Teaching Our Posterity Success, Inc

TEACHING OUR POSTERITY SUCCESS, INC. INDEPENDENT CONTRACTOR AGREEMENT

This Agreement has been entered into as of the _____ day of ______, 20____ by and between Teaching Our Posterity Success, Inc. (the “Client”), whose address is P.O. Box 18677,

Indianapolis, IN 46218, and ______, whose address is

______(the “Independent Contractor” or “IC”).

Whereas, the Client desires to engage the IC to perform certain services for the Client, pursuant to the terms and conditions stated in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, the parties agree as follows:

1. Services to be Rendered. The Client desires that the the IC perform and the IC agrees to perform services as a ______. A description of the services, assurances and expectations of said position is attached hereto and incorporated herewith as Exhibit A. IC hereby acknowledges time is of he essence in the performance of the services herein. 2. Independent Contractor's Performance and Qualifications. All work done by the IC shall be of the highest professional standard and shall be performed to the Client's reasonable satisfaction. IC agrees that they will provide appropriate credentials and necessary documentation and information to conduct a criminal background check, satisfactory to Client. IC agrees to abide by all rules, policies and guidelines promulgated by Client with regard to the duties performed hereunder. IC is qualified to provide the services to be rendered under this Agreement. IC shall notify Client if, during the course of this Agreement, there is and circumstance, including, but not limited to the conviction or investigation of IC involving any crime in any jurisdiction, which may render IC ineligible or no longer appropriate to render services involving minors. Client reserves the right to terminate this Agreement immediately upon the notification of any such circumstance at their sole option. Further, failure to report such a circumstance is grounds for the immediate cancellation of this contract without prior notice. IC shall complete the persona data sheet attached hereto and return the same to Client prior to commencing work. IC understands that it is heir sole responsibility to provide the documentation necessary to obtain payment from the various school systems serviced hereunder. IC expressly acknowledges that failure to provide any of the necessary documentation, failure to cooperate with Client or failure to communicate in a timely fashion with Client, may result in non-payment or delay of payment to IC.

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of 5 3. Status. The IC's status under this Agreement shall be that of an independent contractor, and not that of an agent or employee. IC warrants and represents that he has complied with all Federal, state and local laws regarding business permits and licenses that may be required for IC to perform the work as set forth in this Agreement.

4. Terms of Payment. IC shall be paid, within thirty (30) business days of the date payment is received from the applicable district. IC shall submit to Client a necessary documentation in a timely manner, failure to submit proper and timely documentation may result in non-payment. Client expressly reserves the right to withhold part or all of the payment, with ten (10) days notice to IC, when, in Client's opinion, the IC's performance, whole or in part, either has not been carried out or is insufficiently documented; IC has neglected, failed or refused to furnish information or to cooperate with the inspection, review or audit if its program, work or records; or IC has failed to submit any documentation in a timely manner. If Client gives notice of intent of withhold, IC shall have forty-eight (48) hours to correct such deficiency. In the event Client does not receive full payment from applicable district due to the failure of the IC to provide adequate documentation, IC agrees to accept heir agreed fee percentage of the amount actually received from the district as payment in full for services rendered. Further, if IC is responsible for the supervision and oversight of other service providers and the IC fails to either forward or provide documentation and said failure results in the non-payment of those which IC was to supervise and oversee, IC expressly agrees that any payment that they should have received for said services may be redistributed to pay the service providers for whom they were responsible.

5. Reimbursement of Expenses. Client shall not be liable to the IC for any expenses IC pays or incurs unless otherwise agreed to in writing by the Client.

6. Equipment, Tools, Materials or Supplies. IC shall supply, at IC's sole expense, all equipment, tools, materials and/or supplies to accomplish the work to be performed, excepting that Client shall provide some teaching and testing material, prepares and published by a third party as is required to meet and assess the performance of the students receiving services. Said materials shall be returned to Client within five (5) days from the cancellation of this Agreement.

7. Federal, State and Local Payroll Taxes. Neither Federal, nor State, nor local income tax, nor any other payroll tax of any kind, shall be withheld or paid by the Client on behalf of the IC. In accordance with the terms of this Agreement and the understanding of the parties herein, IC shall not be treated as an employee with respect to the services performed hereunder for Federal or State tax purposes.

8. Fringe Benefits. Because IC is engaged in IC's own independent contract business, IC is not eligible for, nor entitled to, and shall not participate in any of the Client's pension, health or other fringe benefit plans, if any such plans exist. Such participation in these fringe benefit plans is limited solely to the Client's employees.

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of 5 9. Notice to the Independent Contractor Regarding its Ta Duties and Liabilities. IC understands that IC is responsible to pay income tax in accordance with Federal, State, and local law. IC further understands that IC may be liable for Social Security (“FICA”) tax, to be paid in accordance with all applicable laws.

10. Insurance Requirement and Indemnification. The IC shall maintain insurance of the types and in the amounts typically maintained by businesses of the same type as the IC, including, but limited to general liability automobile insurance with insurance companies reasonably satisfactory to the Client covering the acts and omissions of the IC. The IC agrees to indemnify and hold harmless the Client, its members, employees, successors and assigns, from and against any and all liability, loss, damage, cost, or expense, including attorney's fees, by reason of the IC's performance of its services for the Client.

11. Client Not Responsible for Workers' Compensation. Because IC is engaged in IC's own independent contracting business and is not an employee of the Client, Client will not obtain Workers' Compensation insurance for the IC. The IC agrees to obtain Workers' Compensation coverage for her/himself, if necessary, and to furnish a copy of its certificate of Workers' Compensation insurance to the Client if applicable.

IC may be excused from obtaining Workers' Compensation coverage for her/himself is IC establishes, warrants and represents to the Client's satisfaction that IC is not required to obtain Workers' Compensation insurance coverage under the applicable Worker's Compensation Law. Thus, if the IC can demonstrate to the Client's satisfaction that IC is a sole proprietorship and is not incorporated, and if IC is further able to show that IC is exempt from the coverage requirements of the applicable Workers' Compensation Law, then IC will not be required to produce a certificate of Workers' Compensation insurance. Under no circumstances will the Client obtain Workers' Compensation insurance coverage for the IC in the event that IC is excused from obtaining Workers' Compensation insurance coverage for her/himself.

12. Term. This Agreement's term shall begin on the date hereof and shall remain in force for a school year term of 2011-2012, commencing September 2011 and ending August 2012. Either party may terminate the Agreement at any time by giving thirty (30) days' written notice to the other. This Agreement will continue in effect until a written notice of termination by either party. Client may terminate this Agreement immediately, at will, with or without cause, and at the sole discretion of the Client. Upon the termination or expiration of this Agreement pursuant to the provisions hereof, this Agreement shall be without further force or effect except for those statements herein, which shall survive termination.

Initials: ______13. Notices. Any notice given in connection with this Agreement shall be given in writing and shall be delivered either by hand to the other party or by certified mail, return receipt requested, to the other party at the other party's address stated herein. Either party may change its address stated herein by giving notice of the change in accordance with this paragraph.

14. No Authority to Bind Client. IC has no authority to enter into contracts or agreements on behalf Page 3 of 5 of the Client without Client's express consent to do so within the bounds of the services to be provided hereunder. This Agreement does not create a partnership between the parties.

15. Assignment. This Agreement may not be assigned by the IC without the Client's prior written permission.

16. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach.

17. Modification. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both the Client and the IC.

18. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the Client and the IC.

19. Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Indiana without regard to its conflicts of law principles.

20. Headings. The headings have been inserted for convenience only and are not to be considered when interpreting the provisions of this Agreement.

21. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. Confidentiality. IC acknowledges and agrees that Client's business is an a highly competitive field and that, by virtue of this business arrangement, IC shall have access to confidential information, including, but not limited to names and addresses of students, names of other ICs working for Client, recruiting methods, fee schedules, testing assessments and teaching methods. IC agrees to hold said information in the strictest confidence and shall not divulge any information regarding Client's methods of tutoring and testing students without the prior written consent of Client. Further, IC agrees that they shall not use said information for their own benefit or the benefit of any competing entity or third party, including businesses in which they are involved or related to in anyway including the communication with or solicitation of any of Client's other ICs or students. The parties agree that violation of this section shall result in immeasurable harm to Client that Client shall be entitled to damages in the amount of Five Thousand dollars ($5,000.00) per occurrence, plus any attorney fees incurred in the processing and collection of said damages from IC. All parties agree these fees are reasonable and appropriate due to the sensitive nature of the information divulged to the IC by the Client.

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Teaching Our Posterity Success, Inc.

By: ______Lenné McGill Parrish, Director Date Page 4 of 5 Independent Contractor

______Print Name Date

______Signature Date

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