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This Professional Services Agreement (“PSA”) is entered into and effective as of July 1, 2022 (the “Effective Date”) by and between Wen Zhang (“Consultant”), with an address at INNW Institute, 5900 Balcones Dr. Suite 5074, Austin, TX 78731 and  (“Client”), having its principal place of business at Global INNW Institute.

Now, therefore, in consideration of the mutual agreements of the parties and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. General.

Consultant provides advisory services associated with business strategies, market development strategies, product strategies, mergers & acquisitions, operational improvement, fundraising, business restructuring and fractional executive services. Consultant provides these services by working closely with clients using its experience, knowledge, best practices, tools and methods. Consultant does not make business decisions for its clients unless authorized by an officer nor does it provide any legal, auditing or attestation services.


2. Services.

2.1   Consultant’s services are limited to a mutually defined written “Scope of Services” set forth in Exhibit A and any supplemental exhibits or addendums.

2.2   Consultant agrees to provide the Scope of Services (collectively, the “Services”) in accordance with the terms of this PSA. 


3. Term and Termination.

3.1   The term of this PSA (“Term”) shall commence on the Effective Date and shall expire after the program has concluded (4 weeks). These terms and conditions will remain in force during the Term and will continue in effect as long as necessary thereafter to give Consultant and the Client the benefit of these provisions.  The Term may be extended by mutual written agreement.


4. Invoicing and Payments.

4.1   Consultant will invoice the Client for Services.  Client agrees to pay each invoice in U.S. dollars upon receipt for a total of $2500.


5. Confidentiality.

5.1   Consultant and the Client agree that they may, in the course of this relationship, be exposed to or acquire certain information which is proprietary to or confidential to Consultant or the Client or their respective employees, agents or affiliates (collectively, “Confidential Information”).  Any and all non-public information, in all forms and formats (including, without limitation, written, oral, electronic, automated, audio, video and image formats) obtained by either party arising from or related to this PSA, including all information provided or developed by or for Consultant related to the Consultant Methodology and Pre-Existing Materials or any part thereof without limitation, shall be deemed to be Confidential Information.  In no event shall the fact that such information may be contained in part in the work product impair its status as Confidential Information of Consultant.  Additionally, Confidential Information shall include all information that either Consultant or the Client is obligated to a third-party to treat as confidential, to the extent that the other party to this PSA is notified in writing of such obligation at, or prior to, the time that the scope of work is developed.  Confidential Information shall not include information which is (i) in or becomes part of the public domain other than by disclosure by the other party; (ii) demonstrated to be previously known to the other party prior to receipt of same from the disclosing party, (iii) independently developed by the other party outside of this PSA and relationship without the use of any portion of Consultant or Client Confidential Information, or (iv) rightfully obtained by the other party from third parties who are not subject to confidentiality obligations regarding the information.


5.2   The parties agree to hold the Confidential Information of the other party in strict confidence, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise give or disclose such information to third parties except to the extent  (i) expressly authorized herein, (ii) expressly authorized in writing by the other party, and then only to the extent strictly necessary to perform the respective obligations of the parties; or (iii) such disclosure is legally required by a court or government agency.  In the event disclosure is required pursuant to (iii) above, the party required to disclose the information shall give the other party notice of such intended disclosure so as to allow the owner of such information the opportunity to obtain a protective order.  Confidential Information of the other party will only be provided to the employees of a party on a “need-to-know” basis and it will not be provided to any person or entity unless until such person or entity agrees in writing to be bound to protect such Confidential Information in accordance with the provisions set forth herein.


5.3   It shall not be a breach of this PSA for either party to disclose the existence of a client relationship between the parties, except and to the extent non-disclosure is specifically requested by a party in writing.


6. Standard of Performance and Warranties.

6.1   Consultant will use its commercially reasonable efforts to assist the Client to evaluate certain information and business strategies and alternatives described in the Services.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, TITLE OR ABSENCE OF DEFECTS.


7. Limitation of Liability and Indemnity.

7.1   In no event will Consultant be liable to the Client for any incidental, indirect, special, consequential or punitive damages or lost profits of the Client. The aggregate total liability of Consultant, its officers, directors, employees, agents, and stockholders to Client and its employees, officers, directors, stockholders, agents and/or invitees arising from or related to the Client’s engagement of Consultant and the Services, whether in contract, tort, or otherwise, shall not exceed the recoveries from insurance provided, or, if none, an amount equivalent to one-half of the fee paid by the Client to Consultant for the Services giving rise to such liability.

7.2   The Client agrees to indemnify, defend and hold Consultant harmless from and against any and all claims by third parties that Consultant is interfering with an existing or proposed commercial relationship between any such parties and the Client.


8. General.

8.1   Independent Contractor.  The parties are and shall be independent contractors to one another.  No provision set forth in this PSA or in any Services shall create an agency, partnership or joint venture between the parties.  Nor will any provision of this PSA be construed as creating or establishing the relationship of employer and employee between the Client and either Consultant or any employee, agent or affiliate of Consultant.

8.2   Entire Agreement.  The Services set forth in all Exhibits, as supplemented or amended by the parties from time-to-time in accordance with the provisions set forth herein, will be deemed to be fully incorporated in, and a part of, this PSA. This PSA, including the attached Exhibits, constitutes the entire PSA between the parties and supersedes any and all prior representations, understandings, discussions or agreements between Consultant and the Client.  There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

8.3   Assignment.  Neither this PSA nor any Services may be assigned by a party without the written consent of the other party.  Any attempt to do so in contravention to this provision shall be null and void.


In Witness Whereof, this PSA has been executed on the dates set forth below by the undersigned authorized representatives of Consultant and the Client to be effective as of the Effective Date.

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