8. RELATIONSHIP OF THE PARTIES

8.1 Independent Contractor. MagentaDot Brands is an independent contractor, not an employee of Client or any company affiliated with Client. MagentaDot Brands shall provide the Services under the general direction of Client, but MagentaDot Brands shall determine, in MagentaDot Brands’ sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

8.2 MagentaDot Brands Agents.
MagentaDot Brands shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, MagentaDot Brands shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any MagentaDot Brands, employee or Design Agent of MagentaDot Brands, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that MagentaDot Brands shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. MagentaDot Brands, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

8.4 No Exclusivity.The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by MagentaDot Brands, and MagentaDot Brands shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by MagentaDot Brands.

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