EXHIBIT A

Deliverables

• ECOMMERCE CONSULTING:
  • Strategy
  • Operations Optimization
  • Project Management
  • Training
  • Source Codes
  • Frameworks
  • SOP’s
  • Slack Support
  • Email Support

• COMMUNICATION:
  • 3 sixty-minute weekly meetings via Screen Sharing & Video Calls
  • Regular & timely communication via team chat & email.

• HOW WE WORK TOGETHER:
  • Screen Sharing
  • Video Calls
  • Phone Calls
  • File Sharing
  • Email
  • Slack / Microsoft Teams

EXHIBIT B

Investment

• $2,799.99 USD / mo.
  • Terms: Net 15
  • Invoices: Sent on the 1st of each month. 
  • Payment Methods: Credit, Debit, ACH, Check

INDEPENDENT CONTRACTOR AGREEMENT

            THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made on (below-signed date) by (below-signed company) a company having principal place of business at (below-signed address) (the “Company”), and Source Approach Inc., a company operating from PO BOX 427 East Amherst, NY 14051 (“Independent Contractor”).   

            WHEREAS, the Company desires to engage Independent Contractor to render certain services to the Company, and Independent Contractor desires to render such services to the Company, upon the terms and conditions set forth below.

            NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Appointment. During the Term (as hereinafter defined) and subject to the terms hereof, the Company hereby appoints Independent Contractor as an independent contractor to provide social media consulting services to the Company, including, without limitation, the services listed on Exhibit A attached hereto (collectively, the “Services”). 
2. Services Fee. In consideration of all Services to be rendered by Independent Contractor to the Company pursuant to this Agreement, the Company agrees to pay to Independent Contractor a fee (the “Services Fee”) in accordance with Exhibit B attached hereto.  The Company shall not deduct or withhold any employment taxes from the Services Fee payable hereunder, and all taxes due and owing in respect of such Services Fee shall be the sole obligation of Independent Contractor.  Invoices are sent on the 1^st of each month with Net 15 terms.  Services are pre-paid and non-refundable.
3. Term. The term of this Agreement shall commence on the date hereof and shall continue: 3 calendar months then, continuing month to month.  (the “Term”).
4. Independent Contractor. The parties acknowledge and agree that Independent Contractor is providing the Services hereunder as an independent contractor.  This Agreement does not constitute either party the agent, legal representative, employer or employee of the other party for any purpose whatsoever.  Neither party is granted any express or implied right or authority to assume or create any obligation on behalf of or in the name of the other party or to bind the other party in any manner whatsoever.    Nothing contained herein shall be deemed to restrict or prohibit Independent Contractor from engaging in business transactions not involving the Company or from providing consulting, advisory or other services to persons or entities other than the Company.
5. Confidentiality. Each party hereby agrees, except as otherwise permitted, required or provided pursuant to this Agreement or applicable law: (a) to take all reasonable steps as may be necessary or appropriate to preserve the confidential nature of this Agreement and any information and advice disclosed to it hereunder by the other party; (b) not to publish or disclose to any person any of the terms or conditions contained in this Agreement or any information or advice disclosed to it hereunder by the other party; and (c) not to use, publish or disclose to any third party, any secret, confidential or proprietary information of or relating to the business or personal affairs of, the other party. 
6. Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflicts of laws.  Both parties hereby consent to the jurisdiction of the federal and state courts located in New York, New York.
7. Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of each party and the party’s respective successors and permitted assigns.
8. Waiver. Failure by either party to insist upon strict performance of any provision herein by the other party shall not be deemed a waiver by such party of its rights or remedies or a waiver by it of any subsequent default by the other party, and no waiver shall be effective unless it is in writing and duly executed by the party entitled to enforce the provision being waived.
9. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision shall be enforced to the fullest extent permitted by law.  The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
10. Assignment. No party shall have the right to assign any of its rights, duties or obligations hereunder without the prior written consent of the other party.  Any proposed assignment in contravention of this Section shall be deemed null and void. 
11. Missed Sessions.  Cancellations by either party shall be rescheduled as makeup sessions.
12. Entire Agreement. This Agreement constitutes the entire agreement by and between the parties regarding the subject matter contained herein and supersedes all prior and contemporaneous undertakings and agreements by and between the parties, whether written or oral, with respect to such subject matter.

13. Indemnification.  Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each party agrees to indemnify and hold harmless the other party and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which results from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

14. Amendment. This Agreement shall not be amended except by a writing executed by both parties.

IN WITNESS WHEREOF, the Company and Independent Contractor have executed this Agreement as of the date first above written.