INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated this ________ day of
________________, ________

BETWEEN:

CLIENT CONTRACTOR

______________________ ______________________
______________________________ ______________________________

(the "Client") (the "Contractor")

BACKGROUND
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to
provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in
this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in
this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the
Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the
"Services"):
• _______________________________________________________________
_______________________________________________________________.

2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees
to provide such Services to the Client.

TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full
force and effect until the completion of the Services, subject to earlier termination as provided in this
Agreement. The Term may be extended with the written consent of the Parties.

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PERFORMANCE
4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY
5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in
USD (US Dollars).

COMPENSATION
6. The Contractor will charge the Client a flat fee of $0.00 for the Services (the "Compensation").

7. The Client will be invoiced when the Services are complete.

8. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

9. In the event that this Agreement is terminated by the Client prior to completion of the Services but where
the Services have been partially performed, the Contractor will be entitled to pro rata payment of the
Compensation to the date of termination provided that there has been no breach of contract on the part of
the Contractor.

10. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may
be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the
Compensation.

REIMBURSEMENT OF EXPENSES
11. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by
the Contractor in connection with providing the Services.

12. All expenses must be pre-approved by the Client.

CONFIDENTIALITY
13. Confidential information (the "Confidential Information") refers to any data or information relating to the
Client, whether business or personal, which would reasonably be considered to be private or proprietary to
the Client and that is not generally known and where the release of that Confidential Information could
reasonably be expected to cause harm to the Client.

14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any
Confidential Information which the Contractor has obtained, except as authorized by the Client or as
required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely
upon termination of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

15. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant
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registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress,
industrial design and trade name (the "Intellectual Property") that is developed or produced under this
Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual
Property by the Client will not be restricted in any manner.

16. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this
Agreement except with the written consent of the Client. The Contractor will be responsible for any and all
damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY
17. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any
property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR
18. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an
independent contractor and not as an employee. The Contractor and the Client acknowledge that this
Agreement does not create a partnership or joint venture between them, and is exclusively a contract for
service. The Client is not required to pay, or make any contributions to, any social security, local, state or
federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing,
pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible
for paying, and complying with reporting requirements for, all local, state and federal taxes related to
payments made to the Contractor under this Agreement.

NOTICE
19. All notices, requests, demands or other communications required or permitted by the terms of this
Agreement will be given in writing and delivered to the Parties at the following addresses:

a. ______________________
______________________________

b. ______________________
______________________________

or to such other address as either Party may from time to time notify the other, and will be deemed to be
properly delivered (a) immediately upon being served personally, (b) two days after being deposited with
the postal service if served by registered mail, or (c) the following day after being deposited with an
overnight courier.

INDEMNIFICATION
20. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted
by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims,
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losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any
kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying
party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs
in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT
21. Any amendment or modification of this Agreement or additional obligation assumed by either Party in
connection with this Agreement will only be binding if evidenced in writing signed by each Party or an
authorized representative of each Party.

TIME OF THE ESSENCE

22. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a
waiver of this provision.

ASSIGNMENT
23. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations
under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT
24. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this
Agreement except as expressly provided in this Agreement.

ENUREMENT
25. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs,
executors, administrators and permitted successors and assigns.

TITLES/HEADINGS
26. Headings are inserted for the convenience of the Parties only and are not to be considered when
interpreting this Agreement.

GENDER
27. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and
include the feminine and vice versa.

GOVERNING LAW
28. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado.

SEVERABILITY
29. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole
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or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.

WAIVER
30. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement
by the other Party will not be construed as a waiver of any subsequent breach of the same or other
provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________
day of ________________, ________.

_______________________________

______________________(Client)

_______________________________

______________________(Contractor)

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