SERVICE CONTRACT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated this 4th day of February, 2025.
CONTRACTOR NAME: Veronique Bennett
(the "Contractor")

COMPANY NAME:
Alexis Frank/The Filing Cabinet
Murrieta, CA 92563

(the "Company")
                    
INDEPENDENT CONTRACTOR AGREEMENT 
MASTERMIND FACILITATOR
                        
THIS AGREEMENT is entered on by and between THE FILING CABINET (“Company"), and VERONIQUE BENNETT ("Contractor").
                        
WHEREAS, Company desires to hire Contractor to perform the below Services in connection with his/her work as an independent contractor;
                        
WHEREAS, Contractor desires to perform the services as outlined below, and confirms he/she is adequately qualified, trained, and competent to perform such services;
                        
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto agree as follows:
                        
1. THE SERVICES.
 Contractor agrees to provide the following services to Company:
                        
A. ABUNDANCE MINDSET SESSIONS                        
  • 1x abundance mindset sessions for the calendar months of February, April, June, August, and October of Calendar year 2025                                           
B. Recorded Sessions
  • Delivery of recorded session to Company for client member area within 2 working days of live session                                                                                              
                        
2. CONTRACTOR REPRESENTATIONS & WARRANTIES
                        
a. Contractor represents and warrants that she has acceptable hardware and internet access to perform the Services as needed, including to Zoom or Google Meets
                    
b. Contractor represents and warrants that:
                        
(1) any materials created specifically for the Company will be original to Contractor or have been cleared for use and will not infringe or violate the copyright, trademark, design, and or any other rights of any third party;
                        
(2) all materials created for the Company will not: violate any law or regulation; be defamatory or libellous; be obscene or contain child pornography; contain material linked to terrorist activities; include incomplete, false or inaccurate information about the Company or any other individual; and will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
                        
(3) the Contractor has the full right to convey the rights assigned herein and that there are no rights or interests outstanding inconsistent with the rights or interests conveyed herein and Contractor has not executed and will not execute any agreement in conflict with this Agreement and the rights and interests conveyed herein do not infringe the rights of others;
                        
(4) the Contractor will comply with all applicable laws and regulations, whether federal, state, municipal, or otherwise, now in effect or as established by authorities with respect to advertising, social media use, and otherwise;
                        
(5) that any liabilities, claims, losses, debts, or other expenses arising from the Contractor’s failure to comply with applicable laws shall be borne by the Contractor at its sole expense, and the Company shall bear no liability for the same;
                        
(6) Contractor owns or will provide all necessary tools, equipment, and materials, and is solely responsible for and will pay all costs and expenses relating thereto;
                        
(7) Contractor does not require any training by the Company in order to perform the Services, other than access to Company’s Instagram and any other social media platforms as needed, files, videos, sales scripts, or other information to be provided by Company;
                        
(8) He/she is responsible for training and supervising any assistants she may require in order to perform the Services;
                        
(9) he/she may determine how and when the Services are performed consistent with the specifications, deadlines and outcomes required by the Company; and
                        
(10) He/she may provide services to other clients, as set in forth herein as long as there is no interference with the Contractor's contractual obligations to the company, any direct competition, or use of Company’s current sales strategies with other clients;    
                        
c. Contractor hereby agrees to indemnify and defend the Company for any claims of infringement of intellectual property rights made by any third party or for any claims as a result of a breach of this covenant.
                        
d. Company will not provide any sort of insurance coverage, including general and professional liability, for Contractor or Contractor’s employees/team. Contractor agrees any such requirements to obtain and/or maintain proof of insurance is solely the responsibility of Contractor, and Company shall have no responsibility to provide same. Contractor further agrees to fully indemnify and hold Company harmless should Contractor fail to maintain the required insurance.
                        


3. PAYMENT.
                        
a. Deposit: No deposit will be paid by the Company to Contractor
                        
b. Ongoing Contractor Fees: For all Services outlined in paragraph one (1), Contractor will receive a payment of $350 per session/month for a total of 5 sessions or $1,750. The contractor will be paid per session before the session takes place. If the company becomes able to pay the remaining balance for the year, the company will pay the remaining balance in one payment. 
                        
c. Expenses. Any expenses incurred by Contractor in connection with work for Company is not reimbursable and is knowingly incurred by the Contractor at their own expense.
                        
4. INTELLECTUAL PROPERTY, ASSIGNMENT OF WORK            
                        
a. Contractor agrees to disclose to Company all designs, discoveries, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information, correspondence and materials made, conceived or developed by Contractor alone or with others which result directly from the Services and/or were specifically created for Company (hereinafter “Work”).
                        
b. Assignment of Contractor Work Product. Contractor confirms and agrees that all Work completed by Contractor in connection with the Services outlined herein will be the sole and exclusive property of Company. Contractor irrevocably assigns and transfers all rights, title and interest in all such work product, including but not limited to worldwide intellectual property and proprietary rights, moral rights, to Company. Contractor hereby waives and agrees never to assert any and all moral rights he/she may have in the work completed in connection with the Services outlined herein, during or after the term of this Agreement. To the extent Contractor owns or may later own any intellectual property rights that may interfere with Company’s ability to exercise its rights over Contractor’s work product herein and the rights assigned to Company under this Agreement, Contractor will grant Company a non-exclusive, irrevocable, transferable perpetual license to make, have made, sell, import, use, copy, make derivative works of, distribute, sublicense, modify, display, and transform any methods, materials, intellectual property, or other works of any kind owned by Contractor to the extent necessary to ensure Company may exercise all rights assigned to it under this Agreement.
                        
c. Additional Assignment. If requested by Company, to the extent necessary, during and after the term of this Agreement, Contractor agrees to cooperate with Company to execute documents and take any further acts reasonably necessary to enable Company to successfully acquire, secure, transfer, perfect, and enforce its intellectual property and other rights in Contractor’s work product. Contractor appoints the applicable officers of Company as its attorney-in-fact to execute any necessary documents on behalf of Contractor for this purpose, and shall complete an additional power of attorney if requested by Company as well.
                        
5. PROPRIETARY INFORMATION; NON-COMPETE
                        
a. For purposes of this Agreement, "Proprietary Information" shall mean any information relating to the business of the Company or any entity in which the Company has a controlling interest and shall include (but shall not be limited to) the Work, information encompassed in all drawings, designs, programs, plans, proposals, marketing and sales plans, financial information, costs, pricing information, customer information, and all methods, concepts or ideas in or reasonably related to the business of the Company. Proprietary Information does not include any part of the information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of Contractor, hereafter disclosed in publicly available sources of information, (iii) is now in the possession of Contractor without any obligation or confidentiality, or (iv) has been or is hereafter lawfully disclosed to Contractor by any third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party.
                    
                                    
                        
b. Contractor agrees to regard and preserve as confidential all proprietary information, whether Contractor has such information in memory or in writing or other physical form. Contractor shall not, without written authority from the Company to do so, directly or indirectly, use for the benefit or purposes, nor disclose to others, either during the term of its engagement hereunder or thereafter, except as required by the conditions of the Contractor’s engagement hereunder, any Proprietary Information.
                        
c. Contractor agrees that, during the term of this Agreement and for a period of one (1) year after termination for any reason, Contractor shall not, in any capacity whatsoever, whether directly or indirectly, on his own behalf, or on behalf of any other person:
                        
(i) reveal Confidential or Proprietary Information or trade secrets of the Company in the furtherance of the interests of any person or firm in competition with the Company, and/or use any confidential information belonging to Company for any reason or purpose, other than to specifically perform the Services herein;
                        
6. EMPLOYMENT STATUS
                        
a. Independent Contractor. Company and Contractor agree that Contractor is to be classified as an Independent Contractor acting as a service provider to Company, and confirms he/she is in no way an employee, worker, partner, or agent of Company. Contractor acknowledges he/she has his/her own business, and Company does not have direction or control over the way in which Contractor is choosing to complete the work requested. Contractor will also be responsible for any and all supplies, expenses, and technology tools required to complete the Services requested under this Agreement. Contractor certifies he/she is sufficiently trained and has the required equipment needed in order to complete the Services requested by Company, and will not hold Company responsible for any additional training, equipment, or expenses required in order to complete the Services. Company is to have no control or right to control how. Contractor is to complete the work assigned, nor what will be done in order to complete the assignment; only the right to control the result of the work completed by Contractor.
                        
b. Benefits. Contractor will not be entitled to any statutory benefits payable to employees by law, or any benefits paid or made available by Company to employees, including but not limited to vacation, holiday, or sick payments, retirement or pension benefits, social security contributions, or any additional plan, distribution or arrangement by Company regarding any stock options, bonuses insurance, profit sharing, or any other benefits payable to an employee. To the extent Contractor otherwise would be eligible by law for any Company employee benefits, Contractor expressly and clearly declines to participate in such benefit and asserts it does not nor will not seek payment, coverage, or reimbursement for any such coverage.
                        
C. Contractor acknowledges and agrees that s/he is an independent contractor and not an employee of the Company and that it is Contractor’s sole obligation to report as income all compensation received from Company pursuant to this Agreement. Contractor further agrees that the Company shall not be obligated to pay withholding taxes, social security, unemployment taxes, disability insurance premiums, or similar items, in connection with any payments made to Contractor pursuant to the terms of this Agreement.
                        
7. STATE AND FEDERAL TAXES
                        
a. No Withholdings. As an independent contractor, Contractor understands and agrees Company is not withholding any state or federal income tax from Contractor’s payment, and will not make any state or federal unemployment contributions on Contractor’s behalf, nor will Company withhold any amount for Social Security and Medicare taxes. Contractor understands and agrees that it will be solely responsible for payment of all such taxes, as well as any payment of salaries, benefits, insurance, workers’ compensation, unemployment, and/or disability insurance, or any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of Services required by any government agency. Contractor shall also be solely responsible to ensure compliance with any applicable labor and employment regulations for self-employment, sole proprietorship, or any other form of business entity Contractor may elect to create. Contractor will report all compensation received from Company as income to all applicable government agencies, and will ensure none of Contractor’s employees or subcontractors hold themselves out as being employees of Company or having any authority to bind Company or claim employment from Company in any way.
                        
b. Indemnification for Tax Liability. Contractor will fully indemnify and hold Company harmless from and against any and all claims, causes of action, damages, liabilities, losses, penalties, fines, expenses, and costs (including fees for any applicable professionals) arising out of or relating to any obligation imposed on Company to pay any unemployment or disability insurance, withholdings taxes, social security, or other similar payments in connection with compensation received by Contractor under this Agreement. Specifically and for clarity purposes, Contractor will indemnify Company for any liability arising from any employment-related claim or any claim based on worker status brought by Contractor or any subcontractor against Company arising out of or in connection with the Services outlined here.                                
8. INJUNCTIVE RELIEF.
                        
Contractor acknowledges that the injury to Company resulting from any violation by it of any of the covenants contained in this Agreement will be of such a character that it cannot be adequately compensated by money damages, and, accordingly, Company may, in addition to pursuing its other remedies, obtain an injunction from any court having jurisdiction of the matter restraining any such violation; and no bond or other security shall be required in connection with such injunction.
                        
9. TERM, TERMINATION
                        
This Agreement shall be effective beginning February 1, 2025 and remain effective until January 31, 2026  provided, however, that either Company or Contractor may terminate this Agreement in whole or in part at any time upon thirty (30) days' written notice to the other party. The Company may terminate this Agreement immediately, however, should Contractor fail to perform any of her obligations hereunder. In the event of termination or upon expiration of this Agreement, Contractor shall return to Company any and all equipment, documents or materials, and all copies made thereof, which Contractor received from Company for the purposes of this Agreement and Company shall pay to Contractor the amounts due and payable as of the last date Contractor works for Company.
                        
Should Contractor choose to terminate this agreement by providing written notice to Company, all payment owed to Contractor will be due immediately. Company may elect whether to allow Contractor to continue for the remaining thirty (30) days following notice of termination, but if desired, Contractor agrees to remain for a full thirty (30) days after notice of termination is provided.
                        
10. INDEMNIFICATION.
                        
Contractor shall indemnify and hold Company harmless from and against all claims arising in favor of any person, firm or corporation on account of injury or damage in any way resulting from the improper or illegal acts of Contractor. The foregoing indemnity shall include all costs incurred by Company, including reasonable attorneys' fees. The Company shall indemnify Contractor from and against all claims arising in favor of any person, firm or corporation on account of injury or damage in any way resulting from the improper or illegal acts of the Company. The foregoing indemnity shall include all costs incurred by Contractor, including reasonable attorneys' fees. Contractor shall provide Company with such assistance, without charge, as Company may request in connection with any defense, including, without limitation, providing Company with such information, documents, records, and reasonable access to Contractor, as Company deems necessary. Contractor shall not settle any third party claim or waive any defense without prior written consent of Company.
                        
11. NOTICES.
                        
All notices shall be in writing and sent via first class mail to the respective email addresses or to such other address as any party may designate by notice delivered hereunder to the other party.
                        
                    
                        
12. MISCELLANEOUS.
                        
a. The terms and conditions of Paragraphs 2, 4, 8, and 10 hereof shall survive the termination of this Agreement or completion of the Services and/or Work as the case may be.
                        
b. Contractor shall not assign this Agreement or delegate his duties hereunder and shall not subcontract any of the Services to be performed hereunder without the prior written consent of the Company. The Company may assign any or all of its rights and duties under the Agreement at any time and from time to time without the consent of the Contractor.
                        
c. Contractor shall perform the Services as an independent contractor and shall not be considered an employee of Company or partner, joint venturer or otherwise related to Company for any purpose.
                        
d. This Agreement shall be governed by the laws of the State of California. The Company and Contractor agree to the exclusive jurisdiction of the courts of the State of California with respect to this Agreement.
                        
e. This Agreement constitutes the entire understanding between the Contractor and the Company respecting the Services described herein. This Agreement may be modified only by a writing signed by both parties.
                        
f. If any part, term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby.
                        
g. The failure of either party to exercise its rights under this Agreement shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
                        
This Agreement may be signed in counterparts. Each counterpart, when so executed and delivered, shall be deemed an original, and all of which shall constitute, collectively, one agreement. The Parties agree that the Agreement may be sent by electronic mail or similar form of communication. The Parties further agree that signatures duplicated by electronic signatures or similar authentication modes shall be treated as originals and each Party proceeding in such a manner undertakes to provide the other Party with a copy of the Agreement bearing its original signature forthwith, upon demand.
                        
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
                        
Business Name: The Filing Cabinet
Signature: __                                                     
Date: 2/4/2025
                        
                    
                
            
        


IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 4th day of February, 2025.

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