_{IOME, LLC}

_{Partner Affiliation Agreement
Effective Date: Date Signed}

_{IOME is a provider of various “self-care” services. IOME affiliates with certain partners to provide coordinated self-care services to IOME clients/members. This Partner Affiliation Agreement (the “Agreement”) is entered into as of the above date by IOME, LLC, a Colorado Limited Liability Company (“IOME”) and the business completing the online form  (the “Partner”). IOME and the Partner (collectively, the “Parties”) hereby agree that Partner will affiliate with IOME to provide IOME clients/members with self-care services pursuant to the terms set forth herein:}

_{1. Services to be Provided. Provider will provide the following self-care services to IOME clients/members (to be described in detail and completed on the google form sent directly to business partner):}

_{2. Term: The term of this Agreement shall be six months, beginning as of the Effective Date specified when signing up for the officially partnership, and ending six months thereafter. Following completion of the initial six-month term, the agreement will continue unless otherwise requested by either party. Upon expiration of any six-month term and absent action by the Parties to either renew the term or terminate this Agreement, this Agreement shall default to a month-to-month term.}

_{3. Partner Fees: In consideration for IOME Affiliate status, the Partner shall pay initial fee of $295 fr the Standard Business Partnership or $425 for the Premium Business Partnership (the “Partner Fee”), due on the 1st day of the signed membership. Or honored the agreed upon discounted rate. After 6 month commitment, partner agreement will automatically renew, partner will have option to rejoin or resign from agreement. Partner renewal fee will apply after 6 month agreement.}

_{4. Partner Benefits: While part of the IOME Affiliate network, the Partner shall receive certain business benefits, including marketing, advertising, and placement as a linked business affiliate on the IOME website and Facebook page; access to IOME client/member in-person events; and access to in-person business events at which the Partner may obtain information and resources regarding business management and entrepreneurial self-care.} 

_{5. Compensation for Services Provided: Partner services and/or products to IOME clients/members shall be provided on an “a la carte” basis, and billed for as follows:}

_{STANDARD SERVICES: For “Standard Services”, the Partner shall bill IOME clients/members directly, and maintain sole responsibility for all subsequent billing or collection efforts. For the purposes of this Agreement, “Standard Services” shall be defined as all services except “All-Inclusive Monthly Services”. This will be detailed and completed in the google form sent after signing up via Kajabi.}

_{ALL-INCLUSIVE MONTHLY SERVICES: IOME All-Inclusive Members pay a higher monthly fee to obtain certain benefits, including the right to receive one monthly service as chosen from a specific services list of made available by IOME. These services shall be referenced herein as “All-Inclusive Monthly Services”. All-Inclusive Monthly Services are paid as part of the Member’s All-Inclusive Membership fee. Therefore, if the Partner provides any All Inclusive Monthly Service to an IOME All-Inclusive Member, Partner shall present billing for any such service directly to IOME rather than to the Member. IOME shall provide payment to the Partner for all such services. The agreed upon rate IOME shall pay to Partner for All-Inclusive Monthly Services is as follows: $_agreed upon and decided via the google form_ Service shall be reimbursed to the provider for a flat rate of $50.}

_{6. Termination: This Agreement may be terminated on the following grounds:}

_{FOR CAUSE: Either Party may terminate this Agreement for cause. Grounds for for-cause termination include, but are not limited to, the following events:}

_{a.      Partner’s delinquency in paying Partner Fees;
b.     Partner’s failure (as determined by IOME) to make appropriate self-care services available to IOME clients/members;
c.      IOME’s failure to timely pay Partner for All-Inclusive Monthly Services rendered to IOME All-Inclusive Members; or
d.     IOME’s failure to provide Partner with access to IOME marketing resources, or in-person IOME business events.}

_{WITHOUT CAUSE: Either of the Parties may terminate this Agreement without cause at any time. However, in the event that the Partner terminates this Agreement without cause, the Partner must provide the full Partner Fee for the month in which termination occurs.} 

_{7. Non-Solicitation:  The Partner understands and agrees that any attempt by the Partner to induce IOME employees, clients/members, or other IOME Partners to leave IOME’s employ, membership, or affiliate network would cause harm to IOME. Therefore, during the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement, the Partner will not in any way directly or indirectly:}

_{a.      Induce or attempt to induce any IOME client/member, any IOME affiliate partner, or any IOME employee to cease business, quit employment, or terminate agreements with IOME;
b.     Otherwise interfere with or disrupt IOME’s relationship with its clients/members, affiliate partners, or employees; 
c.      Discuss employment opportunities, provide information about competitive employment, or induce members to leave agreement with IOME; or
d.     Solicit, entice, or hire away any IOME client/member, affiliate partner, or employee.}

_{8. Relief for Breach; Recovery of Attorney’s Fees and Costs: In the event of Partner’s breach of Partner’s duties as set forth herein, IOME will be entitled to any legal and equitable relief to which it may be entitled, including any and all monetary damages which IOME may incur as a result of the breach, as well as recovery of all attorney’s fees and costs in obtaining relief, where permitted by statute or common law.}

_{9. Insurance: Throughout the term of this Agreement, the Partner shall maintain general (and if required, professional) liability insurance including coverage for bodily injury and property damage at a level would be considered reasonable in the Partner’s industry based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law.}

_{10. Indemnification: The Parties agrees to fully defend, indemnify, and hold each other (or their agents, successors, or assigns) harmless, including payment of all costs of defense, any judgment, fines or penalties, and any attorney’s fees or other costs imposed by a court, agency, or under a settlement agreement, against liability of any kind arising out of their breach of this Agreement.}

_{11. Waiver: The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any subsequent breach of the same or other provisions.}

_{12. Ownership of Materials and Intellectual Property: All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of IOME. The use of the Intellectual Property by IOME will not be restricted in any manner. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of IOME. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.}

_{13. Return of Property: Upon expiration or termination of this Agreement, the Partner shall return to IOME any property, documentation, records, or confidential information which is the property of IOME.}

_{14. Alternative Dispute Resolution: Should a dispute or claim relative to this Agreement arise between the Parties which is not resolved through the Parties’ informal negotiation, the Parties must undergo mediation as a prerequisite to initiation of formal litigation or arbitration. Either party may initiate mediation by notifying the other party, and both Parties must attend at least one (1) mediation session and attempt to resolve such dispute in good faith. The mediation shall be before any private dispute resolution/mediation group within a 60-mile radius of Pierce, Colorado, and shall be chosen by the parties’ mutual agreement. The mediation shall occur within twenty (20) days either Party’s request for mediation.}

_{15. Partner as Independent Contractor: In providing services under this Agreement, Partner hereby expressly confirms and acknowledges that the Partner is acting as an independent contractor and not as an employee of IOME, LLC. The Partner and IOME confirm and acknowledge that this Agreement does not create a partnership or joint venture between the Parties, and is exclusively a contract for service.}

_{16. Notices: All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:}

_{IOME, LLC                          
47253 County Rd 29
Nunn, CO 80648}

_{17. Governing Law: This Agreement and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Colorado. The Parties agree that the courts of the State of Colorado will have exclusive jurisdiction in any dispute arising out of this Agreement.}

_{18. Assignment: The Partner will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without IOME’s prior written consent.}

_{19. Severability: In the event that any provision of this Agreement is held invalid or unenforceable in whole or in part, all other provisions shall remain valid and enforceable.}

_{20. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.}

_{21. Counterparts: This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic, digitally reproduced, and facsimile signatures will be effective as originals.}

_{IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.}