INDEPENDENT CONTRACTOR SERVICES AGREEMENT

To the extent that any of the terms or conditions contained in this Agreement may contradict or conflict with any of the terms or conditions of the attached Agreement, it is expressly understood and agreed that the terms of this Agreement shall take precedence and supersede any previous Agreement.

WHEREAS, Contractor provides support Services in an independent capacity; WHEREAS, Company is in the business of brokering the Services of Independent Contractors to third parties (the “Client”); and WHEREAS, Contractor desires to utilize the Services of Company for brokering of services to be performed by Contractor; WHEREAS, the purpose of this Agreement is to set forth the scope of the terms, duties and obligations, both Contractor and Company must adhere to upon each separate occasion that Contractor performs Services for Client as it is intended that this Agreement does not represent a permanent or continuing relationship between Contractor and Company;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Company hereby agree as follows:

1) Assignment Neither Party shall assign or delegate its rights and obligations under this Agreement or any part hereof without the prior written consent of the non-assigning or non-delegating party.

2) Governing Laws/Venue All disputes regarding the construction, interpretation and Parties’ obligations under this Agreement shall be governed by the laws of the State of Georgia, notwithstanding any of that state’s laws to the contrary. The venue and jurisdiction for the resolution of any such disputes shall be in the State or Federal courts located in the State of Georgia.

3) Dispute Resolution In the event a dispute arises between Contractor and Company regarding the application or interpretation of any provision of this Agreement, the aggrieved Party shall promptly notify the other Party to this Agreement of the dispute. If the Parties fail to resolve the dispute within ten business days after receipt of such notice, each Party shall, within five business days thereafter, agree to escalate such dispute to the American Arbitration Association (“AAA (a) If a settlement is not achieved within ten (10) business days, then Parties agree to attempt to resolve the dispute through mediation by submitting the dispute to mediation in accordance with the then current rules for mediation promulgated by the AAA, including the Optional Rules for Emergency Measures of Protections which provide for injunctive relief. The mediation proceedings shall be held in Atlanta, Georgia, and each Party shall bear its own expenses and an equal share of the expenses of the mediator and the fees of AAA. Such mediation will be held within thirty (30) business days of submission to AAA.

4) Confidentiality of Information In performing the Services under this Agreement, Contractor may be provided or may otherwise come into the possession of proprietary information, customer information, product and service information, and other confidential information (the Confidential Information”) regarding the business and Services of Company or Client, all of which are valuable to Company. Contractor agrees to receive, hold, and treat all Confidential Information received from each other as confidential and secret and agree to use best efforts to protect the confidentiality and secrecy of such Confidential Information. Contractor agrees that they will disclose such Confidential Information only to staff who are required to have such knowledge in connection with the performance of their obligations under this Agreement; and Contractor will not disclose, directly or indirectly, any Confidential Information for self-benefit or the benefit of any third party. (a) Furthermore, Contractor agrees to keep confidential and not to disclose to third parties any information provided by Company pursuant to generating leads or any other Services learned by Contractor during the course of this Agreement unless Contractor has received prior written consent of Company to make such a disclosure. This provision shall survive the termination of this Agreement for any reason.

5) Entire Agreement This Agreement constitutes the entire Agreement and there are no oral or other representations regarding the subject of this Agreement that are binding on either Party. All changes to this Agreement must be in writing. It is understood and agreed that e-mail correspondence shall constitute “a writing” to this Agreement unless expressly included herein.

6) Force Majeure In the event that either Party is unable to perform its obligations under this Agreement as a result of a force majeure, neither Party shall be liable to the other for direct or consequential damages resulting from lack of performance. “Force Majeure shall mean fire, pandemic, earthquake, flood, act of God, strikes, work stoppages, or other labor disturbances, riots or civil commotions, acts of terrorism or other hostilities, litigation, war or other act of any foreign nation, power of government, or governmental agency or authority, or any other cause like or unlike any cause above mentioned which is beyond the control of either Party.

7) Indemnification To the fullest extent permitted by law, each Party agrees to mutually indemnify and hold harmless the other Party, its officers, directors, shareholders, employees, current and former trustees, agents and representatives from and against any and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but not limited to attorney’s fees and costs, (collectively, “Claims”) arising out of the intentional or negligent acts or omissions in the performance hereunder of the indemnifying Party, its agents, representatives, employees, subcontractors and consultants, or Party’s failure to render Services in compliance with this Agreement, even in the event Party is alleged or found to be partially negligent.

8) Notice of Action If either Party receives or has reason to believe that it may receive any complaint, claim, notice of investigation, petition, or subpoena (collectively “Notice of Action”) concerning the subject matter of this Agreement, then Party receiving the Notice of Action will immediately give the other Party written notice of same. Parties will cooperate with each other in good faith to investigate and resolve the matter to the reasonable satisfaction of both Parties. Each Party will be responsible for its own costs and expenses, and a Party will not be deemed to waive any attorney-client privilege or any other privilege in effectuating this Section.

9) Limitation of Liability Notwithstanding anything specifically contained in this Agreement, nothing in this Agreement shall limit the liability of Contractor under law or custom.

10) Names & Trademarks No Party to this Agreement shall, without express written consent in each case, use any name, trade name, trademark, or other designation of Company, or represented Client, hereto (including contraction, abbreviation, or simulation) in advertising, publicity, promotional, or any other activities or context.

11) Laws/Policies Contractor warrants that it will comply with all federal, state, and local laws as well as Client policies applicable to its performance hereunder, including but not limited to those relating to nondiscrimination, equal employment opportunity, and affirmative action.

12) Confirmation of Entity Status Contractor represents and warrants as follows. (a) It is a duly formed corporation or limited liability company registered and authorized in good standing to do business in each state in which the Services are performed or in which they will be performed. (b) Should Contractor’s entity be dissolved, administratively or otherwise, or should it at any time be in a status other than good standing with the state of registration or in any state in which it is providing the Services, Contractor shall immediately cease providing the Services and notify Company in writing. (c) Contractor shall not resume providing the Services until (i) it has been returned to a “good standing” status and authorized to do business in the state of registration, and (ii) Company has authorized it in writing to resume providing the Services. (d) Entity dissolution or the loss of “good standing” status for any reason shall entitle Company to cancel the contract effective immediately, even if Contractor subsequently restores its status to good standing.

13) Changes to Laws, Rules, and Regulations Contractor represents and acknowledges that Client and/or the federal government may change the rules or compliance standards for any Campaign at any time. Company has no control over or input with respect to same. Contractor shall promptly comply with any such changes as communicated to it from time-to-time by Company or Client.

14) Compliance with Local Laws and Regulations Contractor shall comply with all state and local laws, rules, and regulations regarding setting up and maintaining event locations, signage, permits, and licenses. Contractor shall indemnify Company and hold it harmless from any damages, costs, fines, penalties, or other losses caused by Contractor’s failure to adhere to any such laws and regulations.

15) Risk of Loss Contractor hereby releases Company from any liability relating to representations about the task requirements or to the conditions under which Contractor will be working. Contractor shall be solely responsible and liable for the Services it provides hereunder and will not look to Company or Client for any indemnification or sharing of risk in the performance of its duties or the resulting work product.

16) Insurance In addition to any other insurance required by this Agreement, Contractor will obtain for itself and its personnel before

providing Services, at its own expense, comprehensive general liability insurance coverage with a minimum coverage of $1,000,000 per occurrence. Company should be listed as additional insured for campaigns covered by this Agreement, for

limits of liability and terms reasonably satisfactory to Company. A certificate of such insurance shall be furnished to Company upon demand. Contractor agrees to indemnify and hold Company harmless from all liability or expense that Company may incur in whole or in part by the acts of Contractor, its agents, representatives, volunteers, and employees while performing work or Services pursuant to this Agreement, including reasonable Attorneys’ fees.

17) Independent Contractor Contractor is an independent contractor and not an employee of Company. Contractor shall be solely responsible for any unemployment or disability insurance payments, or payments that may be required by Federal, State, or local law with respect to any sums paid to Contractor hereunder. Contractor shall not be entitled to any Company employee benefit of any nature whatsoever. Furthermore, the arrangements contemplated by this agreement shall not be deemed to constitute a partnership or joint venture between Contractor and Company. (a) Contractor will defend, indemnify, and hold harmless Company from and against all liability for the payment of taxes, interest and/or penalties, as well as damages and costs, including but not limited to attorney’s fees, in connection with any claim that Contractor is an employee of Company.

18) Contractor’s Warranties Contractor, on behalf of itself and its employees, agents, and representatives, represents and warrants as follows: (a) It has carefully read and agrees to be bound by and to comply with the terms and conditions set forth in the Scope of Work listed in Exhibit A, (b) All employees, representatives, and agents employed or used by Contractor to provide Services (the "Field Agents") shall have read and demonstrated an understanding of all the provisions of the Scope of Work listed in Exhibit A prior to providing any Services for Client campaign.

19) Non-waiver Either Party’s failure to insist upon the performance of any term of this Agreement shall not be construed as a waiver of that Party’s present or future right to such performance and each Party’s obligations in respect thereto shall continue in full force and effect.

20) Non-Circumvention Contractor agrees that all third parties introduced by Company represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital of Company. Therefore, without the prior specific written consent of Company, Contractor agrees to refrain from conducting direct or indirect business dealings of any kind with any third party introduced by Company, with the exception of third parties with which Contractor has previously had a formal business relationship, for a period of two (2) years from the Effective Date of this Agreement. Furthermore, Contractor acknowledges that any circumvention defined in this Agreement may result in immediate and irreparable harm to Company that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, Company will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction, or permanent injunction without the posting of a bond or other security.

21) Notice Any notice under this Agreement shall be in writing and be delivered in person, by public or private courier services or certified mail with return receipt requested or by verified email. All notices shall be addressed to Parties at the following addresses or at such addresses as Parties may from time to time direct in writing;

Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept delivery, (b) the date of mailing by certified mail, or (c) the day email delivery is sent. Actual notice, however, and from whomever received, shall always be effective.

22) Ownership Any and all works created by Contractor pursuant to this Agreement (the “Works”) shall be deemed Works made for hire and all rights pertaining to Works, including, without limitation, all copyrights, shall belong to and shall be the sole and exclusive property of Company. Contractor shall also execute all papers and perform all such other acts as Company may deem necessary to secure for Company or its designee all such rights herein assigned. Contractor shall not share Company "Trade Secrets" or Work Product" with any third party or utilize Company "Trade Secrets" without Company's written consent. (a) This provision shall survive expiration and termination of this Agreement.

23) Background Check When required by Client, all employees, representatives, and Field Agents employed or used by Contractor must submit to a background check to ensure that there is not a history of conviction relating to the business of Client. Criminal conviction may not preclude Field Agents from participating in campaign.

24) Onboarding and Training Certain Client campaigns require Field Agents to go through a vetting and onboarding protocol. In these cases, Contractor will cooperate with Client in providing the required information. Company has no control over the process; it is administered entirely by Client. Company acts as a vendor, collecting and submitting required information to Client and communicating the determination with respect to Contractor’s eligibility. Company does not have input on the eligibility determination and makes no representation or warranty with respect to the eligibility of any of Contractor’s Field Agents. Contractor will only use eligible Field Agents to provide the Services on behalf of Client. Client’s use of the word “agent” does not create any agency, partnership, or other such relationship between Company and Contractor, any such relationship being expressly disclaimed by both Parties.

25) Field Agents Standards & Misconduct Client maintains the right, without interference or input from Company, to set standards for the Field Agents that represent it. Contractor acknowledges being advised by Company of Client’s expectations and the consequences imposed by Client for misconduct. Contractor further represents its acknowledgement that Company has no control or input with respect to rules, standards, and determinations established or made by Client. Contractor will indemnify Company and hold it harmless from any allegation or determination made by Client with respect to any misconduct, and/or punishment determined by Client, and any Field Agents disqualification for any reason.

26) No Third-Party Beneficiaries No person or entity other than Parties hereto will be entitled to bring any action to enforce any provision of this Agreement against a Party hereto.

27) No Authority Contractor shall have no authority to take any action, create any obligation, make any commitment, incur any indebtedness, or enter into any agreement that binds Company. Furthermore, Contractor shall not represent to any person or entity that Contractor is associated with Company in any capacity other than that of an Independent Contractor.

28) Severability The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.

29) Term This initial term of this Agreement shall be for one year beginning on the Effective Date. It shall continue for successive one-year terms unless terminated as provided herein.

30) Agreement Termination for Convenience Company may terminate this Agreement at any time upon 30-days written notice to Contractor. Contractor may terminate this Agreement at any time upon 60-days written notice to Company.

31) Agreement Termination for Cause Company may terminate this Agreement effective immediately upon written notice to Contractor for any of the following reasons: (a) Contractor’s material breach of this Agreement, (b) The administrative or other dissolution of Contractor or loss of good standing as a registered corporation, limited liability company, or other entity in the state of registration or any state in which it performs the Services,

(c) Contractor’s loss of its ability for any reason to operate as a corporation, limited liability company, or other entity in the state of registration or any state in which it performs the Services, (d) Contractor’s failure to comply with any rule or regulation promulgated by the federal government (or any agency thereof) or Client causing Company to eliminate Contractor as an eligible provider, (e) Disqualification or debarment of Contractor by the federal government (or any agency thereof) or client from participating in the Lifeline or ACP program, (f)At the request of the federal government (or any agency thereof) or Client, (g) Any accusation against Contractor involving crimes of fraud, theft, or dishonesty; or, (h) Contractor’s insolvency, bankruptcy, or inability to pay its bills in the regular course of business.

32) Effect of Agreement Termination Upon the termination of this Agreement for any reason, Contractor shall immediately: (a) Discontinue the distribution of Client program assets received and or invoiced inventory, (b) Provide Company with all invoiced inventory and other Client program assets received in its possession at the time of termination within fourteen (14) days to settle and outstanding balances, (c) Follow Company’s instructions with respect to the return of all program assets received from Client and invoiced inventory to Client (including without limitation any materials containing Client trade dress or trademarks), (d) Provide Company with full financial, sales, and other records relevant to the Client’s Services, invoiced inventory, and program assets received, and, (e) Cooperate with any investigation or audit by the federal government, Client, or Company (even if such investigation is commenced after the termination date

33) Audits If Company is audited by Client or the federal government, Contractor shall cooperate fully and provide such information as Company may request to assist Company in complying with its legal and contractual obligations.

34) Records Contractor shall maintain any and all records, documents, and materials of any nature whatsoever concerning the relationship between the Parties and all services rendered pursuant to this Agreement for a period of not less than two years from the date of termination regardless of the reason therefor.

35) Counterparts This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute and be one and the same instrument.

36) Non-Solicitation Company agrees to not engage the services of Contractor's direct Representatives for the life of this Agreement, as well as for one (1) month after this Agreement has been terminated. If this Agreement is terminated due to Contractor becoming insolvent, Contractor non-payment, then the Representative and Company will not need to wait one month to enter into a direct Agreement.

37) Information Security Contractor hereby acknowledges and agrees that its collection, access, use, storage, disposal, and disclosure of Confidential Information complies with federal state, privacy, and data security law (including but not limited to having in place information security practices that comply with Mass. Regs. Code tit. 201, § 17.00, Cal. Civ. Code. §§ 1798.80-84, as well as all other applicable regulations, directives, and regulatory guidance Contractor is responsible for any unauthorized collection, access, use, storage, disposal, and disclosure of Confidential Information by its employees, Representative or subcontractors under its control or in its possession. Without limiting the foregoing, Contractor will implement appropriate safeguards to protect the Confidential Information that are no less rigorous than accepted industry practices (such as ISO 27002, ITIL or COBIT or other industry standards of information security), and will ensure that all such safeguards, including how the Confidential Information is collected, accessed, used, stored, disposed of, and disclosed, comply with applicable data protection and privacy law and comply with the terms of this Agreement. (a) If Contractor will have access to or will be collecting, accessing, using, storing, disposing, or disclosing credit, debit or other payment cardholder information, Contractor warrants that it will at all times remain in compliance with the Payment Card Industry “PCI” Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and implementing such changes as necessary to remain in compliance at Contractor’s expense. (b) Upon Company’s written request, Contractor will promptly identify all agents, employees, and representatives in writing as of the date of the request.

38) Program Assets & Inventory Accountability All program assets received, and invoiced inventory shall remain the property of Contractor until properly assigned to Client's Eligible Customer or confirmed returned. Contractor shall be responsible for the cost of all program assets received and invoiced inventory based on the terms listed in Exhibit B of this Agreement. (a) Contractor accepts all risk of loss and full responsibility for the condition of, any shortages in and the payment for all program assets received and invoiced inventory which may be lost, stolen, improperly activated, damaged, or destroyed. (b) Contractor shall use commercially reasonable efforts to: (i)Identify all program assets received and invoiced inventory associated with Client campaign, (ii) Separate program assets received, and invoiced inventory related to Client campaign from other property of Contractor, and (iii) Maintain complete and accurate records concerning the program assets received and invoiced inventory. (c) Contractor agrees to pay for each outstanding program assets received and invoiced inventory according to Exhibit B.

39) Exclusion of Warranties With respect to the program assets received and invoiced inventory and all other materials provided by Client to Contractor through Company, Company hereby disclaims all warranties, express or implied, including any applied warranties of merchantability or fitness for a particular purpose. All such materials shall pass through Company “AS IS”. Nothing herein shall otherwise affect any manufacturers or other warranty issued by a third party, and Contractor represents and warrants that it will only seek remedies against the maker of such warranty.

40) Equitable Remedies Parties acknowledge that a breach of the provisions of this Agreement are such that legal remedies alone would be insufficient to protect the rights and interests of Parties. Parties further agree that a Party adversely affected by a breach or potential breach may petition the court of competent jurisdiction for a restraining order, injunction, or such other equitable remedy as it may deem appropriate, and any defense to the inapplicability or inappropriateness of such equitable remedies is waived.

41) Arrearage Any outstanding balance owed by Contractor shall be offset from payments provided by Company from Client campaign. In the event that Contractor is a legal entity (i.e., not a single individual), any such outstanding balance unable to be offset from Company payments, shall be and hereby is personally and unconditionally guaranteed by the principal owner of Contractor entity who has signed this Agreement as the “Guarantor”.

42) Compensation Compensation will be paid according to Exhibit B. Contractor shall be entitled to be paid override compensation when Company is paid by Client. The amounts set forth shall be negotiable from time to time. Nothing herein shall make Contractor an employee or entitle Contractor to receive a salary or wages from Company. If Contractor, or Contractor Affiliates, have any discrepancies resulting from a payment true up, or outstanding balance from Company invoice, Company may withhold any amount owed as an offset from Company payment to Contractor.

43) Signature Authority The individuals signing below hereby represent and warrants that they are duly authorized to execute and deliver this Agreement on behalf of their organization as principal owner and that this Agreement is binding upon each Party and organization in accordance with its terms.