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INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

THIS INDEPENDENT CONTRACTOR CONSULTING AGREEMENT (the “Agreement”) is made and entered into on this (the “Effective Date”), by and between Laundromat Millionaire, LLC, an Ohio limited liability company (“LM”) and (“Customer”) LM and Customer are sometimes collectively referred to herein as “Parties” or individually as a “Party.”

Recitals

A. LM provides strategic consulting services to its customers that are engaged in laundromat business or similar and related activities.

B. LM and Customer desire to enter into an agreement to set forth the terms and conditions pursuant to which LM may provide consulting services (the “Services”) to Customer.

C. LM is willing to perform the Services set forth herein for Customer under the terms and conditions set forth in this Agreement.

Terms

In consideration of the mutual promises set forth in this Agreement, LM and Customer, intending to be legally bound, agree and covenant as follows:

1. Term; Termination.

This Agreement shall commence upon the Effective Date set forth above and shall continue for a period of one year (the “Initial Term”). Thereafter, this Agreement shall automatically renew upon these same terms and conditions for successive thirty-day period (each a “Renewal Term”). The Initial Term and each Renewal Term are collectively referred to as the Term. Notwithstanding the foregoing, either party may terminate this Agreement for any reason, with or without cause by providing the other with at least thirty (30) days’ prior written notice. Any term or provision of this Agreement, including those relating to confidentiality, indemnification, limitation of liability, ownership of Deliverables (defined below) etc., which by their nature extend beyond the expiration or termination of this Agreement shall remain in effect and survive the termination or expiration hereof. By executing this Agreement, Customer is not obligated to engage LM to provide any Services and LM is not obligated to provide any Services. Each individual engagement shall be set forth in a Statement of Work (each an “SOW”), each subject to this Agreement. In the event of a conflict between the terms as set forth in an SOW and the terms herein, the SOW shall control.

2. Duties; Compensation.

The Services provided by LM and the compensation paid by Customer for the Services shall be set forth in an SOW which shall be subject to the terms of this Agreement. The Parties may subsequently agree to have LM provide additional Services for additional compensation by entering into additional sequentially numbered SOWs, which shall be part of and subject to the terms of this Agreement. Additional coaching hours must be prepaid before booking, LM shall invoice Customer in accordance with each SOW and Customer shall pay each invoice within fifteen (15) days of the date of such invoice.

3. Confidentiality.

In connection with entering into and performing under this Agreement, each party may receive or have access to commercially valuable technical and nontechnical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to, documentation, trade secrets, know how, customer lists, pricing strategies, payment terms, this Agreement, marketing and business plans, information concerning such party’s vendors, and such party’s contemplated plans, strategies and prospects (“Confidential Information”). In addition to the foregoing, each party recognizes that the other party may have received and in the future may receive confidential or proprietary information of a third party ("Third Party Confidential Information"). Any Third Party Confidential Information disclosed by one party to the other party shall be deemed to be the disclosing party’s Confidential Information. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not disclose any Confidential Information of the disclosing party and will similarly bind its employees and agents. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, then, to the extent permitted by law, the party required to disclose Confidential Information will provide notice to and shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.

4. Hold-Harmless and Indemnification.

Each party agrees to indemnify, defend and hold the other harmless from and against any and all, actual or threatened, third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to such party’s (a) breach of this Agreement (including the terms of any SOW hereto) or (b) violation of any applicable law or regulation.

5. Limitation of Liability.

Neither party shall be liable to the other for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or its termination; however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Each party waives any claims that these exclusions deprive it of an adequate remedy. Except for liabilities resulting from the indemnification obligations set forth above, each party’s liability to the other shall not exceed the fees paid or payable to LM under this Agreement within the one-year period immediately preceding the date that the alleged wrongful act first occurred.

6. Independent Contractor Status.

Nothing contained in this Agreement shall be deemed to create a partnership or joint venture between either of the parties to this Agreement, it being expressly understood that each party shall act as and be deemed to be as independent contractors. LM understands and agrees that Customer will not withhold on behalf of LM pursuant to this Agreement any sums for income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body relating to LM or make available to LM any of the benefits afforded to employees of Customer and that all such payments, withholding, and benefits, if any, are the sole responsibility of LM.

7. Notices.

Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (a) upon delivery when delivered in person; (b) upon transmission when delivered by verified email; or (c) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally- recognized overnight courier service, to each party at the address set forth below:

Laundromat Millionaire, LLC
Attn: Dave Menz
6638 Wyndwatch Dr Cincinnati, Ohio 45230
(513) 607-1511

Customer

Entire Agreement. This Agreement, including each mutually executed SOW embodies the entire understanding between the parties pertaining to the subject matter hereof and supersedes all previous and contemporaneous agreements, whether oral or written. This Agreement may not be modified or amended, except by written agreement signed by both parties.

9. No Representations or Warranties.

No representations, promises, guarantees, projections or warranties of any kind have been made by LM to induce the execution of this Agreement or in connection with this Agreement. LM makes no warranty as to the results to be obtained from the Services and Customer acknowledges that LM has not made any representation or warranty to Customer with respect to any such results.

10. Governing Law and Jurisdiction; Attorney Fees.

The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Ohio without reference to conflict of law principles. Each party consents to the exclusive personal jurisdiction of the state and federal courts located in Hamilton County, Ohio. In any legal proceeding relating to a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of legal fees and costs.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the

Statement of Work #

Services:

Laundromat Millionaire, LLC, an Ohio limited liability company (“LM”), through its authorized representative Dave Menz will provide strategic advisory mentoring to Customer relating to Customer’s laundromat and related business operations.

The parties expect that the “Monthly Coaching Relationship” Services shall be provided approximately (2) 1 hr. calls per month. Hours can be combined for (1) 2-hour call but must be used in 1-hour minimum denominations. This agreement is for a duration of (6) six months and services will begin on

Term:

This SOW #1 calls shall commence on mutually agreed upon times and dates but must be scheduled within the same calendar month each month.

Compensation:

Customer shall pay LM LLC $5.000 for (6) months Laundromat Coaching services personally by Dave Menz:

Customer understands that hours DO NOT roll over into any future months and do expire at the end of each month.

Customer understands that additional consulting hours on an Ala Carte basis may be purchased at a rate of $300 per hour, provided that the parties are continually engaged in the “Mentoring Program Relationship”.