INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is entered into as of Month Day, Year, between Psychic Access, Inc. ("the Company") and [Your Name/Company] ("the Contractor").

  1. Independent Contractor.
    Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

  2. Duties.
    Contractor is in the business of providing private psychic readings to customers. Pursuant to this Agreement, Contractor will provide private psychic readings using Company's web-based sites, (including Company's internet chat rooms and software) to customers who have paid in advance for such service. Contractor shall provide psychic readings to customers on the different media types (telephone, video/chat,) agreed to in advance of the contract being offered between Contractor and the customer. Additionally, Contractor may give readings of famous people, places or events for free while in a free chat room to demonstrate their abilities. Except as provided in the previous sentence, at no time will the Contractor give psychic readings to customers for free in [his or her] Free Chatroom provided by Company. In the execution of these duties, the Contractor further agrees to the following:

    1. to provide all [his or her] personal computer and communications equipment necessary to fulfill all duties and to connect to Company's chat rooms and websites provided for the Contractor
    2. to provide an attractive setting so as to cover the entire working area viewable by the camera if and when performing on camera
    3. to appear on camera properly dressed meaning no t-shirts, sweatshirts, tubetops or anything revealing excessive cleavage, and regardless of customers desires, NO NUDITY!
    4. maintain dignity and composure at all times, no yelling at the customers
    5. to refrain from using any vulgar language
    6. maintain control of [his or her] free chatroom by kicking and or banning customers who are insulting or disruptive
    7. make every effort to work a minimum average of twenty hours per week utilizing Company's chat room and website facilities
    8. to never give any customer, paying or otherwise, any means of contact other than private or public rooms on the Company's website
    9. to not offer psychic services to Company's Customers using internet chat rooms other than those provided by the Company
  3. Term.
    This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for twelve months or earlier upon completion of the Contractor's duties under this Agreement. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.
  4. Compensation.
    Company shall collect all payments from Customers for services rendered by Contractor to Customers via payment processing facilities available on Company's website and/or chat rooms. Contractor shall be compensated for contracted services rendered twice a month in USD either by check or electronic deposit. Contractor shall be authorized to set and/or amend Contractor's per minute billing rate charged to customers. Contractor's fee for psychic services rendered to Customers shall be calculated at the conclusion of each paid reading. Contractor shall receive Sixty Percent (60%) of the Net Amount (as defined below) paid by each Customer. The Net Amount shall be calculated from the following:
    1. The gross amount ("Gross Amount") shall be calculated by multiplying the number of minutes from the reading times the per minute rate.
    2. Next the transaction expense ("Transaction Expense") shall be calculated by multiplying the Gross Amount by 13.5%.
    3. The advertising expense ("Advertising Expense") shall be calculated by multiplying the number of minutes from the reading by $.50.
    4. Lastly, the Net Amount shall be calculated by subtracting from the Gross amount, the Transaction Expense and the Advertising Expense. All information pertaining to the calculations of the Net Amount will be made available to the Contractor via web page reports. The Contractor's invoice for services rendered is automatically created by Company's proprietary software. Contractor shall utilize Company's billing software and invoicing systems to generate invoices to Company; it being understood that upon receipt of such invoice(s) from Contractor, Company shall pay all undisputed amounts reflected in such invoice(s) to Contractor as provided herein.

    The remainder of the Customer payment, (following payment of Contractor's invoice(s)) shall constitute compensation to Company for providing to Contractor the web-based site and/or public or private chat rooms for Contractor's use in rendering psychic readings to Customers. Customer refunds and chargebacks and any associated fees for such will NOT be deducted from Contractor's compensation unless the combined total of such exceeds 3% of the total number of readings rendered during a calendar month.
  5. Expenses.
    During the term of this Agreement, Contractor shall bill and the Company shall reimburse Contractor for all reasonable and preapproved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Consultant in traveling to and from Company facilities shall not be reimbursable.
  6. Written Reports.
    The Company may request that project plans, progress reports and a final results report be provided by Consultant on a monthly basis. A final results report shall be due at the conclusion of each contract term, including any renewal terms and shall be submitted to the Company in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company.
  7. Inventions.
    Any and all inventions, discoveries, developments and innovations conceived by the Contractor during this engagement relative to the duties under this Agreement shall be the exclusive property of the Company; and the Contractor hereby assigns all right, title, and interest in the same to the Company. Any and all inventions, discoveries, developments and innovations conceived by the Contractor prior to the term of this Agreement and utilized by [him or her] in rendering duties to the Company are hereby licensed to the Company for use in its operations and for an infinite duration. This license is non-exclusive, and may be assigned without the Contractor's prior written approval by the Company to a wholly-owned subsidiary of the Company.
  8. Confidentiality.
    The Contractor acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company's business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into [his or her] possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company's prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in [his or her] possession or under [his or her] control. The Contractor further agrees that [he or she] will not disclose [his or her] retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of [his or her] relationship to the Company and of the services hereunder.
  9. Conflicts of Interest; Non-hire Provision.
    The Contractor represents that [he or she] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company's employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company's employment or contractual engagement within one year of such employment or engagement.
  10. Right to Injunction.
    The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and none of them shall be exclusive of any other or of any right or remedy allowed by law.
  11. Merger.
    This Agreement shall not be terminated by the merger of consolidation of the Company into or with any other entity; it being understood Company may seek to merge, sell or assign its rights and interests to another entity at any time without the approval of Contractor.
  12. Termination.
    The Company may terminate this Agreement at any time by 10 working days' written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.
  13. Independent Contractor.
    This Agreement shall not render Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in [his or her] relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder, it being understood that Contractor shall be fully responsible for paying all taxes of any nature on amounts paid to Contractor pursuant to this Agreement. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
  14. Liability And Indemnity.
    Contractor shall remain fully liable for any and all claims arising from the performance of Contractor's services as contemplated under this Agreement. Contractor acknowledges that Company has no control over the duration and/or content of service provided by Contractor to customers, and CONTRACTOR HEREBY AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY AND ALL CLAIMS ARISING FROM CONTRACTOR'S PERFORMANCE OF SERVICES HEREUNDER, INCLUDING COMPANY'S DEFENSE COSTS. The indemnity provisions of this section shall survive termination of this Agreement. CONTRACTOR ACKNOWLEGES THAT HE/SHE HAS READ AND UNDERSTANDS THE FOREGOING INDEMNITY OBLIGATIONS.

    All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

  15. Choice of Law.
    The laws of the state of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
  16. Arbitration.
    Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Texas, applying Texas law without out regard to choice of laws issues, in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
  17. Headings.
    Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
  18. Waiver.
    Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
  19. Assignment.
    The Contractor shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of the Company.
  20. Notices.
    Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party via e-mail.

    If to the Contractor: e-mail address on file. If to the Company: admin@psychicaccess.com

    Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

  21. Modification or Amendment.
    No amendment, change or modification of this Agreement shall be valid unless such is in writing and signed by the parties hereto.
  22. Entire Understanding.
    This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
  23. Unenforceability of Provisions.
    If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that electronic signatures shall be as effective as if originals.

Psychic Access, Inc.

By: Doug Christman
Its: Chief Executive Officer

  Your Name/Company

By: Your Name
Its: Independent Contractor

By checking this box I, [Your Name], am acknowledging I have read and freely enter into this contract.