August 27, 2025​

 

The following Terms & Conditions comprise the Business Consulting Services Agreement (“Agreement”) for the provision of services by Linen Seas, LLC. (a/k/a Drenched PR) (“Company”) to prospective (“Client”). 

 

Whereas, the Client  desires to retain the Company for various marketing consultancy services as more fully described in Exhibit A (attached hereto and incorporated by reference into this Agreement);  and Company desires to contribute its expertise, knowledge and resources to assist Client in achieving its goals.

 

Now, Therefore, the parties agree as follows.

 

1. Description and Scope of Services.  The Company will provide consulting services for the Client consistent with the services enumerated and described in Exhibit A (“Statement of Work,” or “SOW”), attached hereto. Client acknowledges that Company may, at its sole discretion, employ certain personnel (through subcontractors or its own employees) to provide any of the services as described herein, and Client consents to same. The terms “subcontractors” or “personnel” as used herein may refer to consultants, researchers or any other individuals contracted by Company to render services under this Agreement. 

 

The Company strives to add value to its clients to improve business.  However, the Company cannot provide any guarantee of results (including, but not limited to, increased sales revenue) from the services it provides. Results are highly dependent on the Client’s implementation of any recommendations that the Company makes as well as outside factors that are not necessarily within either party’s control. 

 

The parties may agree to engage in subsequent SOW’s. If so, Exhibit A will be supplemented with each new SOW, which shall be signed by the parties to indicate their acceptance of the terms and conditions thereof. Each SOW shall be incorporated by reference herein and made part of this Master Service Agreement (“LS”). In the event of a conflict of terms between the SOW and this LS, the terms of this LS shall prevail, unless specifically stated otherwise in the SOW. 

 

2. Term and Timeline. Unless otherwise terminated, this LS will commence on the date of execution by both parties and remain in full force and effect indefinitely. 

 

3. Voluntary Termination. Either party may terminate this LS, for any reason and at any time, by providing notice in writing to the other party at least 30 days in advance of the termination date to a current and valid mailing address or email address for the other party. As to any statements of work yet to be completed, notwithstanding any notice of termination of this LS, both the SOW and this LS shall remain in full force and effect until such time as all parties have completely fulfilled their obligations under that SOW, even if it exceeds 30 days from the termination notice. 

 

4. Termination for Cause. This Agreement may be terminated by either party, for cause, with no advance notice requirement. “Cause” for termination shall include, but is not limited to: (i) Client failing to pay any amounts owed to Company within the time required under this Agreement; (ii) the other party materially breaching any of the material terms or obligations under this Agreement; (iii) there existing sufficient credible evidence that the other party has become insolvent, has or will file a petition for bankruptcy, or has become a named defendant in litigation or regulatory investigation or action that poses a reasonable threat to the viability of the terminating party’s business operations and/or profitability; or (iv) either party having attempted to assign this Agreement to a third party without first obtaining written consent of the other. or (v) there is existing sufficient credible evidence that the other party has failed to comply with any applicable governmental laws, regulations or licensing requirements that may affect the services being provided under this Agreement. Notwithstanding any of the provisions of this paragraph, either party seeking to withhold work, payment or cancel / terminate this Agreement for cause (as defined above in this section) shall provide notice of its intention in writing to the other party; upon receiving notice the other party shall have the right to cure the deficiency within 10 business days in order to avoid termination or non-payment. 

 

5. Price and Payment.  Each SOW will specify the fees to be paid for the services to be provided and (if applicable) the payment intervals. All invoices delivered to Client for payment must be paid within 15 days of delivery of the invoice to Client (“Due Date”). Any payment not received by its due date (“Late Payment”) will be subject to a one-time penalty of 15% of the total amount of payment considered late. Upon the occurrence of any payment that is at least 30 days late, the Company may require, as a condition to performing its obligations under this LS, further assurances from the Client in the form of a Letter of Credit or a Surety Bond. In such cases where the payment is at least 1 week late, the Company may, at its discretion, suspend any further services due and the Company cannot be held responsible in that case for delays in completing the project. If work on any project must be suspended due to any delay not attributable to the Company, then after 1 week of delay the Company may require payment from the Client for work completed, on a prorated basis, up to the time in which the project delay began and Client shall pay same in accordance with the payment terms set forth above. If work to be done by the Company also involves an arrangement where an essential third-party service provider (or sub-contractor) is to be paid directly from the Client, then Client’s failure to pay the third-party (or sub-contractor) shall be treated the same as failure to pay the Company, and the Company may suspend its work in accordance with the terms above. 

 

6. Reimbursable Expenses. The Company shall be responsible for all expenses related to providing the Services under this Agreement, except any "out-of-pocket" expenses. Out-of-pocket expenses are expenses that require the Consultant to pay a third (3rd) party as a direct or indirect result of providing the Services. If certain applicable and reimbursable expenses are incurred by the Company to complete its work, invoices for said expenses shall be due and payable as described above in Section 5 (“Price and Payment”) and all the same terms and conditions in that section apply to this section. 

 

7. Changes to Projects or Scope of Work. Once a particular SOW is executed and the Company has begun its work, the Company will have already allocated and deployed its resources into the project. Therefore, if Client seeks to remove a particular task under that SOW, then the full fees for that project will still be due and owed in accordance with the SOW and this LS. However, it is possible for Client to add additional tasks that were not originally included in that SOW as long as both parties agree in writing. However, any additions shall be subject to possible increases in fees owed at the discretion of the Company. 

 

8. Client’s Responsibilities. In order for Company to perform and deliver its highest quality work to Client, the Client is expected to cooperate fully with the Company’s reasonable requests for information, documentation, access to information and collaboration sessions as deemed necessary. Company expects participation from any of the Client’s staff that would have a role in the completion of the services. Company will need Client to identify select personnel from its organization to make themselves reasonably available for short interactions throughout each phase of work. Failure to cooperate with any of the provisions of this paragraph will be deemed a material breach of Client’s obligations under this Agreement. If the Company requires resources or information from the Client in order to perform the Company’s work within the expected timeframe (including possible introduction to necessary third-parties), the Client will be expected to provide those resources and/or information within a reasonable period of time (but not exceeding 5 business days), otherwise the Company can extend the term of the work to be performed. 

 

9. Independent Contractor Relationship. This will be strictly a vendor/contractor arrangement, and in no way shall Company be considered (by itself or others) to be a member of the Client’s staff or an employee of the Client. Company is expected to pay its own applicable taxes from payments made by the Client, as the Client will not be responsible for tax withholdings. Company must provide its own Workers Compensation Insurance or Disability insurance for any of its employees and comply with any applicable laws regarding unemployment or unemployment insurance. 

 

10. Nonsolicitation of Vendors, Suppliers , Employees,, subcontractors or personnel.  In order to protect the each party’s proprietary information (“confidential information”), good will and relationship with its vendors, suppliers, employees, subcontractors or personnel, neither party shall directly or indirectly, during the term of this Agreement or within one (1) year after termination of this Agreement; solicit or otherwise recruit or entice any vendor, supplier, employee, subcontractor or personnel to end or reduce its/their relationship with the other party for any reason, whether for a party's own behalf or on behalf of another.

11. Non-Circumvention. Throughout the entire term of this Agreement, and for a period of one (1) year after its termination by either party (for cause or no cause), the Client will not attempt to do business with, or otherwise solicit any business contacts, clients, prospective clients, associates, employees or contractors of the Company, found or otherwise referred by the Company to the Client for the purpose of circumventing, the result of which shall be to prevent the Company from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Company. 

 

12. Non-Disparagement. Each party agrees not to make any derogatory or damaging statements or media/social media posts about the other party or any of the other party’s affiliates or departments or their respective officials, directors, officers, employees or agents. This includes, but is not limited to statements about the management or business condition of a party or any of its affiliates and departments, or statements about the party’s (or an affiliated individual’s) characteristics, work ethic or credibility. The parties likewise agree not to make any damaging or derogatory statements or media/social media posts about each other, or any of the other party’s affiliates or departments or their respective officials, directors, officers, employees or agents.

 

13. Confidentiality & Proprietary Information. Each party acknowledges that it may be necessary for the other (the “disclosing party”) to disclose certain confidential and proprietary information to them (the “receiving party”) in order for the receiving party to perform its/their duties under this Agreement. The receiving party acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the disclosing party. Accordingly, the receiving party will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the disclosing party without the disclosing party’s prior written permission except to the extent necessary to perform the services on the disclosing party's behalf.

Proprietary or confidential information includes, but is not limited to:

a.) The written, printed, graphic, or electronically recorded materials furnished by disclosing party for receiving party to use;

b.) Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that disclosing party makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and

c.) Information belonging to customers and suppliers of the disclosing party about whom the receiving party gained knowledge as a result of the receiving party‘s Services to the disclosing party.

 

Upon termination of this Agreement, or at the disclosing party’s request, the receiving party shall deliver all materials to the disclosing party in its/their possession relating to the disclosing party's business. The receiving party acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the disclosing party for which damages would be an inadequate remedy. Therefore, the disclosing party shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the disclosing party's rights and remedies otherwise available at law.

 

Furthermore, proprietary information, under this Agreement, shall include:

a.) The product of all work performed under this Agreement ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and Company hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Company retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product;

b.) Company hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Company's work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and

c.) The Client will be entitled to use the Company's name and/or likeness in advertising and other materials.

 

14. Equitable Remedies. Money damages may not be a sufficient remedy for a breach of sections 10 through 13 of this Agreement by the breaching party and, in addition to all other remedies, the non-breaching party may seek (and may be entitled to) as a result of that breach, specific performance and injunctive or other equitable relief as a remedy. Both parties hereby consent to the issuance of that injunction and to the ordering of specific performance. 

 

15. Intellectual Property: With the exception of any provisions noted in Section 13 above pertaining to Work Product intellectual property rights and/or assignments, any intellectual property that originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited, non-assignable, non-exclusive, non-transferable license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right, now or hereafter owned, controlled or licensable by a Party, is granted to the other Party. Neither shall it be implied nor arise by estoppel. Any trademark, copyright or other proprietary notices appearing in association with the use of any facilities or equipment (including software) shall remain on the documentation, material, product, service, equipment or software. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

 

16. Assignment:  Neither party may, without the express written consent of the other party, assign its rights or obligations under this Agreement to a third party. Neither party shall withhold consent to assignment unreasonably.

 

17. Commercial Transaction / Governing Law / Consent to Jurisdcition:  Client recognizes that this is a Commercial transaction and will be governed by the laws, regulations and ordinances of the State of New York.  In addition, the parties agree that all disputes which may arise under this agreement shall be adjudicated in the State or Federal Courts located in the State of New York.  Each party hereby consents to the jurisdiction of such courts over itself in any action relating to this agreement.

 

18. Indemnity:  Client agrees to defend and indemnify Company from any and all damages, liabilities, costs, losses and expenses (including actual legal costs and reasonable outside attorneys’ fees) arising out of or connected with any claim, demand or action by a third party which is inconsistent with any of the warranties, representations or covenants made by Client in this Agreement. Client agrees to reimburse Company, on demand, for any payment made by Company at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies, which has resulted in a final adverse non appealable judgment in a court of competent jurisdiction or has been settled with Client’s prior written consent (it being understood that Client’s consent will be deemed given to any settlement not in excess of $10,000). Company will notify Client of any such claim, demand or action promptly after Company has been formally advised thereof, and Client will have the right, at Client’s expense, to participate in the defense thereof with counsel of Client’s choice, provided Company will have the right at all times, in its sole discretion, to retain or resume control of the conduct thereof. 

19. Attorney's Fees and Costs In Legal Actions. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. Legal action may include actions in the courts, arbitration or administrative tribunals. 

 

20. Consequential Damages Waiver:  IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE OWNERS, OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST USE OR LOST OR DAMAGED DATA OR OTHER INTANGIBLES, WHETHER ARISING IN CONTRACT, TORTS (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.  

 

21. Limitation of Liability:  EXCEPT FOR LIABILITY RELATING TO THE PAYMENT TO COMPANY AND LIABILITY ARISING UNDER AN INDEMNIFICATION PROVISION CONTAINED IN THIS AGREEMENT (IF APPLICABLE), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER UNDER THIS AGREEMENT.

 

22. Severability:  If any provision of this Agreement is determined by a lawfully-constituted tribunal to be invalid or unenforceable under applicable law, such provision is and will be totally ineffective to that extent, but the remaining provisions shall be unaffected. 

23. Entire Agreement: The Agreement, and the Exhibits/Addenda attached hereto, constitute the entire agreement between Client and Company concerning all subject matter addressed herein, and supersede all prior agreements, understandings, and proposals, oral or written, between the parties.