IC Agreement v 2021 12 v.

2 & Code of Conduct v 2023 01

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement ("Agreement") is entered into between WSOL, LLC dba Working Solutions (the
Citih Inc
"Company") and {{!IC_DBAORNAME }}, Contractor ("Contractor") upon the following
terms and conditions:

WHEREAS, the Company has entered into, and may hereafter, enter into service agreements or other contracts to
provide telephone and communication support services to business organizations and other entities ("Clients")
throughout North America;

WHEREAS, Contractor desires to subcontract the performance of portions of the services for specific Clients in
accordance with the terms of this Agreement and any Schedule A which is now or hereafter attached hereto and
incorporated into this Agreement;

NOW, THEREFORE, the parties have agreed as follows:

1. Contract Agreement. Subject to the satisfaction of the conditions and payment of the amounts described
herein, Contractor will be granted access to the Company's project platform (the "Platform") on which the
Company will periodically post information about specific projects available to be performed for Clients.
Contractor is free to accept or reject any project made available through the Company's Platform and can
thereby make decisions to maximize Contractor's opportunity to profit. Contractor has the sole discretion to
determine: (i) on what dates and during what times Contractor will be available on the Platform to receive
information about projects; and (ii) when, where and for what duration Contractor will perform the Services.

2. Assigned Projects. For each project which Contractor accepts, Contractor and the Company will execute a
Schedule A defining the type of services, the applicable industry, the Client, and any particular details
requested by the Client regarding the performance of services for it (the "Services"), each of which shall be
deemed to be attached to and incorporated into this Agreement. For each project accepted by Contractor,
Contractor agrees to perform the Services described on the Schedule A for that project, in accordance with
the terms of the applicable Schedule A, and in a good and workmanlike manner. Contractor acknowledges
that the terms, conditions and limitations, if any, of each project are established by the Client, not by the
Company, and that these requirements may include certain performance, satisfaction and other parameters
or standards. To the extent that Schedule A includes standards for Client satisfaction, Contractor agrees to
perform the Services in a manner that will meet the applicable Client satisfaction standards.

3. Term, Termination and Cancellation. The term of this Agreement shall continue until terminated by either
party. Either party shall have the right to terminate this Agreement at any time upon written notice to the
other. Contractor shall have the right to cancel or withdraw from any project, at any time, upon notice to the
Company. Similarly, the Company reserves the right to withdraw or cancel a project at any time upon notice
to Contractor.

4. Not Exclusive. As an independent business enterprise, Contractor retains the right to perform services for
other persons or entities, including those that compete with the Company, both during the term of this
Agreement, while performing services on any project, and after the termination of this Agreement or any
project. The Company and Contractor acknowledge that each of them are, or may hereafter be, engaged in
similar business or contractual arrangements with other persons or entities and nothing in this Agreement
prevents either party from doing business with any other person or entity, regardless of whether they compete
with the business of the Company or Contractor; provided, however, that Contractor will not perform services
for any other person or entity while logged into the Company's Platform.

5. Personnel. Contractor represents that the representative signing this Agreement will be the person providing
the Services on behalf of Contractor, if Contractor is not an individual. To the extent that Contractor desires

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 to engage other individuals to perform any part of the Services which it has subcontracted, it must first:
(i) provide the Company with relevant information about the individual and such individual's experience
(ii) provide a copy of the written contract between Contractor and such individual; and (iii) obtain the
Company's written approval, which may be withheld in its sole discretion.

6. Contractor's Equipment. Except for software and/or electronic information provided by the Client, Contractor
shall be solely responsible for providing the equipment, software, tools and other items of personal property
necessary for Contractor to perform the Services. The Company shall not be obligated to provide any computer
devices, software, tools or equipment to or for Contractor, other than providing Contractor access to its
Platform, and Contractor shall not be entitled to use any of the Company's facilities, tools or equipment (other
than the Platform) to perform the Services.

7. Place of Performance. Contractor will perform the Services at or from such location and/or facility as
Contractor may choose. The Company will not designate any particular location or facility for Contractor to
perform the Services. Services shall be delivered from the Contractor’s legal state of residence as evidenced
during Contractor registration in a quiet working environment and shall be exclusive to North America. The
Company will have no obligation to provide Contractor with an office or other physical facilities for the
performance of the Services.

8. Relationship of the Parties. The relationship between the Company and Contractor is that of an independent
contractor, and all the terms and conditions of this Agreement shall be interpreted in light of that relationship.
There is no intention by either party to create an employer-employee relationship, partnership, joint venture,
agent, partner or any other relationship. Contractor is not eligible for any of the benefits provided by the
Company to its employees, nor to an office, equipment, assistant, an employment compensation or other
insurance, or other benefits that may be provided from time to time by the Company to its employees, and
Contractor hereby waives and releases any right to benefits provided by the Company. Contractor shall have
no authority to contract for or bind the Company in any manner, and Contractor shall not represent itself to
be an agent of the Company or otherwise authorized to act for or on behalf of the Company.

9. Contractor Responsible for Taxes and Indemnification. Without limiting any of the foregoing, Contractor does:
(i) accept exclusive liability for the timely reporting and payment of all taxes, assessments, charges or fees
assessed or levied by any country, government or political subdivision thereof, (a) against Contractor
(including, without limitation, all income and self-employment taxes), (b) on account of the Services provided
or work produced hereunder, whether assessed or levied against Contractor or the Company and (c) on
account of any amounts paid or earned by Contractor, as well as payment of all contributions for
unemployment insurance, social security payments or other contributions that are measured by the amounts
paid to Contractor; and (ii) reimburse and indemnify the Company for such taxes, assessments, charges, costs,
attorneys' fees, contributions or penalties which the Company may incur as a result of Contractor's failure to
pay applicable taxes on the amounts to be paid to Contractor pursuant to this Agreement. Contractor shall
comply with all administrative regulations respecting the assumption of liability for such taxes and
contributions. Contractor shall comply with any and all other applicable laws and regulations, including,
without limitation, health, safety and security rules and regulations which are now in effect.

10. Payment for Services. Contractor will be paid for the Services which it performs in connection with any project
in accordance with the Schedule A for such project. Contractor agrees to make and maintain an accurate,
timely and complete record of the Services performed by Contractor, and/or the time during which such
Services are being performed, in accordance with the requirements of the applicable Schedule A and/or the
Client's, and the Company's systems or processes for recording and/or billing for the Services. All payments
to Contractor will be directly deposited to Contractor's PayQuicker account, and Contractor agrees to execute
all authorizations necessary to effectuate such deposit.

11. Additional Profit Opportunities. From time to time the Company may offer Contractor the opportunity to earn
additional fees and/or other financial incentives, by performing services on particular projects at specific times
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 or for specific durations, as requested by the Client. The Contractor is free to accept or reject any such
additional profit opportunities. If Contractor accepts such an opportunity, however, Contractor agrees to
perform the Services in accordance with the requirements of the specific additional profit opportunity project,
promotions or program. Contractor agrees that Contractor will not manipulate, alter or otherwise abuse the
additional profit opportunities, promotions or other referral programs by (i) tampering with Platform features,
(ii) collecting incentive or promotional payment when not eligible under the relevant policies or Schedule A,
or (iii) creating multiple accounts on the Company's Platform. Any of the foregoing may result in deactivation
of Contractor's account and/or cancellation of this Agreement.

12. Initial Expenses. As a condition to the effectiveness of this Agreement, and Contractor's ability to access the
Company's Platform, Contractor agrees to pay a one-time fee of $20.00 to reimburse the Company for
expenses associated with establishing Contractor on, and providing Contractor access to, the Company's
Platform, including expenses for deposit and debit account administration; expenses of maintenance and
distribution of accounting and financial reports and records; and technical support related to payment
processing platforms. This fee will be deducted from the first payment Contractor receives from the Company.

13. Certification. As a condition to acceptance of a project, Contractor agrees to participate in, satisfactorily
complete, and maintain any and all certifications, orientations, information, and education programs required
by the Client for performance of that Client's project, or in order to familiarize Contractor with the Client's
products, services, processes, systems and/or procedures, as more fully described on the Schedule A. Provided
that Contractor participates in all of such educational programs, satisfactorily completes them and obtains the
necessary certification and performs a minimum of 50 hours of productive Services (or such other amount as
may be described on Schedule A), the Company will reimburse Contractor for the time spent getting certified
in and learning about the Client's products, processes and procedures, in amounts as described on Schedule A.

14. Confidentiality. Contractor acknowledges that during the term of this Agreement, and in performing the
services, Contractor will have access to Confidential Information about the Company's Clients, and the Client's
customers. As used herein "Confidential Information" shall mean and include: (i) all non-public information
about the Clients and/or any customer or prospective customer of a Client, including the terms and/or
conditions of any agreement between the Client and the Company; (ii) Client's business and product processes,
methods, customer lists, accounts and procedures; (iii) personal identification information relating to Clients
and/or customers or prospective customers of Clients, or any other person or entity for which the Contractor
provides telephone or other communications services; and (iv) all information regarding the existence, terms
and conditions of this Agreement, and/or any Schedule A now or hereafter attached to it, and any Project or
Services performed or to be performed by Contractor. Contractor agrees that it will neither use nor disclose
any Confidential Information except in performance of services pursuant to this Agreement and will take all
necessary steps to preserve the confidential and proprietary nature of the Confidential Information.

15. Indemnification. Contractor agrees to defend, indemnify and hold harmless the Company, and each of its
parent, subsidiary, or affiliated entities, as well as the past and present predecessors and successors, and each
such entities officers, owners, directors, agents, employees, members or representatives (collectively the
"Indemnitees") from any and all claims, demands or causes of action, loss, liability and expense, including
reasonable attorneys' fees (to the extent that the Indemnitees are the prevailing party and that the recovery
of such fees is not prohibited under applicable law) asserted by any person or entity, including any
governmental entity, which are caused by, result from, or arise out of Contractor's performance of Services
pursuant to this Agreement and/or any act, omission, statement or representation performed, made or
omitted by or on behalf of Contractor; provided however that nothing in this Agreement shall deny Contractor
any substantive rights to which Contractor may be entitled under any federal, state or local law, regulation or
ordinance.

16. Computer Systems and Software. Contractor acknowledges that the Company may access and monitor any
and all communications or activities using the Company's Platform, or any of its software or computer systems
or Services. Therefore, Contractor has no expectation of privacy with regard to communications, information
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 or data communicated through the Company's Platform or used or stored in the Company's system.
Contractor shall not alter or modify in any way any of the Company's software, processes, platforms or other
electronic systems.

17. Arbitration of Disputes.

(a) Any dispute, claim or controversy as to the interpretation, validity and/or enforceability of this
Agreement or any other agreement heretofore or hereafter entered into between the Company and
Contractor, or any claim or cause of action of or against any of the parties hereto, any Indemnitees, or
any Client or any Client's employees, agents or owners relating to this Agreement, the Services, or any
past, present or future act, omission or statement made by or on behalf of the Company, Contractor or
a Client, or any claim arising under any federal, state or local statute, regulation or ordinance, except to
the extent that such statute, regulation or ordinance prohibits mandatory arbitration (collectively the
"Claims") shall be resolved by binding arbitration with the American Arbitration Association ("AAA") in
accordance with its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated,
as modified by the terms of this Agreement. Copies of these rules can be obtained at the AAA's website
([Link] (the "AAA Rules") or by calling the AAA at 1-800-778-7879. Notwithstanding the
foregoing, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event
shall the arbitrator consolidate more than one (1) person's claims or otherwise preside over any forum
of representative, collective or class proceeding. The arbitration shall be conducted in accordance with
the following provisions:

(i) If Contractor initiates arbitration, the Contractor shall be responsible for payment of AAA
filing and arbitration fees only in an amount equal to the filing fee that Contractor would have
paid to initiate a claim in the court of general jurisdiction in which Contractor resides, unless
a lower fee amount would be owed by Contractor pursuant to the AAA Rules or applicable
law. The remainder of AAA fees shall be paid by the Company. If the Company initiates
arbitration under this Agreement, the Company will pay all AAA filing and arbitration fees.

(ii) Except as provided in Federal Rule of Civil Procedure 68 or any state equivalent, each party
shall pay its own attorneys' fees and any costs that are not unique to the arbitration (including
costs that each party would incur if the claim(s) were litigated in a court, such as costs to
subpoena witnesses and/or documents, take depositions and purchase deposition
transcripts, copy documents or similar expenses).

(iii) At the end of any arbitration, the arbitrator may award reasonable fees and costs or any
portion thereof to Contractor if Contractor prevails to the extent authorized by applicable
law. Although under some laws, Contractor may have a right to an award of attorneys' fees
and non-filing fee expenses if it prevails in an arbitration, the Company agrees that it will not
seek such an award.

(iv) Any arbitration hearings between the Company and Contractor will take place in Dallas,
Texas, unless another location is required by the AAA Rules or applicable law. The arbitration
shall take place before one arbitrator who shall be selected in accordance with the provisions
of the AAA rules. Each of the parties shall be entitled to submit no more than ten (10)
requests for production of documents; and to depose one (1) representative of the other
party, together with any experts designated by the parties; provided, however, that, for good
cause, the arbitrator may modify these limitation discoveries. The decision of the arbitrator
shall be final and binding and neither party shall have the right to appeal the substantive
findings of the arbitrator. Anything herein to the contrary notwithstanding, this provision
shall not prohibit nor limit any party's right to apply to a court of competent jurisdiction for
ancillary or injunctive relief prior to or during the pendency of the arbitration.

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 (b) There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action
and/or as a collective action (the "Class Action Waiver"). Nor shall any arbitrator have the authority to
hear or arbitrate any such dispute, regardless of any other language in this Agreement, or any provision
of any of the rules or procedures of the AAA that might otherwise apply including, without limitation,
the AAA Supplemental Rules for Class Action Arbitration. No arbitrator shall have the right to interpret
the extent, applicability and/or enforceability of this Class Action Waiver. To the extent applicable,
nothing contained herein shall prevent any individual from exercising rights under the National Labor
Relations Act, nor subject any individual exercising such rights to retaliation of any kind. In the event the
Class Action Waiver is deemed unenforceable for any reason, the Company and Contractor agree that
this Agreement is otherwise silent as to any party's ability to bring a class and/or collection action in
arbitration insofar as there has been no agreement between the parties on whether this Agreement
permits class action arbitration. Any issue or dispute as to whether this Agreement permits such class
and/or collective action arbitration shall be resolved and/or interpreted solely by a court of competent
jurisdiction.

(c) Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the scope,
applicability, enforceability, revocability or validity of the Class Action Waiver described above may be
resolved only by a civil court of competent jurisdiction and not by an arbitrator.

(d) Representative PAGA Waiver.

Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law: (1)
Contractor agrees not to bring a representative action on behalf of others under the Private Attorneys
General Act of 2004 ("PAGA"), California Labor Code § 2698 et seq., or any similar law of any other state
in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including
under the California PAGA, both Contractor and the Company agree that any such dispute shall be
resolved in arbitration on an individual basis only (i.e., to resolve whether Contractor has personally been
aggrieved or subject to any violations of law), and that such an action may not be used to resolve the
claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other
individuals have been aggrieved or subject to any violations of law) (collectively, "representative PAGA
Waiver"). Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding
the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may
be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of
this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the
unenforceable provision shall be severed from this Agreement; and (ii) any such representative PAGA or
other representative private attorneys general act claims must be litigated in a civil court of competent
jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court
of competent jurisdiction because a civil court of competent jurisdiction determines that the
representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that
litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

18. Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder
without the other party's prior written consent.

19. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State
of Texas, without regard to principles of conflict of laws.

20. Severability. If any provision of this Agreement or the application thereof is determined to be invalid, illegal
or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect, without
regard to the invalidity of such provision, and this Agreement shall be construed as if such provision had never
been set forth herein.

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21. Waiver; Amendment. No waiver of any breach of any provision of this Agreement shall be construed to be, or
shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and
signed by the party waiving the breach. This Agreement may be modified only with a written instrument duly
executed by both of the parties.

22. Notice. Any notice permitted or required to be given pursuant to this Agreement shall be effective on the
earlier of: (i) the date it is received; (ii) the next business day after being emailed to either party at the email
addresses shown below; or (iii) three (3) days after being sent by certified mail, postage prepaid, return receipt
requested to the addresses set forth below; provided, however, that either party may change its address for
notice by providing written notice thereof to the other party at any time.

23. Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, BOTH THE COMPANY AND CONTRACTOR EXPRESSLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY COURT, AND/OR LEGAL PROCEEDING INVOLVING ANY DISPUTE, OF ANY KIND OR
CHARACTER, BETWEEN THE COMPANY AND CONTRACTOR.

24. Entire Agreement. This Agreement together with any Schedule A now or hereafter attached hereto or
executed by the Company and Contractor sets forth the entire agreement and final understanding between
the parties, and supersedes all prior negotiations and agreements, proposed or otherwise, whether written or
oral, covering the subject matter hereof.

25. Construction. Each party has been advised to seek its or his own independent counsel concerning the
interpretation and legal effect of this Agreement and has either obtained such counsel or has intentionally
refrained from doing so and has knowingly and voluntarily waived such right. Consequently, any rules of
construction to the effect that any drafting ambiguities are to be resolved against the drafting party are not to
be employed in the interpretation of this Agreement or any amendment to this Agreement.

26. Compliance With Law. Contractor agrees to comply with all federal, state and/or local laws, ordinances or
regulations in the performance of the Services hereunder. Contractor shall comply with the intellectual
property ownership rights of any person or entity who holds them and shall indemnify the Company from any
claim of infringement upon patents, copyrights, trademarks and/or trade secrets.

27. Effective Date. This Agreement will become effective on the date it is digitally signed by the Company and
Contractor, each of which agree to do business electronically.

[Remainder of Page Intentionally Left Blank]

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ACCEPTED AND AGREED as of the date first above written.

WSOL, LLC Independent Contractor

19111 North Dallas Pkwy Address:{{Address1

148 Codington Ave }}

Suite 180 City:{{City

Somerset }}

Dallas, Texas 75287 State and Zip: {{StateZip

New Jersey, 08873 }}

Kimber L Houlne, President Name:{{fullname

Chenet rosier }}

By: Kimber
{{Sig_es_:signer2:signature}}
Houlne
Kimber Houlne (Feb 7, 2023 16:59 CST)
Chenet Rosier
By: {{!Sig_es_:signer1:signature
Chenet Rosier (Feb 2, 2023 10:17 AST)
}}

Date: {{Dte_es_:signer2:date}}
Feb 7, 2023 Date:{{Dte_es_:signer1:date}}
Feb 2, 2023

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 WORKING SOLUTIONS
CODE OF CONDUCT
AND SECURITY GUIDELINES

The successful business operation and reputation of WSOL, LLC (the Company) is built upon the
principles of fair dealing and ethical conduct. Our reputation for integrity and excellence requires
careful observance of the spirit and letter of all applicable laws and regulations, as well as a
scrupulous regard for the highest standards of conduct and personal integrity.

Fraud is defined as an intentional deception made for personal gain or to damage another individual.
Fraud is lying, cheating and stealing. It is a crime and a civil law violation. We can discover fraud
through a variety of sources, including a Customer complaint, observation/monitoring or
inconsistent data on reports.

WSOL, LLC, our clients and customers will exercise all applicable legal rights and remedies in
instances of fraud. The offender will be prosecuted and subject to civil or criminal fines and
penalties.

Business Ethics

Contractors shall conduct their business activities with integrity and a high standard of ethics. In
addition to any specific obligations under the Contractor’s Independent Contractor Agreement with
WSOL, LLC, all Contractors shall, without limitation:

1. Use legally acquired software in accordance with applicable licenses and/or terms of use.

2. Exercise integrity, good judgment, and discretion when representing Working Solutions and
its clients in the normal course of conducting business.

3. Avoid actual improprieties and conflicts of interests, as well as the appearance of same. In
particular, Contractors shall not work or engage directly with any employee, his/her spouse,
domestic partner or relative who holds a significant financial interest in a client company,
without prior written permission from Working Solutions.

4. Abide by applicable laws against insider trading, including avoiding buying or selling a
client’s stock when in possession of material, non-public information regarding the client or
its business dealings or prospects. Refrain from any illegal, dishonest, or unethical conduct.

5. Not speak to the press on a client’s behalf, unless expressly authorized to do so by the
client.

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6. Understand that Contractors who represent the Company maintain a working environment
which encourages mutual respect, promotes civil and congenial relationships and is free
from all forms of harassment and violence.

7. Refrain from disorderly or undue interference with the work of others, or violation of
others’ rights in any manner, including harm or threat of harm to other Contractors,
employees, clients or customers.

Security Policy

It is this Company’s policy that all Contractors shall:

1. Ensure security of all company and client confidential/proprietary material in their

possession or ability to access while working, and completely exit all systems and lock
away any sensitive materials when away from the workspace.

2. Keep work area free of all writing instruments, paper, cell phones, and any other data or
image-capturing devices while accessing any confidential client or customer information.
Contractors will not record or write down confidential customer information such as
credit card numbers and expiration dates.

3. Allow for a search of personal property at the Contractor’s worksite if there is a

reasonable suspicion that evidence of illegal or prohibited activities resides therein.
Refusal of such a request may result in cancellation of contract.

4. Exercise a reasonable degree of caution to prevent unauthorized use or disclosure of

confidential Customer information. This includes Customer names, addresses, account
information, birth dates, social security numbers, credit card numbers and expiration
dates, and other identifiers.

5. Agree not to discuss or disclose confidential Customer information with anyone, including
friends and family, who does not have a business need-to-know.

6. Not leave written information that contains confidential Customer information visible to
anyone, in the rare event such information is in the Contractor’s possession.

7. Not copy or reproduce confidential Customer information.

8. Not use confidential Customer information to commit any type of illegal or fraudulent
activity.

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I have carefully examined and agree to the Contractor Code of Conduct and Security Guidelines
detailed above:

Contractor Name: {{fullname

Chenet rosier }}

Chenet Rosier
By:{{!Sig_es_:signer1:signature
Chenet Rosier (Feb 2, 2023 10:17 AST)
}}

Date: {Feb 2, 2023

{Dte_es_:signer1:date}}

H22981930
Agent ID: {{!agentid }}

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