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This INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is entered into as of 2026-03-16 (the "Effective Date"), by and between:

[CLIENT NAME], with a principal place of business at [CLIENT ADDRESS], West Virginia (hereinafter referred to as "Client"), and

[CONTRACTOR NAME], with a principal place of business at [CONTRACTOR ADDRESS], [STATE] (hereinafter referred to as "Contractor").

Client and Contractor are each referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, Client desires to engage Contractor to perform certain services as described herein; and

WHEREAS, Contractor represents that Contractor possesses the requisite skills, qualifications, and experience to perform such services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.PARTIES AND RELATIONSHIP

1.1. Client. [CLIENT NAME] is a party located at [CLIENT ADDRESS], West Virginia, reachable at [CLIENT EMAIL].

1.2. Contractor. [CONTRACTOR NAME] is an independent contractor located at [CONTRACTOR ADDRESS], [STATE], reachable at [CONTRACTOR EMAIL].

1.3. Independent Contractor Status. The Parties expressly acknowledge and agree that Contractor is an independent contractor and NOT an employee, agent, joint venturer, or partner of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between Client and Contractor. Contractor shall not be entitled to any benefits that Client provides to its employees, including but not limited to health insurance, retirement plans, paid vacation, or workers' compensation coverage. This classification is consistent with the guidelines established by the Internal Revenue Service (IRS) for determining worker classification under common law rules and applicable Treasury Regulations.

1.4. Authority. Contractor has no authority to bind Client to any contract, obligation, or representation, and shall not hold themselves out as having such authority.

2.SCOPE OF WORK AND DELIVERABLES

2.1. Services. Contractor agrees to perform the following services for Client (the "Services"): [PROJECT DESCRIPTION]

2.2. Deliverables. Contractor shall produce and deliver to Client the following deliverables (the "Deliverables"):

(a) [DELIVERABLE TO BE SPECIFIED]

2.3. Revisions. Client shall be entitled to 2 (2) round(s) of revisions for each Deliverable at no additional charge. Each revision round shall consist of a consolidated set of written feedback provided by Client within ten (10) business days of receipt of the applicable Deliverable. Revision requests received after the specified period may be subject to additional charges at Contractor's then-current rates. Additional revision rounds beyond those specified herein shall be billed at Contractor's standard rate.

2.4. Acceptance. Client shall review each Deliverable within ten (10) business days of receipt and shall either accept the Deliverable or provide written notice of specific deficiencies. If Client fails to provide notice within said period, the Deliverable shall be deemed accepted. Contractor shall cure any identified deficiencies within a commercially reasonable timeframe.

2.5. Standard of Performance. All Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards and practices.

3.TIMELINE AND MILESTONES

3.1. Term. This Agreement shall commence on the Effective Date (2026-03-16) and shall continue until [END DATE] (the "Term"), unless earlier terminated in accordance with the provisions set forth herein.

3.2. Extension. The Term may be extended only by mutual written agreement of the Parties. Any extension shall specify the revised end date and any changes to the scope of Services or Compensation.

4.COMPENSATION AND PAYMENT TERMS

4.1. Compensation. In consideration for the Services performed hereunder, Client agrees to pay Contractor a total fixed fee of $[AMOUNT] (the "Compensation").

4.2. Payment Schedule. The Compensation shall be paid in two (2) equal installments: fifty percent (50%) of the total Compensation shall be due upon execution of this Agreement as a non-refundable deposit, and the remaining fifty percent (50%) shall be due within fifteen (15) business days following Client's acceptance of the final Deliverables.

4.3. Invoicing. Contractor shall submit detailed invoices to Client at [CLIENT EMAIL]. Each invoice shall include a description of the Services performed, the applicable time period, and the amount due. Client shall remit payment via check, wire transfer, ACH, or other mutually agreed-upon method.

4.4. Late Payment. Client agrees to make timely payments in accordance with the schedule set forth herein. Either Party may renegotiate payment terms in the event of a dispute regarding amounts owed.

4.5. Taxes and Withholdings. Contractor acknowledges and agrees that Contractor is solely responsible for all federal, state, and local taxes arising from the Compensation received hereunder, including without limitation self-employment taxes, estimated tax payments, income taxes, and any other applicable taxes or contributions. Client shall not withhold any taxes from payments made to Contractor. Client shall issue an IRS Form 1099-NEC (or successor form) to Contractor for all Compensation paid during each calendar year, as required by applicable law.

5.EXPENSES AND REIMBURSEMENT

5.1. Expenses. Contractor shall be solely responsible for all costs, expenses, and overhead incurred in connection with the performance of Services under this Agreement, including without limitation costs for equipment, software, supplies, travel, office space, utilities, and telecommunications. No expenses shall be reimbursable by Client unless expressly agreed to in a separate written amendment to this Agreement.

6.INTELLECTUAL PROPERTY OWNERSHIP AND LICENSING

6.1. Work Made for Hire. To the fullest extent permitted by applicable law, all Work Product (as defined below) created by Contractor in the course of performing the Services shall be considered "work made for hire" as that term is defined in the United States Copyright Act, 17 U.S.C. Section 101, and all right, title, and interest therein, including all intellectual property rights, shall vest exclusively in Client upon creation.

6.2. Assignment. To the extent that any Work Product does not qualify as a "work made for hire" under applicable law, Contractor hereby irrevocably assigns, transfers, and conveys to Client all right, title, and interest in and to such Work Product, including without limitation all copyrights, patent rights, trademark rights, trade secret rights, and all other intellectual property and proprietary rights therein, throughout the world, in perpetuity. Contractor agrees to execute any documents and take any actions reasonably requested by Client to effectuate, perfect, or confirm such assignment.

6.3. Moral Rights Waiver. To the fullest extent permitted by applicable law, Contractor hereby irrevocably waives and agrees never to assert any "moral rights" or equivalent rights (including without limitation rights of attribution, integrity, disclosure, and withdrawal) that Contractor may have in the Work Product.

6.4. Work Product Defined. "Work Product" means all works of authorship, inventions, discoveries, designs, code, documentation, reports, data, and other materials, whether or not patentable or copyrightable, that are created, conceived, developed, or reduced to practice by Contractor, solely or jointly with others, in the course of performing the Services.

6.5. Portfolio Use. Notwithstanding any other provision of this Agreement, Contractor shall have the right to display and reference the Work Product, including final and process work, in Contractor's professional portfolio, website, and marketing materials for the sole purpose of showcasing Contractor's capabilities and experience. Such use shall not include disclosure of any Confidential Information as defined herein.

7.CONFIDENTIALITY

7.1. Definition. "Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, client lists, trade secrets, technical specifications, proprietary processes, marketing strategies, and the terms of this Agreement.

7.2. Obligations. The Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;

(b) Use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement;

(c) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care;

(d) Limit access to Confidential Information to those employees, agents, or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those set forth herein.

7.3. Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

7.4. Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, the Receiving Party shall promptly notify the Disclosing Party (to the extent legally permitted) and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

7.5. Return of Materials. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and derivative materials, and shall certify such return or destruction in writing.

7.6. Duration. The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement for a period of two (2) years, provided that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.

8.NON-COMPETITION AND NON-SOLICITATION

8.1. No Restrictions. This Agreement does not impose any non-competition or non-solicitation restrictions on either Party. Contractor is free to provide services to other clients, including clients who may compete with Client, subject to the confidentiality obligations set forth herein.

9.REPRESENTATIONS AND WARRANTIES

9.1. Contractor Representations. Contractor represents and warrants that:

(a) Contractor is duly authorized and has the legal capacity to enter into this Agreement and to perform the Services contemplated herein;

(b) All Work Product shall be original to Contractor and shall not infringe upon, misappropriate, or violate any intellectual property right, proprietary right, or other right of any third party;

(c) Contractor shall perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards and practices;

(d) Contractor has the requisite skills, experience, and qualifications necessary to perform the Services;

(e) Contractor is not subject to any agreement, obligation, or restriction that would prevent or impair Contractor's ability to perform the Services or to comply with the terms of this Agreement;

(f) Contractor shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of the Services.

9.2. Client Representations. Client represents and warrants that:

(a) Client is duly authorized and has the legal capacity to enter into this Agreement and to perform its obligations hereunder;

(b) Client has the financial capacity to make timely payment of all Compensation due under this Agreement;

(c) Client shall provide reasonable cooperation, access, and information necessary for Contractor to perform the Services;

(d) All materials, content, and information provided by Client to Contractor for use in the Services shall not infringe upon the rights of any third party.

10.INDEMNIFICATION

10.1. Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and successors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Any breach by Contractor of any representation, warranty, or obligation under this Agreement;

(b) Any claim that the Work Product, or any portion thereof, infringes upon, misappropriates, or violates any intellectual property right or other proprietary right of any third party;

(c) Any negligent or willful act or omission of Contractor in the performance of the Services;

(d) Any claim arising from Contractor's failure to comply with applicable laws or regulations.

10.2. Indemnification by Client. Client shall indemnify, defend, and hold harmless Contractor and its officers, directors, employees, agents, and successors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Any breach by Client of any representation, warranty, or obligation under this Agreement;

(b) Any claim arising from Client's use of the Work Product in a manner not authorized by this Agreement;

(c) Any materials or content provided by Client that infringe upon the rights of any third party.

10.3. Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought. The indemnifying Party shall have the right to control the defense of such claim, provided that the indemnified Party shall have the right to participate in the defense at its own expense. The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any such claim.

11.LIMITATION OF LIABILITY

11.1. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT.

11.2. Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY THEREOF.

11.3. Exceptions. The limitations set forth in Sections 11.1 and 11.2 shall not apply to: (a) a Party's indemnification obligations under Section 10; (b) liability arising from a Party's breach of its confidentiality obligations under Section 7; (c) liability arising from a Party's infringement or misappropriation of the other Party's intellectual property rights; or (d) liability arising from a Party's willful misconduct or gross negligence.

12.TERMINATION

12.1. Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party, with or without cause.

12.2. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) Commits a material breach of any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the nature of the breach;

(b) Becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of creditors, or has a receiver appointed for a substantial portion of its assets;

(c) Engages in any act of fraud, dishonesty, or willful misconduct that materially affects the other Party.

12.3. Immediate Termination by Client. Client may terminate this Agreement immediately upon written notice if Contractor:

(a) Fails to perform the Services in accordance with the standards set forth in this Agreement after receiving written notice and a reasonable opportunity to cure;

(b) Breaches any confidentiality or intellectual property provision of this Agreement;

(c) Is found to have misrepresented Contractor's qualifications, experience, or ability to perform the Services.

12.4. Immediate Termination by Contractor. Contractor may terminate this Agreement immediately upon written notice if Client fails to make any payment due under this Agreement within thirty (30) days of the applicable due date.

13.EFFECT OF TERMINATION

13.1. Payment for Completed Work. Upon termination or expiration of this Agreement, Client shall pay Contractor for all Services satisfactorily performed and all Deliverables accepted through the effective date of termination, in accordance with the Compensation terms set forth in Section 4.

13.2. Partial Completion. For any Deliverables that are partially completed as of the effective date of termination, Client shall pay Contractor on a pro-rata basis for the portion of work completed, as reasonably determined by the Parties. In the event of a dispute regarding the amount owed for partially completed work, the Parties shall negotiate in good faith to reach an equitable resolution.

13.3. Return of Materials. Within fifteen (15) days following the effective date of termination, each Party shall return or destroy all property, materials, documents, and Confidential Information belonging to the other Party, and shall certify such return or destruction in writing upon request.

13.4. Transfer of Work Product. Upon termination, and subject to Client's payment of all amounts due hereunder, Contractor shall deliver to Client all completed and in-progress Work Product, along with all related files, source materials, and documentation. Any transfer of intellectual property rights shall be contingent upon Client's full payment of all outstanding Compensation.

13.5. Survival. The following provisions shall survive the termination or expiration of this Agreement: Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Non-Competition and Non-Solicitation, if applicable), 9 (Representations and Warranties), 10 (Indemnification), 11 (Limitation of Liability), and 18 (General Provisions).

14.INDEPENDENT CONTRACTOR STATUS

14.1. Independent Contractor. The Parties reiterate and affirm that Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. This Agreement shall not be construed to create any relationship other than that of independent contractor and client.

14.2. Control and Manner of Work. Contractor shall have the sole right to control and direct the manner, means, and methods by which the Services are performed. Client may provide general direction regarding the desired results and deliverables, but Client shall not control or direct the details, manner, or means by which Contractor achieves such results.

14.3. Tools and Equipment. Contractor shall provide, at Contractor's own expense, all tools, equipment, software, supplies, and other materials necessary for the performance of the Services, unless otherwise expressly agreed in writing.

14.4. Multiple Clients. Contractor retains the right to perform services for other clients and to engage in other business activities during the Term of this Agreement, provided that such activities do not materially interfere with Contractor's performance of the Services hereunder and do not violate any non-competition or confidentiality provisions of this Agreement.

14.5. No Employee Benefits. Contractor shall not be eligible for, and shall not participate in, any employee benefit plans, programs, or arrangements maintained by Client, including without limitation health insurance, dental insurance, life insurance, disability insurance, retirement plans, 401(k) plans, profit-sharing plans, paid vacation, sick leave, or any other fringe benefits.

14.6. Tax Obligations. Contractor is solely responsible for the payment of all taxes arising from Compensation received under this Agreement, including without limitation federal and state income taxes, self-employment taxes (Social Security and Medicare), estimated quarterly tax payments, and any other applicable taxes, assessments, or contributions. Client shall not withhold or pay any income tax, Social Security tax, or any other payroll tax on behalf of Contractor.

14.7. No Workers' Compensation. Client shall not obtain or maintain workers' compensation insurance coverage on behalf of Contractor. Contractor acknowledges that Contractor is not entitled to workers' compensation benefits from Client and agrees to obtain such coverage independently if required by applicable law.

14.8. No Authority to Bind. Contractor shall not represent, warrant, or hold itself out as an agent or representative of Client. Contractor has no authority to enter into any agreement, incur any obligation, or make any commitment on behalf of Client, and shall not attempt to do so.

14.9. Safe Harbor. The Parties intend that the relationship between Client and Contractor qualifies for the safe harbor provisions under Section 530 of the Revenue Act of 1978 and 26 U.S.C. Section 3508, and this Agreement shall be interpreted accordingly. Client has a reasonable basis for treating Contractor as an independent contractor, based on the terms of this Agreement, judicial precedent, published IRS rulings, and industry practice.

15.INSURANCE

15.1. Contractor Insurance. Contractor shall be solely responsible for obtaining and maintaining, at Contractor's own expense, any and all insurance coverage that Contractor deems necessary or appropriate for the performance of the Services, including without limitation:

(a) Commercial general liability insurance with coverage limits adequate to protect against claims for bodily injury, property damage, and personal injury arising from Contractor's operations;

(b) Professional liability insurance (Errors and Omissions) covering claims arising from negligent acts, errors, or omissions in the performance of professional services.

15.2. Recommendations. While not mandatory, Client strongly recommends that Contractor maintain professional liability (E&O) insurance with coverage limits of no less than the total Compensation under this Agreement. Contractor acknowledges that the decision to obtain or forgo any insurance coverage is solely that of Contractor.

15.3. Proof of Insurance. Upon Client's reasonable request, Contractor shall provide certificates of insurance evidencing the coverages described herein.

16.GENERAL PROVISIONS

16.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of laws principles.

16.2. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be submitted to mediation administered by a mutually agreed-upon mediator. If mediation fails to resolve the dispute within thirty (30) days, either Party may pursue binding arbitration or litigation in the courts of the State of West Virginia.

16.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.

16.4. Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.

16.5. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

16.6. Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if made in writing and signed by the waiving Party.

16.7. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier; (c) three (3) business days after mailing by certified mail, return receipt requested; or (d) upon confirmed receipt if sent by email. Notices shall be addressed to the Parties at the addresses set forth in Section 1, or to such other address as a Party may designate in writing.

16.8. Assignment. Contractor shall not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Client. Client may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.

16.9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies shall be deemed to have the same legal effect as original signatures.

16.10. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the reasonable control of such Party, including but not limited to acts of God, natural disasters, war, terrorism, riots, epidemics, pandemics, government orders, strikes, fire, flood, or power failure. The affected Party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to mitigate its effects.

16.11. Headings. The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.