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Independent Contractor Agreement

Last updated April 5, 2022

This Agreement is made effective as of the date on which you (“Contractor”) click to accept and agree to this Agreement, between you and LABR Technologies, LLC, having its principal address at 161 Ottawa Ave NW, Ste. 406, Grand Rapids, MI 49503 (“the Company”), when this option is made available to you (“Effective Date”).

1. Services

Contractor is engaged to perform the services required by any Client of the Company. The Services shall be considered personal and may not be assigned by Contractor to any third party. The Company shall not control the manner or means by which Contractor performs services under this Agreement. Contractor will, at all times, retain the right to decline job duties or services requested by Client or Company.

2. Payment

The Company agrees to pay Contractor an hourly rate of $15 / the rate agreed upon by the parties. Payment shall be delivered to Contractor by the Company upon successful completion of a job by Contractor on a weekly basis.

3. Expenses, Equipment, Supplies

Contractor shall be responsible for the payment of Contractor’s expenses associated with the provisions of the Services, and for travel, equipment and/or supplies necessary to perform the Services.

4. Contractor Schedule

Contractor shall not be required to keep any regular work hours or schedules but shall comply with all Client rules and procedures communicated to Contractor, including those regarding safety, security, and confidentiality. Contractor is required to appear for any Client jobs that Contractor has accepted within the Company’s platform. Contractor shall record all break times in the Company’s platform as well.

5. Job Duration

Contractor’s job shall begin at the time indicated by the Client upon acceptance of the Client’s job. If a Client requests that Contractor begin the job at a different time, Contractor shall begin recording the time of performance at the specified time. Contractor’s job will end at a specified time or at the conclusion of all job duties, as specified in the job description. Contractor shall not leave the job site before recording the time Contractor stopped performance.

6. Term

The term of this Agreement shall commence on the Effective Date and shall continue until either party terminates the Agreement, for any reason or no reason at all, with or without notice.

7. Contractor Status

At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of the Company. Contractor shall bear full responsibility to withhold and pay any and all taxes related to Contractor’s services provided to the Company.

8. Compliance, Indemnification

Contractor will at all times act in compliance with all applicable laws and regulations, including the Company’s rules of conduct, whether now existing or hereinafter enacted, whenever on Client’s premises or otherwise in connection with performance of Services. Contractor agrees to indemnify and hold the Company harmless from any loss or liability in connection with any failure by Contractor to comply with such laws, regulations, or rules.

9. Restrictive Covenants

9.1 Confidential Information

Contractor may be provided access to confidential information about the Company or Clients (the “Confidential Information”), including, without limitation, information about the Company’s or Client’s finances, operations, processes, procedures, trade secrets, employee or contractor information, know-how, business plans, and costs. In addition, Contractor may develop other information that the Company or Client considers to be Confidential Information. Contractor will not, directly or indirectly, disclose, furnish, or make available, except in the course of performing Contractor’s services under this Agreement, any Confidential Information (regardless of how Contractor learned of it or who developed it) without the Company and/or Client’s prior written approval. These restrictions concerning Confidential Information shall remain in effect following termination of this Agreement. Confidential Information shall be used by Contractor only for those purposes directly authorized by the Company or Client, which authorization may be changed or revoked in whole or in part by the Company or Client at any time. Contractor acknowledges and agrees that all Confidential Information disclosed to or obtained by Contractor shall remain the property of the Company or Client.

9.2 Non-Disclosure of Trade Secrets

Contractor further agrees that Contractor will not, during the term of this Agreement, or thereafter at any time, disclose to others for any reason, or use for Contractor’s own benefit, any trade secrets or other confidential information of a technical, commercial or financial nature pertaining to the business of the Company or any of its respective Clients, customers, consultants, licensees, or affiliates, except to the extent as may be necessary in the ordinary course of performing the Services. Upon termination of this Agreement, Contractor shall return to the Company or Client all notes, memoranda, notebooks, drawings, records, computer software, computer hardware, documents, including reproductions in any form, kept by Contractor or in Contractor’s possession, custody or control, whether prepared by Contractor, or by others, which pertain to the Company or Client, which Contractor acknowledges are the sole property of the Company or Client.

10. Breach by Contractor; Remedies

Contractor shall at all times comply with the terms and conditions of this Agreement. Failure to do so may render Contractor liable for any loss or damage the Company may suffer on account of such failure. Contractor agrees that the Company may specifically enforce Contractor’s performance or recover damages for a breach of this Agreement by civil suit, injunction, or otherwise, and Contractor shall be liable to the Company for the reasonable costs and attorneys’ fees of any such action in which a breach is established. The parties agree that any action at law or equity or any judicial proceedings for enforcement of this Agreement or any provision thereof shall be instituted only in the federal or state courts located in the State of Michigan.

11. Severability

In the event any provisions of this Agreement shall be held to be invalid or unenforceable, the same shall not affect the validity or enforceability of any other provisions thereof, and in the event that such claim of invalidity or unenforceability of any provision shall be predicated upon the length of the term of any covenant therein or the area covered thereby or the type of activity restrained, such provision shall not be deemed invalid or unenforceable but shall be deemed modified to the maximum area and the maximum term of duration and the type of activity as any court of competent jurisdiction shall deem reasonable, valid, and enforceable.

12. Benefit

This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns.

13. Amendment

This Agreement may not be modified except by a written agreement signed by all parties that expressly references and purports to modify this Agreement.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles.

15. Entire Agreement

The parties understand and agree that this Agreement is the entire agreement between the parties regarding the terms and conditions of Contractor’s association with the Company, and specifically supersedes and terminates prior agreements by and between the Company and Contractor.

By clicking to accept and agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by the terms and conditions of this Agreement.