UNKUTDOPE!

CONSULTING AGREEMENT
This Consulting Agreement is being entered into by IMPERIAL GROUP, LLC D/B/A
UNKUTDOPE (hereinafter referred to as UKD) and The Artbidextrous Group, LLC D/B/A JT

16 day of
Creative Consulting ( collectively referred to herein as Consultant) this ____
September 2015.
______________,
1. Term.
The term of this Agreement shall commence on the date of its full execution and continue for a
period of 6 consecutive months. Additional terms may be negotiated and at the discretion of UKD.
Any and all additional terms or extensions of this Agreement must be made in writing and executed
by both parties. Any modification to this Agreement must also be made in writing and executed by
both parties. UKD may terminate this Agreement at any time without cause and at its sole discretion.

2. Scope of Work.
Consultant will provide design creation, editing, and production services to UKD, in consultation
with UKD. Consultant will deliver a total of seven (7) designs at the direction of UKD, deliverable
at the written request of UKD. Consultant agrees to perform such services under the direction and at
the discretion of UKD. All design editing shall be at UKDs sole discretion. Consultant agrees to
perform work on a contractual basis, and in accordance with the terms of this Consulting Agreement.
3. Compensation.
Compensation to Consultant shall be in the form twenty percent (20 %) of net revenues received
from sales of products which bear consultants designs.
3. Independent Contractor Relationship.
Consultant's relationship with UKD will be that of an independent contractor, and nothing in this
Consulting Agreement is intended to, or should be construed to, create a partnership, agency, joint
venture, or employment relationship. No part of Consultants compensation will be subject to

withholding by UKD for the payment of any social security, federal, state, or any other employee
payroll taxes.
4. Ownership of Work Product.
Consultant agrees that all work product developed by it alone or in conjunction with UKD or UKDs
personnel or affiliates, or any other individuals, in connection with the performance of services
pursuant to this Consulting Agreement is and shall be the sole property of UKD, and Consultant shall
retain no ownership, interest, or rights therein. Work product includes but is not limited to designs,
taglines, logos, promotional materials, and marketing content. Consultant, may, at UKDs discretion
and with UKDs written permission, include any design created pursuant to this agreement to
Consultants own portfolio, website, advertisements, magazine articles and/or books.

5. Confidentiality.
5.1 Confidential Information.
"CONFIDENTIAL INFORMATION" as used in this Agreement shall mean any and all technical
and nontechnical information including copyright, trade secret, proprietary information, computer
files, audio and visual recordings and information related to the past, current, future, and proposed
services of UKD and includes, without limitation, UKD property, and UKDs information
concerning its

clientele

and

affiliates,

research,

financial

information,

purchasing,

sales

and merchandising, and marketing plans and information.

5.2 Nondisclosure and Nonuse Obligations.
Consultant agrees to protect the confidentiality of all Confidential Information and, except as
permitted in this section, Consultant shall neither use nor disclose the Confidential Information.
Consultant may use the Confidential Information solely to perform consulting services under
this Agreement for the sole benefit of UKD.
6. General Provisions.
6.1 Governing Law.
This Consulting Agreement shall be governed in all respects by the laws of the United States of
America and by the laws of the State of Maryland. Each of the parties irrevocably consents to the

exclusive personal jurisdiction of the federal and state courts located in Maryland, as applicable, for
any matter arising out of or relating to this Agreement.
6.2 Severability.
If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a)
that provision shall be deemed amended to achieve as nearly as possible the same economic effect as
the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of
this Consulting Agreement shall not be affected or impaired thereby.
6.3 Injunctive Relief for Breach.
Consultant agrees that its obligations under this Agreement are of a unique character that gives them
particular value; Consultant's breach of any of such obligations will result in irreparable and
continuing damage to UKD for which there will be no adequate remedy at law; and, in the event of
such breach, UKD will be entitled to injunctive relief and/or a decree for specific performance, and
such other and further relief as may be proper, including monetary damages if appropriate.
_______________________
The Imperial Group LLC D/B/A
UNKUTDOPE
By Etienne Tolbert

__________________________
Date

9/16/15
_______________________
Date

_______________________
Artbidextrous Group LLC D/B/A
JT Creative Consulting
By Jewel A. Tolbert