Independent Contractor Agreement

Independent Contractor Agreement

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This Independent Contractor Agreement (“Agreement”) is made between VirtualSpace.xyz LLC (“VirtualSpace”), a Florida limited liability company, and the contractor (“Contractor”), collectively referred to as the “Parties”. The Parties agree as follows:

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1. Engagement of Services. VirtualSpace hereby engages Contractor, and Contractor agrees to perform certain 3D scanning and related services (“Services”) on an independent contractor basis. Contractor shall provide the Services as assigned by VirtualSpace from time to time, which may include traveling to client sites, performing Matterport (or similar) scans, and uploading or delivering scan data and files to VirtualSpace’s systems. Contractor agrees to use best efforts, professional skill, and diligence in performing the Services in accordance with VirtualSpace’s standards and any provided guidelines or schedules.

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2. Independent Contractor Status. The Parties acknowledge and agree that Contractor is an independent contractor and not an employee, agent, joint venture, or partner of VirtualSpace. Contractor has no authority to bind or act on behalf of VirtualSpace, except as expressly permitted by VirtualSpace in writing. Contractor is responsible for determining the manner and means of performing the Services, subject to meeting VirtualSpace’s requirements and deadlines. Contractor is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any kind (including but not limited to social security, unemployment insurance, and workers’ compensation contributions) with respect to payments received for the Services. Contractor will not be entitled to any benefits that VirtualSpace offers its employees (if any), such as health insurance, vacation pay, or retirement benefits.

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3. Term and Termination. This Agreement shall commence on the start date of this agreement and continue until terminated by either Party. Either VirtualSpace or Contractor may terminate this Agreement at any time, with or without cause, by giving 30 days’ written notice to the other Party. VirtualSpace may additionally terminate this Agreement immediately for cause if Contractor materially breaches any term of this Agreement (including, but not limited to, breaches of confidentiality or failure to perform Services to a satisfactory standard) or engages in misconduct. Upon termination, Contractor shall promptly return any VirtualSpace property, including equipment, confidential information, or documentation, and shall deliver any completed or partially completed work product to VirtualSpace.

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4. Compensation. VirtualSpace shall pay Contractor for Services rendered as follows:

• The Contractor’s fees or rates for assignments will be as agreed in writing (such as per project, per scan, or hourly rates). Payment terms for each assignment will be confirmed by VirtualSpace before Contractor begins the work.

• Contractor shall submit invoices or use VirtualSpace’s designated system to report completed services. VirtualSpace will review and, if the work is completed satisfactorily, process payment.

• Payment will be made within 30 days of VirtualSpace’s acceptance of the completed Services and receipt of an invoice. Contractor is responsible for any expenses incurred in performing the Services unless otherwise agreed in writing (for example, pre-approved travel expenses).

• VirtualSpace may require certain forms or documentation from Contractor (such as a W-9 tax form for U.S. contractors or equivalent) before releasing initial payment. All payments will be reported to tax authorities as required by law (e.g., via IRS Form 1099 for U.S. independent contractors).

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5. Confidentiality. Contractor may have access to or receive confidential or proprietary information in the course of performing Services, including but not limited to client information, business plans, technical data, pricing, trade secrets, and any digital models or scans not yet released to the client (“Confidential Information”). Contractor agrees to:

• Use Restrictions: Use Confidential Information solely for the purpose of performing Services for VirtualSpace and not for any personal benefit or outside purposes.

• Non-Disclosure: Keep all Confidential Information strictly confidential and not disclose it to any third party without VirtualSpace’s prior written consent, except to the extent required by law (in which case Contractor shall give prompt notice to VirtualSpace and cooperate in any effort to limit disclosure).

• Protection: Exercise all reasonable care and implement appropriate measures to protect the Confidential Information from unauthorized access or disclosure. This includes, if applicable, keeping digital files secure and not sharing login credentials.

• Return or Destruction: Upon request by VirtualSpace or upon termination of this Agreement, Contractor must immediately return or destroy (at VirtualSpace’s option) all Confidential Information in Contractor’s possession and certify in writing that no copies have been retained.

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This confidentiality obligation shall survive the termination of this Agreement and remain in effect for 5 years thereafter, or for as long as the information remains confidential (whichever is longer). Contractor acknowledges that any breach of confidentiality could cause irreparable harm to VirtualSpace or its clients, and agrees that VirtualSpace may seek injunctive relief to enforce this clause in addition to any other remedies.

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6. Intellectual Property and Work Product. All deliverables, data, and work product created or collected by Contractor in the course of performing the Services (including photographs, 3D scans, models, floor plans, and associated files) shall be the exclusive property of VirtualSpace or the Client for whom the work is performed, as applicable. To the extent such work product may not be considered a “work made for hire” for VirtualSpace or the Client under applicable law, Contractor hereby assigns all right, title, and interest in and to the work product to VirtualSpace. Contractor agrees to execute any documents and take any actions reasonably requested by VirtualSpace to effectuate or confirm such ownership. Contractor retains no license or usage rights to the work product, and agrees not to use, display, or distribute any such work product (except as necessary to perform Services or as authorized in writing by VirtualSpace). Notwithstanding the foregoing, Contractor retains ownership of any of Contractor’s pre-existing intellectual property or tools used in performing the Services, provided that no Confidential Information or work product of VirtualSpace is contained therein.

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7. Non-Competition and Non-Solicitation. During the term of this Agreement and for a period of 12 months after its termination, Contractor agrees to the following restrictions to protect VirtualSpace’s business interests:

• No Competitive Services: Contractor will not directly compete with VirtualSpace by offering identical or similar services (3D scanning, virtual tour creation, or BIM modeling services) to VirtualSpace’s clients or leads that Contractor became aware of through VirtualSpace. This means Contractor shall not solicit or accept business from any client or prospective client of VirtualSpace whom Contractor worked with or learned about during the engagement, for services that compete with VirtualSpace’s offerings, unless expressly permitted in writing by VirtualSpace.

• Non-Solicitation of Personnel or Contractors: Contractor will not solicit for employment or contract, nor hire, any employee or contractor of VirtualSpace that Contractor interacted with during the term of this Agreement, without VirtualSpace’s prior written consent.

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Contractor acknowledges that these restrictions are reasonable in scope and duration given the access Contractor will have to VirtualSpace’s business and clients. However, nothing in this section shall prevent Contractor from engaging in their trade or business with other clients who were not obtained through VirtualSpace, provided it does not violate confidentiality or use VirtualSpace’s proprietary information.

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8. Insurance and Liability. Contractor shall maintain adequate insurance coverage at Contractor’s own expense to protect against risks arising from the performance of the Services. This includes, at a minimum:

• General Liability Insurance: covering bodily injury, personal injury, and property damage with coverage limits of at least $1,000,000 per occurrence (or an equivalent amount appropriate to the scope of Services).

• Automobile Liability Insurance: if the Services involve driving to client locations, maintaining a valid driver’s license and auto insurance as required by law for any vehicles used.

• Workers’ Compensation Insurance: as required by applicable law for any employees of Contractor (if Contractor has employees assisting in the Services). Contractor acknowledges that because they are an independent contractor, they are not covered by any workers’ compensation insurance of VirtualSpace.

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Contractor shall provide certificates of insurance (“COI”) or other proof of coverage upon VirtualSpace’s request. Contractor shall be solely responsible for any injury, loss, or damage caused by Contractor’s actions or negligence in performing the Services. VirtualSpace shall not be liable for any accidents, injuries, or damages incurred by Contractor or third parties during the performance of Services, except to the extent caused by VirtualSpace’s gross negligence or willful misconduct.

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9. Indemnification. Contractor shall indemnify, defend, and hold harmless VirtualSpace, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Contractor’s breach of this Agreement or violation of any law or regulation;

• Any claim by a third party (including a VirtualSpace client or property owner) for property damage, personal injury, or other losses caused by the acts or omissions of Contractor in connection with performing the Services;

• Any claim that any work performed or materials provided by Contractor (that were not provided by VirtualSpace) infringe the intellectual property or proprietary rights of a third party.

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VirtualSpace will promptly notify Contractor of any such claim and permit Contractor to control the defense and settlement, provided that VirtualSpace may participate with counsel of its own choosing at its expense. Contractor may not settle any claim without VirtualSpace’s prior written consent if the settlement imposes any liability or admission on VirtualSpace.

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10. General Provisions.

• Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Miami-Dade County, Florida, and the Parties consent to such jurisdiction and venue. (Alternatively, the Parties may agree to binding arbitration for dispute resolution by separate written agreement.)

• Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, regarding such subject matter. This Agreement may not be amended or modified except in a written document signed by both Parties.

• Assignment: Contractor may not assign or delegate any of their rights or obligations under this Agreement without VirtualSpace’s prior written consent. VirtualSpace may assign its rights and obligations to a successor in interest (for example, in the event of a merger or sale of the business) with notice to Contractor.

• Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable, if possible.

• Notices: Any notices under this Agreement shall be in writing and delivered to the addresses on record for each Party (either by email with confirmation, certified mail, or recognized courier service). Notices shall be deemed given when received.

• No Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision in the future. A waiver is only effective if in writing and signed by the Party waiving the right.

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IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Agreement as of the date(s) below:

VirtualSpace.xyz LLC (“VirtualSpace”)

By: ____________________________  Date: ____________

Name/Title: _____________________

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the contractor (“Contractor”)

By: ____________________________  Date: ____________

Name/Title: _____________________