January 15, 2024

This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered
into as of XXX, by and between ESELECTRONICS INC. (the “Company”), whose
principal place of business located at XXX, and XXX,
Virtual Assistant (“Independent Contractor”), an independent contractor.
WHEREAS the Company has or owns an Amazon Seller Account; and
WHEREAS the Independent Contractor is an individual who has the expertise and technical
know-how of finding products through Walmart and samsclub and listing them on the
Company’s Amazon Seller account and who shall be contracted to perform certain duties
and responsibilities on behalf of the company; and
WHEREAS the Company desires to engage the services of Independent Contractor and the
Independent Contractor has agreed to perform the services as provided in this agreement
for the company. The Parties have agreed that the provision of content shall be made on the
terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Company and Independent Contractor
agree as follows:
1. Engagement. The Company hereby engages the services of Independent Contractor
1.1 Finding products through Walmart and Samsclub and listing them on the Company’s
Amazon Seller Account.
2. Term and Termination.
2.1 Term. The term of this Agreement shall commence on the 12 th of July 2022 through
August 9 th 2022 (the “Term”), unless earlier terminated as provided herein, or unless
extended by mutual agreement expressed in writing signed by both parties prior to
the expiration of the Term.
2.2 Termination. Notwithstanding anything in this Agreement to the contrary:
2.2.1 The agreement may be terminated by either party at any time without
advance notice, upon a material breach by the other party of any of its or his
obligations hereunder; and
2.2.2 The Term may be terminated without cause by either party at any time.
2.2.3 The Company my terminate the contract if the Independent Contractor
violates any of the Amazon Policy rules that would get the Company’s
account suspended.
3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Company shall pay Independent Contractor as per the
invoices provided;
3.2 Business Expenses. Company shall reimburse Independent Contractor for all
reasonable, out-of-pocket business expenses actually incurred by Independent
Contractor during the Term in performing the Services; provided, that
(i) any such expense is pre-approved by the Company
(ii) Independent Contractor submits to Company appropriate supporting
documentation for all such expenses in accordance with Company’s policies
and procedures.
Any losses incurred by the independent contractor in the course of conducting
business shall be met by the independent contractor.

4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Independent Contractor shall regularly report, but no less than daily
during the Term, on the progress of completion of tasks, and the hours incurred in
performing such tasks. The company shall communicate due dates for the
deliverables to the contractor when the task is assigned.
4.2 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.3 No Subcontracting. Independent Contractor is being engaged to perform personal
services within his asserted areas of professional expertise, and shall not delegate
or subcontract any portion of the services to be performed hereunder.
5. Independent Contractor & Company Relationship.
5.1 No Employment Relationship. The Company and Independent Contractor each
expressly agree and understand that they are creating an Independent Contractor
relationship, and that Independent Contractor shall not be considered an employee
of the Company for any purpose. Independent Contractor is not entitled to receive or
participate in any medical, retirement, vacation, paid or unpaid leave, or other
benefits provided by the Company to its employees. Independent Contractor is
exclusively responsible for all Social Security, self-employment, and income taxes,
disability insurance, workers’ compensation insurance, any other statutory benefits
otherwise required to be provided to employees, and all fees and licenses, if any,
required for the performance of the services hereunder.
5.2 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Independent Contractor from performing services for other clients or
businesses; provided, however, that during the Term of this Agreement,
Independent Contractor shall not apply, bid, or contract for; or undertake any
employment, Independent Contractor work, or consulting work with, any competitor
of Company. The determination of which businesses constitute “competitors” of
Company shall be solely within the exclusive discretion of the Company.
6. Work for Hire.
Independent Contractor understands and agrees that (i) to the extent permitted by law,
applicable portions of the Work assigned to the Independent Contractor shall be deemed a
“work made for hire”, and that Company shall be deemed the exclusive owner of all rights,
title and interest in and to such Work in any and all media, languages, territories and
jurisdictions throughout the world, now known or hereafter devised, including, but not limited
to, any and all works of authorship, copyrights and copyright registrations.
7. Independent Contractor Liability.
Independent Contractor will be responsible for any and all losses, liabilities, damages,
injuries, claims, charges and costs, whether tangible or intangible (collectively, the “Losses”),
to persons or property that in any way arise out of or relate to the performance of the
Services whether performed by Independent Contractor or any other persons/entities under
the Independent Contractor’s control or direction, except for those Losses directly arising out
of the willful misconduct of the Company. The Company disclaim liability for damage, loss or
theft of the Independent Contractor’s materials and property, whether on-site or in transit to
the Event.
8. Conflicts of Interest and Ethical Conduct.
8.1 Performance of Services for Competitors. Independent Contractor will notify the
Company immediately if, during the Term, he engages, or proposes to engage, in
the performance of services for any competitor of Company, or any vendor to or
customer of the Company. If Independent Contractor performs services, whether as
an employee or an Independent Contractor, for a competitor of Company during the
Term of this Agreement, Company may terminate this Agreement immediately and
without further obligation. Additionally, to avoid the appearance or existence of a
conflict of interest, during the Term, Independent Contractor must fully disclose in
advance to Company the terms of any proposed or actual services for a vendor or

customer of Company, and Company shall have the right in its sole discretion to
disapprove the transaction on conflict-of-interest grounds, or alternatively to
terminate this Agreement immediately and without further obligation to Independent
8.2 Compliance with Applicable Laws. Independent Contractor, in his performance
under this Agreement, shall comply with all applicable federal, state, and local laws
and regulations.
8.3 Solicitation of Company Personnel. Independent Contractor agrees to refrain from
any solicitation or recruitment (directly or indirectly) of any of Company’s employees
during the term of this Agreement and for a period after the expiration or termination
of this Agreement equal in duration to the duration of this Agreement. General
solicitation, not directed at Company’s employees, will not constitute a violation of
this Section.
8.4 Conditions Imposed by Company’s Customers or Vendors. Company’s customers
or vendors may from time to time impose restrictions or conditions, including
conditions of confidentiality, on Company and personnel working with the Company.
Independent Contractor agrees that such terms and conditions, of which he has
been notified in writing, form an integral part of this Agreement, and Independent
Contractor covenants and agrees to accept and comply with such additional terms
and conditions.
9. Confidentiality and Non-Disclosure.
9.1 Confidential Information Defined. As used herein, the term “Confidential Information”
shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, Client names and
addresses, prospective Client lists, data concerning Company’s products and
methods, computer software, files and documents, and any other information of a
similar nature disclosed to Independent Contractor or otherwise made known to him
as a consequence of or through his relationship with the Company.
9.2 Confidential Information Belongs to Company. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any
of the Confidential Information shall belong exclusively to Company, and
Independent Contractor agrees to return the originals and all copies of such
materials in his possession, custody or control to the Company upon request or
upon termination or expiration of the Term of this Agreement.
9.3 Confidentiality Obligation. Independent Contractor agrees during the Term of this
Agreement and thereafter to hold in confidence and not to directly or indirectly
reveal, report, publish, disclose or transfer any of the Confidential Information to any
other person or entity, or utilize any of the Confidential Information for any purpose,
except in the course of services performed under this Agreement.
9.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that Company
will suffer irreparable harm in the event that Independent Contractor fails to comply
with any of his obligations under this Section 8, and that monetary damages will be
inadequate to compensate Company for such breach. Accordingly, Independent
Contractor agrees that Company will, in addition to any other remedies available to
it at law or in equity, be entitled to injunctive relief to enforce the terms of
this Section 8.
10. Representations and Warranties.
Independent Contractor hereby represents and warrants that, as of the date hereof and
continuing throughout the term of this Agreement, he is not and will not be in any way
restricted or prohibited, contractually or otherwise, from entering into this Agreement or
performing the services contemplated hereunder.
11. Dispute Resolution
All or any disputes arising out or touching upon or in relation to the terms and conditions of
this Agreement, including the interpretation and validity of the terms thereof and the

respective rights and obligations of the Parties, shall be settled amicably by mutual
discussion, failing which the same shall be settled through Mediation.
12. Miscellaneous.
12.1 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces any
oral or written agreements heretofore entered into between the parties. This
Agreement cannot be modified, or any performance or condition waived, in whole or
in part, except by a writing signed by the party against whom enforcement of the
modification or waiver is sought. The waiver of any breach of any term or condition
of this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.
12.2 Survival. To the extent consistent with this Agreement, all representations,
warranties and post-termination obligations contained in this Agreement shall
survive the expiration of the Term, or the termination, of this Agreement.
12.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Company and to any of its successors. This Agreement is not assignable by
Independent Contractor, but shall be binding upon and, to the extent provided for in
this Agreement, inure to the benefit of Independent Contractor’s heirs, executors,
administrators and legal representatives.
12.4 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
12.5 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of New York without reference
to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor
Agreement as of the date first above written.

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