For the purposes of this assignment, consider yourself the owner of MyCompany, LLC.. After reviewing the contract, develop your responses to the questions in the assignment template. Be sure to answer all parts of questions.

2. Is there a sufficient Agreement (offer & acceptance) If yes, identify these elements in the contract. If not, identify what is missing.

3. What is the lawful purpose of this Agreement?

4. Describe the consideration for this contract?

5. Is there reason to believe that capacity exists between both parties.... Explain?

6. Is this a legally-binding agreement? Why or why not?

7. What is the term of this contract?

8. If there is a dispute over this contract, how are the parties required to resolve the dispute? Explain what steps the parties should take?

9. Based on the readings (Ch. 32 & 33), even though this is an independent-contractor agreement, would the courts/IRS consider this an employer-employee relationship? Explain?

10. If the owner of WebCo decides to close or go out of business, what must happen for WebCo to transfer (assign) the contract to another company?

11. Can the owner of WebCo unilaterally decide to increase the hourly rate? What steps must be taken with regard to MyCompany, LLC.

12. Would WebCo providing "web-design and hosting services" to a competitor of MyCompany, LLC be considered a breach of this contract? Why or Why not?

13. List two (2) reasonable ways that this contract can be terminated without MyCompany, LLC breaching the terms of the agreement? Provide scenarios to support your answers.

14. Give two (2) scenarios that could reasonably occur in this agency relationship, that the contract DOES NOT address? That is, identify gaps that you would recommend as revisions before agreement.

INDEPENDENT AGENT AGREEMENT THIS INDEPENDENT AGENT AGREEMENT (the "Agreement") dated this 1st day of November, 2022 BETWEEN MyCompany, LLC. - 1234 5th Street East - Duluth, MN 55802 (the "Principal") - AND - WebCo - 678 West Superior Street - Duluth, MN 55803 V e "Agent") For the purpose of website design, construction, hosting and digital graphic design services. BACKGROUND: A. MyCompany, LLC is of the opinion that the Agent has the necessary qualifications, experience and abilities to provide services to Principal. B. The Agent is agreeable to providing such services to the on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Principal and the Agent (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Services Provided 1. Principal hereby agrees to engage the Agent to provide Principal with services (the "Services") consisting of: Website design, construction, and monthly hosting General Digital Graphic Design Services Term of Agreement 2. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services and/or one (1) year, subject to earlier termination as provided in this Agreement. 3. The Term of this Agreement may be extended by mutual written agreement of the Parties. 4. Except as otherwise provided in this Agreement, the obligations of the Agent will terminate upon the earlier of the Agent ceasing to be engaged by Principal or the termination of this Agreement by Principal or the Agent. Performance 5. The Parties agree to do everything necessary in good faith to ensure that the terms of this Agreement take effect. 6. The Agent will take work direction from Principal Representative and communicate an concerns or desired changes in the project, scope or agreement to them. Currency 7. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). Compensation 8. For the services rendered by the Agent as required by this Agreement, Principal will provide compensation (the "Compensation") to the Agent as negotiated pursuant to each project. 9. Initial Design and Construction of Website will be billed at $200.00 per hour for a maximum of ten (10) hours. Each additional hour will be billed at $100.00 per hour. 10. Hosting and routine upgrades will be billed at a monthly rate of $500.00 per month. 11. The Agent will submit a monthly invoice, once services are completed including client name, hours and the dates of services, unless otherwise negotiated. 12. The Compensation will be payable net 30 days from the date the invoice is received. Confidentiality 13. Confidential information ("Confidential Information") refers to any data or information relating to the business of Principal which would reasonably be considered to be proprietary to Principal, including, but not limited to, accounting records, business processes, and client records and that which is not generally known in the industry of Principal and where the release of that Confidential Information could reasonably be expected to cause harm to Principal. 14. The Agent agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Agent has obtained, except as authorized by Principal. This obligation will survive for a period of one (1) year from the termination of this Agreement. Non-Competition 15. Other than with the express written consent of Principal, which will not be unreasonably withheld, the Agent will not, during the continuance of this agreement, or within twelve (12) months after the termination of this agreement, be directly or indirectly involved with diverting or attempting to divert any business from clients of Principal which have involved the Agent. 16. Agent agrees that any future work and work-product, related in any way to the work described in this Agreement, which may be offered by Company's clients, will be done through Company, not independently between Agent and client. Mutual Non-Solicitation 17. Any attempt on the part of the Agent or Principal to induce to leave The Agent's or Principal's employ, or any effort by either party to interfere with either's relationship with its employees or other service providers would be harmful and damaging to both parties. 18. Both Parties agrees that, during the term of this Agreement, and for a period of one (1) year after the termination of the Agreement, both parties will not in any way directly or indirectly: a. induce or attempt to induce any employee or other service provider of both parties to quit employment or retainer with either party; b. otherwise interfere with or disrupt either parties relationship with its employees or other service providers; c. discuss employment opportunities or provide information about competitive employment to either parties employees or other service providers; or d. solicit, entice, or hire away any employee or other service provider of either party. Ownership of Materials and Intellectual Property 19. All intellectual property and related materials (the "Intellectual Property") including any related work in progress that is developed or produced under this Agreement, will be the sole property of Principal. The use of the Intellectual Property by Principal will not be restricted in any manner. 20. The Agent may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of Principal. The Agent will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. Independent Agent 21. In providing the Services under this Agreement it is expressly agreed that the Agent is acting as an independent Agent and not as an employee. The Agent and Principal acknowledge that this Agreement does not create a partnership or joint venture, or employer-employee relationship between them, and is exclusively a contract for service. Termination of Agreement 22. This Agreement may be terminated by either party, with or without cause, by 30 Days advanced written notice to the other party. If the Agreement is terminated without cause, Agent shall be responsible to perform its obligations under the terms of this Agreement until termination becomes effective. In the event Agent materially breaches this Agreement, the Agreement may be terminated immediately upon written notice to Agent, and subject to any outstanding payments due to Agent for work already completed, and subject to Agent's return of any and all work product, proprietary or confidential information and the like to Company. Notice 23. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: MyCompany, LLC 12345 th Street East Duluth, MN 55806 Email: WebCo Street Address City, State, Zip Email Indemnification 24. The Agent will indemnify and hold harmless Principal from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is proximately caused either by the negligent or willful acts or omissions of the Agent or its agents or representatives, and that are incurred or paid after the date of this Agreement and which result from or arise out of the Agent's participation in this Agreement. 25. Where prohibited by law, the above indemnification does not include indemnification of Principal against a claim caused by the negligence or fault of Principal, its agent or employee, or any third party under the control or supervision of Principal, other than the Agent or its agent, employee or subAgents. This indemnification will survive the termination of this Agreement. Insurance 26. The Agent will be required, at The Agent's own expense, to maintain: a. General liability insurance including coverage for bodily injury and property damage for a minimum of $1,000,000. b. Errors and Omissions/Liability Insurance c. The Agent will name Principal as an additional insured, and provide a copy of the certificate of coverage prior to commencement of work. Note: All insurance policies will remain materially unchanged for the duration of this Agreement. Dispute Resolution 27. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. 28. If the dispute is not resolved within a reasonable period, then any or alloutstanding issues between the Parties relating to this Agreement will first be submitted to neutral, non-binding mediation in accordance with any statutory rules of mediation. The Parties agree to participate in mediation in good faith and will attempt to resolve any disputes promptly and within a reasonable time period. If the mediation does not successfully resolve the dispute, then the Parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law. 29. The Parties together will select a mediator that is acceptable to all Parties. If the Parties are unable to select a neutral mediator, then each Party will select a mediator and those mediators together will then select a third neutral mediator who will attempt to work with the Parties to resolve the dispute. 30. The Parties further agree to share the costs of mediation equally and each Party will pay its own expenses of preparation and representation by counsel in the mediation. 31. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. Time of the Essence 32. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Assignment 33. The Agent will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of Principal. Force Majeure 34. Neither party shall be deemed to have breached the contract in the event of force majeure. Force majeure events shall include but not be limited to; act of god; hurricanes, wildfire, floods, and war, riots, strikes, or other disasters that result in either party being unable to fulfill the terms of the agreement. Entirety of Agreement 35. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. Titles/Headings 36. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Governing Law 38. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Minnesota, without regard to the jurisdiction in which any action or special proceeding may be instituted. Severability 39. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver 40. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be execute by their duly authorized representatives as of the Effective Date. MyCompany, LLC WebCo By: By: Title: Owner and Managing Partner Title: Date: Date