INDEPENDANT CONTRACTOR AGREEMENT

The Contractor is in the business of providing services in relation to soccer coaching and training;
1UP wishes to retain the Contractor to perform certain Services as defined in this Agreement; and
The Contractor has agreed to provide the Services to 1UP upon the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT is made in consideration of the mutual promises and agreements contained in this Agreement (the receipt and sufficiency of which are acknowledged) and 1UP and the Contractor hereby covenant and agree as follows:

– INTERPERATATION

1.1. Definitions

In this Agreement:

(a) “Confidential Information” means all material, documentation or information whatsoever which in any manner concerns, affects or relates to the interests and business of 1UP or its officers, directors or employees that are confidential or proprietary, or which give 1UP a competitive advantage or the opportunity of obtaining such an advantage;

(b) “Parties” means collectively 1UP and Contractor.

2. – SCOPE OF CONTRACTOR’S SERVICES

2.1. Scope of Agreement

1UP hereby agrees to engage the Contractor as an independent contractor to perform the Services and the Contractor agrees to perform the Services upon the terms and conditions set forth in this Agreement.

2.2. Term of Agreement

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the mutual agreement of departure or until termination of this Agreement pursuant to Article 8.

2.3. Services

The Contractor shall provide the Services set out by 1UP Soccer to the extent directed by 1UP and such other incidental services as may reasonably be required by 1UP and assigned to the Contractor from time to time.

2.4. Independent Contractor

The Contractor shall perform the Services for 1UP solely in the capacity of an independent contractor to 1UP and not as an employee, joint venturer or partner of 1UP. Nothing in this Agreement shall be regarded or construed as creating any relationship, whether employer/employee, joint venture, agency, association, partnership or otherwise, between 1UP and the Contractor, other than an independent contractor relationship as set out in this Agreement. Unless 1UP specifically authorizes the Contractor in writing to do so, the Contractor shall not act as the legal agent of 1UP and the Contractor shall not enter into any agreement on behalf of 1UP.

It is understood that 1UP does not agree to, and is not bound to, use the services of the Contractor exclusively. It is further understood that the Contractor is not bound to provide the Contractor’s services exclusively to 1UP, and may provide services to other clients, so long as doing so does not interfere with the Contractor’s ability to provide the Services contracted for under this Agreement.

The Contractor is not entitled and shall not participate in or receive any employee benefits, including participation in any pension, profit sharing, group insurance, death benefits, short or long-term disability insurance, workers’ compensation or any other benefit plan or arrangement which 1UP has or may have for its employees. The Contractor shall not be entitled to vacation pay, holiday pay, severance pay or any other employment benefit or entitlement.

2.5. Hours of Work

The Contractor and 1UP, from time to time, shall set a mutually agreeable schedule for the provision of the Services by the Contractor, taking into consideration the service needs of 1UP and the Contractor’s previously established schedules and processes.

2.6. Statutory Remittances

The Contractor shall be responsible for all applicable statutory remittances applicable to the Services and the Contractor’s business, including but not limited to those required under income tax, excise tax, pension, sales tax, employment standards and workers’ compensation legislation. In the event that Canada Revenue Agency determines that the Contractor, or at any material time was, an employee of 1UP, the Contractor will indemnify 1UP immediately and without protest, for any statutory remittances for which 1UP is legally responsible to have remitted on behalf of the Contractor during the term of this Agreement.

3. – PAYMENT

3.1. Contractor Fee

In consideration of the provision of the Services by the Contractor, 1UP shall pay to the Contractor the amount of the Contractor Fee set out by 1UP Soccer

3.2. Taxes

The Contractor shall charge, collect and remit any and all applicable sales and excise taxes on the Contractor Fee.

3.3. Expenses

After approved by 1UP, 1UP Soccer will pay for fifty (50%) percent of a Development Course upfront and upon completion of the Development Course, pay for the remaining fifty (50%) percent, assuming the Development Course is successfully completed. If the contractor resigns within one (1) year of the completion date of any consultant Course, the contractor will reimburse the Development Course fees to 1UP in its entirety.

4.– REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1. Representations and Warranties

The Contractor represents and warrants to 1UP that the Contractor has and will maintain current and continuous liability insurance covering the Contractor’s activities in providing the Services.

4.2. Contractor’s Covenants

The Contractor covenants and agrees with 1UP that the Contractor shall:

(a) perform the Services in a careful, honest and professional manner and comply in all respects with this Agreement;

(b) devote such time and attention to the performance of the Services as is required and necessary to complete the Services; and

(c)adhere to the policies, procedures and rules established by 1UP and communicated to the Contractor from time to time.

5. – CONFEDENTIALITY INFORMATION

5.1. Use of Confidential Information

The Contractor acknowledges that the Confidential Information could be used to the detriment of 1UP and that the disclosure of the Confidential Information by the Contractor could cause irreparable harm to 1UP. Accordingly, the Contractor and undertakes to treat confidential all Confidential Information and not to copy or reproduce the Confidential Information or disclose it to any third party or to use it for any purpose either during the term of this Agreement, except as may be necessary in the proper discharge of the Contractor’s duties, or after termination of this Agreement for any reason, except with the written permission of 1UP. The Contractor acknowledges and agrees that the right to maintain the confidentiality of such Confidential Information, and the right to preserve its goodwill, constitute proprietary rights that 1UP is entitled to protect.

6. – NON-COMPETITION

6.1. The Contractor acknowledges and agrees that it will develop and acquire valuable experience and knowledge regarding the Business of 1UP and that it is the express intention of the parties hereto that such knowledge, experience shall be used solely in the best interests of the Corporation and not in any manner detrimental to the Corporation. The Contractor therefore agrees that so long as it is retained by 1UP, and for a period of one (1) year from the date of termination of this Agreement for any reason (the “Termination Date”), it will not, and will not permit any of his Affiliates to, without the prior written consent of 1UP:

(a) directly or indirectly, whether on its own behalf, or as an employee, consultant, partner, investor, lender, officer or director of any person, firm, partnership, trust, corporation or other entity, sponsor, promote, be engaged or interested in or otherwise in any manner take part in any business or other commercial activity that carries on the same or similar activities as the Business of 1UP, or competes with 1UP for any Business, in the Restricted Area, and will not allow its name or any part thereof to be used in or employed by any such competing business;

(b) solicit or entice, or attempt to solicit or entice, any Customer to do any Business with a competitor of 1UP, or cease doing any Business with the Corporation; or

(c) hire or retain the services of any employee or consultant of 1UP, or induce or influence any individual who is an employee or consultant of 1UP to terminate his or her employment or retainer with 1UP.

6.2. For the purposes of this Section 6, the following terms have the following meanings:

(a) “Business” means soccer coaching and training;

(b) “Customers” means any customers of the Corporation as at the Termination Date or during the 12 months prior to the Termination Date; and

(c) “Restricted Area” means the City of Calgary and any other city where 1UP conducts Business or during the 12 months prior to the Termination Date.

6.3. The Contractor acknowledges and agrees that:

(a) it has been independently advised by counsel with respect to the provisions of this Section 6;

(b) the parties have negotiated the provisions of this Section 6 on an equal footing based on equal bargaining power;

(d) the provisions hereof are reasonable and do not go beyond what is necessary to protect the interests of 1UP;

(e) the provisions of this Section 6 will not result in the impairment of the business of the Contractor as it is fully able to utilize its knowledge and skills in other business applications and circumstances which activities will not in any way result in a violation of the provisions hereof;

(f) 1UP would not have entered into this Agreement without the agreement of the Contractor to enter into, and be bound by the terms and conditions of this Section 6; and

(g) the Contractor understands and agrees that 1UP will suffer irreparable harm in the event that it or any of its affiliates breaches any of his or its obligations under this Section 6, and that monetary damages would be inadequate to compensate 1UP for such breach. Accordingly, the Contractor agrees that in the event of a breach or a threatened breach by it or any of its affiliates of any of the provisions of Section 6, 1UP will be entitled, in addition to any other rights, remedies or damages which may be available to 1UP, at law or in equity, to obtain an interim and permanent injunction in order to prevent or restrain any such breach or threatened breach of this Agreement by it, or by any or all of its partners, employers, employees, servants, agents, representatives, affiliates and any other persons directly or indirectly acting for, or on behalf of, or with, it. The Contractor further agrees that 1UP shall be entitled to injunctive relief without having to prove damages and shall be entitled to all of its costs and expenses incurred in order to obtain relief from any breach of the Contractor’s obligations under Section 6, including solicitor and his own client legal costs and disbursements.

7. - INDEMNITIES

7.1. General Indemnity

The Contractor shall indemnify and hold harmless 1UP and all associated, affiliated, predecessor, parent or subsidiary corporations or entities and their respective directors, officers, members, shareholders, insurers, agents, employees, servants and assigns (collectively, the “Indemnitees”) from and against all losses, damages, interest, penalties, assessments, arrears, source deductions or withholdings and other claims suffered or incurred by the Indemnities arising out of any determination or redetermination of the Contractor’s status as an independent contractor for income tax purposes.

8.– TERMINATION

8.1. Termination

This Agreement may be terminated:

by 1UP immediately upon written notice to the Contractor:

if the Contractor breaches any material term of this Agreement; or

if the Contractor commits a material breach of any applicable 1UP policy; or

by the Contractor immediately upon written notice to 1UP if 1UP breaches any material term of this Agreement; or

upon mutual written agreement between 1UP and the Contractor.

8.2. Obligations on Termination

In the event this Agreement is terminated by either Party in accordance with the terms of this Agreement, 1UP will be free of all claims of every nature and kind from the Contractor except the obligation to pay for the Services properly performed and expenses incurred pursuant to this Agreement to the date of termination. Upon termination of this Agreement by either Party, all outstanding amounts of money owed to the Contractor will be paid in full within fifteen (15) days after the date of termination.

9. – MISCELLANEOUS

9.1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, warranties, representations, negotiations and discussions, whether oral or written, of the Parties except as specifically set forth herein.

9.2. Amendments

This Agreement may only be altered or amended when such changes are made in writing and executed by the Parties hereto.

9.3. Governing Law and Submission to Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, as applicable, and the Parties hereto hereby submit to the jurisdiction of the Courts in the Province of Alberta.

9.4. Survival of Covenants

The following covenants, representations, warranties and indemnities given by the Contractor and 1UP in this Agreement shall survive termination of this Agreement and completion of the Services: sections 5.1 and 6.2.

9.5. Assignment

This Agreement may not be assigned by either Party without the written consent of, and without notice to, the other Party. Any assignment contrary to the provisions hereof is null and void.

9.6. Enurement

Subject to the other terms herein, this Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, representatives, successors and permitted assigns.

9.7. Unenforceable Terms

If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement or application of such term, covenant or condition to a party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby and each remaining term, covenant or condition of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.