This Sub Agent/Independent /Contractor Agreement (the “Agreement”) is made and entered into as
    By and between ITSP DIRECT, Inc. (the “Company”) and

    ITSP Direct Affiliate Contractor (the Contractor), located at

    WITNESSETH:

    WHEREAS, Company desires to engage Contractor as an independent contractor, and Contractor desires to be so engaged, for the purpose of performing services described below, on the terms and conditions set forth herein.

    THEREFORE, for and in consideration of the mutual covenants and undertakings set forth below, the parties agree as follows:

    1. Sub Agent is an Independent Contractor. Subject to the terms and conditions of this agreement, the Company hereby engages Sub Agent as an independent contractor to perform the services as set forth herein.

    2. Contractor hereby accepts such engagement. This agreement shall not render the Contractor an employee, partner, or joint venture with the Company for any purpose. In performing services as contemplated under this agreement, the parties acknowledge that, as an independent contractor, and not an employee of the Company, Contractor shall perform the services required by this Agreement according to the Contractor’s own means and methods which shall be in the exclusive charge and control of Contractor and which shall not be subject to the control and supervision of the Company. Contractor shall provide and use his or her own materials, equipment, tools and instrumentalities in carrying out his or her duties under this Agreement, and may perform such duties at a location of their choosing.
    The Company shall not be responsible to withhold any income tax, FICA, Medicare, worker’s compensation, or other employment taxes from payment made to Contractor pursuant to this Agreement. As such, Contractor is responsible for income tax withholding, FICA, Medicare, and other withholding or employment taxes with respect to payments made to them.
    The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, or Contractor benefits of any kind. Contractor shall indemnify and hold the Company, and its officers, directors, employees and agents harmless from and against any loss or liability, including attorney’s fees, arising from the performance of Contractor’s services pursuant to this agreement.

    3. No authority to Bind: Contractor has no authority to enter into contracts or agreements on behalf of the Company, and otherwise has no authority to bind the Company.

    4. Compensation. Compensation shall be paid for sales secured by Contractor (paperwork to include Letter of Authorization, all applicable contracts and appropriate documents) and submitted to Company for implementation. In consideration for Contractor’s services as described herein, Company shall pay Contractor per attachment A “Commissions”. Contractor will be paid Quarterly for all commissions received.

    5. Expenses. During the term of this Agreement, the Contractor shall be responsible for their own costs, including all costs and expenses incurred through carrying out his or her duties contemplated in this Agreement.

    6. Compliance with the Law. Contractor agrees to obey, and represents that he or she is in compliance with, all governing laws, rules and regulations. Contractor is compliant with any and all employment agreements with any and all former employers, has properly terminated or been terminated from such former employment, and otherwise has not breached any duty owed to any former employer. As such, Contractor agrees to indemnify and hold harmless Company against any liability or debt incurred through the course of his former employment, termination thereof or actions subsequent but related to such former employment.

    7. Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.

    8. Term and Cancellation: The Term of this Agreement shall commence upon execution of this Agreement (“Effective Date”) and shall continue in full force until August 31st of the following year. To renew, a new Agreement will need to be signed each year in August and to become effective on September 1st of that same year.

    The Company may terminate this Agreement for Cause at any time effective upon written notice. After termination for Cause, the Company shall only be responsible for paying any outstanding commissions owed to Contractor up and until the time of the event that justified termination for Cause. Contractor is liable for its actions and the actions of its employees, agents and related parties. “Cause” includes, but is not limited to, the following events:
    (a) Contractor has engaged in any intentional, knowing, or negligent behavior that harms the interests of the Company, including, but not limited to, slamming and spamming;
    (b) Contractor engages in fraudulent behavior or misrepresents the Company in any manner;
    (c) Contractor is convicted of any felony;
    (d) Contractor has filed for bankruptcy, has become insolvent or involved in liquidation or termination of business, assignment for the benefits of creditors, invoking the provisions of any law for the benefits of creditors or the filing against a party in any similar proceedings.

    9. Customers. All customers brought to Company from Contractor are determined to belong to Contractor. If Contractor leaves Company these customers will have the choice to stay with ITSP Direct and become ITSP Direct customers.

    10. Indemnification. Company and Contractor agree to indemnify and hold each other harmless from and against any and all claims, demands, suits, actions, losses, damages, assessments or payments which may be demanded by any third party (including, without limitation, a governmental agency or authority), as a result of this Agreement or any failure of either Company or Contractor to perform under this Agreement.

    11. Choice of Law. The laws of the state of Massachusetts shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

    12. Arbitration. Any controversies arising out of the terms of this Agreement, the interpretation of this Agreement, or any relationship or issues stemming from this Agreement shall be settled in Bolton, Massachusetts in accordance with the commercial rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof. A single arbitrator or panel of arbitrators shall conduct the arbitration. The arbitrator’s decision shall be binding and judgment may be entered in any court having jurisdiction thereof.

    13. Attorneys’ Fees. In the event of any legal or equitable action resulting from controversies regarding the terms of this Agreement, the interpretation of this Agreement, or any relationship or issues stemming from this Agreement, including any appeals, which may arise hereunder between or among the parties hereto, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs associated with bringing such action. Attorney’s fees shall also include hourly charges for paralegals, law clerks and other staff members operating under the supervision of an attorney.

    14. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

    If to the Company:

    ITSP Direct, Inc.
    41 Main Street
    Bolton, MA 01740
    Attn: Ammar Rezek

    If to the Contractor:

    Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

    15. Intellectual Property. - Contractor agrees to indemnify and hold Company harmless from and against any claims asserted against the Company based on claims that any service, product, technology, etc. provided by Contractor may infringe or violate any intellectual property right.

    16. Modification. The Company may amend, change or modify this Agreement at any time.

    17. Entire Understanding. This Agreement, including Exhibit A attached hereto, constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

    18. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

    IN WITNESS THEREOF, the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.




    _______________________________________________________________
    Commission Rate
    _______________________________________________________________

    The following is the Agent Commission Rate table in which ITSP Direct will use to calculate the amount of Commissions owed to Agent. Each month, the Company will use the Commission Rate set under the applicable Tier that is determined by Monthly Recurring Revenue (MRR) and Non Reoccurring Charges (NRC) to calculate the Commission payment. Monthly Recurring Revenue is defined as all fixed monthly recurring amounts related to the Authorized Products and Services, billed to a Customer by the Company pursuant to a Service Agreement, including any Services that are added subsequent to the initial execution of such Service Agreement, such as, but not limited to, additional locations or increased or enhanced services.

    Tier Level Monthly Recurring Revenue (MRR) Commission Rate NTS Affiliates All MRR 15%

    Tier Level Non Reoccurring Charges (NRC) Commission Rate NTS Affiliates All NRC 15%

    The commission will be due and payable to Contractor upon collection from individual vendors, carriers or customers by the Company. Commission checks will be issued quarterly.

    The Company has the right to recover any commissions that are withdrawn by vendors, carriers or customers for any reason stipulated in their contracts, i.e. non-acceptance by customer, cancellation of contract, or non-payment for services.

    The Company agrees to provide Contractor with quarterly compensation reports. Contractor must bring disputes over any Commission report to Company’s attention in writing within forty-five (45) days from Contractor’s receipt of the report; otherwise, Contractor shall waive its rights to dispute the report and any related commissions.