This agreement is to be effective today by and between Assembly Technicians Unlimited, herein after “Company” and the undersigned , herein after “Contractor”.

Now, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed as follows:

1. INDEPENDENT CONTRACTOR

A. Contractor shall be deemed an independent Contractor. Contractor shall be free to devote to contractor’s portion of time, energy, and duties except those imposed by law or regulation and those specifically set out in this Agreement. Nothing contained in this Agreement shall be regarded as creating a relationship (employer/employee, joint-venture, partnership, share-holder, ect.) between the parties other than the Independent Contractor relationship as set forth herein.

B. Contractor is and shall be treated by Company as an Independent Contractor (statutory non-employee) and not an employee for state tax, federal tax, and all other purposes. Contractor hereby acknowledges that Contractor has been advised by Company that as an Independent Contractor (non-employee), Contractor is responsible for the payment of Contractor’s own federal income taxes and Contractor’s own self-employment taxes (FICA) together with any and all corresponding state, county,  and local taxes, if any, and Contractor hereby agrees to meet such responsibilities. Contractor hereby waives any claim Contractor has or may have now and in the future respecting such taxes or the right of Company not to withhold, not to pay or not to contribute to taxes on behalf of Contractor.

2. COMPANY RESPONSIBILITIES

Company agrees that in consideration of the service of the Contractor, it shall while Agreement remains in force, pay a piece rate to Contractor on the first pay day after receipt of check by Company from customer.

3. CONTRACTORS RESPONSIBILITIES

A. Contractor shall complete any work assigned by Company in a prompt and workmanlike manner, consistent with customer needs and demands.

B. Contractor shall obtain the customers’ signature on the invoice upon completion of Contractors’ work. Failure to obtain the requested signature may result in late payment or nonpayment of the invoice by the Company.

C. Contractor shall cooperate with Company and customer personnel.

D. Contractor shall promptly forward any customer complaint or concern to Company.

E. Contractor agrees the He/She possesses and will continue to possess a valid driver’s license at all times and shall purchase automobile insurance in accordance with  the Company requirements.

F. Contractor shall have no right or authority, either expressed or implied, to assume or create, on behalf of the Company any obligation or responsibility of any kind or nature.

G. Contractor agrees He/She will give notice of resignation to Company whenever there is intent to quit working with the Company as an independent contractor. This does not include short-term absence due to sickness or schedule conflicts that are clearly communicated to the manager.  Contractor agrees further that not showing up for work when expected without prior and clear communication with manager, and without written notice of resignation, constitutes a breach of a good-faith working relationship with the Company, and a breach of this agreement, and therefore, as a consequence, Contractor agrees to forfeit any pay earned that has not been paid.



4. CONFIDENTIAL AND PROPRIETARY INFORMATION AND TRADESECRETS

Contractor agrees that He/She will keep strictly confidential and will not reveal to any person, firm, organization, or corporation, in any manner whatsoever, any information concerning the Company’s trade secrets (including, without limitation, customers and prospective customer lists, service process, inventions and discoveries, patented or not, financial information and projections, or any other matter deemed confidential by the Company) without the express written consent of the Company. Contractor further agrees that upon leaving employment, Contractor will return any and all Company documents including copies, and property which would disclose any trade secrets as specified herein. Contractor acknowledges that all such information is unique and Contractor agrees that disclosure of such information would cause irreparable harm to the Company. Contractor understands that if Contractor violates this provision in any way, Contractor may be subject to a lawsuit for injunctive relief and may also be responsible for damages.

5. RETURN OF PROPERTY

Contractor agrees that upon termination of Contractor’s business relationship with the Company, Contractor will return to the Company any and all of it’s property in Contractor’s  possession or control including, but not limited to, tools (purchased by Company), part kits or repair parts, uniforms, and all manuals, printed material, writings and tangible forms of the information set forth in paragraphs 3 and 4 above. Contractor agrees that during Contractor’s employment, the Company may deduct from any payments due, amounts necessary to cover the value of Company furnished property to Contractor. The value of the property which is not returned in good condition shall be deducted from these moneys owed to Contractor with any positive balance refunded to Contractor. If there is a deficiency, Contractor also authorizes the Company to deduct from Contractors last pay any amount not previously deducted covering the value of the tools or other Company property damaged or not returned. Finally, Contractor agrees that the Company’s remedies as set forth in this paragraph are not exclusive.

6. NON-COMPETITION AGREEMENT

As a further inducement to the Company to accept, Contractor agrees that during the term of Contractor’s business relationship with the Company, Contractor shall comply with all Company policies, pertaining to non-competition and/or conflict of interest, in effect during this time and agrees that during the term of Contractor’s business relationship with the Company and for a 3 years period following termination of Contractor’s business relationship for any reason, Contractor will not directly or indirectly, compete with the Company within 100 miles of the geographical area in which Contractor at any time was contracted by the Company in a merchandising, assembly, maintenance, or warranty repair business competitive with or likely to be competitive with the Company’s business, nor will Contractor take any action which results directly or indirectly, in the solicitation or diversion of the Company’s customers or prospective customers to any person or business entity engaged in a merchandising, assembly, maintenance, or warranty repair business competitive with the Company’s business. Contractor understands that He/She is precluded by this paragraph from acting as an officer, director, employee, sale representative, proprietor, consultant, holder of debt or equity securities (except for ownership of less than 5% of the issued and outstanding securities of any publicly held corporation), partner, independent contractor, or otherwise, in any business completive with the Company, as described in this paragraph. Contractor understands and agrees that if the Contractor violates this provision in any way, Contractor will cause the Company irreparable harm and Contractor shall be subject to a law suit for both injunctive relief as well as for damages.

7. DURATION

A. This Agreement shall remain in effect for a period of 3 years and shall continue for successive 1 year periods, unless either party gives notice of their intent to terminate same.

B. This Agreement may be terminated by either mutual agreement ofthe parties or by written notice of either of the parties of intent to terminate the Agreement. Any such written notice shall serve automatically to terminate this agreement 30 day after the date such notice is sent to the other party via certified or registered mail.

8. DISPUTE RESOLUTION

Contractor and Company agree that any dispute arising under this Agreement shall initially be referred to mediation and if mediation is not successful, to binding arbitration by a single arbitrator to be mutually agreed upon, and if the parties cannot agree, such arbitrator shall be appointed by the Administrative Judge of the Montgomery County Pleas Court. The parties shall equally share any and all cost of mediation and arbitration with the exception of attorneys’ fees. Provided further, that nothing contained herein shall preclude Company from seeking injunctive relief in a competent jurisdiction if Contractor violates or attempts to violate paragraphs 4, 5, and /or 6 herein.

9. Indemnification

Contractor agrees to indemnify Company, it’s agents, and employees against all claims, damages, losses, and expenses, including reasonable attorneys’ fees arising out of performance of Contractor’s work under this agreement that are cause in whole or in part by Contractors negligent act or omission, or that of anyone employed by Contractors by whose acts Contractor may be liable.

10. MODIFCATION

This Agreement may be modified only by written amendments executed by each of the parties.

11. MISCELLANEOUS

This Agreement shall be interrupted and enforced with the laws of the state of Ohio. This Agreement shall insure to the benefit of the Company, its’ successors and assigns. The invalidity or unenforceability of any particular provision of this Agreement shall not affect validity of the remainder of the Agreement. In that event, the valid or unenforceable provision shall be construed as being limited in scope and ffect so that as much of the remaining provisions of the Agreement as possible are rendered valid and enforceable.

INWITNESS WHERE OF, the parties have executed this Agreement on the dates set forth below: