Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is entered into by and
between Kelly Marketing Services, Inc. dba Personnel Profiles New Home Mystery
Shops ("Company") and the undersigned Contractor ("Contractor").
1. Independent Contractor Status
Contractor explicitly acknowledges and agrees that their relationship with the
Company is that of an independent contractor and not an employee, partner, or
agent. Contractor is solely responsible for providing and maintaining all
equipment, vehicles, and supplies necessary to perform the services. Contractor
retains absolute responsibility for the payment of all federal, state, and local
taxes, worker's compensation insurance, social security, commercial general
liability insurance, and automobile insurance required by applicable state laws.
2. Standard of Performance and Payment Terms
Contractor agrees to perform all contracted services in strict compliance with the
Company’s Shopper Guidelines and professional industry standards. The
Company reserves the absolute right to reject services or withhold payment, in
whole or in part, for any work that is late, incomplete, failing to conform to
Shopper Guidelines, or falling below basic professional standards. Conditioned
upon the receipt of fully completed paperwork, deliverables, and accurate billing,
Company shall issue payment to Contractor within thirty (30) days of receipt.
3. Indemnification and Hold Harmless
Contractor agrees to defend, indemnify, and hold harmless Company, its officers,
directors, employees, and its third-party Clients from and against any and all
claims, demands, liabilities, damages, losses, penalties, costs, and expenses
(including reasonable attorney's fees) arising out of, or resulting from,
Contractor's performance of services, negligence, or breach of this Agreement.
4. Confidentiality and Proprietary Information
Contractor acknowledges that all forms, metrics, checklists, written or recorded
interviews, evaluations, software, client lists, and materials provided by the
Company are the sole proprietary property and trade secrets of the Company.
Contractor shall maintain strict confidentiality and shall not disclose, replicate, or
use any proprietary information for any purpose outside this Agreement without
prior express written consent from the Company. Contractor is expressly
prohibited from using Company materials, policies, or training procedures in any
competitive commercial practice.
5. Non-Exclusivity
This Agreement is non-exclusive. Contractor is encouraged to accept similar
contract assignments from other entities. Contractor is under no obligation to

disclose third-party assignments to the Company, and the Company will not
disclose Contractor’s assignments to third parties.
6. Compliance with Laws
Contractor shall perform all services in compliance with all applicable local, state,
and federal laws, including the spirit and letter of the Fair Housing Act (Equal
Housing laws). Company evaluates its clients' personnel objectively without regard
to race, creed, color, religion, sex, familial status, national origin, or disability.