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Independent Contractor Agreement

This agreement (the "Agreement") is made and entered into by and between SPIRIT CONNECTION, Incorporated with its principal place of business located at P.O. Box 13469, Atlanta, GA 30324 (hereinafter referred to as "Company" and ___________________________________ hereinafter referred to as "Contractor"
WHEREAS, the Company is in the business of providing information and psychic operator services through interactive psychic telephone lines for Real Communications Services, Inc. ("RCS")
WHEREAS, the Contractor holds out to be a metaphysically advanced individual having special skills, training and experience in providing psychic readings by telephone to callers contracting the Network (the "Callers") and,
WHEREAS, in connection with its provision of services to the Network, the Company is willing to refer Callers to the Contractor as an independent contractor, and the Contractor as an independent contractor is willing to provide psychic readings to Callers so referred.
NOW THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and adequacy of which are acknowledged , the parties agree as follows.
1. The Services. The Contractor shall provide psychic readings by telephone to Callers whose calls are referred to, and accepted by, the Contractor. The Contractor shall provide such psychic reading (the Services) consistent with the Contractor’s particular specialized skills, training, and experience in providing the same as set forth in the Contractor’s qualifications form attached hereto and incorporated herein, with results reasonably satisfactory to the Company.
2. No Training The Contractor represents and warrants, and the Company recognizes and acknowledges, that the Contractor has unique and specialized skills, training, and experience in providing psychic readings, and therefore the Company has not provided and will not provide any training or instructions to the Contractor.
3. Compensation And Payment. (a) (as its sole compensation..) Contractor shall earn fees for all call minutes from callers, which fees shall be computed on live connect minutes, rounded to the nearest six second increment.. (no preamble minutes shall be included)
(b) Company agrees to compensate Contractor at the rate of .20 cents per minute calculated to the nearest six second increment for live connect minutes. The Company shall compensate the Contractor for the Services solely in accordance with the Compensation Schedule attached hereto and incorporated herein based on the actual telephone connect time for each call with a caller during whch the services are performed by the Contractor.
( c ) Payments to the Contractor shall be made on a bi-monthly basis and will be due within twenty days following receipt by the Company of it’s monthly telephone report from the Network’s service bureau or the long distance carrier and the actual telephone connect time for each call shall be set forth therein. In the event the Network fails to compensate Spirit Connection for the captured logs Spirit Connection shall not be liable for such payment to the independent contractor. However, if the network has not compensated Spirit Connection, Inc. within sixty (60) days after the due date of any payment, Contractor acknowledges there is no independent liability of Company to Contractor except Company shall , after sixty (60) days from the date of the written request from Contractor, assign its rights against network to Contractor. Accordingly, the Contractor is not required to submit time records to the Company. The Contractor shall not participate in any benefit plan or program of the Company, including, but not limited to, health insurance, life insurance, disability insurance, pension or profit sharing, workers’ compensation, paid vacations or sick pay. The Contractor is not an employee of the Company.
4. .Equipment and Expenses At all times during the term of this Agreement, the Contractor shall provide, at the Contractors sole costs and expense, all of the equipment, materials supplied and premises necessary to the performance of the Services, including, but not limited to a separate, designated, unlisted touch-tone telephone line without call waiting, voice mail, or answering device, all necessary telephone equipment and office supplies and any persons engaged or services contracted for.
5. Service Location . The Services to be provided by Contractor under this Agreement shall be performed at the contractor’s place of business, which shall be maintained by Contractor and shall not be at Company’s place of business.
6. No Hours Or Schedule The Contractor shall have no obligation to perform or be available to perform the Services during any particular hours, or according to any particular routine or schedule, or to render Services for any particular amount of time, all of which shall be determined by the Contractor in his or her sole discretion.
7. Method And Manner . The Company is interested only in the results achieved by the Contractor. The Contractor shall have sole and exclusive control of the manner and means by which the Services are performed and shall do so according to the Contractor’s own means and methods of work. The Company shall have no right to, and shall not, control, direct, approve, or change the details, manner or means by which the Contractor performs the Services.
8. No Supervision Or Reporting. The Company shall not monitor, supervise, direct or control the Contractor in his or her performance of the Service. The Contractor shall submit reports necessary to track the Services performed by the Contractor.
9. Services for Third Parties. Subject to the compliance by the Contractor with the provisions of Section 15 of this Agreement, the Contractor retains the right to provide services similar to the Services to other individuals, businesses or the general public.
10. Licenses. The Contractor shall , at his or her sole cost and expense, secure and maintain in effect continuously throughout the term hereof any licenses necessary in connection with the performance by the Contractor of the Services.
11. Compliance With Laws. The Contractor shall provide the Services in accordance with all applicable laws, regulations, ordinances, and contracts applicable thereto.
12. No Violation. The Contractor represents, warrants and agrees that the performance of the Services will not violate any contractual rights, trade secrets, or other rights of any third party.
13. Assignment The Contractor may delegate the performance of any of the Services to other metaphysically advanced individuals having specialized skills, training, and expertise in providing psychic readings. The same shall be employees or independent contractors of Contractor.
14. Term And Termination. Each party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other party. Provided, however that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. In the event of termination or expiration, the Contractor shall be paid Contractor’s usual compensation up to the effective date of termination or expiration.
15. Non disclosure and Nonsolicitation The Contractor shall not directly or indirectly disclose to any person other than a representative of the Company at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and modes, or trade secrets. Furthermore, the Contractor agrees that during the term of this Agreement and for a period of one year following the termination or expiration of this Agreement, the Contractor shall not directly or indirectly solicit or attempt to solicit any Callers, customer or suppliers of the Company other than on behalf of Company.
16. Independent Contractor Status. The Contractor and the Company agree that the Contractor shall at all times be an independent contractor and that no relationship of employer and employee, partners or other relationship is created or intended to be created by this Agreement for any purpose. The Contractor shall be treated as an independent contractor for all purposes, including and without limitation for Federal and State tax and other State and Federal purposes. The Contractor assumes full responsibility for payment for all federal, state, and local taxes imposed or required under unemployment insurance, self employment, social security and income tax laws upon compensation paid to the Contractor. The Contractor shall not hold himself or herself as an employee, partner, or agent of the Company and shall have no authority to bind the Company in any manner whatsoever. The Contractor acknowledges that he or she has duly signed and returned to the Company Form W-9 that Contractor has, and shall acquire a Federal Identification Number, and all compensation paid to the Contractor under this Agreement will be reported annually to the Internal Revenue Service on Form 1099, of which the Contractor shall receive a copy
17. Database, Customer Lists, Reports. Contractor may develop databases and lists relating to customers retained by Contractor and these databases and lists will be the property of Company and may be used by Contractor only for providing services hereunder. Upon written request, Contractor shall provide such databases and lists to Company (within forty-eight (48) hours of such request). These lists and databases will not be used to violate any other item of this agreement.
18. Indemnification Of Company. The Contractor shall indemnify the Company against all liability loss or damages including consequential and incidental injury (including death) caused by or sustained in connection with the performance by the Contractor of the Service, or based on any violation of any statute, ordinance, regulation, or contract, and the defense of any such claims or actions including attorney’s fees. The Contractor shall also indemnify the Company against all liability and loss in connection with and shall assume full responsibility for, payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to the Contractor’s performance of this Agreement.
19. Miscellaneous. This Agreement contains the entire understanding of the parties with respect to all matters referred to herein and may not be changed, amended, modified, or waived orally but only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, or amendment is sought. This Agreement shall be construed under the laws of the State of Georgia and Dekalb County, Georgia. If any provision in this Agreement is held by court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. The headings to the sections of this Agreement are for reference only and shall not affect its construction or interpretation.
20. Remedies For Breach. In the event of a breach of this Agreement by the Contractor, the Contractor agrees that the Company may exercise any remedy available at law or in equity, each of which shall be cumulative and may be exercised at any time. For any breach of the restrictions contained in Section 15 of this Agreement, money damages would not be a sufficient remedy and that the Company shall be entitled to specific performance and injunctive relief as a remedy for the Contractor’s breach thereof in addition to all other remedies available at law or in equity.
21. Notices. Any notice, request, demand, consent, waiver, or other communication which either party may wish to serve or, may be required to serve on the other party shall be in writing and shall be served by personal delivery, by facsimile, by prepaid recognized overnight air express delivery, by pre-paid certified mail return receipt requested, or by pre-paid telegram addressed to such party at the address set forth at the beginning of this Agreement, and if to the Company, a copy of any such communication shall be sent to Spirit Connection, Incorporated at P. O. Box 13469, Atlanta, Georgia 30324.

IN WITNESS WHEREOF, the parties have executed this Agreement on this
________________ day of ____________________, 19______


by __________________________



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