THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this Agreement ) is made this day of, 20 (the Effective Date ), regardless of the date of execution, by and between Sierra Field Services, Inc., a Nevada corporation (the Company ) and, a(n) ( Contractor ). Recitals WHEREAS, the Company operates a business providing property inspection services of residential and commercial properties across the United States for insurance companies, banks, mortgage companies, and other lenders; and WHEREAS, Contractor is an independent contractor who desires to provide inspection services for the Company from time to time in the state(s) of ; and WHEREAS, the Company desires to engage Contractor to perform inspection services on an as-needed basis upon the terms and conditions set forth herein. NOW, THEREFORE, the parties hereto agree as follows: Agreement 1. Term. This Agreement shall commence on the Effective Date and will continue in effect until terminated as provided in Section 3 herein. 2. Services. The Company hereby engages Contractor as an independent contractor to perform inspection services for the Company in the state(s) of from time to time as needed. Contractor agrees to perform inspections of real property, and to prepare and submit an inspection report in a timely manner (the Services ) for each property, as assigned by the Company and accepted by Contractor. The Company does not guarantee any set or minimum number of property inspections to be assigned to Contractor, nor does Contractor guaranty or set a minimum number of assignments Contractor shall accept. Contractor has the sole right to accept or reject the assigned property inspections, and to control and direct the means, manner and method by which the Services will be performed. Contractor shall have sole control over Contractor s work schedule and when the Services will be performed, as long as the Services are completed by the due date. Such Services shall be performed in the field 1
where the property is located and at Contractor s own workplace, with Contractor s own tools (e.g., automobile, telephone, computer, printer, copy machine, fax machine, etc.). Contractor has the right to hire assistants as subcontractors, or to use Contractor s employees to provide the Services; however, such subcontractors and employees shall be paid, hired, trained and supervised by Contractor. 3. Termination. Either party may terminate this Agreement as follows: (a) immediately upon notice if the other party breaches the terms of this Agreement; and (b) at any time, without cause. Upon termination of this Agreement, the Company will pay Contractor for all Services completed prior to the effective date of termination and properly invoiced to the Company in accordance with Section 4. 4. Payment for Services. As full consideration for the Services to be performed by Contractor, the Company shall pay Contractor the amount of Dollars ($ ) per property inspection. Contractor shall submit an invoice to the Company by 11:59 p.m. on the 15 th day of each month for each property inspection completed. Any invoices received by the Company after the 15 th day of the month will be paid the following month. The Company shall pay Contractor s invoices by the 25 th day of each month. Any adjustments or discrepancies in the invoices claimed by Contractor must be submitted in writing to Accounting at marysfs@sbcglobal.net within five (5) days of receipt of payment from the Company. The Company will address the invoice discrepancies within ten (10) days of submission and any payment adjustments will be made in the following month unless otherwise agreed by the both parties. The Company shall not reimburse or pay any expenses of Contractor in performing the Services under this Agreement. If Contractor fails to submit complete supporting documentation for work orders, required photos, return calls to update the Company when requested, and as contractually required in a timely manner, your work orders may be reassigned without notice. If a third party is contracted to complete Contractor s work orders, the Company may at its discretion, withhold from Contractor any offsetting payments due to the delay of requested services from Contractor and not performed in a timely manner. 5. Contractor s Freedom to Provide Services. Contractor has the right to perform services for others and/or hold itself out to the public as available for engagement to perform services for others during the term of this Agreement; however, Contractor represents and warrants that Contractor is under no obligation or restriction, nor will Contractor assume any such obligation or restriction, that would in any way interfere or be inconsistent with the Services to be furnished by Contractor under this Agreement. 6. Additional Responsibilities of Contractor. Contractor hereby acknowledges and agrees that Contractor is an independent contractor, and not an employee, of the Company. Contractor agrees, covenants, and represents that because Contractor is an independent contractor and not an employee of the Company: (i) Contractor shall be responsible for filing tax returns or records and for paying any federal, state, or local payroll, social security, disability, workers compensation, selfemployment insurance, income and other taxes or assessments (Contractor shall at 2
Contractor s expense, pay and be fully liable and responsible for, and indemnify and hold the Company harmless for any assessments, fines or penalties relating to the Company s failure to pay or withhold any and all taxes relating to any compensation paid pursuant to this Agreement); and (ii) Contractor shall not be eligible to participate in workers compensation, unemployment, pension, stock, bonus, profit sharing, disability, medical, dental, life or other insurance programs, or any other benefit or program that is sponsored, financed or provided by the Company for its employees, if any. 7. Insurance and Indemnification. Contractor agrees to obtain and maintain general liability, workers compensation, automobile, health/accident and errors and omissions insurance coverage with policy limits of at least Dollars ($ ) per occurrence. Contractor agrees to add the Company as an additional insured on all insurance policies and to provide the Company with certificates of insurance verifying insurance coverage as of the Effective Date of this Agreement and at each renewal period. In addition, Contractor shall provide the Company with a copy of Contractor s valid driver s license issued in the state(s) in which the Services will be performed. Contractor agrees to immediately inform the Company if any insurance coverage required by this Section 7 is cancelled or terminated, or if Contractor s driver s license is suspended or restricted in any way. Contractor shall indemnify, hold harmless and defend the Company from any and all costs, liabilities, damages, attorneys fees, or expenses of any kind asserted by any third party that arise out of, or are in any way related to the negligence, malpractice, misconduct, or acts or omissions, of Contractor while performing or failing to perform the Services under this Agreement. 8. Independent Business Enterprise. Contractor represents and warrants that Contractor has established an independent business enterprise to provide services to the public, including but not limited to the Services provided to the Company under this Agreement. Contractor represents and warrants that Contractor has formed a business entity or has elected to operate the independent business enterprise as a sole proprietorship under the laws of the state(s) where the Services are performed. Contractor represents and warrants that Contractor has obtained all necessary certificates, permits and/or licenses, as well as a tax identification number, for the independent business enterprise in order to perform the Services under this Agreement and shall maintain such certificates, permits and/or licenses at all times during the term of this Agreement. Contractor represents and warrants that Contractor maintains a separate business location from that of the Company for providing the Services, either in a commercial location or a portion of Contractor s residence that is used primarily for the business. Contractor agrees to provide the Company with documents verifying Contractors representations and warranties contained in this Section 8 upon request. Contractor agrees to comply, and do all things necessary for Contractor to comply, with all applicable federal, state, and local laws, regulations, and ordinances in performing the Services for the Company under this Agreement. 9. Non-Solicitation and Non-Circumvention. Contractor agrees that during the term of this Agreement and for a period of two (2) years after termination, regardless of the reason for or circumstances under which this Agreement is terminated, Contractor will not directly or indirectly without the written consent of the Company: 3
(a) attempt in any manner to commercially circumvent, avoid, bypass, or obviate the Company in an effort to provide any inspection services directly to any person or entity that is known to be a Client of the Company; or (b) solicit, cause or attempt to cause any person or entity that is a Client of the Company to divert, terminate, limit or in any manner modify or fail to enter into, any actual or potential business relationship or opportunity with the Company or otherwise interfere in the Company s relations with its Clients. For purposes of this Agreement, the term Client(s) is defined as a mortgage company, bank, other lending institution, or insurance company for whom the Company provides inspection services. 10. Confidentiality. In performing the Services under this Agreement, Contractor acknowledges that Contractor may have access to and received disclosure of certain proprietary and confidential information of the Company and/or its Clients. Any and all information regarding the Company, the shareholders, officers, directors, employees and any affiliated or predecessor entities, all of the Company s past, present and future Clients, and all Company data including Client or prospective Client lists, billing and payment information, services provided and fees charged, business operations data, financial data, personnel data, marketing and business opportunities or plans, independent contractor information, policy or procedure manuals, vendor data and all record bearing media containing or disclosing such information which is in the possession of the Company and which has not been published or disclosed to the general public (hereinafter collectively referred to as Confidential Information ), which has or may be disclosed to Contractor during the term of this Agreement, shall be the exclusive and confidential property of the Company. Contractor shall hold the Confidential Information in the strictest confidence for the sole benefit of the Company and shall not, without the written consent of the Company, during the term of this Agreement or at any time thereafter, use for the benefit of Contractor or others, or disclose, directly or indirectly to any person, firm, or entity, any Confidential Information. Contractor agrees to return any material containing any Confidential Information to the Company upon request or immediately in the event of a termination of this Agreement, and Contractor agrees not to maintain any copies of such material. 11. Contractor Acknowledgements. Contractor acknowledges that Contractor will have access to the Company s Confidential Information and Clients only as a result of performing the Services under this Agreement. Contractor acknowledges that substantial harm would result to the Company s business if Contractor interfered with the Company s relationships with its Clients or disclosed any Confidential Information. Contractor acknowledges the restrictive covenants contained in this Agreement are fair, reasonable and necessary to protect the interests of the Company and are made by Contractor in consideration of the fees to be paid by the Company under this Agreement. 4
12. Remedies. In the event of a breach or threatened breach of any duties and obligations under the terms and provisions of this Agreement, the parties shall be entitled, in addition to any other legal or equitable remedies the Company may have in connection therewith (including any right to damages that the Company may suffer), to a temporary, preliminary and/or permanent injunction restraining such breach or threatened breach. 13. Governing Law; Arbitration; Filing of Suit. This Agreement is made under and shall be construed according to the laws of the State of Nevada. Any dispute arising out of this Agreement which cannot be resolved to the mutual satisfaction of the parties shall be litigated in the courts with jurisdiction over the matter located in Washoe County, Nevada. Contractor hereby assents to personal jurisdiction in the courts of Washoe County, Nevada. The prevailing party in any such litigation shall be entitled to recover its attorneys fees, costs and expenses. 14. Amendment. This Agreement shall not be modified, amended, rescinded, canceled, or waived, in whole or in part, except by written amendment signed by the President of the Company and Contractor. 15. Relationship of Parties. Contractor, in furnishing services to the Company hereunder, is acting only as an independent contractor, and not as an agent of the Company. Nothing in this Agreement shall be construed to create the relationship of employer and employee, master and servant, or principal and agent, between the Company and Contractor. This Agreement shall not be construed to be a partnership or joint venture. No employees or agents of either party shall be deemed to be employees or agents of the other party for any reason whatsoever. The parties acknowledge that the Company shall provide tax reporting of compensation paid under this Agreement to the Internal Revenue Service and any applicable state or local taxing authority upon the basis of a 1099 form, on an annual basis or during such periods as is otherwise required by law. 16. Integration Clause. This Agreement, represents the complete and integrated agreement of the parties with respect to the matters recited herein, and supersedes any prior or contemporaneous written or oral agreements or understandings with respect hereto. 17. Notices. All notices, requests and other communications under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, postage prepaid, and properly addressed as follows: To Contractor: To Company: Sierra Field Services, Inc. Trudy Naumann, President 527 Washington Street Reno, Nevada 89503 5
Each party hereto is obligated to notify the other in writing and immediately of any change in address. 18. General Provisions. The rights and obligations specified in Paragraphs 7, 8, 9, 10, 11 and 12 shall survive and continue after termination of this Agreement and shall bind the parties and their legal representatives, successors, heirs, and assigns. If any provision of this Agreement is deemed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated. [Signature page to follow] IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement. Sierra Field Services, Inc. a Nevada corporation Contractor Trudy Naumann, President Date: Date: 6