Sermon Tone Analysis

Intro

Intr

Effective  _  ,   Faith Moriah Eck  (“Consultant”) and VIPKID HK Ltd. (“Company”) agree as follows:

Group Intro

1. Services; Payment; No Violation of Rights or Obligations.

- Goal

We are to eagerly hunger for spiritual nutrition in greater degrees

Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A.  As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant.

Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.

2. Ownership Rights; Proprietary Information; Publicity.

We are here to become spiritually mature

Regardless of your background or where you are in your relationship with Jesus, you are called to grow

a) Company shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company.

Consultant hereby makes all assignments necessary to accomplish the foregoing ownership.

Consultant shall assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.

Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant and all other creators or owners of the applicable Invention.

- What we do

b) Consultant agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees or other Company’s consultant) developed, learned or obtained by or on behalf of Consultant during the period that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information.”

Proprietary information also includes information received in confidence by the Company from its customers or suppliers or other third parties.

Consultant shall hold in confidence and not disclose or, except in performing the Services, use or permit to be used any Proprietary Information.

However, Consultant shall not be obligated under this paragraph with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant, provided that Consultant must promptly notify Company of any knowledge of the same.

Upon termination or as otherwise requested by Company, Consultant will promptly provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement.

Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

c) To the extent allowed by law, Section 2(a) and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).

Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s name and group photographs, video and/or audio recordings documenting Consultant in activities relating to the provision of Service set out in this Agreement in connection with promotion of its business, products or services.

To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto.

Consultant will confirm any such ratifications and consents from time to time as requested by Company.

If any other person is in any way involved in any Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit.

Scripture

Prayer

d) If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

Community

3. Warranties and Other Obligations.

Consultant represents, warrants and covenants that:  (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.

Lesson Intro

4. Conflicts of Interest.

In the recent months, a top 10 influential christian pastor that a lot of us, me included have studied under, has been saying the church needs to “unhitch” from the OT - I want to take a second to address that

Referring to Jesus command to love one another as I have loved you - “Jesus issued his new commandment as a replacement for everything in the existing list.

Including the big ten… [Christians] are not required to obey any of the commandments found in the first part of their Bible.”

Consultant represents and warrants that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from fully complying with the provisions hereof, and further certifies that Consultant will not enter into such conflicting agreement during the term of this Agreement.

5.

Termination.

Why - “The blended model (using both the OT & the NT) began as early as the second century when church leaders essentially kidnapped the Jewish Scriptures and claimed them as their own.”

a) Either party may terminate this Agreement for any reason with two weeks advance written notice.

If Company informed Consultant to terminate the contract in two weeks advance, Company may limit Consultant’s availability for time slots and remove Consultant’s access to VIPKID related platforms and may reassign already booked classes.

Jesus view of the OT

Scripture - referring to a Psalm - cannot be broken -

b) Company may terminate this Agreement without prior notice for any of the following reason: (i)Consultant breaches a material provision of this Agreement; (ii)Consultant is found unsuitable for the position in the reasonable opinion of Company; (iii)Consultant engages in misconduct (including any illegal activity during or outside of class hours) or any activity or actions that, in the reasonable opinion of Company may injure or tend to injure Company or the reputation of Company;(iv)Consultant consistently receives low feedback scores or severe complaints  from students and parents;(v)Consultant does not provide the necessary tools to teach stable, high quality classes;(vi)Consultant’s number of class cancellations (as stipulated in the Company’s Teacher Practices) exceeds maximum number during the term of this agreement.(vii)

Consultant provided false information or documentation in application stage and during the contract period.

For if you believed Moses, you would believe me; for he wrote of me.

But if you do not believe his writings, how will you believe my words?” -

6. Relationship of the Parties; Independent Contractor; No Employee Benefits; Taxes; Indemnification.

Notwithstanding any provision hereof, Consultant is an independent contractor and is not an employee, agent, partner or joint venturer of Company and shall not bind nor attempt to bind Company to any contract.

Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Company and Consultant, or any employee or agent of Consultant.

Consultant shall accept any directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement.

Consultant shall not be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.

Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant.

Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all taxes, including without limitation all federal and state income tax, social security taxes and unemployment, disability insurance and workers’ compensation applicable to Consultant and any person who performs Services in connection with this Agreement, and that Consultant will not be eligible for any employee benefits (nor does Consultant desire any of them) and expressly waives any entitlement to such benefits.

This pastor refers to the sermon on the mount replacing the 10 commandments, but Jesus in that sermon says 17 “Do not think that I have come to abolish the Law or the Prophets; I have not come to abolish them but to fulfill them.

18 For truly, I say to you, until heaven and earth pass away, not an iota, not a dot, will pass from the Law until all is accomplished.

19 Therefore whoever relaxes one of the least of these commandments and teaches others to do the same will be called least in the kingdom of heaven, but whoever does them and teaches them will be called great in the kingdom of heaven.

-

7. Indemnification.

Approximately 1/3 of the NT is quotations or allusions to the OT

o love God - Jesus says Those who love him keep his commandments

Consultant agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless to the extent of any obligation imposed on the Company (i) to pay withholding taxes or similar items or (ii) resulting from Consultant’s being determined not to be an independent contractor.

Consultant further agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys’ fees, arising out of or based upon any breach or alleged breach by Consultant of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

8. Assignment.

Used heavily is every book

This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company.

Any attempt to do so shall be void.

Company may fully assign and transfer this Agreement in whole or part.

Progressive revelation - that God has revealed His plan of redemption in small doses over time

It is not that the OT is obsolete or irrelevant

9. Notice.

All notices under this Agreement shall be in writing and shall be deemed given when personally delivered or sent by email, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.

It was fulfilled in Christ

10.

Mutual Agreement to Arbitrate Claims.

He was the ultimate sacrifice all the sacrifices were pointing to

By that sacrifice, God’s people are no longer one nation, but all nations

Consultant and the Company agree that any and all controversies, claims, or disputes arising out of, relating to, or resulting from Consultant’s performance of services for the Company or the termination of Consultant’s contract with the Company, including any breach of this mutual agreement to arbitrate claims (this “Arbitration Agreement”), shall be subject to binding arbitration.

Both parties agree that this Arbitration Agreement is enforceable under the Federal Arbitration Act, 9 U.S.C. §1 et seq.

(the “FAA”).

If the FAA is found not to apply, then this Arbitration Agreement is enforceable under the laws of the state in which Consultant performs services.

However, both parties agree that there will be no right to bring any dispute covered by this Arbitration Agreement as a class, collective or representative action.

Why study?

a) Claims Covered By this Arbitration Agreement.

To the maximum extent allowed by law, the Company and Consultant mutually consent to the resolution by binding arbitration of all claims or causes of action that the Company may have against Consultant or that Consultant may have against the Company or the Company’s current and former owners, partners, members, officers, directors, employees, representatives and agents, all subsidiary and affiliated entities, all benefit plans the benefit plans’ sponsors, fiduciaries, administrators, affiliates, and all successors and assigns of any of them.

It teaches us what Jesus is like and why he came

b) Class Action Waiver.

Consultant agrees that Consultant will not assert class action, collective action or representative action claims against the Company in arbitration or otherwise, nor will Consultant join or serve as a member of a class, collective or representative action.

Consultant understands that this means that there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class, collective or representative action (“Class Action Waiver”).

The Class Action Waiver shall not be severable from this Arbitration Agreement in any lawsuit in which (1) the complaint is filed as a class, collective or representative action and (2) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought).

In such instances, the class action must be litigated in a civil court of competent jurisdiction and not as class arbitration.

God has not changed, so seeing how He deals with His people is important

Consultant understands that either party may lawfully seek enforcement of this Arbitration Agreement and the Class Action Waiver under the FAA and seek dismissal of such actions or claims.

Notwithstanding any other clause contained in this Arbitration Agreement, any claim that all or part of the Class Action Waiver is invalid, unenforceable void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

The Class Action Waiver shall be severable when a dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

The promises

c) Administrative Relief.

Consultant understands that this Arbitration Agreement does not prohibit Consultant from pursuing an administrative claim with a local, state, or federal administrative body that is authorized to enforce or administer laws related to employment.

Consultant understands that this Agreement does, however, preclude Consultant from pursuing any court action regarding any such claim, except as permitted by law.