Agreement for Consulting Services

    ​Agreement for Consulting Services
                      This agreement (“AGREEMENT”) is made on February 24, 2020 by and between LeBlanc Consulting Group (Consultant) and Adam Foster of A-Grade Solutions. (Client), with a principal place of business in Richmond, California.  LeBlanc Consulting Group has a background in consulting and is willing to provide services to the Client based on this background. Therefore, in consideration of the mutual promises set forth below, LeBlanc Consulting Group and LeBlanc Consulting, Inc. agree as follows:

    Article 1.
    Term of contract
    1.01.1.    Term of the Agreement. 
    This contract will become effective once this agreement has been signed and a deposit received by LeBlanc Consulting Group. The agreement will be in effect until April 24, 2020.
     
    Article 2. 
    LeBlanc Consulting CONSULTANT RESPONSIBILITIES
    ​2.01.      Description of Services.  Consultant agrees to provide the following services to Client under this agreement:

    ·             Prepare a Supported Living Services (SLS) Program Design to meet the criteria of Regional Center of the East Bay
    ·             Modify the Regional Center of East Bay SLS Program Design to submit to East Bay Regional Center and
    ·     Provide technical assistance with regard to SLS Services
    ·       Other duties as described in an addendum to this agreement
     
     Method of Performing Services.  Consultant has complete and sole discretion for the manner in which the work under the Agreement will be performed.

    Article 3.  Client’s Responsibilities
    3.01.         Cooperation of Client.  Client agrees to comply with all reasonable requests of Consultant and provide agreed upon information necessary to the performance of Consultant’s duties under the Agreement (including but not limited to: consumer information, budget information, etc.).

    Article 4. Compensation
    4.01.         Compensation.  Client will pay $5,000.00 for the RCEB SLS Program Design. Client will pay $100.00 per hour to modify the RCEB SLS Program Design to meet North Bay Regional Center’s SLS criteria.
     
    Payment Schedule:
    Deposit due upon commencement of contracted services Balance due when a final draft is completed The remainder $100 per hour will be paid immediately as needed for revisions.
     
    4.02.         Costs and Disbursements.  Client is responsible for payment of any expenses in connection with this matter.  Such expenses are likely to include, but are not limited to facsimile charges, mileage ($.50 per mile) and travel ($50 per hour over 25 miles).  Client by signing the Agreement authorizes Consultant to incur all reasonable costs related to the work.  Client will also be responsible for expenses properly and reasonably incurred by Consultant on Client’s behalf, including reimbursement of all disbursements advanced by Consultant.
     
    4.03.         Method of Payment. 

    Payments should be made by check to:
     
    LeBlanc Consulting, Inc.
    2415 San Pablo Dam Rd. #106-152
    San Pablo, CA. 94806
     
    Article 5.  Obligations of Consultant
    5.01.     Non-Exclusive Relationship.  Consultant may represent, perform services for, and contract with as many additional clients, persons or companies as Consultant in her sole discretion, sees fit.
     
    5.02.                 Sub- Contract.  Any duties or obligations under the Agreement may be freely sub-
    contracted or assigned by Consultant without any prior consent of Client. Consultant will be responsible for work completed by subcontractors.
     
    5.03.                 Best Efforts.  Consultant will use their best efforts and skills in providing services
    reasonably required to provide services under the Agreement.
     
    Article 6. Obligations of the Client
    6.01.         Indemnification.  Client will indemnify and hold Consultant free and harmless from any
    and all liability, obligations, costs, claims, judgments, attorneys’ fees, attachments and other legal
    expense arising from, growing out of, or in any way connected with any act or omission of Client or
    Client’s assistants, employees or agents, and any disputes between Client and the agencies to
    whom the work is being submitted.
     
    6.02.         Limited Liability. Consultant will not be liable to Client, or to anyone who may claim any right due to a relationship with Client, for any acts or omissions in the performance of services under the terms of this Agreement or on the part of the employees or agents of Consultant. 
     
    6.03.     Assignment. 
    Client will assign neither the Agreement nor any duties or obligations under this Agreement without the prior written consent of Consultant.

    Article 7.  Termination of Agreement
    7.01.         Completion of Services.  The Agreement will terminate when Consultant has provided all services under the Agreement.
     
     
    7.02.         Notice.  Notwithstanding any other provision of the Agreement either party may terminate the Agreement any time by giving a five-day’s written notice to the other party.
     
    7.03.         Termination for Default of Client. Should Client default in the performance of this Agreement or materially breach any of its provisions, including but not limited to non-payment, and/or not providing timely information, Consultant, at Consultant’s option, may terminate this agreement by giving written notice to Client. 
     
    7.04.         Death or Disability.  This agreement will terminate automatically on the death of either Consultant or Client.
     
    7.05.         Termination on Bankruptcy.            This Agreement will terminate automatically on the bankruptcy or insolvency of Client. Upon termination all moneys due Consultant from Client shall immediately become due and payable for the work performed by Consultant and for which Consultant has not been paid.
     
    7.06.         Payment of Moneys due Deceased Contractor.  In the event of death of Consultant, any moneys due Consultant from Client under the Agreement as of the date of death will be paid to the Consultant’s executors, administrators, heirs, personal representative, successors and assigns.

    Article 8.  General Provisions
    ​8.01.         Entire Agreement of the Parties.  This agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Consultant for Client and contains all of the representations, covenants and agreements between the parties with respect to the rendering of those services.  Each party to the Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise have been made by any party, or anyone acting on behalf of any party, which are not contained in the Agreement, and that no other agreement, statement or promise not contained in the Agreement will be valid or binding.  Any modification of the Agreement will be effective only if it is in writing signed by both parties.
     
    8.02          Partial Invalidity.  If any provision of the Agreement is held by a count of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
     
    8.03.         Alternative Dispute Resolution.     Any controversy between the parties regarding the construction, application or performance of any services under this Agreement, and any claim arising out of or relating to this Agreement or its breach, shall be submitted to binding arbitration upon the written request of one party after the service of that request on the other party.  The parties shall appoint one person to hear and determine the dispute.  If the parties cannot agree, then the Superior Court of Contra Costa County shall choose an impartial arbitrator whose decision shall be final and conclusive on all parties.  Consultant and Client shall each have the right of discovery in connection with any arbitration proceeding in accordance with Code of Civil Procedure Section 1283.05.  The sole and exclusive venue for the arbitration and or any legal dispute shall be the County of Alameda, California.
     
    8.04.         Attorney’s Fees.  If in any legal action, including an action for declaratory relief, that is brought to enforce or interpret the provisions of the Agreement the prevailing party will be entitled to reasonable attorney fees which may be set by court in the same action or in a separate action brought for that purpose, in addition to any other relief to which the prevailing party may be entitled.
     
    8.05.         Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of California

    MUTUAL NON-DISCLOSURE AGREEMENT 
     

    This Mutual Non-Disclosure Agreement (the “Agreement”) is made and effective on the date this is entered into our computer system,
     
     
    BETWEEN:                             [LeBLanc Consulting] (the "Disclosing Party"), a corporation organized and existing under the laws of the [State of California] of [United States of America], with its head office located at:
     
                                                          2415 San Pablo Dam Rd.#106-152
                                                         San Pablo, CA. 94806
     
     
    AND:                                          [CLIENTS NAME WHICH IS ENTERED INTO THIS COMPUTER SYSTEM ] (the "Receiving Party"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
     
                                                          CLIENTS ADDRESS AS ENTERED INTO OUR COMPUTER SYSTEM
     
    WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the “Transaction”), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates.
     
    WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the “Disclosing Party”) to the other party (the “Receiving Party”) and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as “Evaluation Material”.
     
    NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows:
     
     
    1.           NON-DISCLOSURE OF EVALUATION MATERIAL
     
    The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a “Representative”, and collectively, the “Representatives”) of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. 
     
    The term “Evaluation Material” does not include information which:
     
    a.           Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives;
     
    b.           Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement;
     
     
    Was within the Receiving Party and/or any of its Representatives’ possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or
     
    d.           Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information.
     
     
    2.           DISCLOSURE UNDER COURT ORDER OR SUBPOENA
     
    In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed.
     
     
    3.           CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT
     
    Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction.
     
     
    4.           OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL
     
    Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [30] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction.
     
     
    5.           DISCLAIMER
     
    The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives are making any representation or warranty as to the accuracy or completeness of any of the information furnished hereunder to the Receiving Party or any of its Representatives and each of the Receiving Party and the Disclosing Party further acknowledges and agrees that no party has any obligation to the other party or any of its Representatives to authorize or pursue with the other party the Transaction. Each of the Receiving Party and the Disclosing Party may at any time terminate any discussions or negotiations regarding the Transaction that may be taking place, and only those terms and conditions of the Transaction, if any, which are made in a final definitive agreement, when, as and if executed, will have any legal effect.


    6.           INJUNCTIVE RELIEF
     
    Both parties agree that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Receiving Party or any of its Representatives, and that, in addition to all other remedies at law or in equity to which the Disclosing Party may be entitled, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
     
     
    7.           NON-PARTICIPATION IN SECURITIES OF INVOLVED COMPANIES
     
    Both parties acknowledge that they are aware, and will advise each of their respective Representatives who is informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit persons who are in possession of material, non-public information concerning a company, which may include the matters which are the subject of this Agreement, from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities, and each party agrees to comply fully with such laws.
     
     
    8.           PROTECTION WITHIN ATTORNEY-CLIENT PRIVILEGE
     
    To the extent that any Evaluation Material may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party hereto understands and agrees that both parties hereto and their respective Representatives have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of both parties hereto that the sharing of such Evaluation Material is not intended to, and shall not, waive or diminish in any way the confidentiality of such Evaluation Material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by either party hereto that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under those privileges, this Agreement, and under the joint defense doctrine.
     
     
    9.           NON-RESTRICTION OF INDEPENDENT WORK
     
    The terms of this Agreement shall not be construed to limit either the Disclosing Party’s or the Receiving Party’s, or any of their Representatives’ right to independently develop or acquire products without use of the other party's Evaluation Material. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Disclosing Party’s Evaluation Material, provided that the Receiving Party shall not disclose the Evaluation Material except as expressly permitted pursuant to the terms of this Agreement. The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to the Evaluation Material, including ideas, concepts, know-how or techniques contained therein. Neither the Receiving Party nor any of its Representatives shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party’s copyrights or patents.
     
    10.      NO LICENSE GRANTED


     Both parties recognize and agree that, on and after the date hereof, neither party will have the right to use the other party's service marks, trademarks, trade names, licenses, procedures, processes, labels, trade secrets or customer lists without explicit written consent.
     
     
    11.      NON-ASSIGNMENT OF RIGHTS
     
    Neither party hereto shall assign in whole or in part its rights or obligations under this Agreement without the express written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of each of the party’s successors and permitted assigns.
     
     
    12.      SEVERABILITY
     
    If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
     
     
    13.      PRIOR UNDERSTANDINGS
     
    This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.
     
     
    14.      COPIES
     
    For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, and all such counterparts taken together shall constitute one and the same agreement.
     
     
    15.      TERM
     
    The term of this Agreement shall be [5] years from the date hereof.
     
     
    16.      GOVERNING LAW
    17.      The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the [California] of [United States of America] applicable to agreements made and to be fully performed therein (excluding the conflicts of laws rules).
     
     
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.