THIS DOCUMENT CREATES AN INDEPENDENT CONTRACTOR RELATIONSHIP.  AS SUCH, INDEPENDENT CONTRACTOR IS NOT ENTITLED TO WORKERS’ COMPENSATION BENEFITS OR UNEMPLOYMENT INSURANCE BENEFITS AND INDEPENDENT CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED PURSUANT TO THE CONTRACT RELATIONSHIP.

THIS VOLUNTEER CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into as of the date Volunteer‘s (referred to herein as “Independent Contractor”) application is accepted by REFASHIOND OS Inc., a Delaware corporation (“Company”).  Company and Independent Contractor are each referred to herein as a “Party” and collectively as “Parties”.  

1. Independent Contractor.  During the term of this Agreement, Independent Contractor agrees to act as an independent contractor for Company on the terms and conditions contained herein.  It is understood that Company and Independent Contractor assume no liability whatsoever for the other, directly or indirectly.  It is also understood that this Agreement does not create the relation of employer/employee or of a joint venture between the parties hereto.  Independent Contractor is not entitled to participate in any bonus, health insurance or other plans maintained by Company for the benefit of all of its employees.  Independent Contractor is solely responsible for any local, state or federal withholding, employment, income or any other taxes in connection with the fees paid to Independent Contractor.  Independent Contractor agrees to hold Company and its officers harmless with respect to any loss, liability, cost or expense pertaining to any taxes related to the compensation payable to Independent Contractor from Company.

2. Non-Exclusive. The parties agree that Company will not require Independent Contractor to work exclusively for Company.  Independent Contractor is free to enter into similar arrangements with other companies and to perform any other work or duties as an Independent Contractor, subject to the terms of this Agreement and any prior or future agreement with Company.  Company will not supervise the work performed by Independent Contractor, however, Company expects that the work performed by Independent Contractor will be performed in a competent manner based on the professional standards of the industry.  Company will not dictate the time of minute-by-minute performance. Company shall not combine its business operations with those of Independent Contractor, and all such business operations shall be maintained separate and distinct. The Company may provide a laptop computer or other equipment and tools to Independent Contractor for use during the term of this Agreement. Upon termination of this Agreement, Independent Contractor shall return any such laptop computer, equipment, and/or other tools back to Company, less ordinary wear and tear. Any other equipment or ordinary tools must be provided by Independent Contractor.

3. No Violation of Other Agreements.  Independent Contractor represents that this Agreement does not and will not violate any other agreement which Independent Contractor is a party or subject, including but not limited to an agreement restricting Independent Contractor’s ability to perform this Agreement.

4. Engagement Term and Termination.  The initial term of this Agreement shall be one (1) year, commencing as of the Effective Date (the “Initial Term”).  After the conclusion of the Initial Term, this Agreement shall automatically extend for additional terms of thirty (30) days (an “Extended Term”) unless either Party provides the other Party with written notice of their intent to terminate this Agreement, which notice must be provided at least ten (10) days prior to the conclusion of the Initial Term or any Extended Term. Either Party may terminate this Agreement at any time, with or without cause, upon at least five (5) days prior written notice to the other Party.  Independent Contractor and Company each recognizes and affirms that this is not an employment relationship, and should not be construed as such.

5. Duties and Responsibilities of Independent Contractor.  Independent Contractor shall provide the services described on Schedule 1 of this Agreement (hereinafter the “Services”).  If Company engages Independent Contractor to perform multiple services, then the Parties may attach multiple Schedule 1s representing the Services to be performed under each such Schedule 1.  All Services performed under any Schedule 1 are governed by the terms of this Agreement, and references to this Agreement made herein include the Services performed under any Schedule 1.  Independent Contractor shall have the right to refuse to perform specific requests by Company to provide additional services beyond the Services

6. Compensation.  The amount and timing of compensation paid to Independent Contractor under this Agreement shall be as set forth in this Section 6.

   1. Payment.  For the satisfactory performance of the Services hereunder, Company shall pay Independent Contractor at the times and in the amounts identified on Schedule 1, provided any conditions or prerequisites have been met and after receipt of Independent Contractor’s valid invoice.  Company shall have no obligation to make any payments until such time as Company accepts performance as satisfactory.  

   2. Invoices and Reports.   Where Independent Contractor is to be paid in cash, Independent Contractor shall submit invoices for all Services performed.  Such invoices shall state a description of each specific Service performed.  If Company disputes any of the charges listed on such itemized bill, Company shall not be obligated to make such payment until Independent Contractor has provided additional evidence that, in the discretion of Company, shows conclusively the validity of the payments requested. Where Independent Contractor is to be paid other than in cash, Independent Contractor shall submit periodic reports of work performed and progress toward goals as required by the Company.

   3. No Severance Payment.  Upon termination of Independent Contractor’s engagement voluntarily or by Company, with or without cause, and for any reason or no reason, Independent Contractor will not be entitled to any severance payments from Company.  Any contrary representations or agreements, which may have been made to or by Independent Contractor, are superseded by this Agreement. 

7. Expenses.  Company shall reimburse Independent Contractor for any expenses paid or incurred by Independent Contractor in the performance of its duties under this Agreement only to the extent provided for on Schedule 1, provided that Company must specifically approve any such expenses in advance and that such expenses must be submitted to Company within ten (10) days of the date on which such expenses were incurred. If reimbursable under the terms of Schedule 1, each such expense must be supported by receipts or other documentation sufficient to support the nature, amount, and business purpose for such expense. 

8. Assignment. Independent Contractor may not assign any rights or obligations under this Agreement.  Company may freely assign all rights and obligations hereunder, even if such assignment is to the possible detriment of Independent Contractor.  Independent Contractor shall not subcontract or outsource any of the services it is obligated to perform under this Agreement without the prior written consent of Company.

9. Indemnification.  [Omitted]
   

10. Protection of Trade Secrets and Confidential Information. 

10.1 Except in connection with and in furtherance of Independent Contractor's work on Company's behalf, Independent Contractor shall not, without Company's prior written consent, at any time, directly or indirectly: (i) use any Confidential Information for any purpose; or (ii) disclose or otherwise communicate any Confidential Information to any person or entity.

10.2 “Confidential Information” means all nonpublic information (whether in paper or electronic form, or contained in the memory of Independent Contractor, or otherwise stored or recorded and regardless of whether or not such information is specifically identified as Confidential Information by the Company) relating to or arising from Company's business, including, without limitation, trade secrets used, developed or acquired by Company in connection with its business.  Without limitation to the foregoing, Confidential Information shall include: all information concerning the manner and details of Company's operation, organization and management; financial information and/or documents (including but not limited to costs, profits, markets, sales and contracts); nonpublic policies, procedures and other printed, written or electronic material generated or used in connection with Company's business; Company's business plans and strategies; research, development and/or marketing materials, including but not limited to reports, sketches, product designs, documents, memoranda, and photographs; the identities of Company's customers and the specific individual customer representatives with whom Company works; the details of Company's relationship with such customers and customer representatives; the identities of distributors, contractors, and vendors utilized in Company's business; the details of Company's relationships with such distributors, contractors and vendors; the nature of fees and charges made to Company's customers; nonpublic forms, contracts and other documents used in Company's business; all information concerning Company's employees, agents, contractors, and business associates, including without limitation such persons' compensation, benefits, skills, abilities, experience, knowledge and shortcomings, if any; the nature and content of computer software used in Company's business, whether proprietary to Company or used by Company under license from a third party; and all other information concerning Company's concepts, prospects, customers, employees, agents, contractors, earnings, products, services, equipment, systems, and/or prospective and executed contracts and other business arrangements. “Confidential Information” does not include information that is in the public domain through no wrongful act on the part of Independent Contractor.

10.3 "Confidential Records" means all documents and other records, whether in paper, electronic or other form, that contain or reflect any Confidential Information.  All Confidential Records prepared by or provided to Independent Contractor are and shall remain Company's property.  Except with Company's prior written consent, Independent Contractor shall not, at any time, directly or indirectly: (i) copy or use any Confidential Record for any purpose not relating directly to Independent Contractor's work on Company's behalf; or (ii) show, give, sell, disclose or otherwise communicate any Confidential Record or the contents of any Confidential Record to any person or entity other than Company or a person or entity authorized by Company to have access to the Confidential Record in question.  Upon the termination of Independent Contractor's engagement with Company, or upon Company's request, Independent Contractor shall immediately deliver to Company or its designee (and shall not keep in Independent Contractor's possession or deliver to any other person or entity) all Confidential Records and all other Company property in Independent Contractor's possession or control.   Independent Contractor understands and agrees that compliance with this paragraph may require that data be removed from Independent Contractor's computer equipment, whether such equipment is for business or personal use.  Consequently, upon reasonable prior notice, Independent Contractor agrees to permit the qualified personnel of Company and/or its contractors access to such computer equipment for that purpose.  Notwithstanding the foregoing, or any other provision of this Agreement to the contrary, Independent Contractor may retain such Confidential Records as are required by law to be retained by it and for the period of time so required, provided that, (i) during such retention period Independent Contractor shall fully comply with this Section 10 with regard to those Confidential Records, and (ii) upon completion of the required retention period, Independent Contractor shall fully comply with this Section 10 with respect to those Confidential Records. This agreement shall not prohibit Independent Contractor from complying with any subpoena or court order, provided that Independent Contractor shall at the earliest practicable date provide a copy of the subpoena or court order to Company's CEO and/or Chief Legal Officer, it being the parties' intention to give Company a fair opportunity to take appropriate steps to prevent the unnecessary and/or improper use or disclosure of Confidential Information and Confidential Records, as determined by Company in its sole discretion.

10.4 Independent Contractor shall be responsible for any damages resulting from disclosure of such Confidential Information by Independent Contractor, its representatives, or agents, whether inadvertent or otherwise.  Independent Contractor agrees and acknowledges that all documents and materials and Confidential Information relating to the Services provided under this Agreement are or shall become the exclusive property of Company. 

10.5 Independent Contractor acknowledges that Company has received and in the future will receive from third parties confidential or proprietary information, and that Company must maintain the confidentiality of such information and use it only for authorized purposes.  Independent Contractor shall not use or disclose any such information except as authorized by Company or the third party to whom the information belongs.

11. Assignment of Inventions.

11.1 Independent Contractor acknowledges that his specific job functions may include the creation of patentable and/or copyrightable subject matter and the conception and making of inventions useful to Company (the “Results”).  All Results are and shall be the sole and exclusive property of Company.  All copyrightable portions of Results are and shall be deemed “works made for hire” as that term is defined in the United States Copyright Act.  Independent Contractor hereby assigns, transfers, conveys and delivers to Company all right, title and interest he or she may have or may hereafter have in any Results and other Confidential Information, whether now existing or hereafter created.

11.2 Independent Contractor shall execute any and all documents and instruments that Company deems necessary in its sole discretion in order to more fully perfect and/or evidence Company’s rights in any Results or in any other Confidential Information.  Independent Contractor hereby perpetually and irrevocably appoints Company as Independent Contractor’s attorney-in-fact for the purpose of executing any of the documents or instruments described above.

12. Nondisclosure of the Terms of This Agreement.  During and after the term of this Agreement, Independent Contractor shall hold the terms of this Agreement in confidence and shall not disclose, copy, or permit any person to disclose or copy this Agreement, or any portion thereof.  Notwithstanding the foregoing, this Agreement will not be interpreted to prevent the use or disclosure of the terms of this Agreement if such information is (i) required by law to be disclosed, but only to the extent that such disclosure is legally required, or (ii) is necessary to enforce compliance with the terms of this Agreement or to defend against claims arising from this Agreement. This Paragraph 12 shall survive the termination of this Agreement for any reason.

13. General Provisions.

1. Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of New York.  Each Party irrevocably consents to the exclusive jurisdiction of the state courts of New York in connection with any action arising under this Agreement.  

2. Construction and Severability.  Each Party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder.  Further, all provisions are inserted conditionally on their being valid in law.  In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the Agreement, (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

3. Waiver.  The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Agreement or to exercise any right under the Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.

4. Survival.  Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening.  

5. Remedies.  Except as otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity. 

6. Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage, prepaid), guaranteed overnight delivery, facsimile transmission if such transmission is electronically confirmed, or email with read-receipt confirmation.  Notices, requests, demands, and other communications may not be sent via instant messaging, text messaging, or other electronic communications, except as specified in this paragraph.  

7. Amendment.  No change, amendment, or modification of any provision of the Agreement will be valid unless set forth in a written instrument signed by both Parties. 

8. Headings.  The captions and headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of the Agreement.

9. Counterparts.  The Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. An electronically scanned and transmitted copy (via e-mail or other similar transmission method) or a facsimile copy shall be sufficient provided that the signatures or initials of the signing parties are clearly visible. 

10. Entire Agreement.  The nature and terms of Independent Contractor’s engagement described in this Agreement shall constitute the entire agreement between Independent Contractor and Company concerning the nature and duration of Independent Contractor’s engagement.  This Agreement may not be changed orally but only by a written agreement signed by both parties.

11. Attorneys’ Fees.  If either Party shall commence any action or proceeding against the other Party in order to enforce the provisions hereof, or to recover damages as the result of the alleged breach of any of the provisions hereof, the prevailing Party therein shall be entitled to recover all reasonable costs incurred in connection therewith, including, but not limited to, reasonable attorneys' fees.

14. Reaffirmation of Independent Contractor Status. Independent Contractor reaffirms, by its signature, that it understands that this document creates an independent contractor relationship, and as such, Independent Contractor is not entitled to workers’ compensation benefits or unemployment insurance benefits and independent contractor is obligated to pay federal and state income tax on any monies earned pursuant to the contract relationship.

SCHEDULE 1

SERVICES, MILESTONES, COMPENSATION

This Schedule 1 is made a part of the Agreement and the Services described herein shall be governed by the terms of the Agreement.

Services: Independent Contractor will provide services relating to the vetting, qualification and suitability of applicants who wish to participate in the COVID-19 Emergency Supply Chain private network, and related services, all as requested by Company from time to time. As the Company’s needs shift, Independent Contractor may be requested by the Company to take new, different, or fewer or additional responsibilities, and such responsibilities may be of a different nature. In the event of a material change in the types of services requested, Independent Contractor has the right and ability to terminate her, his or its services to the Company under the termination provisions of this Agreement, provided, the assumption and performance of any changed functions or responsibilities by Independent Contractor shall be a condition to any continued service to the Company by Independent Contractor.

Compensation: Independent Contractor understands and agrees that, at least the initial, services are being performed on a volunteer basis and that there is no guarantee that any compensation of any type, nor reimbursement for any expenses, will be provided to Independent Contractor. In the event the Company starts to take in earnings from the operation of the COVID-19 Emergency Supply Chain operations, the Company may, in its sole discretion, provide compensation to Independent Contractor at a level and with other parameters as determined by the Company in its sole discretion.