INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made on this day: Friday date: 3/17/2017, between The Source, Inc.
("Company") and Vang Thao("Contractor"). In consideration of the mutual promises of the
parties, Company and Contractor agree as follows:

1. CONTRACTOR AND COMPANY RELATIONSHIP. Contractor understands and

acknowledges that this Agreement merely grants Contractor access to Client
opportunities (SEE Section 2.) that Company determines might be of interest to
Contractor; but it does not create any contractual obligations for either party until such
time as Company offers a Client opportunity to Contractor, and Contractor accepts the
offer. During periods of time during which Contractor is not working on a Client
opportunity obtained hereunder, this Agreement reverts to an inactive status, during
which time neither party has any continuing duty or obligation to the other except for
any outstanding duty or obligation attributable to a Client opportunity that Contractor
previously accepted.
2. CLIENT OPPORTUNITIES. The Client opportunities that Company will offer hereunder
are extended on a per project basis to conduct independent evaluations based on Client
designation.
a. The Scope of Work: time, manner and description of an evaluation as well as any
deliverables is determined by the Client, not the Company.
b. Clients commonly request a deliverable for each engagement consisting of
Contractor’s findings based on the evaluation.
c. Payment qualification is based on the completion of a Client project including, but
not limited to, all project deliverables meet the Client’s acceptance criteria and are
submitted within the Client’s specified time frames. Deliverables that are submitted
via the Internet are treated as on time by Client if submitted within 12 hours of the
completion of the project or by 12­midnight (whichever is shorter) unless the Client
specifies a different timeframe.
3. CENTERS OF MEDICARE AND MEDICAID SERVICES OPPORTUNITIES. Should Contractor
accept an opportunity involving auditing of health plan practices in support of Centers
of Medicare and Medicaid Services (CMS) guidelines, Contractor agrees to the following:
a. Contractor agrees to comply with all applicable Medicare laws, regulations and
CMS instructions;
b. Contractor agrees to comply with all State in which work is conducted as well as
Federal confidentiality requirements, including the requirements established by
the Medicare Advantage (MA) organization and the MA program;
c. Contractor agrees to grant Department of Health & Human Services (DHHS), the
Comptroller General, or their designees the right to inspect any pertinent
information related to the contract during the contract term, for up to 10 years
from the final date of this Agreement;
d. Contractor understands the scope of work as data collection services based on a
specific pre-defined list of criteria designated by the MA organization. Company
utilizes this data to provide Client with feedback on performance against pre-
defined criteria;
e. Contractor understands that the MA organization retains the right to approve,
suspend, or terminate this contract.
4. METHODS AND MEANS OF PERFORMING SERVICES. Contractor hereby acknowledges
and understands that he or she is an independent contractor under this Agreement.
There is no employee/employer relationship established between Contractor and
Company. As an independent contractor, Contractor shall determine the method, details
and means, in accordance of client requirements, of completing a Client project that
Contractor accepts, including, without limitation, determining the hours that Contractor
shall devote to the project. Contractor has the sole discretion to choose the time and
place to prepare the deliverable that a Client requires, provided that Contractor submits
the deliverable on time. Contractor represents that Contractor is familiar with the
processes and procedures for conducting evaluations independently.
5. CONFIDENTIAL INFORMATION. Contractor hereby acknowledges and understands that
any information received by Contractor hereunder from Company or a Client shall be
considered confidential regardless of medium, including, but not limited to, proprietary,
technical, operating, financial, cost, know­how, reports or any other information, and
will be treated as confidential by Contractor and shall not be provided, discussed or
disclosed to any other person, firm or organization, without the prior written consent of
Company. Contractor agrees to take reasonable precautions to avoid disclosure of
confidential information. Contractor hereby acknowledges and understands that any
breach of confidentiality will cause injury to Company and to its Clients. The provisions
of this Section shall survive the termination of this Agreement
6. HIRING, SUPERVISING AND PAYING ASSISTANTS. Contractor may, at Contractor's own
expense, employ such workers, agents, and other assistants as Contractor deems
necessary to perform the services and complete the Client projects that Contractor
accepts. Company shall not control, direct or supervise Contractor's workers, assistants
or employees regarding the performance of Contractor's obligations hereunder.
Contractor shall insure that all of Contractor’s workers, assistants and employees shall
comply with any requirements that pertain to the Client project, including all terms of
this agreement. Contractor will also insure Company is made aware of any use of
workers, agents, or other assistants when performing Client projects.
7. TERMINATION OF AGREEMENT. Either party may terminate this Agreement at any time,
subject only to each party remaining obligated to complete any outstanding open
items/tasks that pertain to a Client project that Contractor accepted prior to termination.
The parties shall deal with each other in good faith after any notice of intent to
terminate this Agreement has been given by either party
8. TERM OF AGREEMENT. This Agreement shall begin on the date stated in the opening
paragraph of this Agreement and shall continue in force for twelve months. After that
date, this Agreement shall continue for successive twelve-month periods, subject to such
periods of time during which this Agreement becomes inactive, but may be canceled by
either party in accordance with the preceding paragraph.
9. CONTRACTOR'S RIGHT TO PAYMENT. Contractor acknowledges and agrees that
Company is not authorized to disburse a Client’s payment for a completed project until
Company receives all project deliverables that pertain to the project. Company will
comply with IRS Form 1099 reporting duties with respect to the Client payments that it
disburses. With regard to Client conditional and required purchases that are
reimbursable, Company will disburse the Client’s reimbursement of the same dollar
amount based on a published schedule available in the IC Resource Guide on
Contractor’s website. Contractor submission of itemized services rendered including
receipts of purchases made. Copies of receipts of purchases for reimbursement is
required.
 Any requests for payment, verification and/or questions concerning project payments
made must be received in writing within 30 days after the project date. Contractor bears
the risk of nonpayment due to deliverable being unaccepted by a Client with respect to a
Client project that Contractor accepts hereunder.
10. NO BENEFITS. Contractor is not eligible for, shall not participate in, and shall neither
claim nor accept any benefits from, any employee pension, health, or other pension or
fringe benefit plan, of Company.
11. EQUIPMENT, TOOLS, MATERIALS, SUPPLIES. Contractor shall be solely responsible for
obtaining any and all equipment, tools, materials, and supplies that Contractor needs to
complete a Client project that Contractor accepts hereunder at Contractor’s own
expense.
12. WORK PREMISES. Contractor shall provide and maintain his or her own work premises.
Contractor shall not be required to visit or attend any meetings at Company's place of
business.
13. REALIZATION OF PROFIT OR LOSS. Contractor understands that Contractor is an
independent business. Contractor shall be solely responsible for managing Contractor's
business affairs. Company shall not be liable to Contractor in any way for Contractor's
failure to generate a profit on this Agreement.
14. NONEXCLUSIVE RELATIONSHIP. Contractor understands that Contractor is an
independent business. Contractor shall be solely responsible for managing Contractor's
business affairs. Company shall not be liable to Contractor in any way for Contractor's
failure to generate a profit on this Agreement.
15. FEDERAL, STATE, LOCAL, SOCIAL SECURITY, WORKERS COMPENSATION. Contractor
understands that Contractor is solely responsible for complying with all local, state and
federal laws, ordinances and regulations (hereafter referred to collectively as "laws")
applicable to Contractor's work. Company shall not withhold from and shall have no
liability for taxes for which Contractor may be liable. Contractor shall not be treated as
an employee with respect to the services performed hereunder for Federal, state, local
or social security taxes, or workers compensation.
16. HONEST, ETHICAL CONDUCT. Contractor agrees that all work performed and
deliverables submitted will be accurate, honest and ethical. Contractor agrees to
guarantee that each deliverable submitted reports findings of an evaluation that was
actually completed by Contractor and not generated under false pretense.
17. INSURANCE. Contractor will, at all times during this Agreement, maintain insurance,
through a reputable insurer company licensed to do business in the state in which
Contractor is performing work under this Agreement, that will provide insurance
coverage for any claims, demands or lawsuits arising out of the Contractor’s
performance, or nonperformance, of Client projects obtained under this Agreement,
including comprehensive general liability insurance, public liability insurance, property
damage insurance and automobile insurance.
18. INDEMNITY. Contractor will indemnify and hold Company, Company’s directors,
officers, employees and agents harmless from and against all suits, proceedings at law
or in equity, claims, liabilities, costs, project payments and expenses (including
reasonable attorneys’ fees) arising out of or in connection with (i) Contractor’s breach of
this Agreement, or (ii) any claim for damages to property or injuries to persons caused
by or resulting from the negligence and/or willful misconduct of Contractor, or
Contractor’s agents or representatives.
19. AGREEMENT TO ARBITRATE DISPUTES.
a. Subject to Section I of this Paragraph 19, any and all disputes, controversies, or
claims arising out of or relating to: (i) this Agreement, including challenges to the
scope, interpretation and enforceability of this Paragraph 19; (ii) my provision of
services under this Agreement; and (iii) any other dispute, controversy or claim
between me and Company, shall be resolved exclusively and finally through
binding arbitration, and not by a court or a jury. This Agreement to Arbitrate
Disputes excludes any claims that, by law, may not be subject to pre-dispute
arbitration agreement.
b. Who Is Bound to Arbitrate: For purposes of this Paragraph 19 Agreement to
Arbitrate Disputes, the term “Company” includes not only the The Source, Inc. but
also its officers, directors, agents, parents, subsidiaries, successors, assigns, and
employees, to the extent such persons are named as co-defendants with the
Company or an affiliated entity that employs them, if applicable. The term
“Contractor” or “me” includes me, my heirs, successors, and assigns.
c. Federal Arbitration Act: Regardless of any other choice of law provision in this
Agreement, Contractor and Company agree that this Agreement represents a
transaction involving interstate commerce, and that the Federal Arbitration Act,
Title 9 of the United States Code, covers the interpretation and enforcement of this
Paragraph 19 Agreement to Arbitrate Disputes and proceedings brought pursuant
to it.
d. Commencing Arbitration: A party may commence an arbitration proceeding by
serving a demand for arbitration on the other party by overnight delivery or First-
Class certified U.S. Mail, postage prepaid, to the last known address of the other
party. The arbitration shall be held in the state where Contractor provided services.
All claims shall be decided by a single, neutral arbitrator jointly chosen by the
parties. If for any reason the parties cannot agree on an arbitrator, either party
may apply to a court of competent jurisdiction in the location were the arbitration
will be conducted for appointment of a neutral arbitrator. A court-appointed
arbitrator shall act under this Agreement with the same force and effect as if
selected by the parties.
e. Arbitration Proceedings: Each party shall have the right to take discovery, bring
dispositive motions, call witnesses and present evidence as necessary to put
forward its claims and/or defenses. Any decision rendered in such arbitration
proceeding shall be final and binding on Contractor and Company, and judgment
may be entered thereon in any court of competent jurisdiction.
f. Costs and Fess: In all cases where required by law, Company shall pay the
arbitrator’s and arbitration fees. If under applicable law the Company is not
required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be
apportioned between the parties in accordance with applicable law. Each party
shall pay the fees of its own attorneys. However, the arbitrator shall have the
power to award attorney’s fees and costs in accordance with applicable law.
g. Class Action Waiver: Neither Contractor nor Company shall be entitled to join or
consolidate claims in arbitration by or against other individuals or entities, or
arbitrate any claim as a representative, class member, or in a class-wide or private
attorney general capacity.
h. Confidentiality: Contractor and Company agree that any arbitration hereunder and
any documents prepared in connection with any arbitration shall be confidential,
and unless otherwise required by law, the existence, content, or result of any
 arbitration shall not be disclosed to any third party without the prior written
consent of both parties.
i. Severability: If any provision or section within this Agreement to Arbitrate
Disputes -- other than the Class Action Waiver clause in Section G -- is found to be
illegal or unenforceable, that clause will be severed, and the remainder of the
Agreement to Arbitrate Disputes will be given full force and effect. If the Class
Action Waiver clause is found to be illegal or unenforceable, however, the entire
Agreement to Arbitrate Disputes shall be unenforceable and the dispute shall be
decided by a court of competent jurisdiction. Notwithstanding any other provision
contained in this Agreement, any claim that all or part of the Class Action Waiver is
unenforceable, unconscionable, void, or voidable shall be decided only by a court
of competent jurisdiction and not by an arbitrator.
j. Opting-Out: Contractor may opt-out of this Paragraph 19 Agreement to Arbitrate
Disputes by submitting the attached Opt-out Notification to the Company at 4891
Pacific Hwy, Suite 200, San Diego, CA 92110ATTN:The Source, Inc. within 30 days
from the date of Contractor’s execution of this Agreement.

Contractor’s decision to opt-out will have no adverse effect on his/her relationship

with the Company.

If Contractor does not opt out of this Agreement to Arbitrate Disputes within 30
days from the date of execution of this Agreement, then Contractor accepts the
terms of this Agreement to Arbitrate Disputes and they will be legally binding.

Contractor has the right to consult with an attorney of his/her choosing concerning
this Agreement and the Agreement to Arbitrate Disputes.

BY SIGNING THIS AGREEMENT, BOTH COMPANY AND CONTRACTOR KNOWINGLY

AND EXPRESSLY WAIVE ANY RIGHTS TO LITIGATE CLAIMS IN A COURT, BEFORE A
JURY, AND ON A CLASS-ACTION BASIS, AND TO APPEAL ANY FINDINGS OF THE
ARBITRATOR EXCEPT AS MAY BE VACATED UNDER THE FEDERAL ARBITRATION
ACT.
20. ATTORNEYS’ FEES. If any part to this Agreement shall bring any action, suit,
counterclaim, appeal, arbitration, or mediation for any relief against the other,
declaratory or otherwise, to enforce the terms hereof or to declare rights hereunder
(collectively, an Action), the losing party shall pay to the prevailing party a reasonable
sum for attorneys’ fees and costs (at the prevailing party’s attorneys’ then–prevailing
rates as increased from time to time by such counsel) incurred in bringing and
prosecuting such Action and/or enforcing any judgment, order, ruling, or award
(collectively, a Decision) granted therein, all of which shall be deemed to have accrued
on the commencement of such Action and shall be paid whether or not such Action is
prosecuted to a Decision. Any Decision entered in such Action shall contain a specific
provision providing for the recovery of attorneys’ fees and the costs on the request of
either party. For the purposes of this paragraph, attorneys’ fees shall include, without
limitation, fees incurred in the following: (1) post-judgment motions and collection
actions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party
examinations; (4) discovery; (5) bankruptcy litigation; and (6) probate proceedings
and/or litigation. "Prevailing Party" within the meaning of this paragraph includes,
without limitation, a party who agrees to dismiss an Action on the other party’s payment
 of the sums allegedly due or performance of the covenants allegedly breached, or the
party who obtains substantially the relief sought by it.
21. HEADINGS. The paragraph headings in this Agreement: (a) are included only for
convenience, (b) do not in any manner modify or limit any of the provisions of this
Agreement, and (c) may not be used in the interpretation of this Agreement.
22. INTERPRETATION. Wherever the context of this Agreement requires, all words used in
the singular shall be construed to have been used in the plural, and vice versa, and the
use of any gender specific pronoun shall include in other appropriate gender. The term
"person" shall refer to any individual, corporation or legal entity having standing to
bring an action in its own name under applicable state law. The conjunctive "or" shall
mean "and/or" unless otherwise required by the context in which the conjunctive "or" is
used. The parties agree they have jointly drafted all provisions of this Agreement. The
provisions of this Agreement shall be interpreted in a reasonable manner to effect the
purposes of the parties and this Agreement
23. PARTIAL INVALIDITY. Each provision of this Agreement is valid and enforceable to the
fullest extent permitted by law. If any provision of this Agreement (or the application of
such provision to any person or circumstances) is or becomes invalid or unenforceable,
the remainder of this Agreement, and the application of such provisions to persons or
circumstances other than those as to which it is held invalid or unenforceable, are not
affected by such invalidity or unenforceability.
24. WAIVER. Any waiver of a default or provision under this Agreement must be in writing,
signed and agreed to by Company’s President. No such waiver constitutes a waiver of
any other default or provision concerning the same or any other provision of this
Agreement. No delay or omission by a party in the exercise of any of its rights or
remedies constitutes a waiver or (or otherwise impairs) such right or remedy. A consent
to or approval of an act does not waive or render unnecessary the consent to or
approval of any other subsequent act.
25. TERMS, NUMBER AND GENDER. As used in this instrument, the masculine, feminine, or
neuter gender, and the singular or plural number shall each be allowed to include the
others whenever the contest so indicates or requires.
26. WARRANTY. Contractor represents and warrants that Contractor possesses the requisite
skill, experience and ability to perform a Client project that Contractor accepts under
this Agreement, and that the services shall be performed in a good and professional
matter, and in accordance with industry standards. Contractor acknowledges that the
Client is relying on the Contractor’s skill for the performance of this Agreement, and
agrees to notify Company whenever Contractor determines that Contractor accepted a
Client project which Contractor does not have the necessary skill and experience to fully
perform. Contractor warrants that Contractor has the right to enter into this Agreement
and that performance of any services hereunder shall not cause Contractor to be in a
breach of any other agreement entered into by Contactor. Contractor also hereby
confirms that he or she is not an owner, operator, or employee or agent acting on behalf
of or in the interests of any other mystery shopping or marketing services company.
27. SEVERABILITY. . If any provision of this Agreement is determined to be invalid, then
such provision shall be deemed automatically adjusted to the minimum extent
necessary to conform to the requirements for validity as declared at such time, and so
adjusted, shall be deemed a provision of this Agreement as though originally included
herein. In the event that the provision invalidated is of such a nature that it cannot be so
adjusted, the provision shall be deemed deleted from this Agreement as though such
 provision had never been included herein. In either case, the remaining provisions of
this Agreement shall be interpreted so as to best effect the original intent of the parties.
28. COUNTERPARTS. Either the originals or copies, including electronic transmissions
and/or facsimile transmissions of this Agreement, may be executed as counterparts, and
by whatever medium Company designates, each of which shall be an original as against
any party whose signature appears on this Agreement and all of which together shall
constitute one and the same instrument.
29. NO AUTHORITY TO BIND. Nothing in this Agreement shall deem to create, either express
or implied, the power in either party to bind the other. Neither party shall be bound by
the actions of the other, be liable for the debts of the other, or have a right to share in
the profits of the other. This Agreement is not intended to be a joint venture,
partnership, or other formal business organization, and neither party is under any
obligation to enter into any further agreement with the other party.
30. NOTICES. Each notice and other communication required or permitted to be given
under this Agreement ("Notice") must be in writing, unless otherwise indicated in this
Agreement. Notice is duly given to another party upon: (a) hand delivery to the other
party, (b) receipt by the other party when sent by facsimile (confirmed by e­mail) to the
addresses and number for such party set forth below (provided, however, that the
Notice is not effective unless a duplicate copy of the facsimile Notice is promptly given
by one of the other methods permitted under this paragraph), (c) three business days
after the Notice has been deposited with the postal service as first class certified mail,
return receipt requested, postage prepaid, and addressed to the party as set forth below,
or (d) the next business day after the Notice has been deposited with a reputable
overnight delivery service, postage prepaid, addressed to the party as set forth below
with next­business­day delivery guaranteed, provided that the sending party receives a
confirmation of delivery from the delivery­service­provider. Each party shall make a
reasonable, good faith effort to ensure that it will accept or receive Notices to it that are
given in accordance with this paragraph. A party may change its address for purposes of
this paragraph by giving the other party written notice of a new address in the manner
set forth above. Notices shall be addressed to:
To: Mr. Rodney Moll, President
The Source, Inc.
4891 Pacific Highway, Suite 200
San Diego, California 92110
FAX: (619) 718-7490

To: Contractor, at the address indicated below.

31. ENTIRE AGREEMENT. This is the entire Agreement of the parties. Each party to this
Agreement acknowledges that no representation, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not included herein, and that no other agreement,
statement, or promise not contained in this Agreement or referred to herein shall be
valid or binding.

The parties hereto agree to the terms of this Agreement effective as the day and year first
written above:

Contractor: Vang Thao Field Agent ID: 237538

Company: The Source, Inc.
E-Mail Address: Sluggz.vangy@outlook.com

Street Address: Mail Address:

2453 s woodrow 2453 s woodrow
Fresno, CA 93725 Fresno, CA 93725

Home Phone: (559) 492-0216

Work Phone:
Mobile Phone: (559) 691-2484

OPTIONAL: Opt-Out Notification

Name:
Address:

I hereby elect to Opt–out of and not be bound by the Agreement to Arbitrate Disputes
contained in paragraph 19 of the INDEPENDENT CONTRACTOR AGREEMENT.

Signature: Date:

To be effective, this Opt-Out Notification must be sent to The Source, Inc. at 4891 Pacific Hwy,
Suite 200, San Diego, CA 92110 ATTN: The Source, Inc. within 30 days from the date of
Contractor’s execution of the INDEPENDENT CONTRACTOR AGREEMENT.