Coke Zero Internship - Independent Contractor Agreement

Independent Contractor Agreement This letter will set forth the terms of your engagement as an Independent Contractor serving as a Representative to CPC Experiential Marketing, LLC (hereinafter “CPC”). IRA BERMAN and CPC this 9TH day of DECEMBER 2009, enter into this agreement.

1.

This Agreement is effective from the commencement of your working relationship with CPC as of January 6, 2010 (date of training travel), and will continue until MAY 18, 2010 . Notwithstanding the foregoing, CPC may immediately terminate your engagement if you breach any term or condition of this Agreement, or at any time, for any reason, at CPC’s convenience.

2.

(a) You agree to work with CPC personnel in the performance of your services which shall include the execution and assistance in the program known as Coke Zero Agent Internship Spring 2010 Semester , including pre-event preparation and post-event wrap up related activities, as well as other related activities. (b) Your services will be rendered from time to time during the Term, as may be reasonably requested by CPC, subject to your bona fide commitments. (c) You will perform your services diligently and competently as is appropriate to fulfill the objectives of your assignment. You will have the right to establish the hours for your work, provided that you will make yourself available as reasonably required by CPC and advise us of progress on specific assignments.

3. 4.

In consideration of your services, CPC will pay you an internship stipend of $250 upon successful completion of the Coke Zero Agent Internship Spring 2010 Semester program. (a) It is understood and agreed that your engagement as an Independent Contractor will not constitute you as an employee of CPC for any purpose whatsoever, and that you will not be entitled to participate in or to receive the benefit of any employee plans or programs, including insurance, of CPC. (b) You acknowledge and agree that you will be solely responsible for the withholding and payment of all federal, state and local income taxes, Social Security taxes, unemployment taxes, disability insurance or similar items associated with the fees you receive hereunder, and that you will hold CPC harmless against any liability or costs incurred by it with respect to such taxes.

5.

(a) It is further understood and agreed that you will not, at any time, whether during the term or after termination of this Agreement, disclose any confidential information or trade secrets of CPC or any client of CPC, or utilize such confidential information or trade secrets for your own benefit, or for the benefit of third parties. Information that is confidential will be identified by CPC from time to time, but includes without special identification, client lists, sales methods, partnerships, strategic plans, computer systems, sponsorship rates and internal operations. In addition, all memoranda, notes, records or other documents compiled by you or made available to you during the term concerning the business of CPC and/or its clients will be the property of CPC and will be delivered to CPC on the termination of your engagement or at any other time prior to termination upon request. (b) Because of CPC’s obligation to preserve its clients’ confidential information, you agree that, during the term of this Agreement, you will not accept work from, render services to or for the benefit of, any product, business or service competitive with or in compatible with the products, business or services which are the subject of any project assignment on which you worked during the term.

6.

You agreed that you will be performing the services described above at your sole risk, and in the event of any injury to you or others, or damage to your personal property in the course of performing such services, or traveling to or from the site(s) at which the services are to be performed, you acknowledge and agree that CPC shall have no liabilities therefore and that you (and any parties that may claim on your behalf) will not look to CPC for compensation therefore and you release CPC and its agents and related persons and entities from any and all liabilities arising from any such injury or property damage.

7.

At your expense, you shall indemnify, save harmless and defend CPC against any and all claims incurred by CPC as a result of a breach of any provision of this Agreement or arising from your (or your agents) actions or inactions providing services pursuant to this Agreement, and shall pay all costs (including reasonable attorneys’ fees) and damages (including direct, indirect, incidental and consequential damages) arising from such claim.

If you are in agreement with the above, kindly sign this letter in the space provided for such purposes below, whereupon it will become a binding agreement between as and the entire and complete understanding between you and CPC with regard to the subject matter. No modification or waiver of this Agreement is valid unless it is in writing and signed by you and CPC.

Respectfully yours, CPC Experiential

Accepted and agreed: Your signature Please print name Date Social Security Number/Tax ID Number Home Address Address Continued City, State, Zip Code Phone Number

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