Jeanie: 3 Wishes, 3 Sizes

Jeanie: 3 Wishes, 3 Sizes The Online Boutique

100 Bull Street Savannah, GA 31401

p. 912.8JEANIE f. 912.7JEANIE

jeans@jeanie.com www.Jeanie.com

Table of Contents I.

Executive Summary .............................................................................................. 2 Mission Statement Objectives

II.

Description of Business ........................................................................................ 4 Company Overview Location Website Suppliers Products and Services Selection Performance Appraisal and Compensation Start-Up/Acquisition Summary

III.

Marketing Analysis.............................................................................................. 12 Market Segmentation Pricing

IV.

Appendix ............................................................................................................. 16 Start-Up Expenses (Appendix A) Cash Flow (Appendix B) Income Projection Statement (Appendix C) Sales Forecast (Appendix D) Miscellaneous Documents (Appendix F-K) Personal Management Agreement

Executive Summary Jeanie will be a new up and running, online boutique shop selling different brands of Jeans. We will be offering women’s jeans, knowing how hard it is to find a pair of jeans that fits us comfortably; we want them to try the pairs on in the comfort of their home What stands us out from any other online boutique is that, we will be offering opportunities that some does not –for instance being able to buy up to 3 pair of jeans for a price of one to try on and send back as soon as they find the right fit. Our website has a mini quiz/survey asking questions about the style, fit, and size, how curvaceous women are, buying our jeans will be. Jeanie within 5 years would have also started to expand to other areas as such: Canada, UK, Australia, and South America (hopefully others). We’ve decided that since other countries makes their own jeans –that we can reach out to women internationally. Jeanie is about how we can make women more comfortable about their style, what they wear and how they look in apparel jeans. This company is made for them!

Mission Statement Jeanie’s mission is to help women of all ages to be comfortable in jeans they love. We will offer jeans in all sizes with different styles to help shape and show the curves of the women’s body. We hope that with our services, we are able to establish a relationship with our customers; so that they can enjoy the company’s product.

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As a company, in the next five years –because we’ll be comfortable with competition and product we would have expand our product and services, updated technology, including that we may have a larger warehouse for other partners of jeans. We want to be updated with trend and technology as often as possible. It is important that we are accessible and are available for our customers to be comfortable with shopping with us.

When our company becomes popular and gain a larger audience –as we grow we hope to have an app so that it can be easier-hassle free for our customers to shop.

We believe in moral and self-value. Jeanie wants our customers to know how honest and trustworthy we are. We do not discriminate by any means of race, ethnic background, age, and size. We are about the care of our customer’s being. Our company will support women’s health and fitness, to help build and support confidence, eating healthy, being fit, bold. We want all ladies to feel great, beautiful, and confidence in the jeans they buy. Jeanie is all about the comfort ability of the women.

Objectives In our first year we hope that we have hoped that our Online Boutique was beneficial for our customers and that we receive great feedback from them on what to improve and to continue on doing. Jeanie should be established and working on goals that can be reached within a year or two, so that we can be a global company. Jeanie’s goal is to –after the team is comfortable with results and audiences feedback with the online boutique in America, we want to reach out to women in Australia, United Kingdom, Canada, South America etc. Because we know that different countries make their own brand of jeans –we want women too in other countries to try on as many pair of jeans in the comfort of their home; Jeanie will also provide warehouses in that country so that it can be accessible to the customers.

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Description of Business Company Overview

Jeanie: Three wishes, Three sizes.

Jeanie is an online jean retailer that caters to woman. It has always been difficult, especially for woman, to find jeans online that fit. Jeanie makes it easy to find the right pair of jeans by sending the customer three sizes and offering services to help them find the best fit. When ordering from Jeanie you pick your size and Jeanie sends you your size as well as a smaller and larger size. By sending the customer three sizes and allowing them to send back the ones that don’t fit we make it easier to find just the right size. This is the idea behind Jeanie.

We offer our own standard measurements of brand sizes, and professionals to help you choose the perfect pair of jeans. We want to offer services and new technologies to our customers to help make buying jeans a better experience. We will work on developing an app to help customers choose jeans for their body type. We will also research what our customers want in their jeans, with the idea of one day making our own jeans. We

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want woman to have the opportunity to find the perfect pair of jeans in the comfort of their own home. At Jeanie our core philosophy is that every woman is beautiful and should have comfortable jeans that are flattering.

Form of Ownership: Jeanie will be a Limited Liability Company or LLC. Being an LLC will protect the owners personal finances from being hurt by any misfortune, whether debts or legal, that might befall Jeanie. We need to have the flexibility to run Jeanie without worrying about becoming personally bankrupt.

Work Environment: Jeanie is a collective of creative and dedicated people, each with their own area of expertise and role in the company. The sections of the company include Customer Service, Shipping, Marketing, Supplier Relations and Website. Under each team leader will be a small number of employees who assist with tasks and can train under the team leaders. Jeanie is a place where woman can feel comfortable and empowered. We will create a work environment that encourages understanding and diversity.

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Location We will be mainly focused online with an office to run the website, hold meetings and serve as a warehouse. Offices will be located in the Altmayer building in Historic Downtown Savannah. The location offers office space at $23.50/SF with full service. The location gives access to SCAD students for models and interns and puts us in the middle of a vibrant and active downtown community.

Website Because we don’t have a physical store refer to Appendix (L-O).

Suppliers •

Seven of All Mankind

•

BDG

•

Levi’s

•

Lucky Brand

•

Wrangler

Products and Services Jeans are a ubiquitous clothing item. There are black jeans, blue jeans, grey jeans and all other colors under the rainbow. According to Olah Inc. the jean industry in the US is a twelve billion dollar business, estimating that around 450 million pairs of jeans are sold each year. Jeans are a very versatile clothing item. They can be dressed up for a formal look, or dressed down with a t-shirt for a day running errands around town. I believe everyone owns at least one pair of jeans.

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Jeanie is an online marketplace selling jeans of various shapes and sizes. Our main goal is to help women achieve the perfect fit. As many women know finding a good pair of jeans is not an easy task, especially when ordering online. That is why our team at Jeanie has come up with the best solution. Our motto is “Jeanie: three wishes, three sizes�. We offer women the chance to order their style of choice, then they can select the size they think their closest to, and we will send them one size smaller and one size larger. This gives women the opportunity to try on their new jeans in the privacy of their own home and see which size gives them the best fit. Once deciding which size they want to keep they can send back the other two at no cost to them.

The online shopping industry has continued to evolve over the years. The experience is ever changing with the current technologies and the ones to come in the future. At Jeanie we plan to offer online styling consultants to help personally find you the best fit for your body type.

Along with our size charts for each brand we will also use online communication technology such as Skype and image recognition we hope to be on the cutting edge with our customer service department. Offering customers personalized advice and tips to find their most flattering style.

There are also some new possibilities with the production of the denim fabric. Within the last forty years denim production shifted from ring spinning to open ended spinning to produce a better product. The open-end spun jeans are produced at a faster rate and they also have a better feel. With the gap between when that technology was produced and now there is opportunity to create the next big idea in denim production. Though Jeanie plans to sell mostly big brand names through our research we could eventually produce our very own Jeanie Jean!

Jeanie plans to provide the best online customer service fittings from the comfort of your own home. This innovative idea offers women the chance to truly find the best fit so they can feel their best. Customers no longer have to deal with the hassle of going from store to store to find JEANIE: 3 WISHES, 3 SIZES - NOVEMBER 2013

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the brand that offers them the best fit. At Jeanie with carry big brand jean retailer of all kinds giving our customers a wide variety of options. We also cater to the curvaceous ladies who might have a harder time finding their sizes. Here at Jeanie we carry extended sizes in all of our brands offering our plus sized customers a convenient shopping experience.

We plan to team up with positive body confidence charities for women such as NOW, Beautiful the Way You Are, FedUP, Girl Guiding and many more. We plan to donate a part of our proceeds to support these issues that many women face. Our main purpose is to help women feel beautiful in their skin wearing a perfectly fit pair of jeans from Jeanie. You can’t go wrong with a Jeanie team member to help you get that perfect fit. 100% satisfaction guaranteed. Feel great with what you’ve got, all you need is the right fit.

Human Resources Recruitment

The management group of Jeanie is composed of six owners, which are Sarah Bransdorfer, Adrienne Zurofsky, Oudulin Chen, Erin Melville, Nicole Jackson, and Aiyana Jackson; they are responsible for all other managers and employees, as well as screening future employees.

The management group of Jeanie will screen all applications. Jeanie will recruit managers for five departments, Customer Service, Shipping, Marketing, Supplier Relations, and Website Maintenance. For Customer Service there will be two additional employees under the manager, ten in Shipping, four in Marketing, four in Supplier Relations, and two for the Website.

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Advertisements for recruiting employees will be placed in local newspapers, such as Connect Savannah and the SCAD newspaper District. Websites such as Monster.com, craigslist will be used as well.

Selection The process of hiring for Jeanie starts with applicants filling out an application. The application will provide Jeanie with basic information, previous work history, the reasons for applying to Jeanie, technical skills, education background, and what they can do for Jeanie to make Jeanie better. After applications have been narrowed down, the applicants who pass the primary selection will get the qualification to attend the interviews. During the interview the management department of Jeanie can see if the applicant fits with the company mission or not. In addition, applicants will also need to pass a background check and provide references. After these steps the owners of Jeanie will decide whether to hire the applicant or not. Furthermore, according to the personality and all the information the applicants supplied, Jeanie will decide the position for the applicants they employed.

Orientation/Training

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When new employees come to Jeanie they are familiarized with all the stages of the company, and they will obtain an overview of how they will work every day. They are given a tour of the facilities, and introduced to the other employees regardless of whether they will be working with them on a day to day basis. Creating a cohesive and friendly working environment is a top priority at Jeanie. An employee handbook with the mission statement, code of ethics, expectations, and policies of the company, are given to every employee. [See appendices] Each new employee is paired with a veteran employee to help them learn the ropes.

Performance Appraisal and Compensation All employees, managers, and owners will be held to the same code of conduct and work ethic. All members of Jeanie are accountable to one another; the owners are responsible to one another and their employees to manage Jeanie and the money in an honest and responsible manner. All employees will be reviewed and evaluated for job performance, attendance and punctuality. [See Appendix] Employees will be compensated for their work with hourly wages beginning at [see financial] all employees will be part time. Because all the employees are part-time, Jeanie will not need to provide compensation for paid vacation, however employees will be given an unpaid two – week leave per year.

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Start-Up/Acquisition Summary The startup costs for the company will be covered by a combination personal money put in by the Chief Executive Officers and revenue generated by the company. The plan is to rent out an already standing building to be the location for our office space. The building is called the Altmayer Building and it is located on 100 Bull Street, Savannah, GA 31401. The cost to rent approximately 5,100 square feet, at $19.50 per square foot per year, is $99,450. Thankfully, the building doesn’t need to be renovated, so most of the startup costs go to buying office supplies. We will need to buy computers, a printer, phones, miscellaneous office supplies, and furniture. We estimated that we will need 16 computers for our office, and at $1,800 for a new Apple iMac, the total cost for computers will be $28,000. The average office printer that can print in color, fax, and scan is $800. We estimated that we will need 14 phones for the office, and at $50 a phone, the total cost of phones will be $700. We approximated that the average cost of miscellaneous office supplies, such as paper, ink, and pens, will cost $150 a year. We need 16 desks and chairs, and with $100 a desk and $50 a chair, the total cost is $2,400. We’re allowing an extra $480 for other pieces of furniture, such as lamps and rugs. Therefore, our total starting cost before rent is $33,330. With the cost of rent, the total cost is $132,780.

We estimate that we will be making at least 320 transactions a month. The average cost of a pair of our jeans is $97. Therefore, the total monthly income on jeans is $31,040. Our wholesale price will be 30% the manufactures retail price. As a result, our total monthly profit will be $10,331, and our yearly profit will be $123,972. We will also be charging a $10 processing fee, and from that fee will be making an additional $38,400 a year. Our packaging and shipping fees will be charged to the customer, therefore we won’t make any profit off of shipping. We will be selling 8 spaces of advertisement on our site at $100 dollars a month. The profit per click is $0.25 and we estimate an average of 700 visitors, therefore we will be making $175 a month on pays per click. Consequently, we will be making a total of $975 a month from advertising, and a total of $11,700 a year. We will be spending $1,440 a year on office supplies. Therefore our total estimated profit for the year will be $174,072 JEANIE: 3 WISHES, 3 SIZES - NOVEMBER 2013

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Marketing Analysis The online store industry is a very popular industry in the world today. The market is continuously growing as people around the world can create their own online boutiques. According to Forbes, as of September 2013, there are nearly 102,700 e-commerce retailers in the United States that are taking in at least $12,000 per year in revenue (Belicove, 2013). Also, the online site Internet Retailer states that there has been nearly a 4% increase in sales in small to mid-sized online retail business through March of this year in comparison to last year (Demery, 2012). Therefore, now is a great time to start an online business. Our market is a monopolistically competitive one because it is very easy for anyone to start his or her own online business; the barriers to entry are very low, as is the cost. Nearly anyone can create their own website and sell a product. The key to competing against other online retailers is to offer a unique and essential service.

Starting an online business comes with many strong competitors. According to the Huffington Post as of November 2012, the top three online shopping sites are ASOS, Nasty Gal, and Mr. Porter (Denomme, 2012). However, since Mr. Porter only offers men’s fashions, I’m going to be looking at the 4th most popular online store, which is Zappos. ASOS is unique in that you can buy and sell your own pre-owned vintage clothing.

Nasty Gal offers the unique service of a public “want list”, which is essentially an online wish list that you can send to friends and family. Zappos provides a LIVE HELP service that offers 24/7 support if you have any issues with the products or have any questions. These websites are all very well known, and therefore it will be difficult to compete against at first.

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However, unlike these other companies, Jeanie offers the customer the convenience of multiple sizes and suggested brands in order to ensure that they can find a fit that is right for them. While these other stores offer a variety of women’s wear, menswear, and accessories, Jeanie specializes in jeans just for women. By limiting what we supply, we are ensuring that we have the most knowledge and expertise on the items we are selling, although in the future we hope to offer articles of women’s wear.

For government regulations, Jeanie will comply with all sales tax and international online sales laws. We will learn when and how to collect sales tax online, and learn all customs laws and consumer protection laws that go with selling items internationally. We will understand all international legal and regulatory requirements.

Market Segmentation

Target Market Since Jeanie’s target customers are projected to be lower to upper class women between the ages of 16 and 30 who want to find their correct jean size in the privacy of their own home, the target market will be centered on demographic and psychographic details. Jeanie targets women since we only offer women’s cut jeans and the brands offered are targeted towards a younger audience. We expect our customers to be young women who are unsure of their jean size and are looking for an easy, hassle free way of finding the right fit.

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Place The location of Jeanie is online, and will therefore reach a global audience. In order to ship the jeans to our customers, we will be drop shipping. This means we will not be keeping the jeans in stock, but instead transfer our customer’s order to the manufacturer, who will then ship it directly to the customer. We will be drop shipping with the following companies: Levi’s, Wrangler, Lucky Brand, BDG, Urban Renewal, Joe’s Jeans, and 7 For All Mankind. The cost of shipping will be charged directly to the customer.

Promotion Jeanie will offer a unique service to young women by shipping multiple sizes of the same pair of jeans for the price of one pair in order to ensure that the customer gets their correct size. This will allow the customer to try on different sizes in the comfort and privacy of their own home.

Our customers will come back to shop with us because if they spend a certain amount of money on our website, they will receive discounts. They will also continue to shop with us because we offer a unique and essential service. For a personalized touch, we will also offer discounts to our customers on their birthday. Jeanie will not only advertise by word of mouth, but also through online advertisements. We plan to place advertisements on social networks and other websites that are commonly used by our target demographic. We will also be advertising through televised commercials, showcasing different celebrities who have used and liked our website. For a personalized touch, we will also offer discounts to our customers on their birthday. By advertising through these different mediums, we feel we will be reaching the optimal number of our target demographic.

Pricing Jeanie offers multiple brands of jeans, with a price range varying from $0 to $180. The price of the jeans will depend on the manufacturer’s wholesale price and the additional $10 service fee. The additional $10 pays for the unique service we offer. Our customers will be willing to pay it because we’re offering them two additional pairs of jeans to try on.

Payment Options

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For payment options, Jeanie will accept all major credit/debit cards and PayPal.

Market Segments [CATEGORY NAME] 20-50%

Other [PERCENTAGE]

[CATEGORY NAME] 55+%

(Example: Not accurate of Percentage)

Strategy and Implementation Now that you have described the important elements of your business, you may want to summarize your strategy for their implementation. If your business is new, prioritize the steps you must take to open your doors for business. Describe your objectives and how you intend to reach them and in what time parameters.

Planning is one of the most overlooked but most vital parts of your business plan to ensure that you are in control (as much as possible) of events and the direction in which your business moves. What planning methods will you utilize?

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Appendix Start-Up Expenses (Appendix A) Start up Office Space

$99,450

Computers

$28,800

Printers

$800

Phones

$700

Office Supplies

$150

Furniture

$2,880

Start Up Total

$132,780

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Cash Flow (Appendix B)

Employee

Hourly

Hours

CEO

$20.00

40+

Managers

$15

40+

Suppliers Relations

$12

25

Customer Service

$11

25

Warehouse Shippers

$10

25

Marketing

$13

25

Website

$13

25

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Income Projection Statement (Appendix C) Projected Income

Monthly

Yearly

Wholesale

$10,331

$123,972

Processing

$3,200

$38,400

Shipping

$2,400

$28,800

Total

$191,172

Jeanie.com Income On-Site Advertisements

$800

$9,600

Pay per Clicks

$175

$2,100

Total Website Income

$11,700

Projected Deficit Shipping

$2,400

$28,800

Office Supplies

$120

$1,440

Total Expenses

$30,240

Projected First Year Income

$172,632

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Sales Forecast (Appendix D)

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Organizational Structure (Appendix E)

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Miscellaneous Documents (Appendix F-K) Owner Bios

Sarah Bransdorfer Sarah attended the Savannah College of Art and Design as a Fashion Marketing and Management major. Sarah’s extensive background knowledge in the field of fashion was a great contribution to the Jeanie family. Her amazing technical and people skills landed her as the Customer Service Manager at Jeanie. Sarah is devoted to this company and it goal to empower and support women.

Oudulin Chen Attend Savannah College of Art and Design since 2012.Dulin is majoring Fashion Marketing and Management and doing Fashion Business or its relations are always one of her target for the future career. With the good sense and techniques in marketing plan and analysis she became a member of marketing management of Jeanie. Dulin is a hard worker in leading the marketing group planning and making the following developing strategies for Jeanie, and also design the advertising methods to help Jeanie always catching the public’s attention.

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Aiyanna Jackson Aiyana graduated from the Savannah College of Art and Design with a degree in Fashion Marketing and Management. She is an excellent leader, but an even better team member, which contributes her share in Jeanie. Her skills also play a great role in her position as CEO. She adores making the Jeanie family feel comfortable in their creative freedom throughout the company; she strives to spread the uplifting of women of all sizes.

Nicole Jackson Veron Jackson graduated from Savannah College of Art and Design with Bachelors in Fashion, Marketing and Management. She will have been working in retail for almost 10 years now and used her skill to help these other amazing women, to create this company. She hopes that she also along with managing the company, manage other stores or a Fashion line of her own.

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Erin Melville Erin attended Savannah College of Art She later switched to specify in business to help set up her future. With an eye for design she quickly became a great asset to Jeanie. Working hard to make packaging a defining element in the amazing idea behind Jenie’s concept. Erin is also great at working with people. She does a great job at keeping positive customer relationships going with our brands. Helping to keeping our shipping process smooth and keeping our tracking accurate.

Adrienne Zurofsky Adrienne attends Savannah College of Art and Design to continue her career as a story illustrator and brings a wide variety of skills in design and drawing to her work at Jeanie. Working as the website manager she is able to use her skills for Jeanie.

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Location of Warehouse (Appendix L)

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Floor Plan (Appendix M)

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Map of Location (Appendix N)

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Website (Appendix O)

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Personal Management Agreement (Appendix P) (See Work Cited Page)

This Agreement made as of the __________________ by and between __________________ professionally known as __________________ an individual (“__________________”) and __________________ (“__________________” or “Manager”), a __________________ corporation is for the personal management sources of Client by Manager based on the following terms.

1. TERM. Manager is hereby engaged as Client’s exclusive personal manager and advisor.

The agreement shall continue for __________________ (__________________) year (hereinafter the “initial term”) from the date thereof, and shall be renewed for __________________ (__________________) year periods (hereinafter “renewal period(s)”) automatically unless either party shall give written notice of termination to the other not later than __________________ (__________________) days prior to the expiration of the initial term or the then current renewal period, as applicable, subject to the terms and conditions hereof.

2. SERVICES. (a) Manager agrees during the term thereof, to advise, counsel and assist Client in connection with all matters relating to Client’s career in all branches of the entertainment industry, including, without limitation, the following: (i) in the selection of literary, artistic and career material; (ii) with respect to matters pertaining to publicity, promotion, public relations and advertising; (iii) with respect to the adoption of proper formats for the presentation of Client’s artistic talents and in determination of the proper style, mood, setting, business and characterization in keeping with Client’s talents; (iv) in the selection of artistic talent to assist, accompany or embellish Client’s artistic presentation, with regard to general practices in the entertainment industries; (v) with respect to such matters as manager may have knowledge concerning compensation and privileges extended for similar artistic values; (vi) with respect to agreements, documents and contracts for Client’s services, talents, and / or artistic, literary and musical materials, or otherwise;

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(vii) with respect to the selection, supervision and coordination of those persons, firms and corporations that may counsel, advise, procure employment, or otherwise render services to or on behalf of Artist, such as accountants, attorneys, business managers, publicists and talent agents; and (b) Manager shall be required only to render reasonable services, which are called for by this Agreement as and when reasonably requested by Client. Manager shall not be required to travel or meet with Client at any particular place or places except in Manager’s sole discretion and following arrangements for cost and expenses of such travel.

3. AUTHORITY OF MANAGER. Manager is hereby appointed Client’s exclusive, true and lawful attorney-in-fact, to do any or all of the following, for or on behalf of Client, during term of this Agreement: (a) approve and authorize any and all publicity and advertising, subject to Client’s previous approval; (b) approve and authorize the use of Client’s name, photograph, likeness, voice, sound effects, caricatures, and literary, artistic and musical materials for the purpose of advertising any and all products and services; (c) execute in Client’s name, all contracts for Client, subject to Client’s previous consent to the material terms thereof; and (d) without in any way limiting the foregoing, generally do, execute and perform any other act, deed, matter or thing whatsoever, that ought to be done on behalf of the Client by a personal manager.

4. COMMISSIONS. (a) Since the nature and extent of the success or failure of Client’s career cannot be predetermined, it is the desire of the parties hereto that Manager’s compensation shall be determined in such a manner as will permit Manager to accept the risk of failure as well as the benefit of Client’s success. Therefore, as compensation for Manager’s services, Client shall pay Manager, throughout the full term hereof, as when received by Client, the following percentages of Client’s gross earnings (hereinfafter referred to as the “Commission”): (i) __________________ percent (__________________%) of Client’s gross earnings received in connection with Client providing their services as an entertainer within any aspect of the entertainment industry during the term hereof;

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(ii) __________________ percent (__________________%) of the Client’s gross earnings from live appearances; (iii) __________________ percent (__________________%) of the Client’s gross earnings derived from any and all of Client’s activities in connection with music publishing, or the licensing or assignment of any compositions composed by Client alone or in collaboration with others (it being understood that no commissions shall be taken with respect to any compositions that are the subject of any separate music publishing agreement between Client and Manager). (b) The term “gross earnings” as used herein shall mean and include any and all gross monies or other consideration which Client may receive, acquire, become entitled to, or which may be payable to Client, or on Client’s behalf, directly or indirectly (without any exclusion or deduction) as a result of Client’s activities in the entertainment industry, whether as a performer, actor, host, spokeswoman writer, singer, musician, composer, publisher, or artist. (c) Manager shall be entitled to receive his full commission as provided herein in perpetuity on Client’s gross earnings derived from any agreements entered into during the term of this agreement, notwithstanding the prior termination of this agreement for any reason. Client also agrees to pay Manager the commission following the term hereof upon and with respect to all of Client’s gross earnings received after the expiration of the term hereof but derived from any and all employments, engagements, contracts, agreements and activities, negotiated, entered into, commenced or performed during the term hereof relating to any of the foregoing, and upon any and all extensions, renewals and substations thereof and therefore, and upon any resumptions of such employments, engagements, contracts, agreements and activities which may have been discontinued during the term hereof and resumed within __________________ (__________________) year thereafter; (d) Manager is hereby authorized to receive, on Client’s behalf, all “gross monies and other considerations” and to deposit all such funds into a separate trust account in a bank or savings and loan association. Manager shall have the right to withdraw from such account all expenses and commissions to which Manager is entitled hereunder and shall remit the balance to Client or as Client shall direct. Notwithstanding the foregoing, Client may, at any time, require all “gross monies or other considerations” to be paid to a third party, provided that such party shall irrevocably be directed in writing to pay Manager to pay Manager all expenses and commissions due hereunder. (e) The term “gross monies or other considerations” as used herein shall include, without limitation, salaries, earnings, fees, royalties, gifts, bonuses, share of profit and other JEANIE: 3 WISHES, 3 SIZES - NOVEMBER 2013

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participations, shares of stock, partnership interests, percentages music related income, earned or received directly or indirectly by Client or Client’s heirs, executors, administrators or assigns, or by any other person, firm or corporation on Client’s behalf. Should Client be required to make any payment for such interest, Manager will pay Manager’s percentage share of such payment, unless Manager elects not to acquire Manager’s percentage of thereof.

5. LOANS AND ADVANCES. Manager will make loans or advances to Client or for Client’s account and incur some expenses on Client’s behalf for the furtherance of Client’s career in amounts to be determined solely by Manager in Manager’s best, good faith business judgment. Client hereby authorizes Manager to recoup and retain the amount of any such loans, advances and / or expenses, including, without limitation, transportation and living expenses while traveling, promotion and publicity expenses, and all other reasonable and necessary expenses, from any sums Manager may receive on behalf of Client, including, without limitation, long-distance calls, travel expenses, messenger services and postage and delivery costs. Manager shall provide Client with monthly statements of all expenses incurred hereunder and Manager shall be reimbursed by Client within __________________ (__________________) days of receipt by Client of any such statement. Notwithstanding the foregoing, any loans, advances or payment of expenses by Manager hereunder shall not be recoupable by Manager hereunder until Client has earned revenue in the entertainment industry and there is sufficient such revenue to so recoup, repay and compensate Manager without causing Client hardship or leaving insufficient ufnds for Client to pursue his career.

6. NONEXCLUSIVITY. Manager’s services hereunder are not exclusive. Manager shall at all times be free to perform the same or similar services for others, as well as to engage in any and all other business activities.

7. CLIENT’S CAREER. Client agrees at all times to pursue Client’s career in a manner consistent with Client’s values, goals, philosophy and disposition and to do all things necessary and desirable to promote such career and earnings therefrom. Client shall at all times utilize proper theatrical and other employment agencies to obtain engagements and employment for Client. Client shall consult with Manager regarding all offers of employment inquires concerning Client’s services. Client shall not, without Manager’s prior written approval, engage any other person firm or corporation to render any services of the kind required of Manager hereunder or which Manager is permitted to perform hereunder.

8. ADVERTISING. During the term hereof, Manager shall have the exclusive right to advertise and publicize Manager as Client’s personal manager and representative with respect to all aspects of the entertainment industry.

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9. AGENT. Client understands that Manager is not licensed as a “talent agency” and that this agreement shall remain; in full force and effect subject to any applicable regulations established by the Labor Commissioner of __________________, and Client agrees to modify this agreement to the extent necessary to comply with any such laws.

10. ENTIRE AGREEMENT. This constitutes the entire agreement between Client and Manager relating to the subject matter hereof. This agreement shall be subject to and construed in accordance with the laws of the state of __________________ applicable to agreements entered into and fully performed therein. A waiver by either party hereto or a breach of any provision herein shall not be deemed a waiver of any subsequent breach, nor a permanent modification of such provision. Each party acknowledges that no statement, promise or inducement has been made to such party, except as expressly provided for herein. This agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing, singed by the party against whom enforcement of the change, modification or waiver is sought. As used in this agreement, the word “Client shall include any corporation owned (partially or wholly) or controlled (directly or indirectly) by Client and Client agrees to cause any such corporation to enter into an agreement with Manager of the same terms and conditions contained herein.

11. LEGALITY. Nothing contained in this agreement shall be construed to require the commission of any act contrary to law. Whenever there is any conflict between any provision of this agreement and any material law, contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the provisions of this agreement affected shall be curtailed and restricted only to the extent necessary to bring them within such legal requirements, and only during the time such conflict exists.

12. CONFLICTING INTERESTS. From time to time during the term of this agreement, acting alone or in association with others, Manager may package an entertainment program in which the Client is employed as a Client, or Manager may act as the entrepreneur, partner or promoter of any entertainment program in which Client is employed by Manager or Manager may employ Client in connection with the production of phonograph records, or as a songwriter, composer or arranger. Such activity on Manager’s part shall not be deemed to be a breach of this agreement or of Manager’s obligations and duties to Client. However, Manager shall not be entitled to the commission in connection with any gross earnings derived by Client from any employment or agreement whereunder Client is employed by Manager, or by the firm, person or corporation represented by Manager as the package agent of the entertainment program in which Client is so employed; and Manager shall not be entitled to the commission in connection with any gross earnings derived by Client from the sale, license or grant of any literary rights to Manager or any person, firm or corporation JEANIE: 3 WISHES, 3 SIZES - NOVEMBER 2013

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owned or controlled by Manager. Nothing in this agreement shall be construed to excuse Client from the payment of the commission upon gross earnings derived by Client from Client’s employment or sale, license or grant of rights in connection with any entertainment program, phonograph record, or other matter, merely because Manager is also employed in connections therewith as a producer, director, conductor or in some other management or supervisory capacity, but not as Client’s employer, grantee or licensee.

13. SCOPE. This agreement shall not be construed to create a partnership between the parties. Each party is acting hereunder as an independent contractor. Manager may appoint or engage any other persons, firms or corporations, throughout the world, in Manager’s discretion, to perform any of the services which Manager has agreed to perform hereunder except that Manager may delegate all of his duties only with Client’s written consent.

Manager’s services hereunder are not exclusive to Client and Manager shall at all times be free to perform the same or similar services for others as well as to engage in any and all other business activities. Manager shall only be required to render reasonable services that are provided for herein as and when reasonably request by Client. Manager shall not be deemed to be in breach of this agreement unless and until Client shall first have given Manager written notice describing the exact service that Client requires on Manager’s party and then only if Manager is in fact required to render such services hereunder, and if Manager shall thereafter have failed for a period of __________________ (__________________) consecutive days to commence the rendition of the particular service required.

14. ASSIGNMENT. Manager shall have the right to assign this agreement to any and all of Manager’s rights hereunder, or delegate any and all of Manager’s duties to any individual, firm or corporation with the written approval of Client, and this agreement shall inure to the benefit of Manager’s successors and assigns, provided that Manager shall always be primarily responsible for rendering of managerial services, and may not delegate all of his duties without Client’s written consent. This agreement is personal to Client, and Client shall not assign this agreement or any portion, and any such purported assignment shall be void.

15. NOTICE. All notices to be given to any of the parties hereto shall be addressed to the respective party at the applicable address as follows: If to Client: ______________________ ______________________ ______________________ ______________________ ______________________email JEANIE: 3 WISHES, 3 SIZES - NOVEMBER 2013

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If to Manager: ______________________ ______________________ ______________________ ______________________ ______________________email All notices shall be in writing and shall be served by electronic mail, mail or telegraph, all charges prepaid. The date of mailing or of deposit in a telegraphy office, which ever shall be first, shall be deemed the date such notice is effective.

16. CLIENT’S WARRANTIES. Client is over the age of eighteen, free to enter into this agreement, and has not heretofore made and will not hereafter enter into or accept any engagement, commitment or agreement with any person, firm or corporation which will, can or may interfere with the full and faithful performance by Client of the covenants, terms and conditions of this agreement to performed by Client or interfere with Manager’s full enjoyment of Manager’s right sand privileges hereunder. Client warrants that Client has, as of the date hereof, no commitment, engagement or agreement requiring Client to render services or preventing Client from rendering services (including, but not limited to, restrictions on specific musical compositions) or respecting the disposition of any rights which Client has or may hereafter acquire in any musical composition or creation, and acknowledges that Client’s talents and abilities are exceptional, extraordinary and unique, the loss of which cannot be compensated for by money.

17. ARBITRATION. In the event of any dispute under or relating to the terms of this agreement or any breach thereof, it is agreed that the same shall be submitted to arbitration by the American Arbitration Association in __________________, __________________ in accordance with the rules promulgated by said association and judgment uon any award rendered be entered in any court having jurisdiction thereof. Any arbitration shall be held in __________________ County, __________________. In the event of arbitration arising from or out of this agreement or the relationship of the parties created hereby, the trier thereof may award to any party any reasonable attorneys’ fees and other costs incurred in connection therewith. Any litigation by Manager or Client arising from or out of this agreement shall be brought in __________________, County, __________________.

IN WITNESS WHEREOF, the parties hereto have signed this agreement as of the date hereinabove set forth.

CLIENT MANAGER

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_________________________ _________________________ __________________ __________________.

Pka: “__________________” __________________ SSN:_____________________ __________________

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Letter of Intent (Appendix Q) (See Work Cited Page)

LETTER OF INTENT

[Date] ______[Title and Name]__________ ______[Address]________________ ______________________________ ______________________________ Dear _____________: This letter confirms your and our mutual intentions with respect to the potential transaction described herein between ___________ (“Buyer”) and _______________ (“Seller”). This document, in and of itself, does not represent an enforceable legal contract.

1. Terms. The principal terms of the proposed transaction would be substantially as follows: (a) Real and Effective Acquisition. Buyer would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its software development business, including, without limitation: (i) the ________________ software, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. (b) Consideration. The aggregate consideration for the assets and business to be purchased would be $____________; provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $0, as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles. (c) Due Diligence Review. Promptly following the execution of this letter of intent, you will allow us to complete our examination of your financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by us as a result thereof will be maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated __________________ (the “Confidentiality Agreement”). The parties will cooperate to complete due diligence expeditiously.

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(d) Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement arising during the course of negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties. (e) Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to having conducted your business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in your business, financial condition or prospects. (f) Continuation of Employment. Simultaneously with the execution of the Purchase Agreement, we would offer employment to substantially all of Seller’s employees and would expect the management team to use its reasonable best efforts to assist us to employ these individuals. (g) Expediency. All parties would use all reasonable efforts to complete and sign the Purchase Agreement on or before __________________ and to close the transaction as promptly as practicable thereafter.

2. Expenses. You and we will pay our respective expenses incident to this letter of intent, the Purchase Agreement and the transactions contemplated hereby and thereby.

3. Public Announcements. Neither you nor we will make any announcement of the proposed transaction contemplated by this letter of intent prior to the execution of the Purchase Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict in any respect your or our ability to communicate information concerning this letter of intent and the transactions contemplated hereby to your and our, and your and our respective affiliates’, officers, directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this letter of intent.

4. Broker’s Fees. All parties have represented to each other that no brokers or finders have been employed who would be entitled to a fee by reason of the transaction contemplated by this letter of intent.

5. Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummate, the transaction contemplated hereby, you agree that for a period of [45] days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than us, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all JEANIE: 3 WISHES, 3 SIZES - NOVEMBER 2013

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or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and our representatives.

6. Miscellaneous. This letter shall be governed by the substantive laws of the State of [YOUR STATE] without regard to conflict of law principles. This letter constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter may be amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter. This letter shall be construed according to its fair meaning and not strictly for or against either party.

7. No Binding Obligation. Except for Sections 1(c) and 2 through 6, THIS LETTER OF INTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LETTER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT. The Confidentiality Agreement is hereby ratified and confirmed as a separate agreement between the parties thereto.

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If the foregoing terms and conditions are acceptable to you, please so indicate by initialing each page and signing the enclosed copy of this letter and returning it to the attention of the undersigned.

Sincerely, [Buyer] By: Title:

___________________________

ACCEPTED AND AGREED [Seller] By: Title:

______________________________

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Work Cited Page •

Denomme, J. (2012, NOVEMBER 01). Top 10 online shopping sites. Retrieved from http://www.huffingtonpost.ca/2012/10/26/top-online-shoppingsites_n_2025607.html

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Belicove, M. (2013, September 18). How many u.s.-based online retail stores are on the internet?.Forbes, Retrieved from http://www.forbes.com/sites/mikalbelicove/2013/09/18/how-many-u-s- basedonline-retail-stores-are-on-the-internet/

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Demery, P. (2012, April 11). Online consumers are placing fewer but larger orders. o Retrieved from http://www.internetretailer.com/2012/04/11/onlineconsumers-are-placing-fewer-larger-orders

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http://www.entrepreneur.com/formnet/form/915

• http://www.entrepreneur.com/formnet/form/1026 (APA did not work with this site because of sample documents)

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