Sales Independent Contractor Agreement

WHEREAS, the business of the Company is providing services to businesses and individuals, in particular, without limitation, providing social media marketing services, including, without limitation, content clipping, content distribution, and organic traffic generation services (the "Business");

WHEREAS, the Contractor is and has been engaged in the business of sales, telemarketing, inbound or outbound call center sales, and/or other forms of sales outreach to potential customers who may benefit from the Company's services ("Contractor Services") upon the terms and conditions hereinafter set forth; and

WHEREAS, the Contractor wishes to provide Contractor Services to the Company and the Company desires to receive the Contractor Services from the Contractor.

For the period commencing on the Effective Date and continuing until terminated (the "Term"), the Contractor shall provide Contractor Services to the Company as provided in Section 2.

During the Term the Contractor shall provide to the Company those certain Contractor Services that are within the expertise and skills of the Contractor and are appropriate for the Company and the Business of the Company, including without limitation sales services, inbound and outbound communications, customer engagement, explanation of Company services, and facilitation of the closing of sales.

The Contractor may provide its/his services hereunder from its/his own place of business during the Contractor's normal business hours by way of, among other means, telephone consultation or written correspondence.

In consideration of its agreement to act as a Contractor pursuant to the terms of this Agreement, the Company hereby agrees to pay the Contractor the fees as follows ("Fees"):

• Five percent (5%) of the gross revenue actually received by the Company from the applicable customer attributable to the Contractor's efforts; and
• Two Hundred Fifty Dollars ($250.00) per completed sale.

Payments to the Contractor from the Company shall be made within fourteen (14) business days following receipt of payment from the applicable customer.

The Company shall use commercially reasonable efforts and good faith determination based on call tracking, internal systems, and other commercially reasonable methods to determine attribution of customers, provided that in no event shall the Company be obligated to pay compensation to more than one contractor for the same customer.

The Company reserves the right to modify compensation upon written notice, and Contractor's continued performance shall constitute acceptance.

The Contractor shall be solely responsible for all expenses incurred in the performance of services under this Agreement, including all direct and indirect costs, including without limitation, communication expenses, equipment, insurance, taxes, legal fees, and all compensation paid to employees or contract personnel hired by the Contractor. The Company will not reimburse the Contractor for any expenses incurred and the sole remuneration to the Contractor are the Fees pursuant to Section 3.

Contractor agrees to perform all services in compliance with all applicable laws, statutes, ordinances, regulations, and legal guidelines (collectively, "Laws"), including, without limitation:

• The Federal Trade Commission Act ("FTC Act")
• Federal Trade Commission regulations and guidelines
• The Telephone Consumer Protection Act (TCPA)
• The Telemarketing Sales Rule (TSR)
• All applicable state and federal consumer protection laws

Contractor agrees and acknowledges that Contractor must obtain approval from the Company prior to performing any services and prior to being entitled to any Fees.

Contractor acknowledges that violation of these Terms in any manner may result in the immediate termination of this Agreement and forfeiture of any accrued but unpaid compensation.

Contractor shall:

• (a) Not engage in any deceptive or abusive practices;
• (b) Not make any false, misleading, or deceptive statements;
• (c) Not guarantee outcomes, results, or revenue;
• (d) Maintain all legally required records, including call records where applicable;
• (e) Comply with all Do Not Call, consent, and time-of-day restrictions;
• (f) Ensure all communications are lawful and accurate.

Contractor agrees that the Company shall not be obligated to pay for any sales derived from violations of Laws, and that liability for any such violations shall rest solely with Contractor.

The Contractor acknowledges and agrees that all communications, statements, representations, and conduct undertaken in connection with sales activities are made independently by the Contractor.

The Contractor further acknowledges that:

• The Contractor is solely responsible for all statements made during calls or communications;
• Any unauthorized statements, misrepresentations, or omissions are made outside the scope of authority granted by the Company;
• The Company shall not be liable for any such statements, omissions, or conduct.

(a) Confidentiality. The Contractor acknowledges that the information, observations and data obtained by Contractor while providing Services to the Company ("Confidential Information") are the property of the Company. Contractor shall not disclose or use such information except as permitted. Contractor shall return all such materials upon termination.

(b) Work Product. All Work Product shall be considered work made for hire and shall be the exclusive property of the Company, including all intellectual property rights.

(c) Non-Competition. During the Term and for a period of two (2) years thereafter, the Contractor shall not engage in any business that competes with the Company's Business.

(d) Injunctive Relief. The Contractor agrees that breach of this Section would cause irreparable harm and the Company shall be entitled to injunctive relief.

(e) Ownership of Customer Data. All customer data shall remain the exclusive property of the Company.

(f) Remarketing. Contractor shall not remarket or use Company data without prior written consent.

In performing the services, the Contractor is acting as an independent contractor. No person employed by Contractor shall be deemed an employee or agent of the Company.

The Company will not withhold taxes and will issue a Form 1099.

The Contractor shall receive no benefits. The Parties are not partners or joint venturers.

The Contractor is solely responsible for compliance with all Laws.

The Company is expressly absolved of any liability stemming from the Contractor's conduct, including sales activities, marketing practices, and communications.

The Contractor agrees to indemnify, defend, and hold harmless the Company and its affiliates, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, or expenses (including attorneys' fees) arising out of or resulting from:

• (i) any breach of this Agreement by the Contractor;
• (ii) any act or omission of the Contractor; or
• (iii) the Contractor's violation of any applicable law or third-party rights.

This indemnification shall survive termination.

All terms of this Agreement shall inure to the benefit of and be binding upon the Parties and their successors and assigns.

The Contractor may not assign this Agreement without written consent.

The Company may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets without consent.

All notices shall be in writing and sent via mail or email with confirmation.

If any provision is invalid, the remainder shall remain in effect.

Failure to enforce any provision shall not constitute waiver.

Only the Parties benefit from this Agreement, except Company affiliates.

This Agreement may be modified only in writing signed by both Parties.

Headings are for convenience only.

This Agreement may be executed electronically and in counterparts.

This Agreement constitutes the entire agreement.

This Agreement shall be governed by Florida law.

All disputes shall be resolved by binding arbitration in Broward County, Florida under AAA rules.

Company may seek injunctive relief in Florida courts.

This Agreement shall not be construed against either Party.

Standard rules of interpretation apply.

Recitals are incorporated into this Agreement.

The prevailing Party shall be entitled to attorneys' fees and costs.