THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made between Client ("Company"), and Nicholas Neral and Michael Stark ("Independent Contractor") the day of payment made via the Independent Contractors’ website.  The Company and Independent Contractors are referred to collectively as the "Parties" and individually as a "Party."

WHEREAS, the Company desires to retain the services of Independent Contractor and Independent Contractor desires to perform certain consulting and related services for the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereby agree as follows:

1. Description of Services. Independent Contractor agrees to provide the services described on Exhibit “A” attached hereto as may be requested by the Company (the "Services").
2. Independent Contractor Status. Independent Contractor and the Company understand and intend that Independent Contractor shall perform the Services specified under this Agreement as an independent contractor and not as an employee of the Company. The manner of and means by which Independent Contractor executes and performs its obligations hereunder are to be determined by Independent Contractor in its reasonable discretion. Independent Contractor is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner, unless, in each instance, Independent Contractor shall receive the prior written approval of the Company to so assume, obligate, or bind the Company.
3. Acknowledgements. The parties acknowledge the following:
   1. The Company only retains the right to direct the results achieved by Independent Contractor. The Company does not retain the right to control the manner and means by which these results are to be accomplished, nor will the Company establish a quality standard for Independent Contractor; provided, however, that Independent Contractor will perform the Services in a manner consistent with professional industry standards.
   2. Independent Contractor shall determine when and how it is to perform Services under this Agreement. There shall be no set hours during which Independent Contractor must work, provided, that, when working with Company’s customers, Independent Contractor will make himself or herself available as reasonably necessary to accommodate such customers’ respective schedules.
   3. Apart from furnishing specifications and other materials for the purpose of familiarizing Independent Contractor with the relevant Company products and processes, Company will neither provide nor require more than minimal training for Independent Contractor.
   4. Independent Contractor's Services, apart from any Work Product (as defined herein), shall not be integrated into the Company's general business operations.
   5. Independent Contractor is not required to work full time for the Company and may perform services for other companies.
   6. Independent Contractor shall not be required to submit regular written reports, but the Company shall periodically review Independent Contractor's progress in achieving the goals set forth by the Company.
   7. Except as specified on Exhibit “A”, the Company will not provide any equipment or other resources to Independent Contractor for performance of the duties under this Agreement.
   8. Independent Contractor understands that it must obtain and keep current, at its own expense, all permits, certificates, and licenses necessary for Independent Contractor to perform the Services, if any.
4. Term and Termination.
   1. Unless otherwise specified in Exhibit “A”, this Agreement will be auto-renewed on a month-to-month basis, and either Party can give the other Party written notice of non-renewal at any time prior to the beginning of the next month. Upon such notice by the Company, Independent Contractor is not authorized to perform any other Services under this Agreement.
   2. Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement (i) by thirty (30) days written notice with or without reason, and (ii) immediately upon written notice to Independent Contractor in the event that Independent Contractor violates the terms of this Agreement or fails to produce a result that meets the specifications set by the Company (including, without limitation, any specifications set forth on Exhibit “A”). Upon such termination, the Company shall have no further liability hereunder. Upon such notice by the Company, Independent Contractor is not authorized to perform any other Services under this Agreement.
   3. All invoices for Services performed or expenses incurred prior to the effective date of termination shall be paid promptly in accordance with the invoice reflecting such charges and expenses.
5. Compensation.
   1. Amount. In consideration of Independent Contractor providing the Services and performing the obligations hereunder, the Company shall pay Independent Contractor the compensation paid via the Independent Contractor’s website.
   2. Refunds. Independent Contractors reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by Independent Contractors are owned by the Independent Contractors and are prohibited from being used by the Client in any way. If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period. Independent Contractors reserves the right to take appropriate legal actions against Client for breach of this paragraph.
   3. Expenses. Unless otherwise agreed to in writing by the Company, Independent Contractor shall be responsible for all business and travel expenses it incurs while providing the Services under this Agreement.
   4. Payment. Payment of consulting fees, if any, specified in Exhibit A shall be made by the Company to Independent Contractor no later than the first business day of the month preceding the month the Services are performed.
   5. Taxes. No income tax or payroll tax of any kind shall be withheld or paid by the Company on behalf of Independent Contractor for any payment under this Agreement, except as may be required by law for payments to independent contractors. Independent Contractor shall be responsible for all taxes and similar payments arising out of any activities contemplated by this Agreement, including without limitation, federal, state, and local income tax, social security tax (FICA), self employment taxes, unemployment insurance taxes, and all other taxes, fees, and withholdings.
   6. Benefits. Independent Contractor is not an employee of the Company and, therefore, shall not be entitled to any benefits, coverages, or privileges, including, without limitation, social security, unemployment compensation insurance, workers' compensation insurance, medical benefits, or pension payments.
6. Developed Technology. All final deliverables of computer software, patentable inventions, graphic designs, video, text and other content and any other deliverables described in Exhibit “A” produced by Independent Contractor in connection with this Agreement (collectively, the “Developed Technology”) shall be made property of the Company at the time the deliverable is delivered to the Company. Company is prohibited with sharing materials developed for internal use outside of Company. Company acknowledges that software developers often use the same or similar source code across similar projects. If the Company wishes to maintain full exclusivity of the source code, the Company and Independent Contractor must agree to such exclusivity in writing, which may increase costs which will be agreed upon in writing.
7. Representations and Warranties. Independent Contractor represents and warrants that:
   1. Independent Contractor will perform the Services using its best efforts in a professional manner consistent with industry standards.
   2. Independent Contractor has full right and power to enter into and perform this Agreement without the consent of any third party. The execution, delivery and performance of this Agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which Independent Contractor is a party or by which Independent Contractor is bound.
   3. All of the Developed Technology is or shall be an original work of Independent Contractor and is free and clear of all claims, liens, encumbrances and the like of any nature whatsoever. Company shall be the sole owner of the Developed Technology, and Independent Contractor has full and exclusive rights to assign the rights assigned herein to Company. None of the Developed Technology infringes, conflicts with or violates, or will hereafter infringe, conflict with or violate, any patent or other intellectual property right of any kind (including, without limitation, any trade secret) or similar rights of any third party. Independent Contractor has maintained the Developed Technology in confidence and has not granted, directly or indirectly, any rights or interest whatsoever in the Developed Technology to any third party.
   4. The Independent Contractor retains the right to use Company’s logo and descriptions of services performed and descriptions and visuals of Developed Technology for marketing purposes.
8. Indemnification. Independent Contractor, for himself and his successors, heirs, beneficiaries, affiliates, subrogees, principals, agents, partners, employees, associates, attorneys, representatives, and assigns, shall waive, release, indemnify, and agree to save, defend, and hold harmless the Company and its affiliates, predecessors, successors, subrogees, assigns, parents, subsidiaries, heirs, insurers, and each of their respective officers, directors, trustees, shareholders, agents, attorneys, and employees, former employees, and any other related individual or entity, from any and all past, present, or future claims, actions, causes of action, demands, controversies of every kind and nature, rights, liabilities, losses, costs, expenses, attorneys' fees, damages, medical costs and treatments, death, injury, accident or property damage relating to, resulting from, or arising out of (a) the failure by Independent Contractor to obtain insurance coverage as set forth herein; (b) any breach of this Agreement, including without limitation any breach of the representations and warranties set forth in this Agreement; (c) any act, statement, or omission by Independent Contractor resulting in any claims, actions, causes of action, or proceedings against the Company or its affiliates; (d) any claim by Independent Contractor of any of its employees or contractors for workers' compensation or unemployment compensation benefits; or (e) any action or omission by Independent Contractor, whether negligent, intentional, reckless, or otherwise. This paragraph shall survive any termination of this Agreement.
9. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the matters contemplated herein. No promises or representations have been made by the Company or Independent Contractor other than those contained in this Agreement.
10. Governing Law and Forum. This Agreement and all disputes arising hereunder shall be subject to, governed by, and construed in accordance with the laws of the State of Florida, without regard to conflict of laws provisions. All disputes arising under or relating to this Agreement shall be resolved in the federal or state courts situated in Orange County, Florida.
11. Waiver. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
12. Severability. In the event that any provision of this Agreement shall be invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

Exhibit “A”

To

Independent Contractor Agreement

Scope Of Work: