INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made between EDEURO (the “Company”), and the Freelancer, for the purpose of setting forth the exclusive terms and conditions by which EDEURO desires to acquire Freelancer’s services.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

1. Services.  Company retains Freelancer, and Freelancer agrees to perform for EDEURO, certain services set forth in Exhibit A to this Agreement (the “Services”).

2. Consideration / Compensation:

(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to EDEURO (as determined by EDEURO), EDEURO shall provide Freelancer, as full and complete compensation the sum of 5000 KRW to be paid at the completion of the Services.  

(b) Freelancer is not entitled to receive any other compensation or any benefits from EDEURO. Except as otherwise required by law, EDEURO shall not withhold any sums or payments made to Freelancer for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Freelancer’s responsibility. Freelancer further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.

3. Nondisclosure:

(a) Freelancer acknowledges that the Confidential Information is the EDEURO’s sole, exclusive and extremely valuable property. Accordingly, Freelancer agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to Company employees and Freelancer Employees who need to know such Confidential Information in order to perform the Services.

4. Indemnification / Release: 

(a) Freelancer agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless EDEURO, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of Freelancer or any Freelancer Employee in the performance or failure to fulfill any Services or obligations under this Agreement.

5. Termination: 

This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon 14 business days written notice.  

6. Independent Contractor:  

(a) EDEURO and Freelancer expressly agree and understand that Freelancer is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Freelancer acknowledges that Freelancer and Freelancer’s Employees are not eligible for any EDEURO benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Freelancer is not the agent of EDEURO and is not authorized and shall not have the power or authority to bind EDEURO or incur any liability or obligation, or act on behalf of EDEURO. At no time shall Freelancer represent that it is an agent of the Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the Company.

(b) Freelancer is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. Freelancer shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

7. General:

(a) This Agreement does not create an obligation on EDEURO to continue to retain Freelancer beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.  

EXHIBIT A

INDEPENDENT CONSULTANT AGREEMENT SCOPE OF SERVICES

EDEURO hereby retains Freelancer, and Freelancer hereby agrees to perform for EDEURO, certain services, including, but not limited to the following:

Goals of Tutoring:  The goals of tutoring are to determine the areas of student difficulties, improve student competence in these areas, to help students become independent learners, and to build upon the success of the student, thus improving and building upon the student’s confidence and self-esteem.

These Goals Are Reached By: allowing students opportunities for practice, reviewing assignments and assessments to determine the areas of need and strength, and helping the student review and preview classroom material, as needed.

Student Expectations:  To be on time and attend tutoring sessions as scheduled, to give the tutor a minimum of 24 hour advance notice if unable to attend the session as scheduled, to have all necessary resources and materials to each session, and to actively participate in each session, asking questions as needed.

Tutor Responsibilities:  The tutor will initiate each ‘VT’ call on time for each tutoring session and will give the student a minimum of 24 hours advance notice if unable to attend the scheduled session, will assist students in determining areas of student need, and will have lessons planned in advance of each session.

Payment:  The agreed-upon payment (5,000 KRW / 10 min ‘VT’ call) for monthly ‘VT’ phone sessions are due in full on or before the 12th of each month.  Payment will be made by bank transfer or made by Naver Pay via Naver booking platform.  

Additional Considerations:  Students are to attend each ‘VT’ phone class at the agreed-upon times.  If the student is not responding to the ‘VT’ calls on the agreed times, the tutoring session will still end as scheduled, with total payment due.

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