Independent Contractor's Agreement Between You And Fretdaddy, LLC
THIS INDEPENDENT CONTRACTOR'S AGREEMENT (the "Agreement") is made as of April 1, 2011 by and between FRETDADDY, LLC (the "Company"), a Delaware Manager-Managed Limited Liability Company with a place of business at 940 24th street, San Diego, CA 92102 and "YOU," the teacher account user of our web services ("the Independent Contractor"). The parties understand and agree that these terms and conditions may be altered and changed with or without notice by the Company and that it is the Independent Contractor's responsibility to regularly check the terms and conditions and to provide notice to the Company if any subsequent changes are not agreed upon by the Independent Contractor. If the terms and conditions are changed, the Company will take reasonable actions necessary to notify the Independent Contractor. Both parties herein agree that posting an updated agreement on the Company's website (located at http://www.fretdaddy.com) constitute reasonable actions.

In consideration of the mutual premises herein contained, Company and Independent Contractor hereby agree as follows:

SECTION 1: ENGAGEMENT

The Company hereby engages the Independent Contractor to render the services, and deliver related reports and updates, according to the schedule and as described in the annexed Exhibit A (collectively, the "Services To Be Performed"), as amended from time to time by the Company's Managing Members. In the event of any conflict between this Agreement and the annexed Exhibit A, this Agreement shall control.

SECTION 2: COMPENSATION

A. In full consideration for the performance of the Services hereunder (as described in the annexed Exhibit A), and for any rights granted or relinquished by the Independent Contractor under this Agreement, the Company shall pay the Independent Contractor, as follows:

1. MONTHLY CHECKS. Subject to upward adjustment as provided below or elsewhere, and except as otherwise provided in this Agreement or elsewhere, the Company shall, during the Term of this Agreement, compensate the Independent Contractor, and the Independent Contractor agrees to accept, in consideration for making the Independent Contractor's services available to the Company monthly checks according to the rate established by the Independent Contractor during the signup process:

B. The Independent Contractor is responsible for providing all necessary equipment for providing one on one lessons, including, but not limited to: a computer meeting the necessary minimum requirements as described more fully on the website, any necessary musical instruments and equipment, a microphone, a webcam, and all other equipment necessary for providing reasonably professional services to the Company's clients.

C. Independent Contractor acknowledges and agrees that, except as provided in this Section 2, he/she shall not be entitled to, and the Company shall not be obligated to pay, any monies or other compensation for the Services provided and rights granted under this Agreement.

SECTION 3: ASSURANCE OF SERVICES

A. Independent Contractor represents that he/she is able and available to perform, and will perform, to the best of his abilities, the Services described herein.

SECTION 4: INDEPENDENT CONTRACTOR RELATIONSHIP

A. The Independent Contractor agrees to perform the Services hereunder solely as an Independent Contractor. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. The Independent Contractor is not authorized to enter into or commit the Company to any agreements, and the Independent Contractor shall not represent itself as the agent or legal representative of the Company.

B. Further, the Independent Contractor shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement.

C. The Company shall not be liable for taxes, Worker's Compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Independent Contractor or any other person consulted or employed by the Independent Contractor in performing Services under this Agreement. All such costs shall be Independent Contractor's responsibility.

SECTION 5: PROPRIETARY RIGHTS

A. The Independent Contractor acknowledges that it has no right to or interest in its work or product resulting from the Services performed hereunder.

B. In the event that such Lessons, or any portion thereof, are for any reason deemed not to have been works made-for-hire, the Independent Contractor hereby assigns to the Company any and all right, title, and interest Independent Contractor may have in and to such Lessons, including all copyrights, all publishing rights, and all rights to use, reproduce, and otherwise exploit the Lessons in any and all formats or media and all channels, whether now known of hereafter created. The Independent Contractor agrees to execute such instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, and protect the Company's ownership of such Lessons, and all other rights, title, and interest therein.

C. Notwithstanding the foregoing, the Company acknowledges that the Independent Contractor's ability to carry out the work required is heavily dependent upon the Independent Contractor's past experience in the industry and in providing similar services to others and they expect to continue such work in the future. Subject to the confidentiality provisions of Section 6 below, generic information communicated to the Company in the course of this project either orally, in the form of presentations, or in documents that report such general industry knowledge is not subject to the terms of A & B above.

SECTION 6: CONFIDENTIALITY

A. In connection with the performance of Services hereunder, the Independent Contractor may be exposed to confidential and proprietary information of the Company, whether or not so identified (including without limitation this Agreement). All such confidential and proprietary information shall be subject to the terms and conditions of the Non-Disclosure Agreement, entered into between The Company and the independent contractor and the terms and conditions of this Agreement.

B. The Independent Contractor shall not during the Term or at any time thereafter, except during the Term for the benefit of the Company, disclose to any person not employed by the Company or to any person, firm or corporation not engaged to render services to the Company, or use for the benefit of the Independent Contractor, or others, any confidential information of the Company obtained by the Independent Contractor prior to the date hereof, during the Term or any time thereafter, including "know-how," trade secrets, details of supplier's, manufacturer's or distributor's contracts, pricing policies, financial data, operational methods, marketing and sales information or strategies, product development techniques or plans or any strategies relating thereto, technical processes, designs and design projects, and other proprietary information of the Company provided however, that this provision shall not preclude the Independent Contractor from (a) upon advice of counsel and after reasonable notice to the Company, making any disclosure required by any applicable law, or (b) using or disclosing information known generally to the public (other than information known generally to the public as a result of any violation of this Section by or on behalf of the Independent Contractor).

C. Any interest in trademarks, service marks, copyrights, copyright applications, patents, patent applications, slogans, developments and processes which the Independent Contractor, during the Term, may develop relating to the business of the Company in which the Company may then be engaged and any memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Independent Contractor or made available to the Independent Contractor concerning the business of the Company shall belong to and remain in the possession of the Company, and shall be delivered to the Company promptly upon the termination of the Independent Contractor's services with the Company or at any other time upon request and reasonable notice.

D. The Independent Contractor will not, during the Term and for a period of one (1) year after the expiration or termination of the Independent Contractor's engagement with the Company, induce any person who is an employee of the Company to terminate his relationship with the Company. Nor shall the Independent Contractor induce any students to obtain teaching services in any form or manner other than those provided on the Company's website.

E. The Independent Contractor shall not, without the prior written consent of the Company, use the Company's name in any advertising or promotional literature or publish any articles relating to the Company, this Agreement, or the Services and shall not otherwise refer to the retention of Independent Contractor to render consulting services hereunder.

SECTION 7: WARRANTIES AND INDEMNIFICATION

A. The Independent Contractor represents and warrants that:

i) The Services shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and the Independent Contractor shall obtain all permits or permissions required to comply with such laws, rules or regulations; ii) All Lessons be original, clear, and presentable in accordance with generally applicable standards in the industry; iii) The Lessons will not contain libelous, injurious, or unlawful material and will not violate or in any way infringe upon the personal or proprietary rights of third parties, including property, contractual, employment, trade secrets, proprietary information, and non-disclosure rights, or any trademark, copyright, or patent, nor will they contain any format, instruction, or information that is inaccurate or injurious to any person, computer system, or machine; iv) The Independent Contractor has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of Independent Contractor, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies); v) The Independent Contractor will perform the Services in accordance with the specifications established by the Company from time to time.

B. The Company represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies); entering into this Agreement will not violate the Charter or By-laws of the Company or any material contract to which it is a party.

C. The Independent Contractor shall comply with all of the Company's standards and procedures as requested from time to time by the Company's management.

D. The Company shall not be liable for injury or death occurring to the Independent Contractor or any of its employees or other assistants in the course of performing this Agreement

E. The Independent Contractor hereby indemnifies and holds harmless the Company, its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever ("Loss") which may in any way arise from the Services performed by the Independent Contractor hereunder, the work of employees of the Independent Contractor while performing the Services of the Independent Contractor hereunder, or any breach or alleged breach by Independent Contractor of this Agreement, including the warranties set forth herein. The Company shall retain control over the defense of, and any resolution or settlement relating to, such Loss. The Independent Contractor will cooperate with the Company and provide reasonable assistance in defending any such claim.

A. The term of this Agreement shall commence on the date hereof and shall continue until the Independent Contractor satisfactorily completes performance of the Services (hereinafter the "Term") or until the Company or Independent Contractor terminates this agreement.

B. This Agreement may be terminated:

i) by either party upon fifteen (15) days prior written notice if the other party breaches or is in default of any obligation hereunder and such default has not been cured within such fifteen (15) day period ii) by the Company at any time during the Term for any reason (or no reason) upon ten (10) days written notice.

C. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, Lessons, labor or transportation or any causes beyond the control of such party.

D. Upon termination by either party, the Independent Contractor shall provide to Company any and all copies, in whole or in part, of the Lessons (as they then exist) and any and all tangible Lessons the Company provided to the Independent Contractor in connection with this Agreement. SECTION 8: TERM AND TERMINATION

SECTION 9: DAMAGES AND REMEDIES

A. In the event of termination of this Agreement by the Company pursuant to Section 8.B (i), the Company shall have all remedies available to it at law and in equity. Any and all Lessons prepared for and/or delivered to the Company prior to termination shall remain the property of the Company.

B. In the event of termination pursuant to Section 8.B (ii), and provided that Independent Contractor is not in material breach of its obligations hereunder, the Independent Contractor shall be entitled to keep all monies already paid pursuant to Section 2 and the Company's sole obligation shall be to pay Independent Contractor the amount due for Services already acceptably performed and Lessons, pro rata, unless termination occurs within three months (90 days) of the execution date of this contract, in which case the Independent Contractor shall not be entitled to a pro rata share. In no event shall the Company be liable for any lost profits or consequential, incidental or special damages.

C. The Independent Contractor waives any and all right to injunctive relief in the event of any dispute with the Company, and the Independent Contractor's sole remedy in such a dispute shall be at law.

Section 10: GENERAL TERMS

A. This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to contracts made and fully performed therein, and the state and federal courts located in California shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to the jurisdiction of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum.

B. Any notices to either party under this Agreement shall be in writing and delivered by hand or sent by nationally recognized messenger service, or by registered or certified mail, return receipt requested, to the address set forth above or to such other address as that party may hereafter designate by notice. Notice shall be effective when received, which shall be no greater than one (3) business days after being sent by a nationally recognized messenger service or three days after being sent by mail.

C. The Company may freely assign this Agreement, in whole or in part. The Independent Contractor may not, without the written consent of the Company, assign, subcontract, or delegate its obligations under this Agreement, except that the Independent Contractor may transfer the right only to receive any amounts which may be payable to it for performance under this Agreement, and then only after receipt by the Company of written notice of such assignment or transfer and the granting of permission in accordance with the terms of the LLC Operating Agreement. This Agreement shall be binding upon and inure to the benefit of the parties' successors and assigns.

D. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

E. Following the expiration or termination of this Agreement, whether by its terms, operation of law, or otherwise, the terms and conditions set forth, as well as any term, provision, or condition required for the interpretation of this Agreement or necessary for the full observation and performance by each party hereto of all rights and obligations arising prior to the date of termination, shall survive such expiration or termination.

F. This Agreement represents the entire Agreement between the parties. The Agreement may not be amended, changed, or supplemented in any way except by written Agreement signed by both parties. Each party has signed this Agreement through its authorized representative.

G. In the event that any terms of this Agreement are inconsistent with the The Company Limited Liability Operating Agreement, as amended from time to time, the terms of the The Company Limited Liability Operating Agreement, as amended from time to time, will govern.

EXHIBIT A:

SERVICES TO BE PERFORMED

The services delineated below are meant to be illustrative, rather than comprehensive. The services listed below describe some, but not necessarily all, of the services to be performed by the Independent Contractor pursuant to the Independent Contractor's Agreement, to which this Exhibit is attached. Pursuant to the Agreement, to which this Exhibit is attached, the Company has engaged the Independent Contractor to render the services listed below and other services not listed below for consideration described in Independent Contractor's Agreement, to which this is attached. The management of The Company reserves the right to amend this portion of the agreement from time to time, and to add to or subtract from the services required of the Independent Contractor, pursuant to the Agreement to which this Exhibit is attached.

1. Teach Music Lessons. The Independent Contractor will teach students obtained through the Company's website music lessons, in accordance with requests made and accepted by the Independent Contractor via the Company's web services.

2. Provide Updates. The Independent Contractor shall provide updates, orally, and, if requested, in writing to The Company's managing members, describing progress and decisions made pursuant to this Agreement, upon request.

3. Attend Scheduled Lessons On Time Consistently. The Independent Contractor will be expected to attend all scheduled lessons on time and in a consistent manner. It is the responsibility of the Independent Contractor to communicate with his/her students to ensure that all lessons missed are rescheduled during the Independent Contractors own free time.

4. Perform All Tasks Necessary to Complete these Services. The Independent Contractor shall perform all necessary tasks necessary to complete the services described herein in a lawful and reasonably professional manner according to the customs of and standards of the industry.

5. Miscellaneous Provision. The Independent Contractor shall perform all tasks necessary to provide professional music lesson services as requested by the Company and as otherwise required to meet current customs and industry standards.