Name:

Date:

We are pleased to offer your Independent Consultant Agreement as an Independent Consultant

( ) with Bi-Rite Global LLC, effective .
The details of our offer, including the terms and conditions of your engagement, are attached as:
1. Services (1.1,1.2,1.3,1.4)
2.Protection of Company's Confidential Information (2.1-2.2-2.3-2.4)
3.Prior Knowledge and Relationships (3.1-3.2)
4. Assignment of Consultant's Inventions and Copyrights (4.1-4.2-4.3)

5.Termination of Agreement (5.1-5.2-5.3-5.4)

6.Additional Provisions (6.1-6.2-6.3-6.4-6.5-6.6-6.7-6.8-6.9-6.10)
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
Please take the time to carefully review our offer. This letter, along with the enclosed schedules,
outlines the obligations Company and yourself with respect to your engagement by the
Company, and is governed by the laws the state of California.
Accepting the engagement will be conditional upon agreeing to and signing this agreement and
the attached Schedule(s), initialing each page in the bottom right-hand corner, and returning it to
the Company.
 INDEPENDENT CONSULTANT

This Agreement made as of the (Date), between Bi-Rite Global LLC, a company incorporated
pursuant to the laws of the State of California, USA (hereinafter referred to as "Company”) and
( Consultant Name) (herein after referred to as "Consultant” working under the capacity as an
Independent Consultant). The contract must be reviewed and renewed by the Company on
(Date).
1. Services. Facilitating the operations of government contracting to local
and federal entities, as more particularly described on Exhibit A (the
"Services").

1.1 Nature of Services. Consultant will perform the services, for Company
as an independent contractor. The Services have been specially ordered and commissioned by
Bi-Rite Global LLC. To the extent the Services include materials subject to copyright.
Consultant agrees that the Services are done as "work made for hire" as that term is defined
under U.S. copyright law, and that as a result, The Company will own all copyrights in the
Services. The Consultant will perform such Services in a diligent and workmanlike manner and
in accordance with the schedule, if any, set forth in Exhibit A. The content, style, form and
format of any work product of the Services shall be completely satisfactory to Company and
shall be consistent with Company's standards. Completeness of work product shall be
determined by Company in its sole discretion, and Consultant agrees to make all revisions,
additions, deletions or alterations as requested by Company. Except as specified on Exhibit A,
The Company agrees that Consultant's services need not be rendered at any specific location and
may be rendered at any location selected by Consultant. Consultant hereby grants Company the
right, but not the obligation, to use and to license others the right to use Consultant's, name,
voice, signature, photograph, likeness and biographical information in connection with and
related to the Services.

1.2 Relationship of the Parties. Consultant enters into this Agreement as,
and shall continue to be, an independent contractor. All Services shall be performed only by the
Consultant. Under no circumstances shall the Consultant, look to the Company as his/her
employer, or as a partner, joint venturer or principal. The Consultant shall not be entitled to any
benefits accorded to Company's employees, including without limitation worker's compensation,
disability insurance, vacation or sick pay. The Consultant shall solely be responsible for
providing, at the Consultant's expense, and in Consultant's name, any required unemployment,
disability, worker's compensation and other insurance, as well as licenses and permits usual or
necessary for conducting the Services.

1.3 Compensation and Reimbursement. Consultant shall be compensated

and reimbursed for the Services as set forth in Exhibit B. No other fees and/or expenses will be
paid to the Consultant, unless such fees and/or expenses have been approved in advance by the
appropriate Company executive in writing. The Consultant shall be solely responsible for any

2 of 23 INITIAL
and all taxes, Social Security contribution or payments, and other payroll type taxes applicable
to such compensation. The Consultant hereby indemnifies and holds Company harmless from,
any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out
of Consultant's failure with respect to its obligations on this Section 1.3.

1.4 Personnel. Consultant represents and warrants to Company that its

personnel performing Services hereunder will have (a) sufficient expertise, training and
experience to accomplish the Services; and (b) will have executed agreements with the
Consultant which state that all work done performed by such personnel will be a work made
for hire, as that term is defined under U.S. copyright law, and will owned by the Company; (c)
All Consultant personnel who perform Services and/or have performed Services hereunder
shall be made to sign a copy of the form attached hereto as Exhibit C and Consultant shall
forward copies of all of such forms to Company within five (5) days of executing the
Agreement and/or within five (5) days of assigning a new employee to perform Services
hereunder.

1.5 Exclusivity. During the Term of this Agreement, the Consultant

shall not perform the Services or similar services on behalf of any third party.

2. Protection of Company's Confidential Information.

2.1 Confidential Information. Company now owns and will hereafter

develop, compile and own certain proprietary techniques, trade secrets, and confidential
information which have great value in its business (collectively, "Company Information").
Company will be disclosing Company Information to Consultant during Consultant's
performance of the Services. Company Information includes not only information disclosed by
Company, but also information developed or learned by the Consultant during Consultant's
performance of the Services. Company Information is to be broadly defined and includes all
information which has or could have commercial value or other utility in the business in which
Company is engaged or contemplates engaging or the unauthorized disclosure of which could be
detrimental to the interests of Company, whether or not such information is identified by
Company as confidential. By way of example and without limitation, Company Information
includes any and all information concerning, RFQs (Request for Quote/Purchase) or IFBs
(Invitation for Bid) and responses to RFQs and/or IFBs, and all related information and
materials, discoveries, developments, designs, improvements, inventions, formulas, software
programs, processes, techniques, know-how, data, research techniques, customer and supplier
lists, marketing, sales or other financial or business information, scripts, and all derivatives,
improvements and enhancements to any of the above. Company Information also includes like
third-party information which is in Company's possession under an obligation of confidential
treatment.
2.2 Protection of Company Information. Consultant agrees that at all
times during or subsequent to the performance of the Services Consultant will keep confidential
and not divulge, communicate, or use Company Information, except for Consultant's own use
during the Term of this Agreement to the extent necessary to perform the Services. The
Consultant further agrees not to cause the transmission, removal or transport of tangible

3 of 23 INITIAL
embodiments of, or electronic files containing Company Information from Company's principal
place of business, without prior written approval of Company.

2.3 Exceptions. Consultant's obligations with respect to any portion of

the Company Information as set forth above shall not apply when Consultant can document that
(i) it was in the public domain at the time it was communicated to Consultant by Company: (ii) it
entered the public domain subsequent to the time it was communicated to Consultant by
Company through no fault of Consultant; (iii) it was in Consultant’s possession free of any
obligation of confidence at the time it was communicated to Consultant by Company; or (iv) it
was rightfully communicated to Consultant free of any obligation of confidence subsequent to
the time it was communicated to Consultant by Company.

2.4 Company Property. All materials, including without limitation

documents, drawings, drafts, notes, designs, computer media, electronic files and equipment on
Exhibit E, including all additions to, deletions from, alterations of, and revisions in the foregoing
(together the "Materials") which are furnished to Consultant by Company or which are
developed in the process of performing the Services, or embody or relate to the Services, the
Company Information or the Innovations (as defined below), are the property of Company, and
shall be returned by Consultant to Company promptly at Company's request together with any
copies thereof, and in my event promptly upon expiration or termination of this Agreement for
any reason. Consultant is granted no rights in or to such Materials, the Company Information or
the Innovations, except is necessary to fulfill its obligations under his Agreement Consultant
shall not use or disclose the Materials, Company Information or Innovations to any third party.

3. Prior Knowledge and Relationships.

3.1 Prior Inventions and Innovations. Consultant has disclosed on

Exhibit D, a complete list of all inventions or innovations made by the Consultant prior to
commencement of the Services for Company and which Consultant desires to exclude from the
application of this Agreement. Consultant will disclose to Company such additional information
as Company may request regarding such inventions or innovations to enable Company to assess
their extent and significance. Company agrees to receive and hold all such disclosures in
confidence.
3.2 Other Commitments. Except as disclosed on Exhibit D to this
Agreement, Consultant has no other agreements, relationships or commitments to any other
person or entity which conflict with Consultant's obligations to Company under this Agreement.
Consultant agrees not to enter into any agreement, either written or oral, in conflict with this
Agreement.
4. Assignment of Consultant's Inventions and Copyrights.
4.1 Disclosure. Consultant will promptly disclose in writing to Company all
works, products, discoveries, developments, designs, innovations, improvements, inventions,
formulas, processes, techniques, know-how and data (whether or not patentable, and whether or
not at a commercial stage, or registrable under copyright or similar statutes) which are authored,
made, conceived, reduced to practice or learned by Consultant (either alone or jointly with

4 of 23 INITIAL
others) during the period Consultant provides the Services as a result of performing the Services
including any concepts, ideas, suggestions and approaches related thereto or contained therein
(collectively, the "Innovations").

4.2 Assignment. The Consultant hereby assigns and agrees to assign to the
Company, without royalty or any other consideration except as expressly set forth herein, all
worldwide rights, title, and interest that the Consultant may have or acquire in and to: (i) all
Materials; (ii) all Innovations; (iii) all worldwide patents, patent applications, copyrights, mask
work rights, trade secrets rights, and other intellectual property rights in any Innovations; and
(iv) any and all "moral rights" or the right of "droit moral" (collectively "Moral Rights"), that
Consultant may have in or with respect to any Innovations. To the extent that any Moral Rights
are not assignable, the Consultant waives, disclaims, and agrees not to enforce such Moral
Rights. The Consultant agrees that such assignment shall extend to all languages, including the
right to make translations of the Materials and Innovations. Additionally, the Consultant agrees,
at no charge to Company, but at Company's sole expense, to sign and deliver to Company (either
during or subsequent to the Consultant's performance of the Services) such documents as the
Company documents as the Company considers desirable to evidence the assignment of all
rights of the consultant, if any, described above to the Company and the Company's ownership
of such rights and to perform any lawful act necessary to apply for, register, prosecute, or
enforce any patent, copyright, or other right or protection relating to any Innovations in any
country of the world.

4.3 Representations and Warranties. The Consultant represents and

warrants to the Company that (a) Consultant has full power and authority to enter into this
Agreement, including all rights necessary to make the foregoing assignments to the Company;
that in performing under the Agreement (b) Consultant will not violate the terms of any
agreement with any third party, and (c) the Services and any work product thereof are the
original work of the Consultant, do not and will not infringe upon, violate or misappropriate any
patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or
proprietary right of any third party. The Consultant shall defend, indemnify, and hold the
Company, its officers, directors, and licensees harmless from any and all claims, actions, and
proceedings, and the resulting losses, damages, costs, and expenses (including reasonable
attorney’s fees) arising from any claim, action, or proceeding based in any way on or related to
the Consultant or the Consultant's employees, or arising from the breach or alleged breach of any
representation, warranty, or covenant in this Agreement, and/or from the acts or omissions of the
Consultant or the Consultant's employees.

5. Termination of Agreement.

5.1 Term. This Agreement shall be effective from the date first listed above
for the period set forth on Exhibit A, or until completion of the Services, as applicable, unless
sooner terminated by either party in accordance with the terms and conditions of this Agreement
("Term"). This Agreement is terminable by either party at any time, with or without cause,
effective upon notice to the other party. If the Company exercises its right to terminate the
Agreement, any obligation it may otherwise have under this Agreement shall cease immediately,

5 of 23 INITIAL
 except that the Company shall be obligated to compensate the Consultant for work performed up
to the time of termination. If the Consultant exercises its right to terminate the Agreement, any
obligation it may otherwise have under this Agreement shall cease immediately.

5.2 Immediate Termination. The following actions by the Consultant will result in
immediate Termination of this Agreement:
 Submitting a Purchase Order (“PO”) for processing without obtaining
prior authorization from AUTHORIZED personnel.
 Authorizing large POs (more than $10,000.00) for processing without
obtaining prior authorization from the appropriate personnel at the
Company.
 Misrepresenting the Company's name, Bi-Rite Global LLC.
 Received two written performance notices (Work performance and
Attendance) from the Company.
 Missed three quotas as communicated to the Consultant by the
Company in a Fiscal Year OR two consecutively missed quotas (eg.
Failure to meet Gross Profit quota two months in a row in November
and December).

5.3 Additionally, this Agreement shall automatically terminate upon the

Consultant's death. In such an event, the Company shall be obligated to pay the Consultant's
estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date
of death.

5.4 Continuing Obligations of Consultant: The provisions of Sections 1.1 (which

relates to the creation and ownership of copyright), 1.2, 1.3, 2, 3, 4, 5.4, 6 and 7 shall survive
expiration or termination of this Agreement for any reason.

6. Prohibition on Double Bidding.

6.1 As part of the Services, the Consultant will be required to prepare and
submit sales quotes and/or bids in response to RFQs and/or IFBs.

6.2 Double Bidding is a fraudulent and potentially criminal practice, which

would be likely to result in substantial harm to the professional reputation of the Company, and may
potentially result in legal penalties and fines.

6.3 The Consultant represents and warrants to the Company that for any RFQs
or IFBs which the Consultant responds to during the Term of this Agreement, the Consultant shall submit
only one quote or bid, which shall be on behalf of the Company only, pursuant to this Agreement.

6 of 23 INITIAL
 6.4 Double Bidding by the Consultant in the performance of the Services
pursuant to this Agreement is strictly prohibited, and shall be cause for immediate termination of this
Agreement.
6.5 The term “Double Bidding” as used herein, includes, without limitation,
either directly, or indirectly, through any other entity submitting or coordinating the submission of, two
or more quotes or bids in response to any RFQ or IFB, and includes, without limitation any type of
bidding on government or potential client contracts, and the provision of any cost quotation to any
government or potential customer.

6.6 Double Bidding also includes, without limitation, coordinating the

submission of multiple quotes or bids through an entity affiliated or under common ownership with the
Consultant, or through any third party unrelated to the Consultant or the Company, or via one or more
entities affiliated with or under common ownership with the Company.

6.7 In the event of any violation of the prohibition on Double Bidding, the
Consultant shall be liable to compensate the Company for any damages resulting from the Consultant's
actions and the Consultant will additionally be subject to such additional civil and criminal penalties as
may be provided by law.

7. Additional Provisions.

7.1 Indemnification. Consultant shall indemnify, defend, and hold harmless the
Company and its directors, officers, employees, and agents and their respective successors, heirs
and assigns (the “Indemnitees”), against any liability, damage, loss, or expense (including
reasonable attorney fees and expenses of litigation) incurred by or imposed upon any of the
Indemnitees in connection with any claims, suits, actions, demands or judgments arising out of
any theory of liability (including without limitation actions in the form of tort, warranty, or strict
liability and regardless of whether such action has any factual basis) concerning any Consultant
act or omission, process, or service that is made, performed, or sold pursuant to this Agreement
or enabled by the Services performed by Consultant or arising out of Consultant’s provision of
the Services, including but not limited to any violation by the Consultant of the prohibitions on
Double Bidding, and/or bribery contained herein. Consultant shall defend, indemnify and hold
the Indemnitees harmless from any and all claims, actions and proceedings, and the resulting
losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any
claim, action or proceeding based upon or in any way related to Consultant's breach or alleged
breach of any representation, warranty or covenant in this Agreement, and/or from the acts or
omissions of Consultant. Consultant shall indemnify and hold Company harmless from any loss
or liability resulting from Consultant’s performance of the Services under this Agreement,
including without limitation, any or potential claim brought by a third-party alleging violation of
a third-party’s intellectual property rights in the Work Product provided to the Company by the
Consultant in the course of performing the Services.
7.2 Professionalism. The Consultant’s behavior in the performance of the
Services will at all times meet the highest standards of quality and professionalism; and the
Consultant will while performing the Services not behave in any manner which may negatively
affect the reputation of the Company.

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 7.3 Non-Disparagement. Both Parties, on behalf of themselves and their
affiliates and representatives agree not to slander, defame, or recklessly or intentionally
disparage the other Party, its affiliates, employees, owners, directors, or other consultants.
Consultant has reviewed Exhibit F and understands that defamatory content may give rise to
civil under applicable law.
7.4 Anti-Bribery. The Consultant has been provided with the “Bi-Rite Global
Anti-Bribery and Corruption Policy” (the “Anti-Bribery Policy”) and agrees to abide by its
terms, which are incorporated herein by reference. Any violation of the Anti-Bribery Policy will
be cause for immediate termination of this Agreement and the Consultant shall be liable to
compensate the Company for any damages resulting from the Consultant's actions and the
Consultant will additionally be subject to such additional civil and criminal penalties as may be
provided by law.
7.5 Governing Law and Attorney's Fees. This Agreement shall be governed by
and construed in accordance with the laws of the State of California, without regard to its choice
of law principles. In any action or suit to enforce any right or termination under this Agreement
or to interpret any provision of this Agreement, or to interpret any provision of this Agreement,
the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other
expenses.
7.6 Agreement to Arbitrate. Any controversy or claim arising out of or
relating to this contract, its performance, or the breach thereof, shall be determined by
arbitration administered by the American Arbitration Association (AAA) International Centre
for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules for
Expedited Procedure then in effect. Service of the Notice of Arbitration and all other documents
shall be affected at the address for each party provided within this Agreement, or electronically
at an email address commonly used by a Party in performing this Agreement. The arbitration
proceedings shall be heard and decided by a single arbitrator familiar with the laws applicable to
independent contracting and appointed by the ICDR. The arbitration shall be conducted via
Documents Only submissions, the parties waive all rights to oral arguments. The seat of the
Arbitration shall be in California, the language of the arbitration shall be English. The
arbitration shall to the greatest extent possible be conducted remotely, utilizing video
conferencing only as required. An award shall be issued within four months from the date the
Notice of Arbitration is submitted; the arbitrator shall issue the arbitral award only, without any
written opinion on the reasons or causes for the decision. The losing party shall be responsible
for payment of all arbitration fees and expenses. Judgment on the award may be entered in any
court of competent jurisdiction. The arbitral award shall be final and binding on the parties
without recourse.
7.7 Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the successors, executors, heirs, representatives, administrators, and permitted
assigns of the parties hereto. The Consultant shall have no right to (a) assign this Agreement, by
operation of law or otherwise, or (b) subcontract or otherwise delegate the performance of the
Services without the Company's prior written consent, which may be withheld as the Company
determines in its sole discretion. Any such purported assignment shall be void.
7.8 Severability. If any provision of this Agreement shall be found invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably

8 of 23 INITIAL
effect the intent of the parties.
7.9 Entire Agreement. This agreement, including the Exhibits, constitutes
the entire understanding and agreement of the parties with respect to its subject matter and
supersedes all prior and contemporaneous agreements or understandings, inducements, or
conditions, express or implied, written or oral, between the parties.
7.10 Injunctive Relief. Consultant acknowledges and agrees that in the event of
a breach or threatened breach of this Agreement by the Consultant, the Company will suffer
irreparable harm and will, therefore, be entitled to injunctive relief to enforce this Agreement.
7.11 Consultant's Remedy. Consultant's remedy, if any, for any breach of this
Agreement shall be solely in damages, and the Consultant shall look solely to the Company for
the recovery of such damages. The Consultant waives and relinquishes any right the Consultant
may otherwise have to obtain injunctive or equitable relief against any third party with respect to
any dispute arising under this Agreement. The Consultant shall look solely to the Company for
any compensation which may be due to the consultant hereunder.

7.12 Agency. Consultant is not the Company's consultant or representative and

has no authority to bind or commit the Company to any agreements or other obligations unless a
written authorization has been provided (Exhibit F).
7.13 Amendment and Waivers. Any term or provision of this Agreement may
be amended, and the observance of any term of this Agreement may be waived, only by a writing
signed by the party to be bound. The waiver by a party of any breach or default in performance
shall not be deemed to constitute a waiver of any other or succeeding breach or default. The
failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver
of the right of such party thereafter to enforce such provisions.
7.14 Time. The Consultant agrees that time is of the essence in this Agreement.
7.15 Notices. Any notice, demand, or request with respect to this Agreement
shall be in writing and shall be effective only if it is delivered by personal service, by air courier
with a receipt of delivery, or mailed certified mail, return receipt requested, postage prepaid, to
the address set forth above. Such communications shall be effective when they are received by
the addressee; but if sent by certified mail in the manner set forth above, they shall be effective
five (5) days after being deposited in the mail. Any party may change its address for such
communications by giving notice to the other party in conformity with this section.

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CAUTION: THIS AGREEMENT AFFECTS YOUR RIGHTS TO INNOVATIONS YOU MAKE
WHILE PERFORMING YOUR SERVICES AND RESTRICTS YOUR RIGHT TO DISCLOSE OR
USE COMPANY'S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO YOUR
SERVICES.

CONSULTANT HAS READ THIS AGREEMENT CAREFULLY AND

UNDERSTANDS ITS TERMS. THE CONSULTANT HAS COMPLETELY FILLED OUT
EXHIBIT D TO THIS AGREEMENT.

CONSULTANT Bi-Rite Global LLC

COMPANY REP (Print Name) CONSULTANT (Print Name)

SIGNATURE OF CONSULTANT SIGNATURE OF COMPANY REP

10 of 23 INITIAL
 EXHIBIT A
Description of Services

Independent Consultant Agreement between Bi-Rite Global LLC, a California corporation

("Company"), and %EDITABLEFIELD ("Consultant") dated as of %EDITABLEFIELD

Services to be provided by Consultant:

General Summary: As an Independent Consultant, you will work with customers to determine
their needs, create solutions, and ensure a smooth sales process. Your responsibilities include
finding new sales leads through business directories, client referrals, etc. At times, you may also
be expected to focus on inside sales, which typically involves cold calling to identify potential
clients or prospects.

CORE FUNCTIONS:

1. Critical Thinking Skills: This allows you to make logical and informed decisions to the
best of your ability.
2. Customer Service Skills: The customer is always right. You will need to speak in a
friendly manner to customers and potential customers, listen to their needs, and help
communicate options for them.
3. Communication Skills: You will need to speak to customers about a product's different
features and answer any questions they might have.
4. You are only as good as your last sale.
5. Maintain a healthy relationship with your customers and suppliers to ensure repeat
business transactions.

DETAILS OF FUNCTION:

1. Making sure that you submit the correct Purchase Order with the correct pricing,
vendor, part number, description and a profitable margin; And providing the proper
documentation needed (e.g., Vendor’s Quote, Customer's Purchase Order, Contract
Shipping Estimate /Booking #).
2. Keep track of your Purchase Orders by providing your customer(s) real-time tracking
updates and ensuring they receive their order in a timely manner.
 3. Following up on orders post-delivery to make sure Company invoices have been
satisfied and payment (both Credit Card and Net terms) have been wholly collected.
4. Making sure to represent Bi-Rite Global LLC to your customer effectively and
efficiently.
5. Persistence -- not every potential customer is going to be a sale. Being able to bounce
back if you lose a sale is the key to success.
6. Maintain a profitable and professional relationship with your customers at all times.
7. Provide monthly assessments of performance upon being asked.
8. Miscellaneous duties requested and required by Company.

REPORTING:
 Reports directly to either the direct Manager or CEO of Company.
Additional Services may be added by parties by mutual agreement in writing.

Work product to be delivered by Consultant (Check boxes as applicable, and set forth details
as desired in space provided):
[ x ] Oral recommendations/reports
[ x ] Written reports
[ ] Daily
[ x] Weekly
[ ] Monthly
[ ] Upon Completion
[ ] Other
Company Information (as defined in Section 2.1 of the Independent Consultant
Agreement) may be utilized:
[ ] Only at Company's business premises or Consultants home.
[ ] At Consultant's business premises provided that appropriate confidentiality
procedures and arrangements are observed
[ ] Other:

Dated:
CONSULTANT (Print Name)

SIGNATURE OF CONSULTANT
 EXHIBIT B
Payment

Independent Consultant Agreement between Bi-Rite Global LLC, a California corporation

("Company"). and %EDITABLEFIELD ("Consultant") dated as of %EDITABLEFIELD.

Compensation
A. The Consultant's fixed compensation (Base Pay) will be %EDITABLEFIELD (USD).
Consultant rates, if computed for a full calendar month, would be:

1. %EDITABLEFIELD (USD) *Philippine daily exchange rate DOES NOT apply.

2. Consultant to maintain a quota of $3,000.00 in Gross Profit in a given calendar month. (Does
not apply to a permanent contractor working as a part time Sales Agent).

3. Consultant will also earn sales commissions of %EDITABLEFIELD of the Gross Profit on
sales made by the Consultant.

***Gross Profit is defined as the sale price paid by the customer minus vendor costs for the
products, freight/shipping, and processing fees. ***

4. Consultant will earn an automatic bonus of $100.00 (USD) once Consultant reaches the Gross
Profit sales of $3,500.00 (USD) in each given calendar month. An additional bonus of 10% for
every dollar that is generated beyond the GroSS Profit sales of $4,000.00 (USD).

Example: $4,500.00 will pay out an additional $50.00

$5,000.00 will pay out an additional $100.00
$5,100.00 will pay out an additional $110.00

Commission, Back Pay and Bonus Company Policy

1. All credit card sales commissions, bonuses, and received PO payments should be paid every
5th and 20th of the month. Cutoff date of the commission and bonuses to be calculated for the pay
period should be one day before payday. All commissions and bonuses that is posted on the 5th
and 20th will be disbursed the next pay period.

2. NO commissions are to be paid until the PO has been settled and collected by Company.
3. Backpay:

Last Salary – Company may withhold your last salary and release it with your back pay.
Pro-Rated 13th month pay – Consultant must receive a pro-rated 13th month pay if
Consultant resigned before year-end. For example, if Consultant’s basic salary is PHP 15,000
per month and you have worked for 10 full months, your 13th month computation in PHP is:
15,000 / 12 months * 10 = PHP 12,500 (less absences)
Vacation leave conversion (if convertible to cash)
Sick leave conversion (if convertible to cash)
Deductions and/or liabilities (payment to loans or lost/damaged office equipment)

Dated:
CONSULTANT (Print Name)

SIGNATURE OF CONSULTANT
 EXHIBIT C
Form of Confidentiality and Work for Hire Agreement

The undersigned ("Individual") has sought employment (or continued employment as the case
may be) with %EDITABLEFIELD ("Consultant"), and Consultant has offered to engage (or
continue the engagement of the services of Individual on terms, including as to compensation,
that are satisfactory to both, and for a period terminable at will by either party: and

In connection with such relationship, Consultant wishes to have Individual provide

certain services for the benefit of a client, Bi-Rite Global LLC ("Company");

NOW THEREFORE, in consideration of the mutual covenants and benefits

contained herein (e.g., Individual being permitted to work, at least for some period, on the
Company account), the parties agree as follows:

1. Confidential Information. Individual acknowledges that, through the

relationship described herein, they will obtain access to certain "Confidential Information"
regarding the business affairs of the Company or its affiliates. This includes, without limitation,
information relating to discoveries, developments, designs, improvements, inventions, formulas,
software programs, processes, techniques, know-how, data, research techniques, customer and
supplier lists, marketing, sales, or other financial or business information, scripts, and all
derivatives, improvements, and enhancements to any of the above. It also encompasses other
proprietary information of a similar nature. Confidential Information shall not include any
information which (a) at the time of disclosure, is in the public domain through no fault of the
Individual, (b) the Individual can show was in their possession at the time of disclosure or is
independently derived or developed by the Individual and was not acquired, directly or
indirectly, from the Company, or (c) was received by the Individual from a third party having the
legal right to transmit the same. It is agreed that all such Confidential Information is special,
unique, and an asset owned solely by the Company.

2. Covenant of Non-Disclosure. Individual agrees that Individual will retain all

Confidential Information in confidence, not disclose any Confidential Information to any third
party without Company's permission, not use any Confidential information for any purpose other
than performing Individual's duties as a Consultant employee on behalf of Company, use
Individual's best efforts to limit access to Confidential information to those who have a need to
know the information for the business purposes of Company, return all tangible objects and
copies thereof containing Confidential Information to Company upon request by the Company,
and upon termination of the Individual's relationship with the Consultant or the Company, not
duplicate any Confidential Information without prior approval from the Company, and honor
Individual's promises under this Agreement both during and after the employment relationship.
Notwithstanding the provisions of this Paragraph, Individual shall not be deemed in violation of
this Paragraph for disclosing Confidential information pursuant to a subpoena or court order,
provided that Individual provides Company with reasonable prior notice of such subpoena or
court order so that Company may challenge such subpoena or court order.

3. Ownership of Creations. Individual agrees that all developments, ideas,

copyrightable creations, works of authorship, and other contributions (herein collectively
referred to as "Creations"), whether or not copyrighted or copyrightable, conceived, made,
developed, created, or acquired by the Individual, either individually or jointly, during any
employment by or under any agreement with the Company and which relate in any manner to the
Individual's work for the Company (regardless of the extent developed at Company facilities, at
the Individual's home, or elsewhere), shall be deemed to be work made for hire initially owned
by the Company. To the extent that this provision does not effectively transfer such rights, the
Individual does hereby sell, assign, and transfer to the Company the Individual's entire right,
title, and interest (worldwide) in and to such Creations and all intellectual property rights thereto.

4. Severability: Assignability. If any term or provision of this agreement or its

application thereof to any person or circumstance shall be deemed invalid or unenforceable, the
remainder of the agreement shall not be affected thereby, and each term and provision of this
contract shall be valid and enforceable to the fullest extent permitted by law. The covenants and
agreements contained herein shall be assignable to, inure to the benefit of and may be enforced
by the successors and assigns of the Company

CONSULTANT BI-RITE GLOBAL LLC

By: By:

Signature:
Signature:

Title: Consultant Title: Founder & CEO

 EXHIBIT D

Prior Inventions and Conflicting Relationships

1. Prior Innovations. Except as set forth below, I acknowledge at this time that I have not
made or reduced to practice (alone or jointly with others) any inventions or innovations relevant
to any Services under this Agreement (if none, so state):

2. Conflicting Relationships. Except as set forth below, I acknowledge that I have no

other current or prior agreements, relationships or commitments which conflict with my
relationship with Company under this Agreement (if none, so state):

Dated:
CONSULTANT (Print Name)

SIGNATURE OF CONSULTANT
 EXHIBIT E
Company Equipment and Property

A. Equipment/s

1. Brand:

Model:

Serial Number:

2. Brand:

Model:

Serial Number:

B. Phone Number

By signing this form, I agree to the following: I am responsible for the equipment or property
issued to me; I will use it them in the manner intended; I will be responsible for any damage
done (excluding normal wear and tear); upon separation from the Company, I will return the
item(s) issued to me in proper working order (excluding normal wear & tear); I will replace any
items issued to me that are damaged or lost at my expense; I authorize a payroll deduction to
cover the replacement cost of any item issued to me that is not returned for whatever reason, or is
not returned in good working order.
I understand the phone number furnished to me by Company is for Company Use ONLY.
Personal calls not permitted. Abuse of the phone number is subject to disciplinary action or
immediate termination. I'll be notified in writing if such violation has been detected within my
issued phone number. I will protect the issued phone number to the best of my knowledge and
not let anybody use for any reason. The Company has the right to access all calls and deduct all
unauthorized phone charges from my base pay, bonus or commission, if found guilty of such
agreement.

Dated:
CONSULTANT (Print Name)

SIGNATURE OF CONSULTANT
 Exhibit F
The Civil Code on Damages

One who is aggrieved by a defamatory post in social media may find refuge in the provisions of
the Civil Code on Damages (Art. 2176, Civil Code). One who posts in social media, causing
damage to the reputation of another may be liable to the subject for damages and this can be a
valid cause of action under the law. Such posts must tend to pry to the privacy and peace of mind
of another, meddle or disturb the private life or family relations of another, intrigue to cause
another to be alienated from friends or vex or humiliate another on account of religious beliefs,
lowly station in life, place of birth, physical defect or other personal condition. (Art. 26, Civil
Code).

The Labour Code on Just Causes for Termination

An employee who spreads rumors or intrigues against a co-worker or their superior or vice versa,
or who does any act similar to cyberlibel, slander, intriguing against honour or even prying into
the privacy of another may be a just cause for termination if embodied in the company policy in
addition to all other causes of action available to them under the laws mentioned, (Sec. 5.2(g),
D.O 147-15).

However, all these will only be a valid cause of action to one who is the subject of the post and
who is aware of the post directed to him or her.

Freedom of speech must not be infringed but this right is not without any limitations. In the end,
it is always best to devote the stroke of our fingers and the clicks of our mouse to intellectual
discourse that matter rather than risk being held liable under the law. After all, the power of our
minds should be mightier than any sword there is.

Infringement on the Company’s code of conduct and ethics policy, and failure to adhere to the
Anti-Bribery and Corruption Policy will be a just cause for immediate termination.
 EXHIBIT G
BI-RITE GLOBAL LLC AUTHORIZATION RESOLUTION

I, JUN KIM , certify that I am a Designated Member of the above-named Limited Liability
Company organized under the laws of STATE OF CALIFORNIA, engaged in business under the
trade name of BI-RITE GLOBAL LLC and that the resolutions on this document are a correct
copy of the resolutions adopted at a meeting of all members of the Limited Liability Company or
the person or persons designated by the members of the Limited Liability Company to manage
the Limited Liability Company as provided in the articles of organization or an operating
agreement, duly and properly called and held on, 14 July 2023 (date).

These resolutions appear in the minutes of this meeting and have not been rescinded or modified.

POWERS GRANTED (Attach one or more Consultants to each power by placing the letter
corresponding to their name is the area before each power. Following each power indicate the
number of consultant signatures required to exercise the power.)

Description of Power:

X (1) Exercise all of the powers listed on Exhibit A.

X (2) Endorse orders and payment of money or use Company credit card to purchase
goods for company use only.

CERTIFICATION OF AUTHORITY

I further certify that the Designated Members of the Limited Liability Company have, and at the
time of adoption of this resolution had, full power and lawful authority to adopt the foregoing
resolutions and to confer the powers granted to the persons named who have fall power and
lawful authority to exercise the same. (Apply seal below where appropriate.)

In Witness Whereof, I have subscribed my name to this document and affixed the seal of the
Limited Liability Company on 14 July 2023 (date).

Attest by Designated Member CONSULTANT or Designated Member

RESOLUTIONS

The Limited Liability Company named on this resolution resolves that,

1. This resolution shall continue to have effect until express written notice of its rescission or
modification has been received. Any and all prior resolutions adopted by the members of the
Limed Liability Company are in full force and effect until the acknowledges an express written
notice of its revocation, modification or replacement. Any revocation, modification or
replacement of a resolution must be accompanied by documentation.
2. The signature of a Designated Member on this resolution is conclusive evidence of their
authority to act on behalf of the Limited Liability Company.

INITIAL