1099 Independent Contractor Consultant Agreement - DOC by exj20303

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									Rachelle (Shell) Munson www.guruwireless.com
shell@guruwireless.com D. Solutions Fed Tax ID
Provides search and placement recruitment services

                                               Independent Contractor Agreement

This Independent Contractor Agreement (“Agreement”) is entered and mutually agreed to by the undersigned parties: NAME
(known as the “Company”) with offices at _________________________(address) and Rachelle (Shell) Munson (known as the
“Contractor”) on this day _____ Month__________, 2010.


1.         Terms and Dates of Contract
The term of this Agreement shall begin on (same date as above) and continue until END DATE, unless terminated earlier as set
forth in this Agreement. The term of this Agreement may be extended by mutual agreement between the parties.

2.       Services
The Contractor will provide the following services:

Finalize Description of Services

Expectations about (1) the number of jobs to be filled realistically, (2) in what time frame, (3) in what priority, (4)
following and reporting on what recruiting metrics, (5) with what amount and medium of communication between
recruiter, manager and human resources, (6) the "go to" person for resources and problem solving, (7) the
number/location of job fairs, web sites to use, travel, expense reporting

Rachelle Munson will provide contract recruiting services to Company and my primary support will be to_____________
and the department of ________________ . I will primarily report to _________________. It will include but not limited
to sourcing candidates (from linkedin network and personal network, online resources, referrals, from resume boards),
coordinating interviews, meeting and working with Hiring Managers to fill their requirements, assisting in offers,
generating headcount and projected hiring reports, working with IT and HR to implement and/or utilize the database;
ATS/Applicant Tracking System.

Additional services or amendments to the services described above may be agreed upon between the parties. It will be included in
Exhibit A, the Project Description.

3.        Compensation and Payment
Subject to providing the services as outlined above, the Company agrees to pay the Contractor the agreed upon the sum of $xx an
hour upon completion of the services. The Bonus is to be billed in Invoice after the boarding of the New Hire at the Company.
The Company will be invoiced bimonthly.

Company agrees that the invoice shall be due and payable (10) ten working days (2 weeks) after receipt of invoice from
Contractor. Invoices that are not paid in full by the due date are subject to a late fee of 1.5% per month (18% per year) on the
unpaid balance until paid in full.

Pick how the payment will be set up:

   Corp to Corp (Company to D. Solutions)                Payrolled/W2                            1099 SS#________________
D. Solutions/Tax ID#_______________                   Through Agency________________          Company to Individual

4.         General Terms
This Agreement shall be governed by the laws of the State of California. In the event that any party commences any mediation,
arbitration, legal or equitable action or other proceeding, the prevailing party shall be entitled to recover reasonable attorney’s
fees in addition to any other relief to which the party may be entitled.

This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to contracts
made and fully performed therein, and the state and federal courts located in California shall have exclusive jurisdiction of all
suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to any controversy or claim
arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach
thereof, shall be resolved by arbitration

In addition, Company shall reimburse Consultant for reasonable expenses incurred by Consultant in connection with the work
performed for Company by Consultant, including all reasonable costs and expenses incurred by Consultant in connection with
such work for advertising, marketing, tradeshows, travel, transportation, lodging, and meals, provided that such costs and
expenses are in accordance with Company policies and that Consultant provides Company with all receipts and other
documentation related to such costs and expenses.


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5.       Relationship
The Contractor will provide the Contractor’s services to the Company as an independent contractor and not as an employee.

Accordingly:
        The Contractor agrees that the Company shall have no liability or responsibility for the withholding, collection, or
         payment of any taxes, employment insurance premiums, or Pension Plan contributions on any amounts paid by the
         Company to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also
         agrees to indemnify the Company from any and all claims in respect to the Company’s failure to withhold and/or remit
         any taxes, employment insurance premiums, or Pension Plan contributions.

         The Contractor agrees that as an independent contractor, the Contractor will not be qualified to participate in or to
          receive any employee benefits that the Company may extend to its employees.

         The Contractor is free to provide services to other companys, so long as such other companys are not in competition
          with the Company and so long as there is no interference with the Contractor’s contractual obligations to the Company.

         The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or
          conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Company.

4.            Equity Option.
____ Not Offered
____ Offered
Subject to the approval of the board of directors of Company (the “Board”), Consultant shall be granted an option to purchase
xx,xx shares

Consultant will be permitted to purchase up to __________ (x,xxx) shares of the Company's Common Stock at a price per share
equal to the fair market value per share of the Company's Common Stock on the date of grant, as determined by the Company's
Board of Directors. Grant date is typically at the Company's next regularly schedule

6.         Confidentiality and Intellectual Property
Consultant acknowledges that Consultant will acquire information and materials from Company and knowledge about the
business of the Company which may include, but is not limited to, marketing plans, product plans, development processes,
internally developed tools, designs, architectures and architecture concepts, business strategies, financial information, forecasts,
personnel information, customer lists and data, and domain names of Company and that all such Proprietary Information., the
existence, terms and conditions of this Agreement, and the Design and Materials are and will be the trade secrets and confidential
and proprietary information will remain the sole property of Company and its assigns. Confidential Information will not include,
however, any information that is or becomes part of the public domain through no fault of Consultant of that Company regularly
gives parties without restriction on use of disclosure it to others or use it in any way, commercially or otherwise, expect in
performing the Services, and not allow any unauthorized person access to it, either before or after expiration or termination of
this Agreement. Consultant further agrees to take all action reasonably necessary and satisfactory to protect the confidentiality of
the confidential information.

The Contractor hereby agrees that, during the term of this Agreement and for one (1) year following the termination hereof, the
Contractor will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of, any Company employee
or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Company in a
manner that conflicts with or interferes in the business of the Company as conducted with such customer or supplier.

The Consultant will not disclose to the Company any information that the Consultant is obligated to keep secret pursuant to an
existing confidentiality agreement with a third party, and nothing in this Agreement will
impose any obligation on the Consultant to the contrary.

7.        Termination and Expiration

     (a) Breech. Either party may terminate this Agreement in the event of a breech by the other party of this Agreement if such
         a breech continues uncured for a period of ten (10) days after written notice.
     (b) At Will. Company may terminate this Agreement at any time, for any reason or no reason, by written notice to
         Consultant. Consultant may terminate this Agreement at any time, for any reason or no reason, by written notice to
         Company.
              (a) Return of Company Property. Upon separation from service with Company for any reason, Consultant will
promptly deliver to Company all documents in Consultant’s possession or control pertaining to (i) Consultant’s service to
Company and (ii) the Confidential Information of Company or of its third party business partners, except that Consultant may
retain personal copies of, any documents created by Consultant and provided to Company, records relating to Consultant’s

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compensation and this Agreement. Consultant gets to keep or will be given a copy of resumes brought into consultant’s and
company database and to keep all her Linkedin connections she makes during the duration of this agreement and contract.
Consultant agrees to return to Company all equipment, files, software programs and other personal property belonging to
Company on separation from service with Company. If Consultant creates any fan pages on Facebook or other networking site,
she agrees to give Company the passwords to the sites so the company may manage those sites.

              (b) Protection of Company Confidential Information. Consultant will protect the value of Company Confidential
Information and will prevent their theft or unlawful disclosure, including, without limitation, following Consultant’s separation
from service with Company. Consultant will not use or disclose Confidential Information for Consultant’s benefit (or for the
benefit of any third party) or to the detriment of Company or any of its Third Party Business Partners.

               (c) Non-Interference with Company Employees. Consultant agrees that, both during Consultant’s service to
Company and for a period of twenty four (24) months, or to the maximum extent permitted by law if shorter, following
separation from service with Company for any reason, Consultant will not disrupt, damage, impair or interfere with Company
business by recruiting, soliciting or otherwise inducing any Company employee or exclusive consultant to leave the employ or
service of Company, which means that Consultant will not (i) disclose to any third party the names, backgrounds or qualifications
of any employees or exclusive consultants or otherwise identify them as potential candidates for employment or other service; or
(ii) personally or through any other person approach, recruit, interview or otherwise solicit employees or exclusive consultants to
work for Consultant or any other employer or service recipient.

8.        Obligations Surviving Termination of this Agreement
All obligations to preserve the Company’s Confidential Information, Intellectual Property and other warranties and
representations set forth herein shall survive the termination of this Agreement.

9.        Governing Law and Principles of Construction.
This Agreement shall be governed and construed in accordance with California law. If any provision in this Agreement is
declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and
effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives, effective as of the day and year first above written.

COMPANY REPRESENTATIVE                                                CONTRACTOR / D. Solutions

Company: _______________________                            Fed Tax ID #____________________

Name: ________________________                              Name: Rachelle Munson______

Title: _________________________                            Title: ___________________________

Signature: _____________________                            Signature: ________________________

Date: _________________________                             Date: ___________________________




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                                                            Exhibit A

This Project Description is issued under and subject to all of the terms and conditions of the Consulting Agreement dated
_________________ by and between __________________
and Rachelle Munson.

    1.   Services to be performed and results to be achieved:

Rachelle Munson will provide contract recruiting services to Company and my primary support will be to_____________
and the department of ________________ . I will primarily report to _________________. It will include but not limited
to sourcing candidates (from linkedin network and personal network, online resources, referrals, from resume boards),
coordinating interviews, meeting and working with Hiring Managers to fill their requirements, assisting in offers,
generating headcount and projected hiring reports, working with IT and HR to implement and/or utilize the database;
ATS/Applicant Tracking System.

Expectations about services provided: (Option to be filled out further)
(1) the number of jobs to be filled realistically,
(2) in what time frame,
(3) in what priority,
(4) following and reporting on what recruiting metrics,
(5) with what amount and medium of communication between recruiter, manager and human resources,
(6) the "go to" person for resources and problem solving,
(7) the number/location of job fairs, web sites to use, travel, expense reporting
(8) What tools will be available for use: Paid Job Boards, Paid Resume Database and allowances for Job Postings.
(9) How will the Advertising for selected jobs be paid, what is the budget?
(10) Will you want a Facebook fan page set up and other Social Media, WordPress Blogs or Linkedin Groups created to
have a Web 2.0 Presence?

         2. Consulting Fee for Project:          $xx an hour, plus 1,000 bonus for each hire made with Rachelle’s active
                                                 assistance ($500 if the candidate was sourced by another recruiting firm
                                                 which had a search contract with Company).

         3. Number of Months:                    3 months (Can be renewed and/or extended)

         4. Maximum Weekly Hours                 ____________________________

         5. Maximum Consulting Fee               ____________________________

         4. Start Date:                          ____________________________

         5. Project Completion Date:             ____________________________


COMPANY REPRESENTATIVE                                     CONTRACTOR / D. Solutions

Company: _______________________                           Fed Tax ID #____________________

Name: ________________________                             Name: Rachelle Munson

Title: _________________________                           Title: ___________________________

Signature: _____________________                           Signature: ________________________

Date: _________________________                            Date: ___________________________




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