MADE FOR MORE RETREATS LLC

Representation Agreement-Individual

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This Representation Agreement (the “Agreement”) is made as of the last date of execution on the signature page below (“Effective Date”) by and between Made for More Retreats LLC, having a principal place of business located at 7400 Annette Cove, Austin TX 78724 (the “Company”), and Nate Illingsworth, having a principal place of business at the address indicated on the signature page below (the “Creator”, and collectively with Company, the “Parties” and each a “Party”)

 

1. Services.

1.1. Creator retains Company, and Company agrees to be retained by Creator, as Creator‘s sole and exclusive representative to advise, counsel and assist Creator with negotiations, procurements, executions and related actions in connection with any brand related contracts, marketing contracts, endorsement agreements, sponsorship agreements, personal appearances and other brand and promotional engagements to which Creator becomes a party on or after the Effective Date of this Agreement (each, a "Creator Transaction" and collectively, the "Creator Transactions").

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1.2. Upon Creator’s request, Company shall provide, or provide referrals to third parties who

may provide, supplementary services to Creator, including, without limitation, legal, administrative, tax,

financial services and other supplementary services. If Company provides any such supplementary

services to Creator, Creator shall pay to Company such fees as may be agreed to by Company and

Creator. If Company provides third party referrals for any such supplementary services and Creator

contracts with any such third parties, Creator shall be responsible for any fees due to such third parties

in connection with the provision of such supplementary services.

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2. Compensation and Collection.

2.1 Unless otherwise agreed in writing by the Parties, Creator shall pay Company a commission

(“Company Fee”) on the schedule set forth 3 months from the signed date below, based on Creator’s Gross Compensation (as defined below) or other consideration received, credited or recovered (based on claims asserted by Creator) by Creator based on Creator Transactions:

• $0-49,999 Creator Monthly Net Income - 20% of all Compensation paid to Creator

• $50,000-99,999 Creator Monthly Net Income - 25% of all Compensation paid to Creator

• $100,000 and above Creator Monthly Net Income - 27% of all Compensation paid to Creator​

 

Gross Compensation includes, without limitation, salaries, earnings, fees, royalties (from any

media source), gifts, bonuses, shares of stock, shares of profit, partnership interests, and the total

amount paid to Creator for any Creator Transactions, that is earned or received by Creator or by

Creator’s heirs, executors, administrators, or assigns, or any other person, firm, or corporation on

Creator’s behalf. If Creator receives, as all or part of his, her or its compensation for Creator

Transactions, an interest in or the right to buy an interest in the entity, the Creator Fee will apply to that

interest and Company will be entitled to its percentage share of that interest.

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The Parties shall work together to transfer to Company any entity interest owed to Company by

Creator and to reach agreement on the valuation of any non-monetary Company Fee. The Parties shall

use the dispute resolution process in Section 14 of this Agreement if they are unable to so reach

agreement.

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The Company Fee shall be paid to Company, irrespective of the amount of work (if any) put into

the procurement, negotiation and execution of such Creator Transaction by Company. If Creator

willfully defaults a Creator Transaction resulting in a reduction in the renumeration otherwise due to

Creator, or if the Creator terminates without cause a Creator Transaction, Creator shall pay to Company

the full Company Fee that would have been due to Company if such willful default or termination had

not occurred.

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2.2. Creator grants Company the authority (but not the obligation) to demand all amounts due

and payable to Creator in connection with each Creator Transaction. In connection therewith, with the

prior consent of Creator, which consent shall not be unreasonably withheld or delayed, Company shall

have the authority (but not the obligation) to institute legal proceedings on behalf of Creator for the

collection of unpaid remuneration due to Creator.

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2.3. Company shall account for all gross and net Creator Transaction activity per month in a

detailed monthly statement, including the Company Fee and other amounts then due to Company.

Company shall invoice Creator for the amounts owed to the Company (and provide to Creator a detailed

monthly statement) within 5 business days of month end. Creator shall be entitled to review the

detailed monthly statements and invoiced amounts by Company before approval. Creator shall, upon

approval, and within ten business days of receipt of the invoice, pay Company.

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2.4. Except as otherwise provided in this agreement, all monetary amounts referred to in this

Agreement are in USD (US Dollars).

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3. Exclusivity.

3.1 Company shall be Creator’s exclusive manager to advise, counsel and assist

Creator in all respects in relation with Creator Transactions. Creator agrees to seek such services solely

and exclusively from Company and not to engage any other representative to render similar services

during the term of this Agreement without the prior written consent of Company. If Company provides

such written consent, Company shall be entitled to the Company Fee in connection with any Creator

Transactions which may arise from the efforts of such other representative unless otherwise agreed to

in writing by Company. The territory covered by this Agreement and subject to this exclusivity is the

entire world. This Section is a material inducement to Company entering into this Agreement.

 

3.2. Company's services under this Agreement are not exclusive. Company shall at all time have

the right to render the same or similar services to other Creators and persons whose talents may be

similar to or may be in competition with Creator, or to have and pursue business interests which may be

similar to those of Creator, as well as engage in any and all other business activities. Moreover,

Company is not required to devote the entire time of Company or the entire time of any of Company's

employees to Creator's affairs, and Company may, at any time, delegate its powers and responsibilities

hereunder to others in Company's employ in its discretion.

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4. Term.

4.1. The term of this Agreement shall commence on the Effective Date hereof and shall continue in full force and effect for a period of six (6) months unless sooner terminated as provided herein (the "Initial Period"). Upon expiration of the Initial Period, this Agreement shall automatically renew in successive one (1) year increments (each a "Renewal Period" and collectively, the "Renewal Periods") unless either Party provides written notice to the other Party of its intent not to renew at least thirty (30) days prior to the expiration of the Initial Period or the then current Renewal Period.

 

5. Termination.

5.1 Termination by Company.

(a) Company may terminate this Agreement if Creator materially breaches this Agreement and fails to cure such material breach within fifteen (15) days after receipt of written notice of such material breach from Company.

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(b) Notwithstanding Section 5 .1 (a). Company shall have the right to terminate this Agreement immediately without prior written notice upon the occurrence of any of the following events: (A) Creator shall have committed an act of misconduct (illegal or otherwise) in the reasonable estimation of the Company or shall have been charged with any act which constitutes a felony under the laws of any foreign or domestic federal, state or local

governmental authority; or (B) for any other reason, if, in the reasonable estimation of Company, the continued existence or performance of this Agreement could damage or bring into disrepute the business, reputation or goodwill of Company.

 

5.2. Termination by Creator.

Creator may terminate this Agreement if Company materially breaches this Agreement and fails to cure such material breach within fifteen (15) days after receipt of written notice of such material breach from Creator.

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5.3. Effect of Termination. After termination of this Agreement, Creator shall pay Company all Company Fees in connection with all Creator Transactions in existence as of the effective date of such termination, for the duration of the term of such Creator Transactions. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

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6. Costs and Expenses.

Company shall be entitled to collect all reasonable costs and expenses incurred by Company in connection with the Creator Transactions from amounts owed to Creator pursuant to Sections 2.2 and 2.3. Alternatively, Creator shall promptly reimburse Company for all reasonable costs and expenses incurred by Company in connection with the Creator Transactions. Without limiting the foregoing, any costs and expenses of Company which should reasonably be expected to exceed $100 shall require the prior approval of Creator. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

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7. Representations and Warranties.

Creator represents and warrants that (a) Creator is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement and (b) his, her, or its performance of all the terms of this Agreement will not breach any agreement to which Creator is a party, including any exclusivity provision thereof.

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8. Assignment Delegation.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Company may assign this Agreement and delegate the performance of any of its obligations hereunder without written notice to Creator. Creator may not assign this Agreement or any of its rights hereunder or delegate the performance of any of its obligations hereunder, without the prior written consent of Company, which consent may be unilaterally withheld by Company in its sole discretion.

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9. Independent Counsel.

Each Party hereby acknowledges that it has sought or has had the opportunity to seek independent legal counsel with respect to this Agreement. By executing this Agreement, each Party acknowledges that he, she or it has engaged independent counsel to review the terms and conditions of this Agreement or that he, she or it has independently chosen not to engage counsel to represent him, her or it in this matter.

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10. Construction and Interpretation.

Should any provision of this Agreement require interpretation in connection with a dispute, the Parties hereto agree that the person(s) interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one Party by reason of the rule of construction that a document is to be more strictly construed against the Party that itself, or through its representatives, prepared the same, and it is expressly acknowledged and agreed that the Parties and each of their representatives, legal or otherwise, have participated in the preparation hereof.

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11. Severability.

The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses or section or sections had not been inserted.

 

If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will

be considered to be reduced to a period or area which would cure such invalidity.

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12. Confidentiality.

The content of this Agreement is confidential and shall not be divulged to any third party (except for the Parties’ attorneys, agents, and professional advisors) without the other Party’s prior written consent, unless otherwise required by law. All information received by a party (“Receiving Party”) while performing services under this Agreement related to the other party (“Disclosing Party”) shall be kept in the strictest confidence, and the Receiving Party will not disclose it by any means to any person (except for such Party’s attorneys, agents, and professional advisors) except with the Disclosing Party’s written approval, and only to the extent necessary to perform the Services under this Agreement. This requirement of confidentiality shall survive the termination of this Agreement, and it also applies to each Party’s employees, agents, advisors and subcontractors (as

applicable). On termination of this Agreement, each Party will return any confidential information in

such Party’s possession or that is accessible to such Party to the other Party.

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12.1 Company Confidentiality

The Company agrees to maintain the confidentiality of all proprietary and confidential information that is received, accessed, or acquired during the course of its duties, whether directly or indirectly, from the Creator, including but not limited to information contained in emails, documents, communications, or any other medium ("Confidential Information"). The Company agrees not to disclose, share, or use any such Confidential Information for any purpose other than in the performance of its duties under this agreement, without the prior written consent of the Creator.

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The Company further agrees not to copy, distribute, or otherwise make any Confidential Information available to any third party, except as required by law or authorized in writing by the Creator. The Company acknowledges that any unauthorized disclosure or use of Confidential Information may result in significant harm to the Creator, for which the Company may be held liable.

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Upon termination of this Agreement, the Company agrees to immediately return or destroy all Confidential Information in its possession and certifies that it will not retain any copies of such information in any form.

This confidentiality obligation shall survive the termination of this Agreement.

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13. Supersedes.

This Agreement supersedes any and all agreements, either oral or written, between

the Parties with respect to the subject matter hereof. Each Party to this Agreement acknowledges that no representations, inducements, promise, or agreements, orally or otherwise, have been made by any

Party, or anyone acting on behalf of any Party, which are not contained in this Agreement, and that no

other agreement, statement or promise not contained in this Agreement will be valid or binding. Any

modification of this Agreement will be effective only if it is in a writing signed by the Party to be charged.

 

14. Disputes.

If the Parties have any dispute relating to or arising out of this Agreement, the Parties

agree to follow the following dispute resolution process. First, the Parties will use their best efforts to

resolve the dispute through in-person discussions with or without the presence of legal counsel in Austin, TX. The Parties’ obligation to engage in these in-person discussions is a predicate to proceeding

to step two in the dispute resolution process. Second, if in-person discussions do not resolve the

dispute, the Parties agree to submit the dispute to be resolved by binding arbitration in Austin, TX.

Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association

or like organization, as mutually agreed, and any judgment upon the award may be entered in any court

having jurisdiction. The arbitrator shall allow reasonable discovery, but shall control the amount and

scope of discovery by limiting discovery only to matters that will ultimately be admissible. The

arbitration shall be conducted by an arbitrator with at least ten years’ experience in commercial

disputes, who shall have the power to hear motions, control discovery, conduct hearings and do all that

is necessary to resolve the matter. The Parties shall endeavor to mutually agree on the arbitrator. If the

parties cannot agree on the arbitrator after their best efforts, an arbitrator from AAA will be selected

pursuant to AAA rules. The arbitration will be decided upon a written decision of the arbitrator stating

the essential findings and conclusions upon which the award is based. The arbitrator shall have the

authority to award damages, if any, to the extent that they are available under the Agreement and

under applicable law(s). The arbitrator shall award reasonable attorneys' fees to the prevailing party, as

the arbitrator deems appropriate. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE RIGHT TO A

TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT IT MAY BE WAIVED. EACH PARTY, AFTER

CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,

KNOWINGLY AND VOLUNTARILY, AND FOR THEIR BENEFIT WAIVES ANY RIGHT TO A TRIAL BY JURY IN

THE EVENT OF ANY DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT.

 

15. Counterparts.

This Agreement may be executed in as many counterparts as necessary or convenient, and by the different Parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.

 

[Signature Page Below]

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IN WITNESS WHEREOF, the undersigned parties have executed this Representation Agreement as of the

date first above written.

 

Made for More Retreats

 

 Amanda Odgers__________                              ___3/11/2025__

Amanda Odgers, Managing Member                                Date

 

CREATOR: