INDEPENDENT CONTRACTOR AGREEMENT 

This Independent Contractor Agreement (Agreement) is made between ELM, and Contractor on the date the Contractor’s membership is approved on www.becomeacovidtestingsite.com.

BACKGROUND 

ELM and Contractor acknowledge the following. 

ELM is in the business of COVID-19 Testing Services and more specifically, the sale of Healgen Scientific, Cellex, or BD Venitor. Covid-19 Rapid Test Kits. ELM and Contractor want to enter into an independent contractor relationship under which Contractor sells to medical providers and buyers - Healgen Scientific, Cellex, or BD Venitor. Covid- 19 Rapid Test Kits - on behalf of ELM. In connection with Contractor’s services to ELM, Contractor acknowledges that Contractor will have access to Confidential Information and that ELM: 

has invested and continues to invest significant time, expense, and specialized knowledge in developing this Confidential Information; enjoys a competitive advantage in the marketplace based on the Confidential Information; and would be irreparably harmed if competitors obtained the Confidential Information or if it became publicly available. The parties therefore agree as follows. 

Article 1 ENGAGEMENT OF CONTRACTOR 

Section 1.01 Engagement of Contractor ELM engages Contractor on a non-exclusive basis to perform services relating to the business of ELM and its affiliates as requested by ELM from time to time during the Term, including the services described on Exhibit A (Services). Contractor accepts this engagement. During the Term, Contractor shall devote the necessary time, energy, and abilities to perform the Services in a timely and productive manner. Contractor shall cooperate with ELM in any reasonable manner in connection with the Services. 

 

Independent Contractor Agreement 

Section 1.02 Time, Manner, and Means of Work Conduct

Contractor will decide when, where, and the manner and means by which Contractor will conduct the activities required to perform the Services. Contractor will perform the Services at such times as are convenient to Contractor. Contractor must remain reasonably available to render the Services.

Section 1.03 Other Business Activities 

Contractor may be engaged or employed in any other business, trade, profession, or other activity that does not place Contractor in a conflict of interest with ELM. 

Section 1.04 Tools, Supplies, and Equipment

Contractor shall supply, at Contractor’s sole expense, all equipment, tools, materials, and supplies required to perform the Services.

Section 1.05 Contractor’s Employees and Subcontractors 

Any persons employed or engaged by Contractor to perform the Services are Contractor’s employees or subcontractors. Any employee or subcontractor engaged by Contractor to perform the Services must be qualified to perform the assigned duties. Contractor shall provide any required training. Contractor is solely responsible for paying its employees and subcontractors. Contractor is fully responsible for its employees and subcontractors and shall indemnify ELM against any claims made by them or on their behalf. 

Section 1.06 No Employer-Employee Relationship

Nothing in this Agreement creates an employer-employee, joint-venture, or partnership relationship between ELM and Contractor. Contractor may not take any position contrary to Contractor’s status as an independent contractor. Contractor has no authority to act as an agent of ELM or for or on behalf of ELM in any capacity whatsoever or to assume or create any obligation of any kind—express or implied—on behalf of ELM. Contractor accepts the responsibility placed on an independent contractor by federal and state laws and regulations and other applicable rules and regulations. Contractor shall provide evidence to ELM of fulfillment of those laws, rules, and regulations if requested. 

Section 1.07 ELM Benefits and Obligations

Contractor is not eligible to participate in any workers’ compensation, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or in any other fringe benefits or benefit plans ELM offers to its employees. ELM is not responsible for withholding or paying any income, payroll, Social Security or other federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining workers’ compensation insurance on Contractor’s behalf. Contractor is responsible for, and shall indemnify ELM against, all such taxes or contributions, including penalties and interest.

Section 1.08 Indemnification 

Contractor shall defend, indemnify, and hold harmless ELM and its affiliates and their officers, directors, employees, agents, successors and assigns from and against 

Independent Contractor Agreement 

all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, or expenses of any kind (including reasonable attorneys’ fees) arising out of or resulting from: 

bodily injury, death of any person, or damage to real or tangible, personal property resulting from Contractor’s acts or omissions; Contractor’s breach of any representation, warranty or obligation under this Agreement; all taxes or contributions, including penalties and interest due to Contractor’s failure to properly withhold; and any claims made by or on behalf of any of Contractor’s employees or subcontractors. ELM may satisfy an indemnity (in whole or in part) by deducting the amount from any payment due to Contractor. ELM shall defend, indemnify, and hold harmless Contractor and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, or expenses of any kind (including reasonable attorneys’ fees) arising out of or resulting from: 

bodily injury, death of any person, or damage to real or tangible, personal property resulting from ELM or Healgen Scientific, Cellex, or BD Venitor’s acts or omissions; ELM or Healgen Scientific, Cellex, or BD Venitor’s breach of any representation, warranty or obligation under this Agreement; all taxes or contributions, including penalties and interest due to ELM’s or Healgen Scientific, Cellex, or BD Venitor’s failure to properly withhold; malpractice or product liability from or for any of the products or services that Contractor sells or markets for ELM or Healgen Scientific, Cellex, or BD Venitor’s; and any claims made by or on behalf of any of ELM or Healgen Scientific, Cellex, or BD Venitor’s employees or subcontractors. 

Article 2 COMPENSATION AND EXPENSE REIMBURSEMENT 

Section 2.01 Compensation 

For Purchase Orders and any Re-Orders: During the term of this Agreement, Contractor will earn and ELM will pay Contractor 50% of the net profits with the opportunity for promotions, as calculated on the date the purchase order at fixed prices per quantity, or re-order, is signed by the buyer, unless Contractor is in default of Contractor’s duties under this Agreement. If Contractor is in default of Contractor’s duties under this Agreement, ELM is not obligated to pay Contractor. ELM shall provide an IRS Form 1099-MISC to Contractor. Contractor is solely responsible for all federal, state, and local taxes. 

Contractor’s Commission is dependent upon the volume of kits purchased – originally and all re- orders - by the same purchaser during the term of this Agreement. Contractor’s Commission percentage will increase as additional kits are purchased/re-ordered by the same purchaser during 

Independent Contractor Agreement

the term of this Agreement and is calculated on the cumulative amount of kits, purchased or re- ordered by the same purchaser, during the term of this Agreement. 

ELM will not charge-back or reduce Contractor’s compensation for buyers’ failure to satisfy buyers’: (1) contractual obligations with ELM; (2) failure to pay the entire contractual amount; and/or (3) deviation from buyers’ originally signed contract with ELM. ELM is responsible to remit any and all compensation to Contractor signed during the term of this agreement, but due after the expiration of this agreement. 

Exhibit C: 

Section 2.02 Invoicing 

Contractor shall submit invoices on a weekly basis. Each invoice must include a description of the Services provided and the amount of compensation due. ELM will 

Independent Contractor 

pay invoices within 15 days of receipt. Contractor will submit invoices to ELM through email to eric.lankford@becomeacovidtestingsite.com

The date of the email will be considered the date of Contractor’s invoice submission.

Section 2.03 Reimbursement

for Business Expenses 

During the Term, ELM shall reimburse Contractor for some expenses incurred by Contractor in connection with performing the Services in accordance with ELM’s reimbursement policies, which ELM may amend from time to time. Expenses include, but are not limited to: (1) meals and entertainment expenses for any buyer that Contractor contacts; (2) for travel outside the DFW Metropolitan Area - travel expenses to include airfare, lodging, rental car and fuel, incidentals, and per diem for meals as published by the IRS for the appropriate time period; and (3) licensing and government authorization fees. 

Contractor will submit a monthly expense report to ELM by the 5th of the following month. ELM will reimburse Contractor within 15 days of the date of Contractor’s emailed expense report. Contractor will email their monthly expense report to eric.lankford@becomeacovidtestingsite.com. The date of the email will be considered the date of Contractor’s expense report submission. 

 

Article 3 TERM 

Section 3.01 Term of Agreement

The terminated term of sooner this Agreement under Section begins on the date Contractor is approved for membership. This Agreement and ends 1 is year then from renewable signed for dated, 12 months unless increments. 

Section 3.02 Termination 

ELM may terminate this Agreement under any of the following circumstances: 

Contractor’s breach of this Agreement; Contractor’s failure to cure a material breach of this Agreement within 15 days of Contractor’s receipt of written notice of the breach; or Contractor’s death or bankruptcy. 

Termination will be effective immediately upon Contractor’s death or receipt of written notice of termination. Upon termination, all earned but unpaid compensation due to Contractor will be prorated based on the work performed up to and through the termination date. 

Independent Contractor Agreement 

Section 3.03 Contractor’s Duties on Completion or Termination

When this Agreement is completed or is terminated by either party, Contractor shall promptly deliver to ELM all Confidential Information that is or has been in Contractor’s possession or under Contractor’s control. This includes, without limitation, originals and copies—electronic or otherwise—of any Confidential Information. 

Article 4 NON-DISCLOSURE PROVISIONS 

Section 4.01 Non-Disclosure Agreement 

Without limiting the applicability of any other agreement to which Contractor is subject, Contractor may not directly or indirectly disclose or use any Confidential Information at any time during or after Contractor’s independent contractor relationship with ELM. This restriction includes the use of Confidential Information for personal, commercial, or proprietary advantage or profit. Contractor shall take all appropriate steps to safeguard the information and to protect it against disclosure, misuse, espionage, loss, and theft. Upon ELM’s request, Contractor will promptly return or destroy all copies of the Confidential Information. 

Section 4.02 Confidential Information Defined For purposes of this Agreement, Confidential Information means trade secrets, proprietary information, and other information belonging to ELM or any subsidiary or affiliate of ELM that are not generally known to the public, including information about business plans, financial statements, and other information provided under this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, or other business documents that ELM or any subsidiary or affiliate of ELM treats as confidential, in any format whatsoever including oral, written, and electronic. Examples of Confidential Information include the items on the following list, which is not exhaustive: 

all information, formulae, compilations, software programs (including object codes and source codes), devices, methods, techniques, drawings, plans, experimental and research work, inventions, patterns, processes and know-how—whether patentable and whether at a commercial stage—related to ELM or any subsidiary or affiliate of ELM; the names, buying habits, or practices of any customers of ELM or any subsidiary or affiliate of ELM; marketing methods and related data of ELM or any subsidiary or affiliate of ELM; the names of any vendors or suppliers of ELM or any subsidiary or affiliate of ELM; the cost of materials to ELM or any subsidiary or affiliate of ELM; the prices ELM or any subsidiary or affiliate of ELM obtains or has obtained or at which it sells or has sold its products or services; 

Independent Contractor Agreement 

Lists or other written records used in the business of ELM or any subsidiary or affiliate of ELM; compensation paid to employees and other employment terms of ELM or any subsidiary or affiliate of ELM; all information that ELM or any subsidiary or affiliate of ELM has a legal obligation to treat as confidential or that ELM or any subsidiary or affiliate of ELM treats as proprietary; or any other confidential information concerning the business of ELM or any subsidiary or affiliate of ELM, their manners of operation, or other confidential data of any kind, nature, or description. 

The parties stipulate that Confidential Information derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use and is the subject of secrecy efforts that are reasonable to uphold under the circumstances. All Confidential Information is and will remain ELM’s sole property. Any breach of Contractor’s duties with regard to the Confidential Information is a material breach of this Agreement. 

Section 4.03 Certain Information Not Considered Confidential

The restrictions of Section 4.01 do not apply to Confidential Information that: 

is or becomes generally available to the public other than as a result of a disclosure by Contractor in violation of this Agreement; is or becomes available to Contractor on a non-confidential basis before its disclosure to Contractor in compliance with this Agreement; or is or has been independently developed or conceived by Contractor without using Confidential Information. 

Section 4.04 Permitted Disclosures

Nothing in Section 4.01 prevents Contractor from disclosing Confidential Information: 

upon the order of any court or administrative agency, upon the request or demand of any regulatory agency or authority having jurisdiction over Contractor, or to the extent compelled by legal process or required or requested under subpoena, interrogatories, or other discovery requests; as necessary in connection with exercising any remedy under this Agreement; or in connection with Contractor’s independent contractor relationship with ELM, to Contractor’s legal counsel and accountants who, in Contractor’s reasonable judgment, need to know the Confidential Information and agree to be bound by the provisions of Section 4.01 as if a party. Contractor must not make any disclosure permitted by this Section (other than disclosure to Contractor’s own legal counsel in connection with Contractor’s independent contractor relationship with ELM) before notifying ELM as far in advance of the disclosure as practicable. Notice to ELM 

Independent Contractor Agreement 

must state the purpose of the disclosure and the means taken to ensure that any disclosed Confidential Information remains confidential. 

Section 4.05 Safeguarding Confidential Information

Contractor shall take all appropriate steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Contractor must not use, reproduce, or store Confidential Information on a computer or electronic device that may be accessible to persons to whom disclosure is prohibited under this Agreement. Section 4.06 Required Disclosures 

If Contractor is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation, demand, or similar process from a governmental authority, agency, or tribunal) to disclose any Confidential Information, Contractor shall promptly notify ELM of the request so that ELM may seek a protective order or other appropriate remedy. Contractor shall cooperate with ELM with respect to any such proceeding. 

Article 5 INTELLECTUAL PROPERTY 

Section 5.01 ELM Ownership of Intellectual Property

ELM is the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of all Intellectual Property. For purposes of this Agreement, Intellectual Property means all ideas, concepts, designs, inventions, discoveries, and improvements that are the direct or indirect result of the Services performed under this Agreement. This includes all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether made solely or jointly with others; whether patentable; and whether the conception, discovery, or making involves the use of ELM’s time, facilities, equipment, or personnel. Section 5.02 Moral Rights 

Any copyright assignment under this Agreement includes all moral rights. Moral rights are paternity, integrity, disclosure, withdrawal, and any other rights in the copyrighted material. Contractor irrevocably waives, if permitted by law, all claims to all moral rights with respect to the Intellectual Property resulting from the Services performed under this Agreement that Contractor may now or later have in any jurisdiction.

Section 5.03 Future Cooperation 

At ELM’s request, Contractor shall promptly take any further actions— including signing and delivering all appropriate conveyance documents—necessary to assist ELM to prosecute, register, perfect, record, or enforce its rights in any Intellectual Property resulting from the Services performed under this Agreement. If ELM is unable, after reasonable effort, to obtain Contractor’s signature on any required documents, Contractor irrevocably appoints ELM as Contractor’s agent and attorney in fact, to act on Contractor’s behalf to sign and deliver any required document and to do all other lawful acts to further the prosecution and issuance of patents, 

Independent Contractor Agreement 

copyrights, or other Intellectual Property resulting from the Services performed under this Agreement with the same legal force and effect as if Contractor had signed and delivered them. Contractor agrees that this power of attorney is coupled with an interest.

Section 5.04 License to Use Pre-Existing Materials 

Despite the terms of this Agreement, if any of Contractor’s pre-existing materials are in the Intellectual Property resulting from the Services performed under this Agreement, Contractor retains ownership of the pre-existing materials and grants to ELM an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon, the pre-existing materials. ELM may assign, transfer, and sublicense these rights to others without Contractor’s approval. Except for any pre-existing materials, Contractor has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Intellectual Property resulting from the Services performed under this Agreement. Contractor has no right or license to use ELM’s trademarks, service marks, trade names, logos, symbols, or brand names. 

Section 5.05 Employee and Subcontractor Obligations

Contractor shall require each of its employees and contractors to sign written agreements securing ELM’s rights provided for in this Article before the employee or subcontractor provides any Services under this Agreement. 

Section 5.06 Prompt Disclosure

Contractor shall promptly disclose to ELM all Intellectual Property that Contractor may conceive, discover, or make during the Term of this Agreement resulting from the Services performed under this Agreement. 

Section 5.07 Patent Protection

At ELM’s request, Contractor shall sign: 

any instrument necessary for filing and prosecuting patent applications in the United States and elsewhere, including divisional, continuation, revival, renewal, or reissue applications covering any Intellectual Property; and all instruments necessary to vest title to the Intellectual Property in ELM (or its nominee). 

Contractor further agrees to cooperate and assist ELM in preparing, filing, and prosecuting all such patent applications and in pursuing or defending any litigation upon Intellectual Property covered by this Agreement. ELM bears all expenses involved in prosecuting the patent applications it wants to file. 

Section 5.08 Shop Rights

ELM has a perpetual, royalty-free, non-exclusive right to use, make, license, and sell products, processes, and services derived from any Intellectual Property, discoveries, designs, improvements, concepts, ideas, works of authorship—whether patentable or not—including processes, methods, formulae, and related techniques or know-how that are not 

Independent Contractor Agreement 

Within the scope of Intellectual Property as defined above, but that are conceived or made by Contractor during regular working hours or with the use of ELM’s facilities, materials, or personnel.

Section 5.09 ELM Owns Developments 

ELM is the sole and exclusive owner of all Developments. For purposes of this Agreement, Developments means all rights, titles, and interests throughout the world in and to all the results and proceeds of all modifications, alterations, enhancements, betterment, ideas, or discoveries that are the direct or indirect result of Contractor’s access to Confidential Information.

Section 5.10 Assignment of Intellectual Property Rights 

Contractor agrees that all Intellectual Property is perpetually, irrevocably, and unconditionally assigned, transferred, and conveyed to ELM as its sole and exclusive property. Contractor agrees to use commercially reasonable efforts at ELM’s sole cost and expense to assist ELM in obtaining any copyrights or patents for such Intellectual Property, including the disclosure of all pertinent information and data, the execution of all applications, specifications, oaths, and assignments, and all other instruments and papers that ELM deems necessary to apply for and to assign or convey to ELM, its successors and assigns or nominees, the sole and exclusive right, title, and interest in and to such Intellectual Property. Contractor agrees to obtain or has obtained written assurances from its employees and subcontractors of their agreement to these terms with regard to the Intellectual Property, and to promptly furnish such assurances to ELM upon ELM’s request. 

Contractor warrants that Contractor has good title to any Intellectual Property, and the right to assign Intellectual Property to ELM free of any and all rights of any other party or any other encumbrance whatsoever.

Section 5.11 Assignment of Developments 

Contractor perpetually, irrevocably, and unconditionally assigns, transfers, and conveys to ELM Contractor’s right, title, and interest in and to all Developments that Contractor may conceive, discover, or make during the Term of this Agreement to ELM or its nominee) without additional consideration. 

This applies to all Developments and/or Intellectual Property, whether made solely or jointly with others, whether patentable, and whether the conception, discovery, or making involves the use of ELM’s time, facilities, equipment, or personnel. If any Development and/or Intellectual Property assigned under this Agreement is based upon, is incorporated into, is an improvement or derivative of, or cannot reasonably be made, used, reproduced, or distributed without using or violating technology or rights owned or licensed by ELM and not assigned under this Agreement, Contractor shall grant ELM a perpetual, worldwide, royalty-free, non-exclusive and sub- licensable right and license to any assigned Developments and/or Intellectual Property (including any modifications, improvements and derivatives). 

Independent Contractor Agreement 

Article 6 DISPUTE RESOLUTION 

This Article supersedes any rules governing mediation or arbitration under the law of any jurisdiction.

Section 6.01 Resolving Disputes between ELM and Contractor

ELM and Contractor shall use the procedure outlined in this Article to resolve any dispute, contest, or claim that may result among them that may relate to this Agreement. The purpose of the alternative dispute resolution procedures in this Article is to resolve all disputes, contests, and claims without litigation. Section 6.02 Notice of Controversy and Designating Authorized Representatives 

Any party (claimant) who has any dispute relating to this Agreement shall provide written notice to any other person that has an interest in the controversy (respondents) describing the general nature of the controversy. The notice must designate an Independent Person as an authorized representative who is empowered to fully settle the controversy on behalf of the claimant. Two or more claimants may designate a common authorized representative. Each respondent shall also designate an Independent Person as an authorized representative who is empowered to fully settle the controversy on behalf of the respondent. Two or more respondents may designate a common authorized representative. 

Written notice of the designation of the authorized representatives must be delivered to each party within 10 business days from the date the respondents receive notice of the controversy. 

Section 6.03 Beginning the Dispute Resolution Procedure

The authorized representatives shall conduct an initial meeting within 30 days from the date the claimant’s notice is delivered to the respondents. The authorized representatives are entitled to collect and review all relevant evidence pertaining to the controversy and to negotiate and resolve the controversy. Resolution of any controversy by the authorized representatives is conclusive and binds all parties. If the authorized representatives do not resolve the controversy within 30 days from the date of their initial meeting, they shall discontinue direct negotiations and submit the controversy to mediation. 

Section 6.04 Selecting a Mediator

Within five days of discontinuing direct negotiations, the authorized representatives shall exchange written lists of natural persons whom they consider to be qualified to serve as a mediator. Within 15 days after they exchange these lists, the authorized representatives shall agree upon one mediator to mediate the controversy. If the authorized representatives do not agree on a mediator, the controversy will be submitted to binding arbitration under Section 6.10. 

Section 6.05 Time and Place for Mediation Conference

The authorized representatives shall promptly designate a mutually convenient time and place for the mediation. If the authorized representatives fail to do so, the controversy will be submitted to binding arbitration under Section 6.10. 

Independent Contractor Agreement 

Section 6.06 Discovery and Exchange of Information

The authorized representatives are entitled to fully discover, obtain, and review all information relevant to resolving any controversy. Section 6.07 Delivery of Written Summaries; Authority to Obtain Professional Assistance 

At least seven days before the first mediation conference, each authorized representative shall deliver to the mediator a concise written summary of fact and law about the issues. The authorized representatives and the mediator may retain legal counsel, accountants, appraisers, and other experts whose opinions may assist the mediator in resolving the controversy. 

Section 6.08 Conducting Mediation

The mediator shall determine the format for mediation conferences, ensuring the authorized representatives have an equal opportunity to review the evidence and any relevant technical and legal presentations. The mediator shall determine the time schedule for resolving the mediation and shall attempt to facilitate the parties’ efforts to achieve final resolution of all disputed issues. If the mediator is unable to facilitate a final resolution of all issues, the unresolved issues will be submitted to arbitration under Section 6.10. Section 6.09 Final Determinations Bind All Parties 

Any final determination made by the authorized representatives, mediator, or arbitrator binds each party who receives notice of a controversy, even if the party does not respond or designate a representative or the party’s authorized representative fails or refuses to participate in the designation of a mediator. 

Section 6.10 Arbitration

If any controversy is not finally resolved according to the alternative dispute resolution procedures in this Article, the parties to the controversy shall submit to mandatory and binding arbitration. The controversy will be settled by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s judgment may be entered in any court having competent jurisdiction. If the arbitrator determines that the evidence produced through the arbitration process is insufficient to support a decision, the arbitrator may conclude the arbitration proceedings without a decision. 

Section 6.11 Settlement

during Mediation or Arbitration At any time before the conclusion of any mediation or arbitration, the authorized representatives may enter an agreement to resolve the controversy. Any settlement agreement will be conclusive and bind all parties. 

Section 6.12 Right to Seek Equitable Relief

If a party materially breaches this Agreement and if the other parties determine in good faith that immediate relief is necessary, the parties alleging the material breach may seek temporary restraining orders, preliminary injunctions, or similar temporary and equitable relief in a court of competent jurisdiction. 

Independent Contractor Agreement 

Section 6.13 Prevailing Party Is Entitled to Recover All Reasonable Costs

The prevailing party in any dispute between the parties is entitled to recover from the losing party all reasonable costs incurred, including any attorney’s fees and any costs of mediation, arbitration, court fees, appraisals, and expert witnesses.

 

Article 7 

GENERAL MATTERS 

Section 7.01 Acceptance

Each party has reviewed this Agreement, accepts all its provisions, and agrees to be bound by all its terms. Section 7.02 Successors 

Except as otherwise provided in this Agreement, all provisions of this Agreement bind, inure to the benefit of, and are enforceable by and against the respective heirs, executors, administrators, personal representatives, successors, and permitted assigns of any of the parties to this Agreement.

Section 7.03 No Waiver 

Any party’s failure to insist upon strict performance of any provision or obligation of this Agreement for any period is not a waiver of that party’s right to demand strict compliance in the future. An express or implied consent to or waiver of any breach or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default in the performance of the same or of any other obligation.

Section 7.04 Governing Law 

This Agreement is governed, construed, and administered according to the laws of Arizona, as from time to time amended, and any applicable federal law. No effect is given to any choice-of- law or conflict-of-law provision or rule (whether of Arizona or any other jurisdiction) that would cause the application of the law of any jurisdiction other than those of Arizona. 

Section 7.05 Venue; Submission to Jurisdiction

A cause of action arising out of this Agreement includes any cause of action seeking to enforce any provision of or based on any matter arising out of or in connection with this Agreement or the transactions contemplated by it. Except as provided in Article Six, the parties agree that any suit, action, or proceeding—whether in contract, tort, or otherwise—arising out of this Agreement must be brought in a state or federal court or courts located in the State of Arizona and in the county of or nearest to ELM’s principal office if one of these courts has subject- matter jurisdiction over the suit, action, or proceeding. Any cause of action arising out of this Agreement is deemed to have arisen from a transaction of business in Arizona. Each party irrevocably consents to the jurisdiction of these courts (and their respective appellate courts) in any cause of action arising out of this Agreement. Each party irrevocably waives—to the fullest extent permitted by applicable law—any objection that it may have now or later to the venue of any action arising out of this Agreement in any of these courts, including an inconvenient forum petition. 

Independent Contractor Agreement 

Service of process, summons, notice, or other document by registered mail to the address set forth in Section 7.10 is effective service of process for any suit, action, or other proceeding brought in any court.

Section 7.06 Waiver of Jury Trial 

Each party to this Agreement acknowledges and agrees that any controversy arising out of this Agreement is likely to involve complicated issues. Therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury for any cause of action arising out of this Agreement. 

Section 7.07 Equitable Remedies

Each party to this Agreement acknowledges that its breach or threatened breach of its obligations under this Agreement would give rise to irreparable harm to the other parties and monetary damages would not be an adequate remedy. Therefore, each party to this Agreement agrees that if any party breaches or threatens to breach any of its obligations, each of the other parties to this Agreement will be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other equitable relief available from a court of competent jurisdiction (without any requirement to post bond). These equitable remedies are in addition to all other rights and remedies that may be available in respect of the breach. Section 7.08 Attorneys’ Fees 

If any party to this Agreement institutes any legal cause of action—including arbitration—against another party arising out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in conducting the cause of action, including reasonable attorneys’ fees and expenses and court costs. 

Section 7.09 Remedies Cumulative

Except to the extent this Agreement expressly provides otherwise, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise. 

Section 7.10 Notices

Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other communications called for under this Agreement must be in writing and will be deemed to have been given: 

when delivered by hand (with written confirmation of receipt); when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); on the date sent by facsimile or email as a PDF document (with confirmation of transmission) if sent during recipient’s normal business hours, and on the next business day if sent after normal business hours of the recipient; or on the 15 day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. If notice is required to be given to a minor or incapacitated individual, notice must be given to the minor or incapacitated individual’s parent or Legal Representative. 

Independent Contractor Agreement

The written notice must be sent to the respective parties at the party’s last known address (or at the address a party has specified in a notice given in accordance with this Section). Notice to Contractor may be sent to the address listed in this Agreement.

Section 7.11 Modification for Legal Events 

If any court of competent jurisdiction determines that any provision or any part of a provision set forth in this Agreement is unenforceable because of its duration or geographic scope, the court has the power to modify the unenforceable provision instead of severing it from this Agreement in its entirety. The modification may be made by rewriting the offending provision, by deleting all or a portion of the offending provision, by adding additional language to this Agreement, or by making other modifications as it determines necessary to carry out the parties’ intent to the maximum extent permitted by applicable law. The parties expressly agree that this Agreement as modified by the court is binding upon and enforceable against each of them. 

Section 7.12 Severability

The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement. Subject to Section 7.11, upon a determination that any provision is invalid, illegal, or unenforceable, the parties to this Agreement shall negotiate in good faith to modify this Agreement to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated by this Agreement can be consummated as originally contemplated to the greatest extent possible. 

Section 7.13 Separate Counsel

By signing this Agreement, each party acknowledges that this Agreement is the product of arms- length negotiations between the parties and should be construed as such. Each party acknowledges that he or she has been advised to seek separate counsel and has had adequate opportunity to do so. Section 7.14 Entire Agreement 

This Agreement constitutes the sole and entire agreement of its parties with respect to the Agreement’s subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties—both written and oral—with respect to the subject matter. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others.

Section 7.15 No Third-Party Beneficiaries 

This Agreement is for the sole benefit of its parties and their respective heirs, executors, administrators, successors, and assigns. Nothing in this Agreement, express or implied, confers any legal or equitable right, benefit, or remedy of any nature whatsoever upon any other person or the creditors of any person. 

Independent Contractor Agreement 

Section 7.16 Amendments

No provision of this Agreement may be amended or modified except by a written instrument executed by all parties to this Agreement.

Section 7.17 Notice of Immunity from Liability for Certain Disclosures 

Contractor will not be held criminally or civilly liable under any federal or state trade secret law for a disclosure of a trade secret, as long as the disclosure is made: 

in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. This Section is intended to comply with the immunity provided by the United States Code from liability resulting from disclosures of trade secrets under the conditions described in this Section. Nothing in this Independent Contractor Agreement is intended to conflict with 18 U.S.C. § 1833(b). If there is a conflict between this Section and any other Section of this Independent Contractor Agreement, this Section will control. 

Section 7.18 Multiple Originals; Validity of Copies

This Agreement may be signed in any number of counterparts, each of which will be deemed an original. Any person may rely on a copy of this Agreement that any party to this Agreement certifies to be a true copy to the same effect as if it were an original. 

Article 8 DEFINITIONS AND INTERPRETATION 

Section 8.01 Definitions

For purposes of this Agreement, to the extent they appear herein, the following terms have the following meanings. 

(a) Agreement Agreement means this Independent Contractor Agreement. (b) ELM ELM means ELM. (c) Confidential Information Confidential Information is defined in Section 4.02. (d) Contractor means Contractor  (e) Developments Developments is defined in Section 5.09. 

Independent Contractor Agreement 

(f) Independent Person Independent Person means any person who is not related to or subordinate to a claimant or respondent and has no personal or financial stake in the resolution of the controversy other than fair and reasonable compensation for services provided to resolve the controversy. (g) Intellectual Property Intellectual Property is defined in Section 5.01. (h) Legal Representative With respect to any individual, Legal Representative means a person’s guardian, conservator, executor, administrator, trustee, or any other person representing a person or the person’s estate. With respect to any person, Legal Representative means all directors, officers, employees, consultants, financial advisors, counsel, accountants, and other agents of the person. (i) Net Profit Net Profit means total revenue, less operating expenses, interest, depreciation, and taxes. (j) Net Revenue Net Revenue means the total revenue received. (k) Services Services is defined in Section 1.01. (l) Term Term is defined in Section 3.01. Section 8.02 Interpretation 

The following general provisions and rules of construction apply to this Agreement. 

(a) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and Subsections used within this Agreement are included solely for the reader’s convenience and reference. They have no significance in the interpretation or construction of this Agreement. (b) Days and Business Days In this Agreement, days, without further qualification, means calendar days and business days means any day other than a Saturday, Sunday or a day on which national banks are allowed by the Federal Reserve to be closed. (c) Delivery Delivery is taken in its ordinary sense and includes: 

personal delivery to a party; mailing by certified United States mail to the last known address of the party to whom delivery is made, with return receipt requested to the party making delivery; facsimile transmission to a party when receipt is confirmed in writing or by electronic transmission back to the sending party; or electronic mail transmission to a party when receipt is confirmed in writing or by electronic mail transmission back to the sending party. 

Independent Contractor Agreement 

The effective date of delivery is the date of personal delivery or the date of the return receipt, if received by the sending party. If no return receipt is provided, the effective date is the date the transmission would have normally been received by certified mail if there is evidence of mailing. (d) Include, Includes, and Including In this Agreement, the words include, includes, and including mean include without limitation, includes without limitation, and including without limitation, respectively. Include, includes, and including are words of illustration and enlargement, not words of limitation or exclusivity. (e) Words of Obligation and Discretion Unless otherwise specifically provided in this Agreement or by the context in which used, the word shall is used to impose a duty, to command, to direct, or to require. Terms such as may, is authorized to, is permitted to, is allowed to, has the right to, or any variation or other words of discretion are used to allow, to permit, or to provide the discretion to choose what should be done in a particular situation, without any other requirement. Unless the decision of another party is expressly required by this Agreement, words of permission give the decision-maker the sole and absolute discretion to make the decision required in the context. (f) No Presumption against Drafting Party This Agreement is to be construed without giving force to any presumption or rule requiring construction or interpretation against the drafting party. 


 

By electronically signing up for a membership to www.becomeacovidtestingsite.com Contractor is electronically singing their name and agreeing to this Independent Contractor Agreement. Contract will be automatically renewed every 12 months unless contractor is in breach of this agreement or ELM no longer wishes to employee Contractor’s services any further. Commissions will be paid to Contractor for as long as Contractor has active paying clients unless Contractor breaches this agreement. 

 

Independent Contractor Agreement 

EXHIBIT A SERVICES 

(1) Contact potential medical providers or buyers and educate such medical providers 

and/or buyers on the availability of Healgen Scientific, Cellex, or BD Venitor. Covid-19 Rapid Test Kits; and 

(2) Prepare purchase contracts for Healgen Scientific, Cellex, or BD Venitor. Covid-19 Rapid Test Kits. 

Contractor will not deliver the purchased Healgen Scientific, Cellex, or BD Venitor. Covid-19 Rapid Test Kits. 

Contractor will not educate, nor will Contractor instruct medical providers or buyers on the proper use or limitations of Healgen Scientific, Cellex, or BD Venitor. Covid-19 Rapid Test Kits. 

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