Independent Agreement



This Independent Contractor Agreement (this "Agreement") is made effective as of February 01, 2021, by

and between WyzeDryver LLC (the "Recipient") of Brooklyn, New York 11207, and

________________________________ (the "Contractor"). In this Agreement, the party who is contracting

to receive the services shall be referred to as "Recipient", and the party who will be providing the services

shall be referred to as "Contractor."

1. DESCRIPTION OF SERVICES. Beginning on February 01, 2021, the Contractor will provide the

following services (collectively, the "Services"):

As described in the attached Exhibit A

The Contractor will also provide any equipment or materials necessary to provide said services and the

Recipient is exempt from having to furnish such equipment or materials.

2. PAYMENT FOR SERVICES. The Recipient will pay compensation to the Contractor for the Services


Milestone and Payment Amount

Contractors will receive payment for services rendered on a weekly basis

No other fees and/or expenses will be paid to the Contractor, unless such fees and/or expenses have been

approved in advance by the appropriate executive on behalf of the Recipient in writing. The Contractor shall

be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance,

unemployment taxes, and other payroll type taxes applicable to such compensation.

3. TERM/TERMINATION. This Agreement may be terminated by either party upon 1 day written notice

to the other party. Furthermore, the Contractor has the ability to terminate this Agreement "at will."

A regular, ongoing relationship of indefinite term is not contemplated. The Recipient has no right to assign

services to the Contractor other than as specifically contemplated by this Agreement. However, the parties

may mutually agree that the Contractor shall perform other services for the Recipient, pursuant to the terms

of this Agreement.

4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is an independent

contractor with respect to the Recipient, and not an employee of the Recipient. The Recipient will not

provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for

the benefit of the Contractor.

It is contemplated that the relationship between the Contractor and the Recipient shall be a non-exclusive

one. The Contractor also performs services for other organizations and/or individuals. The Recipient has no

right to further inquire into the Contractor's other activities.

5. RECIPIENT'S CONTROL. The Recipient has no right or power to control or otherwise interfere with

the Contractor's mode of effecting performance under this Agreement. The Recipient's only concern is the

result of the Contractor's work, and not the means of accomplishing it. Except in extraordinary

circumstances and when necessary, the Contractor shall perform the Services without direct supervision by

the Recipient.

6. PROFESSIONAL CAPACITY. The Contractor is a professional who uses his or her own professional

and business methods to perform services. The Contractor has not and will not receive training from the

Recipient regarding how to perform the Services.

7. PERSONAL SERVICES NOT REQUIRED. The Contractor is not required to render the Services

personally and may employ others to perform the Services on behalf of the Recipient but with the Recipient's

knowledge or consent. If the Contractor has assistants, it is the Contractor's responsibility to hire them and to

provide materials for them.

8. NO LOCATION ON PREMISES. The Contractor has no desk or other equipment either located at or

furnished by the Recipient. Except to the extent that the Contractor works in a territory as defined by the

Recipient, his or her services are not integrated into the mainstream of the Recipient's business.

9. NO SET WORK HOURS. The Contractor has no set hours of work

10. EXPENSES PAID BY CONTRACTOR. The Contractor's business and travel expenses are to be paid

by the Contractor and not by the Recipient.



11. CONFIDENTIALITY. Contractor may have had access to proprietary, private and/or otherwise

confidential information ("Confidential Information") of the Recipient. Confidential Information shall mean

all non-public information which constitutes, relates or refers to the operation of the business of the

Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing,

managerial and statistical information of the Recipient, and any and all trade secrets, customer lists, or

pricing information of the Recipient. The nature of the information and the manner of disclosure are such

that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any

manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or

communicate in any manner any Confidential Information. The Contractor will protect such information and

treat the Confidential Information as strictly confidential. This provision shall continue to be effective after

the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the

Recipient all Confidential Information, whether physical or electronic, and other items that were used,

created, or controlled by the Contractor during the term of this Agreement.

This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity

to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local

government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii)

in a complaint or other document filed in a lawsuit if made under seal.

12. INJURIES. The Contractor acknowledges the Contractor's obligation to obtain appropriate insurance

coverage for the benefit of the Contractor (and the Contractor's employees, if any). The Contractor waives

any rights to recovery from the Recipient for any injuries that the Contractor (and/or Contractor's employees)

may sustain while performing services under this Agreement and that are a result of the negligence of the

Contractor or the Contractor's employees. Contractor will provide the Recipient with a certificate naming the

Recipient as an additional insured party.

13. INDEMNIFICATION. The Contractor agrees to indemnify and hold harmless the Recipient from all

claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the

Recipient that result from the acts or omissions of the Contractor, the Contractor's employees, if any, and the

Contractor's agents.

14. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not

created merely because (1) the Recipient has or retains the right to supervise or inspect the work as it

progresses in order to ensure compliance with the terms of the contract or (2) the Recipient has or retains the

right to stop work done improperly. The Contractor has no right to act as an agent for the Recipient and has

an obligation to notify any involved parties that it is not an agent of the Recipient.

15. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms

and conditions contained in any other writings previously executed by the parties regarding the matters

contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this

Agreement shall be deemed effective unless in writing and signed by the parties hereto.

16. WAIVER OF BREACH. The waiver by the Recipient of a breach of any provision of this Agreement

by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.

17. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for

any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any

provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become

valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so


18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New York.

19. SIGNATORIES. This Agreement shall be signed by WyzeDryver LLC and by

_____________________________. This Agreement is effective as of the date first above written.