VICAP MEDIA LLC CONTRACTOR AGREEMENT

January 13, 2024

VICAP MEDIA LLC CONTRACTOR AGREEMENT

This CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of [insert
date], by and between VICAP MEDIA LLC (the “Company”), with its principal place of
business located at XXX, and XXX (“Independent Contractor”, “Controlling Officer”), an Independent Contractor
whose address for the purposes of this agreement shall be [insert address].
RECITALS
WHEREAS the Company is in the business of offering marketing consultation services, and
specializes in video animations; and
WHEREAS the Controlling Officer is [insert details] 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 Controlling Officer and the
Controlling Officer 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.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Company and Controlling Officer agree as
follows:
1. Engagement. The Company hereby engages the services of Controlling Officer
1.1 The Controlling Officer agrees to provide the following services to the company;
a) Open up bank accounts on behalf of Vicap Media LLC.
b) [insert other services that the Controlling Officer will perform for your
company]
2. Term and Termination.
2.1 Term. The term of this Agreement shall be for a 6-Month commencing on the [insert
date] through [insert date] (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 upon thirty
(30) days written notice to the other.

3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Company shall pay Controlling Officer as follows:
3.3.1 For services performed during the Term, the Company will pay Controlling
Officer [insert the amount the controlling officer shall be paid by the
Company].

3.2 Business Expenses. Company shall reimburse Controlling Officer for all reasonable,
out-of-pocket business expenses actually incurred by Controlling Officer during the
Term in performing the Services; provided, that
(i) any such expense is pre-approved by the Company
(ii) Controlling Officer submits to Company appropriate supporting
documentation for all such expenses in accordance with Company’s policies
and procedures.

Any losses incurred by the Controlling Officer in the course of conducting business
shall be met by the Controlling Officer.

4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Controlling Officer 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. Controlling Officer agrees to use his best efforts in providing services
under the terms of this Agreement.
4.3 No Subcontracting. Controlling Officer 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 Controlling Officer each expressly
agree and understand that they are creating an Independent Contractor relationship,
and that Controlling Officer shall not be considered an employee of the Company for
any purpose. Controlling Officer 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. Controlling Officer 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 Controlling Officer from performing services for other clients or businesses;
provided, however, that during the Term of this Agreement, Controlling Officer shall
not apply, bid, or contract for; or undertake any employment, Controlling Officer
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.
Controlling Officer understands and agrees that (i) to the extent permitted by law, applicable
portions of the Work assigned to the Controlling Officer 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. Conflicts of Interest and Ethical Conduct.
7.1 Performance of Services for Competitors. Controlling Officer 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 Controlling Officer performs services, whether as an
employee or an Controlling Officer, 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, Controlling Officer 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 Controlling Officer.

7.2 Compliance with Applicable Laws. Controlling Officer, in his performance under this
Agreement, shall comply with all applicable federal, state, and local laws and
regulations.
7.3 Solicitation of Company Personnel. Controlling Officer 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.
7.4 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.
Controlling Officer agrees that such terms and conditions, of which he has been
notified in writing, form an integral part of this Agreement, and Controlling Officer
covenants and agrees to accept and comply with such additional terms and
conditions.
8. Confidentiality and Non-Disclosure.
8.1 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 Controlling Officer or otherwise made known to him as a
consequence of or through his relationship with the Company.
8.2 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 Controlling
Officer 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.
8.3 Confidentiality Obligation. Controlling Officer 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.
8.4 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 Controlling Officer 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, Controlling
Officer 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.
9. Representations and Warranties.
Controlling Officer 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.
10. 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.
11. Miscellaneous.

11.1 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.
11.2 Interpretation, Severability and Reformation. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be valid and effective
under applicable law. If any provision of this Agreement shall be unlawful, void or for
any reason unenforceable, it shall be deemed separable from, and shall in no way
affect the validity or enforceability of, the remaining provisions of this Agreement,
and the rights and obligations of the parties shall be enforced to the fullest extent
possible.
11.3 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.
11.4 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
Controlling Officer, but shall be binding upon and, to the extent provided for in this
Agreement, inure to the benefit of Controlling Officer’s heirs, executors,
administrators and legal representatives.
11.5 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.
11.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of Wyoming without reference
to conflicts of laws principles.

IN WITNESS WHEREOF, the parties hereto have executed this Controlling Officer
Agreement as of the date first above written.
/s/_________________________
XXX,
FOR: XXX LLC
[date]
/s/_________________________
XXX

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