THIS AGREEMENT  made on   between Firstnote Inc. and   
 (Independent Contractor) residing at 

WHEREAS, the Company is a school of music providing in-home lessons, whereby Independent Contractors are not supervised in person by Company officials, and duties involve sensitive personal relationships between teacher and student; and.

 WHEREAS, the Independent Contractor acknowledges that reliable transportation is required (e.g. a car) as well as valid and current comprehensive and collision insurance on his/her vehicle; and

WHEREAS, the Independent Contractor acknowledges that he/she often has the majority of contact with the clients, and there must be a trust relationship between Company and Independent Contractor; and

WHEREAS, the Independent Contractor acknowledge that consistent and reliable teachers are necessary in order to continue to develop and maintain an excellent reputation and good will with the public in general and with its clients in particular; and

WHEREAS, the Independent Contractor is NOT an employee of Company for any purposes, including but not limited to, State or Federal income tax, Social Security, worker's compensation, unemployment compensation, or similar laws; and

 WHEREAS, the Company and the Independent Contractor agree that a condition of   the Independent Contractors selection to service those accounts and customers is that the Independent Contractor agrees that the Company has valuable accounts, customers, trade secrets and confidential information which Independent Contractor will not reveal, disclose, solicit either itself or through third parties, agents or principals; and

NOW, THEREFORE, in consideration of the agreed upon compensation, and for other good and valuable consideration, it is hereby agreed by the Company and Independent Contractor as follows

ARTICLE I
Term

1.1 Term. The term of this Agreement shall be one year. The Agreement shall automatically renew unless notice is given in writing 30 days prior to the end of the term. Independent Contractor is available to start work on . Independent Contractor shall not terminate their existing services, or availability to provide services sooner than . 
Independent Independent Contractor’s initials.

1.2 Cancellation. Company may cancel for any time for any reason with 30 days notice in writing to the address at the bottom of the contract or the last known address of the Independent Contractor. Company may cancel for cause with no advance notice if Independent Contractor violates this agreement, commits any act of dishonesty against the Company or clients, behaves in any way that would bring the company into disrepute, or if the Company reasonably believes continuing the contract would expose Company or client to any risk, whether physical, mental, or pecuniary.

1.3 Scheduling. The Company agrees to schedule clients to Independent Contractor within the guidelines offered by Independent Contractor in Article III. The Independent Contractor must accept students which are within those guidelines and shall be obligated to fulfill the duties specific to each student as agreed upon by Company, the Client, and Independent Contractor. Any student scheduled by Company which is not specified by Independent Contractor as per this Agreement shall be at the discretion of the Independent Contractor to accept or refuse. Any changes involving permanent guideline expansion or limitation must be in writing and signed by both parties.

1.4 Withdrawal of Clients. Company, reserves the right to withdraw referred Clients if Client requests such a change.

1.5 No Minimum. INDEPENDENT CONTRACTOR IS NOT GUARANTEED ANY MINIMUM NUMBER OF LESSONS/ASSIGNMENTS. However, since it is in the best interest of both parties that Company schedules as many students as possible to Independent Contractor, every effort shall be made by Company to accomplish this.

1.6 Telephone Service Required. Independent Contractor agrees to have telephone services with voice mail and/or answering machine, in order to receive assignments promptly. Independent Contractor also agrees to notify Company immediately by phone, and then by mail. of any changes in name, address, or telephone number. Independent Contractor agrees to return phone calls from Company and/or Clients. within 24 hours.

1.7 Attendance. Independent Contractor agrees to attend all lessons and be on time. If Independent Contractor is unable to attend a lesson, the Independent Contractor must call the Client and reschedule the lesson if possible. Parties agree that this shall be determined as an excused absence. Clients/Students. themselves, shall determine the appropriate amount of Independent Contractor's excused absences.

1.8 Company's Damage from Absences. If Company determines excessive absences or tardiness, Company reserves the right to limit the number of students that will be scheduled in the future with the Independent Contractor.

1.9 Report to Third Parties. Independent Contractor acknowledges that Company will constantly monitor his/her performance, through Client comments and concerns. To this end, Independent Contractor specifically agrees to allow Company to report, to credit agencies, to references given on his/her application/resume, and to any other third party, requests for information about Independent Contractor's performance, ongoing or completed.  Independent Contractor agrees to hold Company harmless under this provision.

1.10 Assistance. Both parties agree to assist each other in enforcing Client contracts. 

ARTICLE II
Policy and Procedure

2.1 Invoices. The Independent Contractor shall submit (by mail or personal delivery) a timely, truthful, accurate and signed billing invoice to Company every other Friday, being postmarked by Saturday, detailing work performed. Company agrees to provide a printout for Independent Contractor once every two weeks, based on the most current lesson information available.

2.2 Accuracy of Invoices. Parties agree that promptness and accuracy is crucial for the purposes of keeping Client accounts up-to-date. Errors on billing invoice are not acceptable because discrepancies usually harm Client account balances.

2.3. Late Invoices.  For billing invoices that are postmarked after the end of pay period, the Company reserves the right to reduce compensation by $5.00 per day that the invoice is late.

2.4 Paychecks. Company agrees that Independent Contractor shall receive his/her paycheck no later than Friday, the following week, barring any unforeseen circumstances such as mail delivery, and assuming the billing invoice was submitted on time.

2.5 Collections. Independent Contractor is responsible for collecting payments from Clients and forwarding them to Company, unless otherwise agreed upon. Company agrees to mail to Independent Contractor a printout detailing monies to be collected once every two weeks, which will list due dates/amounts. Company also agrees, at independent Contractor's request, to assist with accounts that have become delinquent.

2.6 Cash Payments. Cash payments are not accepted. Money orders, checks, or credit cards only.

2.7 Effect of Nonpayment. Parties agree that Independent Contractor receives a portion of the payment received from Client and if no payment is collected, Company has no obligation to pay Independent Contractor. Further, Company also reserves the right to offset commission due Independent Contractor in amount equal to any due and unpaid Client's account receivables.

2.9 Termination by Client. If Client terminates or intends to terminate lessons, Independent Contractor shall notify Company by telephone, as well as on the billing invoice following the receipt of said information.

2.10 No Free Lessons. Independent Contractor shall not give free lessons to any Client, unless authorization from Company is granted Should Company authorize free instruction, Independent Contractor shall be accordingly compensated.

ARTICLE III 
Contractor's Compensation and Guidelines

 3.1 If the lesson length is one (1) hour, the Independent Contractor shall receive $27.00.  Independent Contractor’s initials 

3.2 If the lesson length is forty-five (45) minutes, the Independent Contractor shall receive $20.50
Independent Contractor's initials

3.3 If the lesson is thirty (30) minutes, the Independent Contractor shall receive $14.00.
Independent Contractor's initial  .

 3.4 Independent Contractor shall conduct recreational/vocational lessons, offering  no degrees,  for the following instruments and levels (Beginner - B, Intermediate = I,  Advanced - A).
 

 3.5 Independent Contractor agrees to work in the following suburbs/parts of town:
 

 3.6  Independent Contractor agrees to work the following days and hours:
 

3.7 Independent Contractor and Company agree that the limit on number of students Independent Contractor is willing to teach per week is 
Independent Contractor's initial .

ARTICLE IV
Restrictive Covenants

4.1 Non-competition Agreement. As a material inducement  to Company to enter into this Agreement, Independent Contractor agrees to perform services for the benefit of the Company. Independent Contractor further agrees that, while the Agreement is in force and for a period of 12 months from the data of cancellation or termination of the Agreement with the Company for any reason, Independent Contractor will not solicit or accept solicitation from, or by any third party on behalf of, current or former clients of the Company, or enter into a contractual relationship to provide the same or similar services as provided through Firstnote. This restriction is limited to an area sixty miles in all directions from locations serviced by Independent Contractor, at any time, under the terms of this Agreement

4.2 Non-Solicitation of Clients. During Independent Contractor Agreement with the Company and for 12 months after the termination of the Agreement, for any reason, Independent Contractor will not directly or indirectly, as owner, employee or otherwise, solicit any client who is a client of Company's at the time Independent Contractor's Agreement terminates.

4.3 Non-solicitation of Employees. During Independent Contractor's Agreement and for 12 months after the termination of the Agreement, for any reason, Independent Contractor will not directly or indirectly, as owner, employee or otherwise, employ or solicit any contractor of the Company to provide services.

ARTICLE V
Disclosure Of Confidential Information

5.1 Client Confidential Information. For the purposes of this Agreement "Client Confidential Information" means any information not generally known (whether in written or electronic form and whether communicated orally or otherwise), which is provided to Company by a Client, is proprietary to the Client and relates to the Client's existing or reasonably foreseeable business.

5.2 Company Confidential Information. For purposes of this Agreement "Company Confidential Information" means any information not generally known (whether in written or electronic form and whether communicated orally or otherwise) which is proprietary to Company and relates to Company's existing or reasonably foreseeable business, including, but not limited to information relating to Company's marketing techniques, materials, articles, recording, techniques, lessons, affairs, pay disputes, personnel policies, management decisions, developments, methods, client and prospective client lists, employee lists, financial, and compensation  matters. All information which Company identifies as being "confidential" or "trade secret" shall be presumed to be Company Confidential Information.

5.3 Non -disclosure of Confidential Information. Independent Contractor acknowledges that  as a result of this Agreement with Company, Independent Contractor will have access to Client Confidential Information and Company Confidential Information, As a material inducement to Company to enter into this Agreement Independent Contractor agrees that it will not at any time during or following the term the with Company, directly or indirectly disclose, except in the course of its duties under the Agreement, any Company or Client Confidential Information obtained or disclosed as a result of its duties under the Agreement with Company, without prior written authorization of Company.

5.4 Survival and Reasonableness of Restrictive Covenants. Independent Contractor has carefully read and considered the Restrictive Covenants above and agrees that the restrictions and provisions therein are fair, reasonable, and reasonably required for the protection of Company's business interests. Independent Contractor acknowledges that it understands and has had the opportunity, to review this Agreement with counsel of Independent Contractor's own choosing. The provisions of Articles IV, V, and VI shall survive the termination of this Agreement.

 ARTICLE VI
Damages and Enforcement:

6.1 Independent Contractor Status. The Independent Contractor acknowledges that it remains entirely independent of the Company and no kind of employment agreement or joint enterprise is formed by this Agreement.

6.2 Exclusivity. This Agreement is non exclusive and Company and Independent Contractor may enter into similar agreements with third parties. This is subject to the non-compete agreement above.

6.3 Liquidated Damages In the event of a breach [breach types are enumerated below] of this Agreement by the Independent Contractor. the Company will suffer damages that are difficult or impossible to estimate These damages include, but are not limited to the cost of  locating and hiring a replacement for Independent Contractor, lost revenue from missed lessons while a replacement is sought and permanently lost clients Independent Contractor agrees that a reasonable estimate of those damages is:

A.     The sum of $2500.00 (violation of non-compete clause)

B.     $10.00 times the number of students at the time of breach or terminations, times the number of weeks remaining under the Agreement. (i.e $10.00 X Students X Weeks Remaining=Liquidating Damages).

Independent Contractor’s initials  

6.4 Assurances.  The Independent Contractor agrees to provide Company, within a reasonable amount of time, adequate assurance or reaffirmation that independent Contractor will perform within the provisions of this Agreement at any time Company requests such assurance Company may elect to treat the repudiation or lack of response by Independent Contractor to the request for assurances as an immediate breach of this Agreement.

6.5  Limitation of Damages.  In no event shall the Company, its suppliers, or any third party who provides goods or services to Independent Contractor be liable for any damages whatsoever ( including without limitation, incidental and consequential damages, lost profits, or damages resulting from business interruption ) resulting from failure to provide students, training or supervision to Independent Contractor, whether based on warranty, contract, tort, or any other legal theory and whether or not the Company is advised of the possibility of such damages

 6.6  Indemnification. Independent Contractor agrees to indemnify and hold harmless Company from any and all costs, claims or liability of any kind arising out of :

(a) the conduct of Independent Contractors business or any work, activity or other things done in performance of this Agreement; 
(b) any breach or default in the performance of any of Independent Contractor's obligation under this Agreement; 
(c) any misrepresentation or breach of warranty by Independent Contractor under this Agreement; and 
(d) any other acts or omissions of Independent Contractor, its agents or contractors.

Independent Contractor shall, at Independent Contractor's expense, and by counsel acceptable to Company, defend Company in any action or proceeding arising from such claim or liability and shall  indemnify Company from and against all costs, attorney  fees, expert witness fees and other expenses incurred in such action or proceeding As a material part of the consideration for Company's execution of this Agreement, Independent Contractor assumes all risk of damage to property and injury to persons from any cause relating to the Agreement, and Independent Contractor hereby waives all claims in respect thereof against Company, except for any claim arising out of Company's gross negligence or willful misconduct

                                                 Independent Contractor:

     IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

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