This Services Agreement (this “Agreement”) is entered into effective as of the (the “Effective Date”), by and between, Hilary Silver International, Inc, a Colorado corporation (“Company”) and the Undersigned, (“Contractor”). Company and Contractor are each individually referred to herein as a “Party” and collectively as the “Parties.”

Recitals:

A. Contractor is in the business of providing coaching services;

B. Company is in the business of providing coaching services to clients;

C. Company desires to engage Contractor to perform the services as set forth below.

Terms of Agreement:

In consideration of the Recitals, which are incorporated herein, the covenants, promises, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Duties and Responsibilities of Contractor.  Contractor shall provide the services described in Exhibit A (the “Services”) attached and made a part hereto.  Contractor will determine the method, details, and means of performing the Services.

2. Average Weekly Hours and Place of Work.  Contractor shall be available to work for Company, as needed. Contractor and Company shall prepare tentative weekly schedules each month and Contractor shall be reasonably available during regular business hours as indicated on the tentative schedules.  Contractor shall work remotely.

3. Administrative Support.  Company will provide reasonable administrative support to Contractor as needed in order to perform services unique and specific to company.  Contractor shall be equipped with all technical tools and applications require to perform the duties of the role.

4. Compensation. See Exhibit A for Service Compensation and Special Provisions.

5. Term and Termination.  This Agreement will be effective commencing on the Effective Date and for a period of twelve (12) months thereafter (the “Initial Term”).  This Agreement will automatically renew for successive twelve (12) month terms on each anniversary of the Effective Date (a “Renewal Term”), unless terminated by either Party. Contractor is required to give 30 days notice prior to the expiration of the Initial Term or a Renewal Term.

6. Nature of Relationship.  The services performed by Contractor are performed as an independent contractor and not as an employee of Company, and as recognized in Colorado Revised Statutes §§ 8-40-202 and 8-70-115 (1)(c), Company and Contractor hereby acknowledge and agree as follows:

1. Contractor is engaged in an independent trade, occupation, profession, or business.
2. This Agreement does not require Contractor to work exclusively for Company.
3. The Company shall not establish quality standards except Company may provide plans, specifications, and expected results concerning the services to be rendered.  Contractor does agree to provide services in accordance with applicable regulatory and professional standards.
4. Company will not provide technology, materials or trainings necessary for Contractor to fulfill their business services.  Contractor agrees to independently obtain and fund all such tools and professional continuing education credits required to maintain Contractor’s any and all professional licensing or certifications if applicable.
5. Company shall make all payments required under this Agreement to Contractor’s business name, and Contractor agrees to provide Company with a completed Form W-9.
6. Company and Contractor agree that they will not combine their respective business operations in any way, but shall instead maintain each Party’s business as separate and distinct from the other Party’s business.
7. Other than the compensation set forth in this Agreement, Company will not provide any employee benefits, including but not limited to vacation, sick leave, pension, unemployment insurance, and medical or disability insurance for Contractor.
8. Contractor is not entitled to workers’ compensation benefits unless workers’ compensation insurance is maintained by Contractor.
9. Contractor is obligated to pay all federal and state withholding obligations and all other taxes, including but not limited to FICA and Medicare, on any moneys paid pursuant to this Agreement.

7. Independent Contractor Status.  In the performance of the work, duties, and responsibilities arising under this Agreement, it is mutually understood and agreed that Contractor is at all times acting as an independent contractor of Company.  Contractor shall have no right, power, or authority in any way to bind Company to the fulfillment of any condition, contract, or obligation or to create any liability binding on Company.  Nothing herein shall be construed so as to make Contractor an employee of Company for any purpose whatsoever.

8. Restrictive Covenants.

1. Contractor agrees and covenants that Contractor will not at any time during his/her/its services and for twelve (12) months following termination of services with the Company for any reason, engage in any of the following actions:
   
   1. solicit any employees of the Company to leave the Company for other employment or for any other reason;
   2. assist any other person or entity in hiring any employee of the Company to engage in competition with the Company; and
   3. solicit or attempt to take away from the Company any of the customers served by the Company or referral sources at any time within five years prior to termination of Contractor’s services with the Company, seek to cause any such customers to refrain from doing business with the Company, or assist any other person or entity in so doing.
2. Contractor agrees and acknowledges that the restrictions imposed herein are reasonable as to subject matter, length of time, and territory described below, are necessary for the protection of the Company’s business, good will, and trade secrets, and are not unduly restrictive of Contractor’s rights to perform services for others.  Contractor agrees that the Company may inform any subsequent employer of Contractor’s obligations under this Agreement.
3. Contractor acknowledges that Contractor will or has had access to confidential and proprietary information relating to the Company and that Contractor will or has had special intimate knowledge of the business affairs of the Company.  Contractor further acknowledges that such information and knowledge comprise an important and valuable asset of the Company and that any disclosure or unauthorized use of such information or knowledge by Contractor may damage the Company.
   
   1. Contractor’s employment with the Company and its compliance with this Agreement do not and will not breach any agreement to protect Confident Information acquired by Contractor prior to or outside of Contractor’s engagement with the Company.  Contractor has not brought and will not bring with it to the Company for use in the performance of its duties at the Company any materials, documents, or information of a former employer or any third party that are not generally available to the public unless Contractor has obtained express written authorization from the owner for their possession and use by or for the Company. Contactor shall provide Company a copy of such authorization.  Contractor has not entered into, and will not enter into, any agreement, either oral or written, in conflict with this Agreement.

9. Non-Competition Contractor agrees during term of Contractor’s services with Company and for a period of five years after, Contractor shall not solicit nor offer to provide services to clients of the Company to whom Contractor has provided services pursuant to this Agreement.

10. Reformation. If any court determines that the duration, geographic limitations, subject or scope of any restriction contained in Sections 10 and 11 are invalid or unenforceable, it is the intention of the Parties that Sections 10 and 11 shall not thereby be terminated but that the court reform it to the extent required to make it valid and enforceable, and that the reformed agreement apply only with respect to the operation of Sections 10 and 11 in the jurisdiction of the court that has made the adjudication. If any covenant contained herein, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remaining covenants, which shall be given full effect without regard to any invalid or unenforceable portion; and any court having jurisdiction shall have the power to reduce the duration, area or scope of any such covenant; and in its reduced form, such covenant shall then be enforceable.

11. Acknowledgment and Agreement. Contractor shall not hold itself out to the public as an employee or member of Company, and shall only act on behalf of Company as provided in this Agreement. Neither Party shall have the power to obligate or bind the other in any manner whatsoever, except to the extent herein specifically provided. The Parties expressly acknowledge and agree that this Agreement and the relationship between the Parties do not establish a partnership, joint venture, or any other form of entity.  The Parties expressly agree not to make any claim, assertion, or statement that this Agreement or the relationship between the Parties or both constitute a partnership, joint venture, or any other form of entity under the laws of the State of Colorado, and the Parties further expressly agree to refrain from holding themselves out as partners, joint venturers, or co-owners in any manner or undertaking any action or making any claim to which a partner, joint venturer, or co-owner would be entitled under the laws of the State of Colorado with respect to this Agreement or the relationship between the Parties or both not otherwise expressly contemplated hereunder.  The acknowledgements and agreements set forth in this Section 10 will survive the termination of this Agreement.

12. Waiver. No waiver of any breach of any obligation hereunder shall operate as a waiver of any other breach or of a similar breach on a future occasion.

13. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.  Neither this Agreement nor any rights or obligations hereunder may be assigned by either Party without the consent in writing of the other Party.   Nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

14. Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.

15. Notices. Any notices given by either Party to the other under this Agreement shall be sufficient if in writing and delivered personally or by certified mail (return receipt), postage prepaid, to the other Party’s address appearing in the preamble to this Agreement.  Either Party may change its address by a written notice sent in accordance with this Section 14.  Notices delivered personally shall be presumed communicated as of actual receipt, and mailed notices shall be presumed communicated as of the date of mailing.

16. Entire Agreement. This Agreement constitutes (a) the binding agreement between the Parties, (b) represents the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, and (c) may not be modified or amended except in writing signed the Parties.

17. Non-Assignability. Contractor may not assign this Agreement without Company’s prior written consent.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of law principles thereof.  Venue for any action or dispute shall be in Denver County, Colorado.

19. Indemnity. Contractor agrees to defend, indemnify and hold the Company and its officers, directors, agents, affiliates, and employees harmless against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) (“Liabilities”) arising out of any claim, demand, proceeding, or lawsuit by a third party relating to this Agreement, and due to the Contractor’s acts or omissions.

20. Construction. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any Party. Both Parties have had an opportunity to consult with legal counsel with respect to the terms of this Agreement and, therefore, no presumptions or rules of interpretation based upon the identity of the Party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.  Section and subsection headings shall be used for reference only, and are not to be used in contract interpretation.

21. General Provisions.

1. AGREEMENT TO PERFORM SERVICES AS AN INDEPENDENT CONTRACTOR.  As recognized in Colorado Revised Statutes §§ 8-40-202 and 8-70-115 (1)(c), Company and Contractor agree that the Company will not:
   
   1. Pay the Contractor a salary, but rather a fixed hourly or contract rate;
   2. Terminate the Contractor’s services during the term of this Agreement unless the Contractor violates the terms of this Agreement or fails to produce a result that meets the specifications of this Agreement;
   3. Provide tools or benefits to the Contractor; except that materials and equipment may be supplied;
   4. Pay the Contractor individually if the Contractor is an individual; instead, the Company will make all compensation checks payable to the trade or business name under which the Contractor does business; or
2. CONTRACTOR’S SEPARATE BUSINESS.  As specified in C.R.S. §§ 8-40-202(2)(a) and 8-70-115(1)(b), the Contractor represents that the Contractor is customarily engaged in an independent trade, occupation, profession or business related to the services the Contractor will perform for the Company.  The Parties recognize and agree the Contractor will actually and customarily provide similar services to others at the same time the Contractor is providing services to the Company.  Upon the Company’s request, the Contractor will provide the Company with a list of the other persons and businesses for whom the Contractor will provide similar services at the same time the Contractor is providing services to the Company.  The Company will keep that information confidential and, without the Contractor’s prior written agreement, the Company will not use the information for any purpose other than for verifying the truth of the Contractor’s compliance with this Agreement.
3. NO UNAUTHORIZED USE OF NAMES.  The Parties agree that neither will use the other’s name in any advertisement, promotion, business card, etc. without the other Party’s prior written consent.
4. NO INSURANCE THROUGH THE COMPANY.  The Company will not include the Contractor as an insured under any policy the Company has for itself, including, without limitation, any liability, life, collision, comprehensive, health, medical, workers’ compensation or unemployment compensation insurance policy.  The Contractor must have in place on the effective date of this Agreement and must maintain during the term of this Agreement workers’ compensation insurance and unemployment compensation insurance covering each of the Contractor’s employees who provides any services to the Company or related to this Agreement (the Contractor’s “Employees”).  The Contractor will be solely responsible for managing, and, will be solely liable for any damages or award and will defend and indemnify the Company with regard to, any occupational injury claim or unemployment claim, appeal or related proceeding brought by or on behalf of any Employee of the Contractor.  The Contractor must provide proof reasonably satisfactory to the Company that the Contractor has workers’ compensation insurance and unemployment compensation insurance policies in place providing the required coverage for the Contractor’s Employees.
5. NO WITHHOLDINGS OR BENEFITS.  CONTRACTOR IS NOT ENTITLED TO WORKER’S COMPENSATION BENEFITS AND CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON MONEYS EARNED PURSUANT TO THIS AGREEMENT.  FURTHER, THE CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS OBTAINED SEPARATELY BY THE CONTRACTOR, OR THROUGH SOME ENTITY OTHER THAN THE COMPANY.  As provided in C.R.S. §§ 8-40-202 and 8-70-115, the Contractor expressly agrees that, as an independent contractor, the Contractor is not entitled to any employee benefits from the Company, including, but not limited to, any employer withholdings or liability for: taxes, FICA, Medicare or Medicaid; medical or disability insurance; vacation or leave; pension; unemployment insurance; or worker’s compensation insurance (collectively, “Employee Benefits”).

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

COMPANY: Hilary Silver Enterprises, Inc.

Name:  Hilary Silver, CEO

CONTRACTOR: