THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this day (“Effective Date”), by and between Axiom Strategic Capital, LLC., a Delaware Corporation (the “Company), and the Lead Market Maker Representative (LMM), (“Employee”) (Company and Employee each a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the Company desires to enter into an agreement with Employee for it to perform various marketing and promotional services for the Company’s Business;

WHEREAS, Employee is willing to enter into this Agreement with the Company and the Company is willing to enter into this Agreement with Employee on the terms, covenants, and conditions set forth below;

NOW THEREFORE, in consideration of the above and the mutual covenants and agreements herein contained, the receipt, adequacy and sufficiency of which are expressly acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

AGREEMENT

Services to Be Provided. During the Term of this Agreement, Employee (including its applicable agents, employees, Employees, or officers) shall perform those tasks as may be more particularly set forth on the attached Schedule 1 (the “Services”).

Compensation;

1. The Company shall pay and deliver to Employee, in exchange for the services hereunder the sums set forth on the attached Schedule 2 (the “Compensation”).

2. Employee agrees to accept such Compensation as full payment for his/her performance of the Services rendered hereunder. Employee, including its agents, Employees, officers, and employees, shall not be eligible for nor receive any benefits offered by the Company, or its affiliate entities, to its agents, officers, employees, or other personnel other than the Compensation described herein.

 Term and Termination

1. This Agreement shall become effective as of the Effective Date set forth above and shall continue in effect on a month-to-month basis from the Effective Date or until otherwise terminated in accordance with the terms hereof (“Initial Term”). The Agreement will automatically renew for an additional one (1) months Term(s) unless otherwise terminated in accordance with the terms hereof (“Renewal Term(s)”).

2. This Agreement may be immediately terminated by either Party upon written notice delivered to the other Party in accordance with Section 6.H. below (“Termination Notice”). Upon either Party’s delivery of a Termination Notice, the Parties shall have no further obligations of performance hereunder.

Parties’ Relationships

1. Both the Employee and Company acknowledge and agree that the legal relationship created by this Agreement is that of an independent Employee and not that of an employee and employer, partnership, joint venture, or that of principal and agent. Employee shall perform the Services on behalf of and under the name of the Company.
2. Employee shall be responsible for the payment and withholding of any taxes, including without limitation, all Federal, State and local personal and business income taxes, sales and use taxes, other business taxes and license fees arising out of or from the performance of the Services by Employee, its agents, officers, managers, members, Employees, and other personnel.

Business of Employee; Freedom to Contract. Employee has the right and freedom, during and after the Term, to engage in other business activities and may provide services to others engaged, directly or indirectly, in the business of the Company Business outside of its relationship with the Company and its clients.  Employee shall not be required to devote her full time and interest in providing the Services to the Company and may freely render any services (including the Services described herein) to or for, or be retained by any person, firm, company, or other organization for any or no compensation during and after the Term hereof; including, but not limited to, other persons, firms, companies, or organizations that operate, directly or indirectly, in competition with the Company Business.

Miscellaneous Provisions

1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Delaware, without regard to its conflicts of law.
2. Indemnification. The Parties understand and acknowledge the meaning and legal consequences of the terms and conditions contained in this Agreement and hereby agree to indemnify and hold harmless the other Party and their affiliates, advisors, agents, employees, officers, managers, and members from and against any and all loss, damage, expenses, fees (including reasonable attorneys fees) or liability due to or arising out of any breach of any of the terms and conditions contained herein and agreed to by the Parties.  The Parties acknowledge and agree specifically that their representations, warranties, covenants, understandings and agreements set forth in this Agreement shall survive the Effective Date hereof and extend during and after Term hereof.
3. Confidentiality. Employee acknowledges and agrees that all intellectual property and other documents and materials created pursuant to this Agreement or related to the Services to be provided hereunder and any information, work in progress, trade secrets, patents (whether conceptual, provisional, or certified by the USPTO, or other similar agency), copyrights, know-how, documentation (in whatever form or medium received) or other confidential information marked as such by the Company (collectively “Confidential Information”) shall not be used, copied or disclosed to any person or entity unless such copying or disclosure is absolutely necessary to accomplish Employee’s duties hereunder.
4. Further Assurances. Each Party agrees that it will execute and deliver such further instruments, provide all information and take or forbear such further acts as may be reasonably necessary to carry out the intent and purpose of this Agreement.
5. Dispute Resolution; Remedies. The Parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between each of the Parties with authority to settle the relevant dispute.  If the dispute cannot be settled amicably within seven (7) days from the date on which either Party has served written notice on the other of the dispute then the Parties may pursue any legal or equity remedy or course of action to protect their rights and interest hereunder.  The remedies provided for in this Agreement, including Section 6.B., shall be cumulative and shall not preclude assertion by any Party of any other rights, whether under law or equity, or the seeking of any other remedies against the other Party.  No payment(s) due or payable hereunder shall be withheld, offset, or otherwise reduced because of a pending dispute resolution mechanism except to the extent that such payment is the subject of such dispute.
6. Amendment; Waiver. No provision of this Agreement may be amended or revised without the prior written consent and approval of the Parties and any attempted amendment or revision by either Party absent such approval, shall be null and void.  No waiver of compliance with any provision or condition, and no consent provided for, shall be effective unless evidenced by an instrument in writing dully executed by the Parties.
7. Force Majeure. Neither Party will be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, without limitation, inclement weather, material road-way construction, civil disturbances, acts of terrorism, strikes, lockouts or other labor disturbances, or acts of God.
8. Notices. Any notice required or permitted to be given by either Party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by first class mail (registered or certified), or by facsimile accompanied by first class mail (registered or certified).
9. Assignment; Delegation; Binding Effect. Neither this Agreement nor any interest, right or duty hereunder may be assigned, delegated or otherwise transferred, unless otherwise stated in this Agreement, by either Party without the prior written consent of the other Party.  This Agreement shall inure to the benefit of and be binding upon the Parties, their respective heirs, administrators, legal representative, successors, and permitted assigns and delegates.
10. Counterparts. This Agreement may be executed in one (1) or more counterparts and all such counterparts, when executed by the Parties, shall constitute one (1) and the same instrument.
11. No Third Party Beneficiaries. Nothing contained herein is intended, nor shall it be construed, to confer any rights or benefits upon any person (including, but not limited to, any employee, agent, Employee, officer, shareholder, member, manager or former agent of the Parties) other than the Parties and no other person shall have any rights or remedies under this Agreement.
12. Entire Agreement; Severability. Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
13. Headings. The section headings of this Agreement are for convenience of reference only and do not form a part of this Agreement and do not in any way modify, interpret, or construe the terms hereof or intentions of the Parties.
14. Mutual Drafting. This Agreement is the result of the joint efforts of the Company and Employee and each provision has been subject to the mutual consultation, negotiation, and agreement of the Parties and there shall be no construction against either Party base on any presumption of that Party’s involvement or role in the drafting of this Agreement.

Schedule 1 – Services

The Employee shall have four primary responsibilities:

1. Attending live conference calls, webinars, and reviewing recorded Management training;
2. Speaking with prospective Clients of the Company and distributing corporate approved marketing materials on behalf of the Company;
3. Enrolling new Clients for the Company by conducting sales appointments;
4. Managing daily communication with the Company to share relevant information about new and prospective clients;

Schedule 2 – Compensation

1. Employee shall be paid solely on a commission basis based upon successfully Referring a New Client to the company. Notwithstanding anything to the contrary herein, (“Referring”) shall be described and determined at the sole discretion of the Company.
2. The Employee’s “Commission” shall first be earned at an Introductory Rate of $1,000 per Client during the Promotional Period.
3. Upon closing 2 Clients in Employee's Introductory Period or a cumulative of 5 Clients anytime thereafter, Employee's Commission Rate shall increase to a Base Pay of $1,500 per Client.
4. Employee's Base Pay shall be considered maximized upon achieving the Global Market Maker position and shall not exceed a rate of $3,500 per Client.
5. Employee will be paid "as earned" on any payment plans or promotional payment financing the Client has utilized to pay the Purchase Price of the VPFXS System. 
6. Employee shall be paid Commissions within 10 Business Days from the date the funds are free and clear in Company's account.
7. The Company may from time to time at its sole discretion pay Bonus commission to Employee at an amount it determines.

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Signed by Brian Sellers
Signed On: November 29, 2023

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Document name: Lead Market Maker Associate Agreement

Unique Document ID: c741f6401002e004bee2e3ea31ab4c4846b41d51

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Timestamp	Audit
April 27, 2023 7:59 pm EDT	Lead Market Maker Associate Agreement Uploaded by Brian Sellers - bsellers@axiomstrategiccapital.com IP 173.168.234.138

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