Independent Contractor Agreement

Virtual Communications Contractors

Last Updated: December 17, 2023

This Independent Contractor Agreement (“Agreement”) describes the rules, restrictions, and obligations that govern your provision of services through Virtual Communications Platform (“Contracted Services”), as further described in section 3 below. This Agreement is between you, an independent contractor engaged in the business of performing the Contracted Services (“Contractor”), and the relevant Virtual Communications LLC entity with whom you are entering this Agreement. This Agreement will become effective on the date it is accepted regardless of whether Contractor is eligible to, or ever does, perform any Contracted Services.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. AS EACH REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS CONTRACTOR VALIDLY OPTS OUT OF ARBITRATION, AS PROVIDED BELOW). BY ACCEPTING THIS AGREEMENT, CONTRACTOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS, AS APPLICABLE, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

INDEPENDENT CONTRACTOR RELATIONSHIP.

1                Each party acknowledges and agrees that it is, and will at all times during the term of this agreement be deemed, an independent contractor of the other party. Nothing in this agreement is intended to, or will be construed to, create a partnership, agency, joint venture, fiduciary, employment or similar relationship or to create any other form of legal association that would impose liability on one party for the act or failure to act of the other or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other. Consistent with this relationship, each party represents and agrees that it is in the independent business of providing services of the type discussed herein - i.e., Virtual Communications is in the business of providing technology infrastructure and support resources and Company is in the business of providing business services, like the Company Services, to clients, including but not limited to Clients as defined in this agreement, both through the Arise® Platform and otherwise. Each party further represents and agrees that it is in business for itself, brings its own separate and independent skills to bear on its obligations under this agreement, has the full ability to purse and protect its own interests, and is not economically dependent on the other party.

1.2               Each party will have exclusive control of the manner, means, location and details of accomplishing the services that it contracts to provide under this agreement and any Statement of Work and neither party may control the manner in which the other party meets its contractual obligations. Each party will be responsible for the work and activities of all its personnel, including compliance with the terms of this agreement. Company understands and agrees that Statements of Work will contain various deliverables (i.e., outcomes) that the Company will be responsible for, but that the Company will be solely responsible for the manner in which those deliverables are achieved and provided.

1.3               Each party will pay all expenses whatsoever of its offices and activities and be responsible for the acts and expenses of its employees and contractors incurred in connection with this agreement. Each party agrees that it will be solely responsible for, and that it will to report and pay, any contributions for federal, state and local taxes (including, without limitation, Social Security/Medicare (FICA) taxes, unemployment taxes/insurance and other benefits) for itself and its personnel.