5 points plaza

Service Agreement


THIS GENERAL SERVICE AGREEMENT (the “Agreement”)  dated this 20th day of August, 2020


Retail Opportunity Investments Corp. of  San Diego, CA
(the “Client”)

– AND –

M3 Media, Inc. of Huntington Beach, CA
(the “Contractor”).


  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of:
    • Creation and distribution of online marketing materials via social media channels.
  3. The Services may also include other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely with automatic service contract renewal every 90 days until terminated as provided in this Agreement.
  6. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 30 days’ notice to the other Party. 
  7. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  8. This Agreement may be terminated at any time by mutual agreement of the Parties.
  9. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
  10. Performance
  11. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  12. Currency
  13. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
  14. Compensation
  15. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor as follows:
    • $920 per month service fee to be paid to contractor via electronic transfer delivery or company check on 1st of each month. 
  16. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
  17. Reimbursement of Expenses
  18. In connection with providing the Services hereunder, the Contractor will only be reimbursed for expenses that have been approved in advance
  19. a. Client to pay directly to social platform via credit card on file for all approved ad spending.
  20. The Contractor will furnish monthly statements to the Client for all such expenses.
  21. Additional Resources
  22. The Client agrees to provide, for the use of the Contractor in providing the Services, the following resources:
    • All sales material, photographs, video, product details related to the companies and products.
  23. Confidentiality
  24. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  25. The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will end on the expiration or termination of this Agreement.
  26. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
  27. Non-Solicitation
  28. The Contractor understands and agrees that any attempt on the part of the Contractor to induce other employees or contractors to leave the Client’s employ, or any effort by the Contractor to interfere with the Client’s relationship with its employees or other service providers would be harmful and damaging to the Client.
  29. Until this agreement expires or is terminated, the Contractor will not in any way directly or indirectly:
    1. induce or attempt to induce any employee or other service provider of the Client to quit employment or retainer with the Client;
    2. otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
    3. discuss employment opportunities or provide information about competitive employment to any of the Client’s employees or other service providers; or
    4. solicit, entice, or hire away any employee or other service provider of the Client.
  30. Ownership of Materials and Intellectual Property
  31. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  32. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  33. Return of Property
  34. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  35. Capacity/Independent Contractor
  36. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  37. Notice
  38. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    1. Retail Opportunity Investments Corp.
      San Diego, CA
    2. M3 Media, Inc.
      Huntington Beach, CA

    or to such other address as any Party may from time to time notify the other.

  39. Indemnification
  40. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  41. Legal Expenses
  42. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
  43. Modification of Agreement
  44. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  45. Time of the Essence
  46. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  47. Assignment
  48. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  49. Entire Agreement
  50. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  51. Enurement
  52. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
  53. Titles/Headings
  54. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  55. Gender
  56. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  57. Governing Law
  58. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.
  59. Severability
  60. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  61. Waiver
  62. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this __20th____ day of August, 2020.

Retail Opportunity Investments Corp.


____________________________ (Title)

M3 Media

Gary J. Millea
________________________ (President)