Independent Contractor Agreement with Envoy Commerce Corporation (Mar 15, 2013 revision)

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Independent Contractor Agreement with Envoy Commerce Corporation

I agree to the following terms and conditions (this Agreement) for being an independent contractor with
Envoy Commerce Corporation, a Delaware corporation (Envoy):

1. INDEPENDENT CONTRACTOR STATUS. I am entering this Agreement as an independent contractor to
perform certain Services (defined in Section 2) for Envoy and will not be an employee of Envoy. I have and
will maintain my own: (i) vehicle, valid drivers license, vehicle permits (if required by law), and vehicle
insurance (including appropriate and sufficient liability and comprehensive coverage) for performing
Services for Envoy and (ii) smartphone and other devices for communicating with Envoy and using any
Envoy mobile application, website, database, computer program, payment processing system, interface,
information system, or other technology (the Envoy Systems). I will have and maintain control of the
manner and means of my performance under this Agreement and will not be treated as an employee with
respect to any Services for federal or state tax purposes. I am not entering into an employment relationship,
partnership, or joint venture with Envoy, nor will I have any power or authority to incur any debt, obligation,
or liability on behalf of Envoy

2. SERVICES PROVIDED TO ENVOY. As an independent contractor, I will perform the following services for
Envoy (the Services):
(i) taking orders from clients for the purchase of certain goods;
(ii) purchasing goods from local retail establishments on behalf of clients;
(iii) delivering goods to clients;
(iv) using and testing the Envoy Systems;
(v) interacting with clients to obtain feedback and build client loyalty;
(vi) providing feedback to Envoy related to these services;
(vii) recruiting additional independent contractors, merchant partners, and clients for Envoy; and
(viii) any other services mutually agreed between Envoy and me.

3. COMPENSATION FOR SERVICES. As compensation for performing the Services, Envoy will pay me
according to a payment and reimbursement schedule that will be made available to me and that will be
subject to updates (the Payment Schedule). I understand that Envoy will change the Payment Schedule
from time to time as Envoy develops as a company, gains a better understanding of its business, and evolves
and improves its services. Although the Payment Schedule may change frequently, each change will not
retroactively reduce the payment for any Service that I have already completed, and I may choose to stop
performing any further Services at any time with at least 24 hours of notice. Because I am an independent
contractor, Envoy will not withhold or deduct taxes of any kind from my payments. I will be solely
responsible for calculating and paying all applicable income, self-employment, and other taxes on my
payments from Envoy. I will not be eligible for and will not participate in any pension, retirement, health
insurance, or fringe benefit plan that Envoy may sponsor and will not be covered by any workers'
compensation, unemployment insurance, or other employee insurance, plan, or protection. Envoy may
provide me with a prepaid debit card, credit card, or other payment card or system for me to perform the
Services (a Card). If I request, accept, or use a Card, I agree that: (i) accepting or using a Card does not make
me an employee of Envoy or otherwise affect my status as an independent contractor of Envoy, and (ii) I will
only use a Card to perform the Services and as expressly authorized in advance by Envoy in writing.

4. TERMINATION. This Agreement will continue until terminated by either party or superseded by a later
agreement in writing. Either Envoy or I may terminate this Agreement at any time, for any reason, simply by
informing the other party at least 1 week in advance of the Agreements termination (including via e-mail). If
this Agreement is terminated:
(i) I will be fully paid (according to the relevant Payment Schedule) for any Services that I already
provided before termination;
(ii) I will cease performing any further Services;
(iii) I agree that the provisions in Sections 5 to 7 and 9 to 14 of this Agreement will continue in effect
after termination of this Agreement; and
Independent Contractor Agreement with Envoy Commerce Corporation (Mar 15, 2013 revision)

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(iv) I will cease using or accessing the Envoy Systems and Envoys Intellectual Property (defined in
Section 5), except to the extent Envoy makes these items available to the general public.

5. ENVOYS INTELLECTUAL PROPERTY. I understand that Envoy (as opposed to me) is the owner of all
intellectual property rights (including under applicable copyright, trademark, trade secret, and patent law)
related to all components of the Envoy Systems, any trademark or service mark registered, created, or used
by Envoy, any business processes and trade secrets developed or used by Envoy, any documents or materials
created, distributed, or used by Envoy, and all information or content that I or any other user may upload to
the Envoy Systems (collectively, Envoys Intellectual Property). If I provide any feedback, suggestions,
data, images, or other content to Envoy, I hereby grant Envoy an irrevocable, perpetual, worldwide, royalty-
free, sub-licensable, transferrable license to use, copy, and distribute such items in any way. I have no
ownership or rights in Envoys Intellectual Property; however, while I am an independent contractor for
Envoy, Envoy may from time to time choose to grant to me permission or a license use some or all of Envoys
Intellectual Property in connection with my provision of the Services. Upon termination of this Agreement,
any such permission or license to use any of Envoys Intellectual Property will also terminate. I will not hold
Envoy liable for any reason if I lose access to any of Envoys Intellectual Property at any time. I agree to abide
by any terms of service, privacy policy, or similar terms and conditions applicable to the use of any
component of the Envoy System.

6. CONFIDENTIALITY. I agree to keep confidential, even after the termination of this Agreement, any
information that Envoy informs me is confidential in nature, including any details about the Envoy Systems
and Envoys Intellectual Property. I agree not to copy, distribute, or alter any of the Envoy Systems without
express permission from Envoy. In handling client information, I agree to abide by the terms of any Envoy
user agreement or privacy policy related to such client information, and I will not copy, distribute, or
otherwise use any client information except as directed by Envoy.

7. INDEMNIFICATION. I will indemnify and hold harmless Envoy and its agents, officers, employees, and
assigns from and against any damages, claims, or liabilities and expenses (including attorneys' fees) arising
from or related to my: (a) providing the Services or performing (or failing to perform) any other activity
while an independent contractor for Envoy, including without limitation any liability arising from my delivery
of goods or my use of my vehicle; (b) breach of the terms and conditions of this Agreement; or (c) violation of
or failure to comply with any applicable federal, state, or local laws or regulations.

8. BACKGROUND CHECK AND MONITORING. I agree to allow Envoy to investigate my background,
including ordering any reports related to my driving and insurance history, my employment history, my
credit history, and any criminal record. Such investigation may use any information that I provide to Envoy
and may be performed either directly by Envoy or through the use of any third party. I also agree to
cooperate with Envoys mechanisms for monitoring compliance with this Agreement and evaluating the
quality of the Services that I perform.

9. ASSIGNABILITY. I may not assign or transfer this Agreement to any other party, but Envoy may assign or
transfer this Agreement to any other party.

10. WAIVERS AND INJUNCTIVE RELIEF. No failure or delay of Envoy in exercising any right under this
Agreement will constitute a waiver of any right. A waiver by Envoy can be effective only in writing by an
authorized officer of Envoy. Because money damages for breach of this Agreement would be inadequate, in
addition to any other remedies at law or in equity that it may have, Envoy will be entitled, without the
necessity of proving actual damages, to temporary and permanent injunctive relief to prevent my breach of
this Agreement or to compel specific performance of this Agreement. In addition, Envoy shall be entitled to its
costs and expenses, including reasonable attorneys' fees, in enforcing its rights under this Agreement.

11. SEVERABILITY. If any provision of this Agreement is found to be legally unenforceable, the remainder of
the Agreement will be valid and enforceable to the maximum extent permitted by law, and the unenforceable
provision will be construed so that the original intent of the parties may be implemented to the maximum
extent permitted by law.
Independent Contractor Agreement with Envoy Commerce Corporation (Mar 15, 2013 revision)

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12. CHOICE OF LAW. This Agreement shall be governed, construed, and enforced in accordance with the laws
of the State of California, excluding any rules regarding the conflict of laws. Any action arising under or in
connection with this Agreement shall be filed in the state or federal courts located in the Northern District of
California.

13. AMENDMENTS. This Agreement comprises the entire understanding of the parties with regard to the
subject matter covered by this Agreement, and this Agreement supersedes any prior understanding,
representation, or agreement of the parties, whether written or oral. This Agreement may only be amended
with a writing agreed by both parties.

14. ELECTRONIC ACCEPTANCE. This Agreement shall be as binding, valid, and enforceable when agreed and
delivered by electronic means (such as with electronic acceptance of this Agreement indicated by clicking an
online interface button stating I accept or by signing with an electronic signature system) as if manually
signed and physically delivered.



By providing the information below and electronically returning this Agreement, I agree with the above terms
and conditions for being an independent contractor for Envoy Commerce Corporation as of the date this
Agreement is electronically completed and submitted.







Printed Name: Tina M. Harris



Address: 5458 Buckner Terrace
Fremont, California 94555



Cell Phone: 510-220-7402


E-mail: tmharris311@gmail.com