Independent Contractor Agreement

Nsite Inc. Mystery Shopping

General

Under this agreement, as an independent contractor for Nsite Inc., you are and will be a self-employed independent contractor and not an employee of Nsite Inc. or any of our clients. As an independent contractor, you agree to objectively and accurately record your observations on an assignment that you have accepted from Nsite Inc. For performing and returning the filled out survey form, we will reimburse you up to a designated dollar amount for your meals. Nsite Inc. will disclose that dollar amount at the time of assigning. On other assignments, cash payments may be made available.

Scope of Work

You, the independent contractor, agree to the following terms and conditions to perform work as offered on an assignment to assignment basis from Nsite Inc.

Terms of Payment, Tax and General Liabilities

Nsite Inc. agrees to pay for the independent contractor's work according to the compensation for each individual assignment. Each payment will vary from client to client. Performing an assignment for Nsite Inc. may require out of pocket purchases which Nsite Inc. will reimburse for and that dollar amount will be disclosed on the compliance requirement form. If there are any extra out of pocket purchases required to perform an assignment such as, but is not limited to, gas, mileage, or other travel expenses, these must be documented in writing from both parties to be valid.

Independent Contractor / Nature of Relationships

As an independent contractor, you are responsible for reporting to the appropriate governmental agencies all the amounts you receive from Nsite Inc.

As an independent contractor, you will not act as a company agent, nor shall be deemed an employee of Nsite Inc. for the purposes of any employee benefit programs, or be deemed an employee of Nsite Inc. for, but are not limited to, purposes of income tax withholding, F.I.C.A. taxes, unemployment benefits, workers compensation benefits, or otherwise.

As an independent contractor, you acknowledge and agree that you are not eligible for any benefits provided to our employees. This includes, but is not limited to, any disability coverage or worker's compensation provided to our employees.

As an independent contractor, Nsite Inc. strongly suggests you maintain your own worker's compensation policy at your own expense.

As an independent contractor, you agree that your vehicle is fully insured or at least the minimum amount required by law.

As an independent contractor, you agree not to hold Nsite Inc. liable for any damages you may incur while performing an assignment for Nsite Inc.

As an independent contractor, you shall not enter into any agreement or incur any obligations on Nsite Inc.'s behalf or commit to Nsite Inc. in any manner without Nsite Inc.'s prior written consent.

As an independent contractor, you can not make or bind any contracts with or on behalf of Nsite Inc. In addition, this agreement shall not be construed as creating any employment relationship, partnership, or joint venture between you, the independent contractor, and Nsite Inc.

As an independent contractor, you understand and agree that you are solely responsible for the control and supervision of the means by which you, the independent contractor, perform your assignments. Such means are subject to you, the independent contractor, and are left up to your discretion, which discretion must be exercised consistent with the goal of completing the services on schedule and in accordance with the terms of this agreement.

As an independent contractor, any supplies, which in the opinion of you, the independent contractor, may be necessary to perform the services required, shall be the responsibility of you, the independent contractor.

As an independent contractor, you agree that all information provided from your assignment is correct and accurate. If the information is false or falsified, you forfeit your payment from Nsite Inc.

Subcontracting and Assignments

It is understood and agreed that this agreement is for the rendering of consulting services by you, the independent contractor, who is acting as an independent contractor. You, the independent contractor, may not subcontract any part or all of the services to be provided without prior written consent of Nsite Inc. All covenants, stipulations and promises in this agreement.

Confidentiality - Proprietary Rights

Nsite Inc. will release and disclose to you, the independent contractor, certain documents and information that are confidential. You, the independent contractor, agree to maintain the confidentiality of information that will be disclosed to you by Nsite Inc.

All writings, analyses and related documentation created by you, the independent contractor, pursuant to the agreement shall become the property of Nsite Inc. You, the independent contractor, shall not copy or communicate any such documentation to any third party.

Upon the expiration or earlier termination of this agreement, or whenever requested by Nsite Inc, you, the independent contractor, shall immediately deliver all files, records, documents, specifications, information and any other items in your possession to Nsite Inc.

Non-Disclosure Covenant

Except as permitted or directed by Nsite Inc., you, the independent contractor, shall not during the term of retention or thereafter divulge, furnish or make accessible to anyone or use in any way any confidential, trade secret or proprietary information of Nsite Inc., which you have acquired or become acquainted with during the retention of your services by Nsite Inc.

As an independent contractor, you acknowledge that the above-described knowledge or information constitutes a unique and valuable asset of Nsite Inc. and represents a substantial investment by Nsite Inc. and that any disclosure or other use of such knowledge or information other than for the sole benefit of Nsite Inc. would be wrongful and would cause "irreparable harm to Nsite Inc."

As an independent contractor, you will refrain from any acts or omissions that would reduce the value of such knowledge or information to Nsite Inc. The foregoing obligations of confidentiality shall not apply to any knowledge or information the entirety of which is now published or subsequently becomes generally publicly known, other than as a direct or indirect result of the breach of this agreement by you, the independent contractor, or a breach of a confidentiality obligation owed to Nsite Inc. by any third party.

Injunctive Relief

As an independent contractor, you agree that it would be difficult to compensate Nsite Inc. fully for damages for any violation of this agreement. Accordingly, you, the independent contractor, specifically agree that Nsite Inc. shall be entitled to temporary and permanent injunctive relief to enforce this agreement and that such relief may be granted without the necessity of proving actual damages. This provision with respect to injunctive relief shall not, however, diminish the right of Nsite Inc. to claim and recover damages in addition to injunctive relief.

Conflict of Interest

You, the independent contractor, agree to immediately disclose any conflict of interest or potential conflict of interest that would preclude you from conducting an assignment in an unbiased fashion for Nsite Inc.

You agree that after you have accepted an assignment from Nsite Inc. you, the independent contractor, will disclose to Nsite Inc. that you have a conflict of interest, if one arises, and are unable to perform the assignment.

Examples of conflicts of interest, but are not limited to:

You, your spouse, family member, distant relative, friend have worked or work directly or indirectly with our clients.

You, your spouse, family member, distant relative, friend have worked for another mystery shopping company in another capacity other than a mystery shopper (independent contractor).

You, your spouse, family member, distant relative, friend have worked directly or indirectly with our client's competition which creates a conflict for our client.

Indemnity

As an independent contractor, you agree to indemnify and to hold Nsite Inc. harmless:

From any and all third party claims against Nsite Inc. arising out of your, the independent contractor, performance under this agreement and,

For any injuries to persons or property cause by the acts or omissions of you, the independent contractor, while performing work under this agreement.

Nsite Inc.'s liability to you, the independent contractor, for damages, if any, shall be limited to actual damages and shall not exceed the amount then owed by Nsite Inc. to you, the independent contractor, for work performed by you, the independent contractor, under the terms of this agreement. Notwithstanding, you, the independent contractor's, indemnity shall be limited to its comparative fault. The provisions of the section shall survive the termination of the agreement or the completion of the work under the agreement. In no event shall either party be liable to the other for any special, consequential, indirect, incidental or punitive damages, lost profits, or for any claim or demand made by any third party, even if advised of the possibility of such damages.

Risk of Loss

As an independent contractor, you assume all risk of personal injury and all risk of damage to or loss of personal property belonging to Nsite Inc. when such loss is caused by you, the independent contractor, under this agreement. You, the independent contractor, assume all risk of damage to, or loss of, personal property belonging to you, the independent contractor, unless such loss or damage is caused solely by Nsite Inc.

Notices

Any notices pertaining to this agreement or the work performed under this agreement shall be in writing and shall be sent via electronic mail to the last known address provided by you, the independent contractor.

Termination

Nsite Inc. reserves the right to terminate this contract and relationship at any point in time between the two said parties (you, the independent contractor, and Nsite Inc.)

These are several reasons for termination but are not limited to:

Falsifying reports

Canceling assignments without notice

Canceling several shops at a time or over time

Reveling yourself to our client during an assignment

Filling paperwork out while on an assignment

Bringing children on a shop that specifically requires no children

Falsifying your age to accept an assignment

Conflict of interest with a client of Nsite's without disclosing it to Nsite Inc. either prior to accepting the assignment or after accepting the assignment

Violation or Breach of Contract

If you, the independent contractor, violate or breach or threaten to breach the terms of this contact, Nsite Inc. is entitled to an injunction which restrains you from committing the violation or breach, without showing or proving any actual damage sustained by Nsite Inc. Nsite Inc. will be entitled to recover any and all damages resulting from the violation or breach of contract by you, the independent contractor.

This contract is the entire and final agreement between Nsite Inc. and you, the independent contractor. All rights and provided herein or by law are cumulative. Minnesota law shall govern this contract. This contract may be waived, modified, or varied only by a writing signed by the parties in a separate document. Acquiescence in a waiver of and breach is not a waiver of another or subsequent breach. If any provision of this contract is held unenforceable, it shall be severed from the balance of this contract. You acknowledge and understand this contract is personal to you, and you may not assign this contact or any of my rights or obligations hereunder.

Nsite Inc. may revise these terms by updating this posting at any time and without notice to those who may be responsible for reviewing these terms. By accessing this site after revision to these terms, you agreed to be bound by, without limitation or qualification, the revised terms.

Nsite Inc. reserves the right to add, modify, correct or delete any information from this site at any time without notice. In addition, anything you transmit or post via this website will become the sole property of Nsite Inc.

Nsite Inc. reserves the right to suspend, change, or discontinue any aspect of this site at any point in time. Nsite Inc. may also restrict your access to various parts of or the entire site without liability or notice.