LUXOTIC SERVICE PROVIDER TERMS AND CONDITIONS

THIS AGREEMENT, CONSISTING OF THE TERMS AND CONDITIONS HEREIN AND ANY ADDITIONAL MATERIALS IN ANY OTHER EXHIBITS, EACH OF WHICH IS INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”), IS MADE AS OF THE DATE IT IS FULLY EXECUTED (THE “EFFECTIVE DATE”) BY AND BETWEEN LUXOTIC RETREATS, LLC (“LUXOTIC RETREATS”), AND JOHN DEBELLOTTE AND QUEEN CANDACE (“CLIENT”)  LUXOTIC RETREATS AND CLIENT ARE REFERRED TO HEREIN COLLECTIVELY AS THE “PARTIES” AND EACH INDIVIDUALLY AS A “PARTY”.

WHEREAS, CLIENT DESIRES TO ENGAGE LUXOTIC RETREATS TO RENDER CERTAIN SERVICES AS SET FORTH HEREIN AND CLIENT IS WILLING TO ACCEPT, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, SUCH AN ENGAGEMENT.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY MUTUALLY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1.  SCOPE OF SERVICES. DURING THE TERM (AS DEFINED BELOW), LUXOTIC RETREATS SHALL PERFORM THE SERVICES LISTED IN STATEMENT OF WORK (THE “SOW”), THE FIRST OF SUCH IS ATTACHED HERETO AS EXHIBIT A AND INCORPORATED HEREIN BY REFERENCE.  WHEN EXECUTED BY CLIENT AND LUXOTIC RETREATS, THE APPLICABLE COMPLETED SOW WILL BE DEEMED INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE.  ALL OF THE SERVICES REQUESTED BY CLIENT, AND AGREED TO BE PERFORMED BY LUXOTIC RETREATS, ARE COLLECTIVELY REFERRED TO HEREIN AS THE “SERVICES”.

2.  TERM. THE TERM OF THIS AGREEMENT (THE “TERM”) SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL REMAIN EFFECTIVE AND ENFORCEABLE UNTIL TEN (10) DAYS AFTER LATER OF (X) THE CONCLUSION OF THE CLIENT’S EVENT FOR WHICH LUXOTIC RETREATS HAS PROVIDED SERVICES(THE “CLIENT EVENT”) AND (Y) THE FINAL PAYMENT RECEIVED BY LUXOTIC RETREATS FOR ITS SERVICES, UNLESS PREMATURELY TERMINATED BY EITHER PARTY.  SHOULD ANY PARTY DECIDE TO TERMINATE THIS AGREEMENT PRIOR THE DATE OF MATURITY, THE PARTY SHALL NOTIFY THE OTHER AT LEAST THIRTY (30) DAYS PRIOR THE TERMINATION DATE.  IF THE CLIENT EVENT IS LESS THAN THIRTY (30) DAYS PRIOR TO THE DECISION TO TERMINATE, THEN CLIENT SHALL NOTIFY LUXOTIC RETREATS IMMEDIATELY OF ITS DECISION BY WRITING WITH AN EXPLANATION OF THE CIRCUMSTANCES RESULTING IN SUCH TERMINATION. NOTWITHSTANDING ANY SUCH NOTIFICATION, CLIENT SHALL BE RESPONSIBLE TO LUXOTIC RETREATS FOR THE COSTS, FEES, AND REASONABLE EXPENSES (I.E. NON-REFUNDABLE TRAVEL AND LODGING EXPENSES) ASSOCIATED WITH THE SERVICES PROVIDED FOR THE CLIENT EVENT AND LUXOTIC RETREAT’S COMPENSATION AS DEFINED HEREUNDER.

            3.  COMPENSATION. AS FULL COMPENSATION AND CONSIDERATION FOR THE FULL AND COMPLETE PERFORMANCE OF ALL THE WORK OUTLINED IN THEGROUP TRAVEL FORM AND WHEN APPLICABLE THE SOW (STATEMENT OF WORK) AND OTHER OBLIGATIONS UNDER THIS AGREEMENT AND ALL ADDITIONAL COSTS, THE PARTIES AFFIRM THAT CLIENT SHALL PAY LUXOTIC RETREATS  AS OUTLINED IN THE CORRESPONDING SECTION OF THE SOW.

 

4.  PRODUCT USE AND OWNERSHIP. CLIENT SHALL BE PROVIDED SERVICES AND/OR PRODUCTS BY LUXOTIC RETREATS AT NO ADDITIONAL EXPENSE FOR THE BENEFIT OF THE Company Name. CLIENT AGREES THAT IN SUCH PROVISION OF SERVICES AND/OR PRODUCTS, THE CLIENT CANNOT, AND MAY NOT SUBJECT THE SERVICES AND/OR PRODUCTS PROVIDED FOR RESALE WITHOUT THE EXPRESS WRITTEN CONSENT OF LUXOTIC RETREATS.  SHOULD CLIENT DECIDE TO DISCONTINUE THE USE, RETURN, OR SELL THE SERVICES AND/OR PRODUCTS, CLIENT SHALL NOTIFY LUXOTIC RETREATS SIXTY (60) DAYS PRIOR TO SUCH ACTION.

 

5.  INTELLECTUAL PROPERTY OWNERSHIP/LICENSING. CLIENT FULLY ACKNOWLEDGES AND UNDERSTANDS THAT LUXOTIC RETREATS MAY BE REQUIRED TO CREATE NEW INTELLECTUAL PROPERTY, SEMINAR MATERIALS OR OTHER NOVEL CREATIVE WORKS (COLLECTIVELY THE “NEW IP”), AS OUTLINED IN THE DELIVERABLES DUE UNDER AN APPLICABLE SOW ATTACHED HERETO AS AN EXHIBIT, IN ORDER TO BE COMPENSATED ACCORDING TO PARAGRAPH 3 OF THIS AGREEMENT. CLIENT FULLY ACKNOWLEDGES AND UNDERSTANDS THAT ALL NEW IP CREATED BY LUXOTIC RETREATS, FOR OR ON BEHALF OF CLIENT GENERALLY OR WITH RESPECT TO THE CLIENT EVENT, SHALL BE OWNED ONE HUNDRED PERCENT (100%) BY LUXOTIC RETREATS IN PERPETUITY. NOTWITHSTANDING THE FOREGOING, LUXOTIC RETREATS HEREBY GRANTS CLIENT A PERPETUAL ROYALTY-FREE LICENSE TO USE THE NEW IP IN CONNECTION WITH AND IN SUPPORT OF THE CLIENT EVENT.  CLIENT ACKNOWLEDGES THAT LUXOTIC RETREATS MAY ELECT, IN ITS SOLE AND COMPLETE DISCRETION, TO USE OR LICENSE TO THIRD PARTIES ELEMENTS OF SUCH NEW IP THAT ARE NOT SPECIFIC TO THE CLIENT EVENT.

CLIENT FULLY ACKNOWLEDGES AND UNDERSTANDS THAT LUXOTIC RETREATS MAY BE REQUIRED TO USE THE EXISTING INTELLECTUAL PROPERTY, SEMINAR MATERIALS OR OTHER NOVEL CREATIVE WORKS OF CLIENT OR A THIRD PARTY, THAT WERE CREATED PRIOR TO THE EXECUTION OF THIS AGREEMENT (COLLECTIVELY THE “EXISTING IP”), AS A PART OF THE DELIVERABLES DUE UNDER AN APPLICABLE SOW ATTACHED HERETO AS AN EXHIBIT, IN ORDER TO BE COMPENSATED ACCORDING PARAGRAPH 3 OF THIS AGREEMENT. CLIENT HEREBY ACKNOWLEDGES AND WARRANTS THAT CLIENT SHALL PROVIDE LUXOTIC RETREATS, AT THE SOLE COST AND EXPENSE OF CLIENT, A NON-EXCLUSIVE WORLD-WIDE LICENSE TO USE SUCH EXISTING IP IN ASSOCIATION WITH OR DURING THE CLIENT EVENT AND TO DISSEMINATE SUCH EXISTING IP TO ATTENDEES OF THE CLIENT EVENT.

            6.  CONFIDENTIALITY. THE PARTIES TO THIS AGREEMENT MAY NOT DISCLOSE TO ANY THIRD PARTY, THE TERMS OF THIS AGREEMENT OR THE SERVICES PROVIDED BY LUXOTIC RETREATS TO CLIENT WITHOUT THE OTHER PARTY'S WRITTEN CONSENT. NEITHER PARTY MAY SELL, NOR DISCLOSE WITH ANY THIRD PARTY ANY PROPRIETARY OR CONFIDENTIAL INFORMATION ACQUIRED BY THEM IN THE COURSE OF THEIR ENGAGEMENT WITH THE OTHER, WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY.  THE CLIENT AGREES TO RETURN TO LUXOTIC RETREATS ALL CONFIDENTIAL DOCUMENTS, RECORDS, OR ANY INFORMATION OWNED BY THE COMPANY UPON THE TERMINATION OF THE AGREEMENT. IN CASE OF FAILURE TO RETURN THE CONFIDENTIAL DOCUMENTS, RECORDS, OR INFORMATION, THE CLIENT SHALL NOTIFY LUXOTIC RETREATS AND SHALL AGREE ON HOW SUCH INFORMATION SHALL BE DISPOSED OF OR RETURNED TO LUXOTIC RETREATS.

7.  REPRESENTATIONS AND WARRANTIES. CLIENT AND LUXOTIC RETREATS ACKNOWLEDGE, UNDERSTAND, AND REPRESENT THAT:

  1. LUXOTIC RETREATS HAS THE UNRESTRICTED RIGHT AND AUTHORITY TO PERFORM THE DUTIES AND DELIVERABLES THAT CONFORM TO THIS AGREEMENT;

  2. EXCEPT AS SPECIFIED, THE DELIVERABLES BY LUXOTIC RETREATS ARE ORIGINAL; AND

  3. ALL DUTIES AND RESPONSIBILITIES OF LUXOTIC RETREATS ARE COMPLIANT WITH THE APPLICABLE LAWS, RULES AND REGULATIONS OF THE STATE OF NEW JERSEY.

8.  COVID-19 RELEASE AND INDEMNIFICATION. CLIENT AND LUXOTIC RETREATS HEREBY ACKNOWLEDGE THAT, AT THE TIME OF THE EFFECTIVE DATE OF THIS AGREEMENT, THE WORLD IS DEALING WITH THE SERIOUS AND ONGOING CORONAVIRUS PANDEMIC (“COVID-19”). CLIENT AND LUXOTIC RETREATS ACKNOWLEDGE AND UNDERSTAND THAT, AT THE TIME OF THE CLIENT EVENT, THERE MAY BE SERIOUS AND INHERENT HEALTH-RELATED RISKS ASSOCIATED WITH INTERNATIONAL TRAVEL AND ACCOMMODATIONS DURING THIS TIME PERIOD.  CLIENT, ANY AND ALL OF CLIENT’S SUCCESSORS, AGENTS AND ASSIGNS, KNOWN OR UNKNOWN, HEREBY FULLY AND COMPLETELY RELEASE LUXOTIC RETREATS FROM ANY AND ALL LIABILITY THAT MAY RESULT FROM HARM, INCLUDING BUT NOT LIMITED TO SERIOUS BODILY INJURY OR EVEN DEATH, THAT MAY RESULT TO CLIENT, OR ANY PERSON AFFILIATED WITH CLIENT, FROM THE PROVISION OF THE SERVICES DUE UNDER THIS AGREEMENT OR INTERNATIONAL TRAVEL ASSOCIATED WITH THE CLIENT EVENT. CLIENT HEREBY AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS LUXOTIC RETREATS FOR ANY AND ALL HARM THAT MAY RESULT FROM THE CLIENT EVENT TO CLIENT OR ANY PERSON ASSOCIATED WITH CLIENT THAT MAY BE EXPOSED TO HARM AS A RESULT OF PARTICIPATION IN THE CLIENT EVENT. THIS INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

ADDITIONALLY, WITH RESPECT TO THE EXISTING IP, CLIENT HEREBY AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS LUXOTIC RETREATS FOR ANY AND ALL USE OF THE EXISTING IP DURING THE TERM. CLIENT WARRANTS THAT IT HAS ALL NECESSARY RIGHTS AND/OR LICENSES ASSOCIATED WITH THE EXISTING IP TO GRANT SUCH NON-EXCLUSIVE LICENSE(S) TO LUXOTIC RETREATS DURING THE PROVISION OF THE SERVICES DESCRIBED IN THE SOW. IN THE EVENT THAT ANY RIGHTS AND/OR LICENSE(S) THAT CLIENT HAS OR MAY HAVE IN THE EXISTING IP IS CHALLENGED OR RESULTS IN ANY LITIGATION OF ANY KIND, CLIENT HEREBY FULLY AND COMPLETELY INDEMNIFIES LUXOTIC RETREATS AND SHALL BE RESPONSIBLE FOR ANY AND ALL ATTORNEY’S FEES THAT MAY RESULT FROM SUCH CHALLENGE OR LITIGATION RESULTING FROM A DISPUTE OVER THE RIGHTS ASSOCIATED WITH THE EXISTING IP. THIS INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

9.  NON-COMPETE / NON-SOLICITATION. CLIENT WARRANTS AND GUARANTEES THAT, THROUGHOUT THE DURATION OF THIS AGREEMENT AND FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT, CLIENT SHALL NOT (X) IN ANY MANNER, REPRESENT, PROVIDE SERVICES OR ENGAGE IN ANY ASPECTS OF BUSINESS OR (Y) DIRECTLY OR INDIRECTLY ENGAGE IN (OR FINANCIALLY SUPPORT) ANY BUSINESS, THAT WOULD BE CONSIDERED SIMILAR IN NATURE TO THE BUSINESS ENGAGED IN BY LUXOTIC RETREATS, ITS SUBSIDIARIES OR AFFILIATES.

CLIENT UNDERSTANDS AND AGREES THAT ANY ATTEMPT ON THE PART OF CLIENT TO INDUCE LUXOTIC RETREATS’ EMPLOYEES, INDEPENDENT CONTRACTORS, THIRD-PARTY VENDORS AND/OR BUSINESS PARTNERS TO WORK WITH OR ENTER INTO AN AGREEMENT WITH CLIENT DIRECTLY, OR ANY EFFORT BY CLIENT TO INTERFERE WITH LUXOTIC RETREATS RELATIONSHIP WITH ITS EMPLOYEES, INDEPENDENT CONTRACTORS, THIRD-PARTY VENDORS AND/OR BUSINESS PARTNERS WOULD BE HARMFUL AND DAMAGING TO LUXOTIC RETREATS.  ACCORDINGLY, DURING THE DURATION OF THIS AGREEMENT, AND FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT, CLIENT WILL NOT IN ANY WAY, DIRECTLY OR INDIRECTLY:

 

  1. INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE, INDEPENDENT CONTRACTOR, THIRD-PARTY VENDOR AND/OR BUSINESS PARTNER OF LUXOTIC RETREATS TO WORK OR OTHERWISE COLLABORATE WITH CLIENT DIRECTLY OUTSIDE OF THE SERVICES PROVIDED BY LUXOTIC RETREATS UNDER THIS AGREEMENT;

 

  1. OTHERWISE INTERFERE WITH OR DISRUPT LUXOTIC RETREATS RELATIONSHIP WITH ITS EMPLOYEES, INDEPENDENT CONTRACTORS, THIRD-PARTY VENDORS AND/OR BUSINESS PARTNERS;

 

  1. DISCUSS BUSINESS RELATIONSHIPS AND OPPORTUNITIES OR PROVIDE INFORMATION ABOUT COMPETITORS TO ANY OF LUXOTIC RETREATS’ EMPLOYEES, INDEPENDENT CONTRACTORS, THIRD-PARTY VENDORS AND/OR BUSINESS PARTNERS; OR

 

  1. SOLICIT, ENTICE, OR CONTRACTUALLY ENGAGE ANY EMPLOYEE, INDEPENDENT CONTRACTOR, THIRD-PARTY VENDOR AND/OR BUSINESS PARTNER OF LUXOTIC RETREATS FOR THE PURPOSE OF A BUSINESS OPPORTUNITY THAT IS IN COMPETITION WITH OR OTHERWISE SEPARATE FROM LUXOTIC RETREATS AND THE SERVICES PROVIDED UNDER THIS AGREEMENT.

            10.  SURVIVAL. SHOULD ANY OF THE PROVISIONS OF THIS AGREEMENT BE HELD INVALID BY ANY COURT OF COMPETENT JURISDICTION, THE SAME SHALL APPLY ONLY TO THE SAID PROVISION AND THE REMAINING PROVISIONS HEREOF SHALL REMAIN VALID AND ENFORCEABLE.

11.  JURISDICTION. ANY ACTION ARISING FROM OR BROUGHT UNDER THIS AGREEMENT SHALL BE FILED WITH THE PROPER COURTS OF THE STATE OF NEW JERSEY, TO THE EXCLUSION OF ALL OTHER VENUES THAT ARE HEREBY EXPRESSLY AND WILLINGLY WAIVED BY THE PARTIES.

            12.  ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF, SUPERSEDES ALL PREVIOUS WRITTEN OR VERBAL AGREEMENTS BETWEEN THE PARTIES, INCLUDING, BUT NOT LIMITED TO ALL REPRESENTATIONS, WARRANTIES, STATEMENTS, CORRESPONDENCE, AND UNDERSTANDINGS PREVIOUSLY MADE BY EITHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND MAY NOT BE MODIFIED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BOTH PARTIES.