BECOME A DRIVER

This Agreement is made between CTY Enterprises, Inc. ("CTY") with a principal place of business at __________________ and _______________ ("Contractor"), with a principal place of business at ____________________________.

1. Services to Be Performed

Contractor agrees to perform delivery services for CTY, to deliver catered food and equipment to CTY clients and customers.

2. Payment

In consideration for the services to be performed by Contractor, CTY agrees to pay Contractor at the following rates: Fifteen percent (15%) of the sum total of food delivered to CTY clients, after being picked-up from the contracted CTY restaurant and catering affiliates. Bonus commission will be paid after set up and after photo of set up has been sent to CTY

Contractor shall be paid within a reasonable time after Contractor submits an invoice to CTY. The invoice should include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed.

3. Expenses

Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.

4. Vehicles and Equipment

Contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. CTY will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement. CTY may provide delivery carts for use by Contractor. Contractor agrees to keep such delivery carts in good condition while in the possession of Contractor and accept responsibility for such.

5. Independent Contractor Status

Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, CTY's employees. In its capacity as an independent contractor, Contractor agrees and represents, and CTY agrees, as follows : Contractor has the right to perform services for others during the term of this Agreement; Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed; Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement; Neither Contractor nor Contractor's employees or contract personnel shall be required to wear any uniforms provided by CTY, except that Contractor shall be neatly and professional groomed and dressed or where Contractor and CTY agree on uniforms that are acceptable to both parties. Contractor will do nothing to bring disrepute to the reputation or business standing of CTY; and the services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel, and CTY shall not hire, supervise, or pay any assistants to help Contractor.

6. Business Licenses, Permits, and Certificates

Contractor represents and warrants that Contractor and Contractor's employees and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services to be performed under this Agreement. Contractor agrees to not be under the influence of drugs and/or alcohol while performing the services required under this agreement.

7. State and Federal Taxes

CTY will not:

• withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf

• make state or federal unemployment compensation contributions on Contractor's behalf, or

• withhold state or federal income tax from Contractor's payments.

Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide CTY with proof that such payments have been made.

8. Fringe Benefits

Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of CTY.

9. Unemployment Compensation

CTY shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

10. Workers' Compensation

CTY shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide CTY with a certificate of workers' compensation insurance before the employees begin the work.

11. Insurance

CTY shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor shall obtain the following insurance coverage and maintain it during the entire term of this Agreement:

Automobile liability insurance for each vehicle used in the performance of this Agreement -- including owned, non-owned (for example, owned by Contractor's employees), leased, or hired vehicles -- in the minimum amount of $100,000 combined single limit per occurrence for bodily injury and property damage.

Before commencing any work, Contractor shall provide CTY with proof of this insurance and with proof that CTY has been made an additional insured under the policies.

12. Indemnification

Contractor shall indemnify and hold CTY harmless from any loss or liability arising from performing services under this Agreement.

13. Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the date a party terminates the Agreement as provided below.

14. Terminating the Agreement

With reasonable cause, either CTY or Contractor may terminate this Agreement, effective immediately upon giving written notice.

Reasonable cause includes:

• a material violation of this Agreement, or

• any act exposing the other party to liability to others for personal injury or property damage.

OR

Either party may terminate this Agreement at any time by giving 10 days' written notice to the other party of the intent to terminate.

15. Exclusive Agreement

This is the entire Agreement between Contractor and CTY.

16. Modifying the Agreement

This Agreement may be modified only by a writing signed by both parties.

17. Resolving Disputes

If a dispute arises under this Agreement, any party may take the matter to California state court, jurisdiction of the county of San Diego.

18. Confidentiality

Contractor acknowledges that it will be necessary for CTY to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm CTY. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of CTY without CTY's prior written permission except to the extent necessary to perform services on CTY's behalf.

Proprietary or confidential information includes:

• the written, printed, graphic, or electronically recorded materials furnished by CTY for Contractor to use

• any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that CTY makes reasonable efforts to maintain the secrecy of

• business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information

• information belonging to customers and suppliers of CTY about whom Contractor gained knowledge as a result of Contractor's services to CTY.

Upon termination of Contractor's services to CTY, or at CTY's request, Contractor shall deliver to CTY all materials in Contractor's possession relating to CTY's business.

Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to CTY for which damages would be an inadequate remedy. Therefore, CTY shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to CTY's rights and remedies otherwise available at law.

19. Proprietary Information.

 A. The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the CTY, and Contractor hereby assigns to the CTY all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the CTY’s ownership in the Work Product.

 B. Contractor hereby assigns to the CTY all right, title, and interest in any and all photographic images and videos or audio recordings made by the CTY during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.

 C. The CTY will be entitled to use Contractor’s name and/or likeness use in advertising and other materials.

20. No Partnership

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on CTY's behalf.

21. Assignment and Delegation

Either Contractor or CTY may assign rights and may delegate duties under this Agreement.

OR

Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without CTY's prior written approval.

22. Applicable Law

This Agreement will be governed by California law, without giving effect to conflict of laws principles.