Contractor Information

Signature - Read and Initial Before Signing

I certify that all of my statements and information I have provided herein are true, complete and correct.  I also understand that any misrepresentation, falsification, omission, or misleading statements herein (and in accompanying resume, if any) is grounds for the immediate termination of the contract agreement with Alchemy Enterprises, regardless of the time elapsed before discovery of the statements.

I agree to immediately notify Alchemy Enterprises if I am convicted of a felony, or any crime involving dishonesty, breach of trust or violence during the period of contract.

In order to assist Alchemy Enterprises in conducting a background check, I authorize the company to investigate my work history, educational background, criminal history, personal references, credit record, driving record and proof of liability insurance.  I further authorize any present or former employer or contracting company, educational institutions, personal reference, public agency, or other person or entities contacted by the company disclose to it upon request any information they may have about me.  I release any such persons or entities from any and all liabilities for disclosing such information to the company.

I understand that nothing contained in this form is intended to create a contract between me and Alchemy Enterprises.  No promises or representations contrary to the foregoing are binding on the company unless made in writing and signed by me and the President of the company or his agent.

Alchemy Enterprises is a drug-free workplace.  All offers to join Alchemy Enterprises, including those considered for rehire, are contingent upon the successful completion of a drug test at the discretion of Alchemy Enterprises.  Positive or abnormal results for prohibited drug use will make me ineligible to join Alchemy Enterprises.

Background Check Release Form

In order to assist Alchemy Enterprises (the “Company”) in conducting a background check as initialed below:

I authorize any public agency, or other person or entities contacted by the Company to disclose any information they may have about me.  I release any such persons or entities from any and all liabilities for disclosing such information to the Company.

I authorize the Company to investigate my criminal history and verify my Social Security number.

I acknowledge that Alchemy Enterprises is a drug-free workplace.  All offers of employment or contracting agreements are contingent upon the successful completion of a drug test.  Positive or abnormal test results for prohibited drug use will make me ineligible to join Alchemy Enterprises.

I understand that nothing contained in this form is intended to create a contract between me and Alchemy Enterprises.  No promises or representations contrary to the foregoing are binding on the Company unless made in writing and signed by me and the president of the company or his agent.

By signing this form, I authorize Alchemy Enterprises to conduct the above mentioned checks.  I verify that all of the information I have provided herein is true, complete, current and correct.

Independent Contractor Agreement

This is an Independent Contractor Agreement (“Agreement”) between

(“Contractor”) and Alchemy Enterprises, (the “Company”).  References to the “Company” shall include any Affiliate (defined below) of Alchemy Enterprises and any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger to or with Alchemy Enterprises (or any Affiliates thereof).  “Affiliate” means any individual or entity that directly or indirectly controls, is controlled by or is under common control with Alchemy Enterprises.  The parties agree as follows:

                The Company desires to retain the services of Contractor strictly as an independent contractor to provide the services to the Company as described below; and The Company and Contractor have determined that it in their respective best interests to enter into this Agreement on the terms and conditions set forth herein.

1. Services.  Contractor agrees to provide sales services to the Company (the “Work”) in connection with various engagements of the Company (each, a “Project”) by third parties (each, a “Client”) as may be agreed between Contractor and the Company from time to time, and the Company agrees to retain Contractor’s services under the terms and conditions set forth below.  Contractor shall use best efforts to preserve the business of the Company and the goodwill of all contractors, customers, suppliers and other persons having business relations with the company.  Contractor further agrees to render services under this Agreement in a professional business-like manner, in full accordance with the standards and practices recognized in the industry and in accordance with any Client standards and Company policies applicable to Independent Contractors as may be established from time to time.

2. Term.  This Agreement is effective from the Effective Date and shall terminate as provided Section 11.

3. Payment.

(a.) The Company agrees to pay Contractor for the Work in the manner set forth on the attached (Region Specific) Pay Grid provided in the “welcome email”.  Contractor shall bear sole responsibility for any and all expenses.  The Pay Grid shall be deemed to be modified and supplemented from time to time in order to reflect agreed-upon changes to the description of the work or to accommodate new Projects under this Agreement without any prior notice.

(b.) Contractor shall be responsible for payment for his own expenses for travel, transportation, supplies, apparel, field supplies, lodging, meals, or anything else the contractor wishes to provide.  Under this Agreement, the company may at time see fit to reimburse the contractor of of certain expenses or provide supplies to be received as a gift, from the company or any of its associates.

(c.) Contractor agrees to provide his own laptop, cell phone, or other equipment required to complete the Services, except as stated otherwise in this Agreement.

(d.) Contractor shall be solely responsible for all withholding taxes, social security taxes, unemployment taxes and workers’ compensation insurance premiums, if any.  The company will issue Contractor an IRS Form 1099-MISC reflecting payments made to Contractor for Services rendered pursuant to this agreement.

(e.) Contractor agrees to furnish Company with an executed IRS Form W-9 Prior to commencement of Services under this Agreement.

(f.) The Company will establish, for the benefit of the contractor, a chargeback escrow account (“Hold Account”) for the purpose of reimbursing the Company in the event of a customer (of the Client) cancellation, whereas commissions have already been paid to the Contractor, and the client provides notification that it wishes to recall such commissions already paid.  The Account will be funded and used on behalf of the independent sales contractor in the following manner. 10% of commission earned by the Contractor on each commission earnings check will be automatically deducted and credited in the Account.  The deduction of not more than 10% will continue on each commission earnings check until the Account accumulates to a total of $1000.00, at which times the deductions from the sales representative’s commission earnings check will cease.  At any such time the Client of the Company submits a commission chargeback demand related to the cancellation of customer services initiated by the Contractor, The Company will access the funds from the corresponding weeks commissions to pay the chargeback demand to the client. If the contractor has not received enough commissions to cover the corresponding week of the chargeback, funds will be deducted directly from the “Hold Account”.  If at any time that the chargeback escrow account balance falls below the clients minimum threshold set for the active campaign, the Company will begin deductions from the independent Contractors commission earnings check at a rate of not more than 10% per check, until the Hold Account balance reaches the required maximum balance. The Chargeback escrow account will remain in effect as long as the Contractor is contracted by the Company. Each client / campaign has specific chargeback/clawback policies which will be thoroughly reviewed in the new agent onboarding orientation process. Upon departure as a Contractor from the Company, the balance of funds in the Account will be released and paid to the sales representative after 60 days from the date of activation of last sale, subject to any final chargeback demands from the client to the Company. 

4. No Benefits.  Contractor agrees that he is not entitled to participate, shall not be eligible to participate in, and will not apply for, any of the Company’s the Contractor benefit plans, fringe benefit programs, group insurance arrangements or similar programs, including, but not limited to, the Company’s medical insurance plan.  Contractor also understands that he or she is not eligible for, and agrees not to apply for, any government-sponsored benefits that are intended to apply to the Contractors of Company, including, but not limited to, unemployment benefits or disability benefits.

5. Intent of Parties Concerning Relationship.

(a.) The Company and Contractor intend to have an independent contractor relationship.  Contractor will not be treated by the Company as an employee for Federal tax purposes.  In performing services for the Company pursuant to this Agreement, Contractor shall act as the capacity of an independent contractor with respect to the Company and not as an employee of the Company.

(b.) As an independent contractor, Contractor shall accept any directions issued by the Company pertaining to the goals to be attained and the results to be achieved. The contractor acknowledges a minimum production agreement for newly acquired acquisition, subscriptions or enrollments, but shall be solely responsible for the means and method of work in which he will perform Services under this Agreement adhering to any and all policy, procedure, and protocol set for by The Company and its client(s).  Contractor shall determine his own working hours. Contractor upon request, will be allotted and designated an opportunity to achieve minimum production requirements within the client’s strategic partnership domain including, but not limited to big box retail locations, and other events. 

(c.) When performing the Services, with prior acknowledgement Contractor may work at any location that contractor deems appropriate based upon prior approval, so long as the services are performed in a manner such that the Service is achieved as stated in this Agreement.

(d.) Contractor shall be entirely and solely responsible for his actions and inactions and the actions and inactions of his agents, the Contractors or subcontractors, if any, while performing services hereunder.

(e.) Contractor agrees that he shall not, in any form or fashion, maintain, hold out, or represent or imply to any other individual or entity that the Contractor/employer relationship exists between Contractor and the Company.  This includes, by way of example and not limitation, using business cards that state, imply, or convey that Contractor is employed by Company.

(f.) Contractor is not granted nor shall he represent that he is granted any right or authority to make any representation or warranty or assume or create any obligation or responsibility, express or implied, for, on behalf of, or in the name of the company or incur debts for the company.

6. Compliance with Legal Requirements.  Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Contractor, his agents or the Contractors or any subcontractors.  Contractor shall comply at his expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, Federal Social Security law, the Fair Labor Standards Act (FLSA), federal, state and local income tax laws and Occupational Safety and Health Administration (OSHA), and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions required to be fulfilled by independent contractors and the Contractors.  Other than as stated in this Agreement, Contractor shall be solely responsible and liable for all expenses, costs, liabilities, assessments, taxes, maintenance, insurance, undertakings and other obligations incurred by Contractor, his agents or the Contractors or any subcontractors.

7.  Return Of Materials.

(a.) Any and all Confidential Information, files, records, documents, information, data, and similar items relating to the business of the Company or any of the Company’s customers, whether prepared by Contractor or otherwise, coming into Contractor’s possession as a result of performing services for the Company, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Company (except in the ordinary course of business during Contractor’s active service under this Agreement), and in any event shall be promptly delivered to the Company (without Contractor retaining any copies) upon termination of this Agreement.  In the event that Contractor is required to make payment to the Company for such damage.  To the extend necessary, contractor authorizes the Company to withhold part or all of the monies owed from any invoices submitted by Contractor to pay for such damage.

(b.) The Contractor will rent equipment from the Company to assist in the effectiveness of conducting day-to-day business activities.  These items might include, but are not limited to: Client ID’s, Shirts with Client’s Logo, Jackets with Client’s Logo, any various office supplies that would help in the effectiveness of the sales representative work, and similar items relating to the business of the Company, whether prepared by Contractor or otherwise, coming into Contractor’s possession as a result of performing services for the Company, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Company (except in the ordinary course of business during Contractor’s active service under this Agreement), and in any event shall be promptly delivered to the Company upon termination of this Agreement.  In the event that Contractor negligently or willfully damages Company property or equipment, Contractor is required to make payment to the Company for such damage.  To the extend necessary, Contractor authorizes the Company to withhold part or all of the monies owed from any invoices submitted by Contractor to pay for such damage.

8. Contractor Warranties.  Contractor warrants and understands that:

(a.) The performance of the Work pursuant to this Agreement does not violate any agreement or obligation between Contractor and a third party, or otherwise violate any state or federal law;

(b.) The Work, as delivered to the Company, does not and will not infringe on any confidential information, copyright, patent, trademark, trade secret, or other proprietary right held by any third party;

(c.) The services provided by Contractor shall be performed in a professional manner and shall be of a high grade, nature, and quality;

(d.) All records of contacts, subscriptions, enrollment documents, receipts, and any other documents related to the performance of the Work shall be available for examination and inspection at any time by the Company;

(e.) He or she agrees to communicate only with the employees and contractors of the Company in all matters involving business between the Company and any client companies with which the Company is associated.

(f.) He or she is eighteen (18) years of age, or older.

(g.) He or she is legally eligible to work in the United States.

(h.) The services to be performed under this Agreement may require Contractor to drive.  Contractor warrants and represents that he or she has a valid driver’s license, license plate, and adequate insurance to operate a vehicle (with minimum coverage of 50/100/50) and has provided proof of same to the Company.  In the event that Contractor does not have any of those items, Contractor must not operate a motor vehicle to conduct Company business.

(i.) Contractor has not provided Company or Clients with any false or forged documents of any kind.

9. Insurance. Contractor agrees to be responsible for all of his or her own insurance, including Worker’s Compensation insurance.  Upon request, Contractor shall submit proof of Worker’s Compensation insurance coverage, or an appropriate certificate from the appropriate state agency showing exemption from coverage.  Under this agreement, the contractor agrees to continuously maintain during the term hereof, and provide proof of liability insurance and providing coverage for bodily injury to third persons, and property in amounts of at least 50/100/50 and with insurance companies acceptable to the Company.

10. Indemnification.  Contractor agrees to indemnify and hold Company harmless from and against any and all claims, damages, liabilities, losses, taxes, fines and penalties, costs, and expenses (including reasonable attorneys’ fees) asserted by a third party based on or arising out of Contractor’s breach or alleged breach of (i) the warranties in this Agreement, (ii) the infringement by Contractor of any third party’s proprietary rights, (iii) or default in the performance by Contractor of any of the covenants or agreements which Contractor is required to perform under this Agreement, (iv) or from any action taken by Contractor in the performance of Work under this Agreement.

11. Termination of Agreement. The contractor of the Company may terminate this agreement at any time without cause.  Where possible, the Contractor will provide a two week notice to the Company of their intention to terminate the agreement.

12. Customer Complaints.  In the event the Contractor causes an error, customer and/or potential customer complain, including, but not limited to Fraudulent Solicitation, or a complaint by the Public Utility Commission, that results in any damages (“Damages”), including, but not limited to, fees, charges, penalties, fines, or costs incurred by the Company, customer and/or potential customer, Contractor shall reimburse the Company and customer and/or potential customer for such Damages upon presentation of an invoice or as a credit to be made against Contractor’s compensation for services described in the Contract.  The prior sentence shall survive after the termination or expiration of the Agreement.

13. Other Activities.  The Company recognizes and agrees that Contractor may perform services for third parties, provided that such services do not represent a conflict of interest.

14. Additional Provisions.

(a.) If a court of competent jurisdiction determines that any provision of this Agreement is void, illegal, or unenforceable, the other clauses and provisions of this Agreement shall remain in full force and effect and the clauses and provisions that are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the extend permissible by applicable law.

(b.) The parties agree that if one of the parties is found to have breached this Agreement by a court of competent jurisdiction, the breaching party will be required to pay the non-breaching party’s attorneys’ fees.

(c.) This Agreement, other than any confidentiality and/or noncompetition agreements entered by the parties, constitutes the entire agreement between the Company and Contractor regarding the matters herein discussed, and supersedes any prior, contemporaneous, or subsequent statements, representations, warranties, understandings, or inducements of any kind, whether oral or written.

(d.) No change or modification of or waiver of any term or condition in this Agreement shall be valid or binding upon the Company and Contractor, unless such change, modification, or waiver is in writing, signed by the Company and the Contractor, and specifically states that it modifies this Agreement.  Furthermore, the terms, conditions, and obligations under this Agreement shall remain in effect and shall apply to the Contractor even in the even that his status changes to that of an employee for the Company.

(e.) Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall only be brought in any federal or state court located in Luzerne County in the State of Pennsylvania, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts there from) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that he or she may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(f.) All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or facsimile transmission (with electronic confirmation of successful transmission) to the parties at the following address or at such other addresses as shall be specified by the parties by like notice, in order of preference of the recipient:

If to Contractor: Address provided by Contractor below signature on Agreement unless contractor provides Notice to Company of an address change.  Contractor is required to provide prompt Notice to Company in the event he or she moves or otherwise changes his or her address.  Notice is deemed to be given on the day is received and must be provided by overnight delivery service, facsimile transmission, or hand-delivery.

                If to the Company:

                Alchemy Enterprises

                368 N Main Street

                Pittston, PA 18640

(g.) All work product (including, but not limited to, any related patent, copyright, trademark, trade secrets or other property rights) developed, derived or created (i) by Contractor (solely or jointly) during the term of this Agreement and which relates to the business or activities of the Company or (ii) as a result of the Services by Contractor (solely or jointly) (collectively, “Work Product”) will be considered work made for hire and owned exclusively by Company.  In the event that any Work Product cannot be considered work made for hire and therefore owned exclusively by Company under applicable law, Contractor grants, transfers and assigns to the Company all right, title and interest in and to the Work Product.

(h.) This Agreement is personal to Contractor and may not be assigned in any way by Contractor without the prior written consent of the Company.  The Company may assign its rights and obligations under this Agreement.

(i.) This agreement may be executed in counterparts, each of which will take effect as an original, and all of which shall evidence one and the same Agreement.

(j.) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular forms of nouns, pronouns, and verbs include the plural and vice versa.

(k.) The failure by either party to insist upon the performance of any one or more terms, covenants or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or of any future performance of any such term, covenant or condition, and the obligation of either party with respect hereto shall continue in full force and effect, unless such waiver shall be in writing signed by the Company (other than Contractor) and the Contractor.

(l.) Contractor shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future gains or on behalf of the Company that relate to events or occurrences that transpired while Contractor worked for Company.  Contractor’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.  Contractor also shall cooperate fully with the Company in connection with any investigation or review by any federal, state, or local regulatory authority as any such investigation or review relates, to events or occurrences that transpired while Contractor was under contract by the Company.  The Company will pay Contractor an agreed upon reasonable hourly rate for Contractor’s cooperation pursuant to this provision.

(m.) This Agreement shall inure to the benefit of and be binding upon Contractor, his heirs and personal representatives, and the Company, its successors and assigns.

Payment Schedule

1. Contractor shall be compensated by the Company in accordance with the appropriate Client company commission schedule or regional pay grid which shall be a separate attachment to this agreement as agreed between Contractor and the Company in connection with each Project for which Contractor is engaged hereunder.

2. Company is not liable for commissions owed on invoices not paid by the Client company, and until invoices are paid by the Client company, the Company has no legal responsibility or obligation.  Company also is not liable for payment to Contractor unless and until a valid sales report has been submitted to Company on a timely basis.

3. The Company may reimburse the Contractor for travel and other related business expenses, or a Client company may charge back commissions paid on canceled or invalid sales.  Reimbursements must be substantiated by valid claims supported by reasonable documentation. Contractor hereby agrees and authorizes that Company may deduct any such amounts as may be owed to Company by Contractor from any payment owed to Contractor by Company under this Schedule of Payments.

4. The company shall not pay or reimburse Contractor for any business-related expenses incurred by Contractor in the course of his performance of the Work unless the Company, in writing, prior to its incurrence, approved such expense.  Additionally, all reimbursements must be substantiated by valid claims supported by reasonable documentation.  The Company shall have the sole discretion to approve or deny any expense request.  Contractor hereby agrees and authorizes that Company may deduct any such amounts as may be owed to Company by Contractor from any Payment Owed to Contractor by Company under this Schedule of Payments. By initialing below, Contractor signals that he has read and understands that he/she is authorizing such deductions.

5. At least 90% of Contractor’s total remuneration received from the Company in any calendar year shall be directly related to sales or other output.  From time to time, Contractor may be eligible to receive a discretionary bonus.  However, the sum of any such discretionary remuneration shall not exceed 10% of Contractor’s total remuneration received from the Company for any calendar year.

6. Fast Track Advances: Contractor may be eligible to receive an advance on future commissions.  The Company shall have sole discretion to approve any advance on future commissions.  In the event this agreement is terminated before the advanced amount becomes payable pursuant to the payment schedule, Contractor shall repay to the Company the advanced amount to the extent that any such advanced amount exceeds the amount of any unpaid commissions earned pursuant to the payment schedule.

******

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of

Contractor

Contractor Integrity Pledge

Integrity is defined as adherence to moral and ethical principles; soundness of moral character; honesty; doing the right thing when no one is looking.

As a contractor of Alchemy Enterprises, you are a representative of not only yourself, but Alchemy Enterprises and the client you support.  You are held to a higher standard.  As a representative of the Company and our clients, you must sign the below integrity pledge.

I ("Contractor") pledge to operate with integrity and honesty at all times in the work place.  At no point will I put my character, The Company or the client at risk by choosing to operate outside the guidelines of ethical business practices.  If I am made aware of any unethical practices, I will report them immediately to Alchemy Enterprises management, Human resources or Legal.  I understand that lying or falsifying information in any way is considered fraud, which is a felony crime.  I understand that I may be prosecuted to the fullest extent of the law by The Company and/or the client if I participate in any unethical activities.

Contractor Confidentiality Nondisclosure Agreement

This agreement (the “Agreement”) is entered into by ALCHEMY ENTERPRISES (Company) and you (Contractor).

[Alternative 1]

In consideration of the commencement of execution of the contract with Alchemy Enterprises the contractor agrees as follows:

1. Company’s Trade Secrets

In the performance of contractor duties with Company, contractor will be exposed to Company’s Confidential Information. “Confidential Information” means information or material that is commercially valuable to Company and not generally known or readily ascertainable in the industry. This includes, but is not limited to:

(a) technical information concerning Company’s products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence, sales processes, sales training, sales procedure and specific procedures and tracking protocols, Welcome Email, Conference Calls, Training Binder, GroupMe, Alchemy HQ (www.alchemyhq.net).

(b) information concerning Company’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information, compensation structure, pay dates, commission grids, training materials, and advertising strategies;

(c) information concerning Company’s the Contractors or contractors, including salaries, strengths, weaknesses, and skills;

(d) information submitted by Company’s customers, suppliers, the Contractors, consultants or co-venture partners with Company for study, evaluation or use; and

(e) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Company’s business.

2. Nondisclosure of Trade Secrets

The Contractor shall keep Company’s Confidential Information, whether or not prepared or developed by the contractor, in the strictest confidence. The Contractor will not disclose such information to anyone outside Company without Company’s prior written consent. Nor will The Contractor make use of any Confidential Information for The Contractor’s own purposes or the benefit of anyone other than Company.

However, The Contractor shall have no obligation to treat as confidential any information which:

(a) was in The Contractor’s possession or known to The Contractor, without an obligation to keep it confidential, before such information was disclosed to The Contractor by Company;

(b) is or becomes public knowledge through a source other than the Contractor and through no fault of Contractor, or

3. Confidential Information of Others

The Contractor will not disclose to Company, use in Company’s business, or cause Company to use, any trade secret of others.

4. Return of Materials

When the Contractor’s term with Company ends, for whatever reason, the Contractor will promptly deliver to Company all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. The Contractor will also return to Company all equipment, tables, podiums, tents, vehicles, collateral, signage, binders, apparel, files, software programs and other personal property belonging to Company.

5. Confidentiality Obligation Survives Contract Term

The Contractor’s obligation to maintain the confidentiality and security of Confidential Information remains even after The Contractor’s employment with Company ends and continues for so long as such Confidential Information remains a trade secret.

6. General Provisions

(a) Relationships: Nothing contained in this Agreement shall be deemed to make the Contractor a partner or joint venture of Company for any purpose.

(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to effect the intent of Company and The Contractor.

(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Company and the Contractor.

(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(e) Injunctive Relief: Any misappropriation of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore the Contractor agrees that Company shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Company deems appropriate. This right is to be in addition to the remedies otherwise available to Company.

(f) Indemnity: The Contractor agrees to indemnify Company against any and all losses, damages, claims or expenses incurred or suffered by Company as a result of the Contractor’s breach of this Agreement.

 (g) Governing Law. This Agreement shall be governed in accordance with the laws of the State of Pennsylvania.

(i) Jurisdiction. The Contractor consents to the exclusive jurisdiction and venue of the federal and state courts located in Pennsylvania in any action arising out of or relating to this Agreement. The The Contractor waives any other venue to which the Contractor might be entitled by domicile or otherwise.

(j) Successors & Assigns. This Agreement shall bind each party’s heirs, successors and assigns. The Company may assign this Agreement to any party at any time. The Contractor shall not assign any of his or her rights or obligations under this Agreement without Company’s prior written consent. Any assignment or transfer in violation of this section shall be void.

7. Notice of Immunity

The Contractor is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

8. Signatures

The Contractor has carefully read all of this Agreement and agrees that all of the restrictions set forth are fair and reasonably required to protect Company’s interests. The Contractor has received a copy of this Agreement signed by the parties.

The Contractor

Transparency of Basic Contractor Duties, Rights, Obligations & Commitments.

I fully understand I am an independent contractor and have completed a form W-9.

I understand I am not an employee of Alchemy Enterprises and/or its Client(s).

I understand being self-employed I am not eligible for unemployment benefits / workman’s compensation.

I understand commissions are NOT paid out to voluntarily or involuntarily inactive contractors.

I understand my contractual obligation to fulfill the minimum production agreement of 10 newly acquired customers weekly (10 weekly units).

I understand my contractual obligation to fulfil the minimum production agreement of 40 newly acquired customers activated for each fiscal month.

I understand the Fast Track Policy and how it is utilized.

I understand the Hold Account and Chargeback Policy.

I understand unless otherwise stated in a written agreement, any materials, electronics, or supplies of any kind, loaned to me are the property of Alchemy Enterprises and are to be considered a short-term investment into my business, until I sustain a level of profitability to the point where I can replace any supplies loaned to me with my own assets.

I understand any supplies loaned to me are a privilege and not necessary to execute the core statement of work I am being contracted for. I understand that any property of Alchemy Enterprises needs to be returned within 3 business days of termination of my contract and may also be requested to be returned at any time without reason or notice.

I understand Alchemy Enterprises has the right to terminate my contract at any time, without warning, for any and every reason they see fit or necessary.

I understand I may terminate my contract at any time for any reason by notifying my direct supervisor.

Agreement: Non-Disparagement/Defamation

I ("Contractor") agree now, and at any time during or subsequent to contract period with Alchemy Enterprises, not to disparage, defame, attack/criticize Alchemy Enterprises in any respect or to make any derogatory comments, whether written, oral, or publicly (on public forums, blogs, social networks etc)  regarding Alchemy Enterprises or its current or former officers, directors, employees, attorneys, agents, or contracting parties, partners, or its business or operations. 

In case of breach of this clause, the contractor agrees to pay any amount estimated by Alchemy Enterprises to compensate for damages. 

Non-Compete and Non-Solicititation Agreement

This is an agreement between you ("Contractor") and Alchemy Enterprises ("Company").

This Agreement is effective immediately.

In consideration of the employment opportunity provided by Alchemy Enterprises You, intending to be legally bound, agree to the following:

Term of Agreement.  This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of your employment with the Company and for a period of one year thereafter.

Limitations of this Agreement. This Agreement is not a contract of employment. Neither You nor the Company are obligated to any specific term of employment.  This Agreement is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.

Covenant Not to Compete.  You agree that at no time during the term of your employment with the Company will you engage in any business activity which is competitive with the Company nor work for any company which competes with the Company. 

Non-solicitation.  During the term of your employment, and for a period of one (1) year immediately thereafter, You agree not to solicit any employee or independent contractor of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual or other relationship with the Company.

Soliciting Customer After Termination of Agreement.  For a period of one (1) year following the termination of your employment and your relationship with the Company, You shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them.   Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of the Company on whom You have called or with whom You became acquainted during the term of your employment, as the direct or indirect result of your employment with the Company.

Injunctive Relief.  This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of your employment with the Company and for a period of one year thereafter.

Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.

Modifications.  This Agreement may be modified only by a writing executed by both You and the Company.

Prior Understandings.  This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement.   The Agreement supersedes all prior understanding, agreements, or representations.  

Waiver.  Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.  No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver.  A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

By your signature below you acknowledge that you have read and understand the foregoing Agreement, that you agree to comply with all of the terms of the Agreement, and that you have received a copy of the Agreement.