INDEPENDENT CONTRACTOR AGREEMENT

RECITALS

WHEREAS Independent Contractor will be paid by the Company to do the promotional

work outlined herein in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein and

other good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged by the parties hereto, the parties agree as follows:

1. Term. The term of this Agreement shall commence on the date that this

Agreement is executed by the last signatory hereto and shall continue until it is terminated by

either party in accordance with the provisions of Section 10 (the “Term”).

2. Services. Independent Contractor will perform promotion services for

Company’s clients during the Term (“Services”). This Agreement is non-exclusive and does

not commit Company to purchase any minimum quantity of Services from Independent

3. Compensation. Independent Contractor will be paid per hour (depending on job

and client) for Services. Independent Contractor will be paid within forty-five (45) to sixty (60)

days after the date that Services are performed.

4. Time of Performance. Company will send Independent Contractor e-mails with

the place and time that Services are to be performed by Independent Contractor. Independent

Contractor must arrive at the appointed place at least fifteen (15) minutes prior to the scheduled

time. Independent Contractor’s timely appearance for Services under this Section 4 is a

material term of this Agreement.

5. Independent Contractor. Independent Contractor represents and warrants that

he or she is engaged in an independent business and will perform his or her obligations

pursuant to this Agreement as an independent contractor and not as an agent or employee of

Company. This Agreement does not create a partnership, joint venture or similar relationship

between the parties, and neither party will have the power to obligate the other in any manner

whatsoever. Independent Contractor is solely responsible for: (a) the hours of work and

methods of performance; (b) compliance with all federal, state, and local rules and regulations

including but not limited to those governing worker’s compensation, unemployment, disability

insurance, and social security withholding for Independent Contractor; and (c) all federal and

state income taxes with respect to Independent Contractor’s income earned under this

6. Independent Contractor Liability and Indemnification. Except to the extent of

Company’s willful and wanton conduct, Independent Contractor will defend, indemnify, and hold

harmless Company, its affiliates, officers, directors, managers, members, employees,

contractors, and agents from and against any and all claims, demands, losses, liabilities, costs,

obligations, expenses, litigation, recoveries, deficiencies, including interest, penalties, attorneys’

fees, and costs arising from or in any way related to the Services or other obligations of the

Independent Contractor under this Agreement, Independent Contractor’s breach of this

Agreement, or any alleged negligent act or omission of Independent Contractor related to this

Agreement or the Services performed hereunder.

7. Company Information. Any business or technical information furnished,

disclosed or made accessible by Company to Independent Contractor, whether verbally or in

writing (including, but not limited to, trade secrets, customer lists, patient or client health or

medical information or records, marketing plans, financial data, specifications, drawings,

sketches, Independent Contractors, samples, and documentation), whether of Company or a

third party (“Confidential Information”) is confidential and proprietary. Independent Contractor

will hold Confidential Information in confidence and will use it solely for the purpose of providing

Services. Independent Contractor further agrees that it will not use or disclose Information to

anyone without Company’s prior written consent, except: (a) to whom disclosure is necessary

for performance of this Agreement, who have been notified by Independent Contractor of the

proprietary nature of the Confidential Information and who have agreed to maintain the

Confidential Information in confidence; or (b) as required by law, provided that Independent

Contractor has notified Company of the required disclosure as soon as possible before such

disclosure is made. All Confidential Information will be returned to Company upon request

along with any copies thereof.

8. Confidential Information Exception. Independent Contractor’s obligations under

Section 7 shall not apply to any information that (i) is or becomes known to the general public

under circumstances involving no breach by Independent Contractor or others of the terms of

Section 7, (ii) is generally disclosed to third parties by the Company without restriction on such

third parties, or (iii) is approved for release by written authorization of the Company.

9. Company Property. Company clients will be responsible for supplying all

equipment and materials required by Independent Contractor to provide the Services, including

without limitation any licenses and promotional items. Any items furnished by Company to

Independent Contractor hereunder are and will remain the property of Company. While in

Independent Contractor’s possession, Independent Contractor will maintain Company property

in good condition, will bear the risk of loss therefor, and will not use Company property for any

purpose other than the provision of Services or as directed by Company.

10. Termination.

this Agreement with or without cause for its convenience upon fifteen (15) days prior written

(a) Termination For Convenience; Cancellation. Either party may terminate

written notice, effective immediately upon receipt by Independent Contractor, if:

provision of this Agreement;

engaged in inappropriate behavior, including without limitation, the use of any drug or alcohol

during the performance of Services, smoking during the performance of Services, or the

commission of an act that may cause or has caused damage to the credibility or reputation of

(b) Termination For Cause. The Company may terminate this Agreement by

(i) Independent Contractor breaches or threatens to breach any

(ii) in Company’s sole discretion, Independent Contractor has

the appointed place and time as provided for in Section 4 of this Agreement;

which Independent Contractor was scheduled within twenty-four (24) hours of the time for the

performance of Services, unless Independent Contractor proves to Company, with evidence

reasonably satisfactory to Company, that Independent Contractor suffered the death of a family

member, a serious illness, or a car accident causing such cancellation;

time for Services without the Company’s prior written consent;

device while performing the Services, unless Independent Contractor must call the Company or

an agent of Company during the performance of Services for reasons related to the provision of

(iii) Independent Contractor fails to show up to perform the Services at

(iv) Independent Contractor cancels the performance of Services for

(v) Independent Contractor brings a guest to the appointed place and

(vi) Independent Contractor uses a cell phone or text messaging

bar, or lounge during the performance of the Services;

remaining and unused items of any promotional kit provided to Independent Contractor in

relation to the Services within three (3) days after the Services are performed;

the date that this Agreement is executed by the last signatory hereto, professional digital images

of Independent Contractor for the Company website; or

suppliers or account owners at any time other than during the performance of the Services.

breaches any of its provisions, then the non-breaching party may terminate this Agreement by

giving written notification to the breaching party. Termination will take effect immediately on

receipt of notice by the breaching party.

any reason that is not the fault of the Independent Contractor, Independent Contractor will be

entitled to payment for all Services satisfactorily performed to the date of termination. If

Independent Contractor’s fee is a definite sum for completion of Services, Independent

Contractor will be paid for the percent of Services Independent Contractor satisfactorily

completes. Such payment shall constitute full settlement of any and all claims or demands by

Independent Contractor of every description against the Company and Company will have no

other liability arising out of termination. Independent Contractor shall immediately return all

Company property, including any Confidential Information given to or learned by Independent

Contractor in furtherance of the performance of Services. Notwithstanding anything to the

contrary, Independent Contractor’s surviving duties and obligations under this Agreement shall

remain in full force and effect. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAW, IN NO EVENT WILL THE COMPANY OR ANY OF ITS EMPLOYEES, MANAGERS,

MEMBERS, OFFICERS, AGENTS, CONTRACTORS, OR SUBCONTRACTORS,

SUCCESSORS OR ASSIGNS (AS APPLICABLE) BE LIABLE FOR ANY INCIDENTAL,

(vii) Independent Contractor accepts a tip from a client in a restaurant,

(viii) Independent Contractor fails to return to the Company any

(ix) Independent Contractor fails to provide, within sixty (60) days of

(x) Independent Contractor fraternizes with Company’s clients,

(c) If either party defaults in the performance of this Agreement or materially

(d) Effect of Termination. In the event of termination of this Agreement for

CONSEQUENTIAL, INDIRECT, EXEMPLARY, MULTIPLE, SPECIAL, OR PUNITIVE

DAMAGES REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF

WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

suffers damage in consequence of Independent Contractor’s breach of any of the provisions

of Section 10(b) of this Agreement, Company shall be permitted to assess and collect against

Independent Contractor liquidated damages in the amount of $250.00, payable by Independent

Contractor to Company in certified funds or to be setoff from Independent Contractor’s final

wages, at Company’s sole discretion. Such assessment and collection is not a penalty but

rather is an amount reasonably calculated as the actual damages that Company would sustain

as a result of said breach.

11. Force Majeure. Neither party will be liable to the other party for any delay, error,

failure in performance or interruption of performance resulting from causes beyond its

reasonable control, including but not limited to, acts of God, extreme weather conditions, fires,

accidents, earthquakes, explosions, floods, wars, labor disputes, strikes, shortages, riots, work

stoppages, lockouts, sabotage, domestic or international acts of terrorism, or vandalism.

12. Notices. Any notice required or permitted to be given under this Agreement shall

be sufficient if in writing and sent by electronic or regular mail, by overnight courier or personally

to the addresses listed beside each party’s signature hereto. Such notice shall be effective on

the date of receipt or refusal by the receiving party. For the purposes of this Agreement,

Company’s representative will be Brooke Fogg.

13. Covenants Not to Interfere. Independent Contractor agrees that, both during the

Term of this Agreement and for a period of two (2) years following termination of the Term for

(d) Damage Caused By Independent Contractor. In the event that Company

(a) Independent Contractor will not disrupt, damage, impair or interfere with

the Company’s business by recruiting, soliciting or otherwise inducing any of the Company’s

employees, independent contractors or agents to enter into employment or an exclusive

relationship with any other business entity that competes with the Company; and

indirectly), or (ii) attempt to call on, solicit or take away (directly or indirectly) any Company

client, customer or potential client or customer whom the Company has identified during the

term of Independent Contractor’s engagement with the Company, either for Independent

Contractor’s own benefit or for the benefit of another person or entity, and will not solicit or

induce any client or customer or potential client or customer to terminate a business relationship

14. Assignment and Delegation. Independent Contractor will not assign or delegate

its duty and obligation to perform the Services specified in this Agreement without the prior

written consent of Company.

15. Modifications or Amendments. No modifications or amendments will be made to

this Agreement unless in writing and signed by the parties.

(b) Independent Contractor will not (i) call on, solicit, or take away (directly or

16. Waiver. No waiver of any provision of this Agreement or any right or obligation of

a party will be effective unless in writing, signed by the parties. The failure of either party to

enforce a right will not constitute a waiver.

17. Survival of Obligations. The respective obligations of Independent Contractor

and Company which, by their nature or as set forth herein, would continue beyond the

termination, cancellation or expiration of this Agreement will survive the expiration of the Term

or termination of the Agreement.

18. Authority. Independent Contractor represents and warrants that Independent

Contractor has the right and authority to enter into this Agreement and to perform all of

Independent Contractor’s obligations hereunder.

19. Remedies. Independent Contractor acknowledges that if Independent

Contractor breaches any obligation under this Agreement, including without limitation a breach

of Sections 7, 9, 10, or 13, Company will suffer immediate and irreparable harm and damage

and that a remedy at law would be inadequate. Independent Contractor, therefore, agrees that

upon such breach or threatened breach of any provision of this Agreement, in addition to any

and all legal remedies, Company shall be entitled to any injunctive relief available, in order to

prevent or restrain any such breach by Independent Contractor. This Section shall not be

construed as an election of any remedy, or as a waiver of any right available to Company under

this Agreement or the law, including the right to seek damages from Independent Contractor for

a breach of any provision of this Agreement.

20. Pronouns. References to Independent Contractor, including by use of a

pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals,

companies or corporations, where applicable.

21. Governing Law. This Agreement shall be governed by and construed and

enforced in accordance with the laws of the State of Colorado without regard to the choice of

law rules therein, and each of the parties hereby consent to exclusive personal jurisdiction in the

state and federal courts of Colorado.

22. Entire Agreement. This Agreement constitutes the entire agreement between

the parties and supersedes all prior oral and written communications, agreements and

understandings with respect to the subject matter herein contained.

INDEPENDENT CONTRACTOR HAS CAREFULLY READ AND CONSIDERED ALL

PROVISIONS OF THIS AGREEMENT AND AGREES THAT THIS AGREEMENT IS FAIR AND

REASONABLE AND ANY RESTRICTIONS ARE REASONABLY REQUIRED TO PROTECT

COMPANY’S INTERESTS.

The parties, intending to be legally bound, have caused this Agreement to be executed

on the dates set forth below.