INDEPENDENT CONTRACTOR'S AGREEMENT:

THIS AGREEMENT is made by and between SUPERIOR CUSTOMER SOLUTIONS (hereinafter referred to as "SCS") and YOU (hereinafter referred to as "Shopper"), and is dated for reference purposes as of today.

RECITALS:
WHEREAS, SCS maintains a market research business, a customer base, and an IC shopper base, enjoys the good will of the public, and has a reputation for quality, experience, and expertise;
WHEREAS, Shopper wishes to perform 'Mystery Shopping' assignments for and under the guidance of SCS; and,
WHEREAS, SCS and Shopper seek to reduce to writing their respective rights and obligations arising out of their intended independent contractor relationship;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

AGREEMENT:

1. INDEPENDENT CONTRACTOR'S STATUS.
A. This Agreement contemplates the creation of a relationship of independent contractor by and between SCS and Shopper; with Shopper as Contractor, and SCS as Contractee. Nothing herein is intended to create, nor should be construed as creating, the relationship of employer and employee. In order to maintain Shopper's independent contractor status as prescribed by the Internal Revenue Service, Shopper agrees to file his/her own personal Federal Tax Form l040 regarding his/her federal income taxes and FICA (self-employment tax) taxes for each taxable year, as well as any state tax forms required by any applicable state. Additionally, Shopper agrees to file, in a timely manner, all quarterly estimated tax forms and all other tax or related forms as may be required by the Internal Revenue Service and any applicable state. SCS shall be under no obligation to Shopper in connection with the foregoing set forth in this paragraph 1.A.
B. Shopper understands and agrees that Shopper will receive no minimum salary, sick pay, or vacation pay from SCS. Shopper will not receive any type of fringe benefits from SCS including, but not limited to, health or hospitalization insurance, dental insurance coverage, life insurance, disability protection, workman's compensation insurance, retirement plans, and the like.
C. Subject to Shopper's responsibility to perform assigned jobs in a timely manner, Shopper does not have to consult with or account to SCS concerning Shopper's schedule, hours worked, time off, or vacations taken.
D. Shopper agrees that all entertainment, automobile and transportation expenses, and all other expenses incurred in connection with the work of Shopper contemplated by this Agreement, will be paid entirely by Shopper without any reimbursement from SCS.
E. Shopper understands that Shopper is not required to attend any mandatory meetings, to meet any quotas, or to serve on office duty. Further, SCS shall have no control over the number of hours worked by Shopper.

2. FEES.
A. Shopper's compensation for services rendered pursuant hereto shall be based solely on the number of acceptable reports received by SCS.
B. Fees will be deemed to have been earned by Shopper hereunder only if SCS has received acceptable, properly completed reports in a timely manner from Shopper. Payment to Shopper shall be made via PayPal on or before the last day of the month following the month during which SCS receives Shopper's report(s) in accordance herewith. If the Shopper does not have a PayPal account, SCS and the shopper will agree upon an alternative payment method at the time of contracting the mystery shop assignment in writing.
C. SCS shall be the sole and final judge of whether any completed report is valuable to SCS, and whether any fee is due to Shopper on account thereof. In the event of any dispute between Shopper and SCS concerning whether Shopper is entitled to compensation for a report, the decision of SCS with respect to such dispute shall be final and binding upon Shopper.


3. LIMITATION OF AUTHORITY.
Shopper shall have no authority to bind, obligate, or commit SCS in any manner, including by any promise or representation, whether oral or written, unless specifically authorized by SCS in writing.

4. DISPUTES.
In the event any dispute, arbitration, or litigation arises out of, in connection with, or as the result of any act performed by Shopper pursuant to this agreement, or failure to perform, as the case may be, Shopper shall cooperate fully with SCS in an effort to resolve same. Shopper agrees to indemnify and hold SCS harmless of and from any and all claims, demands, suits, and liabilities, including costs and attorney's fees, to which SCS may be subjected by reason of or in connection with any proceeding arising out of the conduct or omissions of Shopper. It is the policy of SCS to avoid litigation whenever possible but the decision whether or not to enter into or maintain litigation shall be the decision of SCS alone. This obligation shall survive the termination or expiration of this Agreement.

5. TRAINING.
SCS will provide Shopper with instructions and forms designed to assist Shopper in mystery shopping for SCS, all of which shall remain SCS's property.

6. EMPLOYMENT.
Shopper will not, on behalf of himself or any third party, employ, or seek to employ any person employed by or engaged by SCS, or otherwise directly or indirectly induce such persons to leave their employment or independent contractor position thereat.

7. CONFIDENTIAL INFORMATION.
While Shopper is working for SCS, and thereafter, Shopper will hold in the strictest confidence, maintain as confidential, and not disclose to any third party, the following:
A. Any and all information concerning SCS's present or former customers, including their names and identities, locations and addresses, their employees and representatives, business practices, as well as the information sought to be gathered, and actually gathered, in connection with the services provided by SCS to its customers;
B. Any and all information concerning SCS's employees and representatives, as well as any information designated orally or in writing as confidential by SCS regarding SCS's sales methods, plans, and records, SCS's collections on behalf of its customers, all written communications, training and marketing materials, and all other like documents not disseminated to the general public, including computer programs and printouts, as well as any other confidential information regarded by SCS as a trade secret or otherwise protected from disclosure under applicable law. Shopper may, in accordance with the foregoing, use such information solely as necessary in Shopper's work for SCS.

8. TERMINATION.
Either party may, at any time, terminate this Agreement for any reason, or for no reason at all. However, each shall continue to comply with any and all obligations of this Agreement that are intended to survive its termination or expiration.
Shopper understands that in the event of termination or expiration, Shopper will receive the balance of fees due to Shopper for reports that SCS has deemed acceptable, and only for shopping assignments given by SCS to Shopper and not those self-assigned by Shopper. SCS and Shopper shall deal with each other fairly and in good faith relative to this Agreement.
Shopper further understands that if Shopper has participated in any shopping incentive promotion pursuant to which Shopper may be entitled to a bonus, trip, or other award, Shopper will not be entitled to same if it was not actually received prior to the date of termination.
In the event this Agreement is terminated or expires, Shopper shall immediately return to SCS all documents and materials furnished by SCS to Shopper, including, but not limited to, instructions and forms, confidential shopper reports and/or reports of any kind, computer print-outs, data files and computer storage media, computer access codes, plus any and all shopping aids, customer lists, shoppers lists, books, instruction manuals, and all other proprietary documents, materials and things in Shopper's possession, custody or control, including but not limited to all such items with the logo or trademark of SCS or any related mark affixed thereto.

9. BREACH OF AGREEMENT.
Shopper understands and agrees that any breach or threatened breach by Shopper of the non-disclosure provisions contained in this Agreement will cause SCS substantial, irreparable harm which is difficult to measure, and that SCS therefore may obtain an injunction against such conduct and Shopper consents thereto. This right is in addition to any other rights SCS may have against Shopper for breach of this Agreement. Therefore, whenever SCS may apply for restraining order or injunction against Shopper for breaching or threatening to breach this Agreement as described above, Shopper waives any notice to which Shopper may be entitled and consents to such restraining order or injunction. Shopper further agrees that any bond required of SCS in connection with any such restraining order or preliminary injunction shall not cost more than $500.00. If SCS proceeds against Shopper in the state court for Placer County, or the U. S. District Court situated in or closest to said county, on any cause of action arising out of this Agreement, Shopper agrees that such court may exercise personal jurisdiction over Shopper.
In the event of any breach of this Agreement by Shopper, Shopper agrees to pay SCS all losses and damages sustained as a result thereof, as well as court costs, attorney fees, and related expenses.

10. MISCELLANEOUS.
Each notice to either SCS or Shopper required hereunder shall be in writing and mailed to the addresses set forth in this Agreement unless and until any such address is changed in writing. SCS and Shopper shall exercise best efforts to communicate to the other any such change in address. Such notices shall be deemed given when mailed by certified mail, return receipt requested.
Any written notice may be personally delivered, but personally delivered notices shall be deemed given only on the date of actual receipt.
This Agreement contains the entire understanding and agreement between the parties with respect to the terms and conditions of Shopper's independent contractor relationship with SCS. This Agreement may be modified only by a writing signed by the parties. SCS may assign this Agreement to any successor to all or part of its business or to any parent, subsidiary, or affiliated company. Shopper may not assign this Agreement, or any part thereof, without SCS's written consent. When both parties have signed this Agreement, it will bind and benefit both of them and any successors to their interest, including Shopper's heirs, executors and administrators.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. If any provision of this Agreement shall be invalid under such laws, the validity of the other provisions shall not be affected thereby. Furthermore, Shopper agrees to abide by all local, state and national laws where applicable while serving in the capacity of Independent Contractor, Shopper to SCS.
This Agreement supersedes any prior agreements between the parties.