INDEPENDENT CONTRACTOR AGREEMENT



The Service Excellence Group, Inc., 13523 Ladue Farm Road, Saint Louis, Missouri 63141 (hereafter "Owner") and (name) ,
(address) (hereafter "Contractor") hereby enter into this Agreement on this 12th day of May, 2008, pursuant to which Owner agrees to furnish certain work product specified in this Agreement .

WITNESSETH:

WHEREAS, Owner desires that Contractor furnish certain work product to Owner;

WHEREAS, Owner and Contractor each desire that Contractor, in furnishing work product hereunder, operate as an independent contractor and not as an employee, servant, agent, partner or joint venturer of Owner; and,

WHEREAS, Contractor understands that it will be furnishing work product under this Agreement as an independent contractor and not as an employee of Owner and therefore will be solely responsible for all federal, state and local tax obligations imposed with respect to payments received from Owner; that Owner will not pay any Federal Insurance Contribution Act ("FICA"), Federal Unemployment Tax Act ("FUTA"), or state unemployment taxes; will not withhold and pay on Contractor’s account any income tax withholding or FICA, FUTA, or state unemployment taxes and will not cover Contractor for Worker’s Compensation purposes. Neither Contractor nor any of its employees shall be entitled to receive any benefits which Owner’s employees may be entitled to receive, including but not limited to medical insurance, life insurance, paid vacation, paid holidays, pension or profit sharing.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby agree as follows:

A. Work Product to be furnished: Owner hereby engages Contractor to furnish the work product hereafter referred to as "Mystery Shopping", which also may be known as Customer Service Evaluation, Customer Service Auditing, Secret Shopping and other terms.

B. Price and Payment Terms: Owner hereby agrees to pay Contractor in accordance with the price and payment terms set forth for each job accepted by Contractor, and Contractor hereby agrees to accept such amount(s) as payment in full for the work product designated therein and to sign such waivers of lien, affidavits and receipts as Owner shall request in order to acknowledge payment.

C. Instructions and Training: Owner will provide no instructions or training to Contractor. While Owner will provide to Contractor the specifications with which Contractor’s final work product must comply, Contractor retains full independence in exercising its judgment regarding the time, place, means and manner by which it creates said work product.

D. Business of Contractor: Contractor hereby represents that it is engaged in the business of providing the work product referenced in "A" above and will provide Owner with it’s Federal Tax Identification Number.

E. Expenses: With the exception of the actual direct costs of merchandise purchased on behalf of and for delivery to Owner pursuant to delivery of work product, Contractor shall be solely responsible for all expenses incurred and shall furnish any tools, equipment, and materials necessary for execution of its duties under this Agreement. Contractor will not have any rights of reimbursement against Owner for any expenditures pertaining thereto.

F. Risks and Releases: Contractor shall perform its work towards fulfillment of its duties under this Agreement at its own risk, including but not limited to responsibility for condition of tools, equipment, material and job site. Independent Contractor, for and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby (1) agrees to indemnify, save and hold harmless Owner, Owner’s agents, any entities with whom Owner has established a client or customer relationship, and employees and their respective successors and assigns, (herein collectively referred to as "Releases") from and against any and all claims, demands, causes of action, suits, proceedings, costs, expenses (including attorney’s fees), and damages arising out of or related to, alleged to arise out of or relate to, this Agreement and/or the services to be performed pursuant hereto, and (2) waives, releases, acquits and forever discharges Releases from any and all claims, damages and causes of action which Independent contractor has or may have against Releases, arising out of or related to this Agreement and/or the services to be performed hereunder.

Contractor further attests herein that it holds adequate insurance coverage for any use of Contractor’s personal automobiles or other transportation to or from job site in connection with performance of work product. Within ten (10) days of request by Owner, Contractor shall provide proof of insurance deemed adequate by Owner in its sole discretion.

G. Reports: Other than a completion report for each job assignment accepted, Contractor has no duty to provide any progress reports to Owner.

H. Exclusivity: Contractor may enter into agreements to provide similar work product for others provided that the nature and terms of said agreement do not compromise Contractor’s ability to perform its duties under this Agreement in a manner satisfactory to Owner.

I. Assignment: Owner may assign any or all of its rights and duties under this Agreement at any time and from time to time without the consent of Contractor. Contractor retains full responsibility for all duties, liabilities and any obligation’s of any nature, whatsoever, for which Contractor is responsible by virtue of its entering into this Agreement. Contractor may not, without the prior knowledge and consent of Owner, designate or assign other individuals, employees or subcontractors to perform work jobs which contractor has expressly accepted and agreed to do under this agreement for Owner.

J. Term: This Agreement is effective as of the date first above written and shall continue in effect until canceled by either party upon written notice to the other. However, this Agreement exists only to define and describe the terms and conditions which shall apply on a job by job basis to any projects which may now or in the future be assigned to and accepted by Contractor, not to create or imply any other sort of ongoing relationship between Owner and Contractor. The Agreement continues in effect, 1) in order to govern any rights and duties of either party created by this Agreement continues in naturally survive the furnishing of the work product, and, 2) as a matter of convenience, to obviate the need for execution of new document in the event that Owner and Contractor elect in the future to add any projects to Schedule A not part of it as of the date of this Agreement. Other than those projects currently attached as part of Schedule A, Contractor has not obligation, whatsoever, to accept any projects which Owner may offer to Contractor, nor is Owner obligated to offer any future projects to Contractor.

K. Choice of Law: This Agreement shall be governed by, and construed in accordance with, the laws of the state of Missouri.

L. Agreement Supersedes Any Previous Agreement: This agreement is intended to supersede and replace any and all previous agreements, either oral or written, between the parties hereto, including any and all amendments thereto.

M. Modification: No modification, amendment or change to this Agreement shall be binding on Owner or on Contractor unless and until same shall have been approved in writing by both parties. This agreement constitutes the entire agreement between Owner and Contractor.

N. Severability: If any provision of this Agreement shall be held invalid or unenforceable for any reason, then such invalidity or unenforceability shall not affect any other part of this Agreement, and the parts of this Agreement not invalid or unenforceable shall remain in full force and effect.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.


To become a shopper on our system:
• Read all of the text above.
• Choose "yes" if you agree, fill in your name in the space provided and click on "submit"
• You will be brought to a page where you can then enter our online system.

I have read the above document and agree:    
Full Name