Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) dated March 18, 2022, is made between any person who creates a Happily account ("You" or "Your") and Happily Company, Inc., d/b/a/ Happily ("Happily")(the “Company”) located at 633 W 5th Street, 26th Floor, Los Angeles, California 90071, USA and shall be retroactively effective as of the date You began serving as an independent contractor to the Company.

WHEREAS, You wish to serve as an independent contractor for Happily, and agree as follows:

1. Term of Agreement. The term of this Agreement (the “Term”) will begin on the date of creating a Happily account (the “Commencement Date”), and will continue until terminated by either party in accordance with Section 10 below.

2. Services. During the Term, IC agrees to perform management, coordination, marketing and/or administrative services for the Company on a project-by-project basis (the “Services”). The Company will compensate IC for these Services during the Term according to the schedule of payments agreed upon in writing.

3. Services to Other Clients. IC may represent, perform services for, and contract with as many additional clients, persons, or companies, as IC, in her sole discretion, sees fit.

4. Independent Contractor. IC enters into this Agreement as, and will remain while this Agreement is in effect, an independent contractor. IC will be solely responsible for any employment-related taxes, insurance premiums, or other employment benefits respecting IC’s performance of the Services.

5. Standard of Performance. IC shall perform the Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services.

6. Ownership of Deliverables; Assignment of Rights. IC agrees that all Deliverables will be licensed for use in conjunction with the project and shall be deemed to be a “work made for hire” that exists as the sole and exclusive property of Happily. At the request and expense of Happily, during and after the term of this Agreement, IC will assist and cooperate with Happily in all respects and will execute documents to enable Happily to acquire, transfer, maintain, perfect, and enforce its Intellectual Property Rights and other legal protections for the Deliverables.

7. Taxes and Statutory Obligations. IC recognizes that s/he is solely responsible for all taxes, withholdings, and other similar statutory obligations.

8. Performance of Services. IC may perform the Services at any suitable time and location as mutually agreed between the Company and IC.

9. Attribution. To the extent IC issues any marketing materials for IC’s business, IC shall attribute “Happily” as a client and may additionally name Happily third-party clients as clients of Happily. By way of example: “Coordinator for Happily on [Happily Client] Event”. At no time shall IC state that Happily third-party clients are clients of IC or credit Happily clients as its own.

10. Termination of Agreement. This Agreement will terminate automatically on the occurrence of any of the following events: (a) bankruptcy or insolvency of the Company; (b) sale of the business of either party; (c) IC’s death; or (d) assignment of this Agreement by either party without the consent of the other party. Notwithstanding any other provision of this Agreement, either the Company or IC may terminate this Agreement at any time for any reason, with or without cause. Termination of this Agreement will not affect the obligations of either party arising out of events or circumstances occurring prior to such termination.

11. Indemnification. IC agrees to hold Company free and harmless from any and all claims arising from any negligent, grossly negligent or willful acts, omissions, or misconduct committed by IC or IC’s employees or agents during the performance of any Service under this Agreement. This indemnity provision will remain operative regardless of any termination of the Agreement.

12. Insurance. IC agrees to maintain commercial liability insurance during the Term and name Company as an additional insured. IC shall provide proof of insurance with Company named as an additional insured to Company within 10 days of the Commencement Date.

13. Confidentiality. IC agrees to maintain in confidence and shall not deliberately use, disseminate, disclose or publish any confidential or proprietary information or trade secrets of or used by Company (or to which IC has a right to use) without the written authorization of the Board of Directors of the Company. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including without limitation, Company’s research, product plans, products, services, suppliers, customer lists and customers prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to IC by the Company either directly or indirectly in writing, orally, or by drawings or observation of parts or equipment or created by IC during the period of the Relationship, whether or not during working hours. IC further agrees not to make copies of such Confidential Information except as authorized by the Company.

14. Inventions. In the course of IC’s Relationship with the Company, IC may incorporate into the Company a product, process or machine a Prior Invention owned by the IC or in which the IC has an interest. The Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product. IC further acknowledges that all Inventions which are made (solely or jointly with others) within the scope of and during the period of IC’s Relationship with the Company are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by the terms listed in Exhibit A, unless regulated otherwise by the mandatory law of the state of California. IC agrees to keep and maintain adequate and current written records of all Inventions made (solely or jointly with others) during the term of IC’s Relationship with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of the Company at all times.

15. Non-solicitation. IC agrees that during the term of IC’s Relationship with the Company, and for a period of twelve (12) months immediately following the termination of IC’s Relationship with the Company for any reason, whether with or without cause, IC shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company.

16. Successors and Assigns. This Agreement shall benefit the Company, its successors and any permitted assigns and also benefit the IC, IC’s successors and any permitted assigns. This Agreement shall not be assignable by either party without the express written consent of the other party.

17. Applicable Law; Severability. The Company and IC agree that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. The Company and IC further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable with its terms.

18. Entire Agreement. This Agreement and its exhibits contain the entire understanding and agreement of the Company and IC regarding its subject matter, superseding any and all previous understandings, contracts and agreements, whether written or oral. IC and the Company acknowledge that no representations, inducements, promises, 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. Any modification of this Agreement will be effective only if it is in writing signed by both IC and the Company.

About These Terms

We may modify these Terms to, for example, reflect changes to the law or changes to our services. You should look at the Terms regularly. If you do not agree to the modified terms, you should discontinue the use of your account and inform us at