A. The Company provides various services (both professional and non professional) to the global marketplace, including but not restricted to assisting students to find opportunities in USA based colleges and universities.

B. The Company and the Scout have agreed that the Company will enter into an Agreement with the Scout on the terms and conditions set out in this Agreement.

C. In the course of entering into this Agreement by the Scout to provide services for the Company, it is likely that the Scout will become aware of confidential information. This confidential information will include confidential information concerning business affairs of clients of the Company, and confidential information concerning business affairs of the Company. Any such confidential information must be kept confidential and Scout agrees to terms and conditions in Non Disclosure Agreement attached hereto (“Exhibit A”).

D. The Company’s business is dependent on the continued goodwill of the Company’s clients, supporters and sponsors. The value of that goodwill can be calculated and the Company has a proprietary interest in that goodwill. If this Scout Agreement ceases with the Scout and the Company, and if the clients of the Company choose to cease being clients of the Company and become clients of the Scout in any new employment or in the Scouts own right the Company is entitled to compensation for the loss of the goodwill represented by those clients.

E. The Scout has been invited by the Company to obtain independent legal advice before agreeing to be bound by this Agreement.

IT IS AGREED as follows:

1: DEFINITIONS

In this agreement the following expressions shall have the following meanings:

1.1 “Company” shall mean the entity trading as Athletes USA, LLC, which grants the rights to the Scout under this Agreement. 

1.2 “Company Brand Features” means all trademarks, service marks, logos and other distinctive brand features of the Company that are used in or relate including “Athletes USA” in text and “Athletes USA” in stylized logo format.

1.2 “Critical Person” means any person who: at any time during the period of the Scout having a formal relationship with the Company and before the termination of your employment was an employee, director, officer or agent of the Company or any Group Company, and who by reason of his or her employment, appointment, or engagement and particularly his/her seniority, or expertise and knowledge of trade secrets or confidential information of the Company or any related party is likely to be able to assist or benefit a competitor of the Company or any related party.

1.3 “Goods” means the services provided by the Company and its Scout

1.4 “Identified” means that the know-how must be described in a sufficiently comprehensive manner so as to make it impossible to verify that it fulfills the criteria of secrecy and substantiality;

1.5 “Intellectual Property” shall mean those trademarks, service marks, logos and all other intellectual property shared including Company Brand Features; “Scout” shall mean the individual or entity granted Scout rights under this Agreement which operates under the Company;

1.6 “Know-how” shall mean a body of non-patented practical information, resulting from experience and testing by the Company, which is secret, substantial and identified;

1.7 “Prospective Customer” means any potential customer with whom, to your knowledge of the Company or any Group company has been in active negotiation for the supply of goods or services by the Company or Scout at any time prior to termination of the Scout or within a period of [3] months after the Termination Date; and “Sales” means any revenues or fees that are paid by the Company.

1.8 “Relevant Customer” means any person, firm, company or organization with whom you have dealt in the period of six months before the commencement of your Scout role or have had any dealings with whilst a Scout with the Company; whether or not as a result of your dealings has brought goods or services from or been supplied with goods or services by the Company or any Group company;

1.9 “Relevant Goods or Services” are goods or services which are the same as or of a similar kind to those which have been dealt in or supplied by the Company in the course of your duties as a Scout of the Company or any related party of the company;

1.10 “Secret” means that the know-how, as a body or in the precise configuration and assembly of its components, is generally known or easily accessible; it is not limited in the narrow sense that each individual component of the know-how should be totally unknown or unobtainable outside the Companies/Scout business;

1.11 “Substantial” means the know-how includes information which is of importance for the sale of goods or the provision of services to end users, and in particular for the presentation of goods for sale, the sales of any Athletes USA goods in connection with the provision of services, methods of dealing with customers, and administration and financial management; the know-how must be for the purpose of trading, of conclusion of the agreement, of improving the competitive position of the Scout performance or helping it to enter a new market;

1.12 “Successfully” means the Scout training will be completed as required.

1.13 “The Territory” shall mean the area or areas granted for operation.

2: GRANT OF LICENSE TO SCOUT

2.1 The Company grants the Scout the operating rights to operate across the country they reside in. The scout may change location prior to approval from the company.  The Scout may generate their own leads within the country they reside in. The Scout may generate sales in all sports that the NCAA, NJCAA, CCCAA and NAIA facilitate.

2.2 The Company grants the Scout an agreement length of (1) one year from date registered online at athletesusa.org/affiliate-area with the option for automatic renewal, in which case this Agreement will automatically renew for successive additional periods equal in length to the Term unless one of the parties delivers to the other party a written non-renewal notice in accordance with this Agreement. Automatic renewal of this Agreement is contingent upon 10,000USD sales revenue created by Scout within the 1-year period. If the scout has not created two (2) deals or 5,000 USD revenue within two (2) months from training completion, the company has the right to terminate the agreement.

2.3 The Company grants the Scout a non-exclusive, national, fully paid-up, royalty-free right and license to use, copy, encode, store, archive, distribute, transmit, render into an audible format, publicly display and publicly perform the Company Brand Features:  only in connection with the representation of the Company and generation of sales in all sports that the NCAA, NJCAA and NAIA facilitate.  

2.4 Any sublicense to be granted by Scout to third parties other than contracting parties, must be subjected to prior written approval by Company.

2.5 No licenses are granted by either party except those expressly set forth in this Section 2, and the parties reserve all rights and licenses not expressly granted in this Section 2.  Nothing in the Agreement restricts either party’s right to exercise any rights or licenses received from any third parties or to grant other rights or licenses to any third parties. Company owns all right, title, and interest in the Company Brand Features.  Nothing in the Agreement confers in Scout any right of ownership in the Company Brand Features.  

3: PAYMENT, and FEES

3.1 The Company grants the Scout rights for remuneration of the upon agreed amounts.

3.2 Payout for an active affiliate account would be paid by following 10th of every month.

4: OBLIGATIONS OF COMPANY

During the term of the agreement the Company will:

4.1 The Company will provide all relevant templates for production of marketing materials to ensure uniformity of production and any other materials that are needed for client sales, promotion and advertising. The company will conduct all client activities associated with the service the client signs to.

4.2 The Company expressly forbids the Scout to conduct any marketing that is different from training manuals, without the written approval of the Company. The primary repository for communication and marketing by the Scout and the company shall be the company web site. The Company shall be responsible for the upkeep of the company website.

4.3 The Company will provide the framework and assistance in placing athletes to college. 

5: OBLIGATIONS OF SCOUT

During the term of the agreement the Scout will provide, but is not limited to the following obligations:

5.1 Comply with the Companies obligations at all times and operation procedures; Devote whatever such time and attention to the Scout role as is necessary to carry out and procure the targets set by the Company consistent with the provision of a good service to customers; Do what is required to promote and expand the Company.

5.2 Protect the name and goodwill of the Company by conducting business in a responsible manner; restrict the use of the Company name and assets for the purpose of the Company only.

5.3 Observe all national, regional and local laws of the Territory;

5.4 Non-disclosure – the Scout must not disclose to third party the information provided by the Company. If the Scout provides false information regarding type of sale, the Company has the right to terminate this Agreement.

5.5 The Scout, at all times is to comply fully with all standards, rules and regulations outlined from the NCAA, NJCAA and NAIA.

5.6 At no time is The Scout to ‘guarantee’ or ‘promise’ any client; parent or athlete, a scholarship of any percentage, offer of any kind or placement of any type to an institution within the NCAA, NJCAA or NAIA.

5.7 INTENTIONALLY OMITTED.

5.8 Unless written authorization was given by the Company, Scout is expressly forbidden to receive payment from the (client), all (client) fee’s should be credited directly to the Company accounts via our payment systems. Failure to act within this clause can result in termination of this Agreement.

5.9 The Company has the right to terminate this agreement if the Scout breaches any of terms itemized in this agreement.

5.10 The Company holds no responsibility of the Scouts actions. The Scout must comply with all relevant laws and regulations in the conduct of its business.

5.11 The Scout holds the Company indemnified, according to the Indemnification clause of this Agreement, against any of its actions should those actions be deemed to be illegal or without specific written approval by the Company. The Scout pledges to do nothing illegal, any illegal activity will result in the right for the Company to terminate this agreement if deemed necessary by the Company board. The company will not be liable to the Scout.

5.13 You must not whether during or after your Scout Agreement, except as authorized or required by your duties as a Scout of the Company, reveal to any person, firm, company or organization or otherwise make use of any of the trade secrets, secret or confidential operations, processes or dealings or any information (other than that within the public domain) of a confidential nature (including but not limited to information concerning the organization, business, finances, accounts, transactions, contractual arrangements, negotiated prices, contract details, employee, customer and supplier details, software, intellectual property rights, designs, business plans, results of developments, marketing strategies, ideas and future plans for the business, any confidential report or research undertaken by or for the Company or any Group Company, or the affairs of the Company or any Group company (including lists of the customers or clients) of the Company or any information designated as confidential by the Company or any Group Company or which to your knowledge has been supplied to the Company or any Group Company subject to an obligation of confidentiality. Nothing in this clause will prevent you from disclosing information to comply with a Court Order or perform any statutory obligation on you to do so.

5.13.1 In order to protect the Company’s confidential information, you agree that you will not at any time make or arrange to have made any copy, abstract, summary or précis of the whole or any part of any document, computer program or record belonging to the Company except when required to do so for the purpose of properly performing your duties hereunder, and you acknowledge that any such copy, disk, program, abstract, summary or précis shall belong to the Company and shall be delivered up to the Company on termination of this Agreement.

5.13.2 You shall not without the prior written consent of the Company either directly or indirectly publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film radio broadcast or television transmission or communicate with any representative of the media or any third party relating to the business affairs of the Company or any Group Company or to any of its officers, employees, clients, suppliers, agents or shareholders. For the purposes of this clause “media” shall include television (terrestrial, satellite and cable) radio, Internet, newspapers and other journalistic publications.

6: Relationship of the Parties.  

The terms and conditions contained in the Agreement do not create or constitute an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between Scout and Company. Neither Scout nor Company or any of its Affiliates may bind the other in contracts with third parties or make promises or representations on behalf of the other party without a signed written consent.  Employees and agents of one party are not for any purpose employees or agents of the other.  Neither party owes the other party or any third party any compensation for performing the actions contemplated by the Agreement, except as expressly set forth in the Agreement.  The Agreement is made for the benefit of Company, its Affiliates, and Scout and its Affiliates only, and the Agreement is not for the benefit of any third parties.

7: LIMITATION OF LIABILITY

7.1 EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL COMPANY, AND/OR ANY OF THEIR AFFILIATES BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL (including, but not limited to, lost profits, lost sales and lost opportunity costs), 

SPECIAL, PUNITIVE, EXEMPLARY, AND/OR OTHER EXTRAORDINARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT WILL COMPANY AND/OR ITS AFFILIATES’, TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE GOODS AND SERVICES SOLD UNDER THIS AGREEMENT. The foregoing limitation shall apply regardless of the form of action, whether the damages or other relief sought are based on breach of warranty, breach of contract, tort (including negligence), strict product liability or any other legal or equitable theory, even if the other party has been advised of the possibilities of such damages. The prohibition of the foregoing types of damages shall also apply whether the damages are characterized as “contract damages”,  “tort damages” or otherwise.

7.2 DISCLAIMERS.  NEITHER COMPANY NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT THOSE CONTAINED IN THIS AGREEMENT, AND EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8: TERM

This Agreement shall be for the items listed below.

8.1 Termination of Contract: This Agreement shall immediately terminate upon the occurrence of any of the following events:

8.1.1 Immediately upon notice to the other party if the other party: (a) has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, enters into a scheme of arrangement for its debts, or files a petition in bankruptcy; (b) engages in any unlawful business practice related to that party’s performance under this Agreement; (c) breaches any of its obligations under this Agreement in any material respect, which breach is not remedied within 15 days following written notice to the breaching party or (d) gives prior non- renewal written notice to the other party with thirty (30) days in advance.  

8.1.2 Without notice referred to in Clause 10.1.1 if the Scout shall commit repeated breach of any of the obligations required to be performed herein by the Scout;

8.1.3 If the Scout is convicted of an offense of severe magnitude that is deemed to affect business;

8.1.4 INTENTIONALLY OMITTED;

8.1.5 INTENTIONALLY OMITTED;

8.1.6 Failure by the Scout to meet the minimum standards necessary to complete the initial training program and any subsequent training programs will result in the Company having the right to terminate this agreement. If the Company feels that the possible Scout will not be able to successfully manage the Scout business at the minimum standards of the initial training program and any subsequent training programs.

Without compensation to any party but a termination of this Agreement pursuant to this clause shall be without prejudice to the rights of either party against the other party, which may have accrued up to, and including the date of such termination. 

8.2 Termination by the Company or by the Scout: Fees due at the time of termination shall be paid on the terms outlined herein on all goods sold prior to termination.

8.3 INTENTIONALLY OMITTED

8.4 INTENTIONALLY OMITTED

8.5 Dealing with Customers
In the course of your Scout Agreement with the Company you will have dealings with the suppliers and customers of the Company and access to confidential information of the Company, and its officers, employees and customers. That information is considered confidential and will cause massive damage to the value of the Companies value of services if the Scout to non-Company personnel or entities breaches that information. On termination the Scout must refrain from any contact or dealing with customers for one year to accept or deal with any business, orders or custom for any Relevant Goods or Services to any Relevant Customer;

8.6 Non-solicitation of Company customers
On termination the Scout must not solicit customers of the Company for a period of one year solicit or seek in any capacity whatsoever any business, order or custom for any Relevant Goods or Services from any Relevant Customer or otherwise interfere with the relationship between the Company and the Relevant Customer; or (deal with prospective customers) to accept or deal with any business, orders or custom for any Relevant Goods or Services to any Prospective Customer; or (solicit prospective customers) solicit or seek in any capacity whatsoever any business, order or custom for any Relevant Goods or Services from any Prospective Customer or otherwise interfere with the relationship between the Company and the Prospective Customer.

8.7 On termination of this Agreement you are required to notify any prospective employer or contractor of the existence of this Agreement and in particular the rights herein of the termination clause and that prospective employer or contractor is required to acknowledge in writing to the Company of its understanding of the rights of the Company under this termination clause, prior to your appointment by the prospective employer contractor.

8.8 Outstanding payments;

8.8.1 Upon termination, the Scout will be entitled for payment of any contracts or goods sold prior to date of termination on standard terms.

8.8.2 On termination, the Company will be entitled to recover and full payment of any outstanding payments from the Scout in the event of any financial agreements in place between the parties being outstanding on the date of termination.

9: OTHER ACTIVITIES

9.1 The Company grants you the rights to conduct business in non-competing industries whilst a Scout with the Company, providing such relationships are disclosed to the company PRIOR to commencement with the non-competing contractor. You must notify the Company prior to commencement in non-competing industry. Further, you must not during your Scout role, except with the Company’s written consent, introduce to any other competing business orders for goods or services with which the Company is able to deal.

10: RESTRICTIVE COVENANTS

10.1 The Scout shall not for a period of one year [1 YEAR] after the termination or cancellation of this agreement be directly or indirectly involved with competing business that competes with the Company in the same industry. This includes, but is not limited to, the development, promotion, sale or supply of any products or services that compete with the products and services of the Company. 

10.2 The Scout shall not for a period of one year [1 YEAR] after the termination of this agreement approach or canvass customers or former customers of the Scout business. The Scout shall not disclose any or copy any part of the Scout Manual or online training centre to any third party at any time after the termination or cancellation of the agreement. The Scout may contact previous contacts that were deemed to be the Scouts contacts prior to entering this agreement for other business related industries that do not compete with the Company.

10.3 INTENTIONALLY OMITTED

10.4 The Scout cannot sell the Scout role, or transfer this agreement to another individual or entity without the express written permission of the Company, prior to transfer or sale. This Agreement is Non-transferable.

11: NOTICES

11.1 Any notice required to be given by either party to the other may be sent by either email or recorded delivery to the most recent email address, fax number or address notified to the other party, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

12: FORCE MAJEURE

12.1 Neither party shall be liable for delay or failure to perform any obligation under this agreement if the delay or failure is caused by any circumstance beyond their reasonable control, including but not limited to, acts of God, war, civil unrest or industrial action. In the event either party is unable to perform its obligations due to Force Majeure, then that party will immediately give notice to the other party and take reasonable and expedient action to resume performance.  Upon receipt of such notice, performance under this Agreement will immediately be suspended; provided that the party affected by the Force Majeure condition is making best efforts to mitigate the effects of the condition.  Neither party will be liable to the other for delay or nonperformance during the period of Force Majeure.  Performance will recommence immediately upon the conclusion of Force Majeure condition. If such delay or failure continues for a period of at least [60 DAYS] then the party not subject to the force will be entitled to terminate the agreement by written notice to the other.

8.8.1 Upon termination, the Scout will be entitled for payment of any contracts or goods sold prior to date of termination on standard terms.

8.8.2 On termination, the Company will be entitled to recover and full payment of any outstanding payments from the Scout in the event of any financial agreements in place between the parties being outstanding on the date of termination.

13: ASSIGNMENT

13.1 This agreement is personal to the parties and neither this agreement nor any rights, licenses or obligations under it may be assigned by either party without the prior written approval (such approval shall not be unreasonably withheld) of the other party, as per Clause 12.4 herein.

14: ENTIRE AGREEMENT

14.1 This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This agreement may be varied only by a document signed by both parties.

15: INDEPENDENT ADVICE

15.1 The Scout acknowledges that it has been advised by the Company to take independent professional advice on the terms of this agreement and the involvement of the Scout role prior to entering into this agreement.

16: SEVERANCE

16.1 If any provision of this agreement or the Exhibits attached hereto are held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

17: INDEMNIFICATION

Scout (the “Indemnifying Party”) shall defend, indemnify and hold harmless Company (the “Indemnified Party”), and the officers, directors, employees and Affiliates of the Indemnified Party, from and against any and all losses, claims, demands, liabilities, allegations, suits, actions, investigations, judgments, deficiencies, settlements, inquiries, demands, or other proceedings, whether formal or informal, and expenses, including without limitation reasonable legal fees and expenses, as and when incurred, arising out of or resulting from (i) breach by the Indemnifying Party of this Agreement; (ii) breach by the Indemnifying Party of any representation, warranty or covenant made by the Indemnifying Party in this Agreement; and/or (iii) negligent or wrongful acts or omissions of the Indemnifying Party, its Affiliates or Subcontractors or their respective officers, directors, agents and employees under this Agreement.  

18: GENERAL

18.1 No addition or modification of any clause or term of this agreement shall be binding on the parties unless made in writing and signed by the signatories to this agreement or their duly authorized representatives. Reference to any Statutory Provision in this agreement shall include any future Statutory Provisions, which amend or replace it.

19: GOVERNING LAW AND JURISDICTION

19.1 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.  COMPANY AND Scout AGREE THAT, IN ANY SUIT, ACTION, OR PROCEEDING BASED IN TORT OR IN CONTRACT BROUGHT BY ANY OF THE PARTIES HERETO IN CONNECTION WITH ANY MATTERS WHATSOEVER ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE TERMS OF THIS AGREEMENT, EACH OF THE PARTIES HERETO SHALL AND DO HEREBY WAIVE TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW, AND THAT THE PREVAILING PARTY IN ANY SUCH ACTION SHALL RECOVER FROM THE OTHER PARTY ALL REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES INCURRED THROUGH TRIAL AND ALL LEVELS OF APPEAL. FURTHER, EACH OF THE PARTIES HERETO HEREBY ACCEPTS AND IRREVOCABLY CONSENTS TO THE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE STATE AND FEDERAL COURTS IN AND FOR PALM BEACH COUNTY, FLORIDA IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT PURSUANT TO FLORIDA STATUTES SECTION 685.102.

20: CHANGES TO YOUR CONTRACT/AGREEMENT/TERMS AND CONDITIONS

20.1 The Company reserves the right to alter or make changes to any of the terms and conditions herein of this Agreement. Any changes of the terms and conditions of this Agreement by the Company will be notified in writing with changes taking effect from thirty (30) days from the written notice date.

21: DATA PROTECTION

21.1 You agree to acquaint yourself with and abide by the Company’s non-contractual Data Protection Policy from time to time in force, breach of which will be treated as a serious disciplinary matter, which may result in your dismissal.

22: INTELLECTUAL PROPERTY

22.1 All copyright, design rights, database rights, trademarks, and any other intellectual property rights (other than patents) in any software, databases, specifications, manuals, prototypes, records, documents, (including all material stored in computer readable form), drawings, designs, business ideas or methods and any other material or work (the “Materials”) of any description that is capable of protection under the intellectual property laws (other than patent law) or laws of confidence of any country which is made, developed, created, devised or designed (whether alone or with any other person) by you in the course of your employment (“Intellectual Property”) will be the property of and will belong to the Company unless otherwise agreed in writing by the Company.

22.2 You shall forthwith and from time to time both during your employment and thereafter at the request and expense of the Company give and supply all such information, data, drawings and assistance as may be necessary to enable the Company to exploit such inventions or the Intellectual Property to the best advantage and execute all documents and do all things which may be necessary or desirable for obtaining patent or other protection for the inventions or the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct.

22.3 You irrevocably appoint the Company to be your attorney in your name and on your behalf to sign execute or do any such instrument or thing and generally to use your name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause 17 and in favor of any third party a certificate in writing signed by any director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case.

22.4 Rights and obligations under this clause shall continue in force after termination of this Agreement in respect of inventions or Intellectual Property made or discovered during your employment under this Agreement and shall be binding upon your representatives.

22.5 You agree that you will use the Materials only for the purpose of the Company’s business and that you will return all materials and all copies and extracts of the materials to the Company on demand at any time and without demand on the termination of your Agreement, howsoever arising.