Independent Contractor Agreement

This Independent Contractor Agreement between Boost Media, Inc. (Boost or the Company) and the individual accepting the terms of this agreement on (Contractor or Copywriter) is being made as of the date of acceptance on

  1. Recitals

    1. Whereas the Company has created and maintains an online portal and website (BoostCTR Marketplace) through which copywriters provide ad copywriting services to individuals and companies (Advertisers).
    2. Whereas the Company wishes to retain Contractor to provide ad copywriting services to Advertisers from his or her home or other remote locations via the BoostCTR Marketplace.
    3. Whereas Contractor holds himself/herself out to be a skilled ad copywriter by virtue of prior training, experience, and/or education.
    4. Whereas Contractor wishes to be retained by the Company as an ad copywriter on an independent contractor basis.
  2. Term of Agreement

    1. This Agreement will become effective on the date of its Execution and will continue in effect for a period of one year from the date of its execution unless terminated earlier by either party in accordance with the notice provisions set forth in this Agreement.
    2. This Agreement can be terminated at any time prior to its anniversary date with or without cause by either party giving the other written notice of termination in accordance with the notice provisions set forth in this Agreement. However, termination will not affect the validity of any ad copywriting that has been concluded and the Agreement shall continue to apply with respect to same.
  3. Independent Contractor Status

    The Parties to this Agreement expressly intend that Contractor is and shall be an independent contractor and not an employee, agent, or partner of the Company. Nothing in this Agreement shall be construed as creating or establishing an employment relationship between the Company and Contractor.

    1. Contractor shall retain the freedom and the exclusive right to control and direct all of the services provided pursuant to this Agreement, including where, when, and how the services are to be performed via the BoostCTR Marketplace. Notwithstanding the foregoing, Contractor shall a t all times provide those services in accordance with the terms and conditions set forth in this Agreement and any amendment or addendum to same.
    2. Contractor shall have the freedom at all times to assume copywriting projects of his or her own choosing through the BoostCTR Marketplace or elsewhere at Contractors sole discretion.
    3. Contractor acknowledges that the price at which he or she may be compensated if Contractors submission is selected for providing copywriting services to Advertisers may vary Contractor further acknowledges that if Contractors submission is not selected Contractor will not be compensated for a submission.
    4. Contractor shall have the freedom to control his or her own schedule. Contractor is free to devote as much or as little time to providing copywriting services via the BoostCTR Marketplace as he or she determines to be in his or her best interest. Nothing in this Agreement shall be construed to require Contractor to provide any copywriting services at any time.
    5. Contractor is free to provide copywriting services or become employed by other individuals or entities, including those that compete with the Company, as he or she so chooses.
    6. Contractor will furnish and maintain at his or her expense all equipment and materials used to provide the copywriting services, including, but not limited to, computer equipment, high-speed internet access, and any software necessary to provide those services. Contractor will be provided with access to BoostCTR Tools which he or she may choose to utilize in providing copywriting services to Advertisers.
    7. Contractor may hire persons to assist him or her in providing copywriting services to Advertisers. However, Contractor may not subcontract with individuals to provide services on behalf of Advertisers.
    8. Contractor will not be required to participate in any training by the Company. However, the Company offers non-mandatory training and development opportunities for copywriters who provide services through the BoostCTR Marketplace.
    9. Contractor shall not be required to devote full-time or any minimum amount of time to providing copywriting services under this Agreement.
    10. The Company shall not provide any insurance coverage or benefit programs of any kind for Contractor. Contractor understands and agrees that he or she is responsible for providing all of his or her own insurance coverages, including unemployment, workers compensation and other insurances.
    11. The Company shall not withhold from Contractors compensation any amount that would normally be withheld from an employees pay.
    12. Upon execution of this Agreement, Contractor shall provide a completed W-9 to the Company and shall provide same for any year during which he or she is covered by any extension or renewal of this Agreement.
  4. Service Level Standard

    The Company is retaining Contractor to provide professional copywriting services to Advertisers. Contractor agrees to provide those services in compliance with all applicable, laws, rules and regulations and in accordance with the terms and conditions of this Agreement and any amendment or addendum to this Agreement which authorizes Contractor to provide those services to Advertisers utilizing the BoostCTR Marketplace. Before Contractor can provide copywriting services to Advertisers pursuant to this Agreement, he or she must also agree to abide by the BoostCTR Marketplace User Agreement, Terms and Conditions. In the event there is a conflict between the terms of this Agreement and the BoostCTR Marketplace User Agreement, the terms of this Agreement shall apply with respect to the relationship between the Company and Contractor.

  5. Legal and Contract compliance Verification

    The Company reserves the right to verify compliance by Contractor with applicable laws, rules and regulations and compliance with the terms and conditions of this contract and any addendum or amendment to this Agreement. Compliance verification may include some level of monitoring of communications between Contractor and Advertisers via the BoostCTR Marketplace. Contractor acknowledges and agrees that his or her communications via the BoostCTR Marketplace are subject to such compliance verification. Nothing in this paragraphs shall be construed to permit the Company to control the time, place, or specific manner in which Contractor provides copywriting services via the BoostCTR Marketplace.

  6. Copyrightable Work

    Any copywritable works prepared by Contractor in connection with a Challenge for Buyer shall be works for hire; consequently, Boost will be considered the author and owner of such works. Unless prohibited by applicable mandatory law, all Proprietary rights in and to ad copywriting shall vest in Boost upon creation, Contractor hereby assigns all Proprietary Rights to ad copywriting to Boost, immediately upon creation. To the extent that under mandatory law, rights can only be assigned after creation, Contractor hereby irrevocably agrees to assign, immediately following the creation, all Proprietary Rights to ad copywriting to Boost. To the extent that under mandatory law, Proprietary Rights cannot be assigned, Contractor hereby irrevocably agrees to grant, and hereby grants, to Boost an exclusive (excluding also Contractor), perpetual, irrevocable, transferable, sublicensable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Ad copywriting in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, Contractor hereby irrevocably agrees to grant, and hereby grants, to Boost, such rights as Boost reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Boost will be able to acquire, perfect and use such Proprietary Rights, Contractor will transfer possession, ownership, and title to Boost. Contractor also irrevocably authorizes Boost to act and sign on Contractors behalf and take any necessary steps in order to perfect Boosts rights under this Agreement. In case that under mandatory law, Contractor retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights (collectively Moral Rights) or other inalienable rights to Ad copywriting or Confidential Information under this Agreement, Contractor irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Contractor cannot waive such rights, Contractor agrees not to exercise such rights, until Contractor has provided prior written notice to Boost and then only in accordance with any reasonable instructions that Boost issues in the interest of protecting its rights. Contractor agrees to assist Boost in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Ad copywriting in any and all countries.

  7. Compensation

    Boost sets the Bill Rate for winning ads for Fixed Price Challenges (Challenge) offered thought the BoostCTR Marketplace. If the Contractors ad wins the Challenge, the Company shall pay the Contractor the agreed-upon Bill Rate stated in the Challenge. To be entitled to payment, the Contractor must win the challenge. With respect to the Compensation provided to Contractor, the Company is acting merely as a payment processor for payments from Advertisers to Contractor. The Company will process any payments due to Contractor once a month via Paypal, in U.S. Dollars.

  8. Expenses

    The Company shall not be obligated to reimburse Contractor for expenses incurred while engaged in the performance of services under this Agreement. Contractor shall be responsible for all such expenses, including but not limited to the cost of equipment and materials.

  9. Confidentiality of Advertiser Information

    Contractor agrees to maintain all Confidential Information of the Advertiser in the strictest confidence and shall not disclose it to any third party. Contractor shall not use the Advertisers Confidential Information for any purpose except as necessary to perform the copywriting services for the relevant Challenge (including, without limitation, the storage of such Confidential Information on or through BoostCTR Marketplace tools for use by Contractor). When Confidential information is no longer needed to perform copywriting services for the relevant Challenge (or upon written requests from the Advertiser or the Company), Contractor shall promptly destroy or return to Buyer all Confidential Information and any copies thereof under his or her control and provide written certification to Advertiser within ten (10) days after receipt of a request for such certification from Advertiser.

  10. Confidentiality of Boost Information

    The Company is committed to protecting the confidentiality of its Confidential and Proprietary information. Confidential and Proprietary Information shall include, but not be limited to, paperwork, documents, files, computer software and disks, or any other information regarding Boosts methods and procedures, financial information, accounting systems, Customers, clients, and all Consumer Information. Contractor shall not use or disclose to any third party any Confidential and Proprietary Information unless under a court order of government agency demand and only after providing the Company with notice of such demand or order. Contractor agree that this provision shall survive the termination of this Agreement.

  11. Indemnification

    Contractor hereby covenants and agrees to hold harmless, indemnify and defend the Company, its officers, directors, employees and agents, from and against any and all claims, losses, damages, and liability, of whatever kind or nature, whether to person, including death or property, and costs, including but not limited to attorneys fees and costs of defense, arising out of or in any way connected with (a) any activity performed by Contractor under this Agreement or (b) any breach of this Agreement by Contractor.

  12. Limits and Liability

    The Company shall not be liable for any direct or indirect losses, damages, injuries, expenses, or harm, occasioned by or arising directly or indirectly from any act of Contractor. Contractor agrees the Company shall not be liable, directly or indirectly, for any of Contractors losses, damages, expenses, injury, harm, claims and costs, regardless of origin, and however caused.

  13. Arbitration and Class Action Waiver

    Any dispute that arises out of or is related to either this Agreement or any addendum to this Agreement or any services provided by Contractor pursuant thereto including, but not limited to, any claims related to payments due and the classification of Contractor as a Contractor, that cannot be resolved by the Parties, shall be submitted to final and binding arbitration. Claims covered by this arbitration agreement will be pursued in an individual claimant proceeding and not as part of representative, collective, or class action. This Agreement does not prevent the filing of charges with a government agency like the Department of Labor or participation in any investigation or proceeding conducted by a government agency. However, Contractor agrees not to pursue or accept any legal remedies from the Company through any procedure or forum other than the arbitration provided for in this Agreement. This Agreement will be controlled by the Federal Arbitration Act (FAA) and enforced pursuant to the FAA, except that state law may be applied where necessary to make this Agreement enforceable if the FAA does not apply. The arbitration will be conducted by a mutually agreeable arbitration service or the American Arbitration Association (AAA) if no other service is agreed upon. The arbitrator shall be selected from a list of no less than seven names through alternative strikes. No arbitrator will have authority to apply a cause of action or remedy that could not otherwise be applied by a court of law. Upon motion of either Party the arbitrator(s) shall dismiss any claim that would be subject to dismissal under the federal summary judgment standard for that claim. Either Party may bring an action in a court of competent jurisdiction to compel arbitration under this Agreement, to enforce an arbitration award, or to vacate an arbitration award. In an action to vacate an award, the standard of review applied will be the same as that applied by an appellate court reviewing the decision of a trial court sitting without a jury, without any special deference to the arbitrator. In all other respects, the arbitration procedure will be conducted in accordance with the AAAs employment dispute resolution rules or other mutually agreeable, arbitration service rules. Contractor and the Company expressly waive trial by jury for all claims covered by this Agreement. All other rights, remedies, exhaustion requirements, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration.

  14. State and Federal Taxes

    Contractor is and agrees to be fully responsible for complying with all federal, state, and local laws in connection with the performance of this Agreement, including, but not limited to, payment of any estimated or other federal, state, or local income taxes, and payment of all applicable charges for Social Security, FICA, and workers compensation.

    The Company shall not be responsible for payment or withholding of any such items in connection with services rendered by Contractor under this Agreement. Contractor agrees to indemnify and hold the Company harmless for any assessments against the Company because of any failure by the Contractor to properly pay federal, state, or local taxes (including estimated tax payments) and file returns in connection therewith, or to pay Social Security, FICA, or workers compensation.

  15. Represenations By Contractor

    Contractor agrees that he or she will not hold himself or herself out as being an employee of the Company to any third party, including, but not limited to, any state unemployment agency. Contractor agrees that he or she is an independent contractor with respect to all services provided pursuant to this Agreement.

  16. Assigns

    Contractor may not delegate, assign or transfer its duties or interest in this Agreement without the written consent of the Company.

  17. Binding Affect

    This Agreement shall be binding upon the parties hereto and their respective heirs, assigns, agents and representatives.

  18. Voluntary Agreement

    The Company and Contractor represent and agree that each has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions of this Agreement, and is voluntarily entering into this Agreement. Each party represents that that it has had the opportunity to review and all aspect of this Agreement with the legal, tax or other advisor or advisors of such partys choice before executing this Agreement.

  19. Governing Law

    This Agreement shall be governed by and construed in accordance with the State of the contractor on record at

  20. Entire Agreement

    This Agreement is the sole and entire Agreement between the Parties relating to the subject matter hereof, and supersedes all prior understandings, agreement and documentation relating to such subject matter. Any modifications to this Agreement must be in writing and signed by both parties.

  21. Partial Invalidity and Survival

    If any provision of this Agreement is held by a court or arbitrator to be invalid, void, or unenforceable, the remaining provisions will, nevertheless, continue in effect without being impaired or invalidated in any way. This Sections, Sections F and Section I-M survive termination of this Agreement.

Boost Media, Inc.

By Tim Krozek