Independent Contractor Intellectual Property

Independent Contractor Name:

Address:

City, State & Zip Code:

mm/dd/yyyy:

Dear,

Independent Contractor Name,

This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to

Abztrak Roadside Assistance LLC, with offices located at

2240 Terra Cotta Cove 304, Land O' Lakes, FL 34639 (the "Company").

1. SERVICES.

1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth on Schedule 1 (the "Services").

1.3 The Company shall not control the manner or means by which you [or your employees or contractors] perform the Services [, including but not limited to the time and place you perform the Services].

1.4 Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, the equipment, supplies, and other materials used to perform the Services. [The Company shall provide you with access to its premises and equipment to the extent necessary for the performance of the Services.]

1.5 [To the extent you perform any Services on the Company's premises or using the Company's equipment, you shall comply with all applicable policies of the Company relating to business and office conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks, and other resources.]

2. TERM.

The term of this Agreement shall commence on mm/dd/yyyy: and shall continue for a period of 1 year until terminated by either party in writing or until mm/dd/yyyy: or until the [Services] Roadside Assistance job is completed, unless earlier terminated in accordance with Section 10 (the "Term"). Any extension of the Term will be subject to mutual written agreement between the parties.

3. FEES AND EXPENSES.

3.1 As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you a fixed fee of

$20-50 or 50% of job minus any company/motor club fees (i.e.: virtual credit card fees)

(the "Fees"), payable on [completion of the Services to the Company's satisfaction/the [dates/achievement of the milestones] set forth on Schedule 1]. You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2.

3.2 You are solely responsible for any travel or other costs, or expenses incurred by you in connection with the performance of the Services, and in no event shall the Company reimburse you for any such costs or expenses.

3.3 The Company shall pay all undisputed Fees within

10 days after the Company's receipt of an invoice submitted by you [upon completion of the Services/in accordance with the payment schedule set forth in Schedule 1].

4. RELATIONSHIP OF THE PARTIES.

4.1 You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company's behalf without the Company's prior written consent.

4.2 Without limiting Section 4.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.

5. INTELLECTUAL PROPERTY RIGHTS.

5.1 The Company is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to [

Access to any company or third-party software.

The deliverables set out on Schedule 1 (collectively, the "Deliverables"), including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively "Intellectual Property Rights") therein. You agree that the Deliverables are hereby deemed a "work made for hire" as defined in 17 U.S.C. § 101 for the Company. If, for any reason, any of the Deliverables do not constitute a "work made for hire," you hereby irrevocably assign to the Company, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.]

5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" (collectively, "Moral Rights"). You hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.

5.3 Upon the [reasonable] request of the Company, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record, or enforce its rights in any Deliverables. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Deliverables with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest.

5.4 [Except for such pre-existing materials [identified on Schedule 1],] [You] have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. You have no right or license to use the Company's trademarks, service marks, trade names, trade names, logos, symbols, or brand names.

5.5 You shall require each of your employees and contractors to execute written agreements securing for the Company the rights provided for in this Section 5 prior to such employee or contractor providing any Services under this Agreement.

6. CONFIDENTIALITY.

6.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, [the existence and terms of this Agreement,] [trade secrets,] [technology,] [and] information pertaining to [business operations and strategies,] [customers,] [pricing,] [marketing,] [finances,] [sourcing,] [personnel,]

Access to any company or third-party software. Company passwords, and the personal information of customers, and other independent contractors.

[or] [operations of the Company, its affiliates, or their suppliers or customers,] in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that you develop in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.

6.2 Confidential Information shall not include information that:

is or becomes generally available to the public other than through your breach of this Agreement; or

is communicated to you by a third party that had no confidentiality obligations with respect to such information.

6.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized officer of the Company within

10 days

of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company's sole discretion.

6.4 [You acknowledge receipt of the Company's Name of Reporting Policy for a suspected violation.

setting forth: (i) Company's reporting policy for a suspected violation of law; and (ii) notice of immunity from criminal and civil liability for certain disclosures of trade secrets under 18 U.S.C. § 1833(b).]

7. REPRESENTATIONS AND WARRANTIES.

7.1 You represent and warrant to the Company that:

you have the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of your obligations in this Agreement;

your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject;

you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with [best/generally recognized] industry standards for similar services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;

you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations;

the Company will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind;

all Deliverables are and shall be your original work (except for material in the public domain or provided by the Company) and, [to the best of your knowledge,] do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.

7.2 The Company hereby represents and warrants to you that:

it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.

8. INDEMNIFICATION.

8.1 You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:

bodily injury, death of any person, or damage to real or tangible, personal property resulting from your acts or omissions; and

your breach of any representation, warranty, or obligation under this Agreement.

8.2 The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

9. INSURANCE.

During the Term, you shall maintain in force adequate workers' compensation, commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your conduct, acts, or omissions or the conduct, acts, or omissions of your agents, contractors, servants, or employees. The Company shall be listed as additional insured under such policy, and you shall forward a certificate of insurance verifying such insurance upon the Company's written request, which certificate will indicate that such insurance policies may not be canceled before the expiration of a [30]-day notification period and that the Company will be immediately notified in writing of any such notice of termination.

10. TERMINATION.

10.1 You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party [materially] breaches this Agreement, [and such breach is incapable of cure, or with respect to a [material] breach capable of cure, the other party does not cure such breach within [10] days after receipt of written notice of such breach.]

10.2 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, you shall [promptly/within [5 days]] after such expiration or termination:

deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for your use by the Company;

deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Confidential Information;

permanently erase all of the Confidential Information from your computer systems; and

certify in writing to the Company that you have complied with the requirements of this clause.

10.3 The terms and conditions of this clause and Section 4, Section 5, Section 6, Section 7, Section 8, Section 11, Section 13, and Section 14 shall survive the expiration or termination of this Agreement.

11. ASSIGNMENT.

You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.

12. MISCELLANEOUS.

12.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

12.2 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile [or email] (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.

12.3 This Agreement, together with any other documents incorporated herein by reference, including

[Document Name]

and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.4 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

12.5 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the State of Florida in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder.

12.6 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

SCHEDULE 1

1. SERVICES:

Jumpstarts, lockouts, tire services, fuel deliveries, and battery services.

Battery service: the purchase and installation of a new battery into a customer's vehicle.

Tire services: tire changes/air, patching, and new tire replacement.

Including medium and heavy duty for some of the services above.

Towing: third party services.

2. EQUIPMENT, TOOLS, OR MATERIALS PROVIDED BY COMPANY:

EZ spare tire program.

3. PAYMENT SCHEDULE:

Once a week, on Fridays, after 4pm EST.

4. DELIVERABLES:

Access to any company or third-party software. Company passwords, and the personal information of customers, and other independent contractors.

EZ spare tire program.

5. PRE-EXISTING MATERIALS:

Contractor's required tools, including but not limited to: car jack, 4 way lug nut wrench, jump box, lockout tools, gas can, fuel funnel, safety vest, etc.

Note! during times of public health emergencies, appropriate personal protective equipment (PPE) is required.

12.7 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this letter and return it to the undersigned.

ACCEPTED AND AGREED:

Independent Contractor

Name:

Title:

Signature:

Date:

mm/dd/yyyy

Federal Tax Id. No./Social Security No.:

Name:

Title:

Company:

Signature:

Date:

mm/dd/yyyy

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