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INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT, is made and entered into on the day between Parliament, LLC, an Ohio limited liability company (the "Company") and (the "Contractor").

WHEREAS, Company is engaged in the business of tutoring and/or supplemental education services to students of all ages and skill levels throughout the United States; and

WHEREAS, Company desires that Contractor act as a tutor for its clients for and on behalf of the Company; and

WHEREAS, the parties desire to associate with one another for their mutual benefit and desire to set forth the terms of their Agreement concerning such association.

NOW, THEREFORE, in consideration of the mutual covenants and provisions set forth below, and for other valuable consideration, the sufficiency of which is hereby acknowledged by the parties, Company and Contractor agree as follows.

Under this Agreement, Contractor remains legally permitted to procure, sell, market, and/or distribute tutoring, supplemental education services, and/or individualized learning plans to students of all ages and skill levels, either for his own account, or through third party tutoring companies, as long as these students/clients are not and have not been clients have not been introduced to “Contractor” by “Company.”

INDEPENDENT CONTRACTOR AGREEMENT Duties. Company hereby retains the services of Contractor as a tutor to perform tutoring services for and on behalf of the Company.

Relationship. Notwithstanding any provision contained herein to the contrary, the parties stipulate and agree that the relationship between Company and Contractor is that of an independent contractor. The parties agree that there shall be no relationship arising between them that may be considered employer/employee, principal/agent, or may otherwise be considered under the doctrine of respondeat superior. The parties further agree the Company has no obligation to withhold any income taxes, social security taxes, unemployment insurance contributions, or any other payroll taxes from Contractor, who shall have sole responsibility for the payment of self­employment and other taxes relating to compensation and/or other payments to Contractor. Contractor shall also bear the sole and exclusive responsibility for all workers' compensation payments, premiums, contributions, and any and all claims thereunder, for himself, if applicable.

Disability. Retirement. or Death of Contractor. This Agreement shall terminate upon Contractor's death, retirement or disability (inability of the Contractor to personally service his customers for a continuous period of sixty (60) days.

Term.

(a)Each party shall have the right to terminate this Agreement upon thirty (30) days notice as set forth below.

(b) Upon termination of this Agreement, Contractor shall not remove the Company's papers or retain the Company's property, client or customer lists, or any other pertinent information obtained during the association of the parties.

Contractor warrants and represents that there are no pending claims or suits pending or asserted against him. Contractor shall indemnify and hold Company harmless from any and all damages, costs and expenses, including reasonable attorneys' fees, for any acts, claims, or causes of action which predate the effective date of this Agreement and have a material negative impact upon Company.

Invalid Provision. In the event that any term or provision of this Agreement shall be declared by any court of competent jurisdiction to be unreasonable or invalid, any such unreasonable terms or provisions shall be modified and enforceable to the extent deemed reasonable by such court; and any such invalidity shall not affect any other term or provision of this Agreement, all of which remaining terms and provisions shall continue in full force and effect.

We recognize that the thought to bypass our Company might be tempting, but we will do our best to send as many leads, students, and employment opportunities your way and always treat you with respect. All we ask is that you don’t attempt to circumvent Company in the process.

“Contractor”