1. Independent Contractor Subject to the terms and condition of this Agreement

The company hereby engages the Contractor as an independent contractor to perform services set forth herein, and the contractor hereby accepts such engagement.

2. Duties, Term, and Compensation.

The Contractor’s duties, term of engagement compensation and provisions for payment thereof shall be set forth in time estimate previously provided to the Company by the Contractor and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.

3. Expenses.

During the term of this Agreement, the Contractor shall be responsible for (his/her) out-of-pocket expenses that are incurred in connection with the performance of the duties hereunder. This includes time spent by Contractor, traveling to and from company facilities, work locations and meetings.

4. Written Reports.

The Company may request that project plans, progress reports and a final results report be provided by contractor on a daily/weekly basis. A final results report shall be due at the conclusion of the project and shall be submitted to the Company in a confidential written repost at such time.

5. Confidentiality.

The Contractor acknowledges that during the engagement (he/she) will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts, and procedures. The Contractor agrees that (he/she) will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specification, information, letters, notes, media lists, original artwork/creative, notebook, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into (his/her) possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration of earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in (his/her) possession or under (his/her) control. The Contractor further agrees that (he/she) will not disclose (his/her) retention as an independent contractor of the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of (his/her) relationship to the Company and of the services hereunder.

6. Conflicts of Interest; Non-hire Provision.

The Contractor represents that (he/she) is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Contractor and a third party. Further, the Contractor, in rendering (his/her) duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which (he/she) does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of (his/her) productive time, energy and abilities to the performance of (his/her) duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave Company’s employment, any employee, consultant or contractor of the Company or hire any such employee, consultant or contractor who has left the Company’s employment or contractual engagement within two years of such employment or engagement.

7. Right to Injunction.

The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and die rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however shall not be construed to be a waiver of any other rights or remedies that the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any or of any right or remedy allowed by law.

8. Merger.

The merger or consolidation of the Company into or with any other entity shall not terminate this agreement.

9. Termination.

The Company may terminate this Agreement at any time by written notice to the Contractor. However, with the exception of Contractor’s violation of any of the provisions of items 5, 6, 7, the Company will continue to compensate Contractor residually for business produced by Contractor as long as client(s) continue to utilize the services. if the Contractor fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement that Company may terminate the engagement of the Contractor after prior written notice to the Contractor outlining specific reasons for said action. Contractor reserves the right to contest the action if it is not consistent with the facts.

10. Independent Contractor.

This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company any purpose. The Contractor is and will remain an independent contractor in (his/her) relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractors compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefit’s of any kind.

11. Insurance.

The Contractor will carry LIABILITY INSURSANCE (including malpractice insurance if warranted) relative to any service that (he/she) performs for the Company.

12. Choice of Law.

The laws of the State of Oregon shall govern validity of this Agreement the construction of its terms and interpretation of the rights and duties of the parties hereto.

13. Arbitration.

Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

14. Headings.

Section headings are not to be considered a part of this Agreement and not intended to be a full and accurate description of the contents hereof.

15. Assignment.

The Contractor shall not assign any of (his/her) rights under this Agreement, or delegate the performance of any of (his/her) duties hereunder, without the prior written consent of the Company.

16. Notices.

Any and all notices, demands, or other communication required or desired to be given hereunder by any shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the communication is to be given as follows: If to the Company uLynk.com 16055 SW Walker Rd Suite 191 Beaverton, OR 97006 Any party hereto may change its address for purposes of this paragraph by written notice given in the manner printed above.

17. Modification or Amendment.

No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

18. Entire Understanding.

This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representation are hereby terminated and canceled in their entirety and are of no further force and effect.

19. Unenforceability of Provisions.

If any provision of this agreement, or any portion thereof, is held to be invalid and unenforceable, than the remainder of this shall never the less remain in full force and effect.

SCHEDULE A

Duties, Term, and Compensation

Duties:

The Contractor will (Solicit uLynk.com advertising). (He/she) will report directly to Marques Alexander or any other party directed by Marques Alexander in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the Contractor.

Term:

This engagement shall commence upon execution of this Agreement and shall continue in full force and effect through (2020) or earlier upon completion of the Contractor’s duties under this Agreement. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.

Compensation:

The Contractor will be paid through (his/her) PayPal Account on or before the 15th of each month residually from setup fees, design fees and monthly service fees of accounts directly or indirectly obtained.

Commission Levels

Sales Affiliates are paid the following:

Setup fee Commission: One Hundred Dollars ($100) or 50% of the setup fee once per sale.
Design fee: Twenty five dollars ($25) for new design orders once per sale.
Monthly service fee : $15 or 30% of monthly service fees of $49.99 per active account.
First Generation overrides: 10% of monthly service fees generated by recruits.
Second Generation overrides: 5% of monthly service fees generated by recruit’s recruits.