By agreeing to do any work on behalf of Yooweb you, the Independent Contractor or "IC", enter into the following agreement.

This agreement supercedes and/or replaces any prior contracts or agreements between the parties.

In consideration of the payments herein provided to be made and the mutual promises, agreements and undertakings herein contained, the parties mutually agree as follows:

SCOPE OF SERVICES

1. IC shall perform the services ("Scope of Services") set forth in Exhibit A—Statement of Work. The failure of IC to use its best efforts to complete the Services shall constitute a material breach of this Agreement.
2. A Yooweb Project Manager shall provide to IC information appropriate for IC to perform the Services.
3. IC shall devote such time to the performance of Services as is necessary for a satisfactory performance; however, IC shall have no obligation to work any particular hours or days or any particular number of hours or days.
4. IC agrees to meet all project deadlines provided in each project's description. 
5. IC agrees to refer all business in association with the Services to Yooweb.
6. IC agrees that he or she will not do any work for any client that has a relationship (current or previous) with Yooweb for his or herself in performing related services during his or her employment and for a period of at least three years after termination of this Agreement, voluntarily or involuntarily, with Yooweb.
7. IC shall provide Yooweb with documentation of work related to the project to which he or she is assigned in the form of comments on the project page. If Yooweb notifies IC of any errors or inadequacies in such example, IC shall promptly correct such errors or inaccuracies.
8. Yooweb will not be responsible to provide IC with necessary items to complete the services, including but not limited to hardware, software, ISP, etc.

INDEPENDENT CONTRACTOR STATUS

1. Yooweb shall not control the details, manner or means by which IC performs the Services in any material respect.
2. Yooweb and IC expressly intend and agree that IC shall be an independent contractor and not an employee of Yooweb. If, notwithstanding such specific intention and agreement, IC is finally adjudged to be an employee of Yooweb by a court of competent jurisdiction, then to the maximum extent permitted by applicable law, such status shall not entitle IC to, and IC specifically waives entitlement to Yooweb employee benefits. In the event IC is finally adjudged to be entitled to any employee benefits by a court of competent jurisdiction, Yooweb shall be entitled to recover from IC the fair market value of any such benefits if, and to the extent that, the monetary compensation payable to IC under this Agreement exceeds the reasonable payment, prorated for the term of this Agreement, that IC would have received if IC had actually been hired, as of the Effective Date of this Agreement, as an employee of Yooweb to do equivalent work.

COMPENSATION AND EXPENSES

1. Yooweb agrees to pay IC, in the manner and to the extent set forth in Exhibit A.

WARRANTIES

1. Independent Contractor warrants that: IC has the unrestricted right, power, and authority to enter into this Agreement. Yooweb may provide training in order to provide the Services under penalty of 50% deduction of payment for the project. For projects paid for on an hourly basis IC may not, under any circumstances, count study hours towards hours worked. Hours submitted by IC will be reviewed by the Project Manager and the Accounting Department to ensure unreasonable hours are not being recorded. The Services will be performed in a good and professional manner and in accordance with any statutes, regulations or ordinances applicable to the Services including, but not limited to, all laws and regulations pertaining to wages and hours of employment, social security, unemployment, Workers' Compensation and the withholding of taxes.
2. The representations and warranties set forth in this Section are continuous in nature.

CONFIDENTIAL INFORMATION

1. IC shall retain in confidence all information of Yooweb, and its clients as appropriate, transmitted to IC by Yooweb under this Agreement, which Yooweb has identified as being confidential or which by the nature of the information (including but not limited to contact information and source code) or the circumstances surrounding the disclosure should be treated as confidential ("Confidential Information"). IC shall refrain from using or exploiting any Confidential Information for any purpose or activity other than those necessary to or contemplated by this Agreement. IC shall not disclose or facilitate the disclosure of Confidential Information to any third party and shall not copy, duplicate, reproduce, distribute or otherwise disseminate Confidential Information except as necessary to or contemplated by this Agreement. IC understands and agrees that Confidential Information constitutes valuable business assets of Yooweb, and its clients as appropriate, and that any unauthorized use or disclosure may cause irreparable damage to Yooweb and its clients. All Confidential Information must be surrendered upon the termination of this Agreement.
2. This Section shall not apply or shall cease to apply to information supplied by Yooweb: (1) if it has come into the public domain without breach of confidence by IC; (2) which was known without restriction of disclosure to IC prior to its first receipt of the same from Yooweb; (3) which is hereafter rightfully furnished to IC by a third party without restriction on disclosure; or (4) is required to be disclosed pursuant to any statutory requirement or court order. In the event Confidential Information is required to be disclosed by any statutory requirement or court order, IC shall promptly notify Yooweb in writing and, upon Yooweb's request, shall assist Yooweb in obtaining a protective order and opposing such disclosure.

INTELLECTUAL PROPERTY

1. Yooweb, and its suppliers as appropriate, own all right, title and interest in and to Yooweb software and materials including, but not limited to, all patent, copyright, trade secret and other proprietary rights embodied therein, whether or not specifically recognized or perfected under relevant laws. IC shall not interfere with or jeopardize Yooweb's title and interest in Yooweb software and materials or take any action toward acquiring any rights in Yooweb Provided Software.
2. All copyrights, copyright registrations and copyrightable subject matter in Yooweb software and materials, whether resulting from IC's Services under this Agreement or based on Confidential Information, shall be the sole and exclusive property of Yooweb and/or Yooweb's suppliers, in Yooweb's sole discretion. IC and Yooweb agree that all copyrightable subject matter created hereunder shall be considered a "work made for hire" as this term is defined in 17 USC §§ 101, 201(b). To the extent that any work may not, by operation of law, be a work made for hire, IC further irrevocably and exclusively assigns and agrees to assign as of the effective date of this Agreement, all of its rights in the copyright to Yooweb, including but not limited to the exclusive use, marketing and distribution rights to such work, and the right where legally possible to secure copyright registrations and similar protections worldwide in the name of Yooweb.

INDEMNIFICATION

IC agrees to indemnify, defend and hold Yooweb harmless from and against any and all losses, liabilities, damages, claims, demand, suits, actions and/or judgments, and all costs and expenses, including attorneys' fees, based upon, or arising out of damage to property or injury (including death) to any person or persons caused by any act or omission of IC or any of IC's agents, employees, contractors or representatives or sustained in connection with the performance of Services hereunder or based upon or arising from the failure by IC to carry out its obligations hereunder or from any unauthorized disclosure of all or part of the Confidential Information by IC or any of IC's agents, employees, contractors or representatives.

TERMINATION

1. This Agreement may be terminated in accordance with the following provisions: (a) by the mutual consent of the parties hereto; (b) if a party has breached the terms of this Agreement, this Agreement may be terminated by the non-breaching party on fifteen (15) days prior written notice to the breaching party providing the breaching party has not cured the breach within the fifteen (15) day notice period; (c) by Yooweb if IC is unable to fulfill the obligations of this Agreement; (d) upon ninety (90) days written notice by either party.
2. Within ten (10) calendar days after termination of this Agreement for any reason, IC shall, at Yooweb's discretion, return to Yooweb or destroy all whole and partial copies of Yooweb Confidential Information regardless of the form of such Yooweb Confidential Information.

NOTICE

Any notice required or permitted hereunder shall be in writing and sent to the address first written above or to such other addresses as the parties may from time to time specify, by United States Mail, First Class postage prepaid, by Federal Express, DHL or similar courier or by hand delivery.

LIMITATION OF LIABILITY

YOOWEB SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT.

MISCELLANEOUS

1. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.
2. IC shall not assign any rights or delegate any obligations hereunder without the prior written consent of Yooweb.
3. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah and the United States of America, specifically excluding the United Nations Convention on Contracts for the International Sale of Goods, and without giving effect to conflict of laws. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Utah. Yooweb and IC hereby consent to the jurisdiction and venue of such courts. If any provision of this Agreement is invalid under any applicable statute or rule of law, such invalidity shall not effect any other provision of this Agreement.
4. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
5. The failure of either party hereto to enforce any right under this Agreement shall not be construed to be a waiver of that right, or of damages caused thereby or of any other rights under this Agreement.
6. This Agreement and the Exhibits hereto encompass the entire Agreement of the parties.
7. The terms of this Agreement may be modified only in a written instrument signed by Yooweb and IC.
8. While at Yooweb's facilities, physical or digital, IC shall have access only to areas designated by Yooweb. IC shall be subject to Yooweb's security requirements.
9. This Agreement has been negotiated by the parties hereto and their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without strict construction in favor of or against either party.

Exhibit A

Statement of Work

1. Scope of Services. IC will assist Yooweb in carrying out the Services as defined in the Yooweb Terms of Service found at http://yooweb.me/content/terms-service. In connection with IC's role as Designer, IC will engage in the following activities agreed to by acceptance of work:
   1. Creation, modification, and support of websites.
   2. Design and modification of logos, flash objects, and other graphics.
   3. Implementation of e-commerce, search engine optimization and web-traffic reporting.
   4. The development of databases and interface for updating web sites.
   5. Meet all deadlines on projects as provided by the Project Manager.
   6. Document, in writing, all actions taken in association with the Services performed in correspondence with the Project Manager.
   7. All other matters connected therewith as the Project Manager shall from time to time direct, and that are of a kind properly belonging to the duties of a Designer.
2. Information. In connection with IC's activities on Yooweb's behalf, Yooweb will cooperate with IC and will furnish to, or cause to be furnished to IC any and all information and data concerning Yooweb (the "Information") which IC reasonably requests and will provide IC with reasonable access to Yooweb's officers, directors, employees, and clients. Except as required by applicable law, IC shall keep confidential all non-public Information and shall not disclose such Information without Yooweb's prior approval to any third party. Yooweb further represents and warrants that any projections of Yooweb's financial results or other information provided by it to holders of Yooweb Debt or Yooweb Securities or other parties to any Transaction will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable. Yooweb acknowledges and agrees that, in rendering its services hereunder, IC will be using and relying on the Information (and information available from public sources and other sources deemed reliable by IC) without independent verification thereof by IC. IC does not assume responsibility for the accuracy or completeness of the Information or any other information regarding Yooweb. Except as required by applicable law, any advice rendered by IC pursuant to this Agreement may not be disclosed publicly without our prior written consent and any reference to IC in any offering or solicitation material is subject to IC's prior written consent, which consent shall not be unreasonably withheld.
3. Compensation. In any consideration of its services pursuant to this Agreement and agreed to by the acceptance of any such activities by IC, IC shall be entitled to receive, and Yooweb shall pay as follows:
   1. The amount disclosed as the "bounty" for the project. No compensation will be given for a project until said project is approved by the Project Manager and the Client. 
   2. Ten percent (10%) of initial client income resultant from a direct sale made by IC. Such commissions shall be calculated on the net amount of said income, after deducting refunds, direct expenses, bad debts, and similar items, and shall be deemed payable only as and when orders have been completed, and have been approved of and actually paid for by the clients.
4. Out-of Pocket Expenses. In addition to the fees described above, Yooweb agrees to promptly reimburse IC, upon request from time to time, for all reasonable out-of-pocket expenses incurred by IC in connection with the performance of its services under this Agreement. IC must advise Yooweb, and obtains approval for such, prior to committing to such expenses. Such reimbursable out-of-pocket expenses plus all other compensation payable to IC shall be made to IC in same day funds, by wire transfer in lawful money of the United States to such accounts in the United States as IC shall designate in written notice to Yooweb and Yooweb shall provide contemporaneous written notice of each such payment to IC at the above address.