INDEPENDENT CONTRACTING AGREEMENT

This Independent Contracting AGREEMENT is entered into as of February 21,

2014, by and between IDEAS UNLIMITED LLC, a Limited Liability Corporation
incorporated under the laws of the State of Minnesota, with business address at 3599
Clare Downs Path, Rosemount, MN 55068 and CHARLES FRANCIS F.
DECANGCHON (Independent Contractor Team, “Consultant.”), of legal age, Filipino
citizen and with residence at 113 J. Fernando St. Pasay 1302, Philippines.

1. DEFINITION OF TERMS

1.1 Independent Contractor

The relationship of Consultant to Company is that of an Independent Contractor.

Nothing contained herein or otherwise shall be construed in such manner as to
create the relationship of employer-employee between the parties.

1.2 Confidential Information

All Deliverables, technical, product, financial, business and any other information
belonging to or regarding Company’s Customers, including but not limited to
services, trade secrets, know-how, concepts, ideas, and any research,
technology, products, services, future products or services, methods, processes,
designs, markets, customers, suppliers, personnel, business plans, marketing
plans, and financial affairs of Company, or, as it relates to the services.
1.3 Relatives

The relatives of the Consultant are his or her spouse, parents including step
relationship, adoptive relationship and through law; brother(s) and sister(s)
including step relationship, adoptive relationship and through law; first and
second degree cousins by blood and by marriage; and his or her children.

2. SERVICES OF CONSULTANT

2.1 Description of Services

Consultant shall perform the services as described in Exhibit A. Consultant shall

independently perform all services contained herein Exhibit A, and shall not
delegate or subcontract any or all Consultant services to be performed or
completed by another party.

2.2 Term

The term of this Agreement shall begin on the date set forth above and, unless
terminated earlier, shall remain in effect until the end of each month. This
Agreement will be renewed automatically at the start of every month until
terminated by either party with written notice (i.e. email.) Either party may
terminate the Agreement herein with a valid reason and with two (2) weeks’
notice. Any alteration to the terms or status of this Agreement herein, shall be
communicated in writing and mutually agreed upon by both parties.

2.3 Compensation

All Consultant services performed on an hourly basis shall be at the rates

specified in Exhibit A, or mutually agreed upon rate changes in Exhibit A, for all
Customer-Approved billable hours performed and completed by Independent
Contractor (Consultant) during the term of this Agreement herein.
 The Consultant is also entitled to receive any commission, bonuses or incentives
provided by the Company or provided directly from the Client of the company.

2.4 Payments

Company shall pay the Consultant through the oDesk.com payment platform.

3. RIGHTS AND OBLIGATIONS UNDER THE INDEPENDENT CONTRACTOR

RELATIONSHIP

3.1 Scope

In acknowledging that he/she is an Independent Contractor, Consultant agrees

that he/she shall not be entitled to participate in, and specifically disclaims and
waives any rights to any benefit to, any benefits or benefit programs offered by
Company, to any employee or group of employees, including, but not limited to,
any health insurance, disability insurance, pension, profit sharing, life insurance,
vacation, incentive compensation or other benefits offered to any employee or
group of employees.

3.2 Non-Exclusivity

Consultant may perform services for persons other than Company provided that
Consultant shall not undertake to perform services for third parties if those
services would in any way impair timely performance of Consultant’s obligations
to Company. This is valid only until the consultant is working part time (less than
forty (40) hours per week) for the company.

When/if the Consultant goes full time, this clause will become an exclusive
clause and the consultant will not be allowed to perform services and accept
employment from any other company or Client.
3.3 Indemnification

Independent Contractor shall indemnify, hold harmless and defend, with

Company’s choice of counsel; Company, its officers, directors, employees,
agents, representatives, successors, assigns, and other Independent
Contractors, from any and all asserted claims, liability, losses, injuries, damages,
costs or expenses, including without limitation, defense costs, attorney and
expert witness fees, arising from Consultant’s negligence or breach of contract,
including those claims due to joint negligence.

In case of breach of this Agreement, the parties stipulate to the award of

Liquidated Damages in the amount of $4000 (four thousand dollars) without the
need for judicial recourse. The Company reserves the right to file an action to
recover Actual, Exemplary and/or Temperate Damages.

3.4 Right to Audit

In case of occurrence of

a) Strange circumstances arising in the project namely but is not limited to the
following:
(i) Client suddenly disappears without notice regarding the status of
the project;
(ii) Client substantially modifies the work schedule;
(iii) Project didn’t resume as scheduled after the holidays;
(iv) or any similar conditions;
b) Termination or resignation from the company regardless of cause, within at
least two (2) months or a reasonable period within which an audit can be
successfully completed:

Consultant acknowledges and agrees that Company shall have the right to audit
the Client logs or Client Relationship Management Software of Consultant upon
proper and reasonable notice to Consultant. Consultant shall make such records
or reports available to Company as Company requests within a reasonable time
 period. Company shall only use such information to verify Consultant’s time billed
to Client. Consultant agrees to cooperate in resolving any discrepancy between
Consultant’s records and Company’s records.

Likewise, Consultant agrees to be subjected to an on-site identity and work

verification conducted by the representatives of the Company.

4. CONFIDENTIALITY

4.1 Consultant acknowledges that prior to and during the term of this Agreement herein,
Consultant may have access to or have had access to Confidential Information.

4.2 Consultant shall protect the Confidential Information using all efforts used by
Consultant to protect his or her own valuable Confidential Information and such
additional measures as may be undertaken to comply with Consultant’s obligations
under this Agreement.

4.3. The company reserves the right to use various endpoint security programs to
ensure compliance with policy guidelines and productivity remains at an acceptable
level.

5. NON-INTERFERENCE AND NON-COMPETITION CLAUSE

5.1 For and in consideration of the anticipated benefits to be derived from this
Agreement, Consultant hereby agrees that during the term of this Agreement, and for
twelve (12) months after the termination of the Agreement, regardless of cause,
Consultant and/or his or her relatives shall not directly or indirectly solicit to provide like
professional services, accept or engage in direct employment with the Clients of
Company.

5.2 If Consultant and/or his or her relatives directly or indirectly solicits to provide like
professional services, accepts or engages in the direct employment with Clients of
Company, the Company in its sole discretion may terminate this Agreement herein,
terminate Consultant from any service that Consultant is providing, and seek legal
remedies for breach of the Agreement herein.

If the Client solicits to engage the services of the Consultant and/or his or her relatives
directly in contravention of this Agreement, the Consultant has the responsibility of
notifying the Company through electronic mail or registered mail regarding such fact of
solicitation within twenty-four (24) hours from occurrence thereof.

5.3 Consultant shall not disclose any information regarding Contractor’s billing, payment
or the Company’s internal business methods or processes with the Client.

5.4 If Consultant violates any terms of the Agreement herein, Company reserves the
right to present evidence of such violation to any third party freelance service provider
(oDesk, etc.) that collaborates with the Company. Consultant acknowledges and agrees
that such evidence may result in the suspension of privileges or the closure of the
account of Consultant with such third party outsourcing services.

6. GENERAL PROVISIONS

6.1 Entire Agreement

This Agreement, including the schedules and exhibits, if any, hereto sets forth
the entire understanding of the parties with respect to the subject matter of this
Agreement, and supersedes any and all prior understandings and agreements,
whether written or oral, between the parties with respect to such subject matter.

6.2 Amendment

Any changes to this Agreement should be done by an instrument in writing (also

known as a rider) executed by all the parties, provided that work orders or
estimates shall not be deemed to amend the terms of this Agreement.
6.3. Waiver of Contractual Right

A provision of this Agreement may be waived only by a written instrument

executed by the party waiving compliance. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision, whether or not
similar, nor shall any a waiver constitute a continuing waiver. Failure to enforce
any provision of this Agreement shall not operate as a waiver of such provision or
any other provision.

6.4 Notices

Any and all notices required or permitted to be given pursuant to this Agreement
herein, shall be sufficient if in writing and hand delivered to Consultant, or if
forwarded by registered or certified mail, return receipt requested, to his/her then
residence address, or through electronic mail. In the case of notice by the
Consultant to the Company, the same manner of delivery mail shall be sufficient,
and upon written receipt of any officer of the Company (other than the
Consultant) to the place of business address.

6.5 Assignability

Neither this Agreement nor any right or interest herein shall be assignable by the
Consultant, his beneficiaries, or legal representatives without the Company’s
prior written consent; provided, however, that nothing herein shall preclude:

(i) Consultant from designating a beneficiary to receive any benefit payable

hereunder upon his death;
(ii) the executors, administrators, or other legal representative of Consultant
or his estate from assigning any rights hereunder to the person or persons
entitled thereunto;
(iii) the assignment by the Company of the compensation owed to the
Consultant herein to a Garnishee upon the receipt of a Garnishment order
of any local, state, or federal authority received by the Company; or
 (iv) the assignment by the Company of its rights and obligation under this
Agreement.

6.6 Severability

If for any reason, any provision of this Agreement is held invalid, the other
provisions of this agreement will remain in effect, insofar as is consistent with
law. If this agreement is held invalid or cannot be enforced, then to the full extent
permitted by law, any prior agreement between the Company (or any
predecessor thereof) and the Consultant will be deemed reinstated as if this
Agreement had not been executed.

6.7 Assumption of Agreement by Company’s Successors and Assignees

The Company’s rights and obligations under this Agreement will inure to the
benefit and be binding upon the Company’s successors and assignees.

6.8 Attorneys Fees

In the event that any dispute arises between the parties hereto with regard to any
of the provisions of this Agreement, or the performance of any of the terms and
conditions herein, the prevailing party in any such dispute shall be entitled to
recover costs and expenses associated with resolving such dispute, including
reasonable attorneys' fees.

6.9 Arbitration

Any controversy or claim arising out of or relating to this Agreement or the

alleged breach thereof, or relating to Consultant’s activities or remuneration
under this Agreement, shall be settled by binding arbitration in Minnesota in
accordance with the applicable rules of the American Arbitration Association,
Commercial Dispute Resolution Procedures, and judgment on the award
rendered by the arbitrator(s) shall be binding on the parties and may be entered
in any court having jurisdiction.
 At the option of the Company, said controversy or claim may also be prosecuted
in the Philippine Courts.

6.10 Governing Law

This Agreement and its validity, interpretation, performance and enforcement

shall be governed by the laws of the State of Minnesota other than the conflict of
laws provisions of such laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement

on the date first above written.

COMPANY: CONSULTANT/INDEPENDENT CONTRACTOR:

IDEAS UNLIMITED LLC Charles Francis F. Decangchon
3599 Clare Downs Path 113 J. Fernando St. Pasay 1302,
Rosemount, MN 55068 Philippines

CEO SIGNATURE SIGNATURE

EXHIBIT A
Independent Contractor Agreement

DESCRIPTION OF PROJECT, SERVICES AND FEES

Description of Project:
Hired as an Independent Contractor (“Consultant”) for Ideas Unlimited LLC.

Contractor’s Name: Charles Francis F. Decangchon

Description of Services: Legal Consultant

Date of Start of Services: February 25, 2014

Chrles F. Decangchon
Fees: $5 per hour inclusive of oDesk fee

REFERENCES

Personal References:
1) Name:
Relation:
Number:
Email:

2) Name:
Relation:
Number:
Email:

Business Reference:
1) Name:
Company Name:
Designation:
Number:
Email: