CONTRACTUAL AGREEMENT

This engagement agreement (the “Agreement”), dated August 11, 2026, is made by and between _Rotary International District 6190__ (the “Client”), and Leader N U, LLC (“Leader N U”).

For goods and valuable consideration, the parties agree as follows:

1. ENGAGEMENT: Leader N U will provide program delivery and coordination for the RYLA+ Camp to be held June 20th (Online Convocation) and June 26-30th (Onsite, includes one staff training day) 2027 (conducted by Leader N U Facilitators and Client Volunteer Counselors). Programming shall be mutually agreed upon by both parties prior to the event. Final hours and agenda to be determined by Leader N U and provided to Client.
   
   
2. FEES AND PAYMENT: Fees will be assessed at $150 per attendee based on camper registrations and $150 per trailblazer. Final attendance will be established by March 17, 2027.  Fee will be forwarded to Leader N U  March 24, 2027. Fee includes:  Application and Registration for campers, including digital consent forms, Trailblazers and other pipeline staff, as well as Rotary volunteer staff (recruited by Client, must complete Leader N U training);  Marketing materials for client use; Assistance with all aspects of planning and event execution, Staff training; Delivery of content, based on agreed-upon outcomes.
   
   $500 non-refundable technology fee due within 10 days of the completed contract, includes all software, programs, activities, applications, training, website, and video conferencing used for RYLA+. The Client will reimburse all material costs for consumable and non-consumable items used for the in-person portion of the retreat. The Client will retain any materials purchased for the camp.
   
   If needed, labyrinths may be rented through Leader N U. It is agreed that any rented labyrinths be returned in the original condition. Should anything happen to a labyrinth that would constitute it not being in original condition, the client agrees to have them cleaned/repaired or to pay for the cleaning/repairs. In the case that cleaning and or repairing the labyrinth does not correct the issue, the client agrees to replace the labyrinth with the same product from The Labyrinth Company. Labyrinth rentals are $50 each, plus the cost of transport (shipping, flight checked bag, etc).
   
   
3. TRAVEL EXPENSES: Client shall pay a travel stipend or for the travel of staff or administrators who will need to travel to California for the in-person portion. Because of the nature of the online to in-person timeline, all those traveling for the in-person portion will need to be physically in California prior to Staff Day. Although travel costs are variable, travel will not exceed the following fees. Should the client provide for travel in other ways, such as airline points, guest rooms, etc., these costs may go down. Clients will only be charged the actual travel amounts, up to the max for the number of Trainers needed.
   
   Travel Fees:
   Up to 8 Teams  (6 Trainers)     $3000-$4000
   9-12 Teams       (7 Trainers)     $3500-$4500
   13-16 Teams     (8 Trainers)     $4000-$5000
   17+ Teams        (10 Trainers)    $5000-$6000
   
   
4. EVENT CONVERSION: Should local health challenges or any other cause make it unwise to meet in-person for the latter part of the event, the entire event can be converted to the fully online retreat in eRYLA format. Client has until May 1, 2027 to notify Leader N U of the conversion. Should a conversion be necessary, the fee per attendee will increase to $300.. In addition, if converted to eRYLA, all participants will receive a larger retreat crate. The dates of the retreat will remain the same, if converted.
   
   
5. EVENT CANCELLATION: Client has until April 16, 2027 at 6 pm to cancel the event with no costs incurred, other than the $500 tech fee. If Leader N U cancels the events any time after camper/program costs have been submitted, all fees that have been paid will be reimbursed to the client.
   
   
6. PROMOTION/RECORDING: Leader N U grants Client permission to use recordings and screenshots from RYLA+ programing in event promotions. Leader N U and Client grant reciprocal permissions to record video conference of the engagement only for internal use and marketing purposes. Attendees will be notified by Leader N U prior to the beginning of the engagement that the video conference will be recorded, and screenshots may be captured for future promotional use. By participating in the video conference format, all attendees, counselors, leaders, and Rotarians are granting their permission for said recording. Parents may opt out of this for their student via the consent form provided.
   
   
7. INDEPENDENT CONTRACTOR: In performing under this Agreement, each party is acting as independent contractor, and in no way are the parties constructed as partners, joint venturers, or agents of one another in any respect.
   
   
8. INTELLECTUAL PROPERTY: The Program contents of RYLA+ are the property of Leader N U. Unauthorized use is prohibited by copy-right laws. Authorized use must be granted in writing by Leader N U. Client agrees to keep confidential any information (including that which is related to strategy, staffing, business, data, training, marketing, structures and methods), materials, procedures, design processes, techniques, documentation, original works, and anticipated services or products. In addition, the client agrees not to use the aforementioned information, etc. to directly or indirectly engage in any business that is in competition with Leader N U and RYLA+.
   
   
9. WARRANTY DISCLAIMER:  THE ENGAGEMENT IS PERFORMED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
   
   
10. FORCE MAJEURE: Neither party will be liable for any failure or delay in its performance under this Agreement due to cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, government act or failure of the Internet (not resulting from the actions or omissions of Leader N U).
    
    
11. NOTICES: All notices and other communications required or permitted under this Agreement shall be in writing delivered via email to the applicable Party at the addresses set forth below unless, by notice, a party changes or supplements the addressee and addresses for giving notice.
    
    CLIENT
    Contact:
    Email:
    Address:
    City:
    ST/ZIP:
    Telephone:
    
    Leader N U
    Contact: Bridget Markwood
    Email: bridget@leadernu.com
    Address: 32 Imperial Way
    City: San Antonio
    ST/ZIP: Texas, 78248
    Telephone: 218-341-5717
    
    
12. GOVERNING LAW; VENUE: This Agreement shall be governed by the laws of the State of Texas. Further, the parties agree that any claim of action under or relating to this Agreement shall be brought in the state of federal courts located in San Antonio, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts.
    
    MISCELLANEOUS: This Agreement constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Any amendments to this Agreement shall only be valid if in writing and signed by an executive of both parties. Nothing contained in any purchase order or other document shall in any way modify this agreement or add any additional terms or conditions. This agreement may be executive in two counterparts and facsimile signatures shall be binding.
    
    LEADER N U
    Name: Bridget Markwood
    Title: CEO
    Date:
    Signature:
    ____________________________________________________________
    CLIENT
    Name:
    Title:
    Date: