This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered
into as of [insert date] (the “Effective Date”), by and between XXX with IdeaCARD,
whose place of business is XXX, (“Josh with
IdeaCARD”) and XXX whose place of business is at Housing Board Colony
XXX (“Contractor”). Each of IdeaCARD and Contractor are
sometimes referred to individually as a “Party” or collectively as the “Parties.”

A. Josh with IdeaCARD, which is a blockchain phone application intended to connect
businesses to their most loyal customers through the sales of IdeaCARD NFTs, desires
to engage Contractor who is a 3 rd party UI/UX designer, to work on the interface design
of IdeaCARD; and
B. Contractor has agreed to provide certain services to IdeaCARD on the terms set forth in
this Agreement.
Therefore, the Parties agrees as follows:

Josh with IdeaCARD hereby engages Contractor to provide during the Term (as defined in
Section 3, below) the services set forth on the attached Exhibit A (collectively, the “Services”).
During the Term, Contractor agrees to devote such business efforts and time as is reasonably
required to fulfill Contractor’s duties in connection with the Services, to provide the same in a
diligent and conscientious manner and to the best of Contractor’s ability, in accordance with
applicable law, and the terms and conditions provided in this Agreement.
(a) Fee. As consideration for the Services, Josh with IdeaCARD shall pay Contractor, a total fee
in an amount equal to One Thousand Six Hundred Dollars ($1600) paid in tiers when certain
steps, as provided for in Exhibit B are complete (the “Fee”).
(b) Business Expenses. Josh with IdeaCARD shall reimburse Contractor for all reasonable, out-
of-pocket business expenses actually incurred by Contractor during the Term in performing the
Services; provided, that (i) any such expense is pre-approved by Josh with IdeaCARD, and (ii)
Contractor submits to Josh with IdeaCARD appropriate supporting documentation for all such
expenses in accordance with Josh with IdeaCARD’ policies and procedures.
(c) Tax Matters. Josh with IdeaCARD and Contractor agree that Contractor shall be treated as
an independent contractor, and not as an employee of Josh with IdeaCARD, with respect to the
Services performed hereunder. All fees payable to Contractor hereunder shall be paid in full,
without any withholding, deduction, or offset of any Federal, state, or local income taxes,
employment taxes, or other withholdings, except to the extent Josh with IdeaCARD reasonably

determines that any such withholdings, deductions, or offsets are required by applicable law.
Contractor hereby covenants and agrees that
Contractor shall be solely responsible for all income taxes, payroll taxes, and other withholdings
(both employer and employee portions) with respect to all fees paid by Josh with IdeaCARD
hereunder, and agrees to indemnify and hold Josh with IdeaCARD harmless from and against
any and all loss, liability, claim, cause of action, suit, fine, damage, judgment, cost or expense
(including reasonable attorneys’ fees) arising out of or in connection with any tax liability or other
tax obligations relating to payments made to Contractor pursuant to this Agreement, including,
without limitation, any such taxes and withholdings imposed as a result of any claim or
determination by any taxing authority or otherwise that Contractor is not an independent
contractor with respect to the services performed hereunder.

(a) Term. The Engagement shall be for a [insert term period] period commencing on [insert
commencement date] and ending on [insert end date], unless terminated in accordance with
Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of Josh with IdeaCARD and Contractor; or (ii) by the non-breaching Party upon the
occurrence of a breach by the other Party in the performance of its obligations under this
Agreement, which breach (if capable of cure) is not cured to the reasonable satisfaction
of the non-breaching Party within ten (10) business days after the non-breaching Party
has delivered written notice of such breach to the breaching Party.
(ii) Effect of Termination. In the event the Engagement is terminated or expires, the
provisions of this Agreement, other than those set forth in Section 8(i), shall no longer
have any force or effect. Upon the termination of the Engagement, Josh with IdeaCARD
shall (i) pay to Contractor, no later than fifteen (15) days after the date of termination, the
earned, but unpaid portion of the Fee, prorated through the date of termination, and (ii)
shall reimburse Contractor, in accordance with Section 2(b), for all expenses properly
incurred prior to the date of termination.

(a) Work.
(i) Definition. All inventions, discoveries, improvements, developments, concepts,
trade secrets, original works of authorship, formulas, work products, drawings, know-how,
designs, algorithms, computer programs, (including, but not limited to, source code, object code
routines, macros, etc.), databases, strategies, processes, procedures, methodologies, and
techniques, and all documentation relating to the foregoing, whether or not patentable or
registrable under copyright or similar laws, which Contractor, alone or jointly, while operating on
Josh with IdeaCARD’s behalf and within the scope of Services listed on Exhibit A, creates,
conceives, develops, reduces to practice, or causes another to create, conceive, develop, or
reduce to practice expressly for Josh with IdeaCARD, will collectively and individually be

referred to as the “Work.” Notwithstanding the foregoing, the parties acknowledge and agree
that any minor reformulations or minor enhancements of Contractor’s existing products shall not
constitute Work hereunder. Contractor agrees to disclose promptly in writing to Josh with
IdeaCARD all inventions created, conceived, developed or reduced to practice by Contractor,
while Contractor is operating on Josh with IdeaCARD’ behalf and within the scope of Services
listed on Exhibit A.
(ii) Nonassignable Inventions. Notwithstanding any provision of this Agreement to
the contrary, this Agreement does not apply to Work which qualifies fully as a nonassignable
invention under the provisions of applicable law.

(b) Proprietary Rights.
(i) Work Made for Hire. Contractor understands and agrees that (i) to the extent
permitted by law, applicable portions of the Work shall be deemed a “work made for hire” within
the meaning of that term under United States Copyright Act, 17 U.S.C. §§ 101 et seq., as
amended or superseded, and (ii) Josh with IdeaCARD 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.
(ii) Assignment. Contractor assigns and transfers to Josh with IdeaCARD, effective
as of the date of its creation, any and all rights, title and interest Contractor may have or may
acquire in and to the Work (including, but not limited to, any Work not deemed, for whatever
reason, to have been created as a work made for hire), 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 inventions, patents, patent applications, copyrights, copyright
registrations, trade secrets, know-how and other intellectual property rights in the Work, and the
right to prosecute and recover damages for all past, present and future infringements or other
violations of the Work.
(iii) Use of the Work. Josh with IdeaCARD shall have the unrestricted right to use,
display, publish, perform, record, copy, broadcast, transmit, distribute, augment, subtract from,
modify, distort, translate, transfer, combine with other information or materials, create derivative
works based on, sell, or otherwise exploit for any purpose, the Work and any portion thereof, in
any manner or media throughout the world, as Josh with IdeaCARD may in its sole discretion
determine. Contractor hereby irrevocably waives and assigns to Josh with IdeaCARD any and
all so-called moral rights or “droit moral” Contractor may have in or with respect to any Work.
Notwithstanding the foregoing, nothing contained herein will require Josh with IdeaCARD to
exercise or exploit any of Josh with IdeaCARD’ rights in or to the Work.
(iv) Contractor’s Use of Work. Contractor shall not at any time without Josh with
IdeaCARD’ prior written consent, except as required in the performance of Contractor’s
responsibilities on behalf of Josh with IdeaCARD, (i) reproduce, display, publish, perform,
record, broadcast, transmit, distribute, modify, translate, combine with other information or
materials, create derivative works based on, exploit commercially, disclose, or otherwise use the
Work, in any manner or medium whatsoever; or (ii) disclose or publicize the terms of this

(v) Further Documentation. Upon Josh with IdeaCARD’ request, Contractor shall, at
Josh with IdeaCARD’s expense, promptly execute and deliver to Josh with IdeaCARD any and
all necessary documentation, including, but not limited to, assignments, declarations for patent
applications, copyright registrations, or such other documents as are necessary to effectuate the
purposes of this Agreement and to vest in Josh with IdeaCARD ownership of all Work.
Contractor hereby irrevocably appoints Josh with IdeaCARD as Contractor’s attorney-in-fact
with full power to execute, acknowledge, deliver and record any and all such documents
Contractor fails to execute within five (5) business days after Josh with IdeaCARD’ request
therefor. This appointment shall be a power coupled with an interest and is irrevocable.

(c) Proprietary Information.
(i) Contractor agrees to retain in confidence all information relating to Josh with IdeaCARD,
including, but not limited to, any of Josh with IdeaCARD’ proprietary information, technical data,
trade secrets, know-how, research, product plans, products, services, works of original
authorship, photographs, negatives, digital images, software, computer programs, ideas,
research, developments, inventions (whether or not patentable), processes, formulas,
technology, designs, drawings, engineering, hardware configuration information, forecasts,
strategies, marketing, finances or other business information (“Proprietary Information”). Except
as is reasonably necessary in the performance of Contractor’s obligations to Josh with
IdeaCARD, Contractor agrees not to use the Proprietary Information. Notwithstanding the
foregoing, Proprietary Information shall not include any information that: (A) was in or entered
the public domain through no fault of Contractor and not in violation of this Agreement; or (B) is
disclosed to Contractor by a third party legally entitled to make such disclosure without violation
of any obligation of confidentiality. In the event that Contractor is requested pursuant to, or
required by, applicable law or regulation to disclose any Proprietary Information or any other
information concerning Josh with IdeaCARD, Contractor shall provide Josh with IdeaCARD with
prompt written notice of such request or requirement in order to enable Josh with IdeaCARD (i)
to seek an appropriate protective order or other remedy, (ii) to consult with Contractor with
respect to Josh with IdeaCARD’ taking steps to resist or narrow the scope of such request or (iii)
to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, or Josh with IdeaCARD waives compliance, in
whole or in part, with the terms of this Agreement, Contactor shall use commercially reasonable
efforts to disclose only that portion of the Proprietary Information that is legally required to be
disclosed and to ensure that all Proprietary Information that is so disclosed will be accorded
confidential treatment. All right, title and interest in and to the Proprietary Information will remain
the exclusive property of Josh with IdeaCARD. Nothing in this Agreement will be construed to
grant Contractor any rights to or license under the Proprietary Information or under any related
patent, patent application, trademark, copyright, know-how, or other intellectual property of Josh
with IdeaCARD.

(ii) Nature of Proprietary Information. Contractor acknowledges and agrees that the Proprietary
Information protected by this Agreement is of a special, unique, unusual, extraordinary and
intellectual character that money damages would not be sufficient to avoid or compensate for
the unauthorized use or disclosure of the Proprietary Information or the breach of the covenants

herein; and that specific performance, injunctive relief, and other equitable relief would be
appropriate to prevent any actual or threatened use or disclosure of the Proprietary Information
or breach of the covenants herein. Contractor also acknowledges that the interests of Josh with
IdeaCARD in and to its Proprietary Information may be irreparably injured by disclosure of such
Proprietary Information. The remedies stated above may be pursued in addition to any other
remedies available at law or in equity for breach of this Agreement, and the Contractor agrees
to waive any requirement for the securing or posting of any bond or other security in connection
with such remedy. Should litigation be instituted to enforce any provision hereof, the prevailing
party will be entitled to recover all costs, including, without limitation, reasonable legal fees, cost
of investigation and cost of settlement.
(iii) Return of Proprietary Information. Josh with IdeaCARD may elect at any time to terminate
further access to its Proprietary Information. Upon request, Contractor will return to Josh with
IdeaCARD all Proprietary Information in any form and promptly destroy any and all material or
information derived from the Proprietary Information, including any copies, electronic
embodiments and notes thereof.
(iv) Non-Solicitation. During the Term and for one (1) year thereafter, Contractor shall not
encourage or solicit any employee, independent contractor, vendor, or client of Josh with
IdeaCARD to leave or terminate its relationship with Josh with IdeaCARD for any reason.

Contractor represents and warrants to Josh with IdeaCARD that (i) Contractor has the legal
capacity to execute, deliver and perform this Agreement, (ii) this Agreement is a valid and
binding agreement and is fully enforceable against Contractor, (iii) Contractor is not a party to
any agreement that would prevent his entering into this Agreement or performing his obligations
hereunder, (iv) any work product prepared or provided by Contractor shall not infringe the
intellectual property or other rights of any third party, (v) Contractor’s performance of this
Agreement will not breach any confidentiality or other agreement, with any former employer or
other third party, to which Contractor is bound, (vi) in performing the Services, Contractor shall
not make any unauthorized use of any confidential or proprietary information of any other
person or entity, and (vii) Contractor has not previously granted, pledged, or made any other
disposition to any person or entity, or any right, title or interest in or to the Work, and shall not
make sure any disposition to any person or entity other than Josh with IdeaCARD.
Josh with IdeaCARD represents and warrants to Contractor that (i) Josh with IdeaCARD has the
legal capacity to execute, deliver and perform this Agreement, (ii) this Agreement is a valid and
binding agreement and is fully enforceable against Josh with IdeaCARD, (iii) Josh with
IdeaCARD is not a party to any agreement that would prevent it from entering into this
Agreement or performing its obligations hereunder.

Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, Contractors, attorneys, accountants,

representatives, and agents (collectively, the “Indemnified Parties”), in respect of, and hold them
harmless against, any and all claims, demands, causes of action, actions, proceedings,
judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations,
taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to
enforce the provisions of this Section 6 and amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other
experts, and other expenses) (collectively, “Damages”) incurred or suffered by any of the
Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud,
misrepresentation or breach of any provision of this Agreement (including, but not limited to, the
representations and warranties) by the Indemnifying Party, or (b) any gross negligence or willful
misconduct by the Indemnifying Party. In addition, and notwithstanding the foregoing,
Contractor shall reimburse and indemnify Josh with IdeaCARD and hold Josh with IdeaCARD
harmless against any and all Damages incurred by Josh with IdeaCARD in connection with or
arising out of (i) Contractor’s breach of any of Contractor’s warranties, representations, or
obligations set forth herein, or (ii) any claim by a third party that the Work, or any portion thereof,
infringes or otherwise violates any intellectual property, privacy, or other rights of such party.

Josh with IdeaCARD and Contractor agree that Contractor will perform the Services as an
independent contractor, retaining reasonable control over and responsibility for Contractor’s
own operations. Contractor shall control the time, manner and place of performance of the
Services. Without limiting the foregoing, Contractor acknowledges and agrees that Contractor
shall not have any right to any compensation or benefits that Josh with IdeaCARD grants its
employees, including, without limitation, any salary, pension, stock, bonus, profit sharing,
insurance of any kind, health or other benefits that are available to employees of Josh with
IdeaCARD. In addition, Contractor shall not use any sub-contractors to perform the Services
hereunder and Contractor may not delegate any of his duties hereunder. Contractor will not be
considered an employee or agent of Josh with IdeaCARD as a result of this Agreement, nor will
Contractor have the authority to contract in the name of or bind Josh with IdeaCARD based on
the consulting relationship established hereunder.

(a) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission by
electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the signature
pages hereof. A Party may change or supplement its address for the purposes of receiving
notice pursuant to this Section 8(a) by giving the other Parties written notice of the new address
in the manner set forth above.
(b) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of Contractor and Josh with
IdeaCARD with respect to the subject matter hereof, (ii) supersedes all prior and

contemporaneous understandings, conditions and agreements, oral or written, express or
implied, respecting the engagement of Contractor in connection with the subject matter hereof,
and (iii) may not be modified except by an instrument in writing executed by a duly authorized
representative of each of Josh with IdeaCARD and Contractor.
(c) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.
(d) Governing Law. This Agreement shall be construed according to the laws of the State of
Wisconsin without regard to conflict of laws provisions thereof. The parties hereby submit to the
jurisdiction of the state and federal courts in Wisconsin and agree that said courts have the sole
and exclusive jurisdiction over any and all disputes and causes of action involving such party
that arise out of or relate to this Agreement or its performance. Should either party bring legal
action to enforce its rights under this Agreement, the prevailing party in such action shall be
entitled to recover from the losing party its reasonable attorneys’ fees and costs in addition to
any other relief to which such party is entitled.
(e) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.
(f) Attorneys’ Fees. In the event that there has been a breach of any provision of this Agreement
by any Party, the other Party will be entitled to recover its reasonable costs and attorneys’ fees
in any legal proceeding to enforce the terms of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile
or electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(h) Survival. The provisions of Sections 2(c), 3(c), 4, 5, 6, 7, and 8 shall survive any termination
or expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.

(i) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(j) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this Agreement
by the Parties shall be binding upon their respective successors and permitted assigns.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of
the day and year first above written.

EXECUTED on behalf of XXX w/ IdeaCARD
1. ………………………………………………






EXECUTED on behalf of XXX by:

1. ………………………………………………


[UI/UX Designer]

Exhibit A: Services
[list the services to be performed]
– Other responsibilities as may be mutually agreed upon from time-to-time by Contractor
and XXX with IdeaCARD.

Exhibit B: Schedule of Payments
[insert details of the payment, steps and amounts]

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