WITTNESSETH:

WHEREAS, Customer desires that Contractor furnish certain work product to Customer;

WHEREAS, Customer and Contractor each desire that Contractor, in furnishing work product hereunder, operate as an independent contractor and not as an employee, servant, agent, partner or joint venturer of Customer, and,

WHEREAS, Contractor understands that it will be furnishing work product under this Agreement as an independent contractor and not as an employee of Customer and therefore will be solely responsible for all federal, state and local tax obligations imposed with respect to payments received from Customer; that Customer will not pay any Federal Insurance Contribution Act ("FICA"), Federal Unemployment Tax Act ("FUTA") or state unemployment taxes; will not withhold any pay on Contractor's account any income tax withholding or FICA, FUTA, or state unemployment taxes and will not cover Contractor for Worker's Compensation purposes. Neither Contractor nor any of its employees shall be entitled to receive any benefits which Customer's employees may be entitled to receive, including but not limited to medical insurance, life insurance, paid vacation, paid holidays, pension or profit sharing.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby agree as follows:

A. Work Product to be Furnished: Customer hereby engages Contractor to furnish the work product described in Schedule A (List of work assigned)
at the time(s) specified therein. Contractor hereby agrees to furnish said work product at said time(s).

B. Price and Payment Terms: Customer hereby agrees to pay Contractor in accordance with the price and payment terms set forth in Schedule A and Contractor hereby agrees to accept such amount(s) as payment in full for the work product designated therein and to sign such waivers of lien, affidavits and receipts as Customer shall request in order to acknowledge payment.

C. Instructions and Training: Customer will provide no instructions of training to Contractor. While Customer will provide to Contractor the specifications with which the Contractor's final work product must comply, Contractor retains full independence in exercising its judgment regarding the time, place, means and manner by which it creates said work product.

D. Business of Contractor: Contractor hereby represents that it is engaged in the business of providing work product specified in Schedule A. Copies of the following documents verifying Contractor's established business shall be attached to this Agreement:

Current occupation license issued by the counties and municipalities in which the work is to be performed.

a. Articles of Incorporation, if the Contractor is a corporation.

b. Partnership or joint venture agreement, if the Contractor is a partnership or joint venture.

c. Acknowledgement of sole proprietorship, if the Contractor is sole proprietor.

d. Federal Employee Tax Identification Number.

E. Expenses: With the exception of the actual direct costs of merchandise purchased on behalf of and for the delivery to Customer pursuant to schedule A, Contractor shall be solely responsible for all expenses incurred and shall furnish any tools, equipment and materials necessary for execution of its duties under this Agreement. Contractor will not have any rights of reimbursement against Customer for any expenditures pertaining thereto.

F. Risk: Contractor shall perform its work towards fulfillment of its duties under this Agreement at its own risk, including but not limited to responsibility for condition of tools, equipment, materials, and job site. Contractor shall indemnify and hold harmless Customer from any claim, demand, loss, liability, damage or expense of any sort arising in any way from Contractor's performance of its duties under this Agreement. Within ten (10) days of request by Customer, Contractor shall provide proof of insurance deemed adequate by Customer in its sole discretion.

G. Reports: Other than a completion report for each item listed on Schedule A, Contractor has no duty to provide any progress reports to Customer.

H. Exclusivity: Contractor may enter into agreements to provide similar work product for others provided that the nature and terms of said agreement do not compromise Contractor's ability to perform its duties under this Agreement in a manner satisfactory to Customer.

I. Assignment: Customer may assign any or all of its rights and duties under this Agreement at any time and from time to time without the consent of Contractor. Contractor retains discretion regarding the use of employees, assistants or subcontractors in the execution of its duties under this Agreement, provided, 1) Customer has not specifically prohibited the use of certain individuals or corporations to which customer has a reasonable objection, and; 2) Contractor is responsible for all compensation owed such individuals and that Contractor shall hold Customer harmless with respect to liability for any amounts owed to or regarding such individuals. Irrespective of whether Contractor engages such individuals, Contractor retains full responsibility for all duties, liabilities and any obligations of any nature, whatsoever, for which Contractor is responsible by virtue of its entering into this Agreement.

J. Term: This Agreement is effective as of the date first above written and shall continue in effect until cancelled by either party upon written notice of the other. However, this agreement exists only to define and describe the terms and conditions which shall apply on a job by job basis to any projects which may now or in the future be a part of Schedule A, not to create or imply any other sort of ongoing relationship between Customer and Contractor. The Agreement continues in effect, 1) in order to govern any rights and duties of either party created by this agreement which naturally survive the furnishing of work product, and 2) as a matter of convenience, to obviate the need for execution of a new document in the event that Customer and Contractor elect in the future to add any projects to Schedule A not part of it as of the date of this Agreement. Other than those projects currently attached as part of Schedule A, Contractor has not obligation, whatsoever, to accept any projects which Customer may offer to Contractor, nor is Customer obligated to offer any future projects to Contractor.

K. Choice of Law: This Agreement shall be governed by the laws of the State of Maryland, and the only venue of legal action hereunder shall be the Circuit Court for the County of Anne Arundel County, Maryland.

L. Agreement Supersedes Any Previous Agreement: This Agreement is intended to supersede and replace any and all previous agreement, either oral or written, between the parties hereto, including any and all amendments thereto.

M. Modifications: No modification, amendment or change to this Agreement shall be binding on Customer or on Contractor unless and until same shall have been approved in writing by both parties. This Agreement constitutes the entire agreement between Customer and Contractor.

N. Severability: If any provisions of this Agreement shall be held invalid or unenforceable for any reason, then such invalidity or unenforceability shall not effect any other part of this Agreement, and the parts of this Agreement not invalid or unenforceable shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

YES I AGREE

NO, I DO NOT WISH TO APPLY AT THIS TIME

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