INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into between OZONE WATER TREATMENTS US CORP, which is registered in the State of Florida under number P17000051466, whose principal legal business address is 3700 34Th St Suite 120 A Orlando FL 32805 and whose corporate status is active. Represented by: Juan Carlos Meauri (hereinafter, the "Company"), and PUREAXIS SOLUTIONS LLC, whose principal legal business address is 11350 Evergreen Blvd Granger Indiana 46530 and whose corporate status is active. Represented by: Jorge Enrique Salazar Mujica and Néstor Gabriel Rodríguez Alcala, (hereinafter, the "Contractors").

1. Training, Obligations, Installation and Warranties

(a) The Company has designed specific methods, procedures, and guidelines for the sale of Water Systems in the State of Indiana. The Contractors, before beginning any work under this Agreement, shall participate in training related to the Company's presentation methods, sales procedures, and business guidelines. During the training period and corresponding exercises, the Contractors will be provided with written materials, as well as information regarding the methods required for the marketing, promotion, solicitation, and sale of the Water Systems.

Likewise, The Company shall provide:

• Management of financial and administrative platforms.

• Corporate marketing support, social media, and specific campaigns.

• Corporate guidelines for the proper use of the registered trademark and corporate image.

(b) The Contractors shall be required to comply with the requirements, procedures, and deadlines established by the Company, pursuant to the following provisions:

• Submit to the Company the documents requested, such as:

• Driver's License.

• Completed W-9 with the requested information.

• Social Security Number.

• Employment reference from the immediately preceding job, including telephone numbers and names.

• Use, as a recommendation, the links supplied by the Company's administrative team, corresponding to:

• Application Link: The Company offers, as the primary application and first option, the digital application available on the main OZONE website. If, for any reason, use of the digital link is difficult, the application may be completed in physical form, filling out the form with clear and legible handwriting and avoiding any erasures, alterations, corrections, or transcription errors. It is recommended that documents such as ID and driver's license be scanned to verify the customer's information, as well as confirmation of the email address and telephone numbers. All of the foregoing is intended to avoid delays and prevent complications in connection with the credit application, thereby obtaining results quickly and favorably for the customer, taking into consideration that both the customer's and the Contractors' time is of utmost importance, without intending to cause any inconvenience or dissatisfaction to either party.

• Installation Link.

• Soap Link: The soap link must be completed and signed by the applicants on the same day the sale is made and sent to: soap\@ozonewatertreatments.com

• The Contractors shall provide the customer's banking information at the time of verification, or, if possible, beforehand, for the purpose of timely processing of the corresponding documentation for the proper execution and signing of the documents with the financing company.

• Inform the customer that the ACH authorization for direct charges must be completed and signed before signing the financing company's documents.

Ø Request the approved financing document to be signed by the applicants. If the installation is performed that same day, the terms document shall be accompanied by the installation completion document.

• Assist the customer in signing the applicable document, thereby avoiding delays, since if this occurs, payment to everyone participating in the sales and installation process will be postponed.

• Inform the customer about the Work Order form, which must be completed in its entirety and signed.

• The Contractors shall maintain direct and constant communication with the Company regarding operational procedures, including following up on processes such as credit applications, installations, documentation, requesting assistance, or clarifying questions when necessary.

• Send the installation message to the main office through the WhatsApp group as soon as possible, in order to expedite the installation and coordinate the service efficiently.

• Send together the photo(s) showing the installation site, which must have the main entrance access point and electrical outlets ready. If an electrical outlet is not available, an additional charge shall apply and must be specified in the Work Order.

• The Company shall provide the Contractors with die-cut folders, properly identified with the Ozone Water Treatments design and corporate image. Such folders shall contain the documentation corresponding to each sale, including, among other documents, the credit application form, work order, technical data sheet for the available equipment, monthly preventive maintenance recommendation sheet, warranty sheet, and any other documentation the company determines necessary. The purpose of these folders is to ensure that, once each sale has been completed and formalized, the Contractors deliver the corresponding folder to the customer with all documentation related to their purchase, properly organized and complete.

• The warranty must be signed by the purchasing customer and retained by the customer. For warranty control purposes, the customer must scan the QR code attached to the OZONE sales folder and digitally sign the warranty. Likewise, the Contractors shall scan the warranty and send it via WhatsApp to the appropriate group together with the customer's ID.

Ø The Contractors shall, to the extent possible, take photographs together with the customer, ensuring that the die-cut folder, properly identified with the design and corporate image of Ozone Water Treatments, is visible in the photographs. Likewise, whenever possible, photographs should be taken of the customer together with the installed water purification equipment. The purpose of this photographic record is to maintain evidence and support of completed sales and installations, facilitate operational control and follow-up, provide support to financial institutions, and contribute to the promotion and advertising of the brand and equipment marketed by Ozone Water Treatments.

• The Contractors shall inform the customer that they will receive a welcome message from our company by email. Likewise, they shall inform the customer that, in the following days, the administration and customer service personnel will call to pre-verify the credit information.

• The bank will make a data verification call three (3) days after the equipment installation; therefore, the customer should be informed about this call.

• At the end, it is recommended that all files be sent in a single PDF to maintain proper follow-up of the sale.

• Any request for technical support must be sent to the official customer service email, including a detailed description of the situation. The terms and conditions established in the official warranty document shall apply.

(c) The installation of the equipment is strictly and expressly prohibited until prior credit approval has been obtained from the financing company, and the equipment may not be financed by any other means or for any reason.

The equipment may not be installed in the name of the Contractors in order to benefit the customer. Therefore, it is imperative to properly comply with the applicable procedures for the sale of such equipment and the closing of the transaction.

• PULL OUT: If the customer cancels the sale after having signed the document and after the verification call by the financing company, that is, after three (3) business days have elapsed from the signing of the financing agreement, the customer shall assume thirty percent (30%) of the costs associated with the removal or deinstallation of the equipment, as stated in the Work Order. Conversely, if the customer wishes to cancel the sale before the aforementioned three-day period and before completing the signing of the document, the Contractors shall assume the costs arising from the deinstallation or removal of the equipment.

(d)

WAREHOUSE AND INVENTORY PRESERVATION: The Contractors formally undertake to guarantee the optimal condition, maintenance, and security of the physical space designated as a warehouse, ensuring the proper preservation of both the facilities and the goods, equipment, and merchandise stored therein. Likewise, it is established that a detailed and permanent inventory of such goods shall exist, which must remain strictly linked, synchronized, and updated in real time with the system of the main office of Ozone Water Treatments. Such warehouse, as well as the opening of the Indiana office, do not yet have precise addresses. It is hereby stated that once their addresses are obtained, they shall be recorded in a document attached to this Agreement.

(e) The Contractors shall verify and guarantee that, prior to signing this Agreement, all obligations, commitments, and matters related to their customers have been properly addressed and are up to date, without any complaints, claims, debts, outstanding obligations, or any other situation that could generate inconvenience, conflicts, or subsequent liabilities after the contractual relationship with the Company is formalized.

The Contractors shall be responsible for promptly informing the Company of any pending matter or circumstance involving their customers that could directly or indirectly affect the business relationship or generate any type of liability for the Company.

f) WARRANTIES: The equipment shall carry a minimum installation warranty of three (3) months against leaks and leakage. Such warranty shall be covered directly, at no additional cost, by the technician in the respective city and supervised by the Contractors.

Any technical failure must be reported in writing within a maximum period of seven (7) consecutive days from its detection and, once addressed, must be reported for our control and history records in each customer's CRM.

The Company shall be responsible for manufacturing defects in the equipment.

Our manufacturer's warranties are based on three (3) years for the valve, including the electronic control board, and ten (10) years for the mineral retention tanks. Parts replaced during such period must be transferred to the branch warehouse and returned to the main office.

Minerals and resins must be replaced depending on the system beginning at five (5) years onward. The cost of such replacement shall be established according to the market price at that time.

Mechanical parts and seals must be checked annually, as well as the filters added to the machine (Big Blue).

Customers shall only be responsible for handling and labor costs.

2. Contractor Representations and Warranties

The Contractors represent and warrant to the Company that the following conditions are requirements for maintaining their status as Contractors with the Company, and any breach thereof may result in termination of this Agreement, at the sole and absolute discretion of the Company:

(a) The Contractors shall serve as lead directors and/or managers in the State of Indiana, as previously agreed with the Company.

(b) At all times during which the Contractors are providing services under this Agreement, the Contractors shall maintain a valid Indiana driver's license;

(c) During the term of this Agreement, the Contractors shall maintain automobile liability insurance and workers' compensation insurance. The Contractors understand that the Company shall not be liable for any accident or injury suffered while the Contractors are performing work contracted for the Company.

The Contractors further agree to indemnify, defend, and hold harmless the Company from and against any lawsuit, legal action, claim, expense, damage, or cost of any nature, type, or description brought, initiated, or incurred as a result of any injury or damage, or omissions toward persons or property, suffered by any person or persons, arising from or caused by the acts of the Contractors or their agents during the performance or fulfillment of this Agreement.

The Contractors shall maintain liability insurance in a minimum amount of One Million Dollars ($1,000,000.00) and shall designate the Company as an additional insured.

(d) At all times during which the Contractors are providing services under this Agreement, the Contractors shall not have recreational or personal passengers inside the vehicle.

(e) At all times during which the Contractors are providing services under this Agreement, the Contractors shall not consume or be under the influence of any alcoholic beverage, illicit substance, illegal drug, or narcotic medication, even if such medication has been prescribed by a medical professional.

(f) At all times during which the Contractors are providing services under this Agreement, the Contractors shall maintain the samples and presentation materials provided by the Company in good condition and shall represent the Company's products and services in accordance with the Company's current sales procedures, as set forth in the procedure manual.

(g) At all times during which the Contractors are providing services under this Agreement, the Contractors shall comply with all federal, state, and local laws, ordinances, rules, and regulations governing the business of selling consumer products and shall conduct all business matters with the highest standards of honesty and integrity, always acting in the best interests of the Company and its customers.

(h) The Contractors represent that they have never been convicted of any felony or any crime involving moral turpitude.

(i) The Contractors represent that they are aware of the covenant not to compete and the non-solicitation and non-interference obligations contained in this Agreement.

(j) The Contractors agree that the Company has a legitimate business interest in enforcing the restrictions contained in this Agreement, including, without limitation, the Company's need to protect its goodwill, its relationships with its agents, the stability of its agents, the confidentiality of the Company's business information, and other legitimate interests.

(k) The Contractors are fully aware of their obligations under this Agreement, including, without limitation, the duration, scope, and geographic coverage of these restrictive obligations.

(l) The execution of this Agreement by the Contractors and the entering into of this Agreement do not violate any agreement that the Contractors have entered into with any third party. The Contractors acknowledge that any inaccuracy in this representation and warranty shall constitute grounds for immediate termination of this Agreement by the Company, which, upon such termination, shall have no further obligations to the Contractors.

The Contractors agree to indemnify and hold harmless the Company from and against any and all lawsuits, claims, or legal actions arising as a consequence of any breach of any of the terms and conditions contained in such agreements entered into by the Contractors.

3. Independent Contractor Status

The Contractors are independent contractors, and neither the Contractors nor any employees or personnel hired by the Contractors are or shall be considered employees of the Company. In their capacity as independent contractors, the Contractors agree and represent, and the Company agrees, as follows:

(a) The Contractors have the exclusive right to control and direct the date, time, and manner in which the services required by this Agreement shall be provided;

(b) The Contractors have the right to hire assistants as subcontractors or use employees to provide the services required by this Agreement;

(c) The Contractors acknowledge and agree that they do not represent any governmental entity nor act as an agent or representative of government assistance programs. Accordingly, it is strictly prohibited to approach, contact, or communicate with customers using false, misleading, or deceptive information or any practice that may cause confusion. Likewise, the Contractors may not use uniforms, identification, or other elements that could create the appearance of representing an entity other than the Company.

The Contractors shall identify themselves at all times with their respective identification badge and present themselves as authorized independent sales representatives of OZONE WATER TREATMENTS. In addition, they shall be responsible for maintaining clear, professional, ethical, and transparent communication with customers, ensuring that accurate information is provided and respecting the policies, procedures, and values established by the Company.

(d) It is strictly prohibited for the Contractors, their independent salespersons, or sales representatives to make, communicate, or provide to customers any false, misleading, inaccurate, or unauthorized promises, statements, representations, or commitments regarding the characteristics, advantages, benefits, operation, results, capabilities, or commercial terms of the equipment offered by the Company. All information provided to customers must be truthful, verifiable, clear, and supported by the specifications and benefits officially established by the Company. Any violation of this provision shall be considered a material breach and may result in the immediate termination of the business relationship, without prejudice to any applicable legal actions and the infringer's liability for any damages, losses, costs, or expenses their conduct may cause to the Company.

4. Compensation

(a) As the sole compensation for providing services under this Agreement, the Contractors shall receive commissions on sales, paid in accordance with the written policies and procedures established by the Company, which may be modified from time to time. Such commission payments shall be made directly to an account in the name of the Contractors; therefore, under no circumstances may payments be made to accounts held in the name of third parties.

The amount of the commissions is subject to the financing company's approval percentage. Such payment shall be processed within an average period of three (3) to eight (8) days thereafter, as the financial institutions make the corresponding disbursements, taking into account business days. Therefore, advance payments are excluded.

The Contractors understand that such commissions may be modified at any time, at the sole discretion of the Company, and the Contractors acknowledge having received such information by signing at the end of this document.

Upon termination of this Agreement, any commission that has not yet been paid shall be considered due and payable only after the work has been completed and the Company has received the corresponding payment for such work.

If, at the time of termination of this Agreement, the Company has provided loans to the Contractors, including front-end commissions and other advances that have not yet been repaid, any commission that becomes due and payable shall first be applied against such loans until the total loan amount has been paid in full, before any outstanding commission is paid to the Contractors.

To the extent that such loans are not repaid, the Contractors agree to pay the Company the outstanding balance of such loans when requested.

In order to ensure proper administration, traceability, and recordkeeping of commercial transactions, all payments made by check, credit card, debit card, electronic transfer, or any other payment method shall be made solely and exclusively in the name of Ozone Water Treatments.

Accordingly, it is expressly prohibited to make payments directly to any salesperson, sales representative, agent, or any third party affiliated with the company in their own name or on their own behalf. Once payment has been received and validated by Ozone Water Treatments, The Company shall be solely responsible for making the corresponding distribution, settlement, or transfer of funds to the authorized salesperson or representative, as well as payment to technicians, in accordance with its internal policies and current commercial agreements.

Payments made by debit card, credit card, payment platform, check, or another method subject to processing fees shall incur a 3.5% surcharge, which shall be added to the total amount and assumed by the person making the payment. In the event of a refund, such percentage shall be deducted when the charge has been applied.

Any payment made in violation of this provision shall be made solely at the customer's responsibility, releasing Ozone Water Treatments from any obligation arising from payments made to persons other than the company.

• ACH Fee: The amount processed through ACH shall not be refundable, as it corresponds to expenses, administrative costs, and operational costs associated with the management and processing of the transaction. Such fee shall be retained by The Company as compensation for the resources and administrative services involved in the process.

(b) The Contractors are independent contractors, and all fees payable to the Contractors under this Agreement shall be paid in full, without any withholding, deduction, or offset for state or federal withholding taxes, FICA, FUTA, or income taxes.

The Company shall also not be required to pay any taxes applicable to employees of the Contractors.

By means of this Agreement, the Contractors undertake and agree that they shall be solely responsible for all taxes, withholdings, FICA, FUTA, and other similar obligations (both the employee portion and the employer portion) related to all payments made by the Company under this Agreement, and agree to indemnify and hold harmless the Company with respect to such taxes and withholdings.

The Contractors understand that neither the Contractors nor any employees or personnel hired by the Contractors are eligible to participate in any pension plan, health insurance, paid vacation, sick leave, or other employee benefit program offered by the Company.

(c) The Contractors shall be responsible for all expenses incurred while providing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle licenses and permits and other required permits; insurance premiums; tolls, fuel, and other taxes; fines; cellular telephone expenses; meals; lodging; and all salaries, expenses, and any other compensation paid to employees or personnel hired by the Contractors to complete the work under this Agreement.

(d) Commission Reimbursement Upon Resolution or Cancellation of the Sale: In the event that the customer, for any reason, exercises their right to withdraw from the purchase, requests the permanent removal of equipment marketed by OZONE WATER TREATMENTS, or the commercial transaction is terminated, canceled, or annulled, resulting in the cancellation of the financing agreement approved by the applicable financial institution and rendering the transaction giving rise to the commission payment ineffective, the Contractors shall be obligated to reimburse OZONE WATER TREATMENTS the full amount of the commission received for such transaction, without any deduction.

The reimbursement must be made within a maximum and non-extendable period of ten (10) consecutive days, counted from the date on which OZONE WATER TREATMENTS provides notice by any reliable means of the final cancellation of the commercial transaction.

Failure to comply with this obligation shall authorize OZONE WATER TREATMENTS, without the need for prior judicial demand, to pursue all legal, civil, commercial, or other actions available under applicable law in order to recover the amounts owed, as well as claim interest, damages, litigation costs, professional fees, and any other amount legally applicable.

This reimbursement obligation shall survive the termination of the commercial relationship between the parties, as it arises directly from the resolution or cancellation of the transaction that gave rise to the commission payment.

(e) The equipment offered shall have the following base values during an initial stage, always subject to market fluctuations:

• Ozone Plus for city water: USD $4,500

• Ozone Infinity for well water: USD $6,500

These prices may be subject to modifications resulting from manufacturing, logistics, or transportation costs, upon prior notification by the Company.

The above-mentioned prices include:

• Alkaline RO Reverse Osmosis system for kitchen installation.

• Allowance of:

• USD $600 for city water system installations; any excess shall be borne by the seller.

• USD $700 for well water system installations; any excess shall be borne by the seller.

• Soap coupons for a period of five (5) years.

The prices do not include additional warranty coverage, maintenance, replacement of resins, minerals, filters, or labor after installation.

In a second stage, beginning with an investment of five (5) or more units, and according to sales volume, prices shall be adjusted in accordance with the following structure, allowing for improved commercial terms and increased profit margins.

• Ozone Plus for city water: USD $3,700

• Ozone Infinity for well water: USD $5,900

• Allowance of:

• USD $500 for city water system installations; any excess shall be borne by the seller.

• USD $600 for well water system installations; any excess shall be borne by the seller.

In a third stage, the Contractors shall make an investment in favor of the Company of $45,000 corresponding to the franchise, with an initial term of two (2) years, commencing on the date this Agreement is signed. Upon opening the franchise, the cost prices of the equipment may be modified according to sales volume and the commercial conditions achieved. Any modification to such prices must be previously agreed upon by the parties and formalized through the corresponding Addendum to this Agreement. Renewal of the franchise shall be evaluated and agreed upon by the parties at the end of each two (2)-year period, likewise calculated from the date this Agreement is signed.

The market commercial value of the equipment shall be as follows:

• City water systems: USD between $8,500 and $9,500.

• Well water systems: USD between $10,500 and $11,900.

The company offers annual equipment maintenance services as follows:

• USD $250, maintenance for city water systems.

• USD $390, maintenance for well water systems.

5. Business Licenses, Permits and Certificates

The Contractors represent and warrant that the Contractors, their employees, and hired personnel shall comply with all federal, state, and local laws requiring driver's licenses and other licenses, business permits, and certificates necessary to perform the services under this Agreement.

6. Unemployment Compensation

The Company shall not make state or federal unemployment compensation payments on behalf of the Contractors, their employees, or hired personnel.

The Contractors shall not be entitled to receive such benefits in connection with work performed under this Agreement.

7. Recruitment and Engagement of Agents or Salespersons

The Contractors shall have full freedom to recruit, select, and engage agents, salespersons, sales representatives, or any other persons they deem necessary for the proper development and performance of their commercial activities, and such authority shall not be limited or interfered with by the Company.

The Company agrees to respect the commercial and/or contractual relationships established by the Contractors with persons recruited by the latter during the term of the contractual relationship between the parties.

However, if any of the agents, salespersons, or representatives recruited by the Contractors voluntarily decide to terminate their employment, contractual, or commercial relationship with the Contractors and subsequently express an interest in establishing an independent and direct commercial relationship with the Company, the latter may, at its sole discretion, enter into a new contractual or commercial relationship with such person, provided that no current legal or contractual obligation prevents it.

The establishment of such new commercial relationship shall be independent of the existing or previously maintained relationship between the Company and the Contractors, and shall not, by itself, constitute a breach of the obligations assumed by the Company under this Agreement.

If the Company incorporates new salespersons, analysts, or collaborators within the territory assigned to the Contractors, such individuals shall be registered in our operational system and shall have no economic impact on the compensation program of the Contractors. Conversely, if the Contractors recruit and, following prior discussion and approval with the Company, incorporate a new salesperson, analyst, or collaborator, such individual shall become part of their compensation program. Such individuals shall also identify themselves with the Company, maintaining proper control and organization.

8. CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION

(a) Non-Disclosure Agreement for Confidential Information

During the course of their commercial relationship with the Company or while providing services to the Company, the Contractors have acquired and will have access to confidential or proprietary information belonging to the Company, including, without limitation, trade secrets, methods, models, passwords, access to computer files, financial information and records, software programs, agreements and/or contracts between the Company and its salespersons and suppliers, as well as the Company's commercial, marketing, and/or creative policies, practices, concepts, and strategies. Therefore, all information supplied for the proper development and performance of the Contractors must be kept confidential. In the event of termination of the commercial relationship, such information, contracts, designs, among other materials, may not be used, disclosed, or copied by the Contractors, as they are protected by copyright, intellectual property, and patent rights.

(b) Non-Solicitation, Non-Competition and Non-Circumvention Agreement

The Contractors agree that, during the term of this Agreement or while providing services to the Company, they will develop personal and professional relationships with the Company's salespersons, customers, consumers, and other business partners, as well as knowledge of their affairs and needs.

During the term of this Agreement, the Contractors agree not to offer similar products or services.

(c) The parties agree to maintain absolute confidentiality regarding all technical, financial, operational, and commercial information to which they have access during the term of this Agreement and after its termination.

(d) During the term of this Agreement, the Contractors shall maintain direct communication with the Company. Accordingly, the Company may have reasonable contact with salespersons, analysts, technicians, or other collaborators belonging to the Contractors, unless expressly and previously authorized, for the purpose of addressing any questions or information necessary for proper administrative operation and matters related to the processing and closing of sales. If a customer reports technical assistance or a malfunction involving installed equipment, and maintaining a hierarchical order, the Company shall allow the Contractors to make the initial contact with the customer, ensuring a prompt response and providing a solution within twelve (12) to thirty-six (36) consecutive hours after receiving the report. If, after the aforementioned period, the Contractors have not provided a prompt resolution, the matter shall proceed to a second contact, which shall be made directly by the Company, with the purpose of expediting the customer's report and reaching a viable and prompt solution.

Any type of contact shall be made with the prior knowledge and acceptance of the Contractors, in order to prevent information leaks, talent solicitation, or distortion of corporate messages.

(e) Injunctive Relief

The Contractors agree that any actual or threatened breach by them of the obligations set forth in paragraphs 8(a) and 8(b) of this Agreement would cause irreparable harm to the Company, for which monetary compensation alone would be an insufficient remedy.

Therefore, although nothing contained in this paragraph shall prevent the Company from exercising any other remedy available against the Contractors under applicable law (which shall be cumulative with the remedies established herein), the Contractors expressly agree that, in the event of any actual or threatened breach of this Agreement by them, the Company shall have the right to seek a temporary restraining order and, subsequently, a preliminary and permanent injunction, as well as other equitable remedies, including, without limitation, an equitable accounting of revenues, profits, and other benefits obtained.

Likewise, the Contractors shall be responsible for reimbursing the Company for any attorneys' fees and other costs incurred by the Company to obtain such relief.

No specification in this Agreement of any legal or equitable remedy shall be construed as a waiver or prohibition against the Company seeking any other legal or equitable remedy available in the event of an actual or threatened breach of this Agreement by them.

9. Proprietary Information

(a) The product of all work performed under this Agreement (the “Work Product”), including, without limitation, all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works in progress, and deliverables, shall be the exclusive property of the Company, and the Contractors hereby assign to the Company all rights, title, and interest therein, including, without limitation, all audiovisual rights, literary rights, moral rights, and other copyrights, patent rights, trade secret rights, and other proprietary rights relating thereto.

The Contractors shall retain no right of use over the Work Product and agree not to challenge the validity of the Company's ownership of such Work Product.

(b) The Contractors hereby assign to the Company all rights, title, and interest in any photographic image, video, or audio recording made by the Company during the Contractors' work for the Company, including, without limitation, any royalties, income, or other benefits derived from such photographs or recordings.

(c) The Company shall have the right to use the name and/or image of the Contractors and their salespersons in advertising and other materials.

10. Termination

Either party may terminate this Agreement at any time by providing the other party with fifteen (15) consecutive days' prior written notice stating its intention to terminate the Agreement. The Company may terminate the commercial relationship established under this Agreement for a material breach of any of the obligations set forth herein.

Upon termination or cancellation of this Agreement, the Company shall have no liability or obligation toward the Contractors, except for payment for services already performed by the Contractors, in accordance with the terms and conditions established in paragraph 4 above.

However, the Company shall retain all commissions earned by the Contractors through the termination date for a period of sixty (60) consecutive days following termination or cancellation.

If any customer requests a refund, replacement, or repairs during the sixty (60) consecutive days following termination, the Company may deduct the cost of such refund, replacement, or repair from the retained commissions.

After the sixty (60) consecutive-day period has ended, the Company shall remit to the Contractors all earned commissions, less the cost of any refund, repair, or replacement performed.

11. Penalties

(a) Penalties applicable to the Contractors

• Payment of USD $5,000 for improper use of the trademark or corporate image.

(b) Repeated Violations

Repeated violations shall entitle the affected party to immediately terminate this Agreement, without prejudice to any applicable legal actions.

(c) Any violation committed by the Contractors that contravenes the company's ethical principles and values shall be reported to and disclosed to the applicable financial institution so that it may take whatever measures it deems appropriate.

12. Term and Geographic Limitations of the Agreement

This Agreement, and the services to be performed hereunder, shall commence on the date both parties sign this Agreement and shall remain in effect until terminated or canceled as provided above.

13. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and negotiations, whether oral or written.

There are no other agreements between the parties except those set forth in this Agreement.

No supplement, amendment, waiver, or termination of this Agreement shall be valid or binding unless made in writing by means of an Addendum and signed by all parties to this Agreement.

14. Assignment and Binding Effect

This Agreement shall be binding upon and shall benefit the parties named herein and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party with a related interest.

The Contractors agree and understand that if the Company is acquired by, merges with, or otherwise combines with another corporation or business entity, the surviving entity shall have all rights to enforce the terms of this Agreement as if the Company itself were enforcing the Agreement.

15. Severability

If any provision of this Agreement is deemed by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected.

16. Interpretation

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

This Agreement shall be interpreted and enforced according to the literal meaning of its language, neither in favor of nor against either party, but as a whole, giving effect to all terms, conditions, and provisions set forth in this Agreement.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Florida.

The parties hereby consent to personal jurisdiction and venue for any action arising from a breach or threatened breach of this Agreement before a court of competent jurisdiction located in Orange County, Florida.

18. Prevailing Party Attorneys' Fees and Costs

In the event that any lawsuit or legal action is brought to enforce any provision of this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs, and expenses related to the enforcement of any right of such prevailing party under or in connection with this Agreement.

This includes, without limitation, reasonable attorneys' fees and accountants' fees and expenses, including, without limitation, all fees, costs, and expenses related to appeals.

19. Waiver of Right to Jury Trial

Each party to this Agreement, to the fullest extent permitted by applicable law, waives any right it may have to a jury trial in any legal proceeding arising directly or indirectly from or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort, or any other legal theory).

Each party to this Agreement:

(a) Certifies that no representative, agent, or attorney of any other party has expressly represented to such party that such other party would not seek to enforce this waiver in the event of litigation; and

(b) acknowledges that both such party and the other parties to this Agreement have been induced to enter into this Agreement, among other reasons, by the mutual waivers and certifications set forth in this section.

20. Acceptance and Signatures

The parties declare that they have read, understood, accepted, and fully executed the contents of this Independent Contractor Agreement, and agree to comply with all of its provisions. Signed in three (3) counterparts of equal content and validity, as of the date of the respective notice.