This Independent Contracting AGREEMENT is entered into as of February 21, 2014, by and between IDEAS UNLIMITED LLC, a Limited Liability Corporation incorporated under the laws of the State of Minnesota, with business address at 3599 Clare Downs Path, Rosemount, MN 55068 and CHARLES FRANCIS F. DECANGCHON (Independent Contractor Team, “Consultant.”), of legal age, Filipino citizen and with residence at 113 J. Fernando St. Pasay 1302, Philippines. 1, DEFINITION OF TERMS 1.1 Independent Contractor The relationship of Consultant to Company is that of an Independent Contractor. Nothing contained herein or otherwise shall be construed in such manner as to create the relationship of employer-employee between the parties 1.2 Confidential information All Deliverables, technical, product, financial, business and any other information belonging to or regarding Company's Customers, including but not limited to services, trade secrets, know-how, concepts, ideas, and any research, technology, products, services, future products or services, methods, processes, designs, markets, customers, suppliers, personnel, business plans, marketing plans, and financial affairs of Company, or, as it relates to the services.1.3 Relatives The relatives of the Consultant are his or her spouse, parents including step relationship, adoptive relationship and through law; brother(s) and sister(s) including step relationship, adoptive relationship and through law; first and second degree cousins by blood and by marriage; and his or her children 2. SERVICES OF CONSULTANT 21 Description of Services Consultant shall perform the services as described in Exhibit A. Consultant shall independently perform all services contained herein Exhibit A, and shall not delegate or subcontract any or all Consultant services to be performed or completed by another party. 22 Term The term of this Agreement shall begin on the date set forth above and, unless terminated earlier, shall remain in effect until the end of each month. This Agreement will be renewed automatically at the start of every month until terminated by either party with written notice (i.e. email.) Either party may terminate the Agreement herein with a valid reason and with two (2) weeks’ notice. Any alteration to the terms or status of this Agreement herein, shall be communicated in writing and mutually agreed upon by both parties. 23 Compensation All Consultant services performed on an hourly basis shall be at the rates specified in Exhibit A, or mutually agreed upon rate changes in Exhibit A, for all Customer-Approved billable hours performed and completed by Independent Contractor (Consultant) during the term of this Agreement hereinThe Consultant is also entitled to receive any commission, bonuses or incentives provided by the Company or provided directly from the Client of the company. 24 Payments Company shall pay the Consultant through the [Link] payment platform. 3. RIGHTS AND OBLIGATIONS UNDER THE INDEPENDENT CONTRACTOR RELATIONSHIP 3.1 Scope In acknowledging that he/she is an Independent Contractor, Consultant agrees that he/she shall not be entitled to participate in, and specifically disclaims and waives any rights to any benefit to, any benefits or benefit programs offered by Company, to any employee or group of employees, including, but not limited to, any health insurance, disal insurance, pension, profit sharing, life insurance, vacation, incentive compensation or other benefits offered to any employee or group of employees 3.2 Non-Exclusivity Consultant may perform services for persons other than Company provided that Consultant shall not undertake to perform services for third parties if those services would in any way impair timely performance of Consultant's obligations to Company. This is valid only until the consultant is working part time (less than forty (40) hours per week) for the company. When/if the Consultant goes full time, this clause will become an exclusive clause and the consultant will not be allowed to perform services and accept ‘employment from any other company or Client.3.3 Indemnification Independent Contractor shall indemnify, hold harmless and defend, with Company's choice of counsel; Company, its officers, directors, employees, agents, representatives, successors, assigns, and other Independent Contractors, from any and all asserted claims, liability, losses, injuries, damages, costs or expenses, including without limitation, defense costs, attorney and expert witness fees, arising from Consultant's negligence or breach of contract, including those claims due to joint negligence. In case of breach of this Agreement, the parties stipulate to the award of Liquidated Damages in the amount of $4000 (four thousand dollars) without the need for judicial recourse. The Company reserves the right to file an action to recover Actual, Exemplary and/or Temperate Damages. 3.4 Right to Audit In case of occurrence of a) Strange circumstances arising in the project namely but is not limited to the following: (i) Client suddenly disappears without notice regarding the status of the project; (ii) Client substantially modifies the work schedule; (iii) | Project didn’t resume as scheduled after the holidays; (iv) or any similar conditions; b) Termination or resignation from the company regardless of cause, within at least two (2) months or a reasonable period within which an audit can be successfully completed: Consultant acknowledges and agrees that Company shall have the right to audit the Client logs or Client Relationship Management Software of Consultant upon proper and reasonable notice to Consultant. Consultant shall make such records or reports available to Company as Company requests within a reasonable timeperiod. Company shall only use such information to verify Consultant's time billed to Client. Consultant agrees to cooperate in resolving any discrepancy between Consultant's records and Company's records. Likewise, Consultant agrees to be subjected to an on-site identity and work verification conducted by the representatives of the Company. 4, CONFIDENTIALITY 4.1 Consultant acknowledges that prior to and during the term of this Agreement herein, Consultant may have access to or have had access to Confidential Information. 4.2 Consultant shall protect the Confidential Information using all efforts used by Consultant to protect his or her own valuable Confidential Information and such additional measures as may be undertaken to comply with Consultant's obligations under this Agreement. 4.3. The company reserves the right to use various endpoint security programs to ensure compliance with policy guidelines and productivity remains at an acceptable level. 5. NON-INTERFERENCE AND NON-COMPETITION CLAUSE 5.1 For and in consideration of the anticipated benefits to be derived from this Agreement, Consultant hereby agrees that during the term of this Agreement, and for twelve (12) months after the termination of the Agreement, regardless of cause, Consultant and/or his or her relatives shall not directly or indirectly solicit to provide like professional services, accept or engage in direct employment with the Clients of Company. 5.2 If Consultant and/or his or her relatives directly or indirectly solicits to provide like professional services, accepts or engages in the direct employment with Clients ofCompany, the Company in its sole discretion may terminate this Agreement herein, terminate Consultant from any service that Consultant is providing, and seek legal remedies for breach of the Agreement herein. If the Client solicits to engage the services of the Consultant and/or his or her relatives, directly in contravention of this Agreement, the Consultant has the responsibility of notifying the Company through electronic mail or registered mail regarding such fact of solicitation within twenty-four (24) hours from occurrence thereof. 5.3 Consultant shall not disclose any information regarding Contractor's billing, payment or the Company's internal business methods or processes with the Client 5.4 If Consultant violates any terms of the Agreement herein, Company reserves the right to present evidence of such violation to any third party freelance service provider (oDesk, etc.) that collaborates with the Company. Consultant acknowledges and agrees that such evidence may result in the suspension of privileges or the closure of the account of Consultant with such third party outsourcing services. 6, GENERAL PROVISIONS 6.1 Entire Agreement This Agreement, including the schedules and exhibits, if any, hereto sets forth the entire understanding of the parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. 6.2Amendment Any changes to this Agreement should be done by an instrument in writing (also known as a rider) executed by all the parties, provided that work orders or estimates shall not be deemed to amend the terms of this Agreement.6.3. Waiver of Contractual Right A provision of this Agreement may be waived only by a written instrument executed by the party waiving compliance. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any a waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision. 6.4 Notices Any and all notices required or permitted to be given pursuant to this Agreement herein, shall be sufficient if in writing and hand delivered to Consultant, or if forwarded by registered or certified mail, return receipt requested, to his/her then residence address, or through electronic mail. In the case of notice by the Consultant to the Company, the same manner of delivery mail shall be sufficient, and upon written receipt of any officer of the Company (other than the Consultant) to the place of business address. 6.5Assignability Neither this Agreement nor any right or interest herein shall be assignable by the Consultant, his beneficiaries, or legal representatives without the Company's prior written consent; provided, however, that nothing herein shall preclude: (i) Consultant from designating a beneficiary to receive any benefit payable hereunder upon his death; (ii) the executors, administrators, or other legal representative of Consultant or his estate from assigning any rights hereunder to the person or persons entitled thereunto; (iii) the assignment by the Company of the compensation owed to the Consultant herein to a Garnishee upon the receipt of a Garnishment order of any local, state, or federal authority received by the Company; or(iv) the assignment by the Company of its rights and obligation under this Agreement. 6.6 Severability If for any reason, any provision of this Agreement is held invalid, the other provisions of this agreement will remain in effect, insofar as is consistent with law. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company (or any predecessor thereof) and the Consultant will be deemed reinstated as if this Agreement had not been executed. 6.7 Assumption of Agreement by Company’s Successors and Assignees The Company's rights and obligations under this Agreement will inure to the benefit and be binding upon the Company's successors and assignees. 6.8 Attorneys Fees In the event that any dispute arises between the parties hereto with regard to any of the provisions of this Agreement, or the performance of any of the terms and conditions herein, the prevailing party in any such dispute shall be entitled to recover costs and expenses associated with resolving such dispute, including reasonable attorneys’ fees. 6.9 Arbitration Any controversy or claim arising out of or relating to this Agreement or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in Minnesota in accordance with the applicable rules of the American Arbitration Association, Commercial Dispute Resolution Procedures, and judgment on the award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdictionAt the option of the Company, said controversy or claim may also be prosecuted in the SER Courts. 6.10 Governing Law This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Minnesota other than the conflict of laws provisions of such laws. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. COMPANY: CONSULTANTIINDEPENDENT CONTRACTOR: IDEAS UNLIMITED LLC Charles Francis F. Decangchon 3599 Clare Downs Path 113 J. Fernando St. Pasay 1302, Rosemount, MN 55068 Philippines CEO SIGNATURE SIGNATURE