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In consideration of the mutual promises and covenants of the parties as herein contained, the parties hereto agree to and contract as follows:

Contractor hereby engages EMG to assist Contractor in marketing Contractor’s services by soliciting product demonstration and merchandising engagements from certain manufacturers (“Client”) and informing Contractor of such engagements that EMG determines are suitable for Contractor. In exchange for such services, EMG shall be entitled to a commission from each Client referred by EMG who engages Contractor, which shall be separately negotiated for each engagement.

The parties acknowledge that EMG is engaged in the demonstration/merchandising referral business. Accordingly, EMG will not provide Contractor with any training or other assistance in completing an engagement that Contractor accepts. In addition, Contractor will provide all necessary equipment to perform the work contracted, unless the Client requests otherwise.

EMG shall maintain, for the benefit of Contractor and other third parties, adequate commercial general liability insurance to cover all acts beyond the control of Contractor. Notwithstanding, Contractor hereby releases, discharges and agrees to hold harmless, EMG, its officers and representatives, any corporation acting under its permission or authority, and any persons or corporations on whose behalf EMG offers an engagement, including any firm that produces and/or distributes the products distributed, from and against any liability caused by Contractor’s acts, omissions or negligence while performing services hereunder. Contractor understands that EMG has no responsibility for any medical expenses incurred by Contractor during or after the term of any engagement hereunder and that Contractor is not eligible to participate in any employee benefit program maintained by EMG.

EMG requires that each Independent Contractor provide a certificate of workman’s compensation insurance in order to perform assignments through EMG. If a certificate is not on file, EMG will deduct 2% from the per diem rate in order to cover the Independent Contractor with workman’s compensation insurance.

As an independent contractor, Contractor shall have exclusive control over the means, methods and details of performing any engagement undertaken hereunder, and assumes all responsibility for all taxes, including Medicare, social security, state and federal Income tax and any applicable unemployment tax, that relate to any services performed by Contractor hereunder.

Contractor has the right to refuse any engagement offered hereunder for any reason and is NOT prohibited from providing similar services, or any other services for any other person. EMG does not promise to offer a sufficient number of Client engagements to allow Contractor to devote full-time or part-time efforts to the performance of services hereunder. Clients who request demonstration/merchandising assignments determine the geographic areas in which engagements are offered.

This Agreement and Release will be interpreted, and its enforceability determined under the laws of the State of Missouri. Any dispute between Contractor and EMG (or any officers, director or employee of EMG) arising of in any way relating to the Agreement, including its validity, enforceability, interpretation, performance or breach, shall be subject to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, or any successor thereto then prevailing. Such arbitration shall be final and binding upon the parties and shall be the sole and exclusive remedy of the parties with respect to any such dispute. The cost of such arbitration shall be borne by the non-prevailing party. This paragraph shall survive the termination of the Agreement.

The invalidity of any term of the Agreement and Release shall not invalidate or otherwise affect any other term hereof. Contractor has read this Agreement and Release and by affixing his or her signature below hereby warrants that Contractor fully understands the significance of Contractor’s status as an Independent Contractor.