INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is hereby entered into

on __________ (“Effective Date”), by and between Atlas Digital Services, LLC, a Colorado Company
(the “Company”) and ____________________________ (the “Contractor”).

WHEREAS, Company requires the assistance of skilled Contractors with existing training, expertise,
and experience in their field; and

WHEREAS, Contractor is a skilled professional with independent expertise in providing services and
who customarily provides such services to the general public; and

WHEREAS, Company desires to engage Contractor to work with itself and its Clients in completion
of the Project;

NOW THEREFORE, in consideration of the mutual promises and covenants made by the Parties herein,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

1. SCOPE OF ENGAGEMENT: Contractor shall be engaged as an independent contractor of

Company to perform certain services as described in the attached “Exhibit A: Scope of Services &
Compensation.” Said document is hereby incorporated by this reference. This Agreement shall govern
only those services listed in Exhibit A and related to the Project described therein. No other arrangements
exist between the Parties unless documented in a separate signed writing.

2. TERM: This Agreement shall become effective on the date designated above and shall remain in
effect until Contractor’s services on the Project are completed as described in Exhibit A. It is the Parties’
intent that this Agreement constitute a short-term engagement for a single Project or until this agreement
is terminated in compliance with the terms contained herein.

3. COMPENSATION: In consideration and as full compensation for the services to be rendered by

Contractor under this Agreement, Company agrees to pay Contractor their fees in accordance with the
terms contained in the attached “Exhibit A: Scope of Services & Compensation” incorporated herein by
this reference.

4. MATERIAL TERMS OF THE ENGAGEMENT: It is the Parties’ intent and agreement that
Contractor shall be an independent contractor of Company and shall for no purpose whatsoever be
deemed or considered an employee of Company. In keeping with the intent of the parties to maintain
independent contractor status, the Parties hereby agree to the following material terms:
4.1 Consulting Fees & Compensation: In consideration and as full compensation for the services to
be rendered by Contractor under this Agreement, Company agrees to pay Contractor their fees in
accordance with the terms contained in the attached “Exhibit A: Scope of Services &
Compensation” incorporated herein by this reference. The Parties agree that Contractor shall not
be paid a salary or as an hourly wage earner, but rather the Company shall pay the Contractor a
fixed or contract rate.

4.2 Non-Exclusivity: Contractor is a skilled professional who customarily and continuously offers
their services to others. This Agreement does not require Contractor to work exclusively on
behalf of Company or its client(s), and during the term of this Agreement Contractor may engage
in or work on behalf of any business that directly competes with Company. Contractor may work
exclusively with the Company for a finite period of time specified in the agreement.

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4.3 Quality Standards: Company shall not establish a quality standard for the Contractor, except
that Company’s Client may impose plans and specifications for the Contractor’s work product.
Company defers to Contractor’s expertise in performing these services and shall not oversee the
actual work, shall not instruct the Contractor as to how their work will be performed, and shall
not control the means or methods of accomplishing the end result.

4.4 Term: This Agreement shall become effective on the date designated above and shall remain in
effect until Contractor’s services on the Project are completed as described in Exhibit A. It is the
Parties’ intent that this Agreement constitute a short-term engagement for a single Project.

4.5 Termination: During the term of this Agreement the Agreement may be terminated only for
cause. If Contractor violates the terms of this contract or fails to produce a result that meets the
specifications of this contract, Company may immediately terminate the Agreement and such
termination will be effective upon receipt of written notice of termination.

4.6 Training: It is acknowledged and agreed that Contractor is a skilled professional with a
specialized educational background and experience in their field. Therefore, Company shall
provide no training or instruction to the Contractor regarding the performance of their work.

4.7 Tools, Equipment & Workspace: Contractor, as a skilled professional who provides such
services independently and regularly to the public, shall provide all of their own tools and
equipment and shall work within their own office or workspace to perform all services under this
Agreement. Company shall provide no such tools, equipment, workspace or any other benefits to
the Contractor, except that if necessary certain materials may be provided.

4.8 Time of Performance: Company shall not dictate the time of performance of the Contractor’s
duties. Notwithstanding the preceding, Contractor and Company shall develop a mutually agreed
upon completion schedule for the Project and its tasks. Contractor shall determine their own
work schedules and hours.

4.9 Payment of Compensation: Contractor shall be paid only in the form of checks or deposits to
the Contractor’s trade name or independent business entity and shall not be paid as an individual.
If Contractor does not currently operate under a trade name or through an independent business
entity the Contractor may temporarily be paid individually, with the understanding that
Contractor shall immediately pursue the formation of a business entity or trade name.

4.10 Separate Business Operations: Contractor shall not combine its business operations in any way
with the Company’s operations and shall maintain separate and distinct businesses. In keeping
with this intent, Contractor does not have, nor shall Contractor hold itself out as having, any right,
power or authority to create any contract or obligation, express or implied, on behalf of, in the
name of, or binding on Company unless Company shall consent thereto in writing.

CONTRACTOR UNDERSTANDS THAT IT IS AN INDEPENDENT CONTRACTOR AND

NOT AN EMPLOYEE, THEREFORE CONTRACTOR IS NOT ENTITLED TO WORKERS’
COMPENSATION BENEFITS OR UNEMPLOYMENT COMPENSATION COVERAGE
UNLESS WORKERS’ COMPENSATION BENEFITS AND UNEMPLOYMENT
COMPENSATION COVERAGE IS PROVIDED BY THE INDEPENDENT CONTRACTOR OR
SOME OTHER ENTITY AND THE INDEPENDENT CONTRACTOR IS OBLIGATED TO
PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS PAID OR EARNED

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 PURSUANT TO THE CONTRACT RELATIONSHIP.

5. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:

5.1 Confidential Information: The Parties acknowledge that to perform their duties properly, they
must necessarily employ and be exposed to certain trade secrets and confidential business
information (the “Confidential Information”). The Confidential Information includes, but is not
limited to, research and development plans and activities, manufacturing and production plans
and activities, prices, terms and conditions of the Company’s contracts with its clients, potential
clients, the identities, needs and requirements of the Company’s clients, subcontractors and
suppliers, marketing plans and strategies, personnel information, customer and end-user
information, healthcare information, and financial information regarding the Company or its
clients. The Contractor further acknowledges that the development or acquisition of such
Confidential Information is the result of great effort and expense by the Company and its clients,
that the Confidential Information is critical to the survival and success of the Company and its
clients, and that the unauthorized disclosure or use of the Confidential Information would cause
irreparable harm to Company or its clients.

5.2 Non-Disclosure: Contractor agrees that, during the term of the Agreement and thereafter, it will
not disclose the Confidential Information or use it in any way, whether or not such Confidential
Information is produced by the Contractor’s own efforts or otherwise. Contractor further agrees,
upon termination of the Agreement, promptly to deliver to the Company, or client as the case
may be, all Confidential Information, whether or not such Confidential Information was produced
by Contractor’s own efforts, and to refrain from making, retaining or distributing copies thereof.

6. NON-SOLICITATION: During the term of this Agreement, and for a period of one (1) year after its
expiration or termination, neither party shall solicit the employment of, employ, contract with, or directly
solicit or advertise too with the intent of creating a business relationship any current or former employee
or current customer of the other party without written consent from that Party.

7. INDEMNIFICATION: Contractor is independently responsible for the quality and timeliness of its
work for Company’s Clients and agrees to indemnify and hold harmless Company for any damages or
injuries arising from the actions or omissions of Contractor under this Agreement, including but not
limited to: negligence, release of confidential information or trade secrets, work that fails to meet the
Client’s specifications and delays.

8. OWNERSHIP: Unless otherwise agreed in writing, upon payment of the fees enumerated in this
Agreement, Contractor acknowledges that the services, designs and any other documentation or materials
hereunder (collectively, the “Work Product”) are works which have been specially commissioned by
Company for its client(s) and are “works made for hire” for Company and its client(s) and that Company
or its client(s) shall own all right, title, and interest in the Work Product. Company or its client(s) is the
author and owner of the Work Product and shall have the sole and exclusive rights to do and authorize
any and all of the acts set forth in Section 106 of the Copyright Act with respect to the Work Product and
any derivatives thereof, and to secure any and all renewals and extensions of such copyrights. Contractor
hereby waives all rights and requests for royalties related to those designs that are the property and
copyright of the Company or its client(s) and were created by Contractor as a "work for hire."

9. GENERAL TERMS:
9.1 Venue & Governing Law: Any disputes arising from this Agreement will be litigated in the
State of Colorado, wherever the Company maintains a place of business. This Agreement shall
be governed in accordance with the laws of the State of Colorado. The rights and remedies of the

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 Parties as set forth in this Agreement are not exclusive and are in addition to any other rights and
remedies available to them at law or in equity.

9.2 Waiver: No waiver by either party of any condition, or of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a further and continuing waiver of any such condition or breach
or a waiver of any other condition or breach of any other term or covenant of this Agreement.

9.3 Alternative Dispute Resolution: It is agreed that any dispute which may arise regarding the
terms of this Agreement, including collection of amounts owed for services rendered and any
dispute whatsoever which Contractor may have with Company or its client(s) or any claim
against Company or any person, employee or subcontractor hired by Company which arises out
of the services to be rendered under this Agreement, shall be resolved first through mediation.
Therefore, upon the occurrence of any dispute or claim Contractor shall immediately notify
Company of such dispute or claim in writing. Thereafter, the Parties shall enter into good faith
negotiations to settle the dispute by engaging in mediation within 45 days of receipt of such
notice. If mediation is unsuccessful, such disputes that amount to damages (excluding attorney’s
fees) in excess of $7,500 shall be resolved solely by submitting such matter or matters to binding
arbitration in Denver, Colorado. A decision in any such arbitration shall be binding and may be
enforced in accordance with Colorado law.

9.4 Collection: In the event of a dispute arising under this Agreement, any and all reasonable costs
of collection, including attorneys’ fees at all levels and Courts, shall be reimbursed to the
prevailing party from the non-prevailing party.

9.5 Notices: Any notices or communications required under this Agreement shall be in writing and
shall be deemed delivered (a) on the same day if hand delivered, (b) by the next business day if
sent by overnight courier, e-mail or facsimile (with confirmation), or (c) within three (3) business
days if sent by regular mail. The Parties agree that it is a matter of business custom within
Company’s industry and fully acceptable under the terms of this Agreement to provide approval
and signature via alternative methods other than physical signature, including explicit statements
of approval or authorization via e-mail or facsimile. All written notices should be provided to the
following addresses:

To Company: Atlas Digital Services, LLC

4688 MacArthur Lane
Boulder, CO 80303

To Contractor: __________________________
__________________________
__________________________

9.6 Headings: The article and section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.

9.7 Modification: Unless provided elsewhere in this Agreement, any modification to the terms of
this Agreement must be made in writing signed by both Parties.

9.8 Severability: If for any reason a portion, provision or term of this Agreement is deemed to be
invalid, unconscionable, null, void or otherwise unenforceable, the remaining provisions and

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 terms of this Agreement shall remain in full force and effect to the fullest extent permitted by
law.

9.9 Entire Agreement: This document and any attachments explicitly incorporated by the terms of
this Agreement, represent the entirety of the agreement between Company and Contractor. The
Parties agree that no other conditions, terms or representations outside the four corners of this
Agreement were relied upon by either Party in executing this Agreement.

10. UNDERSTANDING & EXECUTION: The company and Contractor state that they have had a
reasonable period sufficient to study, understand and consider this agreement, that they have had an
opportunity to consult with counsel of their choice, and that they have read this agreement and understand
all of its terms, that they are entering into and signing this agreement knowingly and voluntarily, and that
in doing so they are not relying upon any statement or representation by the other party or its agents.

Contractor further certifies that he/she is an authorized agent of their business entity and that if for any
reason said business entity asserts that the below signed Contractor was not authorized to execute this
agreement on its behalf, Contractor will be personally liable for complying with the terms of this
agreement

BY SIGNING BELOW CONTRACTOR IS REPRESENTING AND AGREEING THAT THEY

WILL BE CLASSIFIED AS AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE
OF COMPANY, THEREFORE CONTRACTOR IS NOT ENTITLED TO WORKERS’
COMPENSATION BENEFITS OR UNEMPLOYMENT COMPENSATION COVERAGE
UNLESS WORKERS’ COMPENSATION INSURANCE AND UNEMPLOYMENT
COMPENSATION COVERAGE IS PROVIDED BY THE INDEPENDENT CONTRACTOR OR
SOME OTHER ENTITY AND THE INDEPENDENT CONTRACTOR IS OBLIGATED TO PAY
FEDERAL AND STATE INCOME TAX ON ANY MONEYS PAID OR EARNED PURSUANT
TO THE CONTRACT RELATIONSHIP.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.

CONTRACTOR: COMPANY:

_________________________________ ______________________________
Signature Signature

_________________________________
Print

_________________________________
Title

_________________________________
Company

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STATE OF _______________ )
) ss.
COUNTY OF ______ )

Subscribed, sworn to and acknowledged before me by __________________________,

the Contractor on __________.

Witness my hand and official seal.

My commission expires ____________________.

___________________
Notary Public

[SEAL]

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