Varsity Views Independent Contractor Services Agreement

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1 Varsity Views Independent Contractor Services Agreement This Independent Contractor Agreement (this Agreement ), which is a legal agreement between the individual or entity that accepts or otherwise agrees to this Agreement as described below ( Independent Contractor ) and Varsity Views, LLC, a Delaware limited liability company ( Company ), shall govern Independent Contractor s provision of Services (as defined below) to Company. By checking any acceptance boxes, clicking any acceptance buttons or simply by providing any Services to Company, Independent Contractor (a) accepts this Agreement and agrees to be bound by each of its terms, and (b) represents and warrants to Company that (i) Independent Contractor has the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against Independent Contractor, and (iii) to the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity. WHEREAS, Independent Contractor provides certain services as described herein and in any attachments hereto; and WHEREAS, Company and/or its affiliates wish to use Independent Contractor s services and Independent Contractor agrees to provide the services to Company and/or its affiliates in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the promises, conditions and covenants set forth herein, and in return for good and valuable consideration, the receipt and sufficiency of which are hereby specifically acknowledged, Company and Independent Contractor hereby agree as follows: 1. Definitions. The following terms, as used herein, shall be defined as follows: (a) (b) Event means the contest or occasion intended to be captured with photographs. Premises means the physical location at which the applicable Event takes place. 2. Services; Fees. (a) Services. Independent Contractor shall provide certain services to Company as an independent contractor, including but not limited to, photograph capturing and transmitting (the Services ). The Services shall be as described in each Addendum attached hereto which is executed by both parties (each, an "Addendum"), each of which, once executed, shall be deemed to be incorporated herein and form a part of this Agreement. The parties may, from time to time, modify the Services and/or any fees payable to Independent Contractor in connection with providing such Services only by executing written change orders or amendments to the applicable Addendum. The Company will provide Independent Contractor with information regarding the date and time when Services will be completed, including but not limited to, the name and location of the Premises. Independent Contractor will be responsible for closely following the Company s policies and procedures in completing the Services as directed by the Company from time to time, including using any technology tools and/or communicating with the Company while Services are being completed. The Company will pay Independent Contractor the fees set forth in the applicable Addendum, at the times specified in each such Addendum, upon successful completion of the applicable Services. The Company requires Independent Contractor to meet certain requirements in order to provide Services to the Company, which requirements are set forth in the applicable Addendum.

2 (b) Representations and Warranties. Independent Contractor hereby represents, warrants and covenants to Company that (i) all Services will be performed in a professional manner consistent with best industry practices, (ii) it will comply with all applicable laws and regulations in performing the Services hereunder, (iii) it will ensure that its employees and/or independent contractors act and dress appropriately at all times while Services are being performed (including, without limitation, while located on the Premises), and (iv) it has the background and skill set necessary to timely and adequately perform the Services. Independent Contractor agrees and acknowledges that time is of the essence under this Agreement, and as such, Independent Contractor shall ensure that it meets all Engagement (as defined in the Addendum) and other times provided by Company hereunder or within any Addendum. 3. Independent Contractor. Independent Contractor is not an employee of Company and will be solely responsible for payment of Independent Contractor's own taxes, Social Security and expenses, and will not be entitled to receive any benefits or insurance coverage from Company. Neither Party nor their employees are agents, employees or joint venturers of the other Party and neither Party shall have any authority to bind the other Party to any obligation by contract or otherwise. Independent Contractor shall defend and indemnify Company from and against any claims made by any governmental body or other third party to the effect that Independent Contractor is, or any of Independent Contractor's employees are, employed by Company or any of its affiliates. Company does not guarantee any minimum amount of Services or fees to Independent Contractor hereunder, and nothing herein shall be deemed to prevent, limit or restrict Company's option to allocate Services between and among its independent contractors and/or other service providers at its discretion. 4. Term; Termination. This Agreement shall remain in effect from the Effective Date through the date which is 12 months from the Effective Date (the "Initial Term"). Following the expiration of the Initial Term, this Agreement will automatically renew for successive 12-month periods (each, a "Renewal Term") unless either Party provides written notice of non-renewal to the other Party at least 30 days prior to the expiration of the Initial Term or any Renewal Term, such termination or non-renewal to become effective upon expiration of the then-current term. Notwithstanding the foregoing, (i) either Party shall be entitled to terminate this Agreement at any time in the event the other Party breaches its obligations hereunder and fails to cure such breach within 15 days from the date of receipt of notice of such breach, and (ii) Company shall be entitled, at its sole discretion, to terminate this Agreement at any time and for any reason upon 5 days' prior notice to Independent Contractor. Upon any termination of this Agreement, Independent Contractor shall no longer be entitled to perform any Services and/or receive any fees from Company, other than undisputed fees due and owing to Independent Contractor in connection with Services performed prior to the date of termination of this Agreement. 5. Return of Materials; Intellectual Property. (a) Upon expiration or termination of this Agreement for any reason or at Company s request from time to time, Independent Contractor shall promptly return or deliver to Company any and all materials of any kind provided to Independent Contractor by the Company for use in completing Services. (b) All trademarks, trade names, logos, copyrights, patents, software and/or other intellectual property owned by Company on the date hereof or created by Company following the date hereof will remain owned solely and in full by Company. Independent Contractor shall not make any use of Company's name, logo and/or any other intellectual property other than to the limited extent necessary to perform the Services, and in no event will Independent Contractor use Company's name or logo within any marketing, promotional and/or press release materials without Company's prior, written consent in each instance.

3 6. Confidential Information; Work Product. Independent Contractor recognizes that Company has acquired and will be developing certain techniques and terms, business plans, models and strategies, Event information, contact lists and information, referral sources, databases, web site information, software, marketing plans and analyses, sales techniques and strategies, financial information and projections, investor information, trade secrets, know-how, systems, methods and other information which Company regards as confidential (collectively, "Confidential Information"). Independent Contractor agrees that, upon termination of this Agreement for any reason, Independent Contractor will immediately deliver to Company all documentation, computer files or other items containing or relating to Confidential Information as well as any other matters which may involve the business of Company or any of its clients or customers, together with all copies thereof, irrespective of whether Independent Contractor created the same or was involved with the same and that Independent Contractor will neither copy nor take any such materials or items. Independent Contractor further agrees that Independent Contractor will not at any time, either while acting as an independent contractor to Company or after termination, for any reason, directly or indirectly, reveal Confidential Information to any other person, corporation or entity or otherwise use the Confidential Information for his, her or its own benefit or the benefit of any other person. Independent Contractor hereby acknowledges that Independent Contractor may become aware of confidential information of third parties with which the Company does business from time to time (including, without limitation, customers and clients), and Independent Contractor agrees to treat all such confidential information as Confidential Information hereunder. In addition to the foregoing, any and all work product created by Independent Contractor in the course of providing Services hereunder (including, without limitation, all photographs and/or other images captured by Independent Contractor), shall, immediately upon creation thereof, be deemed to constitute "work for hire" and hence shall be owned solely and exclusively by Company. To the extent any such work product does not constitute "work for hire" for any reason, Independent Contractor hereby assigns ownership over all such work product to Company. Company, as the sole and exclusive owner over all such work product (including, without limitation, photographs), shall be entitled to modify, edit, publish, license and/or otherwise commercially exploit all such work product in Company's sole discretion. 7. Indemnification; Limitation. Independent Contractor shall defend, indemnify and hold harmless Company, Company s subsidiaries, affiliates, and their respective officers, managers, directors, agents, employees, customers, and clients, from and against any and all claims, causes of actions or allegations for judgments, losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of: (a) the acts or omissions of Independent Contractor; (b) a breach of any warranty, representation or other provision of this Agreement by Independent Contractor; (c) any injury to or death caused Independent Contractor in performing Services hereunder; (d) any injury or damages incurred by Independent Contractor or Independent Contractor s employees, contractors or affiliates while Services are being performed; and/or (e) any damage to the equipment of Independent Contractor or Independent Contractor s employees, contractors or affiliates while Services are being performed. Company shall not, under any set of circumstances, be liable to Independent Contractor or any other party hereunder for (i) any injuries or other damages that occur while Independent Contractor is performing Services, (ii) any indirect, special or consequential damages arising out of this Agreement or the Services, or (iii) damages or liabilities in excess of the aggregate fees paid to Independent Contractor during the 3-month period preceding the date of the applicable claim. 8. Insurance; Conduct. Independent Contractor shall be solely responsible for any and all damages, accidents, liabilities, destruction of personal property, injuries and/or deaths caused by Independent Contractor and/or Independent Contractor s employees, contractors and affiliates during the performance of the Services, and as such, Independent Contractor, as set forth above in Section 7, shall defend and indemnify Company from and against any claims arising out of any of the foregoing. For avoidance of doubt, the Company does not provide any insurance coverage, including but not limited to workers compensation coverage, for Independent Contractor. Independent

4 Contractor shall abide by each Event organizer s rules, regulations and/or codes of conduct in performing Services hereunder while at any Premises. 9. Non-solicitation; Exclusivity. Independent Contractor agrees, during the term of this Agreement and for a period of 12 months following expiration or termination of this Agreement for any reason, to refrain from either directly or indirectly (i) soliciting any other independent contractor of the Company to provide services that are similar to any of the services offered by the Company and/or providing any such services to any customer of the Company outside the scope of this Agreement, or (ii) soliciting, hiring or engaging any employee or independent contractor of the Company or otherwise taking any action intended to cause any employee or independent contractor of the Company to terminate or reduce its, his or her employment and/or engagement with the Company. Company, in addition to any other remedies that may be available to it at law or at equity, shall be entitled to enforce this Section 9 by injunction. In addition to the foregoing, Independent Contractor shall not, at any time during the term of this Agreement, provide any services to or on behalf of any business or entity that is in competition with Company. 10. Background Checks. Company shall be entitled, either prior to the initiation of Services by Independent Contractor and/or at any time during the term of this Agreement, to either (i) require Independent Contractor and/or any of its employees or independent contractors to undergo a background check (which may include, without limitation, investigations into criminal history), in which case Independent Contractor shall be solely responsible for obtaining all consents from any such third party to ensure each such background check is carried out in compliance with applicable laws, and/or (ii) cause Independent Contractor to administer any such background check and provide the results thereof to Company. Independent Contractor shall, at Company's request, promptly remove any individual from performing Services hereunder. Independent Contractor shall not engage any subcontractors or other independent contractors to provide Services hereunder without Company's prior written consent in each instance, and Independent Contractor, in the event Company provides such written consent, shall be responsible for ensuring that each such independent contractor complies with all of the terms set forth herein. 11. Prior Agreements. Independent Contractor hereby confirms that Independent Contractor is not party to any oral or written agreements which would prohibit him, her or it from entering into this Agreement or performing the services described herein. Independent Contractor shall not use the trade secrets, intellectual property rights, copyrights, or other proprietary rights of any third party, except to the extent any such third party has granted to Independent Contractor a license or right to use any such rights or information in performing the services hereunder, in the performance of Independent Contractor s obligations under this Agreement. 12. Governing Law; Exclusive Venue. This Agreement shall be governed by the laws of the State of Illinois, without regard to its choice of law principles. The Parties hereby agree that ANY LEGAL ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE INSTITUTED ONLY IN A FEDERAL OR STATE COURT LOCATED IN COOK COUNTY, ILLINOIS AND EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS. Independent Contractor shall reimburse Company for all fees incurred by Company in enforcing this Agreement (including, without limitation, attorneys' fees). 13. Severability; Enforcement; No Waiver. If any provision of this Agreement shall be deemed invalid or unenforceable, in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable and, insofar as possible, consistent with the original intent of the Parties. The failure of a Party to require performance of any obligations of the other Party hereunder

5 shall not be deemed a waiver and shall not affect its right to enforce any provision of this Agreement at a subsequent time. 14. Headings. Titles and headings to sections in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. If an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement. 15. Counterparts. This Agreement entered into hereunder may be executed in one or more duplicate counterparts (including by facsimile and/or .pdf), each of which shall be deemed an original, but which collectively shall constitute one and the same instrument. 16. Amendment. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the Party to be bound thereby (which writing may be an electronic document accepted by both Parties online). 17. Entire Agreement. This Agreement (including all Addenda attached hereto) constitutes the entire understanding and agreement of the Parties, whether written or oral, and supersedes all prior and contemporaneous agreements or understandings between the Parties with respect to the subject matter hereof. 18. Assignment. Independent Contractor may not assign this Agreement or any of its rights without the prior written consent of Company (such consent to be granted or withheld at Company's sole discretion). Company shall be entitled to assign this Agreement, including without limitation in connection with a sale of Company's business to a third party.

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