Independent Contractor Services Agreement

This Independent Contractor Services Agreement ("Agreement") is entered into on {{EFFECTIVE_DATE}} ("Effective Date") between:

AI Guys LLC ("Company"), a Florida limited liability company,

and {{CONTRACTOR_NAME}} ("Contractor"), an independent contractor residing at {{CONTRACTOR_ADDRESS}}.

1. Engagement and Services

Company engages Contractor on a non-exclusive, independent contractor basis to perform on-site software-development sessions for Company's small-business customers under Company's "AI Guys" program (the "Services"). The Services include:

• (a) Driving to customer business locations within Contractor's designated geographic territory;
• (b) Conducting a single on-site session per customer of approximately 4 hours total — workflow observation followed by a live AI build, a customer demo on real data, and the Unplug Conversation;
• (c) Producing a working software prototype during the session using AI tooling provided or specified by Company (AWS, Cursor, Claude, modern AI APIs);
• (d) Conducting an end-of-session demo and the Unplug Conversation — a brief, honest explanation to the customer of what is required to keep the Build running 24/7 (hosting, API keys, error handling, maintenance) and an offer of Company's Managed Hosting under the customer's separate Master Services Agreement;
• (e) Documenting session outcomes in Company's platform within twenty-four (24) hours of session completion.

One-Visit-Only Policy. Contractor performs at most one (1) on-site visit per customer. All follow-on work (bug fixes, new tools, maintenance) is performed remotely through Company's platform.

Contractor will perform the Services personally and may not subcontract without Company's prior written consent.

2. Compensation

(a) Session Fee. Company will pay Contractor four hundred dollars ($400.00) per completed on-site session, paid weekly via direct deposit or 1099-eligible payment platform. A "completed session" means Contractor has spent at least four (4) hours on-site at the customer location, produced a working prototype, conducted a customer demo, performed the Unplug Conversation, and logged the outcome in Company's platform within twenty-four (24) hours of session completion.

(b) Mileage and Expenses. Mileage reimbursement at the current IRS standard rate for round-trip distance exceeding 30 miles from Contractor's home address. Pre-approved expenses reimbursable with receipts.

(c) Production Bonus. If a session converts to a paid Managed Hosting Master Services Agreement within seventy-two (72) hours of the on-site session, Company will pay Contractor a bonus of two hundred dollars ($200.00). Total compensation for a converted session is therefore six hundred dollars ($600.00). The Production Bonus includes a remote "stabilization" session of up to one (1) hour. The bonus is paid in the next regular payment cycle following the customer's first successful Monthly Service Fee charge.

(d) Iteration Session Share. For all remote iteration sessions booked and billed through Company, Contractor shall receive fifty percent (50%) of the gross fee paid by the Customer, exclusive of pass-through costs. Iteration sessions are paid via direct deposit (ACH) or 1099-eligible payment platform within seven (7) days of Company receiving the Customer's payment.

(e) Independent Contractor Status. Contractor is an independent contractor, not an employee. Contractor is responsible for all federal, state, and local taxes, including self-employment tax. Company will issue Form 1099-NEC at year-end. No tax withholding, employment benefits, or unemployment insurance applies.

(f) No Income Guarantee. Contractor's total earnings depend on the number of sessions Company schedules for Contractor. Company makes no representation or guarantee regarding minimum monthly or annual earnings. Marketing materials are illustrative estimates, not guaranteed outcomes.

3. Tools and Equipment

Contractor will use Contractor's own laptop, mobile device, and internet connectivity. Company will provide:

• (a) Access to Company's AWS account for AI tooling during sessions (under Company's account, billed to Company);
• (b) Access to Company's customer platform, dispatch system, and Slack workspace;
• (c) Template scaffolds and starter code repositories for the supported build templates;
• (d) Branded business cards, sell-sheets, and digital marketing materials.

Contractor will not use Company's AI accounts, credentials, or resources for any purpose outside of authorized Company work.

4. Intellectual Property

(a) Build Code Ownership. Source code produced during a session is governed by the customer's separate Master Services Agreement or As-Is Handoff Receipt.

(b) Company IP. Company's pre-existing IP — including the "AI Guys" brand, training materials, template scaffolds, intake protocols, Operating Environment configurations, and dispatch software — remains Company's sole property.

(c) Work-for-Hire. Any improvements, modifications, or derivative works Contractor creates with respect to Company's template scaffolds, internal tooling, or playbooks are works-for-hire owned by Company.

(d) Pre-Existing IP of Contractor. Contractor retains ownership of any IP Contractor developed before this Agreement.

5. Confidentiality

Contractor and Company have executed a separate Mutual Non-Disclosure Agreement (the "NDA") which is incorporated into this Agreement by reference. In the event of a conflict, the more protective provision governs.

6. Non-Circumvention and Non-Solicitation

(a) Non-Circumvention. For a period of twenty-four (24) months following termination, Contractor will not, directly or indirectly:

• (i) Solicit, accept work from, or perform services for any Company customer, prospect, or lead that Contractor learned of through Company, except through Company's platform;
• (ii) Provide services similar to the AI Guys on-site build program to any customer Contractor personally serviced through Company;
• (iii) Re-host, modify, or operate any Build originally created under Company's Operating Environment for a Company customer, outside of Company's platform;
• (iv) Disparage Company or its principals to customers, prospects, contractors, employees, or the public.

(b) Liquidated Damages. Any breach of Section 6(a)(i), (ii), or (iii) will entitle Company to liquidated damages of ten thousand dollars ($10,000.00 USD) per breach, plus actual costs of enforcement.

(c) Resume and Portfolio Use. Contractor is permitted and encouraged to list "AI Guys" as a client on Contractor's résumé, LinkedIn profile, and professional portfolio, and to publicly describe Contractor's role at a high level. Contractor will not disclose specific customer names or customer-confidential information.

7. Performance Standards and Trial Period

(a) Trial Period. The first 30 days of this engagement constitute a trial period. Either party may terminate during the trial period for any reason with five (5) business days' notice and no further obligation beyond payment for sessions completed.

(b) Quality Standards. Contractor will adhere to Company's quality rubric: arriving on time, conducting workflow observation, building a working prototype, delivering a clear customer demo, performing the Unplug Conversation, and logging session outcomes promptly.

(c) Performance Review. Company will review Contractor's performance every 30 days during the first 90 days and quarterly thereafter. Performance issues will be communicated in writing with a 14-day cure period.

8. Termination

(a) For Convenience. Either party may terminate at any time, with or without cause, on thirty (30) days' written notice.

(b) For Cause. Company may terminate immediately for material breach, including failure to complete scheduled sessions, NDA violation, customer-data misuse, breach of Section 6, or unlawful conduct.

(c) Effect of Termination. Upon termination, Contractor will return all Company property and Confidential Information. Sections 4, 5, 6, and 10 survive termination.

9. Insurance

Contractor will maintain at Contractor's own expense:

• (a) General liability insurance with at least $1,000,000 per occurrence and $2,000,000 aggregate coverage;
• (b) Auto insurance meeting Florida state minimums if Contractor will be driving to customer locations;
• (c) Workers' compensation if Contractor employs others (not required if Contractor works alone).

Contractor will provide proof of insurance within ten (10) days of the Effective Date and will name Company as additional insured.

10. Indemnification

Each party will indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement. Neither party will be liable to the other for indirect, consequential, or punitive damages, except for breaches of Section 6 (Non-Circumvention) which are governed by the liquidated damages clause therein.

11. General Provisions

(a) Governing Law. Florida law governs this Agreement. Venue: Orange County, Florida.

(b) Entire Agreement. This Agreement and the NDA constitute the entire understanding between the parties and supersede any prior contractor-services agreements.

(c) Amendment. Only effective in writing signed by both parties.

(d) Assignment. Contractor may not assign without Company's consent. Company may assign to a successor.

(e) Severability. If any provision is unenforceable, the remainder remains in effect.

(f) Notices. Written notices to addresses listed above or as updated in writing.

(g) Waiver. No failure to enforce any provision is a waiver of the right to enforce that or any other provision.