INDEPENDENT CONTRACTOR AGREEMENT VOIP 3012 Inc., a Florida corporation (the "Company"), and You ("Contractor"), agree as follows: 1. Engagement; Scope of Work. The Company hereby engages Contractor to provide certain services. The services to be performed by Contractor will consist of a series of discrete mutually agreed upon projects associated with international opportunities and other areas related to the Company's business. Deliverables associated with each project will be as mutually determined by the parties. Contractor will provide such services in a first class and professional manner. Contractor agrees to make his/her services available to the Company during the period of engagement. 2. Independent Contractor Status. It is expressly agreed and understood that Contractor is performing services under this Agreement as an independent contractor for the Company and Contractor is neither an employee nor an agent of the Company. Contractor will have sole control over the detailed method of performance of the services, the manner and method of performing same being under the sole control and discretion of Contractor, and the Company's only interest being in the results of such services. The Company's liability hereunder will be limited to payment of the compensation provided in this Agreement. Contractor agrees to pay all applicable taxes (including unemployment insurance and old age benefits) which may arise as a result of this Agreement. Contractor will have no authority to act, to make any representation, to enter into any contract or commitment or to incur any liability on behalf of the Company. 3. Assignment. The services provided by Contractor hereunder are in the nature of personal services. 4. Termination. Either party will have the right to terminate this Agreement immediately in the event of a material breach by the other party. All accrued payment obligations, indemnities and obligations under Exhibit A will survive any termination as long as the Tier structure remains intact and customers use the service. 5. Indemnification. Contractor will defend, indemnify and hold harmless the Company, its officers, directors and employees against all liability, loss, cost or expense associated with any claims, suits, actions, or demands of any nature and description, breach of this Agreement or performance of services hereunder. 6. General. This Agreement represents the entire understanding of the parties hereto and supersedes all prior written or oral agreements with respect to the subject matter hereof. This Agreement may be amended only in a writing signed by both parties. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida governing a contract made and wholly performed within Florida. Each party hereto consents to the jurisdiction of the Florida Superior Court and to the federal courts sitting in Tampa Florida.