This TRANSCRIPTION SERVICES AGREEMENT (this “Agreement“) is entered into by and between Focus Forward, LLC (the”Company“) and you (“You“) and governs Your performance of transcription services for the Company (the “Services“). By performing the Services, You are consenting to the terms and conditions of this Agreement. If You do not agree to all of the terms of this Agreement,You must not provide any Services pursuant to this Agreement.

1. Duties. You agree to perform the Services that You request and accept from the Company during the term of this Agreement.

2. Term. The term of this Agreement shall commence on the date that You first accept the terms of this Agreement and shall continue until either You or the Company terminates this Agreement. Either You or the Company may terminate this Agreement at any time for any reason, with or without cause, by notice to the other. You understand and agree that this Agreement is not intended to be and should not be construed to be a contract for any specified duration.

3. Compensation. The Company will pay You for the Services that You perform pursuant to this Agreement in accordance with the Company’s then-current pay rates. The Company may update or amend its pay rates at any time, without notice to You.

4. Expenses. During the term of this Agreement, You will be responsible for all expenses associated with Your performance of the Services. If You decide to purchase any equipment in connection with the performance of the Services, the Company will NOT reimburse You for the cost of such equipment.

5. Confidentiality. You agree to retain as strictly confidential and not disclose, directly or indirectly, to anyone, any information not readily available to the general public which You may acquire during the performance of the Services, including, without limitation, all information related to the handling and use of the Company’s audio files. You agree to keep such information and audio files in a secure place to eliminate access by any other person. You agree to not play the Company’s audio files to any other person and will only use the Company’s audio files to perform the Services. Not more than 72 hours after You complete and submit a Services assignment, You must delete the Company’s audio files with respect to such assignment from Your computer system.

6. Independent Contractor. At all relevant times under this Agreement, You shall be an independent contractor and not an agent, co-venturer, representative, or employee of the Company. The Company will not incur any liability as the result of Your actions. You shall at all times disclose that You are an independent contractor of the Company and shall not represent to any person that You are an agent, co-venturer, representative, or employee of the Company. The Company shall not withhold any funds from You for tax or other governmental purposes, and You shall be responsible for the payment of all taxes with respect to Your performance of the Services and the Company’s payments to You. You acknowledge and agree that You are not entitled to receive unemployment compensation benefits, workers’ compensation benefits, or disability insurance benefits from the Company, and You agree to not file a claim for unemployment compensation, workers’ compensation, or disability insurance against the Company. You acknowledge and agree that You are not entitled to participate in any group insurance program or employee benefits program maintained by the Company, and that You are not entitled to any paid vacation, paid holidays, or other paid time off. The Company shall not exercise control over You. You shall pay all expenses associated with Your performance of the Services. You shall provide the Company with Your federal employer identification number or social security number, as applicable, and shall file business or self-employment income tax returns with the Internal Revenue Service and all applicable taxing authorities for all payments that You receive under this Agreement. You agree to indemnify and hold harmless the Company from any and all manner of liability (including, without limitation, attorneys’ fees and costs) for claims relating to alleged workers’ compensation losses, personal injury, and/or losses resulting from motor vehicle accidents in which You may be involved and for claims relating to taxes and other charges associated with Your earnings pursuant to this Agreement. Since You are an independent contractor, the Company shall not prohibit You from performing services for other persons; provided that the performance of such services shall not have an adverse impact on Your ability to comply with the terms of this Agreement and to perform the Services.

7. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of You and the Company and the respective heirs, successors, and assigns of You and of the Company.

8. Claims by You; Limitation of Liability. Any claims by You pursuant to this Agreement must be made in writing within 30 days after the date on which the Services to which such claim is related were completed. Your failure to give such notice shall constitute, by the Company, a complete defense against such claims. The Company shall not be liable to You for any special, indirect, incidental, consequential, exemplary, or punitive damages. The maximum liability of the Company arising from or relating to this Agreement shall not exceed the total amount paid or payable by the Company to You under this Agreement for the preceding 12 months.

9. Miscellaneous.

         (a) Prior Agreements. You represent and warrant to the Company that You entering into of this Agreement will not violate the terms of any other agreement that You entered into with any prior employer or other person.

         (b) Assignment Prohibited. You may not assign or delegate any of Your rights or obligations under this Agreement without first obtaining written consent of the Company. You may not cause or permit any other person to perform all or any part of the Services.

         (c) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between You and the Company concerning the Your engagement to perform the Services and supersedes all agreements, representations, warranties, statements, promises, and understandings, whether oral or written, with respect to the subject matter of this Agreement. This agreement may not be amended, altered, or modified, except by written agreement between You and the Company.

         (d) Notices.
                   (i) All notices and other communications provided for in this Agreement shall be given in writing and shall be deemed to have been duly given, if: (A) delivered personally; (B) sent by a nationally recognized express courier service, postage or delivery charges prepaid; (C) sent by certified mail, return receipt requested. Any such notice and other communication to the Company shall be addressed to the Company at 950 West Valley Road, Suite 2700, Wayne, PA 19087. Any such notice and other communication to You shall be addressed to You at the address that You last provided to the Company in writing.

                    (ii) Any party may change the address to which notices shall be sent to such party hereunder by notice in writing in accordance with the provisions hereof.

                    (iii) Notices shall be effective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery.

         (e) Governing Law and Jurisdiction. This Agreement and the relations, rights, and duties of You and the Company under this Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the Commonwealth of Pennsylvania. You hereby irrevocably submit to the exclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania and the Federal District Court of the Eastern District of Pennsylvania for the adjudication of any dispute under this Agreement or in connection with this Agreement, and You hereby irrevocably waive, and agree not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is brought in an inconvenient forum or that the venue of such suit, action, or proceeding is improper. Nothing contained in this Section 9(e) shall be deemed to limit in any way any right to serve process in any manner permitted by law.

         (f) Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall, to the extent possible and without destroying the intent of this Agreement, be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added, automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still be legal, valid, and enforceable.

        (g) Survival. The provisions of Section 5 and Section 6 shall survive any termination of this Agreement.