Employer of Record Supplemental Agreement

This Employer of Record Supplemental Agreement ("EOR Agreement"), together with the TakeOne Network Corp. Terms of Service Agreement available at https://www.wrapbook.com/legal/terms-of-service/ (the "ToS"), and any fully executed order form (each, an "Order Form"), set forth the terms and conditions under which TakeOne Network Corp., a Delaware corporation doing business as Wrapbook ("Wrapbook"), agrees to provide to User certain employer-of-record services, including but not limited to, tools and features ("EOR Services"), which are described herein and provided through Wrapbook's Platform. Wrapbook and User may be referred to individually as a "Party" or collectively as the "Parties."

This EOR Agreement constitutes "Service Terms" under the ToS. Upon full execution, any applicable Order Form shall be incorporated into and become part of this EOR Agreement. Capitalized terms used but not otherwise defined in this EOR Agreement shall have the meanings ascribed to such terms in the ToS. This EOR Agreement is a legally binding agreement between User and Wrapbook. User is encouraged to read the EOR Agreement carefully and to save a copy of it for User's records. If User is agreeing to this EOR Agreement on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the EOR Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, "User" (as defined in the ToS) also refers to that business or individual. By (i) clicking the applicable button, checking the applicable box, electronically signing User's name, or taking a comparable action to indicate User's acceptance of the EOR Agreement, or (ii) accessing or using the EOR Services, User accepts the EOR Agreement, and User agrees, effective as of the date of such action, to be bound by the EOR Agreement. Services under this EOR Agreement shall not commence until the first date of the first completed payroll for a project pursuant to this EOR Agreement.

1. THIS EMPLOYER OF RECORD SERVICE AGREEMENT IS PART OF AND GOVERNED BY THE ToS

The terms and conditions of the ToS agreed to by User, including, but not limited, to all representations, warranties, covenants, disclaimers, limitations on liability, and agreements relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, and agreements contained in the ToS shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of this EOR Agreement conflict with the terms and conditions of the ToS, the terms and conditions of this EOR Agreement shall control with respect to the provision of the EOR Services. If the terms and conditions of this EOR Agreement conflict with the terms and conditions of an Order Form, the Order Form shall control with respect to the provisions of the EOR Services. THIS EOR AGREEMENT AND THE ToS AVAILABLE AT HTTPS://WWW.WRAPBOOK.COM/LEGAL/TERMS-OF-SERVICE CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF WRAPBOOK'S LIABILITY, WRAPBOOK'S WARRANTY DISCLAIMERS, USER'S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THIS EOR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. EMPLOYER SERVICES AND STATUS

Subject to the terms and conditions of this EOR Agreement, Wrapbook shall provide the services with respect to employees for whom User has timely provided all Start Work Documentation (as defined in Section 8) (hereafter referenced as "Employees") and loan-out companies that are engaged as independent contractors by Wrapbook (“Loan Outs”). User shall act as the special employer or, sometimes referred to as the controlling employer or common law employer, and Wrapbook shall act as the general employer, sometimes referred to as the statutory employer or payroll employer, pursuant to applicable law for Employees. User shall, without limitation, be responsible for hiring, termination, day-to-day supervision, direction and control of Employees in the performance of their services. User shall act as the sole employer of all User workers who are not Employees.

3. WORKERS' COMPENSATION INSURANCE

During the period when this EOR Agreement is in effect, Wrapbook shall maintain workers' compensation insurance for all Employees and individuals engaged through Loan Outs solely related to work performed on projects for which Wrapbook provides EOR Services. Wrapbook shall not supply and is not responsible for workers' compensation insurance for contractors or their employees (other than Employees who are loan-out company employees). Wrapbook will not maintain workers' compensation insurance for User's employees who have not completed Start Work Documentation, absent written consent from Wrapbook and Wrapbook's insurance carrier.

This EOR Agreement shall be deemed breached by User if User ceases to utilize Wrapbook as its exclusive provider of EOR Services for Employees on a particular project.

4. EXCLUDED EXPOSURES

Unless otherwise specifically approved in advance in writing by Wrapbook, the following exposures are excluded from Wrapbook workers' compensation insurance and anyone working in positions with these exposures will not be an Employee under this EOR Agreement: (i) certain contact sports, including football and hockey (ii) skydiving and base jumping, (iii) live ammunition, and iv) other hazardous activities. The following exposures will require supplemental applications for consideration and may not be covered: (a) non-owned aircraft (including drone usage), (b) precision driving, (c) foreign travel, (d) pyrotechnics, (e) railroad productions, (f) animal exposure, and (g) other hazardous activities not listed above. Wrapbook and Wrapbook's insurance carrier have the sole authority in determining what operations/exposures are deemed hazardous. No individual residing outside the continental United States, Alaska, or Hawaii will be covered by Workbook's workers' compensation insurance or other services, and User will be liable for all claims of such individuals, unless approved in advance in writing by Wrapbook.

5. DISCRIMINATION AND SERIOUS & WILLFUL MISCONDUCT CLAIMS

Wrapbook shall not be responsible for covering or defending any claims or petitions which allege violation of California Labor Code §§ 132a or 4553 and/or other jurisdictions' analogous laws relating to work injury discrimination or employer serious and willful misconduct (hereinafter, "WC Discrimination and S&W Claims"). User shall defend, indemnify and hold Wrapbook harmless from and against any and all WC Discrimination and S&W Claims.

6. CLAIM/INJURY REPORTING

User shall report any and all work-related incidents to Wrapbook to WorkCompClaims@wrapbook.com, within 24 hours of their knowledge of the incident. Incidents are defined as any episode in which one or more employees are involved in any situation in which a work-related injury or illness of any kind has occurred or could have occurred. This is inclusive of all work-related injuries or illnesses in which medical treatment was not sought or was rejected.

7. FORMS AND POSTINGS

Wrapbook shall make available upon request data necessary for User notices, postings, and forms required under applicable workers' compensation laws with respect to Employees, and User shall be solely responsible for distributing such forms and notices to Employees and/or displaying such postings where Employees work in accordance with applicable workers' compensation laws. If User's failure to distribute or post any required notice, form, or posting gives rise to any additional sums in workers' compensation payments which would not otherwise become due, User shall reimburse Wrapbook for any such additional sums upon Wrapbook's demand and shall defend, indemnify and hold Wrapbook harmless from any Claims (as used here and hereafter "Claims" is defined in Section 30) associated with User's failure to distribute and/or post such required postings, notices, and/or forms to Employees.

8. START WORK DOCUMENTATION

User shall timely provide a completed USCIS Form I-9, a completed IRS Form W-4 and any other applicable federal, state, provincial, or local tax withholding form or other start work documents required by any applicable US domestic or foreign law or by Wrapbook's procedures before Employees commence work on a project ("Start Work Documentation"). In the event User does not timely provide fully completed Start Work Documentation, Wrapbook reserves the right, in its sole discretion, not to provide EOR Services. User will comply with Wrapbook's requests to provide notices and acknowledgements to Employees as required by law or by Wrapbook's procedures. User will: (i) ensure that a Form I-9 or other required Start Work Documentation is timely and properly completed for all Employees; (ii) inspect Employees' Form I-9 identity and employment eligibility documentation as required by law; (iii) retain Form I-9 documents for the period required by law; and (iv) update Form I-9s when required by law. To the extent requested by User, Wrapbook may provide information to User regarding the proper procedures for completion of the Form I-9; however, User retains sole responsibility for complying with all Form I-9 legal requirements, regardless of whether User utilizes the Platform for collecting Form I-9s. Any fines or other penalties resulting from User failing to follow proper Form I-9 procedures and processes will be solely User's responsibility. User will not engage in any discriminatory or other unlawful acts with respect to the Form I-9, E-Verify process, or immigration status and will be solely responsible for compliance with any applicable E-Verify laws. User will use any background check obtained through a Third-Party Provider in compliance with applicable law and may be subject to separate terms from the applicable Third-Party Provider. User understands, acknowledges and agrees that Wrapbook will not review or take any actions in response to any background check obtained through a Third-Party Provider.

User is solely responsible to ensure that the information provided in the Start Work Documentation is accurate and complete, including confirming the accuracy and completeness of such information with the Employee. To the extent User requests assistance from Wrapbook, and Wrapbook agrees to assist User, with Start Work Documentation, User remains ultimately responsible to ensure that the information provided in the Start Work Documentation is accurate and complete. User understands, acknowledges and agrees that Wrapbook will rely on the accuracy and completeness of all information provided by User for purposes of providing EOR Services.

User shall also notify Wrapbook when a project is completed ("wrapped") no later than one (1) business day after the project is wrapped. A project may be unwrapped for purposes of additional processing tasks no later than thirty (30) days after the original wrap date.

9. TIMING

If User fails to provide Start Work Documentation before Employees commence work on a project, Wrapbook may, in its sole discretion, still elect to provide EOR Services. User acknowledges that by doing so: (i) Wrapbook does not waive its right to require User to provide Start Work Documentation prior to providing EOR Services; (ii) Wrapbook in no way waives any other rights under this Agreement; (iii) Wrapbook in no way admits that it has any employer obligation to pay wages to Employees or provide any EOR Services for any period prior to receiving Start Work Documentation ("Prior Period"); (iv) Wrapbook does not waive its right to refuse to provide EOR Services or other Services during any Prior Period; (v) User is not relieved of its obligation to pay any unpaid wages owed to Employees or provide workers' compensation insurance for Employees during any Prior Period; (vi) User is not relieved of any other obligations User may have with respect to Employees during any Prior Period; (vii) User remains solely responsible and liable for any consequences of failing to provide timely Start Work Documentation; and (viii) User's indemnification obligations, as set forth below in Section 30, shall apply to any Claims (as defined in Section 30) against Wrapbook as a consequence of User's failure to timely provide Start Work Documentation.

10. USER MANAGEMENT OBLIGATIONS

To the extent required by applicable law, User is solely responsible for providing tools and equipment necessary for Employees to perform their job duties and reimbursing Employees for all recoverable expenses incurred in the course of their employment. User shall supervise, direct, and control Employees to the extent necessary for User to safely and lawfully conduct its business. Regardless of whether User utilizes any Wrapbook tool or feature, User is solely responsible for compliance with wage and hour laws governing scheduling, such as holidays, reporting time, on call time, stand by time, make up time, shift spacing, meal periods, breaks, rest periods, days of rest, fluctuating workweeks, mandatory sick leave, flexible scheduling arrangements, scheduling notifications, hiring, termination, and all other matters related to hours scheduled and worked. User acknowledges that such matters are not within Wrapbook's control and User agrees to timely pay any penalties, premiums, or other amounts owed relating to these issues.

User will ensure that all hours worked by Employees are accurately captured and reported by User's time and attendance system. User will not use any method, including rounding or off-the-clock work, to pay Employees less than the amount due to them pursuant to applicable law. To the extent state or local law requires employers to provide wage statements containing information different than or in addition to the information contained in Wrapbook's wage statements, User shall issue supplemental wage statements to Employees in compliance with applicable law. User will maintain other records as directed by Wrapbook and in compliance with Wrapbook's policies and procedures. User is solely responsible for complying with all federal, state, and local laws that require posting of information at User's workplace(s) or providing notices to employees.

11. USER AGENTS

To the extent User allows a third party to access and use User's account as an Account Administrator or an Authorized User (a "User Agent"), and Wrapbook agrees in writing to this arrangement, the following provisions shall apply: (i) User shall ensure that User Agent understands and complies with the terms and conditions of this EOR Agreement; (ii) User represents and warrants that before authorizing a User Agent, User has received all documents and information and completed such inspections and due diligence as is required under applicable "know your customer" and anti-money laundering rules and regulations with respect to User Agent; (iii) User represents and warrants that User Agent shall have and maintain, at a minimum, the insurance coverages required in this EOR Agreement and User shall provide Wrapbook with a Certificate of Insurance, showing both Wrapbook and User as additional insureds on all such policies; (iv) User's indemnification obligations, as set forth in the ToS and EOR Agreement shall apply to any Claims arising out of the unlawful, negligent, or intentional acts or omissions of User Agent and User Agent's employees, agents, independent contractors, including sub-contractors, or other workers hired or engaged by User Agent; (v) User's indemnification obligations shall expressly apply to any Claims not covered by Wrapbook's, User's or User Agent's insurance policies; and (vi) User shall ensure that the required ACH authorization is provided to Wrapbook for purposes of paying fees out of any User Agent account designated for payment of fees for Services, and in the event that an ACH debit transaction for the designated account fails for any reason, User authorizes Wrapbook to debit User's Bank Account for such fees.

12. EMPLOYER OBLIGATIONS

On the basis of and in accordance with the Start Work Documentation, timesheets and invoices submitted and approved by User for Employees and timely completion of User obligations under this EOR Agreement and the ToS, including providing User's payroll and bank account information and any other additional information Wrapbook may need or require to provide the EOR Services, including, without limitation, job classification, rates of pay, deal memoranda, applicable CBA, call sheets, and production reports (the "EOR Information"), Wrapbook shall calculate withholdings and pay all obligations imposed by applicable state and federal law or governmental regulations, including without limitation, payments and withholdings for Social Security and Medicare tax, federal, state and local income tax, wages, unemployment, and required disability insurance. The EOR Service is dependent upon information provided to Wrapbook by User. User shall submit and approve the necessary EOR Information, thereby authorizing Wrapbook to create and transmit credit or debit entries necessary to process User's payroll and payroll tax transactions. Wrapbook is not responsible for timesheets, invoices, or other expenses that have not been both submitted and approved by User. Wrapbook shall prepare and file any applicable quarterly or yearly employer tax returns. Wrapbook's obligations pursuant to this paragraph shall be subject to User's timely and accurate submission of all data needed, and timely approval and funding of the timesheets and invoices. User shall provide Wrapbook with sufficient notice of Employee terminations to process final pay and perform other obligations required by law, and indemnify, defend, and hold Wrapbook harmless to the extent wage payment is not timely due to User's failure to provide adequate notice of employee termination or resignation. User is solely responsible for correctly classifying those working on its projects as employees or independent contractors (including Loan Outs) in accordance with applicable law, submitting that classification for each such worker through the Platform, and shall indemnify, defend, and hold Wrapbook harmless from any Claims associated with User's failure to correctly classify its employees or independent contractors in accordance with applicable laws. User shall accurately determine whether employees are exempt or non-exempt in regard to overtime and minimum wage and advise Wrapbook accordingly. To the extent Employees are entitled to overtime, User is solely responsible for determining the accurate rates for overtime calculations. User is solely responsible for calculating base salary for exempt employees and determining whether overtime is owed and to what extent as a result of User's day rate practices. User is solely responsible for funding and accurately determining eligibility for any paid time off, including paid sick leave (including legally mandated paid sick leave) and for tracking accruals, use, availability, and payments of any such paid time off. User is solely responsible for any Claims, including but not limited to Internal Revenue Service (the "IRS") penalties and/or interest and any other penalties and/or interest arising from User's failure to timely provide and maintain accurate and complete EOR Information. User shall mitigate damages and represents and covenants that it has entered into and will continue to enter into arbitration agreements with all Employees benefiting Wrapbook and User, which shall include the waiver of class or collective actions, to the extent permitted under applicable law.

13. FRINGE BENEFITS

Wrapbook shall remit all Employee pension, health, and welfare and any other applicable fringe benefit contributions for Employees to the appropriate labor organization trust fund(s) within the timeframe and manner specified in the CBA and/or benefit plans governing User, subject to User providing Wrapbook with all information necessary to fulfill these obligations. User is solely responsible for: (a) providing health and welfare benefits in compliance with applicable agreements and applicable law, and for compliance with the requirements of the Affordable Care Act (“ACA”) and any federal, state, or local government-sponsored savings programs; (b) ensuring that all information provided to Wrapbook in connection with any services related to any ACA services (including, but not limited to, eligibility and reporting) is accurate and provided in a timely manner; and (c) all penalties and any other claims or liability relating to late payment of benefit contributions except those resulting solely from Wrapbook's fault and not based on information provided by User.

To the extent employee benefits are provided to Employees or their dependents under a plan that is sponsored by User or a third party ("User Plan"), User will: (i) ensure that the User Plan is administered in compliance with applicable law and the terms and provisions of the applicable plan documents; and (ii) retain sole responsibility and liability for the User Plan. User understands, acknowledges and agrees that: (a) Wrapbook is not a plan sponsor, plan administrator or fiduciary with respect to any User Plan; (b) Wrapbook shall have no other role, responsibility, or liability with respect to any User Plan, including, without limitation, that of a third party administrator; and (c) to the extent that Wrapbook provides any administrative or other services with respect to a User Plan, (1) all such services are taken on behalf of User and at User's specific direction, (2) Wrapbook shall have no discretion with respect to such services, (3) Wrapbook shall not take on any fiduciary or other obligations as a result of such services under the Employee Retirement Income Security Act of 1974, as amended (ERISA), or any other law, and (4) User shall remain solely responsible and liable for such services and any underlying User obligations.

14. COOPERATION WITH WRAPBOOK

User will respond in a timely and accurate fashion to requests from Wrapbook for records and data necessary for Wrapbook to perform EOR Services and will permit Wrapbook to inspect and copy records of User that relate to the Services provided. Upon receipt, User will immediately (and no later than three (3) business days after receipt) send Wrapbook copies of demands, notices, claims, summons, and other legal papers related to the Employees. User will cooperate with Wrapbook in the investigation, remediation, settlement, and defense of legal claims related to the Employees.

User, whether directly or through its Account Administrator or Authorized Representative is also obligated to promptly notify Wrapbook of any third party notices that User may receive which could affect Wrapbook's ability to effectively provide the EOR Services or increase the likelihood that a Claim is brought against User or Wrapbook in connection with the EOR Services, such as notices from the IRS or other government agencies regarding penalties or errors relating to the EOR Services, and notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.

User shall notify Wrapbook of the principal location of the workplace of each Employee and each location where such Employee performs services for User, and of any changes in such locations. User must provide prior written notice to Wrapbook of any new lines of business, new locations, and new class codes, and Wrapbook reserves the right to approve or deny any such new business or class codes. Failure to provide such notice is a material breach of this EOR Agreement.

15. EMPLOYEE LEAVES

To the extent required by law, User will accept obligations and costs associated with compliance with the Family Medical Leave Act ("FMLA"), Americans with Disabilities Act ("ADA"), mandatory paid sick leave, and similar state and local laws, including but not limited to the cost of providing reasonable accommodation of disabilities, recordkeeping requirements related to leave and disability accommodations, reinstating employees returning from leave or finding replacement employment for them if required by law, and the cost of continuing benefits during leave if required by law (collectively, the "Employee Leave Requirements"). User agrees that should the Employee Leave Requirements be applicable to User, to the extent allowed by law, User has sole responsibility for compliance and that it is the intent of the Parties that this EOR Agreement shall have no impact on User's obligations as an employer responsible for compliance with the Employee Leave Requirements.

16. OTHER TAXES AND FEES

Other than required payroll withholding taxes covered by this EOR Agreement, User is responsible for paying and reporting all applicable taxes and governmental fees (including environmental fees required by the California Health and Safety Code for Employees working in California). Additionally, any tax imposed by any local or state taxing authority based upon User's relationship with Wrapbook, including but not limited to sales or use tax, or gross receipts tax, shall be the sole responsibility of User.

To the extent that any tax, insurance premium, labor union cost, or other cost of Wrapbook is unilaterally increased by a governmental body or other third party beyond the control of Wrapbook, whether prospectively or retroactively, User understands, acknowledges and agrees that Wrapbook will invoice User for such increases and that any fees or charges associated with such increases will be due and payable in the same manner as any other fees or charges invoiced pursuant to this EOR Agreement, even if such fees or charges are invoiced after the termination of this EOR Agreement.

17. BUSINESS AND OCCUPATIONAL LEGAL COMPLIANCE

User will comply with all laws governing User's business, including but not limited to laws pertaining to required filings, licensing, taxes, fidelity bonding, insurance, facilities/building codes and regulations, and environmental compliance. If any Employee is required to be licensed, registered, or certified under any federal, state, or municipal law or regulation, or to act under the supervision of such a licensed, registered, or certified person or entity in performing the Employee's services, then any such person(s) will be deemed an employee of User for such licensure purposes. User will be solely responsible for verifying licensure and/or providing the required supervision.

18. SERVICE FEES

User agrees to pay fees for the Services in accordance with the applicable fee schedule at https://app.wrapbook.com/pricing, in our Payroll Estimator https://www.wrapbook.com/estimate-your-entertainment-payroll in accordance with each applicable jurisdiction, and in connection with any agreed upon additional services, unless such User has entered into an Order Form, in which case the fees set forth in the Order Form shall apply. User shall pay invoices via reverse wire, unless otherwise agreed upon in writing with Wrapbook. If Wrapbook authorizes payment to be made by ACH debit, User hereby authorizes Wrapbook to debit any of User's designated bank accounts via ACH (each a "Bank Account"). Wrapbook may, in its sole discretion and at any time, require User to provide one or more advance payments, guarantees, or other forms of security, including, without limitation, a letter of credit – which security must be in form and substance satisfactory to Wrapbook. Any advance payment or other security will not be maintained in a segregated account, will not bear any interest payable to User, and may be applied to any obligation of User, including the final invoice or payroll. User understands, acknowledges and agrees that it shall have no right to any interest or other income that may be earned by Wrapbook on advance payments or security provided by User. Wrapbook's fees for Services are comprised of a combination of all the individually listed fees and rates and do not purport to represent Wrapbook's actual net costs regardless of how fees and charges are presented on any invoice, proposal or otherwise, including, without limitation, amounts identified as taxes, contributions, premiums, or deductibles. Wrapbook reserves the right to change the fees for Services from time to time. If a fee increase or change to this EOR Agreement is not acceptable to User, User may terminate this EOR Agreement as provided in the ToS prior to the time when such fee increase or change to this EOR Agreement takes effect. User's continued use of the Services beyond the cancellation window constitutes User's agreement to those changes. If Wrapbook is unable to collect fees due because of insufficient funds in any Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions, processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys' fees and other costs of collection as permitted by law.

19. RETROACTIVE PAYMENTS

To the extent any retroactive payments must be made by Wrapbook on account of the Services, including retroactive payments resulting from audits, amendments, or modifications to any CBA, personal service contracts, or applicable law or enforcement thereof, such retroactive payments shall be deemed to be covered compensation of Employees for which User shall be obligated to pay Wrapbook prior to Wrapbook making such retroactive payments, regardless of the date when such payments are required to be made. User will indemnify Wrapbook for any penalties and/or interest associated with such late payments.

20. USER VERIFICATION

In addition to the User Verification provision in the ToS, User consents to and authorizes Wrapbook, or a third party acting on Wrapbook's behalf, to obtain credit reports about User's business, and to report adverse credit information about User's business to others, including, but not limited to, the Internal Revenue Service and any applicable state taxing authorities. Wrapbook may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Wrapbook is unable to verify satisfactory credit of User's business, and/or for other lawful reasons.

21. MINORS

User shall notify Wrapbook when User is using any Employees who are minors (i.e., under eighteen years of age), and provide the proper permits upon request by Wrapbook. User shall be solely responsible for any claims, liabilities or additional payments, including, but not limited to, any claims for deposits to trust accounts formed under the California Family Code for minors working in the entertainment industry that result from User's failure to notify Wrapbook of Employees who are minors. User is solely responsible for compliance with applicable child labor laws, including formation and maintenance of trust accounts required by state laws.

22. LICENSE TO USE NAME AND LOGO

User hereby grants to Wrapbook a non-exclusive, world-wide, royalty-free, and fully paid license to use User's name and logo on promotional materials, including, but not limited to, Wrapbook's website, marketing materials, and sales presentations. Wrapbook's use of your name and logo will be in accordance with any guidelines you provide. Upon User's written request, Wrapbook will remove User's name and logo from Wrapbook's website and promotional materials.

23. UNION/PERSONNEL GRIEVANCES

To the extent there is a collective bargaining agreement ("CBA") covering any Employees, User shall remain the sole employer of such Employees for purposes of the National Labor Relations Act ("NLRA") and User and Wrapbook are not joint employers as that term is defined under the NLRA or other applicable law. User is solely responsible to provide direction and information to Wrapbook that is necessary to comply with obligations under the applicable CBA, including with respect to timely contributions or payments to any pension fund or other benefit under the applicable CBA. User shall defend, indemnify, and hold Wrapbook harmless from and against any and all Claims arising out of or relating to any dispute of any kind with any union, guild, pension and health trust fund or any individual Employee represented by any of these organizations resulting from any acts or conduct of any kind by User or any directives, guidelines, or instructions provided by User to Wrapbook. Wrapbook agrees to cooperate in the defense of any grievance or claims and agrees to provide all necessary documents that may be required by the other Party in the course of such defense.

24. LEGAL COMPLIANCE AT WORKSITES

User shall be solely responsible for compliance with all laws (whether denominated as statutes, regulations, ordinances, or otherwise) with respect to all worksites where Employees will provide services to User, including, but not limited to, workplace health/safety laws (including the Occupational Safety and Health Act ("OSHA") and analogous state laws), employment civil rights laws (including Title VII and analogous state laws), tort laws, wage and hour laws (including the Fair Labor Standards Act ("FLSA") and analogous state laws), labor rights laws (including the National Labor Relations Act ("NLRA")), and medical/family care leave laws (FMLA and analogous state laws). User shall also be solely responsible for compliance with all applicable CBAs with respect to all worksites (whether studio, shop, or on-location) where Employees will provide services to User on productions covered by this EOR Agreement. User is solely responsible for any legally required and appropriate training, including, but not limited to, sexual harassment and workplace safety training. User is solely responsible for ensuring all legally required safety equipment is available and used at User worksites, and for reimbursing Employees for equipment and supplies they provide, to the extent required by law. User is solely responsible for utilizing legally required and appropriate employee screening procedures to ensure Employees are qualified to perform their duties. User will maintain all legally required records of hours worked and is solely responsible for ensuring that Employees receive all required breaks and meal periods.

25. USER'S REPRESENTATIONS AND WARRANTIES

User represents, warrants and agrees as follows: (i) all compensation of Employees accrued prior to the Effective Date of this EOR Agreement and for which User or any third party is responsible and obligated has been paid in full; (ii) to the extent User employed any Employees prior to the Effective Date of this EOR Agreement, either directly or through a third party, during such period User fully complied with applicable laws pertaining to such employment of Employees; (iii) User approves all EOR Information; (iv) no EOR Information submitted to Wrapbook would result in actions that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules or regulations; (v) User waives and releases any Claims against Wrapbook arising out of any errors or omissions in the EOR Information which User has not corrected; and (vi) final responsibility for any audits or assessments rests with User.

26. NO CHANGE IN AGREEMENT DUTIES DUE TO ANY JOINT EMPLOYER/LIABILITY FINDING

If a court, arbitrator, government agency, or any other decision-making body or official renders a determination that Wrapbook and User are joint employers of Employees or are jointly and severally liable with respect to any Claims involving Employees no such determination shall alter any other provisions of this EOR Agreement allocating responsibility between the Parties.

27. USER MUST SUPPLY A COI

User must provide to Wrapbook as a condition hereof a Certificate of Insurance for (i) commercial general liability; (ii) automobile liability; and (iii) any other policy required by Wrapbook, in its sole discretion (e.g., aviation liability for drone usage). Such policies must provide coverage for bodily injury, personal injury and property damage, in an amount not less than $1,000,000 for each occurrence. User must maintain the above-designated insurance coverage throughout the period during which User uses Wrapbook's Services, Wrapbook must be named (using its full corporate name) as an additional insured on all such policies, and User must provide Wrapbook with a waiver of subrogation to the satisfaction of Wrapbook. Wrapbook must also be named as additional insured on any other insurance policies maintained by User in connection with the projects coverage including, but not limited to, errors and omissions coverage or employment practices liability coverage. All such policies must provide at least thirty (30) days of written notice to Wrapbook before any modification or termination of such policies.

28. CUSTOMER IS SOLELY RESPONSIBLE FOR INDIVIDUALS NOT COVERED BY WRAPBOOK

User is solely responsible for maintaining a workers' compensation insurance policy as required by law to cover individuals who ARE NOT Employees and therefore not covered by Wrapbook's workers' compensation insurance or other Services. Claims by individuals who are not covered by Wrapbook's workers' compensation insurance will be forwarded to User for handling. Should Wrapbook be named in workers' compensation claims for individuals who are not Employees, User shall defend, indemnify and hold Wrapbook harmless from any and all Claims arising out of such workers' compensation claims. Notwithstanding the foregoing, User shall be obligated to reimburse Wrapbook for all costs and expenses to defend such claims.

29. CONFIDENTIAL INFORMATION

User and Wrapbook agree that, in the course of performing their obligations set forth herein, either Party may transmit or disclose to the other Party non-public confidential information of the disclosing Party, which such disclosing Party designates as being confidential when it is disclosed, or which, given the nature of the information or circumstances in which it is provided, should be treated as confidential, including, but not limited to, Wrapbook business terms (including the terms and conditions of this EOR Agreement and the pricing and other terms reflected in any Order Form), and company-specific payroll data (collectively, "Confidential Information"). Confidential Information does not include information that the receiving Party can demonstrate: (i) was rightfully in its possession or known to it without an obligation of confidentiality prior to receipt of the Confidential Information from the disclosing Party; (ii) is or has become public knowledge through no fault of the receiving Party; (iii) is rightfully obtained by the receiving Party from a third party without breach of any confidentiality obligation known to the receiving Party; or (iv) was independently developed by the receiving Party without use of such Confidential Information. The receiving Party will use the disclosing Party's Confidential Information for the purposes provided herein and will not disclose the disclosing Party's Confidential Information to any third party (other than as necessary for the receiving Party's performance under this EOR Agreement). If the receiving Party receives any request, demand, notice, subpoena, order, or other legal information request relating to legal proceedings or investigations by third parties relating to the disclosing Party's Confidential Information (an "Order"), the receiving Party will, if legally permitted, (i) promptly notify the disclosing Party of such Order before any disclosure is made so that the disclosing Party may seek a protective order or other appropriate remedy limiting disclosure or use of such information, and (ii) provide reasonable assistance to the disclosing Party to seek such remedy at the disclosing Party's sole expense. If such protective order or other remedy is not obtained, the receiving Party may furnish only that portion of such Confidential Information that it is required to disclose, and the receiving Party agrees to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information. For the avoidance of doubt, nothing in this EOR Agreement shall prohibit or restrict Wrapbook from using, maintaining, or sharing information that is anonymized or is not Confidential Information for any lawful business or legal purpose as permitted under Wrapbook's privacy policy https://www.wrapbook.com/legal/privacy-policy or applicable law, including any such information that Wrapbook receives, collects, or obtains from or about any Employee or User or that Wrapbook develops, creates, captures, or compiles about any Employee or User from any source.

30. INDEMNIFICATION

User will indemnify, defend, and hold harmless Wrapbook and its affiliates, officers, directors, employees, and agents (the "Indemnified Parties"), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively "Claim(s)"), arising out of or in any way connected with: (i) User's access to or use of Wrapbook's Services or Content; (ii) User Content; (iii) User's violation or alleged violation of this EOR Agreement; (iv) User's violation or alleged violation of any third party right, including, without limitation, any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User's violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User's violation of the NACHA Rules; (vii) User's negligence, fraudulent activity, or misconduct; (viii) any Indemnified Party's use of or reliance on information or data furnished by User, an employee or independent contractor of User, User's Account Administrator, or User's Authorized Representative in providing the Services, or otherwise in connection with this EOR Agreement; (ix) actions or activities that Wrapbook or any other Indemnified Party undertakes in connection with the Services or this EOR Agreement at the direct request or instruction of anyone that Wrapbook or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a "Requested Action"); (x) Wrapbook's or any other Indemnified Party's use of or reliance on information or data resulting from such Requested Actions; or (xi) User's failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Wrapbook's instructions with respect to the Services.

31. NO LEGAL, TAX, ACCOUNTING, INSURANCE, OR OTHER PROFESSIONAL SERVICES

Wrapbook may provide an accounting tool or service ("Accounting Service") to assist Users with certain accounting/bookkeeping functions, including with respect to certain tax credits and incentives. The Accounting Service is intended to assist Users and is not a substitute for fulfilling User's accounting responsibilities, including, without limitation, creating and maintaining required and necessary records and preparing and maintaining required financial statements and reports. When using the Accounting Service, User is responsible to provide accurate and complete information and documents and follow best accounting practices, and Wrapbook is not responsible to review any information or documents for accuracy or completeness. User understands, acknowledges and agrees that Wrapbook does not provide legal, financial, investment, accounting, tax, health care, insurance, or other professional services or advice, and User should consult with appropriate professionals for advice prior to making decisions in these areas. To the extent any recommendation or suggestion is made to User through the Accounting Service, User is solely responsible to decide whether to follow any such recommendation or suggestion, and it is User's sole decision and responsibility whether to act on any recommended or suggested actions.

32. LIMITATION OF LIABILITY

IN NO EVENT WILL WRAPBOOK BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES) HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY EVEN IF WRAPBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WRAPBOOK'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNT OF PROCESSING FEES THAT USER HAS PAID TO WRAPBOOK FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WRAPBOOK AND USER.

33. NO PARTNERSHIP

Nothing contained herein shall constitute a partnership between, or joint venture by, the parties hereto or make either party an agent of the other. Neither party shall hold itself out contrary to the terms of this paragraph. Neither party shall become liable by any representation, act, or omission of the other contrary to the provision hereof. This EOR Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any third party whether referred to herein or not. No act, commission, or omission by any Party to this EOR Agreement shall change this independent service provider relationship or be construed to render the Parties partners, joint venturers, or agents of each other. Nothing contained in this EOR Agreement shall be deemed to permit either Party to conduct business in the name of or on account of the other party, to incur or assume any expense, debt, obligation, liability, tax, or responsibility on behalf of or in the name of the other Party or to act on behalf of or bind the other Party in any manner whatsoever.

34. TERMINATION

The EOR Services and this EOR Agreement will continue until they are terminated by either Party pursuant to the terms of this EOR Agreement. User may terminate this EOR Agreement upon thirty (30) days' written notice in the event: (i) Wrapbook commits a non-curable material breach of this EOR Agreement, or if Wrapbook fails to cure any remediable material breach or provide a written plan of cure to User within thirty (30) days of being notified in writing of such breach; or (ii) in the event of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against Wrapbook under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within sixty (60) calendar days after they are instituted; or the legal insolvency or making of an assignment for the benefit of creditors or the admittance by Wrapbook of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of Wrapbook not involving the United States Bankruptcy Code. Wrapbook may terminate this EOR Agreement and the EOR Services for any reason by providing at least thirty (30) days' written notice to the other Party. In addition to Wrapbook's foregoing termination rights, Wrapbook may immediately: (i) suspend or restrict User's Account; (ii) suspend or restrict User's access to Services; (iii) block User's ability to use any particular feature; or (iv) immediately terminate Services and this EOR Agreement, in each case with or without notice to User, in the event that: (a) Wrapbook has any reason to suspect or believe that User may be in violation of this EOR Agreement; (b) Wrapbook determines that User's actions are likely to cause legal liability for or negative impact to Wrapbook; (c) Wrapbook believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (d) Wrapbook has determined that User is behind in payment of fees for the Services; or (e) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while Wrapbook strives to support a multitude of business and organization types, in certain unique situations, if Wrapbook cannot support the payroll-related filings for User's business or organization type, Wrapbook may immediately terminate the Services and this EOR Agreement upon written notice to User.

The termination of any of the Services or this EOR Agreement will not affect User's or Wrapbook's rights with respect to transactions which occurred before termination, provided that User shall pay for all Services provided up to and including the date of termination. Wrapbook will have no liability to User for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Wrapbook's termination of this EOR Agreement.

User will immediately notify Wrapbook of the initiation of any bankruptcy or receivership or insolvency proceedings of whatever form (whether voluntary or involuntary). User agrees that any wages, taxes, or contributions paid or advanced by Wrapbook prior to such bankruptcy that remain unpaid by User shall be treated as outstanding wage obligations for the purposes of determining priority in the associated legal proceedings with the intended effect that Wrapbook shall have the same rights as Employees with respect to such wages and associated taxes and shall be entitled to relief as necessary to apply such status.

35. SEVERABILITY

Should any term, warranty, covenant, condition, or provision of this EOR Agreement be held to be invalid or unenforceable by a court or other body of competent jurisdiction or pursuant to arbitration, the balance of this EOR Agreement will remain in force and will stand as if the unenforceable part did not exist. The invalid or unenforceable provision will be replaced by a provision as similar as possible and which is valid and enforceable.

36. NOTICES

All notices and demands will be given in writing and transmitted by hand delivery, overnight courier delivery with signature required verifying receipt, or by e-mail transmission to the address provided by User in User's Account and to Wrapbook via email at legalteam@wrapbook.com. All confirmations by mail shall be made by certified mail, postage prepaid, return receipt requested, or by overnight delivery with signature required. Notice will be considered given and effective when received. User understands, acknowledges and agrees that certain notices from Wrapbook will be sent by e-mail only and User shall have no right to opt out of e-mail notices or otherwise require that one or more notices to be sent by hand delivery, overnight courier, or in any other form.

37. MODIFICATIONS

Wrapbook may modify this EOR Agreement at any time, in Wrapbook's sole discretion. If Wrapbook does so, the modification will be in a writing from Wrapbook and not based on any implied or oral statements. Wrapbook shall let User know of modifications either by posting the modified EOR Agreement on the Platform or Site or through other communications. It is important that User reviews the EOR Agreement whenever Wrapbook modifies it because if User continues to use the EOR Services after Wrapbook has notified User of the modification and the modified EOR Agreement has been posted on the Platform or Site, User is indicating to Wrapbook that User agrees to be bound by the modified EOR Agreement. If User does not agree to be bound by the modified EOR Agreement, then User may not continue to use the EOR Services. Because the Platform and Services are evolving over time, Wrapbook may change or discontinue all or any part of the Platform, Services, or Wrapbook Content at any time and without notice, at Wrapbook's sole discretion. Any modification or termination of the Services shall not affect the status of User's employees' employment with Wrapbook (if any), nor shall termination or modification thereof affect a User's agreement or rights with a third party such as a labor union.

38. GENERAL

This EOR Agreement is not assignable by User without the written consent of Wrapbook. Captions and organization are for convenience and will not be used in construing meaning. Wrapbook is an independent contractor of User and will not be its principal, director, agent, master, servant, or employee. This EOR Agreement will be binding upon and inure to the benefit of the successors and assigns of the Parties. Termination of this EOR Agreement will not affect the continuation of any outstanding obligation or liability incurred by either Party during the term of this EOR Agreement. The obligation of any party to notify, indemnify, defend and hold harmless any other party under the terms of this EOR Agreement will continue after the termination hereof with respect to events occurring prior to such termination. Time is of the essence with respect to performance of all obligations set forth herein. The following provisions will survive any termination or expiration of this EOR Agreement: Section 12 (Employer Obligations), Section 16 (Other Taxes and Fees), Section 18 (Service Fees), Section 19 (Retroactive Payments), Section 22 (License to Use Name and Logo), Section 23 (Union/Personnel Grievances), and Section 28 (Customer is Solely Responsible for Individuals Not Covered by Wrapbook), Section 29 (Confidential Information), Section 30 (Indemnification), Section 32 (Limitation of Liability), and Section 38 (General).