1-516-441-2279 USA

XTASY ENTERTAINMENT
+63-930-723-5773 PHILIPPINES
ALKMAAR NETHERLANDS
1-939-320-5350 PUERTO RICO
LONG ISLAND NEW YORK
+44-7418-605271 UNITED KINGDOM
PUERTO RICO
Marketing Services Agreement

This Marketing Services Agreement (“Agreement”) is entered into on________________

(the “Effective Date”) by and between __________________________ (the “Client”)
located at _____________________________________________ and
___________________________ (the “Provider”) located at
_____________________________________, individually referred to as “Party”, and
collectively the “Parties”.

Whereas the Client is in need of marketing services; and

Whereas the Provider has the ability to provide requested services, and
With full consideration of, the mutual promises, covenants, and conditions contained herein,
the Parties agree as follows:
1. Services: The Client agrees to hire the Provider to perform the following marketing services
(the “Services”) on their behalf:
( ) Radio Promotion ( ) Television Promotion ( ) Newsprint Promotion
( ) Website Promotion ( ) Social Media Promotions
Using the Following Social Media Platforms ___________________________________
_________________________________________________________________
( ) Other __________________________________________________________
_________________________________________________________________
2. Fees: The Client agrees to pay the Provider the following fee for the Provider’s performance
of the Services. Payment shall be made in accordance with the schedule set forth below.
Total Cost of the Services: ____________________
Amount Due Upon Execution of Agreement: ____________________
Amount Due Upon Completion of Services: ____________________
* see Exhibit A for breakdown of costs
3. Agreement Pertaining to Expenses and Payment
3.1. Expenses: The Client acknowledges Provider may incur expenses that are not included in
the fee for the Services. Client and Provider agree Provider is responsible for keeping an
accurate record of expenses incurred as part of performance of the Services.
The Provider shall submit an invoice to the Client for these expenses, along with receipts, every
__________ days or upon completion of the Service in which the expense was incurrred.
3.2. Prior Expense Approval:
_______ Any single expense over $_____ shall require the Client approval in writing prior to
payment of the expense. Provider agrees to not bind the Client to any expense in excess of this
amount without approval.
_______ All expenses shall require the Client approval in writing prior to payment of the
expense.
3.3. Payment:
Invoiced amounts must be paid within ______ days of receipt of the invoice. Payments shall be
made by electronic payment/check/money order. A late fee of ___________ may be assessed
if payments are delayed for more than _____ days. Payments shall be issued as follows:
________________________________
________________________________
________________________________
________________________________
________________________________
4. Term and Termination of Agreement
4.1. The term of this Agreement is __________________, commencing upon the Effective
Date as previously stated.
4.2. This Agreement may be terminated at any time by either Party upon written notice to the
other Party. In the event of early termination, Client agrees they are responsible for full payment
of all completed Services through the date of termination. The exception to this would be in the
event provider has breached agreement and has failed to correct breach after sufficient notice of
______ days.
5. Confidentiality and Intellectual Property
In the normal course of completing this agreement, the Client acknowledges there may be a
need to share proprietary informatin with the Provider in order for them to fulfill the terms of
the Service they will be providing. Such information may include trade secrets, industry
knowledge, or other intellectual property which is in the sole control of the Client. The Provider
agrees they will not use any of this information for their personal benefit at any time.
The Provider further acknowledges this section will remain in full force and effect regardless of
the termination of the Agreement or the fulfillment of the Service they are providing.

6. Relationship Between Client and Provider

6.1. No Exclusivity: Both parties acknowledge this Agreement does not constitute an exclusive
arrangement. Provider is free to enter into similar agreements with other parties and Client is
also free to enter into agreements with other parties for the same Service.
6.2. Independent Contractor: Both Parties acknowledge the Provider is providing specific
Services under the terms of this Agreement. At all times, the Provider will be treated as an
independent contract or and not as an employee. The parties also acknowledge there is no joint
venture, fiduciary relationship, or partnership between Client and Provider. The Provider shall
be solely responsible for all taxes on earnings received under this Agreement.
7. Ownership Rights: All proprietary information which Client shares with Provider during the
terms of this Agreement shall remain their own. The Provider has no rights of use except for the
uses necessary to providing the agreed upon Services. Client will also have the sole right to all
final marketing materials developed by Provider upon successful completion of the Services and
once the Provider has received payment for such services.
The Client acknowledges that in the course of providing Service the Provider may use a common
structure found in other marketing campaigns. The Provider will continue to own any and all
template designs which may have been created prior to the Agreement between Client and
Provider being fully executed. Any template designs which are created during the course of
providing the Service for the Client will be the sole property of the Provider following the
fulfillment of this Agreement.
8. Liability Limits: Neither Party to this Agreement will be liable to the other party, or to any
third party for damages resulting from this Agreement. This includes, but is not limited to
revenue loss, anticipated profit, lost business, costs of delays, failure of delivery, which are not
related to nor are the direct result of one Party’s negligent conduct or breach of this Agreement.
9. Waiver of Provisions: This Agreement may not be altered in any manner including waiving
any provision without the written acknowledgement of such waiver by each Party. Should any
right or obligation contained in any provision be waived, such waiver will be to the extent it is in
writing and signed by the Parties.
10. Agreement Assignment: Neither Party may assign its rights and/or obligations under this
Agreement.
11. Dispute Resolution.
11.1. Choice of Venue: The Parties acknowledge this Agreement shall be governed by the State
and/or Country in which the duties of this service Agreement are expected to take place. In the
event that the duties of this Agreement are to take place in multiple States and/or Countries,
this Agreement shall be governed by the laws of _________.
11.2. Negotiation to Resolve Disputes: In the event a dispute occurs, the Parties agree to work
towards a resolution through good faith negotiation.
11.3. Mediation or Arbitration: If the dispute cannot be resolved through good faith negotiations,
either Party maintain the right to initiate mediation or binding arbitration in a forum mutually
agreed to by the Parties.
11.4. Attorney’s Fees: In the event a dispute ends with Arbitration and/or Mediation, the
prevailing Party will be entitled to reimbursement of all legal fees, including, but not limited to,
attorneys’ fees.
12. Entire Agreement: The Parties acknowledge and agree that this Agreement represents the
entire agreement between the Parties. In the event either Party has a desire to change, add, or
otherwise modify any terms, they shall do so in writing. Such writing must be signed by both
Parties to be valid.
13. Severability of Provisions: In the event any provision of this Agreement is deemed invalid or
unenforceable, in whole or in part, that part shall be severed from the remainder of the
Agreement and all other provisions shall continue in full force and effect as valid and
enforceable.
14. Notices: All notices under this Agreement will be acceptable provided they are sent by e-
email with return receipt requested or certified or registered mail with return receipt requested.
All Notices shall be sent as follows:
Client
Name:______________________________
Street Address:______________________________
City/State/Zip:______________________________
Email: ______________________________

Provider
Adriel Josh Zapanta
Name: ______________________________
004 M.L. Quezon Street Brgy. San Andres
Street Address: ______________________________
Cainta, Rizal 1900
City/State/Zip: ______________________________
Email: ______________________________
[email protected]

[Remainder of this page intentionally left blank. Signature page follows.]

The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:

Client
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________

Provider
Signed: _____________________________________
Name: Adriel Josh Zapanta
_____________________________________
Date: _____________________________________
06/14/2024
EXHIBIT A