Acknowledgment of Independent Contractor

ACKNOWLEDGMENT OF INDEPENDENT CONTRACTOR This Acknowledgment of Independent Contractor (the "Agreement") is made and effective this [DATE],

BETWEEN: [COMPANY NAME] (the "Company"), a corporation organized and existing

under the laws of the [STATE/PROVINCE], with its head office located at:

AND: [CONTRACTOR NAME] (the "Contractor"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the Contractor, hereby acknowledges that it has been retained by the Company, for purposes of:

[DESCRIBE]

In consideration of the foregoing, the Company agrees to pay the undersigned payment as follows:

[DESCRIBE AMOUNT AND METHOD OF PAYMENT]

1. TERMS

a. The undersigned shall be deemed an independent contractor and is not an employee, partner,

agent, or engaged in a joint venture with Company.

b. Consistent with the foregoing, the Company shall not deduct withholding taxes, FICA or any

other taxes required to be deducted by an employer as I acknowledge my responsibility to

pay same as an independent contractor.

c. I further acknowledge that I shall not be entitled to any fringe benefits, pension, retirement,

profit sharing or any other benefits accruing to employees.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY CONTRACTOR

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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