Clarity FI, LLC

Services Agreement including
Confidentiality & Non-Compete Agreement
June 21, 2021

This services agreement is entered into by and between Clarity FI, LLC including its brands Entrepreneur’s Network, EntrepreneursNet.Net, and eprenz (hereinafter individually and collectively referred to as “Clarity FI”) and Punita Parekh (hereinafter referred to as the “Club Moderator”) that:

CLARITY FI is a financial, business consulting and business services company which markets and delivers services to businesses, organizations, entrepreneurs and aspiring entrepreneurs for the purpose of helping them solve business problems, gain insights into their business operations and succeed in starting and growing their business(es).

The Club Moderator is an individual over the age of twenty-one (21) who agrees to work as a Club Moderator for the “Indian Entrepreneur’s Club” for the purposes of assisting CLARITY FI in promoting and managing the club.

1) COMPENSATION. CLARITY FI agrees to pay the Club Moderator according to the attached “offer summary” for services performed.

2) DESCRIPTION OF SERVICES. Beginning on or about 5thJuly 2020, Club Moderator will provide some or all of the following services (collectively, the “Services”): Indian Entrepreneur’s Club Leadership or bringing prospects for Connect Programs. All services provided by Club Moderator are required to meet professional standards of quality and workmanship commensurate with the position to which Club Moderator is assigned. Club Moderator is required to immediately notify Clarity FI if she or he is not qualified or capable of providing any requested services.

  • Club moderator is responsible to moderate/curate content, allow content, which is related to the club, make guidelines related to content promotions.
  • Club Moderator is responsible for organizing events for club members, it can be bi-weekly, monthly events for better engagement.
  • Club Moderator can have one to one with members to take part in club discussion and activities.
  • Club Moderator must work or maintain liaison between club members and eprenz team to answer or address questions or concerns.
  • Club Moderator is responsible to create various marketing opportunities for the club and work towards betterment for the club.
  • Club Moderator is responsible to welcome every member and make a shout out for the new joiners of the clubs.
  • Club Moderator is responsible for defining, supporting, developing, implementing, and maintaining club rules and regulations.

3) REPRESENTATIONS AND WARRANTEES. Club Moderator makes the following representations and warranties to Clarity FI:

  • Club Moderator will perform all Services in compliance with all applicable laws, rules and regulations, ordinances and codes of local, state and federal authorities, including but not limited to immigration, tax and other laws applicable to Club Moderator’s employment practices;

  • Club Moderator is qualified and able to perform the Services and comply with all obligations of this Agreement;

  • Club Moderator does not have a history of conviction of a felony crime or any crime involving dishonesty or theft;

  • Club Moderator will permit Clarity FI to conduct a comprehensive background and reference check, which may include criminal background checks, employment reference checks, education, certification, and/or professional license verification;

  • to the knowledge of Club Moderator, Club Moderator is not restricted by a prior contract or agreement from providing services to Clarity FI or its Clients; and

  • to the knowledge of Club Moderator, Club Moderator is not restricted by contract or agreement from performing any duties or responsibilities for Clarity FI or its Clients. Club Moderator further represents and warrants to Clarity FI that Club Moderator’s representations in this paragraph are accurate as of the date of this Agreement.

4) INTELLECTUAL PROPERTY. The following provisions shall apply with respect to Intellectual Property, including but not limited to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):

The Club Moderator agrees that any and all discoveries and/or inventions (which shall include improvements and modifications) relating to work performed, or relating to matters disclosed to him/her in connection with work to be performed, or suggested by such matters, whether or not patentable, which discoveries and/or inventions are made or conceived by her/him, solely or jointly with others, during the term of any project or during which they are in the service of Clarity FI shall be the property of the Clarity FI, and such discoveries and/or inventions shall be promptly disclosed to Clarity FI. To the extent that any pre-existing rights by the Club Moderator are embodied or reflected in the deliverables to Clarity FI developed by the Club Moderator, the Club Moderator hereby grants to Clarity FI the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to:
(1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such pre-existing rights and any derivative works thereof; and
(2) authorize others to do any or all of the foregoing. The Club Moderator shall at the request of Clarity FI execute all documents as are required to vest such ownership in Clarity FI.

5) CONFIDENTIALITY. Clarity FI recognizes that Club Moderator has and will have access to confidential information, defined as anything not in the public domain, including but not limited to: business strategies, inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, process information, trade secrets, technical information, customer lists, copyrights, clients, and other proprietary information (collectively, “Confidential Information”) which are valuable, special and unique assets of Clarity FI or Client(s) and need to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Club Moderator agrees that Club Moderator will not at any time or in any manner, either directly or indirectly, use any Confidential Information for Club Moderator’s own benefit, or divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior written consent of Clarity FI. Club Moderator will protect the Confidential Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement and Cause for Termination.

6) UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Club Moderator has disclosed or has attempted to disclose Confidential Information in violation of this Agreement, Clarity FI shall be entitled to immediately terminate Club Moderator and an injunction to restrain Club Moderator from disclosing, in whole or in part, such Confidential Information, or from providing any services to any party to whom such Confidential Information has been disclosed or may be disclosed. Clarity FI shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

7) CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

8) NON-COMPETE AGREEMENT. Club Moderator shall not use any information obtained directly or indirectly from Clarity FI to compete directly with Clarity FI for any work during the term of this Agreement, unless Club Moderator has obtained Clarity FI’s prior written consent.

Club Moderator agrees and covenants that for a period of 12 months following the termination of this Agreement, Club Moderator will not directly or indirectly solicit or accept a contract, consulting project or an offer of employment (on a full-time, part-time, or temporary basis), to provide services to Client(s). Club Moderator shall immediately notify Clarity FI, if Client(s) or another entity solicits Club Moderator with a consulting project, contract engagement or an offer of employment.

9) RETURN OF RECORDS. Upon termination of this Agreement, Club Moderator shall deliver all records, notes, data, memoranda, models, copies of same and equipment of any nature that are in Club Moderator’s possession or under Club Moderator’s control and that are Clarity FI or Client’s property or relate to Clarity FI or Client’s business.

10) NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, with delivery confirmation, addressed as follows:

IF for Clarity FI:

David Wagstaff
Clarity FI, LLC.
631 N. Rock Lake Dr
Vestaburg, MI 48891

IF for Club Moderator:

Punita Parekh
[email protected]
Club Moderator to provide legal address during onboarding process

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

11) AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

12) SEVERABILITY. If any provision of this Agreement shall be found in arbitration or a Court of law to be contrary to law or public policy and therefore unenforceable, the parties hereby waive such provision or part thereof, but only to the extent that such provision or part is found in arbitration or by such Court to be unenforceable. The parties agree that such provision shall be modified, consistent with the intent of this Agreement, by the arbitrator or such Court so that as modified it becomes enforceable, and, as modified, will be enforced as any other provision of this Agreement. The lack of enforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement.

13) WAIVER. The failure by either party at any time to require performance or compliance by the other with any provision of this Agreement shall in no way effect either party’s right to require such performance or compliance at any time. The waiver by either party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of any succeeding breach of such provision or as a waiver itself. All waivers shall be in writing and signed by both parties.

14) DISPUTE RESOLUTION. In the event of a dispute arises between the parties which they are unable to resolve within 60 days, concerning the breach, termination, negotiation, or validity of this Agreement and/ or the rights or obligations of the, such dispute shall be settled by arbitration in the State of New Jersey. The parties may mutually agree to an arbitrator. If the parties are unable to agree then AAA (American Arbitration Association) shall be the arbitrator and both parties will follow all rules and regulations provided by AAA unless otherwise mutually agreed. The decision of the arbitrator shall be final and binding upon the parties.

15) TERM/TERMINATION. Club Moderator services are “at will” and provided on an as needed basis without any commitment of minimum use by Clarity FI. This Agreement may be terminated at any time by either party. Nothing in this Agreement, or otherwise, confers on Contractor any right to continue to provide services to Clarity FI or restrict Clarity FI’s ability to terminate this Agreement at any time. If this Agreement is terminated, Section 4,5,6,7 survive this Agreement.

Payment on Termination of Agreement. Upon notice of termination of this Agreement pursuant to the preceding paragraph, Clarity FI shall pay for all authorized work that has been performed up to and through the date of receipt by Contractor of such termination notice, plus any direct out-of-pocket service costs resulting from such termination incurred during the ten (10) day notice period.

16) AMENDMENT. Any amendment to this Agreement must be in writing and signed by both parties.

17) MISCELLANEIOUS. The parties agree that the laws of the State of New Jersey shall apply. The parties agree that the State of New Jersey is the proper location for jurisdictional and venue purposes.

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