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SERVICE AGREEMENT THIS AGREEMENT dated this ___day of _____, 2012 (the Effective Date). BETWEEN: (COMPANY) - AND - (CONTRACTOR) In Consideration of the mutual promises set forth herein, it is agreed by and between Company and Contractor that: Section One: Description of Services Performed by Contractor The work to be performed by Contractor on an as-needed basis is in the Contractors usual line of business, and includes, but is not limited to, the following: 1. Contractor will provide services pursuant to customers needs, desires, and requests. The Contractor will ensure that all work performed is in accordance with customers standards and per customers request. 2. Contractor agrees to uphold standards of work and services that customers dictate and in accordance with professional standards. 3. Contractor agrees to provide services in accordance to deadlines and requests of customers. 4. Contractor will provide accounting/bookkeeping services for Company and guarantees that the following tasks will be completed by the end of each month or respective deadline: Monthly reconciliations of all business bank accounts, credit card statements, merchant statements, business loan accounts Weekly & bi-weekly payroll processing Manage HR tasks, including employee time off and HR manuals Track profits per project and provide bi-weekly job costing reports On-time filing of all monthly, quarterly & annual sales tax returns (for multiple states) On-time filing for all estimated income & Corporate tax On-time payments of all insurance premiums Preparation of all books for annual tax return. Annual financial statements due no later than February 15 Handle all accounts payables & reporting - weekly on Fridays Handle all accounts receivables & reporting - daily Pay all credit card bills - monthly Provide Owner with requested bi-weekly, monthly, quarterly & annual reports, including P&L Statement, Balance Sheet, Cost Center Tracking, Budget Tracking, Revenue Center Tracking. Create Quarterly Financial Statements, due April 30 (Qtr 1), July 30 (Qtr 2), Oct 30 (Qtr 3), Jan 30 (Qtr 4) Proactively analyze all expenses, premiums and services to reduce & eliminate Company costs on a regular basis Section Two: Payments 1. Contractor will clock in & out each day using Companys time clock system. 2. Contractor will summarize their billing by preparing an invoice to Company every month 3. Contractor will bill at (hourly/flat rate) of________. 4. Contractor will not bill Company unless all the above items are completed each month. Section Three: Relationship of the Parties The parties intend that an Independent Contractor - Company relationship will be created by this contract and that said Contractor is not to be considered an employee of the Company for any purpose. The employees of the Contractor or Contractor are not entitled to any of the benefits that Company provides for Companys employees. It is understood that Company does not agree to use Contractor exclusively. It is further understood that Contractor is free to contract for other

companies or pursue any other business interests while under contact with the Company. The Independent Contractor hereby acknowledges that he or she is accountable for Independent Contractors own federal, state, and self employment income taxes and all liability and medical insurances and will not hold Company responsible for these or for any of the following including unemployment compensation, workers compensation, social security payments or for any other taxes or penalties associated with any failure on Contractors part to file any declarations or pay any monies due to any tax or licensing authority. The Independent Contractor acknowledges that he or she is to sign the attached W-9 certificate, acknowledging their independent contractor status, prior to issuance of any monies. The Contractor, as a separate business, is expected to conform and be solely responsible for all federal, state, and local licensing and reporting requirements. Contractor acknowledges that they are responsible for their own training and instruction. There are no required work schedules, sequences, written quotas, or production or sales reports. Contractor is responsible for all tools and supplies necessary to fulfill their contractual responsibilities. Company assumes no liability for payments pursuant to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, or income tax withholding at source, in connection with the performance of the Contractors Services under the terms of this Agreement. (b) The Contractor agrees to hold harmless and indemnify Company and its agents, servants, and employees from and against all claims and causes of action for injury or death to persons or damage to property arising out of or in any way connected with this Agreement, and from and against the payment of all penalties, fines, liens, and sums of money including attorneys fees which Company becomes obligated to pay arising out of or in connection with the Contractors performance or failure to perform under this Agreement.. (c) Company shall not be liable to the Contractor for any special indirect, incidental, consequential or punitive damages, including without limitation, lost or imputed profits, lost savings, loss of goodwill or legal expenses, resulting from any cause whatsoever, whether liability is asserted in contract, tort or otherwise (including negligence and strict product liability), and regardless of the form of legal action, even if the party has advised or has been advised of the possibility of any such loss or damage. (d) It is agreed that any breach or anticipated or threatened breach of any of the Contractor's covenants contained in Sections 6 ,7 and 8 will result in irreparable harm and continuing damages to Company and its business and that Company remedy at law for any such breach or anticipated or threatened breach will be inadequate and, accordingly, in addition to any and all other remedies that may be available to Company at law or in equity in such event, any court of competent subject matter jurisdiction may issue a decree of specific performance or issue a temporary and permanent injunction, without the necessity of Company posting bond or furnishing other security and without proving special damages or irreparable injury, enjoining and restricting the breach, or threatened breach, of any such covenant, including, but not limited to, any injunction restraining the Contractor from disclosing, in whole or part, any confidential information. The Contractor acknowledges the truthfulness of all factual statements in this Agreement and agrees that he is estopped from and will not make any factual statement in any proceeding that is contrary to this Agreement or any part thereof. The Contractor further agrees to pay all of Company costs and expenses, including reasonable attorneys' and accountants' fees, incurred in enforcing such covenants. Section Four: Liability The work performed under this contract will be performed entirely at the Contractors risk. While Company assumes responsibility for its actions; the Contractor agrees to accept complete responsibility for any and all liability or loss arising in any way out of their performance of their responsibilities under this contract. These liabilities shall include but are not limited to purchases of tools and supplies as well as other business costs. Section Five: Duration This contract does not guarantee hire for any period of time and can be terminated with or without cause. The first 30 days of hire is a trial period, where either party can terminate hire at any time with or without cause. After the 30 day trial period, either party can cancel this contract at any time with or without cause on 30 days written notice so long as all: 1. Balances are paid for tasks completed 2. Proprietary materials are returned to their respective owners. 3. Existing contractual agreements/responsibilities are substantially resolved. If Company feels that Contractor is not performing their duties as per agreement and/or Companys expectations, Company can cancel this contract immediately without notice. Monies owed will be paid for work performed. Section Six: Professional Standards

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Contractor is expected at all times to show professionalism in the manner in which all aspects of the work performed. The Contractor is expected to provide these services on a timely convenient manner conducive to customers satisfaction. The Contractor is expected to maintain their finished work product and appearance in a manner, which will be in accordance with professional standards and as agreed. Contractor also agrees to perform services in accordance with professional standards and practices of the industry and all applicable federal and state laws. Both parties hereby agree that the above information is accurate and truthful, and that a mutual understanding has been reached regarding the rules of Company and Contractor. This contract is to be followed and interpreted under the rules of the State of New York. If any part of this contract is declared null or void, the remaining parts will remain in full force and effect. Contracts should then be signed and fully executed listing the name, address, titles and date signed by all parties concerned. Section Seven: Confidentiality (a) The Contractor acknowledges that as a material term of this Agreement it is required to maintain the confidentiality of all information and documentation belonging to Company and to protect its release to the public. The Contractor agrees not to divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained or which was disclosed to the Contractor by Company. In furtherance of this obligation, the Contractor shall protect and safeguard all confidential information of Company in accordance with such regulations and procedures as Company may establish from time to time and, in the absence of specific regulations and procedures, protect and safeguard confidential information to the same extent and in the same manner as Company policy respecting other Company information. (b) The obligation to protect the confidentiality of Company confidential information will survive the termination of this Agreement and will continue indefinitely from the date of termination of this Agreement. (c) The Contractor may disclose any of Company confidential information: 1. to a third party where Company has consented in writing to such disclosure; and 2. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. However, the Contractor will first have given prompt notice to Company of any possible or prospective order (or proceeding pursuant to which any order may result), and Company will have been afforded a reasonable opportunity to prevent or limit any disclosure. (d) The Contractor agrees to return all documents, papers, memoranda and other matters of Company which in any way relate to confidential information upon termination of this Agreement Section Eight: Non-Solicitation The Contractor agrees that any attempt on the part of the Contractor to induce others to leave Companys employ, or any effort by the Contractor to interfere with Company relationship with its employees, customers, vendors or other Contractors would be harmful and damaging to Company. The Contractor agrees that during the term of this Agreement and for a period of three (3) years after the end of the term, the Contractor will not in any way, directly or indirectly: a. induce or attempt to induce any employee or other Contractor of Company to quit employment or retainer with Company; b. otherwise interfere with or disrupt Company relationship with its employees, customers, vendors or other Contractors; c. discuss employment opportunities or provide information about competitive employment to any of Company employees or other Contractors; or d. solicit, entice, or hire away any employee or other Contractor of Company. Section Nine: Assignment This Agreement is a personal services agreement, being entered into by Company, in reliance upon and in consideration of the personal skill and qualifications of the Contractor. The Contractor will not voluntarily or by operation of law assign or otherwise transfer the obligations incurred pursuant to the terms of this Agreement without the prior written consent of Company. Section Ten: Companyification of Agreement

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Any amendment or Companyification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party. Section Eleven: Time of the Essence Time will be of the essence of this Agreement and of every part hereof. No extension or variation of this Agreement will operate as a waiver of this provision. Section Twelve: Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior agreements, representations, negotiations, and undertakings are superseded hereby. Section Thirteen: Severability In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Section Fourteen: Governing Law Except to the extent governed by appropriate federal law, this Agreement shall be interpreted, construed and governed by the laws of the State of New York without regard to its conflict of law principles. The Contractor hereby consents to the jurisdiction of such courts. The Contractor agrees and consents to submit to personal jurisdiction in the State of New York in any state court of competent subject matter jurisdiction situated in Kings County, New York or any federal court of competent subject matter jurisdiction situated in Kings County, New York. The Contractor further agrees that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of this Agreement shall be in a state court or competent subject matter jurisdiction situated in Kings County, New York or any federal court of competent subject matter jurisdiction situated in Kings County, New York. In addition, the Contractor waives any right to assert that any action instituted by Company in any such courts is in the improper venue or should be transferred to a more convenient forum. Section Fifteen: Force Majeure Company shall not be responsible for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control including, but not limited to, acts of God, fires, floods, wars, civil disturbances, sabotage, accidents, labor disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), governmental actions or transportation delays. IN WITNESS WHEREOF the parties have duly executed this Service Agreement this ____ day of ______, 2012. Company Name: ______________________________ Signature: __ Date: Contractor Name: ______________________________ Signature: __ Date:

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