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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (this "Agreement") is made effective as of today, by and between Campus Protein, Inc. (the "Company"), of 79 Madison Ave, New York, New York 10016, and (the "Rep"). In this Agreement, the party who is contracting to receive the services shall be referred to as "Company", and the party who will be providing the services shall be referred to as "Rep."

  1. STATEMENT OF EMPLOYMENT

    Effective this date, the Company acknowledges Rep as an authorized sales representative for the products and services of the Company. Rep acknowledges that he/she will be viewed as an independent contractor.

  2. DUTIES OF SALES REPRESENTATIVE

    Rep will carry out the customary duties of a sales representative. This includes, but is not limited to, solicitation of new clients at Rep’s undergraduate institution, conducting direct marketing and promotional efforts in accordance with guidelines established by Company on campus and online, and customer relations.

    Under no circumstances will Rep accept payment for services directly from a client. All administrative and back-office functions, including billing, shall be the sole responsibility of Company.

  3. PAYMENT

    Company will pay Rep, who is verified to be the procuring cause of a sale, a sales commission of eight percent (8%) of all gross sales completed by Rep. The sales commission paid to Rep is in accordance with the Rep commission schedule in effect while Rep is providing his/her services to the Company. The Rep commission schedule in effect is subject to change by the Company, upon ten (10) days’ notice to Rep. Any change in the commission schedule will be changed prospectively, applying only to future sales to be completed by Rep. Commissions will be paid on all sales, provided the Rep is an authorized representative in good standing.

    No other fees and/or expenses will be paid to Rep, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. Rep shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Furthermore, the Company will not provide retirement or any other benefits customary to employment.

  4. RELATIONSHIP OF PARTIES

    It is understood by the parties that Rep is an independent contractor with respect to Company, and not an employee of the Company. The Company will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Rep.

    An "employer-employee" relationship is not created merely because (1) the Company has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Company has or retains the right to stop work done improperly.

  1. NO RIGHT TO ACT AS AGENT; INDEMNIFICATION

    Rep has no right to act as an agent for the Company and has an obligation to notify any involved parties that it is not an agent of the Company. Rep will indemnify and hold harmless the Company and its agents and assigns from and against any damages, claims or liabilities and expenses arising from or incident to Rep’s: (a) activities as a Rep including, without limitation, any unauthorized representations made by Rep; (b) breach of the terms of this Agreement; (c) violation of or failure to comply with any applicable federal, state or local laws or regulations.

  2. DURATION OF AGREEMENT; TERMINATION

    Rep or Company may terminate this Agreement by providing written notification to other party upon ten (10) days’ notice. The Company reserves the right to immediately terminate this Agreement, without prior notice to Rep, if Rep, in the sole opinion of the Company, misrepresents the product or its capabilities, or otherwise violates the Company’s policies. Rep’s relationship with the Company will be immediately terminated upon Rep’s graduation from his/her undergraduate institution, without prior notice from the Company.

  3. USE OF SOFTWARE AND MARKETING MATERIALS

    The Company may provide access to its software, logos, promotional materials and other sales tools for use by Rep in marketing and selling Company products. Rep may copy marketing materials with Company’s written approval, so long as the general quality and integrity of any materials provided to end-customer is maintained.

    Rep may use the Company logo in marketing materials intended to promote sales of Company’s products. Rep acknowledges that the Company logo is a trademark of Company. Rep may not vary logo by changing fonts, color, composition or wording in any way which might jeopardize the Company’s trademark rights.

  4. CONFIDENTIALITY

    Rep may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Company. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Company, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial, pricing and statistical information of the Company, customer lists, and any and all intellectual property of the Company, including but not limited to trade secrets and formulas, of the Company. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Rep will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Rep, or divulge, disclose, or communicate in any manner any Confidential Information. Rep will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Rep will return to Company all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Rep during the term of this Agreement.

  1. ENTIRE AGREEMENT

    This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.

  2. SEVERABILITYIf any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

  3. BINDING EFFECT AND GOVERNING LAW

    This Agreement shall be binding upon the parties hereto and shall be governed, interpreted and construed by, through and under the laws of the State of New York.

  4. By continuing the application, the parties have caused this Agreement to be duly executed.