INDEPENDENT CONTRACTOR EMPLOYMENT AGREEMENT

INDEPENDENT CONTRACTOR EMPLOYMENT AGREEMENT FOR LOAN MODIFICATION REFERRAL THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into by and between SureFast Loan Modification, LLC (an Arizona Limited Liability Company) (“Company”) and Contractor Named in Exhibit “A”: Table 1 attached to this Agreement. (“Contractor”). RECITALS Whereas, Contractor wishes to identify individuals who are in need of Loan Modification and other associated services. Whereas, Contractor desires to refer appropriate individuals to Company for Loan Modification services offered by Company (the “Services”). Whereas, Company provides Loan Modification services for consumers in need of such services. Whereas, Company desires to assist any individuals referred to it for Services, which meet its standards and guidelines. The parties desire to set forth the terms and conditions of their relationship whereby Contractor will refer individuals to Company for the Services. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by each of the parties to this Agreement, it is agreed as follows: 1. Retention. Company does hereby engage Contractor to identify individuals who are in need of the Services for a Loan Modification Plan. Contractor hereby accepts such engagement and agrees to perform its duties as described in this Agreement. Obligations of Contractor. Contractor does hereby agree throughout the term of this Agreement as follows: a. That it will generate at its own expense, advertising and marketing materials to send and communicate with prospective consumers, in order to generate inquiries from those consumers who are in need of the Services. The amount of marketing and advertising conducted by Contractor will be determined by Contractor in its sole discretion. Notwithstanding the previous sentence, Company must approve in writing any and all marketing material desired to be used by Contractor in which Company’s name and/or logo and/or any other of its intellectual property are being used prior to any such use. All advertising, marketing, and telemarketing services performed by Contractor shall be in accordance with applicable law. That upon identifying an individual(s) who desire its Services, it will ensure and direct the individual(s) to complete the Loan Modification Questionnaire Package completely to the best of their ability so that SureFast may perform an initial financial calculation and budget for such person. Independent Contractor Loan Modification Referral Agreement Page 1 of 9 2. b. c. That upon identifying an individual in need of these Services provided by Company, who desires to engage Company for Services, it will have such individual (i). (ii). complete and execute the appropriate state specific service agreement of Company (the “Service Agreement”) which may be done via e-mail, by fax or regular mail; and forward to Company Only, all information it receives from such client and the Service Agreement. An individual acquired by Contractor whom executes a Service Agreement with Company is hereinafter referred to as a “Client”. d. e. f.. g. That it will enroll new Clients into the Loan Modification program. That it will promptly notify Company of all Clients’ claims for refunds. That in describing the Services of Company, it will only utilize scripts and documents which have been approved in writing by Company. The documentation delivered to Company shall include such information regarding each Client, and shall be provided in such form as Company may from time to time reasonably request, but in any event must include all relevant Client statements, and any other documentation necessary for Company to perform the Services. All individuals procured by Contractor for the Services of Company shall be considered Clients of Company. Any monies received by Contractor on or in connection with any and all Company business shall immediately be delivered to the Company or to the designated recipient of the Company for handling in accordance with Company policy and procedures. Contractor will comply with all applicable laws relating to Loan Modification marketing to consumers. Among others, Contractor will comply with state and federal telephone sales laws, including without limitation the federal Telephone Sales Rule, as amended from time to time, state telemarketing license requirements, the Credit Repair Organizations Act, all state UPL (Unauthorized Practice of Law) regulations, and no-call list subscription and use requirements. Contractor, corporately and through its individual owners and officers, agrees to indemnify, defend and hold Company and its owners and officers harmless from any and all claims brought against Company for Contractor's alleged or actual noncompliance, or claims directly against Company resulting from Contractor's noncompliance. Contractor acknowledges and agrees that it is solely responsible for compliance with all regulations and laws relating to its marketing and enrollment of consumers. h.. i. j. 3. Compensation. Contractor shall be entitled to receive the following as its full and complete compensation for its efforts provided pursuant to this Agreement; a. b. Refer to Exhibit A: Table 3 attached to this Agreement. Price and Compensation Plan Changes: Company reserves the right at any time to adjust or change the terms set forth in Exhibit A attached to this Agreement. Company additionally reserves the right to change or modify its Compensation Plan at any time with notice. If a Client presents a check for payment and is returned by the bank for NSF (Non-Sufficient Funds) payment(s), the fees charged to the Company by the bank(s) may be Offset and deducted from any future payments due Contractor. Company reserves the right to reject, cancel, or terminate a Client for any reason, at any time, at the sole discretion of Company. The Company reserves the right to refund said Client’s fees paid to Company and Contractor will be required to refund its share of said fees. Independent Contractor Loan Modification Referral Agreement Page 2 of 9 c. d. 4. Representations and Warranties. a. Contractor and Company each represents and warrants to the other as follows: (i). (ii). Company is a business entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; The Company has all requisite corporate power and authority to own or lease and operate its property, to carry on its business as now conducted or proposed to be conducted, and to execute this Agreement; (iii). The Company is in good standing wherever necessary to carry on its present and proposed business and operations, except in jurisdictions in which the failure to be in good standing has not had, would not have, and could not reasonably be expected to have a material adverse effect; (iv). This Agreement has been duly authorized, executed, and delivered by it and constitutes a valid and legally binding agreement, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws relating to or affecting creditors’ rights generally, general equitable principles (regardless of whether considered in a proceeding in equity or law); (v). it has all material approvals, licenses, and other permits of all governmental or regulatory agencies, and has otherwise complied with all requirements of law reasonably necessary or appropriate to conduct its present and proposed business and operations. b. To the fullest extent permitted by law, Contractor does hereby agree to protect, defend, indemnify and hold Company harmless from and against any and all losses, costs, damages or expenses incurred or sustained by Company arising as a result of any breach of its warranties or representations herein, or any actions taken or as a result of the failure, neglect or omission of Contractor or any of its agents, contractors, subcontractors or employees, including all court costs and attorneys’ fees incurred through all trial and appellate levels of proceedings. Contractor acknowledges and agrees that it is prohibited from using, creating, or taking part in any advertising, marketing, or outside lead generation, unless prior approval to begin marketing has been granted by Company. Contractor agrees to conduct itself, and to cause all of its employees and representatives to conduct themselves, in a reputable manner and in conformance with all applicable laws, rules, regulations and codes of ethics that are binding upon or applicable to the Company’s and Contractor’s businesses. Contractor will maintain an internal No-Call List consistent with Company policy and not contact any consumer that requests to be place on such list. c. d. e. 5. Term and Termination a. Notice of Termination: This Agreement may be terminated by either party, at will, and with or without cause upon written notice from the terminating party to the other party. In the event that this Agreement is terminated by the Company or by Contractor for any reason, such termination shall not affect any Loan Modification contracts with respect to which Company has been providing Loan Modification services. Termination for Cause shall be effective immediately upon notice. Termination for Cause: Each Party shall have cause to terminate this Agreement in the event that it reasonably believes: Independent Contractor Loan Modification Referral Agreement Page 3 of 9 b. (i). Contractor has committed a felony or a crime involving theft, fraud, dishonesty, or acts of moral turpitude, (ii). Contractor has breached this Agreement by accepting payment from a client contrary to its terms, has breached either the non-competition or confidentiality obligations created by the Agreement, or committed a substantial breach of the duties it owes to its clients or to the Company under the terms of this Agreement, or breached a covenant, representation or warranty, (iii). Contractor habitually or routinely fails to competently fulfill the duties and obligations created by this Agreement, (iv). Contractor lacks the financial or management resources to properly maintain its business, or (v). Contractor published derogatory statements regarding the operation or management of Company that jeopardize its viability or would tend to harm its goodwill, public image or profitability. In addition, each Party shall have cause to terminate this Agreement if it obtains evidence that the other Party has continued a course of conduct which the first Party has previously warned is a violation of this Agreement. c. Notwithstanding anything stated in this Section 5 to the contrary, Contractor understands and agrees that ; (i). any use of the Company’s name, logo, slogan, or other intellectual property without prior approval of the Company shall be considered a breach of this Agreement and at the Option of Company, may result in immediate termination of this Agreement. (ii). Any misrepresentation of the products or services that are offered shall result in immediate termination of this Agreement. d. Immediately upon Termination of this Agreement, Contractor shall return all Company Information it has in its possession to Company, including but not limited to Trade Secrets, any Client files, including all documents and notes, on every Loan Modification in process or closed, assigned to and maintained by Contractor, training information, brochures, and related promotion and training materials necessary for Contractor to perform its services hereunder, in addition to any and all advertising and marketing materials that include any Company name, logo, slogan, or other intellectual property. Contractor shall provide Company with complete information on all Loan Modification services in process at the time of termination, including the name, address and telephone number of customers. 6. Confidentiality and Competition. a. In order to provide its services hereunder, Company may disclose to Contractor confidential information concerning its methods of organizing and employing Client data and of remitting payments, trade secrets, pricing and fee structures, business and marketing strategies or research, profit margins, number of employees, training methods, techniques and practices ("Company Information"). In recognition of the importance to Company operations of the continued confidentiality of the Company Information, the innovative nature of Company' operations, and the national scope of these operations, Contractor and those of its principals who sign this Agreement in their individual capacities: (i). shall not communicate Company Information to any third party without Company consent and shall use their best efforts to prevent inadvertent disclosure of Company Information to any third party unless prior consent by customer was authorized; and shall neither use Company Information nor disseminate it within Contractor's organization except to the extent necessary for meeting Contractor's responsibilities under this Agreement or for any Independent Contractor Loan Modification Referral Agreement Page 4 of 9 (ii). other purpose Company may hereafter authorize in writing. b. In addition to the foregoing, Contractor may receive confidential information concerning Company's Clients and potential Clients, including their social security numbers, employment history, contact information and financial information ("Client Information"). In recognition of the importance to Company's operations of the continued confidentiality of the Client Information, Contractor: (i). shall not communicate Client Information to any third party and shall use its best efforts to prevent inadvertent disclosure of Client Information to any third party; (ii). shall neither use Client Information nor disseminate it within Contractor’s organization except to the extent necessary for meeting Contractor’s responsibilities under this Agreement or for any other purpose Contractor may hereafter authorize in writing. c. Contractor acknowledges Company’s ownership of the service mark and trade name “SureFast Loan Modification, LLC” and that Company’s service mark is famous for purposes of the Federal Trademark Dilution Act, and all applicable state and federal anti-dilution laws. During the term of this Agreement only, Contractor may use the name “SureFast Loan Modification, LLC” or Name permitted by the appropriate state to the extent that Contractor is acting as an authorized representative of Company for authorized Company business. Following the termination of this Agreement, Contractor shall not use for any purpose whatsoever either alone or in conjunction with others, either directly or indirectly the name “SureFast Loan Modification, LLC” or any similar “SureFast” name variation. It is not acceptable for Contractor to solicit any existing clients or future clients of the Company enrolled by Contractor for purposes of servicing them by means of any other backend processing entity that may be competitive with Company. In the event Contractor voluntarily terminates this Agreement with the Company, or alternatively, the Company terminates this agreement for any reason whatsoever, Contractor hereby agrees that, it shall not: (i). solicit or contact, directly or indirectly, any existing or prospective Clients with whom the Company has a relationship, nor disclose such Client’s names, addresses, or any other information relating to such Client, to any person, entity, organization or business; d. e. (ii). solicit or induce any of the Company’s employees to leave the employ of the Company, nor shall Contractor interfere with the relationship of the Company and any of its Clients, Customers, employees, agents, representatives, vendors or suppliers; (iii). disclose Company Information to any person, entity, organization or business, nor shall Contractor use the Company’s Information for any purpose, except for the purpose of extending Mortgage, Real Estate, Insurance, Securities, or Investment related services that Contractor is engaged in so long as Clients of the Company are not solicited for any services related to any other Loan Modification entity that may compete with the Company. f. In the event Contractor violates or breaches any covenant or portion of this Agreement, the injury to the Company shall be substantial, but difficult to ascertain. Accordingly, the parties mutually agree that any such violation or breach will cause the Company irreparable harm, and may be remedied by entry of a temporary or permanent injunction without affecting any other right the Company has, whether at law or in equity. The Company shall also be entitled to recover court costs and reasonable attorneys’ fees, up through and including appellate costs and fees, incurred in enforcing or defending any provision of this Agreement. Independent Contractor Loan Modification Referral Agreement Page 5 of 9 7. Ownership. All materials including, without limitation, documents, drawings, models, apparatus, sketches, designs, and lists disclosed to Contractor by Company as well as Client Information shall remain the property of Company and shall be returned to Company promptly at its request with all copies made thereof. Independent Entities. Contractor and Company are and shall be deemed for all purposes to be independent entities. Nothing contained in this Agreement shall be construed to create a relationship of partnership or joint venture for any purpose whatsoever. Contractor is not an employee of Company for any purpose whatsoever, but is an Independent Contractor. As such, each party is responsible for paying its own taxes related to the income it receives related to the Clients and this Agreement. Company shall not withhold income taxes, social security taxes, disability, workers compensation, or unemployment insurance payments, or any other assessment or taxes from the Fees due Contractor hereunder, except as otherwise stated herein. Contractor and Company shall each pay their own expense related to the services they provide in connection herewith, including but not limited to, compensation payments to its own employees and costs associated with the benefits provided to such employees, office space, telephone service, internet service, and other general overhead costs. Company shall not have any obligation to reimburse or pay for any expenses incurred by Contractor. Equitable Relief. Each party agrees that any breach of this Agreement by such party will cause irreparable damage to the other party and that in the event of such breach the non-breaching party shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the other party’s obligations hereunder. Indemnity. To the fullest extent permitted by law, Contractor does hereby agree to protect, defend, indemnify and hold Company harmless from and against any and all claims, demands, losses, actions, causes of action and lawsuits including costs, damages or expenses incurred or sustained by Company arising as a result of any breach of its warranties or representations herein, or any actions taken or as a result of the failure, neglect or omission of Contractor or any of its agents, contractors, subcontractors or employees, including all court costs and reasonable attorneys’ fees incurred through all trial and appellate levels of proceedings. Arbitration: To the full extent allowed by the law, any controversy, claim, or dispute between Company (and/or any of its officers, directors, agents, representatives, or affiliated entities) and Contractor relating to or arising out of this Agreement or Contractor’s duties there under will be submitted to final and binding arbitration in Maricopa County, Arizona, for determination in accordance with the American Arbitration Association’s National Rules for the Resolution of Employment Disputes, as the exclusive remedy for such controversy, claim, or dispute, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In agreeing to arbitration the parties hereto understands that: (a). (b). (c). (d). They are waiving their right to have any case determined in court; Arbitration is final and binding; Discovery is generally more limited in arbitration proceedings than in court proceedings; and The award in an arbitration proceeding is not required to contain factual findings and legal reasoning. 8. 9. 10. 11. By Agreeing To This Binding Arbitration Provision, The Parties Hereto Give Up All Rights To Trial By Jury. Independent Contractor Loan Modification Referral Agreement Page 6 of 9 12. Advise of Counsel. Neither Company nor Contractor shall be deemed to have drafted this Agreement. Both Company and Contractor have had an opportunity to consult with counsel of their choice and both Company and Contractor enter into this Agreement with complete knowledge and understanding of its terms. Severability/Non-Modifiability. Any provision of this Agreement held invalid, void or illegal in no way affects, impairs, or invalidates any other provisions thereof, and such other provisions shall remain in full force and affect. This Agreement constitutes the entire Agreement between the parties hereto and supersede any and all prior negotiations and representations. Neither party has made any representations, promise, nor did inducement of any kind, oral or written, to the other except as set forth herein. This Agreement may not be amended, modified, waived, or changed in any respect except by writing, duly executed by the parties hereto. Governing Laws. This Agreement will be governed and construed under the laws of the State of Arizona. Any dispute arising under this Agreement shall be governed by and constructed pursuant to the laws of the State of Arizona, and shall be arbitrated or tried in the State of Arizona. Any court or arbitration proceeding held in the State of Arizona shall have sole jurisdiction over any dispute between the Parties. The place of performance of this Agreement is the City of Phoenix, County of Maricopa, Arizona. Legal Expenses. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement will be entitled, in addition to any other rights or remedies it may have, to reimbursement of its legal expenses incurred in such action, including court costs and reasonable attorneys’ fees. Notice. Any demand, notice, or request provided for by this Agreement shall be in writing, and shall be deemed given or made when delivered personally, mailed by certified mail return receipt requested or mailed utilizing any nationally recognized overnight air carrier to the party to whom notice is to be given or to whom a demand or request is to be made. The addresses of the parties are as follows: See EXHIBIT “A”: Table 1 and Table 2 attached to this Agreement. Other Documents. The parties hereto shall execute such other documents, authorizations, or other instruments as may be necessary or proper to effectuate and fully carry out the provisions and purpose of this Agreement. Waiver. The failure of a party to require the performance of any term of this Agreement or the waiver by a party of any breach of this Agreement shall not prevent a subsequent enforcement of such term nor be deemed a waiver of any subsequent breach. Severability. Any provision hereof held invalid or unenforceable shall be deemed severed and shall not affect the validity of the other provisions hereof which shall remain in full force and effect. Assignment. Neither this Agreement nor any of the rights, interest, or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other, except that either party may assign, subject to the reasonable approval of the other, any of its rights, interest, and obligations hereunder to any parent or subsidiary of the party. Subject to the preceding sentence, all terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective affiliates, subsidiaries, successors, licensees, distributes, and permissible assignees. Independent Contractor Loan Modification Referral Agreement Page 7 of 9 13. 14. 15. 16. 17. 18. 19. 20. 21. Interpretation. In the interpretation of this Agreement or any provision hereof, no inference shall be drawn in favor of or against any party by virtue of the fact that one party or its agents may have drafted this Agreement or such provision. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, and all of the counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this agreement by facsimile or electronically imaged transmission shall be effective as delivery of a manually executed counterpart of this agreement. Warranty. Each of the undersigned represents and warrants that all necessary persons or bodies have authorized his or her signature and that such signature will bind any entity on behalf of which he or she has affixed his or her signature. Sole Agreement. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and neither of the parties has made any representations or promises to the other with respect thereto which are not express in this Agreement. No amendments, changes, revisions, or discharges of this Agreement in whole or in part shall have any force or effect unless set forth in writing and signed by the parties hereto. 22. 23. 24. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth below. COMPANY By: Managing Member SureFast Loan Modification, LLC Date: _________________________ By: CONTRACTOR _______________________________ Date: _______________________________ Independent Contractor Loan Modification Referral Agreement Page 8 of 9 EXHIBIT “A” Contractor Contact and Notice Information Full Name: Street Address City, State & Zip Code: e-Mail Address: Home Phone: Cell Phone: Work Phone: Fax #: Social Security Number: Table 1 “Notice To The Company” from Article 16: Notice SureFast Loan Modification, LLC 4201 North 24th Street - Suite 150 Phoenix, AZ 85016 Attention: Aubrey Gattinella Phone: (602) 889-7300 Fax:: (602) 889-5928 Table 2 Loan Modification Fee Schedule The Company Shall Retain $995.00 Upfront For Loan Modification Services Per Property. Contractor shall be entitled to receive all sums collected over and above the $995.00 Stated Above. The Company Must Net a Minimum of $995.00 Upfront For Loan Modification Services Per Property after deduction of any Third Party Credit Card and Check Processing Fee’s (approximately Five Percent (5.00%)) Table 3 Independent Contractor Loan Modification Referral Agreement Page 9 of 9