TERMS & SERVICE AGREEMENT 
 

This Service Agreement (the “Agreement”) is effective as of the year 2025 by and between

Freshmeet U., Inc., a Maryland corporation (the Company), located at 100 Light Street, 23rd Floor, Suite 3, 
Baltimore, Maryland 21202 and Freelancer, (the “Party”).

RECITALS 
WHEREAS, Fresh is an AI-powered platform that equips creative freelancers with personalized

learning and career development while simultaneously enabling companies to discover and hire skilled, 
vetted creative talent on demand.  

WHEREAS, Company and Party have agreed that Company shall recruit prospective candidates 
and perform other services described herein to Party under the terms and conditions of this Agreement.  

NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows.  
1.​Contract Period and Termination.  The term of this Agreement will be initially  for [one (1) year]

from the Effective Date and will be automatically extended for successive one (1) year periods, unless at 
anytime either party elects to terminate this Agreement and gives at least thirty (30) days prior written 
notice of termination to the other party.  However, should either party be the subject of a voluntary or an 
involuntary petition filed pursuant to any applicable federal or state bankruptcy or insolvency law, the 
other party may terminate this Agreement upon written notice immediately.

2.​Placement Services. Company shall provide the following job placement services (the “Services”) 
to Party described in this Section 2. Company shall:

i.​ identify and refer [one (1)] individual (the “Freelancer”or “Party”) to serve as the [position] for 
Party for the purposes and the matters as set forth on Exhibit A hereto, subject to the terms and 
conditions of this Agreement;  

ii.​ provide human resource services for Freelancer as set forth on Exhibit B; and  
iii.​ in the event the Freelancer referred by Company is at any time unable to serve [his/her] position

for any reason, Company shall identify and refer a substitute candidate Freelancer to Party, 
subject to the terms and conditions of this Agreement.  

3.​Fees.  In addition to the amounts specified in Section 4, during the term of this Agreement, Party 
shall pay Company commencing on the Effective Date a [monthly or yearly] flat fee as set forth on 
Exhibit B.  Such [monthly or yearly] fee may be reviewed and revised on an annual basis at the sole 
discretion of Company.  In the event of an early termination of this Agreement by Company, Company 
will freeze your account until you are ready to come back or a letter of termination must be provided by 
the Freelancer to discontinue with the Company.

4.​Freelancer Agreement. If Freelancer is hired by a business through Freshmeet U., Inc., Freshmeet 
U., Inc. and Freelancer will execute an agreement with the Business. Pursuant to the freelancer

agreement between Freelancer and business, business shall pay Company a percentage of the base 
salary paid to such Freelancer as set forth on Exhibit B.

5.​Indemnification by the Party. Party and its affiliates (collectively, the “Indemnifying Party”) 
shall jointly and severally indemnify, defend and hold Company, its affiliated companies, and all of such 
companies’ employees, agents, officers and directors, harmless from and against any and all claims, 
actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, taxes, and expenses 
(including, without limitation, reasonable attorneys' and accounting fees and investigation costs) that 
may be incurred by Company arising out of or relating to any breach of any representation or warranty, 
covenant, obligation or agreement of Party contained herein or in any way arising from the services 
provided or functions performed by Company hereunder, other than those arising solely from the willful 
misconduct of either Company or either Company’s managers’ failure to comply with any of its 
respective obligations under this Agreement.  In any event of the foregoing, Company may elect to retain 
counsel of its choosing to represent Company and Indemnifying Party shall pay such retained counsel 
the reasonable fees associated therewith.  In the event Company is called upon to investigate or provide 
testimony in a matter to which this indemnity applies, it shall be entitled to charge Indemnifying Party a 
reasonable fee per hour for time devoted by its employees, related thereto, which charge shall be paid by 
Indemnifying Party within ten (10) days of receipt of the related invoice from Company.  

6.​Covenant Not to Sue.  Party, on its own behalf and that of its affiliates, represents, agrees and 
covenants that it will not file any complaint, proceeding, lawsuit, or other legal or equitable action 
against Company based upon or arising out the Services provided by Company, other than for reason of 
alleged willful misconduct by either of them.

7.​Additional Representations, Warranties and Covenants.  

A.​ Company represents, warrants and covenants  that, as of the Effective Date:   
i.​ it has the right, power, and authority to enter into and to perform its obligations under this

Agreement;  
ii.​ the execution, delivery and performance by it of this Agreement have been duly authorized by all

necessary corporate action on its part; and  
iii.​ this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in

accordance with its terms.  
B.​ Party represents, warrants and covenants that, as of the Effective Date:  
i.​ it has the right, power and authority to enter into and perform its obligations under this

Agreement;  

(ii) ​ the execution, delivery and performance by it of this Agreement have been duly 
authorized by all necessary corporate action its part; and  

(iii) ​ this Agreement constitutes its legal, valid and binding obligation, enforceable 
against it in accordance with its terms.  

8.​Independent Contractor Status and Authority.  Company shall perform the Services as an 
independent contractor and not as an employer or agent of Party. No employee recruited by Company 
will be deemed to be an employee of Company.  Company will not have any obligation to pay or 
reimburse any payroll, withholding or other tax of any kind or description due with respect to services

performed by Party’s employees, approved subcontractors, or other personnel.  Neither Company nor 
any employee recruited to Party shall have the authority to bind Company to any contract or agreement 
with any third party.

9.  ​ Confidentiality. Company acknowledges that it may obtain or be exposed to highly 
confidential and proprietary information of Party, including without limitation, work product, business 
information, and other information that may be marked or designated as confidential at or after the 
time of disclosure or transmission, or information that a reasonable person engaged in Company’s 
business or the practice of law or familiar with legal work and proceedings would recognize as 
confidential (the "Confidential Information"). Without limiting the generality of the foregoing, all Party 
documentation, and all work products are Confidential Information. With respect to the Confidential 
Information, Company shall not use Confidential Information other than for the purposes of performing 
the Services in accordance with the terms of this Agreement and Party’s instructions and shall not 
disclose any such confidential information to any person or entity, except to its own employees having a 
"need to know” for the purpose of performing this Agreement, and to such other recipients as Party may 
approve in writing.

10.​ Governing Law.  This Agreement and the rights and duties of the parties hereto shall be 
governed by the laws of the State of Maryland (without regard to principles of conflicts of law).

11.​ Additions or Modifications.  No additions or modifications from the terms and conditions 
of this Agreement will be binding upon any party hereto unless agreed to in writing by such party.

12.​ Assignment.  No party may assign its rights and obligations under this Agreement 
without the prior written consent of the other party.

13.​ Notices.  All notices, requests, consents and invoices required or permitted under this 
Agreement shall be in writing and delivered personally or sent by mail to the applicable party at the 
addresses set forth below or at such other address as shall be given to the other party in writing.  In 
addition, Party shall promptly provide copies of any notices sent to Company, including copies of any 
legal process served on Company, to the following address:

Company:  
Freshmeet U., Inc. 
100 Light Street 
23rd Floor, Suite 3 
Baltimore, MD 21202 
Attn:  Job Placement Services 
Party: 

14.​ No Damages.  Party agrees that in no event shall Company be liable for lost profits,

third-party claims or consequential or exemplary damages or, in addition thereto, for any matters 
relating to any actions taken by Company prior to the Effective Date.  

15.​ Entire Agreement.  This Agreement represents the entire understanding of the parties 
with respect to the specific subject matter of this Agreement and supersedes all previous 
understandings, written or oral, among the parties with respect to such subject matter.

16.​ Counterparts.    This Agreement may be signed in more than one counterpart, each of 
which shall be binding and all of which taken together shall be one and the same agreement.

[Signature  Follows] 
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as the date

first above written.

                                                                                                  COMPANY: 
Freshmeet U., Inc. 
a Maryland corporation

By:​ ​ ​ ​ ​ ​  
Name:  
Title:  
PARTY: 
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By:​ ​ ​ ​ ​ ​ ​  
Name: 
Title: