CONSULTING SERVICES AGREEMENT

Transcription

1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT dated as of June 25, 2015, between GREAT WORK EDUCATION HOLDINGS, a Colorado corporation (the Corporation ) and AMY MALIK, an individual ( AMY MALIK ); W-I-T-N-E-S-S-E-T-H: WHEREAS, Corporation desires to retain AMY MALIK as a consultant for a period of time, and AMY MALIK wishes to provide such services as an independent contractor to Corporation; NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the parties hereto agree as follows: 1. Consulting Services. The Corporation hereby agrees to retain, and AMY MALIK agrees to perform advisory and consulting services on a non-exclusive basis as an independent contractor upon the following terms and conditions: (a) Term. Subject to the limitations on duties as provided for herein, the term for which consulting services will be provided shall begin on begin on June 25, 2015, and continue until June 30, 2016 (hereinafter called the Consulting Period ). (b) Duties. AMY MALIK shall provide such advice, consultation, services and expertise as may be reasonably requested by and helpful to the Corporation in certain start-up projects of the Corporation, and specifically such services, skills, guidance, and advice regarding the creation of a Montessori Learning Community, parental education and community engagement, as more clearly defined and agreed upon in Appendix A Scope of Work. As an independent contractor, AMY MALIK will have sole responsibility to determine the manner in which her services are performed. AMY MALIK will inform the Corporation upon its request of the progress and results of her services hereunder. (c) Independent Contractor. AMY MALIK acknowledges and agrees she is an independent contractor and not an employee of Corporation for any purpose whatsoever. [Accordingly, AMY MALIK will have no right or authority to act in the Corporation s name, and will not attempt to enter into any contract, commitment or agreement, or incur any debt or liability on the Corporation s behalf.] It will be AMY MALIK s responsibility to comply with all applicable self-employment and income tax laws. AMY MALIK hereby indemnifies, saves and holds Corporation harmless from any claim for any payment, benefit, insurance coverage, medical claim, retirement, social security or any other claim that could relate to her services during the Consulting Period

2 2. Compensation. (a) Corporation shall pay to AMY MALIK and AMY MALIK shall accept from Corporation for her services during the Consulting Period, compensation in the amount $6,250 per month worked on behalf of the Corporation, billed monthly. AMY MALIK will maintain her own time record of hours worked and scope of work for the Corporation each month and shall make such records available to the Corporation upon its request. (b) AMY MALIK shall receive full reimbursement for travel and all other reasonable out-of-pocket receipted expenses incurred on behalf of the Corporation. 3. Ownership of Intellectual Property. It is expressly agreed that all documents, records, reports, publications, designs, film, photography and other materials arising out of or resulting from work performed or developed by AMY MALIK for Great Work Education Holdings (collectively the Deliverables ), and the intellectual property rights embodied therein, including without limitation copyrights, patent rights, trademarks or trade secrets, shall be owned by the Corporation. For the avoidance of doubt, (i) the Corporation as owner shall have the ability to determine the use, revenues from, and licensing of, such property, (ii) all print and electronic rights in the Deliverables shall be owned by the Corporation, (iii) at the Corporation s discretion, the Deliverables may be posted the Corporation s internal (intranet) and external web-site at some future date, and (iv) any website or Webpage developed by AMY MALIK pursuant to this Agreement shall be a Deliverable owned by the Corporation. 4. Confidentiality Agreement. The parties acknowledge and ratify the Confidentiality Agreement between the parties of approximate even date herewith, and agree that the terms thereof are incorporated herein by reference and are a part of this Agreement, and may be enforced by Corporation there under or hereunder. 5. Termination. Corporation may terminate this Agreement at any time during the Consulting Period upon notice to AMY MALIK for (i) poor performance, (ii) misrepresentation, (iii) material dishonesty or material misconduct which would be deemed by Corporation to have an adverse effect on Corporation or its directors and officers; or (iv) a material breach of this Agreement. In addition, and without limitation to the preceding sentence, either the Corporation or AMY MALIK may terminate this Agreement at any time for any reason upon [15] days notice to the other party. 6. Attorneys Fees. In the event that any party to this Agreement shall employ legal counsel to protect its rights under this Agreement or to enforce any term or provision of this Agreement, then the party prevailing in any such legal action shall have the right to recover from the other party all of its reasonable attorney s fees, costs and expenses incurred in connection with such claim. 7. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns and personal and legal representatives.

3 8. Miscellaneous. (a) Expenses. Each of the parties hereto shall pay the fees and expenses of its respective counsel, accountants and other experts and shall pay all other expenses incurred by it in connection with the negotiation, preparation, execution and consummation of this Agreement. (b) Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof. (c) Amendment or Modification. This Agreement may not be amended, modified or supplemented by the parties hereto in any manner, except by an instrument in writing signed on behalf of each of the parties hereto by their duly authorized officers or representatives. (d) Waiver. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach or non-compliance of this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. (e) Non-Assignability. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, provided that the Corporation may assign this Agreement (i) to its parent or one of the parent s direct or indirect wholly-owned subsidiaries or (ii) in connection with any sale by the Corporation to any person of all of the issued and outstanding shares of the Corporation or any sale by the Corporation to any person of substantially all of its properties or assets. (f) Governing Law. This Agreement shall be governed by, and be construed in accordance with, the laws of the State of Colorado. (g) Notices. Any notice, demand, or communication required, permitted, or desired to be given herein shall be in writing and shall be deemed effectively given on the earlier of the day personally delivered, three (3) business days next following the day when deposited in the United States Mail, mailed by prepaid certified mail, return receipt requested, or the next business day following deposit with an overnight courier or transmission by facsimile, addressed as follows: To AMY MALIK: AMY MALIK Braun Dr. Golden, CO To Corporation: James M. Walton, Executive Director Great Work Education Holdings, Inc. 44 Cook Street, Suite 225 Denver, CO 80206

4 or to such other address, and to the attention of such other person or officer as any party may designate, with copies thereof to the respective counsel thereof as notified by such party. Rejection or other refusal to accept or the inability to deliver because of a changed address of which the other has no knowledge shall be deemed to be receipt of the notice sent. (h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. 9. Readjustment of Contract on Invalidity. If any provision of this Agreement is declared invalid by any tribunal, then such provision shall be deemed automatically adjusted to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. 10. Captions. The captions appearing under the paragraph number designation of this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement. Whenever the context so requires, the masculine shall include the feminine and neuter and the singular shall include the plural, and conversely. If any portion or portions of the above Agreement shall be held invalid or inoperative, then all of the remaining portions shall remain in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion or portions held to be invalid or inoperative. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CORPORATION: GREAT WORK EDUCATION HOLDINGS, INC. By: James M. Walton, Executive Director AMY MALIK: By: AMY MALIK

5 Scope of Work: Montessori Learning Community Lead Appendix A Consulting Fee: $6,250/month - $75,000/year Contract Period: June 25, 2015 June 30, 2016 The following paragraph describes the duties AMY MALIK will be responsible for throughout the contract period: Amy Malik will assist Great Work Education Holdings in developing a public charity 501c3 organization that will operate a Montessori Learning Community. Over the year Amy will develop a strong board that honors pedagogical fidelity and operational excellence. The Montessori Learning Community will aim to support families from conception through 18 years of meaningful engagement. Amy will bring her depth of experience in both the private and public school sectors to orient all practice towards human development and learning and remove as many constraints to the developmental spectrum as possible. Deliverables: 1. By July 15th: Develop two 501c3 organizations a. Establish by-laws, articles of incorporation b. Distinguish the needed structure between ECE and K-12 education institutions. 2. By August 15: Develop a memorandum of understanding with Great Work Inc. documenting partnership and relationship elements between the two organizations. 3. By August 1: Investigate charter school option a. Alternative assessment models documented and considered. b. Make connections within Jefferson County District 4. Prepare charter application for September 2015 a. Develop sustainability model, budget and operational plan b. Employ National Center for Montessori in the Public Sector to help with Application assistance. c. Document waivers necessary to implement the best possible Montessori Scientific Pedagogy in the public sector 5. By July 1, 2016: Document and participate in the Leadership Fellowship project at Great Work a. Help document and facilitate the pilot project. 6. By January 15, 2016 Advertise, open and operate a small Montessori Learning Community.

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