INDEPENDENT CONTRACTOR AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into between MCDS Ventures, LLC (“Company”) and  (“Contractor”).  The Company desires to retain Contractor to render certain services, and Contractor agrees to perform those services under the terms of this Agreement.  In consideration of the foregoing and the promises below, the Company and Contractor agree as follows:

1.         Term  This Agreement is for a period of 12 Months beginning on August 23, 2013 and ending on August 22, 2013 subject, however, to prior termination as provided later in this Agreement.

2.         Services  Contractor will provide the following services:  Independent marketing of services provided by company.  The Company is engaging Contractor to deliver the following results: handing out artistic fire protection tags for marketing purposes only.  Contractor has sole discretion and responsibility for choosing the procedures, processes, materials, working hours, and other incidents of performance of services and achieving expected results under this Agreement.  Contractor agrees, and will ensure, that performance of services under this Agreement will comply with all applicable laws and regulations.  Nothing shall prohibit Contractor from performing services for other persons or entities during the term of this Agreement.

3.         Compensation  The Company will compensate Contractor the following commission ONLY: $10 for every “Sold, Quote Request” that is called in because of a “left card”.  Contractor will The Company will pay Contractor Quarterly the accumulated commissions of its receipt of his billing statements.

4.         Expenses  The Company will not reimburse Contractor for any expenses incurred by rendering services under this Agreement.

5.         Taxes  Contractor is solely responsible for all taxes, including self-employment taxes, owing on any monies received by him from the Company under this Agreement.

6.         Liability  Services under this Agreement are to be performed by Contractor at his own risk and he assumes all responsibility for any injuries that may result from his performance of services under this Agreement.

7.         No Conflicting Agreements  Contractor represents and warrants that his performance of services under this Agreement will not constitute a breach of any other agreements to which he is a party.

8.         Relationship of Parties  All of the services to be provided by Contractor under this Agreement will be performed by him as an independent contractor.  He is not being hired as, and will not be, an employee of Company.  Contractor is not eligible to participate in any employee benefit plans or programs of the Company.  Contractor does not have, nor shall he hold himself out as having, any right or authority to create any contract or obligation on behalf of the Company unless an officer of the Company authorizes him to do so in writing.

9.         Confidential Information  Contractor agrees that during his engagement with the Company and thereafter, he will not use or disclose to others any Confidential Information, unless authorized in writing by the Company or in the performance of services under this Agreement.  “Confidential Information” means confidential, proprietary and all other non‑public information concerning the Company and its business, and includes lists of customers; information pertaining to, or received from, customers; business plans and strategies; pricing and cost information; contract information; business methods; business plans; and financial information, as well as work product created by Contractor in rendering services for the Company.  The Company owns the Confidential Information and Contractor has no rights in any of it.  Upon request or upon termination of Contractor’s engagement with the Company, he will immediately deliver to the Company any and all materials (including copies and electronically stored data) containing any Confidential Information in his possession, or subject to his control.  A breach or threatened breach by Contractor of this paragraph will give rise to irreparable injury to the Company and money damages will not be adequate relief.  In addition to any other remedies, the Company will be entitled to obtain injunctive relief, including temporary restraining orders and injunctions, without having to post any security.  The Company also will be entitled to recover from Contractor litigation costs and attorneys’ fees incurred by it in any action or proceeding relating to this Agreement in which the Company prevails in any respect.

10.       Termination  The Company and Contractor each has the right to terminate this Agreement for any reason or for no reason by giving 10 calendar days’ written notice to the other party.

11.       Entire Agreement  This document constitutes the entire agreement of the parties and supersedes all previous written or oral agreements or understandings relating to its subject matter.  This Agreement may not be changed except by a written document signed by Contractor and an officer of the Company.  If any provision is determined to be unenforceable, that will not affect the enforceability of the remainder of this Agreement.

12.       Governing Law  This Agreement is governed by the laws of the State of Indiana, notwithstanding any jurisdiction’s choice-of-law rules to the contrary.  Any legal action relating to this Agreement shall be filed and maintained exclusively before any appropriate state court of record in Marion County, Indiana, or the United States District Court for the Southern District of Indiana, Indianapolis Division, and the parties consent to the jurisdiction and venue of such courts.

13.       Construction.  This Agreement is the result of negotiations between the parties.  Its language shall be construed as a whole, according to its fair meaning and not strictly for or against either party.

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