INDEPENDENT CONTRACTOR AGREEMENT

1. The Parties. This Agreement is made between a business entity known as West Bay Technologies LLC. with a mailing address of PO Box 806, Saunderstown, Rhode Island, 02874 (“Client”)

AND

1 individual(s) known as Nelson Bolivar with a mailing address of Carrera 30 #2-70,

Medellín, Antioquia, 050021 (“Contractor”).

WHEREAS the Client intends to pay the Contractor for services provided, effective September 3rd 2018, under the following terms and conditions:

1. Services. The Contractor agrees to perform the following: Instructed by The Client,

– Develop a functional and native iOS Application using Swift and Xcode 9 & 10 from provided Sketch file from The Client

– Integrate a selected backend system approved by The Client that is intertwined with the specified iOS Application

– Upload the iOS Application and set up distribution on the App Store with The Client’s iTunes Connect Account details

Hereinafter known as the “Services”.

III. Compensation The Client agrees to pay for the Services performed by the Contractor.

The Contractor agrees to be compensated as follows:

• The Contractor shall be paid Five Hundred Dollars ($500.00) in twenty (20) installment periods of Twenty Five Dollars ($25.00) by the Client. Contractor will not be paid in excess of Five Hundred Dollars unless otherwise agreed to in writing and is expected to complete the Services regardless of whether Services are completed after pay periods have ended.

• The Contractor will be reimbursed for reasonable expenses associated with the software tools required to complete Services and only if such expenses are for the purpose of materials necessary to complete the Services. The Contractor shall be required to produce itemized receipts.

• Invoices and Expense Reimbursement Requests shall be submitted to the Client no later than 8:00 pm EST on every Thursday during the term of Services or until Services are completed. Payments to Contractor will be made by the following Sunday following the receipt of Invoice.

• The Contractor will be compensated with a 15% Membership share in West Bay Technologies LLC, upon the satisfactory completion of Services. Client shall have the sole discretion to determine satisfactory completion of Services. Contractor will make a written request to review Services and Client will provide written evaluation.  In the event that Services have not been fully rendered to the satisfaction of Client, Contractor will have Thirty (30) days to remedy Client’s concerns.

• Any Membership share provided to Contractor will be limited in scope as defined in a Membership Agreement which Contractor agrees to sign. These limitations will include restrictions on the divestment of Membership and the limited scope of authority provided to Contractor to determine West Bay Technologies LLC, management and general business direction or decision.

2019. Due Date. The Services provided by the Contractor shall begin on September 3rd 2018 and end on January 21st 2019. All Services provided by the Contractor must be completed by January 21st 2019.

1. Expenses. The Contractor shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions / payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided Contractor.

1. Independent Contractor Status. The Contractor, under the code of the Internal Revenue Service (IRS), is an independent contractor and neither the Contractor’s employees nor contract personnel are, or shall be deemed, the Client’s employees.

In its capacity as an independent contractor, Contractor agrees and represents:

Contractor has the right to perform Services for others during the term of this Agreement;

Contractor has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed. Contractor shall select the routes taken, starting and ending times, days of work, and order in which the work is performed;

Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required under this Agreement.

Neither Contractor, nor the Contractor’s employees or personnel, shall be required to wear any uniforms provided by the Client;

The Services required by this Agreement shall be performed by the Contractor, Contractor’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Contractor;

Neither Contractor nor Contractor’s employees or personnel shall receive any training from the Client in the professional skills necessary to perform the services required by this Agreement; and

Neither the Contractor nor Contractor’s employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.

VII. Business Licenses, Permits, and Certificates. The Contractor represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.

VIII. Federal and State Taxes. Under this Agreement, the Client shall not be responsible for:

Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor;

Making federal or state unemployment compensation contributions on the Contractor’s behalf; and

The payment of all taxes incurred related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that such payments have been made.

1. Benefits of Contractor’s Employees. The Contractor understands and agrees that they are solely responsible and liable for all benefits that are provided to their employees including, but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

1. Unemployment Compensation. The Contractor shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Contractor shall not be entitled to unemployment compensation in connection with the Services performed under this Agreement.

1. Workers’ Compensation. The Contractor shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Contractor hires employees to perform any work under this Agreement, the Contractor agrees to grant workers’ compensation coverage to the extent required by law. Upon request by the Client, the Contractor must provide certificates proving workers’ compensation insurance at any time during the performance of the Service.

XII. Liability Insurance. The Contractor agrees to bear all responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Contractor agrees to obtain comprehensive liability insurance coverage in case of bodily injury, personal injury, property damage, contractual liability, and cross-liability.

There shall be no minimum required amount for the liability insurance.

XIII. Indemnification. The Contractor shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.

XIV. Termination of Agreement. This Agreement shall terminate on January 21st 2019.

In addition, the Client or Contractor may terminate this Agreement, including any obligations stated hereunder, with reasonable cause by providing written notice of:

A material breach of the other party; or

Any act exposing the other party to liability to others for personal injury or property damage.

1. Option to Terminate. The Client and Contractor shall not have the option to terminate this Agreement unless there is reasonable cause as defined in Section XIV.

XVI. Exclusive Agreement. This entire Agreement is between the Client and Contractor.

XVII. Resolving Disputes. If a dispute arises under this Agreement, any party may take the matter to a Wyoming state court.

XVIII. Confidentiality. The Contractor acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Contractor in order for the Contractor to perform their duties under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client’s prior written permission except to the extent necessary to perform services on the Client’s behalf.

Proprietary or confidential information includes, but is not limited to:

The written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use;

Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; and

Information belonging to customers and suppliers of the Client about whom the Contractor gained knowledge as a result of the Contractor’s services to the Client.

Upon termination of the Contractor’s services to the Client, or at the Client’s request, the Contractor shall deliver to the Client all materials in the Contractor’s possession relating to the Client’s business.

The Contractor acknowledges that any breach or threatened breach of confidentiality of this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to Client’s rights and remedies otherwise available at law.

XIX. Proprietary Information. Proprietary information, under this Agreement, shall include:

The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress, and deliverables, will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;

Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and

The Client will be entitled to use Contractor’s name and/or likeness use in advertising and other materials.

1. No Partnership. This Agreement does not create a partnership relationship between the Client and the Contractor. Unless otherwise directed, the Contractor shall have no authority to enter into contracts on Client’s behalf or represent the Client in any manner.

XXI. Assignment and Delegation. The Contractor may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Contractor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.

The Contractor shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with Sections XVIII & XIX of this Agreement. If any such information is shared by the Subcontractor to third (3^rd) parties, the Contractor shall be made liable.

XXII. Additional Terms and Conditions. The Contractor will be entitled to 15% of West Bay Technologies LLC. and $500.00 USD broken into 20 $25.00 weekly incremental payments. The Contractor agrees to abide by the developmental schedule provided in the attached document titled “iOS Developmental Calendar”, and understands that unless instructed otherwise with written approval from The Client. If The Contractor fails to adhere to the “iOS Development Calendar” payment for the following week’s pay will be canceled and non-refundable/returnable.

XXIII. Governing Law. This Agreement shall be governed under the laws in the State of Wyoming.

XXIV. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

XXV. Breach Waiver. Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.

XXVI. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Contractor.

Client’s Signature ________________________ Date _______________

Print Name ________________________

Contractor’s Signature ________________________ Date _______________

Print Name ________________________

ADDENDUM

An Agreement was made by and between West Bay Technologies LLC. , whose address is P.O Box 806, Saunderstown, Rhode Island, 02874 and Nelson Bolivar, whose address is Carrera 30 #2-70,Medellín, Antioquia, 050021 on the 3^rd day of September, 2018 (hereinafter referred to as “original stated contract”) set forth below.

WHEREAS, the parties wish to modify the terms of the original stated contract as set forth herein.

NOW THEREFORE, in consideration of the mutual promises herein, the parties, intending to be legally bound, hereby agree that the following constitutes additional terms and conditions of the stated contract.

1. Modification Item 1: Nelson Bolivar’s equity is hereby modified at 15% of West Bay Technologies LLC. He is to receive $25.00 for 14 weeks as a consultant totaling the remaining $350.00.

2. Modification Item 2: A developer is hereby added to the agreement, one Sebastian Bonilla.He is to receive $1,000.00 bi-monthly as a full-stack developer, the payments will be made on the 1^st day and 25^th day of the two months.

3. As a condition of payment, Nelson Bolivar receiving his weekly payment of $25.00 and as a condition for Sebastian Bonilla receiving his bi-monthly payment of $250.00 both agree to attend all bi-weekly meetings which are scheduled at 8 PM Eastern Standard Time on both Monday’s and Thursday’s. Nelson Bolivar shall be held liable for everything and will appear on the meetings on Sebastian’s behalf.

4. The due date of the project remains the same at January 21^st, 2019.

5. The parties reaffirm all other terms and conditions of the above-mentioned original contract not hereby otherwise modified or amended.

6. I have read and understand the terms of this addendum and the Independent Contractor Agreement and agree to abide by the terms that are set herein.

Client’s Signature Signature _________________________

_______________________ Date_____

Print Name

Signature _________________________

Developer’s Signature _______________________ Date_____

Print Name

Contractor’s Signature Signature _________________________

_______________________ Date_____

Print Name