Consulting Agreement RECITALS WHEREAS, the Client is in need of assistance in the support area of Internet Marketing; and 

WHEREAS, Oakmont Media Group has agreed to perform marketing support and Internet Marketing consulting services for the Client, and other related marketing activities, as directed by the Client (“Services”); 

NOW, THEREFORE, the parties hereby agree as follows: 

Term and Termination: The term of this Agreement is 12 months (“Initial Term”) and will commence on the first date Services are rendered by Consultant as stated on Consultant’s invoice (“Commencement Date”).  In the event of Cancellation, Client will be responsible for paying all fees due and owing hereunder for services rendered through the 12 month term. Client further will be responsible for paying all other expenses incurred by Consultant through the date of Cancellation, including without limitation media purchased or ordered through and including the date of Cancellation. This Agreement may be modified or amended only pursuant to a written agreement signed by both parties hereto. Monthly maintenance and search engine optimization fees will be charged 45 days after the first date services are rendered by Consultant as stated on Consultant’s invoice (“Commencement Date”). 

  

Payment Schedule: All fees shall be payable pursuant to Consultant invoices. This does not apply to any agreement addendums which are subject to their own Terms and Conditions. Fees not paid within 15 days of invoice date will accrue interest at a rate equal to 1% per month. Client may not offset fees owing hereunder for any reason and Client shall reimburse Consultant for all expenses incurred in collecting past due fees (including without limitation, attorneys’ fees). 

Confidentiality: Consultant and Client agree to treat as confidential all confidential and proprietary information of the other party, and not to disclose such confidential information to any third party except as may be reasonably required for the disclosing party to satisfy its obligations hereunder or to conduct its own business affairs. For information to be treated as confidential hereunder, it shall be not generally known to the public and the subject of the designating party’s reasonable efforts to maintain its secrecy. Each party shall designate any confidential information as “Confidential” in the initial communication of such information to the other party. Confidential information hereunder shall include but is not limited to customer lists, business plans, proprietary formulas, compilations, methods, techniques, and marketing strategies. Without limiting the generality of the foregoing, each party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the other party’s confidential information, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. The parties acknowledge that this Agreement constitutes confidential information of the parties. Client shall be prohibited from soliciting or otherwise hiring an employee or independent contractor of Consultant at any time during the Initial Term described herein and for a period of 18 months following the termination of this Agreement. 

Notices: Any notices required by or provided pursuant to this Agreement shall be given in writing to: 

If to Consultant: 

Oakmont Media Group LLC

1405 N. Vulcan Ave, #5

Encinitas, CA 92024 

Limitation of Liability: Consultant warrants to Client that all Services hereunder will be performed in a professional manner
consistent with industry practices. Client represents and warrants to Consultant that none of the content, materials or data
provided by Client to Consultant (“Client Content”) infringes the intellectual property of other proprietary rights of Consultant
or any third party, or contains any Individually Identifiable Health Information (as that term is defined by federal regulation),
or Personal Information or Medical Information (as those terms are defined by California law) (collectively, “Identifying
Information”). Client shall indemnify Consultant for any claims, expenses or liabilities arising out of any Client Content,
including those based on infringement, or violation of applicable federal and state laws and regulations pertaining to privacy
and security of health information (“Privacy Laws”). Client acknowledges and agrees that Consultant’s Services do not
include a data scrubbing/removal service, and further than Client is responsible for removing all Identifying Information prior
to disclosing data, media, or information of any kind or format to Consultant. Notwithstanding the foregoing, Client further
represents and warrants that Client has obtained a written patient authorization in compliance with Privacy Laws prior to
sharing any Identifying Information with Consultant. Except as set forth above in this paragraph and elsewhere in this
Agreement, neither party makes any warranties of any kind, either expressed or implied, including, without limitation, (a)
warranties of merchantability or fitness for a particular purpose, or (b) as to the results that Client may achieve upon
completion of Services. In no event will either party be liable to the other for any lost profits or any other special or
consequential damages, for any reason. Consultant’s liability shall be limited to the amounts paid by Client hereunder.

Technologies, Processes and Methodologies: All trademarks, patents, copyrights, and other intellectual property rights owned
by either party during the Initial Term hereof shall continue to be owned solely by such party, and nothing herein shall be
deemed to confer any rights to any such intellectual property on the other party. Consultant utilizes its advanced web analytics
proprietary processes, methodologies, software, source and object code, designs, ideas and applications developed by
Consultant to create work product for customers generally including, without limitation, the way in which Consultant presents
and delivers data to customers, including Client. These intellectual property assets are and shall remain the sole and exclusive
property of Consultant, and are separate from any work product created hereunder specifically for Client or included with any
deliverable provided to Client, which work product shall be deemed to constitute “work for hire” and shall be owned by
Client. Work for hire product is limited to: media venue created executions; web-based content; artwork and design created or
developed specifically for Client; deliverables; print ads; websites; work product bearing Client copyright or trademark
protected works, designs, marks, and logos; data collected through web-based functionality implemented on behalf of Client;
and program monitoring reports.

Miscellaneous: Consultant shall not be liable for failure of delay in performing its obligations hereunder if such failure or
delay is due to circumstances beyond its reasonable control or a failure on the part of Client to provide to Consultant,
materials, data or other information in a timely manner (“Client’s Delay”). In addition, in the event that any deliverable to be
provided by Consultant hereunder is delayed by more than 7 days due to Client’s Delay, or in the event that a deliverable
exceeds reasonable revision time, additional fees may be due and owing hereunder related to Consultant’s need to redeploy or
extend the use of staff and/or incur other expenditures to satisfactorily perform its obligations hereunder. Consultant may
employ the use of subcontractors for specific highly specialized elements of this Agreement where Consultant’s internal
resources are not available due to project delivery timing or specific competencies required.

The rights and obligations of the parties shall be governed by the laws of the state of California, without reference to conflict
of law principles. Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by
arbitration in San Diego, CA, under the rules of commercial arbitration of the American Arbitration Association. If any
provision of this Agreement is held to be unenforceable or invalid for any reason, the remaining provisions will continue in
full force and effect with such unenforceable or invalid provision to be revised or interpreted to best accomplish its original
intent and objectives. Each party will be and act as an independent contractor and not as an agent, partner, employee or joint
venturer with the other party for any purpose related to this Agreement or the Services contemplated herein. This Agreement
constitutes the entire agreement between the parties related to the subject matter hereof and supersedes all prior oral or written
communications or understandings related thereto. This Agreement may be executed in counterparts, all of which taken
together shall constitute one agreement between the parties.

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to

contact@oakmontmediagroup.com