This Independent Contractor Agreement (the “Agreement”) is entered into as of _________________, between RPA College® (the “Company"): 835 E Lamar Blvd #352 Arlington, Tx. 76011 and _____________________; Your Address___________________________________________. Contractors are sometimes collectively referred to herein as the “Parties.” Company desires to engage and contract for the services of the Contractor  to perform certain tasks as set forth below. Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. 

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: 

STATUS OF INDEPENDENT CONTRACTOR _______(RPA College® ________ 

1. This Agreement does not constitute a hiring by either party. It is the parties' intention that Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code 401(k) and other benefit payments and third party liability claims. Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and Company shall not be liable for any obligations incurred by Contractor unless specifically authorized in writing. Contractor shall not act as an agent of Company, only as an affiliate, ostensibly or otherwise, nor bind Company in any manner, unless specifically authorized to do so in writing. 

TASKS, DUTIES, AND SCOPE OF WORK 

2. Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following:  at RPA College® programs relating to services offered on href, href, at  RPA. (the “Scope of Work”). _______(RPA College®________ 

3. Company will be entitled to change Contractor’s assignments of work in which Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work already being performed. Contractor shall not be entitled to engage in any activities similar in industry Company is engaged in as outlined on href or any activities related to RPA. 

_______ (RPA College® ________ ( ) 

4. All books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Contractor at the Contractor’s principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents; change orders/purchase orders, financial records and work authorized by Contractor or Company on existing or potential projects related to this Agreement. _________(RPA College® ________ ( )

5. Contractor shall be responsible to the management and directors of the Company, but the Contractor will not be required to follow or establish a regular or daily work schedule. Contractor shall supply all necessary equipment, materials and supplies to perform the Scope of Work. Contractor acknowledges that he will be issued an email address, telephone extension and corporate CRM access for use to perform the Scope of Work. Contractor acknowledges that the email address and account is the sole property of Company and Contractor understands there is no reasonable expectation of privacy with respect to the email address and account. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Contractor regarding the Scope of Work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Contractor to assure its conformity with this Agreement. ______ (RPA College® ________ ( ) 

COMPENSATION _______ (RPA College® ________ ( ) 

6. Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as set forth in the previous section. 

COMPANY OBLIGATIONS _______ (RPA College® ________ ( ) 

7. Company agrees to comply with all reasonable requests of Contractor necessary to the performance of Contractor’s duties to perform the Scope of Work as set forth under this Agreement. 

NOTICE CONCERNING WITHHOLDING OF TAXES _______ (RPA College® ________ ( ) 

8. Contractor recognizes and understands that he will receive an IRS 1099 statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal, State and local law. Contractor hereby acknowledges and agrees to indemnify Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by Company as a result of Contractor's failure to make required payments. 

AGREEMENT TO WAIVE RIGHTS TO BENEFITS _______ (RPA College® ________ ( ) 

9. Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits or profit sharing plans, such as 401(k) plans. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to Contractor by virtue of his services to Company, and is effective for the entire duration of Contractor’s agreement with Company. This waiver is effective independently of Contractor’s employment status as adjudged for taxation purposes or for any other purpose. 

TERMINATION _______ ( ________ ( ) 

10. This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving thirty (30) days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.

NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION _______ (RPA College® ________ ( ) 

11. Contractor agrees not to disclose or communicate, in any manner, either during or after Contractor’s agreement with Company, proprietary information about the Company, its operations, clientele, or any other proprietary information, that relate to the business of the Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. Contractor understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Contractor feels he needs to disclose confidential information, he may do so only after obtaining written authorization from an officer of the Company. 

NON-SOLICITATION COVENANT _______ (RPA College® ________ ( ) 

12. Contractor shall not, during the Agreement and for a period of three (3) years immediately following termination of this Agreement for any reason, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of the Company on whom Contractor called or became acquainted with during the terms of this Agreement, either for his own benefit, or for the benefit of any other person, firm, corporation or organization. 

NON-RECRUIT COVENANT _______ (RPA College® ________ ( ) 

13. Contractor shall not, during this Agreement and for a period of three (3) years immediately following termination of this Agreement, either directly or indirectly, recruit or solicit any of Company’s employees for the purpose of any outside business. 

NON-COMPETE CLAUSE _______ (RPA College® ________ ( ) 

14. Contractor agrees not to engage in the same or similar line of business as that now carried on byRPA College®., or to work for an individual, firm, or corporation engaged in the same or similar line of business as that now carried on byRPA College® within a two hundred fifty (250) miles radius of assigned CRM leads, accounts and business for a period of three (3) years immediately following termination of this agreement. 

RIGHT TO INJUNCTIVE RELIEF _______ (RPA College® ________ ( ) 

15. The Parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by Contractor of any of the provisions of this Agreement will cause Company irreparable injury and damage. Contractor expressly agrees that Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that Company may have for damages or otherwise. The various rights and remedies of Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law. 

RETURN OF PROPERTY _______ (RPA College® ________ ( )

16. Upon termination of this Agreement, or whenever requested by the Parties, both Contractor and Company shall immediately deliver to the other all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers. 

EXPENSE ACCOUNTS _______ (RPA College® ________ ( ) 

17. Contractor and Company agree to maintain records in regards to all expenses related to performing the Scope of Work. Contractor is solely responsible for records of expenses incurred pursuant to this Agreement unless provided otherwise in writing by an officer of Company. Contractor agrees to execute and deliver any agreements and documents prepared by Company and to do all other lawful acts required to establish document and protect such rights. 

WORKS FOR HIRE _______(RPA College® ________( ) 

18. Contractor agrees that the Scope of Work, all tasks, duties, results, inventions and intellectual property developed or performed pursuant to this Agreement are considered “works for hire” and that the results of said work is by virtue of this Agreement assigned to Company and shall be the sole property of Company for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws. 

LEGAL COMPLIANCE _______ (RPA College® ________ ( ) 

19. Contractor is encouraged to treat all company employees, customers, clients, business partners and other affiliates with respect and professionalism. Contractor is required to comply with all laws, ethical codes and company policies, procedures, rules or regulations, including those forbidding sexual harassment, discrimination, and unfair business practices. 

LICENSING, WORKERS’ COMPENSATION AND GENERAL LIABILITY INSURANCE _______(RPA College® ________( ) 

20. Contractor agrees to immediately supply the Company with proof of any licensing status required to perform the Scope of Work pursuant to this Agreement, Workers’ Compensation Coverage where required by law, General Liability Insurance and Automobile Insurance, upon request of the Company. 

NOTICES _______(RPA College®________( ) 

21. Any notice to be given hereunder by any party to the other may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the Parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of seven (7) days after mailing. Contractor agrees to keep Company current as to their business and mailing addresses, as well as telephone, email and pager numbers. 

DISPUTE RESOLUTION _______(RPA College® ________ 

22. Any dispute arising under this Agreement or any action to enforce the terms of this Agreement shall be resolved in the courts of the State of Texas(“Courts”), including the state or federal courts therein, and the parties hereto consent to the jurisdiction of such Courts, agree to accept service of process by regular mail, and waive any jurisdictional or venue defenses otherwise available, including, without limitation, that such Courts do not have personal jurisdiction over them, that such Courts do not have subject matter jurisdiction to hear any dispute arising out of this Agreement, that such Courts do not have venue over the parties, or that such Courts are an inconvenient or improper forum. 

INDEMNIFICATION _______ (RPA College® ________ ( ) 

23. Contractor shall defend, indemnify, hold harmless, and insure Company from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Contractor's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Contractor. Contractor shall ensure that its 

employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. Company shall name Contractor as an additional insured on all related insurance policies, general liability and any required state and sports licensing criteria to conduct business in respective state. 

CONTAINMENT OF ENTIRE AGREEMENT _______ (RPA College® ________ ( ) 

24. This Agreement is an independent document and supersedes any and all other agreements, either oral or in writing, between the parties hereto, except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth herein. 

REPRESENTATION _______ (RPA College® ________ ( ) 

25. Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto. 

ASSIGNMENT _______ (RPA College® ________ ( ) 

26. Contractor shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of Company. 

CHOICE OF LAW______ (RPA College® ________ ( 

27. The laws of the State of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. 

MODIFICATION OR AMENDMENT _______ (RPA College® ________ ( ) 28. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto. 

ENTIRE UNDERSTANDING _______ (RPA College® ________ ( ) 

29. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. 

UNENFORCEABILITY OF PROVISIONS _______ (RPA College® ________ ( )
 30. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. 

SOBRIETY/DRUG-FREE PLEDGE _______ (RPA College® ________ ( ) 

31. Contractor acknowledges that he/she has never been convicted of any drug or alcohol offense, and pledges to remain drug-free. Contractor understands that violation of this paragraph will result in a material breach of this Agreement and will be cause for immediate termination. 

ADVERTISING/MARKETING _______ (RPA College® ________ ( )

32. Contractor agrees that Company is entitled to use Contractor’s name, likeness or image for any advertising purpose to enhance the Company’s programs and marketability whether performed by Contractor or another. 

REVIEW/UNDERSTANDING _______ (RPA College® ________ ( ) 

33. Contractor has fully reviewed this Agreement and acknowledges that he understands all terms, or has taken the steps necessary to understand all terms, and finds each paragraph and the Agreement as a whole to be reasonable and fair. Further, it is the Contractor’s right and responsibility to review this Agreement with his attorney if he so chooses. 

DUTIES, TERM, AND COMPENSATION DUTIES: 

Contractor will sell and/or presentRPA College® programs relating to services offered on href, and href . He/she will report directly to and to any other party designated by in connection with the performance of duties under this Agreement and shall fulfill any other duties reasonably requested by Company and agreed to by Contractor. ________ (RPA College®_________ 

TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for one (1) year. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement. ________(RPA College® _________ 

COMPENSATION: 

As full compensation for the services rendered pursuant to this Agreement, the Company shall pay Contractor: 15% of commitment fee one time upfront bonus per personally recruited signee. (ie ($150)

$500 per athlete (paid over 10 months) 

ie: 10 athletes ($150 up front x 10 = $1500) ($500 x 10 athletes = $5000/ 10 m . $500/mo)

Commissions are calculated per athlete personally recruited and the semester. Every renewal results in another commission agreement. If a fall athlete renews for spring then that spring commission is compounded on the fall until the contractor contract is terminated. Once terminated, the contractor is owed no commission.     

“Receipt by Company of the funds” means that the funds received by Company have been successfully negotiated by Company. Any chargebacks or refunds, the applicable compensation paid will be returned to the company by contractor. Contractor agrees to company quality standards and quotas as set forth by management ______(RPA College®____ 

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.