Independent Shopper Agreement between Confero, Inc. (Confero) and Shopper. Confero provides service evaluations (mystery shops) for its clients and periodically retains Shoppers to assist in certain specific evaluations. Shopper agrees to provide such assistance to Confero on the terms below.

1. Relationship: Shopper is an independent contractor and is responsible for the conduct of his/her assignment and/or business in compliance with all applicable laws. Shopper agrees that:

 a) Shopper will prepare fully for each assignment according to written and verbal guidelines provided by Confero. While performing an assignment, Shopper will devote full attention to the assignment and conduct him/herself in a professional manner.

 b) Shopper will indemnify and hold Confero harmless for any third party liability arising out of shopper's conduct of his/her assignment and/or business.

 c) Shopper is responsible for payment of any federal, state or other taxes on any fees earned for services provided to Confero. Confero will transmit a 1099 Miscellaneous Income form to Shopper and to appropriate agencies if Shopper's combined fees earned in a calendar year warrant the filing of such documents as required by law. Shopper will maintain his/her own records for tax purposes.

 d) Shopper is not an employee of Confero or of Confero's Clients. Shopper has no authority to and may not accept orders for, bind, or obligate Confero or its Clients in any way. Shopper has no authority to and may not solicit client business or recruit other independent shoppers for Confero unless specifically authorized by Confero to do so. Shopper understands that at no time will Shopper be recognized by Confero as an employee.

 e) Shopper understands that conducting mystery shopping assignments requires that the Shopper listen for required information, look for required information and move through the assigned location to assess all aspects of a the customer experience as required for the mystery shop assignment. Shopper affirms that he or she possesses sufficient hearing, vision and mobility to conduct such mystery shopping assignments.

 f) As an Independent Contractor, Shopper will maintain appropriate insurance on any vehicle that he or she uses to drive to and from any mystery shopping assignment for Confero.

2. Services. Confero may offer Shopper occasional evaluation assignments and further agrees:

 a) Shopper may accept or reject any such assignment and

 b) Shopper is free to engage in any other activities Shopper desires when not engaged on an assignment for Confero. Likewise, Confero has no obligation to contact Shopper about available assignments.

3. Fees and Reimbursements. Confero and Shopper will agree in advance on a fee and/or expense reimbursement amount. Confero will pay that fee and/or reimbursement within 30 days of Confero's receipt of the Shopper's completed assignment report and any required supporting documents, such as receipts. Shopper will provide the original expense receipt with the completed assignment report, if required for the assignment. Confero will not pay a fee or reimbursement to Shopper if the assignment report is incomplete or if required supporting documentation, such as receipts, are not provided on a timely basis. Timeliness requirements are stated in the guidelines for each individual project. Most assignments require reporting within 24 hours of the mystery shop visit.

4. Term of Agreement. This agreement commences upon Shopper acceptance of his or her first Confero mystery shop assignment. Either party may terminate this agreement at any time with or without cause by giving thirty days' written notice to the other party.

5. Restrictive Covenant. Shopper may provide independent shopper services to other shopping companies which compete with Confero. However, for two years after acceptance of any assignment for Confero, Shopper will not engage in, own an interest in, manage, control, become employed by, represent, participate in or be connected to the management or control of any business which provides mystery shopping services or competes with Confero; or attempt to influence Confero Clients to place their business with any other individual or business.

6. Confidentiality. Shopper will not reveal or show to any outside party the nature and method of the evaluation assignment, the questionnaire used for the evaluation assignment, the location(s) shopper was assigned to evaluate, the name of the businesses the shopper evaluated, the frequency the shopper was called about assignments, or the guidelines shopper was given about any evaluation assignment. In providing services to Confero, Shopper acknowledges that he/she will have access to and knowledge of information of a confidential nature and agrees that he/she will not disclose this information to any individual or business entity. Any information not generally available to the public shall be construed as confidential for purposes of this agreement.

6. Privacy. Confero will not reveal Shopper's identity to anyone, including Clients. Confero agrees not to sell, distribute, or in any way make Shopper's Profile information or identity available to any third party, including Confero's Clients, without specific permission. Confero's Privacy Policy may be viewed at: http://www.conferoinc.com/conferoinc/shoppers/PrivacyPolicy.htm This policy meets all standards of the Better Business Bureau Online Reliability Program.

7. Email. Shopper agrees to receive emails from Confero for the purpose of receiving offers for mystery shopping assignments, updates about assignment with Confero and correspondence from Confero's shopping report quality review staff. Shopper understands and agrees that these email notices and correspondence do not constitute email spam.

8. Confero Property. Shopper agrees that all records, reports, and other documents relating to Confero's business, which Shopper shall use during a shopping assignment, shall remain the sole property of Confero. Upon termination of this agreement by either party, Shopper will promptly return to Confero originals and all copies of such materials and documents.

9. Breach of Contract. Confero shall be entitled to a preliminary injunction restraining Shopper from a breach or threatened breach: provided, however, that nothing herein shall be construed as prohibiting Confero from pursuing any other remedies available for a breach or threatened breach, including recovery of damages from Shopper.

10. Assignment. This Agreement may not be assigned or transferred to any person or business entity without prior written approval of a Confero corporate officer.
This Agreement contains the entire agreement of the parties, may only be amended by the parties and shall be governed by the laws of the State of North Carolina.

11. Fraud. Shopper understands that the information provided in Shopper's Confero Mystery Shopper Online Application will be used to determine Shopper's eligibility for consideration for mystery shopping assignments. Failure to provide accurate, complete information on this application form constitutes fraud, which may cause harm to Confero and/or its clients and for which Confero will pursue all appropriate and available legal remedies.

Shopper's application to mystery shop for Confero indicates his or her acceptance of this Agreement.