COMPENSATION: In consideration of the Services to be performed by

Consultant under this Agreement LEAPFORCE will pay Consultant in

accordance with the project rates posted on our website for the amount of
time spent on Services rendered in accordance with the standard task
productivity rates published on the LEAPFORCE website, as they are updated
from time to time.

NOTE: Please review this entire agreement very carefully, you may wish to consult with your own attorney. After
you have carefully read and fully understand all the provisions of the Agreement, please electronically sign the
document at the bottom.

The first blank field in the first paragraph below is the effective date field for the agreement. It has been left blank
as it will be completed by Leapforce when the agreement is accepted.

INDEPENDENT CONTRACTOR
AGREEMENT
This Independent Contractor Agreement ("Agreement") is entered into as of ____, ("Effective Date") by and
between Leapforce, Inc., with its principal place of business at 5050 Hopyard Rd. #425, Pleasanton, CA USA
94588 ("Leapforce"), and Manikandan Duraisamy, with an address at Vaibhav Laxmi, off. Indian oil petrol pump
Helipad road, Saputara, Saputara, Gujrat IN 394720 ("Consultant"), each individually referred to as a "party" and
collectively referred to as the "parties." WHEREAS, LEAPFORCE desires to utilize Consultant to furnish certain
consulting services, in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the
covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1. SERVICES; ACCOUNTABILITIES: LEAPFORCE hereby engages the Consultant on a non-exclusive

basis during the Term (as defined below) performing such consulting services relating to search engine
evaluation and information evaluation tasks ("Services" or "Tasks"). LEAPFORCE acknowledges that
Consultant's Services shall be performed at such times as are convenient to Consultant, provided that
Consultant agrees to hold itself reasonably available to render the Services contemplated herein.
Consultant will supply all tools and instruments required to perform the services under this Agreement.
Consultant shall devote its best efforts to the performance of the Services and shall protect and promote
the interests of LEAPFORCE. Consultant shall cooperate in any reasonable manner whatsoever with
LEAPFORCE in connection with the performance of the Services. LEAPFORCE is in no way obligated
to refer any minimum number of Tasks to Consultant. Consultant has the right to reject or refuse any
Task referred to Consultant by LEAPFORCE.
2. TERM: The term of this Agreement shall commence as of the Effective Date and shall continue for a
period of six (6) months ("Initial Term"). LEAPFORCE may, at its option, renew this Agreement for an
additional term of six months ("Renewal Term") on the same terms and conditions as set forth herein by
giving notice to Consultant of such intent to renew at least 10 days prior to the end Initial Term (The
Initial Term and all Renewal Terms, if any, shall hereinafter be referred to collectively as the "Term").
3. INDEPENDENT CONTRACTOR: Consultant represents and warrants that its relationship to
LEAPFORCE and its various parent, subsidiary and affiliated corporations hereunder shall be that of an
independent contractor and not an employee of LEAPFORCE for any purpose whatsoever. Consultant
represents and warrants that he/she is at least 18 years old. Consultant shall have sole control of the
manner and means of performing its work and LEAPFORCE is interested only in the results Consultant
obtains. Consultant does not have, nor shall it hold itself out as having, any right, power or authority to
create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon
LEAPFORCE, its parent, subsidiary or affiliated companies, unless LEAPFORCE or any of the foregoing
companies shall consent thereto in writing. The consideration set forth in Section 4 shall be the sole
consideration due Consultant for the services rendered hereunder. It is understood that the
LEAPFORCE will not withhold any amounts for payment of taxes from the compensation of Consultant
hereunder. Consultant acknowledges that he/she shall not have the right, eligibility or entitlement in or to
any of the pension, retirement, unemployment benefits, vacation pay, sick leave, insurance programs,
worker's compensation benefits in the event of an injury or other benefit programs now or hereafter
available to the LEAPFORCE's regular employees. Any and all sums subject to deductions, if any,
 required to be withheld and/or paid under any applicable state, federal or municipal laws or union or
professional guild regulations shall be Consultant's sole responsibility and Consultant shall indemnify
and hold LEAPFORCE harmless from any and all damages, claims and expenses arising out of or
resulting from any claims asserted by any taxing authority as a result of or in connection with said
payments. CONSULTANT ALSO AGREES THAT LEAPFORCE AND ITS VARIOUS PARENT,
SUBSIDIARY AND AFFILIATED CORPORATIONS HEREUNDER ARE NOT OBLIGATED TO
DETERMINE THE APPLICABILITY OF ANY TAXES NOR IS LEAPFORCE RESPONSIBLE TO
COLLECT, REPORT OR REMIT ANY TAXES ARISING FROM SERVICES RENDERED ACCORDING
TO THE AGREEMENT.
4. COMPENSATION: In consideration of the Services to be performed by Consultant under this
Agreement LEAPFORCE will pay Consultant in accordance with the project rates posted on the
LEAPFORCE website for the amount of time spent on Services rendered in accordance with the
standard task productivity rates published on the LEAPFORCE website, as they are updated from time
to time. Consultant shall submit monthly written invoices of the time spent performing Services, itemizing
in reasonable detail the dates and times on which Services were performed, the number of minutes
spent on such dates and a brief description of the Services rendered. LEAPFORCE shall pay
Consultant the amounts due pursuant to submitted reports within 30 days after such invoices are
received by LEAPFORCE conditioned upon each itemized activity being reviewed and approved by
LEAPFORCE in accordance with standard LEAPFORCE practices and policies, as they may exist from
time to time. Consultant shall be responsible for all expenses incurred while performing services under
this Agreement. This includes, but is not limited to, automobile and other travel expenses; meals,
insurance premiums, telephone, and all expenses and any other compensation paid to complete the
work under this Agreement.
5. ACCEPTANCE OF WORK: LEAPFORCE will accept or reject the Services or any deliverable in its sole
reasonable discretion.
6. TERMINATION FOR DEFAULT: If Consultant is convicted of any crime or offense, fails or refuses to
comply with the written policies or reasonable directives of LEAPFORCE, is guilty of serious misconduct
in connection with performance hereunder, provides substandard quality and/or workmanship, or
materially breaches provisions of this Agreement, LEAPFORCE at any time may terminate the
engagement of the Consultant immediately and without prior written notice to the Consultant.
7. TERMINATION FOR CONVENIENCE: LEAPFORCE may terminate this Agreement at any time upon
written notice (including by email) to Consultant. Subject to the ACCEPTANCE OF WORK section
above, with respect to services performed prior to termination, LEAPFORCE shall pay Consultant costs
incurred for work actually performed, delivered, and accepted by LEAPFORCE. Consultant may
terminate this Agreement ten (10) days after Consultant provides LEAPFORCE with written notice of
Consultant's intent to terminate this Agreement.
8. QUALIFICATION EXAM: This Agreement is conditioned upon the Consultant successfully passing a
qualification exam to be administered before Services begin.
9. COMPETENT WORK: All work will be done in a competent fashion in accordance with applicable
standards of the profession and all services are subject to final approval by a representative of the
Company prior to payment.
10. LEGAL RIGHT: Consultant covenants and warrants that he/she has the unlimited legal right to enter into
this Agreement and to perform in accordance with its terms without violating the rights of others or any
applicable law and that he/she has not and shall not become a party to any other agreement of any kind
which conflicts with this Agreement.
11. OTHER COVENANTS OF CONSULTANT: In order to induce LEAPFORCE to enter into this
Agreement, Consultant hereby agrees as follows, as of the Effective Date:
a. CONFIDENTIALITY: Consultant acknowledges that by reason of its relationship with and
service to LEAPFORCE, it has had and will have access to confidential information relating to
operations and technology and know-how which have been developed by LEAPFORCE and its
affiliates, including, without limitation, information and knowledge pertaining to search engine
evaluation techniques and methods, methods of operation, evaluation documentation, supplier
lists and relationships between LEAPFORCE and its affiliates and their respective customers,
suppliers and others who have business dealings with it, other information not readily available
to the public, and plans for future developments relating thereto. In recognition of the foregoing,
during the Term and at all times thereafter, Consultant will maintain the confidentiality of all
such information and other matters of LEAPFORCE and its affiliates known to Consultant
which are otherwise not in the public domain and will not disclose any such information to any
person outside the organization of LEAPFORCE, wherever located, except as required by law
or with LEAPFORCE Board of Directors' prior written authorization and consent. Unauthorized
disclosure may give rise to irreparable injury to LEAPFORCE and, accordingly, LEAPFORCE
may seek legal remedies against Consultant. Consultant shall send written notification to
LEAPFORCE reporting any unauthorized use or disclosure immediately upon becoming aware
of it.
b. WORKS: Consultant acknowledges that the work product and results of any of the services or
work provided pursuant to this Agreement and all intellectual property elements of it ("Work"),
are produced, specially ordered, and commissioned at the request and direction of
 LEAPFORCE and shall be considered a "work-made-for-hire" for LEAPFORCE. LEAPFORCE
shall own all worldwide right title and interest in the Work including but not limited to its
intellectual property right and all other rights attendant thereto, including but not limited to the
rights of copyright, patent or trademark. To the extent required by law in any jurisdiction, to the
extent that this Agreement cannot be deemed to create a work-made-for-hire, then Consultant
herein makes a full and irrevocable assignment to LEAPFORCE of any rights, including
tangible and intangible rights (including but not limited to, Copyright, Patent, Trademark, Trade
Secret or other intellectual property rights) that Consultant would otherwise have in or to the
Work and to any exploitation of the Work. Consultant agrees to execute any further documents
at a reasonable time and place as required by law to perfect the ownership and registration by
LEAPFORCE in the Work.
12. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER: This Agreement shall be governed by
the laws of the State of California governing contracts entered into and to be fully performed therein.
The parties agree that any controversy or claim arising out of or relating to this Agreement or breach of
this Agreement shall be settled by confidential arbitration in Pleasanton, California in accordance with
the commercial arbitration rules of the American Arbitration Association. Arbitration shall be the
exclusive forum for the resolution of any controversies, claims or disputes arising out of or relating to
this Agreement, except that, to the extent the Consultant has in any manner violated or threatens to
violate LEAPFORCE's intellectual property rights, LEAPFORCE may seek injunctive or other
appropriate relief in any state or federal court, and Consultant consents to exclusive jurisdiction and
venue in such courts. The decision of the arbitrator, including determination of the amount of damages
suffered, if any, shall be exclusive, final and binding on the parties. Any proceedings to resolve or litigate
any dispute in any forum will be conducted solely on an individual basis. Neither you nor Leapforce will
seek to have any dispute heard as a class action, private attorney general action, or in any other
proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or
proceeding will be combined with another without the prior written consent of all parties to all affected
arbitrations or proceedings. To the extent permitted by law, any claim or dispute relating to this
Agreement must be filed within one year in an arbitration proceeding or in court if this section permits
the dispute to be filed in court instead of arbitration. The one-year period begins on the date when the
claim or dispute first could be filed. Any claim or dispute that is not filed in an arbitration proceeding or
court within that time is permanently barred.
13. SEVERABILITY: In the event that any provision or portion of this Agreement shall be declared invalid or
unenforceable for any reason by a court of competent jurisdiction, such provision or portion shall be
considered separate and apart from the remainder of this Agreement, which shall remain in full force
and effect.
14. INDEMNITY: Consultant shall hold LEAPFORCE, its parent, subsidiary and affiliate companies and their
respective directors, officers, employees, independent contractors, licensees, successors, assigns and
agents of the foregoing, harmless from and against all claims, liabilities, damages, costs and attorneys'
fees arising from any and all loss, damage or liability and expenses including attorney fees arising out of
the performance of the work described herein, caused in whole or in part by any negligent act or
omission of the consultant, any subcontractor, anyone directly or indirectly employed by them or anyone
for whose acts any of them may be liable.
15. REMEDIES: The waiver by either party of any breach hereof shall not be deemed a waiver of any prior
or subsequent breach hereof. All remedies of either party shall be cumulative and the pursuit of one
remedy shall not be deemed a waiver of any other remedy.
16. NOTICES: All notices under this Agreement shall be sent by via electronic mail (e-mail). Notices sent to
Consultant will be sent to the e-mail address maintained in LEAPFORCE's records for Consultant.
Consultant shall send all notices to [email protected]. E-mail notices are deemed valid
written notices for all purposes under this Agreement.
17. ENTIRE AGREEMENT: This Agreement contains the complete understanding existing between the
parties on the subjects covered and supersedes any previous written or verbal understandings with
respect thereto. This Agreement may not be amended except by a writing signed by Consultant and
LEAPFORCE.
18. ASSIGNMENT: This Agreement is not assignable or delegable, in whole or in part, by Consultant.
LEAPFORCE may assign this Agreement in whole or in part, without limitation or restriction. This
Agreement shall insure to the benefit of LEAPFORCE, its successors, assignees, licensees and
grantees and associated, affiliated and subsidiary companies.

This Agreement is subject to acceptance by LEAPFORCE at its corporate headquarters in Pleasanton,

California, through issuance of a notice of acceptance. Such acceptance is expressly conditioned upon
Consultant's successful completion of a qualification exam before any Services begin.

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