December 18, 2023

IDOL, LLC

INDEPENDENT CONTRACTOR AGREEMENT

Signers: Sereyutdam Song, Anna Spears (IDOL, LLC)

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement hereinafter referred to as "Agreement", dated 12/18/2024, is by and between

IDOL, LLC ("IDOL"), and Sereyutdam Song ("Contractor").

December 19, 2023 (Sereyutdam Song)

IDOL is in the business of, among other things, providing consulting services in the areas of employee training and

talent development, and desires to hire Contractor to assist in its endeavors. Therefore, in consideration of their

mutual commitments, the parties agree as follows:

DUTIES OF CONTRACTOR. IDOL agrees to hire Contractor to provide instructional design support services. Contractor

shall, using reasonable care and skill, use its best efforts to perform the services through the methods and in the time

period jointly set by IDOL and Contractor.

COMPENSATION TO CONTRACTOR.

Compensation. IDOL shall pay to Contractor $7 per hour (for a maximum of 20 hours per week) for the services

performed. Contractor shall invoice IDOL on the 1st and 15th of each month as long as this Agreement is in effect. This

price includes all revisions requested by IDOL and IDOL’s clients.

Reimbursable Expenses. IDOL shall reimburse Contractor for reasonable and necessary documented expenses, in

accordance with IDOL’s Reimbursable Expenses Policy (as periodically amended), by the Contractor in connection with

the performance of services pursuant to this Agreement.

Treatment of Compensation and Expenses. Compensation or reimbursable expenses paid to Contractor by IDOL shall

not constitute wages and shall not be subject to the withholding or payment of any taxes by IDOL. Contractor shall pay

any and all taxes imposed upon Contractor for the payments it receives from IDOL. All amounts paid shall be reported

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by Contractor as ordinary income for federal, state and local income tax purposes, and shall be treated by IDOL for tax

purposes as an ordinary and necessary business expense. In addition, Contractor shall be solely responsible for the

payment of any and all federal, state or local taxes in respect of compensation to its employees.

Benefits. Contractor is not an employee of IDOL; and Contractor shall not be entitled to any benefits provided by IDOL

to its employees.

CONFIDENTIALITY.

a.Contractor will not disclose or use at any time any Confidential Information (as defined below), whether or not such

information is developed by Contractor, except to the extent that such disclosure or use is required in the performance

or exercise by Contractor in good faith of (i) Contractor’s duties, (ii) rights as an independent contractor of the IDOL or

its subsidiaries or affiliates, or (iii) rights under any agreement with the IDOL or its subsidiaries or affiliates.

b.Contractor will deliver to the IDOL at the termination of this Agreement, or deliver or destroy at any time as the IDOL

requests, all memoranda, notes, plans, records, reports, computer files and software and other documents and data

(and copies thereof) that are Confidential Information or Work Product (as defined below) or information relating to the

business of the IDOL or its subsidiaries or affiliates which Contractor then possesses or has under Contractor’s control.

c.As used in this Agreement, the term “Confidential Information” means information that is not generally known or

available to the public and that is used, developed or obtained by or is otherwise related to the IDOL or its subsidiaries

or affiliates or their businesses, including but not limited to (i) information, observations and data concerning the

business or affairs of the IDOL,its subsidiaries, affiliates and customers, (ii) products or services, (iii) fees, costs and

pricing structures, (iv) analyses, (v) computer software, including operating systems, applications and program listings,

(vi) databases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and

processes, whether patentable or unpatentable and whether or not reduced to practice, except those which are the

sole creation of contractor, (ix) names of customers and clients and customer or client lists, (x) other copyrightable

works except those that are the sole creation of contractor, (xi) processes, technology and trade secrets, and (xii)

similar and related information in whatever form.

d.Contractor understands and hereby acknowledges that the IDOL and its subsidiaries and affiliates have invested, and

continue to invest, substantial time, money and specialized knowledge into developing resources, creating a customer

base, generating customer and potential customer lists, training its employees, and improving its offerings in their

respective industries. Contractor understands and hereby acknowledges that as a result of these efforts, the IDOL and

its subsidiaries and affiliates have created, and continue to use and create Confidential Information. This Confidential

Information provides the IDOL and its subsidiaries and affiliates with a competitive advantage over others in the

marketplace.

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e.Contractor hereby agrees and covenants that Contractor will not at any time make, publish or communicate to any

person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning

the IDOL or its subsidiaries, affiliates or investors, or any of their respective businesses, employees, officers, Presidents

or directors. Both parties hereby acknowledge that this Section 3 does not, in any way, restrict or impede Contractor

from exercising protected rights to the extent that such rights cannot be waived by agreement.

f.Notwithstanding any provision of this Agreement to the contrary, Contractor will have no liability to the IDOL:

i.for disclosure of Confidential Information if the Confidential Information has prior to such disclosure become publicly

known other than as a result of any breach of confidentiality (including by Contractor of this Section 3); or

ii.for disclosure of Confidential Information or the making of statements in violation of Section 3 if Contractor are

compelled to disclose such Confidential Information or make such statements by law, court order, or similar

compulsion; provided that such disclosure or statements will be limited to the extent and only in the instances

Contractor is so compelled and, subject to the requirements of law, Contractor will give the IDOL prior written notice of

Contractor’s intent to so disclose such Confidential Information or make any such statements and will cooperate with

the IDOL in seeking confidentiality protections or resisting such compulsion as requested by the IDOL.

4.NON-COMPETE; NON-SOLICITATION. Contractor acknowledge that the covenants and agreements set forth in this

Section 4 were a material inducement to the IDOL to enter into this Agreement and to perform its obligations

hereunder and that the IDOL would not have the benefit of its bargain set forth in this Agreement as specifically

negotiated by the parties if Contractor breached the provisions of this Section 4. Contractor agrees that all restrictions

contained in this Section 4 are reasonable and valid and all defenses to the strict enforcement of this Section 4 are

hereby waived.

a.Contractor acknowledges that, in the course of Contractor’s independent contractor with the IDOL and/or its

subsidiaries or affiliates, Contractor will become familiar with the IDOL’s and its subsidiaries’ and affiliates’ trade secrets

and with other Confidential Information, that Contractor’s services will be of special, unique and extraordinary value to

the IDOL and its subsidiaries and affiliates and that the restrictions in this Section 4 are necessary to protect the

legitimate business interests of the IDOL and its subsidiaries. Therefore, Contractor agrees that during the Restricted

Period (as defined herein), Contractor will not directly or indirectly through another person or entity, contact or solicit

clients or customers of IDOL and its subsidiaries or affiliates within the United States and Canada and any other

geographic area in which the IDOL or any of its subsidiaries conducts business from time to time or has plans (and has

expended resources in furtherance of such plans) to conduct business which is substantially similar to that conducted

by IDOL; provided, however that this restriction shall apply only to those clients and customers with which IDOL has

either conducted business with or on behalf of, or with which IDOL has had material discussions regarding potential

business, during the one-year period immediately preceding the date on which this Agreement terminates.

b.During the Restricted Period, other than in the proper performance of Contractor’s duties, Contractor will not directly

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or indirectly through another person or entity (i) engage, employ, solicit or contact with a view to the engagement or

independent contractor of any employee, officer, consultant or independent contractor of IDOL or its subsidiaries or

affiliates, (ii) in any way otherwise interfere with the relationship between the IDOL or its subsidiaries or affiliates, on

the one hand, and any such person described in sub-clause (i), on the other hand, or (iii) cause, induce or encourage, or

attempt to cause, induce or encourage, any current or former customer or prospective customer, supplier or other

business relation of the IDOL or its subsidiaries or affiliates to cease, or modify its manner of, doing business with the

IDOL or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer, supplier

or business relation, on the one hand, and the IDOL or its subsidiaries or affiliates, on the other hand, provided,

however that this restriction shall apply only to those clients and customers with which IDOL has either conducted

business with or on behalf of, or with which IDOL has had material discussions regarding potential business, during the

one-year period immediately preceding the date on which the Independent Contractor Term terminates.

c.For purposes of this Agreement, the “Restricted Period” means (i) the term of this Agreement and any period after the

term of this Agreement during which Contractor continues to be engaged by the IDOL or its subsidiaries or affiliates,

and (ii) the one-year period immediately following the latest of (A) the date on which this Agreement terminates, (B) the

date on which Contractor ceases to be engaged by the IDOL and its subsidiaries and affiliates and (C) if at any time

Contractor is in violation of this Section 4, the first day after the last date on which Contractor is so in violation.

d.Nothing in this Section 4 will prohibit Contractor from (i) being a passive owner of not more than 1% of the

outstanding stock of a publicly-traded corporation, so long as Contractor has no active participation in the business of

such corporation and Contractor is not entitled to any disproportionate economic interest in respect thereof, or (ii)

becoming an employee of the IDOL or any of its affiliates.

5.EXCLUSION OF WARRANTY AND DAMAGES; INDEMNIFICATION.

Damages Limitation. In no event shall either party be liable to the other party or any third party for indirect, special or

consequential damages in relation to this Agreement or any termination of this Agreement or in tort, including without

limitation damages for lost profits, prospective profits, anticipated expenditures, investments or commitments made

by Contractor in connection with this Agreement.

Contractor Disclaimer of Warranties. IDOL agrees Contractor has undertaken only to perform services as set forth

under this Agreement. IDOL acknowledges that due to the complexity of the services, they cannot be expected to be

perfect or error-free. Contractor services will be of a quality generally acceptable in the industry. Contractor makes no

other representations or warranties, express or implied, including without limitation to any warranty of fitness for a

particular purpose or merchantability.

IDOL Indemnification. Contractor shall indemnify, defend and hold IDOL harmless from any and all liabilities, losses,

obligations, expenses, costs, and reasonable attorneys’ fees incurred in connection with any lawsuit, proceeding or

action by any third party related to any acts or omissions of Contractor, its employees or representatives, in the course

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of providing services under this Agreement. IDOL shall have the right, but not the obligation, to assume the defense of

or separately to defend any such lawsuit, proceeding or action. IDOL and Contractor shall each give the other prompt

notice of any such claim, lawsuit, proceeding or action.

6.INVENTIONS.

a.Assignment. Contractor assigns to IDOL Contractor’s entire right, title and interest in and to any and all inventions

(including all proprietary rights) whether or not patentable or registrable under copyright or similar statutes, made or

conceived of or reduced to practice or learned by Contractor, either alone or jointly with others, during the term of this

Agreement as a result of performing services for IDOL (“Inventions”).

b.Work Made For Hire. Contractor agrees that all Inventions are the sole property of IDOL. Contractor acknowledges

that all original works of authorship which are made (solely or jointly with others) within the scope of this Agreement

and which are protectable by copyright are “Works Made For Hire” as defined in Section 101 of the U.S. Copyright Act.

Contractor agrees that IDOL is deemed the owner and author of Works Made For Hire. Contractor agrees that Works

Made For Hire and any other works made within the scope of this Agreement, shall be included in Contractor’s

assignment to IDOL as specified in this Agreement. Contractor understands that, to the extent this Agreement shall be

construed in accordance to the laws of a state which precludes assignment of certain classes of inventions made by a

consultant, this Section 6 shall be interpreted not to apply to any such invention deemed by a court and/or IDOL to fall

within such classes.

7.COMPLIANCE WITH LAWS AND POLICIES. Contractor agrees to follow the IDOL Principles of Business Conduct, which

are attached, and understands that any violation of it will result in the immediate termination of this Agreement.

8.TERM AND TERMINATION OF AGREEMENT.

a.Term. This Agreement shall be in effect until either party gives the other written notice of its intention to terminate

this Agreement. This Agreement shall upon acknowledged receipt of notice by the other party be immediately

terminated.

b.Effect of Termination. Upon termination of this Agreement, Contractor shall immediately return to IDOL all copies of

any Confidential Information in Contractor's possession and control and cease to use any Confidential Information.

Contractor shall be entitled to receive its compensation and expenses in accordance with services performed on or

before the date of termination and accepted by IDOL, subject to set-off for any damages arising from Contractor’s

breach of this Agreement.

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9.GENERAL.

a. Severability. If for any reason any provision of this Agreement is be deemed legally invalid or unenforceable, the

validity, legality, and enforceability of the remainder of this Agreement shall not be affected, and such provision shall be

deemed modified to the minimum extent necessary to make it consistent with applicable law.

b. Interpretation. The validity and interpretation of this Agreement shall be governed by the law of the State of

Maryland, excluding the application of any conflicts of law provisions. If, at the time of enforcement, a court holds that

the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the

maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated

period, scope or area.

c. Attorneys’ Fees. If any legal action or proceeding is brought to enforce this Agreement, the prevailing party shall be

entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, whether during

trial or an appeal, in addition to any other relief to which the prevailing party may be entitled.

Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject

matter contained in this Agreement and cancels and supersedes all prior Agreements, representations, statements,

understandings, customs and trade usage, if any, whether written or oral.

The parties have executed this Agreement as of the date first written above.

Contractor Name

Song Serey Utdam (Sereyutdam Song)

Contractor Title

Instructional Designer and E-Learning Developer (Sereyutdam Song)

Today's Date

December 19, 2023 (Sereyutdam Song)

IDOL

Dr. Robin Sargent

IDOL, LLC

I hereby acknowledge that I have read and understood the above conditions. (Sereyutdam Song)

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Electronic Signatures

Sereyutdam Song Anna Spears

(digital representation of the signature) (digital representation of the signature)

Sereyutdam Song Anna Spears

Email: utdamsong777@gmail.com IDOL, LLC

December 18, 2023 18:18 Email: anna@idolcourses.com

December 18, 2023 18:18

Audit trail

December 18, 2023 16:29

Contract is sent to Sereyutdam Song utdamsong777@gmail.com

December 18, 2023 18:11

Viewed by Sereyutdam Song

December 18, 2023 18:11

Email address verified Sereyutdam Song utdamsong777@gmail.com

December 18, 2023 18:18

Signed by Sereyutdam Song (IP: 203.95.198.60)

December 18, 2023 18:18

Signed by Anna Spears

December 18, 2023 18:18

Document finalized

ID: 8bbdfbed-b41d-44f3-8a3c-8f41b3638cb8

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