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TULSANA LLC WRITER AGREEMENT Tulsana LLC provides content creation, online marketing, staffing and other services

for its customers. This contract (Agreement) confirms the terms of engagement of ________________________________________ (Consultant) as an independent contractor/consultant/freelancer/writer to Tulsana LLC. The following is agreed, acknowledged, and understood by both parties. 1. TERM This arrangement will be effective from ______________ (the Term) until terminated pursuant to the terms of this agreement. 2. RESPONSIBILITIES a. Consultants principal responsibility will be to provide (one or more than one of) keyword research, writing and editorial services to Tulsana LLC for its clients. b. Consultant will perform services diligently and competently, as is appropriate to fulfill the objectives of an assignment. 3. FEES a. Prior to the commencement of each assignment during the Term, Consultants fee for that project (per unit based) or hourly billing rate or monthly will be agreed upon by Consultant and Tulsana LLC. b. Tulsana LLC will provide a written statement of Consultants fees (per unit based of work) or hourly rate or monthly rate prior to commencing any work, otherwise, Consultants previous rate (for the same type of work) with Tulsana LLC will apply. c. Consultant will not receive any fees above this agreed amount unless such an increase is approved in advance by Tulsana LLC. d. Payment will be done twice a month. Tulsana LLC will invoice all the items on 14th and 28th of every month and within 24-72 hours it will be paid. e. Invoiced items are those items which are eligible for payment i.e. the item which is marked as either submitted or deliverable on PM_Editor Status will be invoiced and paid.
Tulsana LLC. 412 Cresent Ave Suite 35 Sunnyvale, CA 94087

2 f. The billing will be done on per unit i.e. per item basis. 4. INDEPENDENT CONTRACTOR STATUS AND INDEMNIFICATION a. Consultants services as an independent contractor/consultant will in no way cause Consultant or Consultants employees to be employees of Tulsana LLC for any purpose whatsoever, and will not entitle Consultant or Consultants employees to the benefit of any employee plans or programs, including insurance, of Tulsana LLC. b. Consultant acknowledges and warrants that as an independent contractor Consultant possesses all licenses and permits required for the performance of services under this Agreement and that such licenses and permits are in full force and effect and shall remain so throughout the term of the Agreement. c. Consultant acknowledges and warrants that as an independent contractor, Consultant will be responsible for the collection and payment of all federal, state, and local income taxes, Social security taxes Unemployment, and other payroll taxes associated with the fees Consultant receives, and that Consultant will hold Tulsana LLC harmless against any liability incurred with respect to such taxes. d. Consultant acknowledges and warrants that as an independent contractor, Consultant will be responsible for providing liability, W orkers Compensation, and state disability insurance for Consultant and Consultants employees, and that Consultant will hold Tulsana LLC harmless against any liability incurred with respect to any claims brought by Consultant, Consultants employees, or agents asserting damages compensable under Tulsana LLC insurance by reason of the claimants alleged status as an employee of Tulsana LLC. e. Consultant acknowledges and represents that Consultant holds Consultants services out to the general public as an independent contractor and makes Consultants services available to persons other than Tulsana LLC. f. In addition, because Consultant is representing to Tulsana LLC as an independent contractor and the parties believe they are creating an independent contractor relationship, if at a later date, the IRS, ITD,EDD or any other taxing authority determines Consultants classification as an independent contractor was incorrect, Consultant agrees to indemnify Tulsana LLC for all taxes, interest, and penalties paid by Tulsana LLC as a result of a reclassification of Consultants employment status. 5. CONFIDENTIALITY a. As an independent contractor, Consultant will not, at any time (whether during the Term or after termination of this Agreement), disclose any Confidential Information or trade secrets of Tulsana LLC or of any clients of Tulsana LLC,
Tulsana LLC. 412 Cresent Ave Suite 35 Sunnyvale, CA 94087

3 or utilize such confidential information for Consultants own benefit, or for the benefit of third parties, and that all memoranda, notes, records, or other documents compiled by Consultant or made available to Consultant during the Term concerning the business of Tulsana LLC and/or its clients shall be the property of Tulsana LLC or its clients, and shall be delivered to Tulsana LLC at any time upon request. b. Confidential Information includes, but is not limited to, any information relating to the research, development, online tools, products, methods of manufacture, trade secrets, business plans, customer lists, finances, and personal data related to the business of Tulsana LLC or its clients, whether acquired or developed by Consultant or during Consultants performance of this Agreement or obtained from Tulsana LLC or its clients. c. Consultant acknowledges that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury which would be difficult to ascertain and which would not be compensable by damages alone. Accordingly, Consultant agrees that Tulsana LLC has the right to injunctive relief enjoining any breach of this Agreement. d. Consultant will require each of Consultants employees and agents who work under this Agreement or who have access to Confidential Information to sign a confidentiality agreement acceptable to Tulsana LLC. 6. OWNERSHIP a. In entering this agreement, Consultant hereby grants to Tulsana LLC (or its clients, when applicable) all rights, titles, and interest in the works conceived or first produced by Tulsana LLC or its clients and any material produced by Consultant or Consultants employees under this Agreement, and Consultant agrees that such materials are works made for hire exclusively for Tulsana LLC. or its clients under the copyright laws of United States. . b. In the event that any such work shall not be a work made for hire under said copyright laws, Consultant hereby assigns to Tulsana LLC or its clients all rights, titles, and interest in such work and to execute whatever assignment of copyright or other documents whatsoever as may be required or appropriate to transfer and confirm exclusive title in such work to the copyright therein to Tulsana LLC. 7. TERMINATION This agreement may be terminated by Tulsana LLC for any or no reason, on immediate basis. Cause for termination includes, but is not limited to, violation of the covenant not to compete, violation of the confidentiality clause, any other material breach of this Agreement, or if Consultants work product is
Tulsana LLC. 412 Cresent Ave Suite 35 Sunnyvale, CA 94087

4 below the standard relative to the normal quality of work expected by Tulsana LLC. 8. CONTINUING OBLIGATIONS a. Consultant agrees to fully cooperate with Tulsana LLC at any time and supply Tulsana LLC with any documentation (including invoices, affidavits, etc.) or any other materials or information requested by Tulsana LLC to support Consultants status as an independent contractor. b. Consultant agrees not to discuss Consultants status as an independent contractor to Tulsana LLC with any federal, state, or local governmental authorities without prior consultation with Tulsana LLC. c. Consultant agrees not to submit any unemployment compensation, Workers Compensation, or similar claims with any federal, state, or local governmental authorities regarding work done under the terms of the Agreement because, as a bona fide independent contractor, Consultant does not qualify for these benefits. d. In entering this Agreement, Consultant hereby agrees to indemnify Tulsana LLC for any additional tax, interest, penalties, and other expenses imposed by any federal, state, or local governmental authority should there be a determination by such authority that Consultants status is that of an employee rather than an independent contractor. e. Consultant and Consultants employees agree to maintain all of the confidentiality obligations contained in Section 5 of this agreement. f. All obligations contained in Sections 4, 5, 6, 9, 10, 12, 13, 16, and 17. 9) ARBITRATION In the unlikely event that we have any claims against each other, we both agree to try to resolve them privately for a 60-day period. If we cannot resolve them, they will be arbitrated within 180 days by the Judicial Arbitration and Mediation Service (JAMS) or by an arbitrator we both agree upon. The arbitrators shall follow substantive California law, including Civil Procedure section 1283.05. Awards must state all findings and reasoning in writing. No punitive or emotional distress damages may be awarded. The award will be binding (no appeals) and may be enforced as a judgment in any court. The arbitrator may award reasonable attorneys fees to the prevailing party. 10. COVENANT NOT TO COMPETE During the Term and for a period of two years immediately following the termination of this agreement, Consultant shall not directly or indirectly make known to any
Tulsana LLC. 412 Cresent Ave Suite 35 Sunnyvale, CA 94087

5 person, firm, or corporation the names or addresses of any current or previous clients or consultants/service providers (editors, writers, etc.) of Tulsana LLC, or directly or indirectly call on, solicit, take away, work for, accept work from, or attempt to call on, any current or previous clients or consultants/service providers of Tulsana LLC with whom Consultant became acquainted during the Term of this Agreement. 11. DEFINITIONS a. Services. For the purposes of this Agreement, Tulsana LLC services are the research work done for identifying best suitable writing for clients products or web services. b. Client. For the purposes of this Agreement, "client" is defined as all the individuals, companies, or internal organizations at a company directly engaged with the project(s) the Independent Contractor is or was engaged in through Tulsana LLC, and that Consultant becomes acquainted with as a result of Tulsana LLC efforts to present an opportunity to Consultant. 12. OTHER SERVICES By performing the services described above for a client, Consultant may develop certain relationships with representatives of the client leading to Consultants awareness of other services offered by Tulsana LLC desired by the client. If Consultant performs such other services, or directs another consultant to perform such other services, during the period of time Consultant is performing services for a client under this Agreement and/or during a period of two years thereafter, Consultant will immediately notify Tulsana LLC and Consultant will pay Tulsana LLC the amount that Tulsana LLC would have earned if the service had been arranged by Tulsana LLC in accordance with this Agreement and in keeping with Tulsana LLC. current compensation rates. 13. NONINTERFERENCE WITH TULSANA LLC BUSINESS At Tulsana LLC discretion, or unless another agreement has been made among Consultant, Tulsana LLC, and a client (as defined in Section 11, above), Tulsana LLC reserves the right to enforce the following Noninterference clause: If while performing services or having performed services within the last 24 months under this agreement, Consultant engages in performing services directly or indirectly for the client (as defined in Section 11 above), Consultant agrees to pay Tulsana LLC one-third of the revenue from this client for two years, to reimburse Tulsana LLC for the loss of revenue incurred, and to release Consultant from this contract and other Tulsana LLC rights. 14. ACCEPTANCE CRITERION If the work done by the Consultant does not meet the acceptance criterion of Tulsana LLC, or the client, Tulsana LLC may return the documents in error, or
Tulsana LLC. 412 Cresent Ave Suite 35 Sunnyvale, CA 94087

6 the entire batch if the errors were determined by sampling from a batch, for rework by the Consultant. Consultant will rework the documents in question at no additional charge on priority basis and resubmit the corrected documents within one week. 15. Consultant shall ensure that any personnel who perform Services under this Agreement have entered into written agreements with Consultant which secure for Tulsana LLC. and its clients all the rights specified in this Agreement and perform all actions specified in this Agreement. 16. INDEMNIFICATION Consultant agrees to defend, indemnify and hold Tulsana LLC. and its clients harmless from any and all claims, damages, liability, attorneys fees and expenses on account of (i) an alleged failure by Consultant to satisfy any such obligations or any other obligation (under this Agreement or otherwise), (ii) Work Product, or (iii) any breach by Consultant of any covenant, representation or warranty contained in this Agreement. If Consultant is a corporation, it will ensure that its employees and agents are bound in writing to Consultants obligations under this Agreement. 17. ASSIGNMENT This Agreement and the services contemplated by this Agreement are personal to Consultant and Consultant shall not have the right or ability to assign, or transfer any obligations under this Agreement without the written consent of Tulsana LLC Any attempt to do so shall be void. In the event Consultant engages a subcontractor to perform any of its obligations under this Agreement, Consultant agrees to remain fully responsible for all actions and omissions of any such subcontractor, including the subcontractor compliance with this Agreement. Agreed and Accepted.

____________________________________ __________________ Independent Contractor/Consultant Signature Date

____________________________________ Tax ID or Social Security Number

Tulsana LLC ____________________________________ __________________ Deepak Goyal, Vice-President, Content Date


Tulsana LLC. 412 Cresent Ave Suite 35 Sunnyvale, CA 94087

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