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Assignment and Indemnification Agreement

Golden Moments & Events Partnership

This agreement is made by and between Golden Moments & Events Corp. (Service Broker) and Signee (Service Provider). Service Broker occasionally receives requests for services from the public that Service Broker shall provide to Service Provider to service for profit. This Agreement shall cover any and al such future instances as a material precondition to Service Broker providing leads or business to Service Provider.

  1. BROKER FEE– Service Broker agrees to pay Service Provider a reasonable fee for services to be mutually agreed by the parties in writing. Payment of fees from the customer shall be made directly to Service broker and the agreed upon fee to Service Provider shall be paid by Service Broker. Any such fee shall be payable within seven (7) days of Service Provider either providing the specified brokered service or Service Broker receiving and holding funds which are no longer subject to refund for any reason.
  2. INDEMNIFICATION AND RELASE OF LIABILITY– Service Provider agrees to indemnify and hold harmless and defend Service Broker, Service Broker’s Member(s), officers and employees, independent contractors and assigns from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Service Broker’s performance under this Agreement or Service Provider’s performance or negligence while rendering services to any person referred by Service Broker (including any and all guests, assigns or third party beneficiaries), including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Service Broker or Service Provider or any of Service Provider’s agents or third-party beneficiaries, including Contractor’s, officers, employees, agents, assigns, subcontractors, licensees, or invitees. Unindemnified Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case.
  3. DISCLAIMER OF LIABILITY– This agreement does not create a joint venture or partnership between the parties. Service Provider assumes all responsibility, liability and risk in providing services arising from opportunities presented by Service Broker.
  4. NON-CIRCUMVENTION- Service Provider shall not conduct any business transactions or engage in any commercial opportunity of any kind whatsoever with any person or entity introduced by Service Broker with the prior written consent of Service Broker. If a customer referred by Service Broker inquires with Service Provider regarding any additional present or future services, Service Provider and its employees and agents shall direct the inquiring customer to Service Broker for a quotation or further information.
  5. PAYMENT DISPUTES WITH CUSTOMERS– From time to time, customers referred by Service Broker may initiate payment disputes, make payment with insufficient fund checks or sop payments. In the event that a customer referred by Service Broker initiates a payment dispute, bounces a check, or stops payment or takes any other actions regarding immediate availability of funds, the Service Provider shall back any funds received from Service Broker pending the outcome of the dispute. Once any dispute is resolved in Service Broker’s favor and funds are received, then Service Broker shall return the refunded funds to Service Provider.
  6. ENTIRE AGREEMENT- This agreement constitutes the full understanding between the parties and can only be modified by subsequent written amendment agreed to mutually by all parties.
  7. DISPUTE RESOLUTION / VENUE / FORUM /ATTORNEY FEES- THE PARTIES AGREE TO WAIVE A JURY TRIAL IN THE EVENT OF ANY DISPUTE. In the event of any dispute between the parties, the parties consent to the sole and exclusive jurisdiction of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida for any dispute resolution. The prevailing party shall be entitled to recover from the non-prevailing party any attorney fees and costs incurred, including those expended pre-suit or on appeal or upon remand from any such appeal.

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