VII Independent Contractor Status:  It is herewith acknowledged the Contractor is independent in nature, an as such retains all rights to control and determination of the manner in which the contractual services are performed.

VIII      Specific Clientele:  It is understood the Contractor has the right to retain all previous and established clients to acquire new clients while retained to perform services for the Client, providing acquisition of said clients is not in violation of any confidentiality agreement that may also be in place between the Client and the Contractor.

IX  Equipment and Supplies:  The Contractor shall be fully responsible for the procurement, cost and use of all materials, supplies, equipment and/or additional labor that might be needed or required to complete the requirements of the Agreement.  Under unique circumstances, the Client shall provide or reimburse the Contractor for anything that is discussed and agreed upon in writing on a separate contract upon such occasion.

X   Written Reports:  Reports will be disclosed at every meeting, on a weekly basis or at the request of the Client. A budget analysis and projection report shall be due at the end of every month or at the Client’s discretion and shall be submitted to the Client in a confidential written report at such time.  The reports shall be in such form and set forth such information and data as is reasonably requested by the Client and compliant with the Generally Accepted Accounting Principles.

XI  Successors and Assignees:  This Agreement mutually binds and benefits all heirs, assignees and successors of both the Contractor and the Client.

XII Transmittal of Notices:  All notices, transmitted by either party, shall be delivered in writing or electronically to the address listed on this Agreement.  Said notices may be transmitted in person,  certified mail, overnight courier or email.

XIII      Counterparts:  It is understandably possible that each party may sign several counterparts of

this Agreement.  It is hereby agreed that each dually signed counterpart is considered to be a valid part of this agreement.

XIV      Modification:  No modification of the Agreement is considered valid unless submitted in writing and accepted by the party the modification is sought to be enforced against.

XV       Governing Law:  The terms of this Agreement are not in violation of any state, federal or local legislation.  Should any be discovered, or any law later amended, only that portion of the

Agreement becomes subject to negotiation or resolve.

XVI      Waiver:  Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

XVII     Termination.  The Client may terminate this agreement at any time by 10 working days’ written notice to the Contractor.  In addition, if the Contractor fails or refuses to comply with the written policies or reasonable directive of the Client, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this agreement, the Client at an time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.

XVIII    Severability:  Should any court discover any provision of this Agreement or any portion thereof held to be invalid and unenforceable, then the remainder of the Agreement shall nevertheless remain in full force and effect.

XIX      Confidentiality:  The Contractor acknowledges that during the engagement he or she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client’s business and product processes, methods, customer lists, accounts and procedures.  The Contractor agrees that she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of the agreement or at any time thereafter, except as required in the course of the engagement with the Client.  All files, records, documents, blueprints, specifications, information, letters, notes, media, lists, original artwork/creative, notebooks and similar items relating to the business of the Client, whether prepared by the Contractor or otherwise coming into her possession, shall remain the exclusive property of the Client.  The

Contractor shall not retain any copies of the foregoing without the Client’s prior written permission.  Upon the expiration or earlier termination of this agreement, or whenever requested by the Client, the Contractor shall immediately deliver to the Client all such files, records, documents, specifications, information and other items in her possession or under her control.  The Contractor further agrees that she will not disclose her retention as an independent contractor or the terms of this agreement to any person without the prior written consent of the Client and shall at all times preserve the confidential nature of her relationship to the Client and of the services hereunder.  The Clients hold the responsibility of full disclosure of all transactions incorporated with the bookkeeping and accounting aspect of the business to ensure proper and accurate accounts at all times.

XX Entire Agreement:  This document constitutes the entire Agreement between the Client and the Contractor.  Any and all previous oral and/or written agreements between parties regarding these issues are herewith superseded.

For the Client

Date

Business Name

Authorized Signature

Printed Name

Title

Street Address

City/State/Zip

For the Contractor

Date

Business Name

Authorized Signature

Printed Name

Title

Street Address

City/State/Zip