STAFFING AGENCY CONTRACT

This Independent Contractor Agreement (this "Contract") is made effective as of June 01, 2012, by and between Rothschild & Morgan Associates, ("R&M Associates"), of 440 Montgomery St., San Francisco, California 94103, and Smith Employment Agency, ("Smith Employment Agency"), of 123 Main St., Mill Valley, California 94941. 1. DESCRIPTION OF SERVICES. Beginning on June 01, 2012, Smith Employment Agency will submit to R&M Associates the names and resumes of qualified candidates ("Candidates") for the position with the skills and educational background described in the attached Exhibit (collectively, the "Services"). PAYMENT FOR SERVICES. a. For services provided by Smith Employment Agency under this Contract, Smith Employment Agency shall be compensated as below: - Temporary staff: 5% of the salary payable to the candidate/employee. per staff for period of service. - Transfer Fee: $10,000.00 shall be paid if temporary employee is taken on permanent basis - Permanent Staff: 10% of the salary payable to the candidate/employee. shall be paid for appointment of each permanent staff b. Invoices will be submitted to R&M Associates by Smith Employment Agency on a monthly basis, with payment to Smith Employment Agency to be made within 7 business days of receipt of a valid invoice. 3. SERVICE PROVIDER'S REPRESENTATIONS. Smith Employment Agency represents and warrants that Smith Employment Agency and its supplied workers have the right to perform the services under and pursuant to this Contract without violation of obligations to others, and that Smith Employment Agency and its supplied workers have the right to disclose to R&M Associates all information transmitted to R&M Associates in the performance of services under and pursuant to this Contract and Smith Employment Agency agrees that any information submitted to R&M Associates, whether patentable or not, may be used fully and freely by R&M Associates. TERM/TERMINATION. This Contract may be terminated by either party upon 60 days written notice to the other party. RELATIONSHIP OF PARTIES. It is understood by the parties that Smith Employment Agency is an independent contractor with respect to R&M Associates, and not an employee of R&M Associates. R&M Associates will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the
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benefit of Smith Employment Agency. 6. CONFIDENTIALITY. Smith Employment Agency will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Smith Employment Agency, or divulge, disclose, or communicate in any manner any information that is proprietary to R&M Associates. Smith Employment Agency will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Contract. INJURIES. Smith Employment Agency acknowledges Smith Employment Agency's obligation to obtain appropriate insurance coverage for the benefit of Smith Employment Agency (and Smith Employment Agency's employees, if any). Smith Employment Agency waives any rights to recovery from R&M Associates for any injuries that Smith Employment Agency (and/or Smith Employment Agency's employees) may sustain while performing services under this Contract and that are a result of the negligence of Smith Employment Agency or Smith Employment Agency's employees. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. APPLICABLE LAW. This Contract shall be governed by the laws of the State of California.

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PARTY CONTRACTING SERVICES: Rothschild & Morgan Associates

By: ____________________________________________________ Dorian M. Rothschild President

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STAFFING AGENCY: Smith Employment Agency

By: ____________________________________________________ Jerry Faynard President

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