AGREEMENT WITH INDEPENDENT CONTRACTOR

THIS AGREEMENT is entered into by and between LASER ENTERPRISE,INC.

(“LASER”), a Maryland limited liability company with its principal place of business in
Greenbelt, Maryland , and FIRST TO PAINTING (“Contractor”), a
LLC (BUSINESS TYPE; ex: LLC, INC, DBA), with its
principal place of business in ALEXANDRA County, VIRGINIA (STATE), and is effective as of
the date last signed by Laser or Customer below.
WHEREAS, Laser and Contractor desire and agree to enter into this Agreement whereby
Contractor will render certain work, services, labor and/or materials to and for thebenefit of
Laser and Laser shall pay Contractor for such work, services, labor and/or materials.
NOW, THEREFORE, for and in consideration of the mutual covenants described below
and other good and valuable consideration, the receipt and sufficiency of which is acknowledged,
Laser and Contractor contract, covenant and agree as follows:
1. THE WORK. Contractor agrees to render and provide work, services, labor and/ or
materials (“Work”) in accordance with the specifications attached as Exhibit A and incorporated
by reference. If Contractor subcontracts any Work, Contractor's subcontract shall expressly
incorporate the terms of this Agreement and its attached Exhibits.
2. PAYMENT. In exchange for Contractor's compliance with the terms of this
Agreement and upon documented completion of Work, Laser agrees to pay Contractor in
accordance with the Payment Schedule attached as Exhibit B.
3. INDEPENDENT CONTRACTOR. Contractor will at all times be an independent
contractor of Preferred. Contractor agrees that it is not and will not be subject to controlby
Laser or the customer of Laser for whom the Work is being provided (“Laser Customer”).
Contractor is not, and is never to be, an agent or employee of Laser, and Contractor shall have
no authority to pledge, bind, or obligate Laser in any manner or for any purpose. Laser has no right
to and shall not require or confine Contractor’s activities to any particular type of customer,
territory, or type of business. Laser retains the right to require that Contractor use certain materials
be used in the Work, that the Contractor's Work be provided to the satisfaction of Laser's Customer,
and to ensure that the Work is completed and satisfactory to Laser and Laser’s Customer. All
Contractor personnel assigned to provide the Work
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shall at all times be employees of Contractor for Federal Tax, wage and hour, and all other purposes.
Personnel assigned by Contractor to perform the Work are not employees of Laser or Laser’s
Customer, and Contractor assumes full responsibility for their acts and omissions. Contractor shall
be solely responsible for the payment of compensation for Contractor’s employees, and such
employees shall be informed that they are not entitled to compensation from Laser or to any of
Laser’s employee benefits. Contractor shall be solely responsible for the payment of workers’
compensation, disability benefits, unemployment insurance, and any other benefits of
employment required by law. Contractor accept full responsibility for withholding or paying
employment-related taxes for any Contractor employee. In the event that any Federal, State or local
government agency, any court or any other applicable entity determines that the Contractor
personnel are employees of Laser for any purpose or that Laser is liable for payingthe wages or
benefits of Contractor's employees, Contractor agrees to indemnify and hold Laser harmless from
all liabilities, costs and expenses (including, but not limited to, reasonable attorney’s fees)
associated with such determination.
4. TIME FOR PERFORMANCE. Contractor acknowledges that TIME IS OF THE
ESSENCE in this Agreement and agrees that all Work shall be completed pursuant to the timetable
set out in Exhibit B, which is attached and incorporated herein by reference. Contractor shall use
its best efforts to ensure against any failure to meet any established deadlines or scheduled
completion dates. If Contractor fails to complete or provide all of the Work prior to the date
specified in Exhibit B, Contractor agrees that Laser shall have the right to procure the services of
one or more other contractors to complete or provide such Work and that Laser shall have the
right to set off and deduct the cost and charges of such other contractors from the amounts
owed to Contractor pursuant to this Agreement.
5. INDEMNIFICATION. Contractor does hereby for itself and its heirs, executors,
administrators, officers, employees, subcontractors, successors, and assigns, agree to indemnify
and save and hold harmless Laser and Laser 's Customers, heirs, executors, administrators, agents,
employees, successors and assigns from any and all claims, demands, actions, causes of action,
suits at law or in equity, damages, costs, expenses, and losses of any kind or nature
whatsoever, whether now known or unknown, which may not exist or which may hereafter arise
out of or from the Work to be rendered and provided by Contractor, its employees or its
subcontractors to or for the benefit of Laser . Contractor agrees to indemnify and hold harmless

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Laser , its officers, directors, employees, representatives, Laser 's Customers and agents, from any
and all grievances, charges, employment contracts, lawsuits, legal actions, or claims of any nature,
known or unknown, which have been or may be brought against Contractor or Laser and
which may be related to any activities performed by the Contractor pursuant to this Agreement,
including but not limited to any legal actions regarding workplace discrimination, harassment,
retaliation or wrongful discharge under federal or state law, and any claim under the applicable
state’s Workers’ Compensation Act. Contractor further acknowledges that he, she or it shall be
solely responsible and liable for providing medical treatment for workplace injuriesand workers’
compensation insurance for all Contractor's workers and supervisors employed or retained by
Contractor in order to perform obligations pursuant to this Agreement. Contractor further
agrees to indemnify and hold harmless Preferred, its officers, directors, employees,
representatives, agents and insurance carriers, from any and all claims pursuant to such workers’
compensation coverage. Contractor further agrees to indemnify and hold harmless Laser to the
extent Laser has to pay fees and/or costs, including, but not limited to, attorney's fees and litigation
costs, associated with any claim made by a person injured by or in relation to any Work performed
by Contractor pursuant to this Agreement, whether the injured person is a customer or employee
or invitee of Laser ’s Customer. Contractor further agrees to indemnify and hold harmless Laser
’s Customer to the extent Laser ’s Customer has to pay fees and/or costs, including, but not
limited to, attorney's fees and litigation costs, associated with any claim made by a person injured
by or in relation to any Work performed by Contractor’s employees.
In the event that Contractor subcontracts any Work, the individual and/or entity Contractor
subcontracts with ("Subcontractor") shall for itself, and its heirs, executors, administrators,
officers, employees, subcontractors, successors, and assigns, agree to indemnify and save and hold
harmless Laser and Laser 's Customers, heirs, executors, administrators, agents, employees,
successors and assigns from any and all claims, demands, actions, causes of action, suits at law or
in equity, damages, costs, expenses, and losses of any kind or nature whatsoever, whether now
known or unknown which may not exist or which may hereafter arise out of or from the Work to
be rendered and provided by Subcontractor or its subcontractors to or for the benefit of Laser .
Subcontractor hereby indemnifies and holds harmless Preferred, its officers, directors, employees,
representatives, Laser 's Customers and agents, from any and all grievances, charges,
employment contracts, lawsuits, legal actions, or claims of any nature, known or unknown, which

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have been or may be brought against the Subcontractor or Laser and which may be related to any
activities performed by the Subcontractor pursuant to this Agreement, including but not
limited to any legal actions regarding workplace discrimination, harassment, retaliation or
wrongful discharge under federal or state law, and any claim under the applicable state’s Workers’
Compensation Act. Subcontractor further acknowledges that he, she orit shall be solely
responsible and liable for providing medical treatment for workplace injuries and workers’
compensation insurance for all Subcontractor's workers and supervisors employed or retained by
Subcontractor in order to perform obligations pursuant to this Agreement. Subcontractor further
agrees to indemnify and hold harmless Laser , its officers, directors, employees,
representatives, agents and insurance carriers, from any and all claims pursuant to such workers’
compensation coverage. Subcontractor further agrees toindemnify and hold harmless Laser to the
extent Laser has to pay fees and/or costs, including, but not limited to, attorney's fees and litigation
costs, associated with any claim made by a person injured by or in relation to any Work performed
by Subcontractor pursuant to this Agreement, whether the injured person is a customer or
employee or invitee of Laser ’s Customer. Subcontractor further agrees to indemnify and hold
harmless Laser ’s Customer to the extent Laser ’s Customer has to pay fees and/or costs, including,
but not limited to, attorney's fees and litigation costs, associated with any claim made by a person
injured by or in relationto any Work performed by Contractor’s employees pursuant to this
Agreement.
At its expense, Contractor and Subcontractor shall defend any claim asserted by any third
party for which it is obligated to indemnify Laser , and upon request, shall keep Laser advised
of the status of such defense. The defense shall be provided by counsel of Laser 's choosing. Laser
and Customer shall reasonably cooperate in such defense and shall retain the right, at their expense,
to separately defend such claims.
6. TAX ISSUES.
a. Laser shall not be required to pay or reimburse Contractor for any taxes
incurred as a result of this Agreement. Contractor agrees to indemnify and
hold Laser , its officers, directors, employees, representatives and agents
harmless from any tax liability claims that may arise from or relate to this
Agreement from any Federal, State or local government agency for failure
to withhold any taxes or pay any type of payroll taxes, unemployment
insurance or workers’ compensation and other similar liabilities
(individually and collectively hereinafter referred to as “Tax Liabilities”),
whether or not required to be withheld from amounts paid to Contractor and
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 Contractor shall be responsible to pay and satisfy any and all such claims or
judgments related to such Tax Liabilities.
b. Contractor agrees to submit to Laser on a quarterly basis, or otherwise
upon Laser ’s written request, proof of payment of all Tax Liabilities
related to any Contractor employee performing the Work and any other such
tax information as requested from Preferred related to such Contractor
employees. In the event Contractor fails to provide the foregoing
information to Laser or Laser determines in its independent
judgment that the payment of Tax Liabilities was inadequate, Contractor
acknowledges and agrees that Preferred may withhold any payments that
may be due and owing to Contractor until such time as Contractor provides
such information or Contractor provides proof to Laser that the amounts of
the payments for the Tax liabilities were correct.
7. INSURANCE. Upon the signing of this Agreement by Contractor and while all
Work related to this Agreement is ongoing, and thereafter if required to return to
the project for any reason, Contractor shall continuously maintain policies of
insurance with the following minimum limits and including the following specified
coverage requirements:
a. Workers’ Compensation, including Occupational Disease insurance
meeting all statutory requirements of the state in which the work is to be
performed.
b. Comprehensive General Liability insurance providing coverage for a
combined single limit for bodily injury, personal injury, including its
employees and property damage of at least $1,000,000.00 for each
occurrence and $2,000,000.00 aggregate. This policy must provide
premises-operations, independent contractors, broad form property damage,
contractual liability, on-going operations coverage, and products and
completed operations coverage (which shall be maintained for a period of
not less than two years after substantial completion of the project).
Subcontractor shall cause this policy to be endorsed effective as of the date
of this Agreement by the insurance company providing that Preferred and
Preferred’s customer(s) shall be named as an additional insured and shall
receive a thirty (30) day advance notice of any cancellation of the policy.
c. The insurance coverage and limits required above shall not limit the extent
of Contractor’s responsibilities and liabilities specified within this
Agreement or by law.
d. Certificates of Insurance evidencing complete compliance with all of the
provisions of this section, a sample of which is attached as Exhibit C,
effective as of the date of this Agreement, shall be submitted by Contractor
to Laser prior to commencing any Work. Receipt and acceptance of all
proper certificates of insurance is a pre-requisite to all payments to
Contractor. Contractor’s failure to maintain the insurance coverage
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 required pursuant to this Agreement shall be deemed a breach of this
Agreement. In such event, Laser may terminate this Agreement and
obtain damages from Contractor resulting from said breach. Alternatively,
Laser may purchase such required insurance coverage and, without
further notice to Contractor, may deduct from sums owed to Contractor any
premium costs advanced by Laser for such insurance.
e. Contractor shall require Subcontractor to maintain the same level of
insurance and be subject to the same terms required of Contractor as set
forth in Section 7 of this Agreement.

8. CONTRACTOR WARRANTIES. Contractor warrants that : (i) safety on all

projects is of primary importance. Contractor shall comply with all local, state, and federal safety
requirements as necessary in meeting its legal requirements; (ii) each of its employees or personnel
assigned to perform the Work hereunder shall have the proper skill, training, experience and
background so as to be able to perform the Work in a competent and professional manner,
satisfactory to Laser and Laser ’s Customer, and within the established time frames and/or
deadlines; (iii) all Contractor personnel performing Work are trained in retail store maintenance,
sanitation, and floor care procedures, operation of the equipment to be used, safety precautions,
and the safe handling and use of any hazardous substances necessary to perform the Work; and
(iv) Laser ’s Customer shall receive free, good, and clear title to all materials and products supplied
by Contractor pursuant to this Agreement
9. QUALITY OF WORK. Contractor further warrants and agrees to render and
provide all Work in accordance with the specifications attached hereto as Exhibit A and in a
workmanlike manner.
10. REQUIREMENTS OF PERSONS PERFORMING THE WORK. For all Work
being provided pursuant to this Agreement, the following requirements must be met to entitle
Contractor to be paid for all of the Work:
a. Criminal Background Check Clearance. Criminal background checks must
be conducted for all persons hired by Contractor to perform Work prior to their
acceptance onto Laser ’s Customer’s premises. While the existence of a criminal
record does not automatically exclude an individual from performing Work pursuant
to this Agreement, performance of Work by any individual Contractor’s employee
pursuant to this Agreement will be contingent upon Laser ’s receipt of a criminal
report and Laser ’s clearance for that individual to enter Laser ’s Customer’s
premises.

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 Contractor shall require all employees performing Work pursuant to this
Agreement to notify Contractor immediately if they are arrested for a felony,
assault, larceny, or drug-related charges, and Contractor shall immediately inform
Laser . Further, Contractor shall require its employees performing Work to notify
Contractor of any criminal conviction no later than twenty-four (24) hours after
such conviction, and Contractor must notify Laser within the following twenty-four
(24) hours. Laser always reserves the right to prohibit entry onto Laser ’s
Customer’s premises by any Contractor’s employee who is guilty of criminal
activity.
b. Appropriate Attire and Conduct on Laser ’s Customer’s Premises.

Contractor’s employees entering Laser ’s Customer’s premises for the purpose of

performing Work pursuant to this Agreement shall wear work-appropriate attire.
Examples of inappropriate attire are missing articles of clothing, torn or heavily
soiled clothing, casual shorts, clothing with discriminatory or derogatory sayings
or pictures, and any items reflecting a personal or political belief. Contractor’s
employees entering Laser ’s Customer’s premises are not permittedto fraternize
with, harass, intentionally touch, or interfere with any of Laser ’s Customer’s
patrons or employees in any way. Contractor’s employees performing Work on
Laser ’s Customer’s premises are not permitted to text or make personal cellular
phone calls except in the event on an emergency.

c. Drug- and Smoke-Free Work Environment.

Laser recognizes the importance of a safe, efficient and healthy environment
for Laser ’s Customer’s patrons and employees, as well as for Contractor’s
employees working on Laser ’s Customer’s premises. Consistent with that
recognition, Preferred prohibits the following:

1). Use, possession, manufacture, distribution, dispensation or sale of illegal

drugs or drug paraphernalia on Laser ’s Customer’s premises or while
performing Work. The term illegal drugs includes, but is not limited to,
marijuana, cocaine, heroin and similar drugs whose possession and use
are prohibited under state or federal law in the United States. So-called
“designer drugs”, “look alikes”, synthetic drugs and similar substances
are also considered illegal drugs for purposes of this Agreement, even if
they are not specifically prohibited by state or federal law;
2).
Unauthorized use or possession of a controlled substance on Laser ’s
Customer’s premises or while performing Work; manufacture,
distribution, dispensation or sale of a controlled substance on Laser d’s
Customer’s premises or while performing
3). Work;

Unauthorized use, manufacture, distribution, or sale of alcohol

on Laser ’s Customer’s premises or while performing Work;

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 4). Being under the influence of an unauthorized controlled substanceor
illegal drug on Laser ’s Customer’s premises or while performing Work;

5). Being under the influence of alcohol on Laser ’s Customer’s premises or

while performing Work;

6). Being under the influence of legally prescribed medications when such
medications adversely affect the individual’s ability to perform Work or
adversely affect the safety of that individual or others working around
him or her while on Laser ’s Customer’s premises; and

7). Smoking or use of tobacco products or smoking of e-cigaretteson

Laser ’s Customer’s premises except during times and in areas
designated by Laser ’s Customers for smoking, if any.

11. GROUNDS FOR TERMINATION. Either party may terminate this agreement at
any time, in whole or in part, without cause, upon fifteen (15) days written notice to the other party.
This Agreement may be terminated immediately upon written notice by Laser under any of the
following circumstances:
a. If Contractor fails to complete or provide all of the Work prior to the time
specified in Exhibit B.

b. If Contractor fails to render and provide all Work in accordance with the
specifications set forth in Exhibit A and in a workmanlike manner.

c. If Contractor or any of its subcontractors or employees violates any of the

Requirements outlined in paragraph 10 above.

d. If Laser suffers a loss of work.

e. If Contractor fails to make timely payment for all labor, materials, and
supplies used by Contractor in the Work .

f. If Contractor at any time is in breach of this Agreement or fails to perform

any of the requirements hereof.

12. LASER’S OPTIONS IN THE EVENT OF TERMINATION. Contractor agrees that

Laser shall have the right to terminate this Agreement following delivery to
Contractor of a written Notice of Intent to Terminate, which notice allows Contractor 24 hours to
comply with the Agreement. If Contractor fails to comply with the Agreement as requested in the
Notice of Intent to Terminate, then Laser may do one or more of the following:

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 a. complete the Work with its own employees;

b. hire one or more other contractors to complete or provide such Work;

c. set off and deduct the cost and charges of its employees or such other
contractors performing the Work from the amounts owed to Contractor pursuant to
this Agreement;

d. prohibit Contractor from the service site; and/or

e. retain materials and equipment of the Contractor to offset costs of hiring a

substitute contractor to complete the work.

13. DISPUTE RESOLUTION PROCEDURE. Any disputes between the partiesarising

under this Agreement will be resolved as follows:
a. Following written notice of a dispute by one party to the other, the
individuals who signed this Agreement on behalf of each party will meet in person
in an attempt to resolve the dispute informally and prior to filing any type of legal
action; however, if any signatory is not available for the in-person meeting, the
Party for whom the signatory worked will appoint another person to attend; and

b. If the in-person meeting by the parties’ representatives does not resolve the
dispute, then the parties agree to mutually select an independent mediator to
mediate the dispute, with each party bearing its own costs and fees for preparation
and participation in said mediation, and each party being responsible for one-half
of the mediator’s fees; and

c. If the mediation does not resolve the dispute, then either party may file a
lawsuit in the relevant venue; however, the losing party in any such lawsuit agrees
to pay the reasonable fees and costs of the successful party, to the extent permitted
by law.

14. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be

binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns
of the parties.
15. DEFAULT. In the event of a default under this Agreement, the defaulting party
shall reimburse the non-defaulting party for all costs and expenses incurred by the non-defaulting
party in connection with the default, including without limitation, court costs and reasonable
attorney’s fees.
16. WAIVER. No waiver of any provision of this Agreement shall be deemed or
constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute

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a continuing waiver. No waiver shall be binding unless executed in writing by the party making
the waiver.
17. LAW OF GOVERNANCE. This Agreement shall be governed by and construed
in accordance with the laws of the State of Maryland , notwithstanding the fact that one or more
of the parties to this Agreement is or may become a resident or citizen of a different state.

18. VENUE SELECTION. If disputes arising under this Agreement are not resolved
between the parties in an informal dispute resolution process, any litigation shall be filed in the
state or federal court having jurisdiction over the matter in GreenBelt,Maryland.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties pertaining to its subject matter and it supersedes all prior agreements, representations
and understandings of the parties. No supplement, modification or amendment ofthis Agreement
shall be binding unless executed in writing by all parties.

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WITNESS THE SIGNATURES of the parties hereto on this APRIL day of
18, 2022.

LASER ENTERPRISE,INC:

By: Benjamin Bonilla

Title: President

CONTRACTOR:

(Company Name)

FIRST TO PAINTING LLC

By: CRISTIAN RUIZ

Title: PRESIDENT

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