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WiFi America, Inc.
INDEPENDENT CONTRACTOR AGREEMENT

WiFi America, Inc.
INDEPENDENT CONTRACTOR AGREEMENT


THIS AGREEMENT (the “Agreement”) is entered into on this day of , by and between (“Contractor”) and WiFi America, Inc. (the “Company”).

For purposes of this Agreement, the “Company” shall include WiFi America, Inc. and/or any division, subsidiary, affiliate, partnership, or successor.
This Agreement shall be effective as of the date signed by the Contractor (“Effective Date”).

RECITALS


WHEREAS, the Company seeks to engage Contractor to perform and provide certain services to the Company, as provided more fully herein;
WHEREAS, Contractor is an independent contractor willing to provide its skills and expertise to the Company;

WHEREAS, Contractor represents that he/she has prior sales experience and/or received sales training from a third-party prior to signing this Agreement;;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration as
specified herein, Contractor and the Company, intending to be legally bound, agree as follows:
1. Scope of Engagement. Contractor agrees to use Contractor’s best efforts to sell telecommunications services such as video, high-speed Internet, wireless, and telephone subscriptions. Contractor agrees to perform these services in accordance with any and all
specifications and requirements set out by the Company’s Client (hereinafter, “Client”). Contractor further agrees to collect data on potential or current customers visited and to complete data collection sheets containing this information. This Agreement shall last for a term of one
year, unless terminated earlier in accordance with Paragraph 21.

(a) Work Assignments: To the extent that WiFi America decides to utilize the services of Contractor, the Contractor shall have the ability to determine, influence and/or express his/her preference as to the location where the Contractor performs his/her services. Contractor may
decline any assignment, is not required to maintain a set schedule, and may set his/her own hours to perform the services.
(b) Performance: Contractor shall perform the services in a professional and competent manner. Contractor shall comply with any and all specifications set forth by the Client regarding any accepted assignments. The manner and means of performance shall be subject to Contractor’s
exclusive discretion, supervision and control. The Company shall be under no obligation to assign any work to Contractor and may be specifically prohibited by the Client from assigning work to the Contractor. Contractor indemnifies, agrees to defend and hold the Company harmless from any
damage, claim, loss, fee or liability arising out of Contractor’s actions or inactions in connection with the performance of services hereunder.


The manner and means of performance of the work, including sequences and procedures shall be subject to Contractor’s exclusive discretion, supervision and control. Contractor remains fully responsible for the proper completion of each sale, including, without limitation, transportation costs, dress attire (shirts, jackets, etc.), and other costs. The Company shall only be required
to pay Contractor the payment (as set forth herein) and shall not be required to reimburse or pay Contractor for any costs incurred by Contractor. Contractor shall comply with any and all of the Client’s specifications regarding the assignments. The term of this Agreement will commence on the
date hereof, and, unless otherwise terminated pursuant to this Agreement, will end one (1) year following the execution of this Agreement. This Agreement may be terminated by either party, with or without cause. Termination of this Agreement shall not affect any ongoing obligations pursuant
to this Agreement, including the obligation to remedy work pursuant to a warranty, if any.
2. Payment. In exchange for the work as set forth above, the Company agrees to pay Contractor a one-time commission for Service Orders solely and directly obtained through Contractor’s efforts hereunder. These commissions will be paid in accordance with the compensation, terms, and conditions specified by Company as of the signing date of this Agreement.
The Company may revise the compensation, terms, pay schedule, and conditions at any time. In no event shall the Company pay more than one commission for the same referral. Contractor agrees to
provide the Company written notification of all disputes it may have regarding commissions, within ninety (90) days of the date such commission is earned or claimed to be earned and any dispute for which Contractor does not provide such notification shall be deemed irrevocably and absolutely
waived.

(a) The Company will pay Contractor for the number of verified sales in accordance with the pay schedule applicable to the performance by the Contractor. The Company will pay Contractor weekly, or according to such other payment schedule as the Company may adopt from time to time. The
payments due hereunder are on a per-sale (or per-install, where applicable) basis and not on any other basis. The payments due under this section are subject to setoff provisions and retainer set forth elsewhere in this Agreement. Contractor will comply with all policies and procedures regarding the reporting of completed sales and will complete all forms or other documents relating
to the work completed. Contractor will accurately represent the work completed and will accurately classify the work completed by proper work code. Contractor shall be entitled to no payments, compensation or other amounts from the Company other than as specifically set forth in this
section. Contractor acknowledges and agrees that it incurs the principal expenses related to the work that Contractor performs pursuant to this Agreement.
Contractor acknowledges that Contractor may realize a profit or suffer a loss in connection with performance and that Contractor’s success or failure depends on the relationship of business receipts to expenditures. Contractor represents and warrants to the Company that it has continuing and recurring business liabilities and obligations.
3. Derivative Nature of Commissions. All commissions earned by Contractor are derivative of commissions paid by the Client to the Company. As a result, the Company has no legal responsibility or obligation to pay Contractor’s commissions until the Client pays the Company’s commissions. Contractor agrees not to hold the Company liable for any monies not yet paid by the

Client to the Company.
(a) Retainage/Withholding of Commissions. The Company reserves the right to retain a percentage of Contractor’s commissions earned up to a maximum of 10% on a weekly basis and up to an
accumulated total amount of $2,500.00. In a market where a weekly retainer is held, the accumulated amount shall remain in reserve for up to a maximum of 120 days following the Client’s final reporting of any commissioned amount. The accumulated amount will be used to reimburse Company for any cancellations as per Client’s reporting, and any other outstanding amounts owed to
Company, including but not limited to, advance reimbursements, cost of merchandise, penalties and related fees, etc., as determined by the Company. The balance, if any, of the retained/withheld funds will be commissioned to Contractor thereafter.
(b) In a market where retainage may or may not be obtained on a weekly basis, the Company reserves the right to withhold, in addition to the retainer where applicable, Contractor’s final commission earnings reflecting up to the last two weeks of sales activity and up to a maximum of
$2,500.00, for a period of 120 days following the Client’s final reporting of any commissioned amount. The said amount of earnings will be used to reimburse the Company for any cancellations as per the Client’s reporting, and any other outstanding amounts owed to the Company, including but
not limited to, advance reimbursements, cost of merchandise, penalties and related fees, etc., as determined by the Company. The balance, if any, of the retained/withheld funds will be commissioned to Contractor thereafter.
4. The Company may offset any amount(s) owed to the Company by Contractor hereunder, against any present or future amounts owed by the Company to Contractor under this or any other agreement with or without obligation to Contractor. The Company’s offset rights will survive the
expiration or termination of this Agreement.

5. Independent Contractor Status. Contractor agrees that Contractor shall be acting as an independent contractor and shall not be considered or deemed to be an agent, employee, joint venturer or partner of the Company. Neither this Agreement nor any dealings between the Company and the Contractor shall give rise to any employment relationship. Contractor shall have no
authority to contract for or to bind the Company in any manner and shall not represent himself or herself as an agent of Company or as otherwise authorized to act for or on behalf of Company. Likewise, the Company shall have no authority to contract for or bind Contractor in any manner and
shall not represent itself as an agent of Contractor or as otherwise authorized to act for or on behalf of Contractor. Contractor shall have no status as an employee or any right to any benefit that the Company grants Company employees.

6. Collection of Customer Deposits. Contractor agrees to surrender all full and partial deposits received from new subscribers and payable to the Client within twenty-four hours of receipt.

7. Submission of Sales Order and Customer Deposits. Contractor agrees that failure to submit sales orders and/or deposits from new or upgraded customers will result in a forfeiture of any and all commission related to those sales. Contractor agrees to make available to the Company all of Contractor’s records of contracts, subscriptions, and receipts, upon request.


8. Communications with the Client. Contractor agrees not to discuss any business matters with any employee or agent of the Client. Contractor agrees to communicate only with the employees and Contractors of the Company when dealing with a business matter involving the Company and the
Client.

9. Licensing or Authorization. Contractor agrees that at all times during the performance of services under this Agreement, Contractor is authorized and/or licensed by all applicable governmental agencies to lawfully perform the services. Contractor agrees to bear the cost of such authorization or licensing.

10. Insurance. Contractor agrees that Contractor is responsible for any insurance coverage related to Contractor’s services. Contractor agrees to maintain Worker’s Compensation Insurance and to provide proof of same (or proof of exemption from the appropriate state agency) to the Company upon request. Contractor agrees to continuously maintain liability insurance for any
vehicle used in providing services under this Agreement and to provide proof of same to the Company upon request. Contractor agrees that such insurance will cover bodily injury to third persons and property. Contractor agrees that Contractor’s vehicle liability insurance coverage must be in an amount equal to or exceeding $100,000 per person, $300,000 per accident, and $50,000 per property. Contractor further agrees that this insurance must be provided by an insurance company that is
acceptable to the Company.

11. Pre-Hiring Test. Because Contractor will be going to customers’ homes at a time and date determined by the Contractor, some Client’s require that Contractors submit to background tests.
To the extent required by the Client, the Contractor agrees to submit to a drug test, a criminal background check, and a driver’s records check.

12. Taxes and Indemnification. Contractor and the Company agree that the Company will treat Contractor as an independent contractor for tax purposes and that Contractor will file all tax information returns and forms and pay all applicable taxes on that basis. Contractor hereby agrees to indemnify and hold the Company, its contractors, employees, officers, directors, agents, and
representatives harmless from and against all cost, liabilities, damages and/or penalties arising out of any failure by Contractor or the Company to file and pay timely and/or properly any federal, state and local income, withholding or other taxes applicable to any payments made to Contractor hereunder.

13. Obligation for Expenses. This Agreement does not entitle Contractor to any reimbursement of business expenses and Contractor shall bear sole responsibility for any business expenses incurred in connection with Contractor’s performance under this Agreement.

(a) Marketing Fee: As Contractor’s own costs of doing business, Contractor will pay a weekly fee up to a maximum of $10.00 for the cost of marketing services and administrative assistance, including but not limited to, the function of commissioning/payroll, as incurred by the Company. In addition to assisting Contractor’s administrative needs, this fee covers necessary
reporting charges, applied to Contractor for the cost of reports generated by the reporting platform in place.
(b) Shirt/Jacket Rental: Unless otherwise provided by the Client, Contractor will pay a rental fee for the use of dress attire to assist in the accomplishment of Contractor’s objectives as an outside sales agent.


Contractor will pay a weekly fee of up to $5.00 for the rental of shirts.

Cleaning and Maintenance: Contractor is responsible for the cleaning and maintenance of leased shirts and jackets.
Shirt/Jacket Return: Upon termination, all leased items will be returned to the Company in good and reusable condition.
Damages beyond normal wear: If any item is deemed damaged beyond normal wear and tear and unusable upon return, Contractor will pay a damage fee of 50% (due to depreciation) of the cost-worth of the item.
14. Non-Disclosure Covenants. Contractor acknowledges that as an integral part of the Company’s business, the Company has developed, and will develop, at a considerable investment of time and expense, designs, brochures, and other confidential and sensitive information, and Contractor acknowledges that the Company has a legitimate business interest in protecting the
confidentiality of such information. Contractor acknowledges that Contractor will be entrusted with such information as well as confidential information belonging to customers, the Client, and other third parties. Contractor, therefore, acknowledges a continuing responsibility to protect
such information and agrees:

(a) “Trade Secrets” are defined as information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, Clients, or other third parties, including, but not limited to, technical or non-technical data, formulae, strategies, software programs, compilations, programs, devices, methods, techniques, drawings,
processes, financial data or plans, product plans, pricing information, client information, customer preferences, buyer contacts, market strategies, or lists of actual or potential customers or suppliers which: (a) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can
obtain economic value from their disclosure or use; and (b) are the subject of efforts that are reasonable under the circumstance to maintain their secrecy.


(b) “Confidential Information” is defined as information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, Clients, or other third parties, other than Trade Secrets, which is material and valuable to the Company and not generally known by the public.
(c) Contractor will treat as confidential and will not, without the prior written approval of the Company, use (other than in the performance of services for the Company), publish, disclose, patent, copyright, or authorize anyone else to use, publish, disclose, patent, or copyright: (i) Trade Secrets either during the term of this Agreement or subsequent thereto; or (ii) any Confidential Information either during the term of this Agreement or for one (1) year after the termination of this Agreement.
(d) All records, notes, files, drawings, documents, brochures, and like items, and all copies thereof, relating to or containing or disclosing Confidential Information or Trade Secrets of the Company or third parties which are made or kept by Contractor or which are disclosed to or otherwise come in possession of


Contractor, shall be the sole and exclusive property of the Company. Upon termination of this Agreement, or at the Company’s request, Contractor agrees to deliver immediately the originals and all copies of any of the foregoing.
15. Liability for Conduct: Contractor shall, at his or her own expense, indemnify, defend and hold the Company, its contractors, employees, agents, representatives, clients, and customers harmless from and against any and all losses, costs, expenses and fees (including reasonable attorneys’ fees), or other liability arising from or in connection with any direct or third-party
claim(s), action(s), demand(s), injury(ies) or criminal proceeding(s), arising out of any allegation of wrongdoing against Contractor or any of Contractor’s agents or employees. This shall include, but is not limited to, any liability, fines, or expenses related to unauthorized changes in telecommunications service (known as “slamming”) for any of Contractor’s customers, whether such
changes resulted from inadvertent or intentional actions by Contractor and/or Contractor’s agents or employees.

16. No Hardship on Contractor. Contractor has carefully considered the nature and extent of the restrictions upon Contractor and the rights and remedies conferred upon the Company under this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate unfair business practices that otherwise would be unfair to Company, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment imposed upon Contractor.

17. Prior Commitments. While Contractor is free to engage in other business ventures and services, Contractor represents and warrants that Contractor has no other agreements, relationships, or commitments to any other person or entity that conflict with Contractor’s obligation to the Company under this Agreement.

18. Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions or parts thereof shall nevertheless be binding and enforceable. In the event that any provision of this Agreement is deemed unenforceable, the Company and Contractor
agree that an arbitrator and/or court of competent jurisdiction (to the extent the arbitration provision is found to be unenforceable) shall have jurisdiction to reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law.

19. Termination. This Agreement can be terminated at any time and for any reason at the option of the Contractor or the Company. Upon termination, Contractor agrees to return all materials furnished by the Company in good condition, subject to reasonable wear and tear. Upon termination, Contractor agrees that all of Contractor’s rights under this Agreement will end, and
Contractor shall have no authority to solicit any services or products on behalf of the Company or the Client.

20. No Solicitation. The Contractor shall not directly or indirectly, hire, solicit, seek to hire, seek to retain, or offer employment or contractor positions to any of the Company’s employees or contractors until the Contractor has ceased performing services for the Company and twelve (12) months have elapsed since the Contractor last performed services for the Company.


21. Remedies. Contractor expressly agrees and understands that any breach by Contractor of Paragraphs 15 or 22 of this Agreement will result in irreparable harm to the Company, and that the damages flowing from such breach cannot be adequately measured in monetary terms. Contractor
further expressly acknowledges that the remedy at law for any breach by Contractor of this Agreement will be inadequate. Accordingly, it is agreed that the Company shall be entitled to, among other remedies, immediate injunctive relief, including a temporary restraining order, preliminary injunction and permanent injunction for any such breach or threatened breach, without
the requirement to post a bond. In addition to this injunctive relief, a breach of any covenant of Contractor contained herein shall also give rise to such monetary damages as are available in law or equity.

22. Assignment. Contractor may assign or delegate Contractor’s duty to perform under this Agreement, provided the Contractor provides at least ten business day’s advanced notice of such assignment or delegation and the assignee or delegee agrees to comply with all of the terms and conditions required to perform the services referenced herein. The Contractor shall be jointly and severally liable for his/her assignee’s or delegee’s acts or omissions.

23. Binding Agreement. The rights and obligations of the Company and Contractor under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company, and to the extent legally permissible, to and upon the heirs, legal representatives and assigns of Contractor.

24. Waiver. Any party’s failure to enforce any provision or provisions of this Agreement shall not in any way be constructed as a waiver of any such provision, nor prevent that party thereafter from enforcing any provision of this Agreement. The rights granted the parties herein are cumulative and the waiver by a party of any single remedy shall not constitute a waiver of such
party’s right to assert any other legal remedies.

25. Governing Law. The location of the Company’s office, where the Contractor submitted the Agreement, shall be considered the Geographic Domicile for purposes of this Agreement. This Agreement shall be deemed to be made in the Geographic Domicile and the Agreement shall be governed
and constructed according to the laws of the state where the Geographic Domicile is located, and any judicial actions, to the extent not covered by the agreement to arbitrate (below), may only be brought in the county where the Geographic Domicile is located.

26. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof, supersedes all prior understandings and agreements relating to the subject matter hereof and may not be modified except in writing, signed
by all parties.
27. Attorney’s Fees. In the event either party hereto finds it necessary to seek legal assistance or to bring an action at law or other proceeding against the other party to enforce any of the terms, covenants or conditions hereof, the party prevailing in any such action or other proceeding shall be paid all reasonable attorneys’ fees by the other party as well as costs.

28. Agreement to Not Operate Motor Vehicle. If Contractor has not provided proof of a valid driver’s license and/or proof of automobile insurance, by signing below Contractor hereby agrees not to operate a motorized vehicle while performing any job related activity for the Company, and acknowledges that the Company’s insurance provider requires such proof as mentioned above. Failure to adhere to this condition may result in immediate termination of this Agreement.

29. Commenting on Competitors. Discussing a subjective opinion or speculating on a competitor’s activities, quality, business practices, actual or potential mergers, and service/product pricing is prohibited.

30. Illegal activities are prohibited. Any illegal conduct will result in the termination of this Agreement.

31. Collateral generation / reproduction. Any creation of materials, including but not limited to, business cards, flyers, door hangers, tee shirts, jackets, bearing the name of any company/Client to sell services for (including WiFi America' name) or used in conjunction with any of these said companies sales activity is strictly prohibited without explicit written consent from
that company/Client. Failure to adhere to this policy will result in the termination of this Agreement and Contractor will forfeit any monies owed by the Company to Contractor.

32. Customer Information is Confidential. Customer information is always to be kept private and confidential; this includes social security numbers, credit card information/numbers and any and all personal information Contractor may have obtained while performing services pursuant to this Agreement.

The misuse of a customer’s information will result in immediate termination of this Agreement and criminal prosecution. Contractor may not keep and/or use any customer information. Furthermore, Contractor may not use Contractor’s own personal credit card and/or checking account on behalf of
the customer. Doing so will result in immediate termination of this Agreement and Contractor will forfeit any monies owed by the Company to Contractor.

33. Telemarketing/Contacting potential customers. Under no circumstance is Contractor allowed to contact or attempt to contact a customer or potential customer, via the telephone service (calling), even if the number is provided to Contractor, to solicit business. Any and all referral calls should be handled by the customer calling Contractor. If you perform this act, this Agreement will be terminated, Contractor will forfeit any monies owed by the Company to Contractor, and Contractor may be subject to criminal prosecution, with fines of up to $11,000 per occurrence.

34. Arbitration Clause. The Company and the Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration agreement is governed by the Federal Arbitration Act (9
U.S.C. §§ 1-16) and shall apply to any and all claims arising out of or relating to this Agreement; the type, form and amount of payments received by Contractor for providing services to the Company, the Client or its Customers; the termination of this Agreement; and all other aspects of the
Contractor’s relationship with the Company (including one of its affiliates,
subsidiaries or parent companies), past or present, whether arising under federal, state or local statutory and/or commo(na)law. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing
via certified mail, return receipt requested, within the applicable statute of limitations period. This demand for arbitration must include (a) the name and address of the party seeking arbitration, (b) a statement of the legal and factual basis of the claim, and (c) a description of the remedy sought.
Any demand for arbitration by Contractor must be delivered to WiFi America, Inc., 4815 W Knights Griffin Rd, Plant City, FL 33565.
(b) Class Action Waiver. The Company and the Contractor mutually agree that by entering into this Agreement, both waive their right to have any dispute brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
(c) Contractor agrees and acknowledges that entering into this arbitration agreement does not change Contractor’s status as an independent contractor in fact and in law, and that Contractor is not an employee of Company, the Client or the Client’s customers notwithstanding this arbitration agreement.
(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:
(i) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute.
(ii) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in a venue no more than 45 miles from the place where Contractor last performed services on behalf of the Company. If Contractor no longer resides in the general geographical vicinity where he/she last performed services on behalf of the Company, Contractor and the Company will agree to a location of the arbitration within 45 miles of where Contractor currently resides, provided the Company would have otherwise been subject to personal jurisdiction in that location.
(iii) In all cases where required by law, the Company will pay the Arbitrator's and arbitration fees. If under applicable law the Company is not required to pay all of the Arbitrator's and/or arbitration fees, those fee(s) will be apportioned between the parties in accordance with applicable law, and any disputes in that regard will be resolved by the Arbitrator.
(iv) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(v) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal
substantive law, or both, as is applicable.

(vi) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
(vii) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.
(viii) Either Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph 37 may be rendered ineffectual.
(e) Expiration of This Arbitration Provision: Notwithstanding anything stated herein, the agreement to arbitrate shall survive the expiration of this Agreement, irrespective of the circumstances by which the Agreement is terminated (if at all).
(f) Nothing herein is intended to or shall preclude Company or Contractor from filing a complaint and/or charge with any appropriate federal, state, or local government agency and/or cooperating with said agency in its investigation.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement. The Contractor acknowledges and represents that Contractor has been given as much time as necessary to review this Agreement and has been encouraged to consult an attorney prior to signing this Agreement. Contractor further
acknowledges that Contractor has read and understands this Agreement, including the arbitration clause with the class action waiver.

 
WiFi America, Inc.
NONDISCLOSURE AGREEMENT


This nondisclosure agreement (“Agreement”) is entered into on this day of month and year by and between (“Contractor/Sale Representative”) and WiFi America. Contractor agrees to accept such information under the restrictions set forth in this Agreement.

1. Disclosure of Confidential Information. WiFi America may disclose, either orally or in writing, certain information which Contractor knows, or has reason to know, is considered confidential by WiFi America as well as the Clients represented by WiFi America (“Confidential Information”). Confidential Information shall include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, schematics, source documents, current, future or proposed products, contracts, agreements, customer lists, financial information, sales and marketing plans and materials, and business plans.

2. Confidentiality. Contractor agrees to maintain in confidence Confidential Information. Contractor will use Confidential Information solely for the purpose of sales representation for the Clients represented by WiFi America. Contractor will not disclose in any manner or form whatsoever any part or all of Confidential Information to any third party, nor make any commercial use of
Confidential Information.

3. Materials. All materials including, without limitation, documents, drawings, models, samples, apparatus, sketches, designs and lists furnished to Contractor by the Client and any tangible materials embodying Confidential Information created by Contractor shall remain the property of WiFi America or the Clients represented by WiFi America. Contractor shall return to WiFi America such materials and all copies thereof upon the termination of this Agreement or upon written request of WiFi America.

4. Exclusions. This obligation will not apply to the extent that Contractor can demonstrate that:
a. the Confidential Information at the time of disclosure is part of the public domain;
b. the Confidential Information became part of the public domain, by publication or otherwise, except by breach of the provisions of this Agreement;
c. the Confidential Information can be established by written evidence to have been in the possession of Contractor, without an obligation to keep it confidential, prior to the time of disclosure;
d. the Confidential Information was received from a third party without similar restrictions and without breach of this Agreement; or
e. the Confidential Information is required to be disclosed by a government agency to further the objectives of this Agreement, or by a proper court of competent jurisdiction; provided, however, that Contractor will use its best efforts to minimize the disclosure of such information and will consult with and assist WiFi America in obtaining a protective order prior to disclosure.

5. No Rights Granted. This Agreement does not grant Contractor any license or right to use Confidential Information except as provided in Article 2.

6. Term of Agreement.
a. This Agreement shall remain in effect for one (1) year from the Effective Date or until WiFi America sends Contractor written notice releasing Contractor from this Agreement, whichever
occurs first.
b. Upon expiration of this Agreement, Contractor shall cease to use Confidential Information and shall comply with Article 3 within thirty (30) days of the date of termination. Upon the request of WiFi America, an officer of Contractor shall certify that Contractor has complied with its obligations in this Section.
c. Contractor’s obligations in Article 2 shall survive such expiration or termination.


7. General Provisions.
a. This Agreement shall be governed by and construed in accordance with the laws of the United States and of the state of Florida. Except as provided in Section 7(b), any dispute arising out of or relating to this Agreement, or the breach, termination or validity thereof, will be submitted by the parties to arbitration, to take place in Florida, by the American Arbitration Association under the commercial rules then in effect for that Association except as provided in this Section. All proceedings will be held in English and a transcribed record prepared in English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
b. Notwithstanding Section 7(a), WiFi America shall have the right to obtain preliminary relief of any equitable claim in any court of competent jurisdiction, where such judgment is necessary to preserve its property and/or proprietary rights under this Agreement.
c. Any notice provided for or permitted under this Agreement will be treated as having been
given when (a) delivered personally, (b) sent by confirmed telex or telecopy, (c) sent by
commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by
certified or registered mail, return receipt requested, to the party to be notified, at the address set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section. Such notice will be treated as having been received upon the
earlier of actual receipt or five (5) days after posting.
d. Contractor agrees that the breach of the provisions of this Agreement by Contractor will cause WiFi America irreparable damage for which recovery of money damages would be inadequate. WiFi America will, therefore, be entitled to obtain timely injunctive relief to protect WiFi America' rights under this Agreement in addition to any and all remedies available at law.
e. Neither party may assign its rights under this Agreement.
f. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.
g. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other,
different, or subsequent breach by either party.
h. If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of the Agreement will remain in full force.
i. This Agreement, in addition to the WiFi America Master Sales Agreement, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. Contractor acknowledges that he or she has read and understands this Agreement.

 
*By typing your name in the space above and submitting this form, you are declaring, under penalties of perjury, that you are the applicant and that you have read the foregoing application and that the facts stated in it are true.


WiFi America, Inc.
Consent Form for Conducting Background Check, Drug Screening and Driver’s License Check
Please carefully complete all of the requested information.

There is a possibility that your eligibility for independent contractor relationship may be determined, entirely or partially, by WiFi America, Inc. using data from a report supplied by its agent(s). Pursuant to Section 609 of the Fair Credit Reporting Act, you may be entitled to a copy of this report.

Consent of Applicant:

It is my understanding that WiFi America, Inc. will recruit a third party to conduct my background check and will verify all or part of the information provided by me to WiFi America. I authorize the release of such information as may be necessary to verify the information I have provided. I agree that WiFi America may conduct this verification and I also understand that this verification may include any inquiry into my credit history, motor vehicle driving record, criminal and civil records, previous employers, educational institution (degree, GPA and attendance records), as well as other public record information. I release and hold WiFi America harmless, from all liability. I understand that if I am able to begin work prior to all background information being obtained, the work is conditional upon satisfactory return of information.

*By typing your name in the space above and submitting this form, you are declaring, under penalties of perjury, that you are the applicant and that you have read the foregoing application and that the facts stated in it are true.

 
FAIR CREDIT REPORTING ACT DISCLOSURE & AUTHORIZATION

I, , understand that WiFi America, Inc. may have background checks conducted about me and my past (such as employment reference
checks, personal reference checks, criminal record checks, motor vehicle background checks, or education verification when making decisions about my employment (such as hiring, assignment, transfer, promotion, or dismissal decisions).

I understand that WiFi America, Inc. may hire credit reporting agencies* or other service providers covered by the federal Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681 and Federal Trade Commission regulations contained in 16 C.F.R. Part 601, to conduct such background checks and to report the results of such checks to WiFi America, Inc.

I acknowledge that I received this Disclosure and that I voluntarily and
fully authorize WiFi America, Inc. to obtain reports relating to the background checks described above from credit reporting agencies or other service providers, and to use such reports when making decisions about my employment (such as hiring, assignment, transfer, promotion, or dismissal decisions).

I also understand that WiFi America, Inc. enters into representative sales
relationships with various corporations and may be required to disclose the
results of my background checks to corporate representatives as a condition of obtaining business opportunities from those corporations. I voluntarily and fully authorize WiFi America, Inc. to disclose the results of any and all background checks about me to such corporate representatives for this business employment purpose.

By signing below, I affirm that I have not been convicted (whether by guilty plea, nolo contendere plea, a finding of guilt, or otherwise) of a felony or misdemeanor, except the following offenses, and for each, I am listing: the criminal offense, the date of conviction, the court, and the sentence (and where appropriate, the place of incarceration):


I voluntarily agree to report to WiFi America, Inc. any arrests or
convictions for any misdemeanor or felony that may occur after the date of this Disclosure and Authorization, within five days of any such arrest or conviction.

By signing below, I also affirm that I do not currently abuse illegal drugs, controlled substances, prescription medication, over-the-counter medications or any other substances.

* The term “credit reporting agencies,” under federal law, refers to agencies
conducting background investigations for employment purposes.