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									                          Independent Contractor Agreement

This agreement, entered into between Sidekicks LLC, located at 408 Horizon Drive, Edison, New
Jersey 08817 ("Sidekicks") and (Name) _____________________________________, located at
(Address) ________________________________________ (City) _________________________
(State) ________ (Zip) _______ (“Independent Contractor”), is made to provide a means whereby:

a) Sidekicks desires to have Mortgage Field Services Work performed with respect to certain
property: and

b) Independent Contractor agrees to perform such Mortgage Field Services Work under the terms
and conditions stated in this Agreement.

The parties agree as follows:

1. Business Relationship. Independent Contractor acknowledges and agrees that it is acting as
an Independent Contractor and not as an employee or agent of Sidekicks and as such
Independent Contractor will be solely responsible for the work to be performed and, other than
receiving the request and description of work from Sidekicks, Sidekicks does not have control of or
direct the work to be done. Accordingly, Sidekicks will not withhold or make any contributions for
any Social Security, Unemployment Insurance, Federal, State or Local Taxes for Independent
Contractor’s services. Such taxes and insurance shall be the sole responsibility of Independent
Contractor. Nothing in this Agreement shall be construed to create an employer/employee
relationship, joint venture or partnership between the parties hereto.

2. Agreement. This Agreement supersedes any prior agreements and understandings between
Sidekicks and Independent Contractor governing the maintenance and preservation of properties
by Independent Contractor except with respect to any previously agreed upon compensation
schedule, agreed to by both parties by a document in writing signed by both parties. Provisions of
this paragraph shall not operate to release Independent Contractor from responsibility or liability
that may have arisen under such agreements and understandings. This agreement shall not be
modified by any proposal, estimate, conversation, or other form or communication. This
Agreement cannot by modified by oral agreements, and may be modified only by a document in
writing signed by both parties.

3. Termination of Agreement. This Agreement may be terminated by either party upon written
notice. Termination of this Agreement by either party shall not release Independent Contractor from
any responsibility or liability on the party of Independent Contractor that arises from actions or
activities prior to termination.

4. Performance. Independent Contractor shall promptly and diligently perform, within the time
requirements requested, all Mortgage Field Services Work, including property maintenance and
preservation and or property inspections requested by Sidekicks on such properties as are
hereafter agreed upon from time to time by Sidekicks and Independent Contractor. TIME IS OF

Independent Contractor's Initials_________                                               Page 1 of 6
5. Scope of Work. Mortgage Field Services Work are as set forth in the written work orders
delivered to the Independent Contractor from Sidekicks by hand, email, mail, facsimile or by other
electronic means. Work orders are TBD (if multiple work orders list all work orders included) and
Independent Contractor will furnish all labor, equipment, tools, materials, scaffolds, permits,
transportation, and field supervision to complete in a workmanlike manner all and everything called
for in Work Order. Independent Contractor shall give its personal supervision to the Work or have a
competent foreman or superintendent on location at all times during progress, with full authority to
act for Independent Contractor. All work is to be accomplished in the best workmanlike manner,
and as safely and rapidly as possible.

6. Necessity of Timely Completion. Work not completed within the times requirements stated on
work orders will not be considered satisfactory and will be subject to reassigning and back-charge
as described in this Agreement. Contractor hereby acknowledges and agrees that Sidekicks will
incur actual damages attributable to any Independent Contractor delay and that Sidekicks shall not
be obligated to pay Independent Contractor for any services rendered after the stated time for

7. Payment for Services Rendered. After satisfactory and timely completion of the services
requested Sidekicks shall pay Independent Contractor for the services rendered in such amounts
as the parties have previously agreed upon and subject to all the terms of this entire Agreement.

8. Further Reimbursement. Except as otherwise agreed, Independent Contractor shall not be
entitled to any further reimbursement for any expenses incurred in connection with performance of
services by Independent Contractor. Independent Contractor shall pay any money owed to its
employees, agents, servants, subcontractors, representatives or material men or material supplies
with respect to work on any property assigned to Independent Contractor pursuant to this
Agreement and shall not permit or cause any lien to be filed on any such property. Independent
Contractor shall be responsible for all costs incurred in connection with the performance of
services hereunder, and shall bear any loss of or damage to materials, vehicles, or other articles
used or held for use in connection with said services.

9. Independent Contractor's Insurance. Before commencing work, Independent Contractor and
its permitted Subcontractors, if any, will supply to Sidekicks duly issued certificates of insurance
naming Sidekicks and any other persons or entities named in the agreement, as additional
insureds, showing in force insurance for general liability, automobile liability, and workers'
compensation. All policies required to be maintained by Independent Contractor pursuant to this
Agreement shall have a written undertaking from the insurer to notify Sidekicks at least thirty (30)
days prior to any change thereto or cancellation thereof.

10. No Right to Stop Work. In the event of any disagreement between Sidekicks and Independent
Contractor as to the scope of the Work, scheduling, equipment, materials, or any other
disagreement, Independent Contractor will not stop work or reduce progress, but will continue with
the prompt and diligent performance of the Work.

11. Change Orders. Change orders shall not be allowed except with the express and written
consent of Sidekicks.

12. Debris. Independent Contractor understands and agrees that he bears the sole responsibility
to determine the nature and manner of any debris to be removed from a property and shall do so in
compliance with all applicable laws. No items of hazardous waste will be removed by Independent
Contractor unless it is done in compliance with applicable environmental laws, rules and

13. Cleanup. Independent Contractor will continuously clean the job site, and Independent
Contractor's Work areas will be maintained in an orderly condition at all times. Independent

Independent Contractor's Initials_________                                                Page 2 of 6
Contractor will locate its materials and equipment so as to avoid interference with other trades.

14. Photographic Evidence. As per standard procedure within the Mortgage Field Service
industry, Independent Contractor shall provide Sidekicks with photographic evidence of satisfactory
performance of work orders, in accordance with the written specification provided by Sidekicks
and/or contained within the work order, and within the time requirements found within the work
order. Independent Contractor hereby acknowledges and agrees that complete compliance with
this requirement as stated in this paragraph is an absolute condition to payment for services
rendered and that Sidekicks may refuse to pay Contractor for services rendered whenever
Independent contractor fails to comply with the photographic evidence requirements.

15. Indemnity. Independent Contractor agrees to save, defend and indemnify Sidekicks and hold
Sidekicks harmless from and against any and all claims of whatever nature arising from (i) any act,
omission or negligence by Independent Contractor, or Independent Contractor’s employees,
agents, servants, representatives, or subcontractors, or (ii) any accident, injury or damage
whatsoever caused to any person, or to the property of any person, where such accident, damage
or injury results or is claimed to have resulted from an act, omission or negligence on Independent
Contractor’s part, or (iii) failure to adhere to any applicable law, rule or regulation of any governing
body having jurisdiction over the work performed pursuant hereto or (iv) any act, omission or
default under any of Independent Contractor’s undertakings in this Agreement. This indemnity and
hold harmless agreement shall include indemnity against all costs, expenses, fines, liabilities and
attorney’s fees in or in connection with any such claims or proceedings brought thereon and the
defense thereof. Independent Contractor waives any right of subrogation which may accrue to it to
claim indemnity and/or contribution from Sidekicks, Owner, and any architect or engineer, for or on
account of any and all loss, cost damage, expense and liability which may be incurred by
Independent Contractor by reason of injury to or death of persons whomsoever, including
Independent Contractor's employees and Sidekicks's employees, or damage to or destruction of
property whatsoever.

16. Proprietary Information. Independent Contractor recognizes and agrees that in order to
perform services for Sidekicks, he will acquire and have access to confidential and proprietary
information of Sidekicks (e.g. e-mails, information concerning computer operations, operating
manuals, trade secrets and confidential information, including, but not limited to, unique business
methods, secret data, Sidekicks' customers mortgage lists (“Proprietary Information”). Independent
Contractor recognizes and acknowledges that such information is highly confidential and, if
revealed to outside sources, would seriously and adversely affect Sidekicks' business; and that
such Proprietary Information is of such value and nature as to make it reasonable and necessary
to restrict Independent Contractor’s use of Proprietary Information for the protection of Sidekicks'
business interest. As such, Independent Contractor must comply with the terms, provisions and
covenants of the Independent Contractor Agreement on his part to be observed or performed.
Independent Contractor agrees that from and after the date hereof, he will not, directly or indirectly
(except as required in the course of your providing independent contracting services for Sidekicks),
make known, communicate or divulge to or use for the benefit of himself or any other person,
without the consent of Sidekicks, any Proprietary Information. Without limiting the foregoing,
Independent Contractor will not cause Sidekicks to be in violation of its agreements with its
customers as it relates to Proprietary Information. Independent Contractor may from time to time
reassign Sidekicks work to other individuals with the express written consent of Sidekicks. In this
regard, Independent Contractor shall take reasonable steps to insure that any such person
adheres to the agreements contained herein. All such Proprietary Information shall remain the sole
property of Sidekicks.

17. Competition and Solicitation. For a period of two (2) years from the termination of this
Agreement, Independent Contractor shall not engage in competition with Sidekicks for any of
Sidekicks' Clients or solicit work therefrom. Sidekicks' Clients is defined to include: (a) current and
past clients (b) individuals or entities who retain Sidekicks during the term of this Agreement and

Independent Contractor's Initials_________                                                  Page 3 of 6
(c) potential Sidekicks' Clients to whom Independent Contractor is introduced or exposed to during
the course of its performing services for Sidekicks. Independent Contractor agrees that violation by
Independent Contractor of the provisions of this paragraph will cause irreparable injury to
Sidekicks for which any remedy at law would be inadequate, and that Sidekicks shall be entitled in
any court of law or equity, to temporary, preliminary, permanent, and other injunctive relief without
the need to post any bond or undertaking against any breach by Independent Contractor, in
addition to and not in lieu of all other remedies to which Sidekicks may be entitled.

18. Guarantee. Independent Contractor guarantees that all equipment and material supplied by
Independent Contractor will be of merchantable quality and that all Work performed by
Independent Contractor will be performed in a workmanlike manner. Independent Contractor will,
at its own expense, at the request of Sidekicks or Client, promptly replace or repair any work,
equipment, or materials that fall to function properly for a period of one year after the date of final
completion of the Independent Contractor (including correction of all punch list items), or for the
period specified in agreement, whichever is longer.

19. Back charge. Independent Contractor will promptly pay Sidekicks for any damage or loss that
Sidekicks may sustain (including claims against Sidekicks by Client) as a result of Independent
Contractor's performance or failure of performance. If Independent Contractor is performing more
than one project for Sidekicks, Sidekicks may withhold payment on any project because of back
charges assessed on any other project.

20. Payment After Termination. Sidekicks, for any reason or for no reason whatsoever, may
terminate this Independent Contractor, and Independent Contractor's performance, at any time.
Independent Contractor shall be entitled to payment for the value of Work completed as of the date
of termination less any sums deductible hereunder, and in no event shall Independent Contractor
be entitled to its lost profit or overhead.

21. Approval of Work. All Work is subject to the approval of Sidekicks, and Sidekicks's Client(s) ,
and any Work not so approved shall be removed and replaced by the Independent Contractor at its
own expense. Independent Contractor shall also be responsible for costs incurred to repair or
replace any work put in place by Sidekicks, or any other Independent Contractor which was
damaged while repairing or replacing Independent Contractor's disapproved work. Sidekicks may
withhold payments from the Independent Contractor until such time as the work of the Independent
Contractor meets the approval of the above parties.

22. Termination by Client. In the event that the Client terminates the Agreement or any portion of
it, Sidekicks agrees to pay to the Independent Contractor whatever sums Sidekicks succeeds in
collecting from the Client, less the aggregate of previous payments made by the Sidekicks to the
Independent Contractor, on the account of work done by the Independent Contractor up to the time
of the Client's termination. The Independent Contractor expressly waives its right to claim
compensation beyond the amount recovered by the Sidekicks from the Client for the portion of the
Agreement being carried out by the Independent Contractor.

23. Sidekicks May Perform. Sidekicks may perform if Independent Contractor fails to perform as
required by this Agreement, Sidekicks may do so at Independent Contractor's expense.
In the event that Independent Contractor appears likely to be unable to complete the Work on
schedule, or if Independent Contractor falls to fully perform its duties under this Agreement, or if
Independent Contractor becomes insolvent or fails to supply sufficient forces to maintain the
schedule or is guilty of any other default under this Agreement, then Sidekicks may: (a) withhold
payment for work performed under this or withhold payment of any other obligation of Sidekicks to
Independent Contractor, (b) after giving written notice to Independent Contractor, and Independent
Contractor's failure to cure the default immediately, eject Independent Contractor and take over
Independent Contractor's Work and terminate Independent Contractor's right to perform under the

Independent Contractor's Initials_________                                                   Page 4 of 6
Independent Contractor. If Sidekicks takes over Independent Contractor's Work, then Sidekicks
may charge Independent Contractor for all costs incurred as a result, including reasonable
overhead and profit and including reasonable attorney's fees and other expenses. If the total
amount exceeds the unpaid balance of the Independent Contractor, then Independent Contractor
or shall pay the difference to Sidekicks. If the amount is less than the unpaid balance of the
Independent Contractor, the excess shall be paid by Sidekicks to Independent Contractor.

24. Validity of Agreement. If any provision of this Agreement is invalid or unenforceable as against
any person or party. Such provision shall be rewritten to the least extent necessary to make it valid
and enforceable, and the remainder of this Agreement and the applicability of such provision to
other persons or parties shall not be affected thereby. Each provision of this Agreement, except as
otherwise herein provided, be valid and enforceable to the fullest extent permitted by law. Nothing
contained in this Agreement shall be construed to require the commission of an act contrary to law.
Whenever there is any conflict between any provision of this Agreement and any present statute,
law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter
shall prevail. In such event, and in any case in which any provision of this Agreement is
determined by a court of competent jurisdiction, a regulatory or any other agency having
appropriate jurisdiction, or legal counsel for Sidekicks to be in violation of a statute, law, ordinance
or regulation, the affected provision(s) shall be curtailed and limited or otherwise modified, but only
to the extent necessary to bring it within the requirements of the law and, insofar as possible under
the circumstances, to carry out the purposes of this Agreement. In the event that such statute, law,
ordinance or regulation materially and adversely affects the ability of either of the parties to carry
out their respective obligations hereunder, the affected party shall propose by written notice to the
others that they negotiate in good faith to restructure the Agreement accordingly.

25. Arbitration.(a) The validity, interpretation and performance of this Agreement shall be governed
by the Laws of the State of New Jersey. Any action or proceeding, arising from or in connection
with this Agreement shall be commenced and maintained in a court of competent jurisdiction in the
County of Middlesex, State of New Jersey and may not be commenced or maintained in any other
court. Notwithstanding anything herein to the contrary, Sidekicks, at its sole option, shall have the
right to require Independent Contractor to arbitrate any and all claims, disputes and other matters
in question between Sidekicks and Independent Contractor arising out of or related to the
Agreement or the breach thereof before the American Arbitration Association at the regional office
nearest to Sidekicks’s home office. All Independent Contractors and material suppliers to
Contractor are bound by this arbitration provision. (b) Arbitration shall be in accordance with the
arbitration provision contained in the Agreement between the Sidekicks and the Client, when there
is such an arbitration provision. Upon the demand of any party, any other party subject to this
arbitration agreement shall join in and become a party to and be bound by such arbitration
proceedings. If there is no arbitration clause in the Agreement, then arbitration shall be in
accordance with the Construction Industry Rules of the American Arbitration Association. Should
any party refuse or neglect to appear at or participate in arbitration proceedings after due notice,
the arbitrator will decide the controversy in accordance with evidence introduced by the party of
parties who do appear. The arbitrator will award a reasonable attorney's fees to the prevailing
party. Rescission of this Agreement shall not impair this arbitration agreement.

26. Waiver of Lien Rights. Independent Contractor may have rights under state statutes to claim
liens against the Properties for non-payment of invoices. Understanding this right, Independent
Contractor unconditionally agrees to waive, and DOES HEREBY WAIVE, all lien rights that
Independent Contractor may be entitled to and Independent Contractor agrees to pursue collection
efforts without affecting clear title.

27. Consent to Jurisdiction. The laws of the State of New Jersey shall govern this Agreement

28. No Assignment. This Agreement shall not be assigned by Independent Contractor under any

Independent Contractor's Initials_________                                                  Page 5 of 6
29. Captions, Gender and Number. The captions of the sections and subsections of this
Agreement are for convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement. Whenever herein the singular number is used the
same shall include the plural, and the masculine gender shall include the feminine and neuter

IN WITNESS WHEREOF, the parties have executed this Agreement effective as the date
of Sidekicks LLC execution hereof.

                                             SIDEKICKS, LLC:

                                             SIDEKICKS, LLC


                                             Print Name: _____________________________

                                             Title: ___________________________________


                                             INDEPENDENT CONTRACTOR:



                                             Print Name: _____________________________



Independent Contractor's Initials_________                                            Page 6 of 6

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