Agent Register

*Term applicable in all States with the exception of CA, CO, KS, MD, MA, MT, NV, NH, NY, WA for which the term specified herein shall be 7 years

*Term applicable in all States with the exception of CA, CO, KS, MD, MA, MT, NV, NH, NY, WA for which the term specified herein shall be 7 years

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This INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as the "Agreement") is made as of by and between Live Notaries TechnologiesCorp..having its principal place of businessat4401-A Connecticut Ave., NW * Suite #777 Washington, DC 20008 and (name of the independent contractor) (hereinafter referred to as “the Contractor”) having an address (address of the independent contractor).“Live Notaries Technologies Corp.” and “CONTRACTOR” are herein collectively referred to as the “parties” and individually as a “party”.

1. The Live Notaries Technologies Corp. wishes to hire the Contractor as an Independent Contractor for carrying out the notary services as more particularly defined in Exhibit A.
2. The Independent Contractor agrees to act as an independent contractor for Live NotariesTechnologiesCorp. and provide the company notary services as required by them for their clients.
3. Live Notaries TechnologiesCorp. and Independent Contractor desire to enter into an agreement, which will define the respective rights and duties of both the parties.
4. The Parties wish to evidence their contract in writing.
5. The Parties are duly authorized and have the capacity to enter and perform this Contract.
6. The Independent Contractor affirms to understand all the provisions contained in this agreement, and in case the Contractor requires clarification as to one or more of the provisions contained herein, Developer has requested clarification or otherwise sought legal guidance.

1. a) “Agreement” shall mean this Independent Contractor Agreement for the services provided by the independent contractor to the Live Notaries Technologies Corp.
2. b) “Service(s)” shall mean the notary services being provided by the independent contractor, as more particularly described in Exhibit,
3. c) "Intellectual Property" shall mean all intellectual property other than the material/work owned by the Independent Contractor prior to the Effective Date or licensed to the Independent Contractor by a third party.
4. d) “Deliverables” shall mean all the records and data developed by the independent Contractor pursuant to the work order.
5. e) “Work Order” shall mean any specific work for which Live Notaries TechnologiesCorp. wishes to hire the services of the Independent Contractor.

1. Live Notaries TechnologiesCorp. and the Independent Contractor agrees that the term of this agreement shall be for a period of 1 year(s) from the date hereof, and this agreement shall be automatically renewed for the same term with the same terms and provisions unless this agreement shall be amended or terminated in the manner hereinafter provided.

Independent Contractor will perform the services for Live Notaries TechnologiesCorp. which shall in broad include carrying out notary services for the clients of the Company, as more particularly described in Exhibit A,(the “Services”). The Services have been specially ordered and commissioned by Live Notaries TechnologiesCorp.SCOPE OF SERVICES



1. Live Notaries TechnologiesCorp.shall notify the Independent Contractor whose services it wishes to avail and the details of the work to be performed by the Independent Contractor.


2. If the Independent Contractor accepts to perform the services pursuant to the work details providedforLive Notaries Technologies Corp. it must inform the Company about the duration in which he shall perform the service needed.


3. The independent contractor will be allowed a time frame of 3 hours to 1 week from the time of intimation of service to be provided.


4. If the time frame requested by the independent contractor is accepted by Live Notaries TechnologiesCorp. or in consonance with the time frame stated by Live Notaries Technologies Corp.in the intimation for services, the independent contractor then will be asked to perform the service.


5. After both parties have agreed upon the clauses mentioned above, with the mutual consent of the parties, the Independent Contractor shall render its services for the work requested.

Independent Contractor enters into this Agreement as and shall continue to be, an Independent contractor. All Services shall be performed only by an Independent Contractor. Under no circumstances shall Independent Contractor, look to Live Notaries Technologies Corp. as its Company, or as a partner, agent, or principal.

1. In consideration of the services to be performed by Contractor, Live Notaries Technologies Corp.agrees to pay Contractor on a commission basis.


2. Except as otherwise provided in this Agreement, all payments made by the Live NotariesTechnologies Corp. shall be made through bank deposit and on a weekly basis

The contractor will be responsible for all the expenses incurred while performing services under this agreement.

Contractor represents and warrants that he shall comply with all the federal, state, and local laws requiring permits and licenses for carrying out the service for which this agreement is being entered into.

1. Live Notaries TechnologiesCorp. shall pay his/her own tax to the Taxation authorities whenever required. The Independent contractor bears the risk of making a profit or loss on each task.
2. Independent Contractor must bear the responsibility for poor work or injury sustained while performing the task.
3. Independent Contractor shall have to organize his/her own insurance policy.
4. The Independent Contractor shall not be entitled to any kind of allowances.

The contractor, at the contractor’s expense, will maintain professional liability insurance with a minimum of $50,000.00 per occurrence coverage liability. Such insurance shall cover the actions and services to be provided by contractor hereunder. Insurance coverage required under this section shall not limit the liability of contractors to Live Notaries Technologies Corp.

1. The Contractor acknowledges that, in any position the Contractor may hold, in and as a result of the Contractor’s Agreement by Live Notaries Technologies Corp. the Contractor will or may, by making use of, acquiring or adding to information which is confidential to Live Notaries Technologies Corp.(‘confidential information”) and the confidential information is the exclusive property of Live Notaries Technologies Corp. The confidential information will include all data and information relating to the business and management of Live Notaries Technologies Corp. including but not limited to, Client list, business policies, business strategies, proprietary, and trade secret technology to which access is obtained by the Contractor, including computer software, other proprietary data, business operations, marketing and development operations, customer information, passwords for various servers, details about various databases, etc.
2. The confidential information will also include any information that has been disclosed by a third party to Live Notaries Technologies Corp. and is governed by a non-disclosure agreement entered into between that third party and Live Notaries Technologies Corp. Confidential information will include Live Notaries Technologies Corporation Client’s information. The Independent Contractor shall treat it as confidential information and exclusive property of Live Notaries Technologies Corp. and shall not disclose the same to any third party.
3. The confidential information also includes anything developed or produced during the Contractor as the term of Agreement with Live Notaries Technologies Corp. including but not limited to, any new Client list, existing Client’s information acquired by the Contractor as a result of Contractor’s relationship with Live Notaries Technologies Corp. business policies, business strategies, intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademark or copyright.
4. Contractor agrees to keep confidential all, and not use or disclose any, information about consumers, clients, customers and/or affiliates o Live Notaries Technologies Corp., its customers, clients or other financial institutions, except as is necessary for the ordinary course of business to carry out the activities to be performed by the contractor under this agreement. The contractor further agrees to comply with Title V OF THE GRAMM-LEACH-BLILEY ACT (GLBA)and to take necessary steps to ensure fulfillment of these confidentiality obligations, including maintenance of such policies and procedures as may be necessary to ensure compliance with these obligations.

1. Live Notaries Technologies Corp. acknowledges and agrees that all rights, title, and interest in any confidential information will remain the exclusive property of Live Notaries Technologies Corp. Accordingly, the Contractor specifically acknowledges and agrees that the Contractor will have no interest in the confidential information, including, without limitation, no interest in information acquired or developed by the Contractor in the course of its agreement with Live Notaries Technologies Corp. and formulations, know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of the confidential information.
2. The Contractor agrees to immediately disclose to Live Notaries Technologies Corp. all confidential information developed in whole or in part by the Contractor during the Contractor’s term of Agreement with Live Notaries Technologies Corp. and to assign to Live Notaries Technologies Corp. any right, title or interest the Contractor may have in the confidential information. The Contractor agrees to execute any instruments and to do all other things reasonably requested by Live Notaries Technologies Corp., both during and after the Contractor’s Agreement with, Live Notaries Technologies Corp. in order to vest more fully in Live Notaries Technologies Corp.allownership rights in those items transferred by the Contractor to Live Notaries Technologies Corp.

1. The Contractor agrees that a material term of the Contractor’s contract with Live NotariesTechnologies Corp.is to keep all confidential information confidential and protect its release from the public. The Contractor agrees not to divulge, reveal, report, or use, for any purpose, any of the confidential information which the Contractor has obtained or which was disclosed to the Contractor by Live Notaries Technologies Corp.as a result of the Contractor’s Agreement with Live NotariesTechnologies Corp. The Contractor agrees and acknowledges that the confidential information is of a proprietary and confidential nature and that any disclosure of the confidential information to a third party in breach of this agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to Live Notaries Technologies Corp. would gravely affect the effective and successful conduct of Live Notaries Technologies Corp. business and goodwill and would be a material breach of this Agreement.
2. The obligations to ensure and protect the confidentiality of the confidential information imposed on the Contractor in this Agreement and any obligations to provide notice under this agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of two years from the date of expiration or termination.
3. If the Contractor loses or makes any unauthorized disclosure of any confidential information, the Contractor will immediately notify Live Notaries Technologies Corp. and take all reasonable steps necessary to retrieve the lost or improperly disclosed confidential information.

1. The Contractor agrees that, upon request of Live Notaries Technologies Corp. or upon termination or expiration, as the case may be, of this Agreement, the Contractor will turn over to Live NotariesTechnologies Corp. all confidential information belonging to Live Notaries Technologies Corp. including but not limited to, all documents, plans, specifications, electronic media, as well as any duplicates or backups made of that confidential information in whatever form or media, in the possession or control of the Contractor that:

a) Is connected with or derived from the Contractor’s Agreement with Live Notaries Technologies Corp.

1. Disclosure: Independent Contractor will promptly disclose in writing to Live NotariesTechnologies Corp.all works made, conceived or learned and all other relevant information provided by the Contractor(either alone or jointly with others) during the period Independent Contractor provides the Services as a result of performing the Services.
2. During the course of performing the Services, Independent Contractor may, independently or in conjunction with Live Notaries Technologies Corp., develop information, or achieve other results for Live Notaries Technologies Corp. in connection with the Services it performs for Live NotariesTechnologies Corp. Independent Contractor agrees that such information, and other results, systems, and information developed by Independent Contractor and/or Live Notaries TechnologiesCorp. in connection with such Services shall remain the sole and exclusive property of Live NotariesTechnologies Corp.

1. Contractor represents and warrants to Live Notaries Technologies Corp. that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Live Notaries Technologies Corp. that in performing under the Agreement;(b) Contractor will not violate the terms of any agreement with any third party; and (c) the Services and any deliverables thereof are the original work of provided by the Contractor, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. Contractor shall defend, indemnify and hold Live Notaries Technologies Corp. and its successors, assigns and licensees harmless from any and all claims, actions, and proceedings, and the resulting losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to contractor’s breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor.
2. Contractor represents and warrants to Live Notaries Technologies Corp. that he/she has (a) sufficient expertise, training,/ and experience to accomplish the Services; and (b) executed agreements which state that (i) all work done by the contractor will be a work made for hire; and (ii) the contractor assigns all rights in and to all work done by the contractors to Live NotariesTechnologies Corp.

1. The Contractor has provided or will provide to Live Notaries Technologies Corp. a copy of his/herCertificate from the Gramm-Leach-Bliley Act (GLBA) Compliant National Notary Association (NNA) background screening program.
2. Contractor hereby authorizes Live Notaries Technologies Corp. to release, disclose and/or provide a copy of said Certificate to any client, customer, lender, or other financial institution for whom settlement or other services are provided, so as to evidence Contractor meets all requirements, qualifications, and standards imposed by such customer, lender or financial institution on persons who receive or have access to consumer financial information or other non-public or confidential information.
3. Contractor further authorizes Live Notaries Technologies Corp. to release, disclose and/or provide a copy of any and all forms, questionnaires, investigative reports, background checks, evaluations, analysis, or other information that Contractor has provided or caused to be provided to Live Notaries Technologies Corp. or which Live Notaries Technologies Corp. has prepared, to any customer, client, lender, or other financial institution for whom settlement or other services are provided, so as to evidence Contractor meets all requirements, qualifications, and standards imposed by such customer, lender or financial institution on persons who receive or have access to consumer financial information or other confidential information.
4. Contractor hereby releases, Live Notaries Technologies Corp. and its customers, clients, or other financial institutions, to the full extent permitted by law, from any liability or claims arising from releasing, disclosing, providing, and/or reporting information concerning Contractor to any party pursuant to this authorization and release.

1. Indemnification by Contractor: Contractor agrees to indemnify and hold harmless Company and its officers, directors, Independent Contractors and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
   1. the negligent, grossly negligent, or intentional act or omission of Contractor.
   2. Contractor's failure to perform any of its obligations under this Agreement, and
   3. any act or omission of Contractor in connection with the Wo
2. Notification: Company will promptly notify Contractor of any claim for indemnification
3. Survival: The Contractor's obligations under this Section shall survive the termination or expiration of this Agreement.

1. Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur: if the other party commits any breach of the terms or conditions of this Agreement including the terms conditions and provisions hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation, therefore) within 30 days after receiving written notice requiring it so to do;
2. Termination of this Agreement shall be without prejudice to any accrued rights of either party and shall not affect obligations with regards to Confidential Information and Non-Solicitation.

1. The Contractor understands and agrees that any attempt on the part of the Contractor to induce other Contractors or employees to leave Live Notaries Technologies Corp. or any effort by the Contractor to interfere with Live Notaries Technologies Corp. relationship with its other Contractorsor employees would be harmful and damaging to Live Notaries Technologies Corp. The Contractor agrees that during the Contractor’s term of Agreement with Live Notaries Technologies Corp. and for a period of _
2. II. 2 years after the end of that term, the Contractor will not in any way directly or indirectly:
   1. Induce or attempt to induce any Employee or Contractor of Live Notaries Technologies Corp. to quit employment or retainer with Live Notaries Technologies Corp. Otherwise, interfere with or disrupt Live Notaries Technologies Corp. relationship with its Contractors.
   2. Discuss employment opportunities or provide information about competitive employment to any of Live Notaries Technologies Corp. Contractors; or
   3. Solicit, entice or hire away any Contractor or employee of Live Notaries Technologies Corp. for the purpose of the employment opportunity that is in competition with Live Notaries Technologies Corp. This non-solicitation obligation as described in this section will be limited to the Contractors or employees who were employees or Independent Contractors of Live Notaries Technologies Corp. during the period that the Contractor was hired by Live Notaries Technologies Corp. During the term of the Contractor’s active Agreement with Live Notaries Technologies Corp. and for 2 years thereafter, the Contractor will not divert or attempt to divert from Live Notaries Technologies Corp. any business Live Notaries Technologies Corp. had enjoyed, solicited, or attempted to solicit, its customers, prior to termination or expiration, as the case may be, of the Contractor’s Agreement with Live Notaries Technologies Corp.
   4. During the term of the Contractor’s active Agreement with Live Notaries Technologies Corp. and for 2 years thereafter, the Contractor shall not directly or indirectly solicit, or attempt to sell, license or provide the same or similar services as are provided to any client or customer of Live NotariesTechnologies Corp

The Contractor agrees that during the Term of this Agreement and for 2 years after termination of the Agreement, the Contractor will not directly or indirectly engage in any business that competes with the business of Live Notaries Technologies Corporation.

ARBITRATION:

I. Any dispute, difference, controversy or claim ("Dispute") arising between the Parties out of or in relation to or in connection with this Agreement, of the breach, termination, effect, validity, interpretation or application of this Agreement or as to their rights, duties or liabilities there under, or as to any act, matter or thing arising out of, consequent to or in connection with this Agreement, shall be settled by the Parties by mutual negotiations and agreement. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the applicable Arbitration laws or any subsequent enactment or amendment thereto (the "Arbitration Act"). The Parties shall jointly appoint a single Arbitrator.

II. The decision of the Arbitrators shall be final and binding upon the Parties. The venue of arbitration proceedings shall be . The language of the arbitration and the award shall be English.

21. GOVERNING LAW AND ATTORNEY’S FEES:

This Agreement shall be governed by and construed in accordance with the laws of each state, without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the courts sitting in each estate. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.

22.LIABILITY:

The Company shall not liable for any costs incurred in relation to awards or proceedings against the Contractor in relation to infringement of third-party rights, confidentiality obligations etc. If Live Notaries Technologies Corp. and the Contractor are joined as Defendants, the Contractor shall indemnify Live Notaries Technologies Corp. for the same. Except with respect to the Parties’ indemnification obligations, neither Party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. the foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.

23.EXCLUSIVE SERVICES

The Contractor agrees to provide nonexclusive services to Live Notaries Technologies Corp. for the term of the Agreement.

24. INSPECTION AND ACCEPTANCE

I. Non-Conforming Services and Deliverables: If any of the Services performed or Deliverables delivered does not conform to specified requirements, Live Notaries Technologies Corp. may require the Independent Contractor to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Independent Contractor's sole cost and expense. When the defects in Services and/or Deliverables cannot corrected by re-performance, Live Notaries Technologies Corp. may [a] require Independent Contractor to takes necessary action, at Independent Contractor's own cost and expense, to ensure that future performance conforms to the requirements and / or [b] reduce any price payable under the applicable project to reflect the reduced value of the Services performed and / or Deliverables delivered by Independent Contractor and accepted by Live Notaries Technologies Corporation.

II. If Independent Contractor fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Live Notaries Technologies Corp. to be sufficient to ensure future performance of the project in full conformity with such requirements, Live Notaries Technologies Corp. may (a) by contract or otherwise, perform the services or subcontract to another Independent Contractor to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Independent Contractor and/or (b) terminate the project and/or this Contract for default.

25. BINDING EFFECT:

This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Live Notaries Technologies Corp. prior written consent which may be withheld as Live Notaries Technologies Corp. determines in its sole discretion. Any such purported assignment shall be void.

26. SEVERABILITY:

If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.

27. INJUNCTIVE RELIEF:

Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Live Notaries Technologies Corp. will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.

28. NO PARTNERSHIP:

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Live Notaries Technologies Corp.

29. AMENDMENT AND WAIVERS:

Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

30. NOTICES:

All notices and other communications in connection with this Agreement will be in writing and will be considered given as following:

a) When delivered personally to the recipient’s address as stated on this Agreement,

b) When sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail or recipient delivers a written confirmation of receipt.

31. FORCE MAJEURE:

If either party to the agreement fails to perform its obligations under this Agreement in whole or in part as a consequence of acts of God, fire, earthquake, flood, explosion, public utility failure, accident, strikes, embargoes, war, nuclear disaster, or riot, such failure to perform shall not be considered a breach of this Agreement during the period of such disability. In any such event, the disabled party shall use its best efforts to meet its obligations under this agreement. The disabled party shall promptly and in writing advise the other party if it is unable to perform due to a force majeure event, the expected duration of such inability to perform, and of any developments that appear likely to affect the ability of that party to perform its obligations hereunder in whole or in part.

32. HEADINGS:

Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

33. ASSIGNMENT:

Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Live Notaries Technologies Corp. prior written approval.

34. ELECTRONIC SIGNATURES:

This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.

35. ENTIRE AGREEMENT:

This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties

CAUTION:

THIS AGREEMENT AFFECTS CONTRACTOR’S RIGHTS TO PERFORM SERVICES AND RESTRICTS CONTRACTOR’S RIGHT TO DISCLOSE OR USE Live Notaries Technologies Corp. AND CLIENT’S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO HIS/HER SERVICES.INDEPENDENT CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

EXHIBIT A