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Independent Contractor Agreement:

comScore ("comScore") offers to contract with you ("Contractor") as a non-exclusive "mystery shopper," in accordance with the terms and conditions set forth in this Agreement. comScore and Contractor agree as follows:

Section 1. Scope of Work

a. For each job, Contractor will render the following services:

  1. Visit a specified location of a client of comScore as a customer of the client and the specified product or service;
  2. Observe and evaluate this specified product or service;
  3. Provide an objective, factual, and detailed written report about observations and interactions on a comScore-approved form; and
  4. Timely submit a written report to comScore by e-mail or facsimile as requested by comScore.

b. comScore will offer Contractor jobs on an as-needed basis. For each job, comScore will inform Contractor of the comScore client location and the specified product or service. For jobs Contractor agrees to accept, Contractor will promptly confirm by e-mail or facsimile that Contractor received the job and that Contractor will complete the job by the specified due date. Contractor will at no time divulge to comScore’s client’s personnel that Contractor's activities were requested by comScore.

c. Contractor is under no obligation to accept any job, and comScore is under no obligation to offer Contractor any job. Contractor will not accept a job if Contractor is an immediate family member, employee, or ex-employee of the comScore client specified in the job proposal. If Contractor decides not to accept a job, Contractor will promptly notify comScore by e-mail or facsimile that Contractor will not perform the job.

d. comScore reserves the right to engage others to provide similar and/or identical services in the same geographical area and/or same stores without obligation to Contractor.

Section 2. Term

The term of this Agreement will commence on the date this Agreement is executed by Contractor and will continue until the date either Contractor or comScore sends written or electronic notice to the other party of its intent to terminate this Agreement.

Section 3. Payment

For services under this Agreement, comScore will pay Contractor the amount stated in the job proposal provided to Contractor by comScore, or as otherwise agreed in advance by Contractor and comScore. Payment for each job will be made within 45 days after comScore receives Contractor’s completed job report.

Section 4. Relationship of the Parties

a. Contractor is an independent contractor and not an agent or employee of comScore. Nothing in this Agreement or otherwise will be construed as making Contractor an agent, an employee, or a representative of comScore for any purpose. Contractor is not authorized to transact business, incur obligations, sell goods or services, receive payments, solicit orders, or create obligations of any kind, express or implied, on behalf of comScore or to bind comScore in any way whatsoever or to make any promise, warranty, or representation on behalf of comScore, except as expressly authorized in writing by comScore.

b. Contractor represents and warrants that Contractor is engaged in the business of performing services identical or similar to those specified in this agreement. Contractor will use Contractor’s own equipment and time to perform each job under this Agreement. comScore has no right to and will not control or direct the manner or means by which Contractor performs the services specified in this Agreement.

c. Contractor is not employed in the video business, is not related to an owner or operator of a video store or is not related to a previous comScore retailer.

d. Contractor is free to provide similar services to those specified in this Agreement, and Contractor hereby represents and warrants that Contractor holds Contractor out to provide such services, to other persons or entities.

e. During the term of this Agreement, Contractor will maintain any business registration or license required by law for Contractor to perform the services specified in this Agreement as an independent contractor. At any time, upon request by comScore, Contractor will submit to comScore proof acceptable to comScore of such registration or license.

f. Contractor acknowledges that Contractor does not intend to be treated as an employee of comScore for any purpose. Contractor has no rights to any employee benefits of comScore. comScore will not withhold, deduct, or pay any federal, state, or local income taxes or social security contributions of any kind from any payment made to Contractor under this Agreement. Contractor is solely responsible for paying all taxes and contributions required by law related to payments to Contractor under this Agreement. If payments to Contractor under this Agreement exceed the sum of Five Hundred Ninety-Nine Dollars ($599) in any calendar year, comScore will send Contractor an IRS Form 1099.

Section 5. Hold Harmless and Indemnity

a. Contractor will indemnify and hold comScore and its shareholders, directors, officers, employees, and agents harmless from and against any and all claims or liability asserted by any third party that results from or arises out of any act or omission of Contractor while on the property of any client of comScore or while traveling to or from or while otherwise performing any job under this Agreement. Contractor will maintain liability insurance covering Contractor’s performance of services under this Agreement. At any time, upon request of comScore, Contractor will submit to comScore proof acceptable to comScore of such insurance. Contractor will further notify comScore immediately of any substantial modification or cancellation of such insurance. In defending or settling a claim for which Contractor is required to indemnify and hold comScore harmless under this Agreement, comScore will have the right to choose its own legal counsel for which Contractor will be liable for all reasonable fees and costs.

b. Contractor will indemnify and hold comScore and its shareholders, directors, officers, employees, and agents harmless from and against any and all claims or liability (including without limitation any taxes, penalties, interest, costs, or attorney fees) resulting from an audit, inquiry, or claim from any local, state, or federal taxing or other authority resulting in a finding of any of the following:

  1. A failure to collect, withhold, or pay any federal, state, or local income taxes or social security contributions required to be withheld or otherwise paid from the fees paid to Contractor under this Agreement to any applicable local, state, or federal agency or taxing authority for Contractor or for any employees of Contractor; or
  2. A failure to pay or otherwise provide to Contractor or any employees of Contractor as part of or in addition to the fee for services rendered under this Agreement any benefits, contributions, or conditions as may be required under any state, federal, or local law or regulation, including without limitation, unemployment insurance or workers’ compensation insurance.

c. Contractor will maintain in force any workers’ compensation and unemployment insurance required by law and will at any time, upon request of comScore, provide to comScore proof acceptable to comScore of such insurance. Contractor will further notify comScore immediately of any substantial modification or cancellation of such insurance.

Section 6. Trade Secrets and Proprietary Information

a. Contractor acknowledges that information concerning comScore’s test shopping and research services and techniques, including the names and addresses of comScore's customers and their stores, the amount of sales, the types of products, projected market needs, market habits, and conclusions of Contractor's job reports under this Agreement (collectively "Confidential Information") is of great value to comScore, would be of great value to competitors of comScore, is not generally known, has been developed through substantial effort and substantial expenditure of money, and could not be properly acquired or duplicated by others without considerable difficulty. Accordingly, Contractor acknowledges that any such information is confidential business information of comScore. Contractor will not, during or after the term of this Agreement, disclose any Confidential Information or use any Confidential Information, except as necessary for the purposes of Contractor's performance under this Agreement.

b. Contractor will not to duplicate or disseminate any comScore materials.

c. "comScore" is a trademark of comScore. Contractor will not display or use in any manner the comScore mark or any other related logos, service marks, and products without the prior written consent of comScore.

Section 7. Miscellaneous

a. If any action is brought to enforce this Agreement or any provision of it or for damages for the breach of any of the terms of this Agreement, the prevailing party will be entitled to recover from the other party, at trial and on any appeal, its reasonable attorney fees incurred therein. This Agreement is and will be deemed accepted in Oregon and interpreted and enforced in accordance with the laws of the State of Oregon applicable to contracts to be made and to be performed entirely within this state. Jurisdiction for any action brought relating to this Agreement will be in the Circuit Court for the County of Multnomah, State of Oregon, or the U.S. District Court, District of Oregon.

b. Should any term or provision of this Agreement be held to be unenforceable as illegal or against public policy, that term will be considered severed from the rest of this Agreement and the remaining portions of this Agreement will not be affected. The rights and obligations of Contractor and comScore will be construed and determined, if possible, as if this Agreement did not contain the provision or term held to be invalid. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. This Agreement may be modified only by a writing signed by both parties. Nothing in this Agreement creates a franchise relationship, fiduciary relationship, joint venture, or partnership relationship.

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