shall not use or disclose such data, intellectual property or other materials except as necessary to perform the services.

The rates and fees for the Services are set forth in the Bid. Unless otherwise specified, all expenses, charges and costs are included and will not be reimbursed. Travel fees must be authorized in advance by TOC and will be reimbursed at out-of-pocket cost for what is reasonable and customary. TOC does not pay any fees during travel time. Receipts supporting each expenditure must accompany each invoice for reimbursement.

Each Party shall be responsible for (and remit as prescribed by law of the applicable taxing authority) any sales, use, value added, goods and services, transfer or similar taxes imposed upon that Party at the time of the Services. Where such taxes are imposed by statute upon TOC, Operator shall separately itemize those taxes on each applicable invoice. TOC shall not be responsible to Operator for any income, taxes or fees from payments, or any other taxes.

Within ten (10) days of completion of the final Service rendered complete, Operator shall submit an invoice to TOC for all charges (i.e., fees, taxes and, if reimbursable, expenses) applicable to the Services provided in accordance with this Agreement for the applicable project and Services. Operator's invoices shall be sent to the email or mailing address identified below. TOC shall have no liability to pay any invoices submitted more than thirty (30) days after the completion of a project or Services. Incomplete or incorrect invoices will not be processed or paid. Invoices shall be submitted to: The Omilianowski Company LLC (TOCCreative) 229 W. Bute Street #106 Norfolk, VA 23510 and/or info@toccreative.com billing@toccreative.com

TOC shall pay Operator within thirty (30) days after receipt of a properly prepared and correct invoice, and with the following scheduled payment run, subject to the applicable local jurisdiction. Your payment terms will be annotated in your Bid. No payment is due to Operator by TOC for any invoice submitted more than thirty (30) days after the completion of the applicable Services for a project.

TOC may from time to time, be furnished with information and/or data which is proprietary and confidential to TOC, its clients, customers, partners, or vendors. Further, Operator may be in receipt of information directly from TOC clients, customers, partners, or vendors that is given to Supplier while providing Services under this Agreement, (collectively "Confidential Information"). Information is "Confidential Information" if it is disclosed by TOC to Operator, including information from or about TOC Customers, except any information which: A.​ Is or becomes public knowledge through no fault of the Operator;​ B.​ is disclosed to the Operator by a third party who has a lawful right to disclose the information; or, C. is already known by the Operator before receipt hereunder, as shown by its prior written records. Information disclosed hereunder shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general knowledge in the public domain or in the Operator's possession. In addition, no combination of features shall be deemed to be within the foregoing exceptions because individual features are in the public domain or in the Operator's possession, unless the combination itself and its principle of operations are in the public domain or in the Operator's possession. ​ Operator will not, at any time for any reason, reveal any information provided by TOC, any of TOC's clients, customers, partners, or vendors to anyone, unless provided with prior written consent by TOC or the applicable client, customer, partner, or vendor. All information provided by or on behalf of TOC, any of TOC's clients, customers, partners, or vendors during the performance of the Services is to be used solely by the performance of Services hereunder, except that, should it be required, Operator may share client, customer, partners, or vendors information with TOC or TOC affiliate. ​ Upon written request of TOC or TOC clients, customers, partners, or vendors, Operator shall return to TOC or applicable client, customer, partner, or vendor Confidential Information received in tangible form in connection with the Services, except for a single copy and/or sample which may be retained solely for purposes of determining Operator's obligations hereunder and which shall remain subject to the obligations of nonuse and confidentiality set forth in this Agreement. ​ Operator shall not disclose the Confidential Information to any third party (including, without limitation, any patent office) and shall use the Confidential Information only for its provision of Services under this Agreement. Notwithstanding the foregoing, if the Operator is required by law or governmental order to disclose Confidential Information, it shall give the TOC prompt written notice of such requirement, if practicable, prior to such disclosure. These obligations set forth in this Section 8 shall continue in force after termination or expiration of this Agreement.

Operator represents, warrants and covenants that: A. It has the right, title, and interest to assign, transfer, and convey the ownership rights hereunder; B. the Services (and use thereof) do not and shall not infringe the proprietary rights of a third party; C. the Services shall be performed in a good, prompt, and professional manner by a sufficient number of qualified personnel (as to training, skill and experience) in accordance with the Scope of Work and consistent with industry standards and best practices; and D. any deliverables shall be accurate, current, complete, and free from defects in material, workmanship, and design.​ ​ NEITHER OPERATOR NOR TOC MAKES ANY REPRESENTATION OR WARRANTY OTHER THAN AS SET FORTH IN THIS SECTION. OPERATOR AND TOC EACH EXPLICITLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ​ Operator shall promptly correct any failure to comply with this Section upon request by TOC.

Operator shall defend and indemnify TOC from and against any loss, liability (including settlements, judgments, fines, and penalties) or costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any action, suit, or proceeding against TOC by a third party (including by a government agency or employees of either Party) that: A. Arises from negligence, willful misconduct or breach of this Agreement (or a legal obligation to the third party) by Operator; or B. is for injury or death of any person, loss of or damage to any property, materials and/or equipment resulting from the acts or omissions (including breach of contract) by Operator. Neither Party shall be held liable to the other Party under this Agreement for any indirect, incidental, special, consequential, or punitive damages.

Operator shall carry and maintain in full force, with insurance companies authorized to do business in the jurisdictions where the Services are performed, insurance of the types and in the amounts that is reasonable and customary (or legally required) for the Services.

If a Party's performance is prevented by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, rebellions or revolutions, civil disorders or third party labor strikes, then the affected Party shall be excused for such non-performance for as long as such event continues; provided, however, such event is beyond the control of the affected Party (and could not be prevented by appropriate precautions) and the affected Party is diligently attempting to recommence performance. The affected Party shall immediately notify the other Party of the event and, if non-performance continues for 15 days (or more), the other Party may terminate this Agreement.

Neither Party shall assign or transfer the Agreement, in whole or in part, without the prior written consent of the other Party however, and notwithstanding anything to the contrary in this Agreement, TOC may, without Client's prior written consent, assign this Agreement in whole or in part to any Affiliate.

A. No amendment of this Agreement shall be valid unless in writing and signed by both Parties. B. This Agreement supersedes all prior discussions and agreements and represents the entire agreement between the Parties with respect to the subject matter hereof. C. This Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of Delaware without giving effect to the principles of conflicts of law. Each Party consents to the exclusive jurisdiction of, and services of process by, the United States District Court for Delaware or the state courts of Delaware with respect to this Agreement. D. Operator is an independent contractor of TOC. The individuals and entities retained by Operator to perform its obligations shall be under the Operator's exclusive direction and control and shall in now way be deemed to be an employee, agent, or contractor of TOC. Operator is responsible for obtaining and has obtained workers compensation coverage. E. All notices shall be in writing and deemed given when: (i) received at the contact information on file specified for the receiving Party; (ii) delivered by hand to the person specified for the receiving Party at the address specified; or (iii) mailed (by registered or certified mail, return receipt requested) to the person specified for the receiving Party at the address specified. A Party may change the address or person for notification upon 10 days notice to the other. The initial notice information for this Agreement is specified in the signature block herein. F. Operator shall not: (i) use the name, trade name, circle with line, trademarks, service marks or logos of TOC or any TOC Affiliate, in any manner not approved by TOC; or (ii) represent (directly or indirectly) that any product or service offered by Operator has been approved or endorsed by TOC. G. No delay or omission by a Party to exercise its rights shall impair or waive such rights and any waiver by a Party of its rights shall not waive any succeeding or other rights.

The expiration or termination of this Agreement shall not affect the obligations set forth in Sections 3, 6, 8, 9, 10, 14(c,d,f) and 15 of this Agreement.