Independent Contractor Agreement

This Independent Contractor Agreement (this  "Agreement") is made as of this day outlined on the execution page, (the “Effective Date”) by and between VastSolutionsGroup.com located at  755 Winslow Way East, Suite 104, Bainbridge Island, WA 98110 (“Client”) and Independent Contractor located at address below and named below party (“Independent Contractor”). Client and Independent Contractor may each be referred to in this Agreement as a “Party” and collectively as the “Parties.”

1. Services. Independent Contractor shall provide to Client the services as described on Execution page attached to this Agreement (the “Services”). In addition, Independent Contractor shall perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties.  It is understood that the Independent Contractor's image may be utilized up 50 years after the termination of this agreement.

2. Compensation. Inconsideration for Independent Contractor’s performance of the Services, Client shall pay Independent Contractor on Execution page.

3. Expenses. All costs and expenses incurred by Independent Contractor in connection with the performance of the Services shall be the sole responsibility of and paid by Independent Contractor.

4. Term and Termination. Independent Contractor’s engagement with Client under this Agreement shall commence immediately. The Parties agree and acknowledge that this Agreement and Independent Contractor’s engagement with Client under this Agreement shall terminate upon the completion by Independent Contractor of the Services. At the time of termination, Independent Contractor agrees to return all Client property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and other equipment and documents. Independent Contractor shall reimburse Client for any Client property lost or damaged in an amount equal to the market price of such property.

5. Independent Contractor. The Parties agree and acknowledge that Independent Contractor is an independent contractor and is not, for any purpose, an employee of Client.  Independent Contractor does not have any authority to enter into agreements or contracts on behalf of Client, and shall not represent that it possesses any such authority. Independent Contractor shall not be entitled to any of Client’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Client shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.
6. Confidentiality.
   

a. Confidential and Proprietary Information.  In the course of performing the Services, Independent Contractor will be exposed to confidential and proprietary information of Client. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Client considers confidential and proprietary. Independent Contractor acknowledges and agrees that the Confidential Information is valuable property of Client, developed over a long period of time at substantial expense and that it is worthy of protection.

b. Confidentiality Obligations.  Except as otherwise expressly permitted in this Agreement, Independent Contractor shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Client’s prior written consent.

c. Rights in Confidential Information.  All Confidential Information disclosed to Independent Contractor by Client (i) is and shall remain the sole and exclusive property of Client, and (ii) is disclosed or permitted to be acquired by Independent Contractor solely in reliance on Independent Contractor’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest in or title to the Confidential Information to Independent Contractor.

Irreparable Harm. Independent Contractor acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy.  Accordingly, in addition to any other legal remedies which may be available at law or in equity, Client shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Client shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential. In any action brought by Client under this Section, Client shall be entitled to recover its attorney’s fees and costs from Independent Contractor.

7. Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by Independent Contractor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Client. The Parties acknowledge that the Work Product shall, to the extent permitted by law, be considered a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended, (the “Copyright Act”) and that Client is deemed to be the author and is the owner of all copyright and all other rights therein. If the work product is not deemed to be a “work made for hire” under the Copyright Act, then Independent Contractor hereby assigns to Client all of Independent Contractor’s rights, title and interest in and to the Work Product, including but not limited to all copyrights, publishing rights and rights to use, reproduce and otherwise exploit the Work Product in any and all formats, media, or all channels, whether now known or hereafter created.
8. Insurance. For the term of this Agreement, Independent Contractor shall obtain and maintain a policy of insurance, with appropriate and adequate coverage and limits, to cover any claims for bodily injury, property damage or other losses which might arise out of any negligent act or omission committed by Independent Contractor or Independent Contractor’s employees or agents, if any, in connection with the performance of the Services under this Agreement.
9. Non-Compete. Independent Contractor agrees and covenants that during the term of this Agreement, and for a period of twenty four (24) months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, perform or engage in the same or similar activities as were performed for Client for any business that is directly or indirectly in competition with Client with respect to contacts given to Independent Contractor specifically or during the term of this Agreement.  The Independent Contractor also agrees not to work with, communicate, or engage with any party to whom he/she was introduced during the term of this Agreement for a period of 24 months after the conclusion of this Agreement.  Similarly, Independent Contractor agrees not to contract or serve as a W-2 employee with any competing firms during the term of the Agreement.  This section does not pertain to Independent Contractor's contacts when introduced to Client.  Likewise, Client agrees with non-compete clause when introduced to Independent Contractor contacts. 
10. Non-Solicit. Independent Contractor agrees and covenants that for a period of twenty four (24) months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, solicit any officer, director or employee, contact, or any customer, client, supplier or vendor of Client for the purpose of inducing such party to terminate its relationship with Client in favor of Independent Contractor or another business directly or indirectly in competition with Client. Similarly, there is a non-circumvention clause as Independent Contractor is not permitted to use Client contacts during or up to twenty four (24) months following the termination of this Agreement.  Likewise, Client agrees with non-solicit clause when introduced to Independent Contractor contacts. 
11. Mutual Representations and Warranties. Both Client and Independent Contractor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement.  No other consents are necessary to enter into or perform this Agreement.
12. Independent Contractor Representation and Warranties. Independent Contractor represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry.
13. Indemnification. The Independent Contractor shall indemnify and hold harmless Client from any damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any act or omission of Independent Contractor in performing the Services or the breach of any provision of this Agreement by Independent Contractor.
14. Governing Law. The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of Washington, without regarding its conflicts of law provisions.
15. Disputes. Any dispute arising from this Agreement shall be resolved through mediation in the state of Washington.
16. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
17. Assignment. The interests of Independent Contractor are personal to Independent Contractor and cannot be assigned, transferred or sold without the prior written consent of Client.
18. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties.
19. Amendments. No supplement, modification or amendment of this Agreement will be binding unless executed via written contract by both of the Parties.
20. Notices. Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice, and shall be deemed given on the date of delivery.
21. Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
22. Further Assurances. At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement.
23. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
24. Non-Circumvention. The parties to this agreement, acknowledging the mutual benefits of this business relationship, agree to refrain from engaging in any activities or conduct that could circumvent or undermine the established business relationships and agreements outlined herein.
25. Non Disparagement Agreement. The parties to this agreement, agree not to shall, directly or indirectly, make or publish any disparaging or defamatory statements about the other Party, its business, products, services, employees, or affiliates. This includes, but is not limited to, statements made in public or private, online or offline, through any media or communication channel.
26. Image and Likeness Release. Contractor grants worldwide right to use and reproduce likeness, image, and voice (collectively, "Materials") in connection with its marketing, promotional, and educational materials, including but not limited to website, social media, brochures, and training materials. Further, the Contractor waives any right to inspect or approve the Materials prior to their use. I understand that the Materials may be altered, cropped, or combined with other images or text. This release is binding on my heirs and assigns and lasts for 99 years bey0nd the termination of this agreement.
27. Background Check. Prior to the commencement of services, Contractor agrees to and hereby authorizes the Company to conduct a background check, which may include, but is not limited to, criminal history, education verification, employment verification, and reference checks.
28. Protection of Business Opportunities.  Each party agrees not to independently negotiate, engage, contract with, or otherwise enter into any business transactions with any individuals, businesses, or entities introduced or otherwise identified by another party to this agreement without the express written permission of the introducing party.
29. Client Referrals.  Though there is the potential for referrals the Company does not guarantee referrals to Independent Contractor.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date below.