PR_CONTRACT_TEMPLATE.md

PR CONTRACTOR AGREEMENT

This PR Contractor Agreement ("Agreement") is entered into as of [START_DATE] ("Effective Date") by and between:

COMPANY: Soul In PsyAbstract LLC, a Delaware limited liability company, EIN 30-1491964, with its registered address at 131 Continental Dr Suite 305, Newark, DE 19713 ("Company"); and

CONTRACTOR: [CONTRACTOR_NAME], an individual residing at [CONTRACTOR_ADDRESS] ("Contractor").

The Company and Contractor are each referred to herein individually as a "Party" and collectively as the "Parties."

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1. ENGAGEMENT AND SCOPE OF SERVICES

1.1 The Company engages Contractor, and Contractor agrees to provide, public relations services in connection with the Company's SIPA OS product suite — a suite of AI productivity and wellness applications designed for neurodivergent users (including individuals with ADHD and BPD) — as further described in this Agreement (the "Services").

1.2 The Services shall include, without limitation:

    (a) Developing and executing a PR strategy targeting tier-1 technology, mental health, and neurodivergent-focused media outlets, including but not limited to TechCrunch, Wired, Geektime, CTech, ADDitude Magazine, and Psychology Today;
    (b) Building and maintaining a media contact database of journalists, editors, and influencers relevant to AI, mental health, and neurodivergent communities;
    (c) Drafting and distributing press releases, media pitches, and story angles on behalf of the Company;
    (d) Securing and coordinating press interviews, podcast appearances, and editorial features for the Company's founder and products;
    (e) Monitoring media coverage and providing the Company with monthly press clippings and coverage summaries;
    (f) Supporting investor relations outreach through coordinated media narratives; and
    (g) Delivering a written monthly deliverables report to the Company summarizing activities completed, coverage obtained, metrics achieved, and planned activities for the following month; and
    (h) Attending a minimum of four (4) relevant industry events per calendar month on behalf of the Company, including but not limited to technology conferences, startup networking events, investor meetups, media industry events, and neurodivergent or mental health advocacy events, for purposes of brand visibility, media relationship cultivation, and Company representation. Virtual or online events shall count as one-half (0.5) of one qualifying event toward the monthly minimum. Contractor shall notify the Company of planned event attendance no later than seventy-two (72) hours in advance and shall provide a brief written summary per event within forty-eight (48) hours following attendance.

1.3 Contractor shall perform the Services in a professional and timely manner consistent with industry standards and the Company's reasonable directions.

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2. INDEPENDENT CONTRACTOR STATUS

2.1 Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of the Company. Nothing in this Agreement shall be construed to create an employment relationship between the Parties.

2.2 Contractor shall be solely responsible for all federal, state, and local taxes, withholdings, Social Security contributions, and other obligations arising from any compensation received under this Agreement. The Company shall not withhold taxes on Contractor's behalf.

2.3 Contractor has no authority to bind the Company to any contract, obligation, or liability, and shall not represent otherwise to any third party.

2.4 Contractor shall supply all tools, equipment, and resources necessary to perform the Services unless otherwise agreed in writing.

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3. COMPENSATION

3.1 EQUITY GRANT. In consideration for performing the Services, the Company shall grant Contractor a membership interest of one percent (1%) of Soul In PsyAbstract LLC (the "Equity Interest"), subject to the vesting schedule and terms set forth herein.

    (a) Vesting Schedule. The Equity Interest shall vest according to the following schedule: zero percent (0%) shall vest prior to the twelve (12)-month anniversary of the Effective Date (the "Cliff Date"). Following the Cliff Date, the remaining one percent (1%) shall vest in equal monthly installments over the subsequent twelve (12) months, such that the Equity Interest is fully vested twenty-four (24) months after the Effective Date, provided Contractor remains engaged under this Agreement.

    (b) Operating Agreement. The Equity Interest shall be subject to the terms and conditions of the Company's Delaware LLC Operating Agreement, as amended from time to time. Contractor agrees to execute any documents reasonably required to reflect Contractor's admission as a member, including an amendment to the Operating Agreement.

    (c) No Vested Interest Prior to Cliff. If this Agreement is terminated for any reason before the Cliff Date, Contractor shall have no right to any membership interest in the Company.

    (d) Forfeiture on Termination. Upon termination of this Agreement for any reason, any unvested portion of the Equity Interest shall be automatically forfeited without compensation and shall revert to the Company.

3.2 PROFIT PARTICIPATION. In addition to the Equity Interest, Contractor shall be entitled to a quarterly profit share equal to [PROFIT_SHARE_%] percent of the Company's Net Revenue (the "Profit Share"), payable within thirty (30) days following the close of each fiscal quarter in which Net Revenue is positive.

    (a) "Net Revenue" means the Company's gross revenue from all sources in a given quarter, minus operating expenses, taxes, legal fees, and any other ordinary and necessary business expenses incurred by the Company during that quarter.

    (b) The Company shall provide Contractor with a written quarterly statement summarizing gross revenue, deductions, and the resulting Net Revenue calculation no later than fifteen (15) days after each quarter close.

    (c) No Profit Share shall be owed or payable in any quarter in which Net Revenue is zero or negative.

    (d) Contractor's right to Profit Share applies only during the term of this Agreement and for any quarter that ended while this Agreement was in effect. No Profit Share shall accrue after the date of termination.

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4. INTELLECTUAL PROPERTY ASSIGNMENT

4.1 All content, materials, works, and deliverables created, developed, or produced by Contractor in connection with the Services — including but not limited to press releases, media pitches, story narratives, brand messaging, media contact databases, PR strategies, and any derivative works thereof — shall be considered works made for hire to the fullest extent permitted by applicable law (collectively, "Work Product").

4.2 To the extent any Work Product does not qualify as work made for hire, Contractor hereby irrevocably assigns to the Company all right, title, and interest in and to such Work Product, including all intellectual property rights therein, throughout the world, in perpetuity.

4.3 Contractor shall execute any documents and take any actions reasonably requested by the Company to confirm, record, or perfect the Company's ownership of Work Product.

4.4 Contractor retains no license, right, or interest in any Work Product following creation, unless expressly agreed in writing by the Company.

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5. CONFIDENTIALITY

5.1 "Confidential Information" means any non-public information disclosed by the Company to Contractor, or to which Contractor gains access in connection with the Services, including but not limited to: business plans, financial information, product roadmaps, user data, technical specifications, investor relations materials, media strategy, customer and partner information, and the terms of this Agreement.

5.2 Contractor agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Company's prior written consent; and (c) use Confidential Information solely for the purpose of performing the Services.

5.3 Contractor's obligations under this Section 5 shall survive termination of this Agreement for a period of three (3) years.

5.4 These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Contractor; (b) was rightfully known to Contractor prior to disclosure; or (c) is required to be disclosed by law or court order, provided Contractor gives the Company prompt written notice and cooperates with the Company's efforts to obtain a protective order.

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6. NON-COMPETE

6.1 During the term of this Agreement and for a period of six (6) months following the termination of this Agreement for any reason, Contractor shall not, directly or indirectly, provide public relations, media outreach, or communications consulting services to any individual or entity whose primary business is the development or sale of productivity software or applications targeted at neurodivergent users, including but not limited to applications for ADHD, autism spectrum, dyslexia, anxiety management, or related conditions, that compete with the Company's SIPA OS product suite.

6.2 The Parties acknowledge that this non-compete restriction is reasonable in scope, duration, and geographic reach given the nature of the Services and the Company's legitimate business interests in protecting its proprietary PR strategy, media relationships, and goodwill.

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7. TERM AND TERMINATION

7.1 This Agreement commences on the Effective Date and shall continue until terminated by either Party.

7.2 Either Party may terminate this Agreement at any time by providing thirty (30) days' prior written notice to the other Party.

7.3 The Company may terminate this Agreement immediately and without notice if Contractor: (a) materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice; (b) engages in fraud, gross misconduct, or any act materially harmful to the Company; or (c) becomes insolvent or makes an assignment for the benefit of creditors.

7.4 Upon termination: (a) any unvested portion of the Equity Interest shall be automatically forfeited pursuant to Section 3.1(d); (b) Contractor's right to future Profit Share shall cease as of the termination date; (c) Contractor shall promptly return or destroy all Confidential Information and Company materials; and (d) Sections 4, 5, 6, 7.4, and 8 through 10 shall survive termination.

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8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that: (a) it has full authority to enter into this Agreement; and (b) this Agreement does not conflict with any other agreement, obligation, or legal restriction binding on such Party.

8.2 Contractor further represents and warrants that: (a) the Services and all Work Product shall be original and shall not infringe any third-party intellectual property rights; (b) Contractor is not subject to any non-compete, non-solicitation, or confidentiality agreement that would restrict performance of the Services; and (c) Contractor holds no undisclosed conflicts of interest with any media outlet, journalist, or publication that would impair Contractor's ability to represent the Company in good faith.

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9. LIMITATION OF LIABILITY

9.1 In no event shall either Party be liable for indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

9.2 The Company's total cumulative liability to Contractor under this Agreement shall not exceed the total value of Profit Share payments, if any, paid to Contractor in the three (3) months preceding the event giving rise to the claim.

9.3 The Company makes no representation or guarantee regarding the outcome of any media placement or press coverage. Contractor's performance shall be measured by reasonable effort and activity standards, not by guaranteed coverage results.

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10. GENERAL PROVISIONS

10.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

10.2 DISPUTE RESOLUTION. Any dispute arising out of or relating to this Agreement shall first be submitted to good-faith negotiation between the Parties. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in New Castle County, Delaware, under the rules of the American Arbitration Association. Judgment on any arbitration award may be entered in any court of competent jurisdiction.

10.3 ENTIRE AGREEMENT. This Agreement, together with the Company's LLC Operating Agreement as it pertains to the Equity Interest, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings of the Parties with respect thereto. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

10.4 SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

10.5 WAIVER. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce such provision in the future.

10.6 NOTICES. All notices under this Agreement shall be in writing and delivered by email with read receipt or by certified mail to the addresses set forth above, or to such other address as a Party designates in writing.

10.7 COUNTERPARTS. This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall have the same legal effect as original signatures.

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IN WITNESS WHEREOF, the Parties have executed this PR Contractor Agreement as of the Effective Date.

SOUL IN PSYABSTRACT LLC

Signature: _______________________________
Name: Marina Davidov
Title: Managing Member
Date: ___________________________________


CONTRACTOR

Signature: _______________________________
Name: [CONTRACTOR_NAME]
Address: [CONTRACTOR_ADDRESS]
Date: ___________________________________

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EXHIBIT A — MONTHLY DELIVERABLES REPORT TEMPLATE

Due: by the 5th of each calendar month for the prior month.

1. Media outlets pitched during period: _______________________________________
2. Press placements secured (publication, date, link): _________________________
3. Interviews or appearances arranged: _______________________________________
4. Media contact database size (new contacts added): __________________________
5. Coverage metrics (estimated reach, impressions where available): ____________
6. Investor or strategic inquiries attributed to PR activity: __________________
7. Events attended during period (name, date, type, in-person/virtual): ________
8. Event outcomes (contacts made, pitches delivered, follow-ups initiated): _____
9. Issues or blockers encountered: __________________________________________
10. Planned activities for next month (incl. events registered): ________________

Contractor signature: ___________________________ Date: ____________________

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EXHIBIT B — PR STRATEGY BRIEF (REFERENCE)

Key Narratives:
  1. Personal: AI built by a neurodivergent founder for neurodivergent minds
  2. Product: First integrated AI suite for ADHD/BPD (Focus + NeuroPower + SIPA AI + Games)
  3. Market: Mental health tech + neurodivergent productivity gap
  4. Investment: Pre-seed opportunity, Delaware LLC, equity-model hiring

Target Media Tiers:
  Tier 1 (Global): TechCrunch, Wired, Forbes Tech
  Tier 2 (Israel): Geektime, CTech (Calcalist), The Jerusalem Post Business
  Tier 3 (Niche): ADDitude Magazine, The Mighty, NeuroClastic, Psychology Today

KPI — First 3 Months:
  - 6+ media mentions in tier-1/2 outlets
  - 2-3 founder interviews or profiles
  - 50+ media contacts in database
  - 20+ pitches sent per month
  - 2,000+ UTM-tracked visits from PR activity
  - 5+ investor inquiries attributed to press coverage

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NOTE: This document is a draft. Review alongside the LLC Operating Agreement before signing.
Fill in: [CONTRACTOR_NAME] [CONTRACTOR_ADDRESS] [START_DATE] [PROFIT_SHARE_%]