Consultant Agreement

This Consulting Services Agreement ("Agreement") is entered into as of June 16, 2026 ("Effective Date"), by and between the Etiquette Training Institute ("Company") and Nichole Fields ("Consultant").

1. Purpose

The Company desires to engage Consultant to serve in the role of National Director for the Girl Scouts Initiative, and Consultant agrees to provide oversight, coordination, and consulting services in accordance with this Agreement.

2. Scope of Services

Consultant shall provide strategic oversight and coordination of the Girl Scouts Initiative, including but not limited to:

Overseeing program implementation and timelines;
Coordinating curriculum and material development;
Reviewing marketing collateral and communications;
Supporting troop and council relationships;
Monitoring webpage and resource portal development;
Assisting with promotional campaigns and launch activities;
Recommending improvements and expansion opportunities.

Consultant acknowledges that the Company may assign creation of deliverables to staff, contractors, or third parties, and Consultant's role is primarily supervisory and strategic.

3. Independent Contractor Status

Consultant is an independent contractor and not an employee, partner, or agent of the Company. Consultant shall be solely responsible for all taxes, insurance, and other obligations arising from compensation received under this Agreement.

4. Compensation

As compensation for services rendered, Consultant shall receive:

Ten Percent (10%) of Net Profits per troop engagement generated through the Girl Scouts Initiative for engagements in which Consultant has provided oversight or support.

For purposes of this Agreement, "Net Profits" shall mean gross revenue received from a troop engagement less direct expenses, including but not limited to:

Instructor compensation;
Materials and supplies;
Printing costs;
Venue expenses;
Travel expenses;
Patch or award costs;
Payment processing fees; and
Other direct program expenses.

Payment shall be made within thirty (30) days following completion of the troop engagement and reconciliation of expenses.

Consultant shall not be entitled to ownership interest or equity in the Company or its intellectual property.

5. Intellectual Property

All curriculum, workshop materials, websites, graphics, marketing materials, scripts, databases, portals, and other work product created or developed by or for the Company shall remain the exclusive property of the Company.

Consultant acknowledges that all intellectual property, including modifications or derivative works, are works made for hire and are assigned to the Company.

6. Confidentiality

Consultant shall maintain as confidential all proprietary information of the Company, including but not limited to:

Client and troop information;
Pricing and financial information;
Marketing strategies;
Curriculum and training materials;
Trade secrets and business plans.

This obligation shall survive termination of this Agreement for three (3) years.

7. Non-Solicitation

During the term of this Agreement and for a period of two (2) years following termination, Consultant shall not directly solicit or induce:

Troops, councils, or clients of the Company to discontinue services with the Company; or
Employees, contractors, or consultants of the Company to terminate their relationship with the Company.

General advertising not specifically targeted toward Company clients shall not constitute solicitation.

8. Limited Non-Compete

During the term of this Agreement and for twelve (12) months following termination, Consultant shall not develop, market, or provide substantially similar Girl Scout etiquette or leadership programs using the Company's proprietary curriculum, materials, or confidential information within territories where the Company actively operates.

Nothing herein prohibits Consultant from engaging in general etiquette consulting unrelated to the Company's proprietary programs.

The parties intend this provision to be interpreted to the maximum extent enforceable under applicable law.

9. Indemnification

Consultant agrees to indemnify, defend, and hold harmless the Company, its officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

(a) Consultant's negligence or willful misconduct;

(b) Consultant's breach of this Agreement;

(d) any claim arising from Consultant's acts or omissions in connection with services performed under this Agreement.

Likewise, the Company shall indemnify Consultant against claims arising solely from the Company's negligence or willful misconduct.

10. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' written notice.

The Company may terminate this Agreement immediately for:

Material breach;
Misconduct;
Violation of confidentiality obligations; or
Actions damaging to the Company's reputation.

Compensation earned prior to termination shall remain payable pursuant to this Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and New Jersey.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or agreements relating to the subject matter herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Etiquette Training Institute

Signed: Trenette Wilson, Founder

Signed: Nichole Fields, Consultant

Your Signature