INDEPENDENT CONTACTOR’S AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) dated as of

02 / 06 / 2020
_______________, ("Effective Date") is made by and between RARA SOLUTIONS, LLC D/B/A
iRACOM, a logistics company that specializes in brokering freight located 1320 Main Street
(Suite 300), Columbia, South Carolina 29201, (the “Company”) and
_____________________________
Ma Fatima Abalos (the “Contractor”).

In consideration of the foregoing, the mutual covenants contained herein, and

other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:

The parties desire that Contractor shall provide certain services from time to time as an
independent contractor for the Company.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Contractor will provide certain services on an

independent contractor basis as mutually agreed to by Company and Contractor from
time to time (the "Services"), which Services include without limitation and the following:
communicate with shippers/carriers, clerical work, dispatching trucks, search & find
customers (shippers), train counterparts, participate on conference & training calls,
recruit new agents, recruiting carriers via social media, in-person & cold calling, post to
freight exchanges (load boards) and etc.

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be

performed and the specific hours to be worked by Contractor shall be determined by
Contractor, provided that the type of Services and general timeframes in which those
Services are to be performed shall be mutually agreed to by Contractor and Company
from time to time. All contractors will need a headset, laptop/desktop, mobile phone,
and internet access.

Contractor agrees to work as many hours as may be reasonably necessary to fulfill

Contractor’s obligations under this Agreement.

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3. PAYMENT. Contractor will be fully responsible for his/her own federal, state and
local taxes as well as Medicare and any social security tax for which s/he is liable.

Contractor represents that he/she is an independent contractor under the laws of the
United States and the common law and acknowledges that Company is relying upon
this representation. It is understood that Contractor maintains an independent business
and subject to the provisions of this Agreement.

Please see Annex A for additional pay information.

4. TERM/TERMINATION. This Agreement may be terminated by either party by

providing thirty days' notice to the other party. Company may suspend this agreement if
the Contractor is not meeting the weekly minimum requirements (booking loads, and
shipper/carrier entries).

5. RELATIONSHIP OF PARTIES. It is understood by the parties that Contractor is an

independent contractor with respect to Company, and not an employee of Company.
Company will not provide fringe benefits, including health insurance benefits, paid
vacation, 401K plans, pension plans or any other employee benefit, for the benefit of
Contractor.

6. ARBITRATION. Any and all disputes concerning this agreement, fees or invoices
are subject to final and binding arbitration, at the initiating party’s sole discretion. The
cost of arbitration and collection shall be paid by Contractor.

7. SUCCESSORS; BINDING AGREEMENT. The rights and obligations of this Agreement

shall bind and inure to the benefit of the surviving Company in any merger or
consolidation in which Company is a party, or any assignee of all or substantially all of
Company's properties. Contractor's rights and obligations under this Agreement may not
be assigned by Contractor, except that Contractor’s right to receive accrued but unpaid
compensation, and other rights, if any, provided under this Agreement which survive
termination of this Agreement shall pass after death to the personal representatives of
Contractor’s estate.

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8. PROTECTION OF OTHER CONFIDENTIAL INFORMATION. In addition, Contractor
agrees to maintain in strict confidence and, except as necessary to perform
Contractor’s duties for Company not to use or disclose any Confidential Business
Information of the Company. “Confidential Business Information” shall mean any
internal, non-public information (other than Trade Secrets already addressed above)
concerning Company’s financial position and results of operations (including revenues,
assets, net income, etc.); annual and long-range business plans; product or service
plans; marketing plans and methods; training, educational and administrative manuals;
customer and supplier information and purchase histories; and Contractor lists, but
excludes any information already properly in the public domain.

9. PERFORMANCE MONITORING. Company shall have the right, to conduct

performance audits via Contractor’s electronic device(s). Contractor consents to such
monitoring as long as Company only conducts such audits when the Contractor is
signed in via iSISO (Company’s Sign In Sign Out Database).

10. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by certified mail, return
receipt requested, postage prepaid, addressed to the respective addresses last given
by each party to the other. All notices and communications shall be deemed to have
been received on the date of delivery thereof.

11. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of South Carolina without giving
effect to the conflicts of laws principles thereof. Any action brought by any party to this
Agreement shall be brought and maintained in a court of competent jurisdiction in the
State of South Carolina.

12. NON-WAIVER. Failure of Contractor or Company to enforce any of the provisions

of this Agreement or any rights with respect thereto shall in no way be considered to be
a waiver of such provisions or rights, or in any way affect the validity of this Agreement.

13. SAVING CLAUSE. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision or clause of this
Agreement, or portion thereof, shall be held by any court or other tribunal of
competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the
remainder of such provision shall not be thereby affected and shall be given full effect,
without regard to the invalid portion. It is the intention of the parties that, if any court
construes any provision or clause of this Agreement, or any portion thereof, to be illegal,
void, or unenforceable because of the duration of such provision or the area or matter

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covered thereby, such court shall reduce the duration, area, or matter of such
provision, and, in its reduced form, such provision shall then be enforceable and shall
be enforced.

14. CONSIDERATION. Contractor acknowledges and agrees that substantial

consideration has been given to the Contractor by the Company in return for the
promises of the Contractor set forth herein, including, but not limited to, the
commissions and other benefits described in this Agreement.

15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between
the parties hereto and supersedes all prior agreements, understandings and
arrangements, oral or written, between the parties hereto with respect to the subject
matter hereof. This Agreement may be modified only by an agreement in writing
signed by all of the parties.

16. COUNTERPARTS. This Agreement may be executed in one or more counterparts,

each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

17. NON-COMPETE. Throughout the duration of this agreement Contractor shall not,
in any manner, represent, provide services or engage in any aspects of business that
would be deemed similar in nature to the business of logistics company, supply chain
management, dispatch services, and/or agent services without the written consent of
Company.

The recipient warrants and guarantees that throughout the duration of this agreement
and for a period not to exceed two years following the culmination, completion or
termination of this agreement, that s/he shall not directly or indirectly engage in any
business that would be considered similar in nature to with Company, its subsidiaries,
and any current or former clients and/or customers within a 150 mile radius of any place
of business that is associated with a client. Nor shall Contractor solicit any client,
customer, officer, staff or employee for the benefit of himself/herself or a third party that
is or may be engaged in a similar business.

18. INJUNCTIVE RELIEF. Contractor herein acknowledges (i) the unique nature of the
protections and provisions established and contained within this Agreement, (ii) that the
Company shall suffer irreparable harm if Contractor should breach any of said
protections or provisions, and (iii) that monetary damages would be inadequate to
compensate Company for said breach. Therefore, should Contractor cause a breach
of nay of the provisions contained within this Agreement, and then Company shall be
entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce
said provisions.

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 Annex: Payment for Service(s)
Overview

A. Summary

Contractor shall complete a Daily Performance Report (D.P.R) form

everyday (including days s/he does not work), submit invoices for all
transactions in which Contractor shall be paid, and submit an APAY
submission in order to receive pay. All invoices must be submitted by
Thursday by 5 PM Eastern Standard Time to receive pay for the same week.

B. Inbound call(s)/email(s) from carriers striving to book a load with iRACOM

Contractor shall be paid for loads they assigned to carriers according to

the 1.1.2.2.2.2.3 Pay Platform:

First Load: Contractor shall be paid 10% gross of iRACOM’s earnings.

Second Load: Contractor shall be paid 10% gross of iRACOM’s earnings.

Third Load: Contractor shall be paid 20% gross of iRACOM’s earnings.

Fourth Load: Contractor shall be paid 20% gross of iRACOM’s earnings.

Fifth Load: Contractor shall be paid 20% gross of iRACOM’s earnings.

Sixth Load: Contractor shall be paid 20% gross of iRACOM’s earnings.

Seventh Load & Every Load After: Contractor shall be paid 30% gross of
iRACOM’s earnings.

C. Shippers

Contractor shall be paid $10 for every load that is successfully delivered for
the shipper(s) they recruited for the iRACOM shipper’s network.

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 D. Compliance

Contractor shall be paid $10 for every load they are assigned to as a
“compliance officer”. Compliance officers includes vetting carriers, check
calls, and ensuring the carrier submits all the proper paperwork (MC
Authority letter, Certificate of Insurance, signed W9, signed rate
confirmation, signed B.O.L/P.O.D and other required paper work per the
shipper’s and/or iRACOM’s request).

E. Recruiting

Contractor shall be paid $5 every time one of their recruit’s

shipper(s)/carrier(s) successfully does business with iRACOM.

F. Carrier

Contractor shall receive $10 every time a carrier they recruited for the
iRACOM carrier network books a load with iRACOM.

G. Bonuses (Special Campaigns)

Please note that Contractor will have the unique opportunity throughout
the year to receive bonuses via special campaigns. Special campaigns will
be announced via conference calls and emails with specific information
about the campaign including but not limited to the duration of the
campaign, requirements, and pay information.

H. Important

In order for the Contractor to be paid the load must successfully be

delivered without any damages & delay. If there is any damage or delay
associated with the load, the Contractor could see a pay reduction for
that specific load. In addition, the Company must be paid before
Contractor can receive pay.

I. Suspension/Termination

Contractor shall not receive any pay if his/her contract is suspended or

terminated.

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 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its seal to be affixed
hereunto by its officers thereunto duly authorized, and the Contractor has signed and sealed this Agreement,
effective as of the date first above written.

COMPANY:

ATTEST:

By: ______________________________ By: ___________________________

Name: ______________________________ Name: ___________________________

CONTRACTOR:

ATTEST:

By: ______________________________ By: ____________________________

Name: ______________________________ Ma Fatima Abalos

Name: ____________________________

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Form
(Rev. October 2018)
W-9 Request for Taxpayer
Identification Number and Certification
Give Form to the
requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ▶ Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

na
2 Business name/disregarded entity name, if different from above
See Specific Instructions on page 3.

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to
following seven boxes. certain entities, not individuals; see
instructions on page 3):
Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate
single-member LLC Exempt payee code (if any)
Print or type.

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
Other (see instructions) ▶ (Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)

na
6 City, state, and ZIP code

na
7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other – –
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
–

Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Signature of
Here U.S. person ▶ Date ▶
02 / 06 / 2020

General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross
noted. proceeds)
Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other
related to Form W-9 and its instructions, such as legislation enacted transactions by brokers)
after they were published, go to www.irs.gov/FormW9.
• Form 1099-S (proceeds from real estate transactions)
Purpose of Form • Form 1099-K (merchant card and third party network transactions)
An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T (tuition)
identification number (TIN) which may be your social security number • Form 1099-C (canceled debt)
(SSN), individual taxpayer identification number (ITIN), adoption
• Form 1099-A (acquisition or abandonment of secured property)
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident
amount reportable on an information return. Examples of information alien), to provide your correct TIN.
returns include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might
• Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding,
later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)

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 Audit Trail

Title
i-RA-COM's - I.C.A (Freight Agent)
File Name
i-RA-COM's ...t (7.0).pdf and 1 other
Document ID
110f73d31a631b6e606e7a1b089f4fc14756d2b9
Audit Trail Date Format
MM / DD / YYYY
Status Completed

02 / 07 / 2020 Viewed by - (abariafatima27@gmail.com)

02:16:33 UTC IP: 49.149.141.204

02 / 07 / 2020 Signed by - (abariafatima27@gmail.com)

02:40:17 UTC IP: 49.149.141.204

02 / 07 / 2020 The document has been completed.

02:40:17 UTC