btm-ic-agreement

Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made effective as of [Commencement Date] ("Effective Date"), by and between:

BUILD then MARKET, LLC, a New Jersey limited liability company with its principal place of business at 1 Richmond St, #2011, New Brunswick, NJ 08901 ("Company"),

and

_______________________, an individual residing at [Contractor Address] ("Contractor").

Position Title: _______________________________ Reports to: _______________________________

BACKGROUND

WHEREAS, the Company is engaged in the software engineering, digital marketing, search engine optimization (SEO), mobile application development, e-commerce, and UX design;

WHEREAS, the Company desires to employ Contractor in the position noted above, and Contractor desires to accept such engagement, under the terms and conditions set forth herein;

WHEREAS, the Parties acknowledge that Contractor will have access to the Company's valuable Confidential Information and Trade Secrets; and

WHEREAS, the Parties desire to set forth the terms of Contractor's engagement and to protect the Company's legitimate business interests.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties agree as follows:

ARTICLE 1: ENGAGEMENT AND SERVICES

1.1. Position and Duties. Contractor shall serve in the position noted above and shall perform specific duties customary to such position and such other related duties as may be assigned by the Company. Contractor shall devote their time, energy, and skill to the performance of their duties for the Company.

1.2. Term. This Agreement shall commence on the Effective Date set forth in the Preamble (the “Commencement Date”) and shall continue in full force and effect until 11:59 PM Eastern Time on May 31, 2026 (the “Expiration Date”), unless terminated earlier as provided in Section 6.2 below.

1.3. Independent Contractor Status. Contractor is, and at all times shall be, an Independent Contractor and not an employee, joint venturer, partner, or agent of the Company. Contractor operates an independent business providing similar services to multiple clients. The Contractor controls how, when, and where work is performed, uses their own tools and methods, and is free to work for other clients at the same time.

1.4. Primary Work Location. the Company shall not provide a dedicated workspace and Contractor retains the discretion to perform services remotely. The Contractor understands and agrees that they may be requested, from time to time, to travel to other locations, including client sites, as necessary to perform their job duties.

1.5. Performance Review. Company shall, from time to time, at its discretion review project milestones and deliverables of Contractor's engagement to measure performance.

1.6. HR Records. The Contractor will keep the Company informed of their current postal address, telephone number, and email address.

1.7. No Authority to Bind Company. The Contractor has no authority to enter into agreements, contracts, or commitments on behalf of the Company unless explicitly authorized in writing by the Company.

1.8. Non-Exclusivity. This Agreement is non-exclusive. The Contractor may provide services to other parties provided such services do not conflict with the Contractor's obligations under this Agreement.

ARTICLE 2: COMPENSATION

No Base Salary. the Company is not obligated to pay the Contractor a base salary or hourly wages. Contractor's compensation shall be solely in the form of commissions as set forth in this Article 2.

Compensation is Inclusive. The compensation paid to the Contractor under this Agreement is inclusive of all costs and expenses incurred by the Contractor in performing the services and includes any and all compensation for overtime, holidays, or other payments to which an employee may be entitled.

2.1. Compensation Structure. As an emerging lean tech startup, our strategy is to be self-funded. Our venture's financial approach is to align compensation with business growth and performance. Contractor will earn a 20% commission on qualified revenue until the next growth phase. Compensation will be paid as residual commissions until revenue milestones are achieved, with performance tracked via KPIs such as cash flow, individual performance, break-even analysis, net profit, and operating expenses.

2.2. Commission Schedule.

Residual Commission = Achieved Revenue × Commission Rate

Performance Goal (Qualified Monthly Recurring Revenue)	Commission Rate
$7,500 / mo	20%

Example Calculation:

If the Contractor successfully generates $8,200 in qualified monthly recurring revenue (gross sales) from managed accounts, the Residual Commission for that month is calculated as: $8,200 × 20% = $1,640.00

2.3. Definitions and Eligibility.

Term	Definition
Qualified Monthly Recurring Revenue	The monthly revenue from the Contractor's actively managed accounts where: (i) payment has been collected by Company, (ii) account meets 40% Gross Margin requirement, (iii) account is in good standing, and (iv) excludes one-time fees.
Final Sale Definition	A "Final Sale" occurs only when the client contract is signed by both parties and the Company has received the client's first payment without subsequent refund. Residual commission payments shall begin the month following the Final Sale.
Residual Commission Termination	the Contractor's claim to residual commission on an account ends immediately upon the client's termination of services, the Company's formal reassignment of the account to another manager, or the Contractor's termination of this agreement.
Margin Floor and Eligibility	The Company will only pay commission on accounts that are financially profitable to the Company. Any sale or service contract where the projected Gross Margin is below 40% for the initial six (6) months is automatically declared non-commissionable by the Company. The Contractor will be notified immediately if an account is deemed non-commissionable.

2.4. Client Management Obligations.

Ongoing Account Stewardship: The Residual Commission is compensation for the Contractor's active client stewardship and retention efforts. Duties include serving as the primary client contact for billing inquiries, triaging minor support questions to the correct team, and performing quarterly client check-ins to secure renewals and client satisfaction.

Payment Oversight: The Contractor must assist in collection efforts for accounts under their management that become past due. This assistance is limited to formal notification and follow-up communication as directed by the Company's accounting policy.

2.5. Adjustments and Clawbacks. Commission is paid only on revenue actually collected and retained by the Company.

• Canceled Sales and Refunds: If a client cancels their contract, receives a refund, or is given a credit for any reason, the commission paid on that amount will be deducted from the Contractor's next payment.
• Non-Payment: If a client fails to make a required payment (non-payment), the Contractor's commission on that unpaid amount will be suspended until the payment is fully collected by the Company.
• Clawback on Early Loss: If an account terminates due to non-payment or client default within the first 90 days of the Final Sale, the Contractor must repay 100% of all commission received on that specific account. The Company will deduct this amount from the Contractor's next invoice or final payment."

2.6. Bonus Eligibility. The Contractor may be eligible to participate in a discretionary bonus program, as established and modified by the Company from time to time. Any bonus payment is not guaranteed and is contingent upon the Contractor’s performance and the Company’s achievement of its financial goals.

2.7. Finality of Compensation.

A. Cessation of All Rights: The Contractor acknowledges and agrees that all compensation, including, but not limited to, fees, commissions, and expense reimbursements, shall cease and terminate completely on the effective date of termination or the automatic Expiration Date, whichever occurs first.

B. No Residual or Tail Commissions: Notwithstanding any provision to the contrary, the Contractor shall have no right to any commission, residual compensation, severance, or other payment related to services performed, renewed, or extended for any client account after the termination or Expiration Date, even if the Contractor was the procuring cause of the original client engagement.

C. Final Accounting: The Company's sole financial obligation to the Contractor shall be the payment of undisputed fees and commissions for services properly completed and accepted by the Company up to the effective date of termination or expiration.

D. Subsequent Management: The Contractor acknowledges that any revenue generated from client accounts subsequent to the termination or Expiration Date shall be entirely attributable to the ongoing management, delivery, and efforts of the Company and its subsequently assigned personnel, and the Contractor shall have no financial claim to such revenue.

2.8. No Eligibility for Benefits. The Contractor shall not be eligible to participate in any employee benefit plans, programs, policies, or fringe benefits maintained or offered by the Company to its employees, including, without limitation, health insurance, paid time off, disability, life insurance, retirement plans (such as 401(k) plans), stock options, or sick leave.

2.9. Tax Responsibility. The Contractor is solely responsible for all federal, state, and local income taxes, withholding taxes, Social Security, Medicare, unemployment insurance, and any other employment taxes related to the fees paid under this Agreement. The Company shall report payments made to the Contractor on Form 1099 as required by law.

2.10. Payment Terms. (a) Payment Trigger: Commission payments shall be triggered upon the occurrence of a "Final Sale" as defined in Section 2.3. (b) Payment Timeline: The Company shall pay the Contractor's commissions within fifteen (15) business days after the end of the calendar month in which the Final Sale occurred. (c) Ongoing Commissions: For residual commissions on recurring accounts, payment shall be made within fifteen (15) business days after the end of each calendar month in which the Company received client payments.

2.11. Renegotiation. Upon the Contractor achieving $10,000 in qualified monthly recurring revenue for three (3) consecutive months, either party may initiate good faith renegotiation of the compensation terms set forth in this Article 2.

ARTICLE 3: EXPENSES, EQUIPMENT

3.1. Responsibility for Expenses and Tools. The Contractor shall provide, at its own expense, all equipment, facilities, materials, and resources required to perform the Services, and shall be solely responsible for all associated business expenses, including but not limited to operating costs, travel, insurance, licensing fees, and taxes. The Company is not obligated to reimburse any expenses unless otherwise agreed in a signed, written amendment.

3.2. No Reimbursement Obligation. The Company shall have no obligation to reimburse the Contractor for any expenses incurred. The Contractor's agreed-upon fees are inclusive of all such costs.

3.3. Equipment Use and Security. (a) The Contractor shall not share Company-provided hardware with unauthorized persons. (b) The Contractor shall not install unauthorized software or bypass security measures. (c) The Contractor shall not access sensitive information without authorization. (d) The Contractor must comply with all Company security policies and procedures.

ARTICLE 4. WORK ARRANGEMENTS AND AUTONOMY

4.1. Work Autonomy. The Contractor retains the sole and exclusive right to control the manner and means by which the services are performed, including the hours and days worked, provided that the Contractor adheres to the project milestones and delivery dates outlined in the relevant project plans.

4.2. Schedule and Location Freedom. The Company shall impose no fixed schedule or location requirements for the performance of the services. The Contractor is free to work at any time and any location, including concurrently working for other clients, so long as performance meets the specifications of this Agreement.

4.3. Academic Accommodations. Recognizing that the Contractor is a student, the Company will make reasonable accommodations for academic commitments including exams and project deadlines. The Contractor shall provide reasonable notice of significant academic conflicts.

4.4. Team Collaboration. The Contractor shall make reasonable efforts to be available for essential team meetings and client communications, with advance scheduling whenever possible.

4.5. No Paid Time Off. As an Independent Contractor, the Contractor shall not accrue, nor be eligible for, any form of paid time off (PTO), vacation time, sick leave, or holiday pay from the Company.

4.6. Outside Work Equipment. The Contractor shall not use other employers' equipment or networks for Company work. All Company work shall be performed using the Contractor's own equipment and networks.

ARTICLE 5: CONFIDENTIALITY

5.1. Definition of Confidential Information. "Confidential Information" means all non-public information, in any form (written, oral, electronic, or observational), disclosed to you or developed by you during your engagement that is related to the Company's business. This includes, but is not limited to:

• Business Information: Business plans, financial information, marketing plans, sales quotes, strategies, pricing, internal costs, and unpublished financial reports, projections, operations.
• Customer & Partner Data: All information concerning the Company's actual or prospective clients, vendors, and partners (e.g., names, contact details, requirements, transaction histories).
• Scientific / Technical Information: Software code (including source and object code for the "Can You FLow" mobile app and all related projects), algorithms, designs, inventions, formulas, processes, procedures, research, technical data, and know-how.
• Proprietary Materials: Any notes, summaries, reports, or other materials you create that are based on or incorporate Confidential Information.

Information is not considered "Confidential Information" if you can prove it: (a) was rightfully known to you without restriction before its disclosure by the Company; (b) becomes publicly known through no fault of your own; (c) is lawfully received from a third party without a duty of confidentiality; or (d) was independently developed by you without any use of the Company's Confidential Information.

5.2. Categories of Confidential Information. You acknowledge that Confidential Information includes both (i) general business information that is sensitive but may lose its confidential character over time, and (ii) Trade Secrets, which are a special category of information that the Company makes reasonable efforts to keep secret and which derive independent economic value from not being generally known. Examples of potential Trade Secrets include, but are not limited to, the source code for the "Can You FLow" app, unique algorithms, proprietary manufacturing processes, and highly confidential customer lists with specialized information.

5.3. Your Confidentiality Obligations. During and after your engagement, you agree to:

(a) Hold all Confidential Information in strict confidence. (b) Use Confidential Information only for performing your job duties for the Company. (c) Not disclose Confidential Information to any third party without the Company's prior written consent. (d) Take all reasonable security precautions to prevent unauthorized access, use, or disclosure. (e) Immediately notify the Company of any actual or suspected unauthorized disclosure.

5.4. Return of Company Materials & Certification. Upon termination of engagement or at any time upon the Company's request, you must immediately:

(a) Return all Company property and all documents/media containing Confidential Information (in any form). (b) Permanently delete and purge all electronic copies of Confidential Information from any personal devices or cloud storage. (c) Provide the Company with a signed, written certification that you have fully complied with this section.

5.5. Care of Company Property. You agree to exercise a high degree of care and responsibility with all company-issued equipment. You must immediately report any loss, damage, or theft to your supervisor. The Company may seek recovery from you for the cost of repair or replacement only if the damage or loss is the result of your gross negligence or willful misconduct. Such recovery will not be made via automatic wage deduction but through a separate agreement or civil action.

5.6. Duration of Confidentiality Obligations. Your obligations under this Section 2 shall survive the termination of your engagement. The duration of your non-disclosure and non-use obligations depends on the nature of the information:

(a) Trade Secrets. With respect to information that qualifies as a "trade secret" under the New Jersey Uniform Trade Secrets Act ("NJUTSA") or other applicable law, your obligation to not disclose or use such information shall continue for as long as the information remains a trade secret.

(b) Other Confidential Information. With respect to all other Confidential Information that does not constitute a trade secret, your obligation to not disclose or use such information shall continue for a period of three (3) years after the termination of your engagement.

(c) Freedom to Use General Knowledge and Skills. This Agreement does not restrict you from using the general knowledge, skills, and experience you have developed during your engagement, provided that such use does not involve the disclosure or use of the Company's Trade Secrets or other Confidential Information as defined herein. You are free to use your professionally developed abilities to further your career after termination.

(d) Notification of New Employer. If you accept a position with a new employer that is, or may be, competitive with the Company, you agree to notify the Company of your new role. The Company may, at its discretion, provide a copy of this Agreement to your new employer to inform them of your ongoing obligations.

5.7. Remedies for Breach. The Contractor acknowledges that a breach of this Article 4 would cause the Company irreparable harm for which monetary damages would be inadequate remedy. Therefore, the Company shall be entitled to immediate injunctive relief to prevent such breach or continued breach, without the necessity of proving actual damages or posting any bond or other security. The Company's right to seek injunctive relief is in addition to all other remedies available at law or in equity. The Company shall be entitled to recover all costs and fees incurred in seeking any such relief, including reasonable attorneys' fees.

5.8. Compelled Disclosure. If the Contractor is required by law, regulation, or court order to disclose any Confidential Information, the Contractor will provide the Company with prompt written notice of such requirement immediately upon becoming aware of it, to the extent legally permitted. This will allow the Company to seek a protective order or other appropriate remedy. The Contractor will cooperate with the Company in such efforts. The Contractor may then furnish only that portion of the Confidential Information that is legally required to be disclosed and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

5.9. Notice of Breach. The Contractor shall immediately notify the Company upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and will cooperate with the Company's efforts to regain possession of the Confidential Information and prevent its further unauthorized use.

5.10. Email Usage. Company-provided email facilities shall be used exclusively for Company business. The Contractor acknowledges the Company's right to monitor email communications for compliance purposes.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1. Assignment of IP. You hereby assign to the Company all right, title, and interest in any and all inventions, discoveries, concepts, works of authorship, software, code, and any other intellectual property (collectively, "Assigned IP") that you solely or jointly conceive, develop, or reduce to practice during your engagement that: (i) relate to the Company's actual or anticipated business, research, or development; (ii) result from any work you perform for the Company; or (iii) are conceived, developed, or reduced to practice using the Company's equipment, supplies, facilities, time, or Confidential Information. (b) Duty to Disclose. You have a continuing duty to promptly disclose in writing to the Company all Assigned IP. (c) Works Made for Hire. All original works of authorship created within the scope of your engagement are deemed "works made for hire." To the extent any work does not qualify as such, you hereby assign it to the Company as Assigned IP.

6.2. Pre-Existing IP. You have listed any pre-existing IP you wish to exclude from this agreement in Schedule A. If no schedule is attached, you represent there is none. You will not incorporate any pre-existing IP into any Company product or service without the Company's prior written consent.

6.3. Further Assurances & Appointment for IP Filings. The Contractor agrees to promptly execute and deliver to the Company, both during and after engagement, any and all documents, declarations, and assignments the Company deems necessary to secure, perfect, patent, register, or enforce its rights in the Assigned IP in any jurisdiction worldwide.

In the event the Contractor fails or is unable to execute any such document within ten (10) business days of a written request, Contractor hereby irrevocably appoints the Company and its duly authorized officers and agents as Contractor's agent and attorney-in-fact to act for and on Contractor's behalf solely to execute, verify, and file any such document and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Contractor.

This power of attorney is limited strictly to actions related to the Assigned IP defined in Section 4.3 and is coupled with an interest in that Assigned IP.

ARTICLE 7: RESTRICTIVE COVENANTS

7.1. Non-Solicitation of Clients. During your engagement and for a period of twelve (12) months after the termination of your engagement for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity:

a. Solicit, divert, or attempt to solicit or divert any business from any Client; or b. Encourage or induce any Client to stop or reduce their business with the Company.

7.2. Non-Solicitation of Personnel. During your engagement and for a period of twelve (12) months after the termination of your engagement for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, recruit, or hire (or attempt to solicit, recruit, or hire) any employee or independent contractor of the Company to leave their engagement with the Company.

7.3. Definitions.

a. "Client" means any person or entity: (i) who was a client or customer of the Company at any time during the last twelve (12) months of your engagement; and (ii) with whom you had material interaction or about whom you learned Confidential Information. b. "Solicit" includes, but is not limited to, initiating contact, responding to contacts, accepting business, or providing competitive products or services.

7.4. Reasonableness of Restrictions. You agree that the restrictions in this section are fair, reasonable, and necessary to protect the Company’s legitimate business interests, including its client relationships, trade secrets, and stable workforce. If a court finds any part of this section too broad, the court is authorized to modify it to the maximum extent permitted by law.

7.5. Non-Disparagement. The parties agree that during your engagement and thereafter, they will not make, publish, or communicate to any person or entity any false, defamatory, or disparaging remarks, comments, or statements concerning the other party, including but not limited to the Company's business, its services, its management, or its employees. This prohibition includes statements made orally, in writing, or electronically (e.g., on social media or review websites).

7.7. CONFLICT OF INTEREST

7.7.1. Duty of Loyalty. During your engagement, you owe a duty of loyalty to the Company and must act at all times in the Company's best interests. You must avoid any activity, investment, association, or interest that does, or could, conflict with your duties to the Company or impair your ability to perform your work objectively and effectively.

7.7.2. Prohibited Activities. Without prior written consent from the Company's Owner, you shall not, during your engagement: (a) Engage in any employment, consulting, or business activity that is competitive with the Company's business; (b) Assist any person or entity that is competitive with or preparing to compete with the Company; (c) Solicit, encourage, or induce any Company client, prospect, vendor, or employee to cease or reduce their business or employment with the Company for any reason other than for the benefit of the Company; (d) Acquire any financial interest (including stock, options, or any other ownership interest) in any entity that is competitive with the Company, other than a passive investment of less than 1% of the outstanding shares of a publicly-traded company; (e) Use the Company's property, information, or your position for personal gain or to benefit a third party; or (f) Accept any gift, favor, or payment from any client, vendor, or competitor that might influence, or appear to influence, your business decisions on behalf of the Company.

7.7.3. Disclosure Requirement. You have a continuing duty to promptly and fully disclose to the Company's Owner in writing any actual, potential, or apparent conflict of interest, including any circumstance, relationship, or interest that could reasonably be expected to give rise to a conflict.

7.7.4. Certification. You agree to complete an annual Conflict of Interest disclosure certification in a form provided by the Company.

7.7.5. Remedies. A violation of this Article shall be deemed "Cause" for immediate termination under Article 6.1. The Company's rights and remedies for a breach of this Article are cumulative and in addition to any other rights and remedies available at law or in equity.

7.8 Contractor Conduct

7.8.1 General Compliance with Company Policies. The Contractor agrees to comply with the Company policies, including, but not limited to, policies related to confidentiality, security, social media conduct, and the use of company property. Failure to comply with these policies may result in termination of engagement.

7.8.2. Social Media and Public Relations

1. Professional Conduct. Contractor shall exercise professional judgment and maintain a respectful tone in all communications, whether on personal or company-related social media accounts, that may be associated with the Company. Contractor must not engage in any activity that could damage the Company’s brand, reputation, or business interests.

2. Confidentiality and Proprietary Information. Contractor is prohibited from disclosing confidential, proprietary, or non-public information about the Company, its clients, or its business operations on any public or private platform, including social media. This includes, but is not limited to, financial data, business strategies, product development, and client lists.

3. Use of Personal Accounts. When posting content related to the Company on personal social media accounts, Contractor must use a clear disclaimer, such as “The opinions expressed here are my own and do not necessarily reflect the views of the Company,” especially when discussing company-related matters.

4. Authorized Spokespersons. Only designated individuals are authorized to act as spokespersons for the Company. Contractor must not speak to the media or make public statements on behalf of the Company unless they have received explicit, written authorization from management. All media inquiries must be directed to [Name/Department, e.g., the Marketing Department or Owner].

5. Prohibited Content. Contractor is prohibited from posting content that is defamatory, harassing, discriminatory, or infringes on the intellectual property rights of others. This includes any content that violates applicable laws or company policies.

7.8.3. Appropriate Use of Company Assets (including Logos and Branding)

1. Company Assets. All Company assets, including but not limited to, logos, trademarks, branding, copyrights, and other intellectual property ("Company Assets"), are the exclusive property of the Company.

2. Prohibited Use. Contractor is expressly prohibited from using Company Assets for personal, non-business-related purposes without the prior written consent of the Company. This includes the use of Company logos or trademarks on personal websites, social media profiles, merchandise, or other materials.

3. Authorized Use. Contractors may only use Company Assets as part of their official duties and in strict accordance with the Company’s branding and style guidelines, which may be provided separately. Any use of Company Assets not expressly authorized by this agreement or by Company policy is strictly prohibited.

4. Preservation of Rights. The Contractor acknowledges that this agreement does not transfer any ownership rights to the Company Assets. The Contractor agrees to immediately cease and desist from all use of Company Assets upon the termination of your engagement or as otherwise directed by the Company.

ARTICLE 8: TERMINATION

8.2 Automatic Expiration. This Agreement shall automatically expire on the Expiration Date, and no further notice shall be required by either Party to effect such expiration.

8.3. Termination for Cause. The Company may terminate Contractor's engagement immediately for "Cause," which shall include, but not be limited to: (a) gross negligence or willful misconduct in the performance of duties; (b) material breach of this Agreement or any Company policy; (c) commission of any act of fraud, embezzlement, or dishonesty; (d) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; or (e) unauthorized use or disclosure of the Company’s Confidential Information.

8.4. Resignation. Contractor agrees to provide the Company with at least [e.g., two (2) weeks] written notice of resignation.

8.5. Effect of Termination. Upon termination of engagement for any reason, Contractor shall be entitled only to: (i) any undisputed fees for services properly performed through the termination date, and (ii) any unreimbursed business expenses incurred prior to termination and submitted in accordance with Company policy. All other Company obligations for compensation and benefits shall cease as of the termination date. The Contractor agrees to promptly participate in an exit interview and execute all documents reasonably required to effectuate the termination.

8.6. Post-Termination Obligations. Contractor's obligations under Articles 3 and 4 of this Agreement shall survive the termination of Contractor's engagement for any reason.

8.7. Termination for Business Reasons. The Company may terminate Contractor's engagement at any time, without Cause, for reasons including but not limited to: (a) the discontinuance or substantial curtailment of the Company's business or a department thereof; (b) the insolvency or bankruptcy of the Company; (c) a significant downturn in business or loss of funding; or (d) a Force Majeure event that prevents the performance of this Agreement for a period of more than thirty (30) days. "Force Majeure" includes acts of God, war, terrorism, pandemic, government regulations, or other causes beyond the Company's reasonable control.

8.8. Effect of Termination Without Cause. In the event of a termination pursuant to Section 6.5, the Contractor's sole entitlement shall be to (i) any unpaid Base Salary accrued through the termination date, and (ii) any unreimbursed business expenses. The Company shall have no further liability or obligation to the Contractor under this Agreement.

8.9. Probation Period. The first ninety (90) days of engagement shall constitute a probationary period during which either party may terminate this Agreement without cause upon written notice.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) They are under no contractual or other obligation that would prevent them from entering into this Agreement or performing their duties for the Company; (b) Their execution of this Agreement and performance of duties will not violate any agreement with, or rights of, any former employer or other third party; and (c) They will not bring to the Company or use any confidential information, trade secrets, or property of any former employer.

ARTICLE 10: GENERAL PROVISIONS

10.1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior oral or written agreements, discussions, and understandings.

10.2. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

10.3. Assignment

The Company may assign this Agreement to any successor or assign. Contractor may not assign this Agreement.

10.4. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) Personal delivery to the party, (b) Sending by certified or registered mail, return receipt requested, to the address last specified by the party in writing, (c) Sending by a recognized overnight courier service, or (d) Sending by email to the email addresses set forth below (or such other email address as a party may specify by written notice). Notice by email shall be deemed given on the date of transmission if sent during normal business hours, otherwise on the next business day.

To the Company: contact@buildthenmarket.com To the Contractor: [Contractor's Email Address]

10.5. Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or the right to enforce it later.

10.6. Survival

Articles 3, 4, 5.4, 6, and 7 shall survive the termination of this Agreement and Contractor's engagement.

10.7. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflict of laws principles. Any legal action arising from this Agreement shall be brought exclusively in the courts of Middlesex County, New Jersey, or the federal courts for the District of New Jersey.

10.8. Review by Counsel

Contractor acknowledges that they have had the opportunity to review this Agreement with independent legal counsel of their choice and have either done so or voluntarily waived that right.

10.9. Amendment and Waiver.**

(a) No Oral Modification. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties. No manager, supervisor, or representative of the Company, other than the Owner, has the authority to agree to any amendment or waiver of this Agreement, and any such amendment or waiver must be in writing and signed by the Owner to be effective. (b) No Course of Conduct. No course of conduct or failure or delay in enforcing any provision of this Agreement shall be construed as a waiver of that provision or any other provision.

10.10. Remedies Cumulative; Prevailing Party Fees

(a) All rights and remedies provided in this Agreement are cumulative and not exclusive. The pursuit of any right or remedy shall not preclude the pursuit of any other right or remedy. (b) In the event of any litigation or other proceeding to enforce or interpret any provision of this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the other party.

10.11. Indemnification

Contractor agrees to indemnify, defend, and hold harmless the Company and its affiliates from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by Contractor.

10.12. Authorization for Use of Image, Voice, and Likeness

By execution of this Agreement, the Contractor irrevocably grants to the "Company, its successors, assigns, and clients, perpetual, worldwide, and royalty-free permission to utilize the Contractor's image, voice, and likeness (collectively, "Media") in photographs, video recordings, audio recordings, or any other medium taken in connection with work-related activities, including, but not limited to, planning meetings, internal discussions, team-building events, and general office activities.

The Company shall have the right to use, reproduce, modify, display, and distribute such Media, in whole or in part, for the purposes of advertising, marketing, public relations, and internal or external communications, including publication on the Company's official website, company social media channels (e.g., LinkedIn, X, etc.), marketing materials, and client presentations.

The Contractor releases the Company from any claim or liability arising from the use of the Media, including claims for invasion of privacy or defamation, and understands that the Contractor will receive no compensation for such use beyond their regular salary and benefits.

The Contractor acknowledges that this grant of permission is a material part of their agreement with the Company.

10.13. No Warranty

All Confidential Information is provided by the Company 'AS IS' and without any warranty, express, implied, or otherwise, regarding its accuracy, completeness, or performance.

ARTICLE 11: Arbitration

• Initial Dispute Resolution. The parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties shall attempt to resolve it through mediation, administered by JAMS under its mediation rules.

• Binding Arbitration. If the dispute is not settled by mediation within thirty (30) days of the initial request for mediation, the dispute shall be submitted to final and binding arbitration administered by JAMS in accordance with its Rules.

• Location & Enforcement. The arbitration shall take place in Middlesex County, New Jersey, and judgment upon the award may be entered in any court having jurisdiction thereof, including the Superior Court of New Jersey, Law Division, Middlesex County.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Agreement as of the Effective Date.

BUILD then MARKET, LLC

By: _________________________ Name: [Authorized Signatory Name] Title: Owner / Manager Date: _________________________

TEAM MEMBER

Signature: _________________________ Printed Name: _________________________ Date: _________________________

SCHEDULE A: EXCLUDED INTELLECTUAL PROPERTY

(Attach a list of any pre-existing IP Independent Contractor wishes to exclude, or state "None")

Contractor Signature: Date: