SOW NOITTIVONNE

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

SCOPE OF WORK SERVICES Under this Agreement, CONTRACTOR agrees to provide the following professional services to Noitovonne: Overview of Work: CONTRACTOR shall provide the outlined services during the period of December 2019 thru November 2020. There will be 3 different opportunities: 1. Participation in NOITOVNNE sponsored events 2. Dakar/Valence Produced Master Class – February 2020 3. Mobile World Congress LA, October 2020

Project Scope This SOW covers the following activities and deliverables depending upon the events you are interested in:

1. Participation in NOITOVNNE LACI, Incubator Placement NOITOVNNE Vendor Opportunities

2. Dakar/Valence Master Class (February 2020- April 2020)

Deliverable: Master Class will bring together 100 Instructional Leaders and rethink startup and workforce strategies in STEM Focused careers.

Schedule Participation in NOITOVNNE

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

Task

Finish Date

Event

12/27/2020

Report Results

1/09/2020

Dakar/Valence Master Class ( April 2020) Task

Finish Date

Finalize Date and Venue

01/15/2020

Invitations to Participants

01/25/2020

Material Finalization

02/10/2020

Run thru (one week before event)

Event

Report Results (two weeks after event)

Mobile World Congress presence (October, 2020)

Task

Finish Date

Planning aggregation of efforts for LA Stakeholders

August, 2020

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

Pricing All costs listed below are based on the scope and assumptions included in this Statement of Work.

Participation in NOITOVNNE Sponsored Activities(2020) Item

Price

Cost Structure

TOTAL

$xxxxxx

Dakar/Valence Master Class ( 2020) Item

Price

Cost Structure

TOTAL

$xxxxxx

Mobile World Congress (2020) Item

Price

Cost Structure

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

TOTAL

$xxxxxx

Payment terms would be $ in retainer and $acceptance.

Key Assumptions This agreement is based on the following assumptions that approval will be complete by January 1st, 2020 Acceptance

CONTRACTOR: Specific duties shall include: 1. Work with NOITOVONNE to conduct a 360-degree review/program assessment of small business enterprise opportunities. A written report, in a form and in detail satisfactory to NOITOVNNE that includes strategies, measurable goals and recommendations for sustained support of NOITOVNNE business development goals, such as NOITOVNNE events, placement in LACI Incubator, and speaking engagements. 2. Analytics will be delivered at the completion of the review. The report will also include recommendations for: (a) program and support activities for targeted student population. (b) curating all data and content that will be shard with NOITOVNNE (c) partnerships and collaborations (d) recruitment and lead generation for NOITOVNNE partners, such as LADWP, Destination Crenshaw, Destination Inglewood.

3. Small Business Enterprise Completion – At the direction and pleasure of NOITOVNNE, but not less than monthly engage NOITOVNNE staff to review measurables and milestones.

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

4. Disclaimers: NOITOVNNE will not be liable for the following expenses and costs, it being agreed that CONTRACTOR shall pay for all those items listed below: Federal, State, or Local Taxes; Agents’ commissions or other expenses or obligations; Damages to CONTRACTOR’S equipment or materials; Compensation for any lost or stolen equipment or materials whatsoever; Workers compensation or other insurance; and Any expenses not approved in advance and in writing by NOITOVNNE CONTRACTOR agrees to indemnify and hold NOITOVNNE harmless from all such costs and liabilities, arising out of the services performed under this Agreement, and understands and agrees that ODMEO will not provide any insurance or other coverage for CONTRACTOR. 5. Modification: Neither party may modify this agreement without the prior written consent of the other party.

6. CONTRACTOR”S work under this agreement including, but not limited to “Scope of Work,” is a “work made for hire” for purposes of the copyright laws of the United States and any foreign countries, and ownership of the work and title to any subject copyright shall vest with NOITOVNNE. 7. Notices: Any notice required under this Agreement shall be in writing and may either be given by personal delivery or sent by regular mail addressed to the following: Notice shall be deemed to be received upon presentment to the other party or upon three (3) days after mailing, if mailed postage prepaid by regular mail at the address set forth above for the respective party or at such changed address as may be subsequently submitted by written notice of either party.

8. Conflict of Interest: CONTRACTOR assures that to the best of CONTRACTOR’S knowledge there exists no conflict of interest and every interest and effort will be made to avoid the appearance of conflict of interest between CONRACTOR, CONTACTOR’S family, business, or financial interest and the services provided under this Agreement. Should this situation change during the time of this Agreement, the CONTRACTOR will advise ODMEO of such change.

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

9. Choice of Law and Venue: The laws of the state of California shall be used to govern and construe the terms of this Agreement and venue for all actions and proceedings shall be in Los Angeles, County, ENCINO, Ca. 10. Integration: This document represents the entire agreement between ODMEO and CONTRACTOR. 11. Execution: This Agreement must be executed by CONTRACTOR and ODMEO as a condition of CONTRACOTR receiving any payment arising out of this Agreement.

12. Confidentiality: CONTRACTOR shall maintain in confidence all Confidential Information disclosed to it by NOITIVONNE. Confidential information means the terms of the Agreement and programmatic, educational, business, technical, marketing, financial, employee, planning, and other confidential or proprietary information. CONTRACTOR will be allowed to disclose Confidential Information of NOITIVONNE to the extent that such disclosure is (i) approved in writing by NOITIVONNE, (ii) necessary for the CONTRACTOR to enforce its rights under this Agreement, or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the CONTRACTOR notifies ODMEO of such required disclosure promptly and in writing and cooperates with NOITIVONNE, at NOITIVONNE’S request and expense, in any lawful action to contest or limit the scope of such required disclosure.

Payment: NOITOVNNE shall pay the CONTRACTOR based on a detailed statement of activity, submitted monthly and payable at a rate of $XXX per hour and not to exceed $XX,XXX during the term of this Agreement. Expenses, including travel, will be reimbursed after agreement and approval by NOITOVNNE and in accordance with NOITOVNNE policy.

Term: The term of this Agreement is from December 28th, 2019 through November 2020 unless sooner terminated as provided for herein. It is the agreement and understanding of both parties that the written report as described within this Scope of Work will be completed to NOITOVNNE's satisfaction and submitted to NOITIVONNE not later than January 1st, 2020 or earlier.

Agreement For Professional Services To The Office of Diversity Management and Equal Opportunity

As to NOITOVNNE: Lael Alexander

As to CONTRACTOR: CEO Dakar Interactive Kevin Clark 17838 Erwin Encino, Ca 91304

_____________________________________

_______________

Lael Alexander , President

Date

_____________________________________

_________________

Kevin Clark

Date

NOITOVNNE

Dakar Interactive (CONTRACTOR)