Independent Contractor Agreement

THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement”) is made between Corypheus Inc DBA Russian Math Tutors (the "Company” or "RMT”), a California S Corporation, and (the "Tutor”) for the purpose of setting forth the exclusive terms and conditions by which Company desires to acquire Tutor’s services.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

1. Services:

Company retains Tutor, as an Independent Contractor, and Tutor agrees to perform for Company, render the services, and deliver the reports, according to the schedule and as set forth in Exhibit A to this Agreement (the "Services”).

2. Consideration / Compensation:

(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to Company (as determined by the Company), Company shall pay Tutor on a time basis at agreed upon rate.

(b) Payments shall be submitted based on a tutor’s correctly reconciled hours (submitted via the Company’s online portal).

(c) As an Independent Contractor, Tutor is not entitled to receive any other compensation or any benefits from Company. Except as otherwise required by law, Company shall not withhold any sums or payments made to Tutor for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Tutor’s responsibility. Tutor further understands and agrees that the Services are not covered under state or federal unemployment compensation laws, and are not intended to be covered by any state or federal workers’ compensation laws. All such costs shall be Tutor’s responsibility.

3. Nondisclosure:

(a) Tutor understands that, in connection with its engagement with Company, it may receive, produce, or otherwise be exposed to Company’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, and related documentation, inventions

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(whether patentable or not), know-how, show-how, and other information considered to be confidential by Company, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Tutor under this Agreement), in addition to all information Company receives from others under an obligation of confidentiality (individually and collectively "Confidential Information”).

(b) Tutor acknowledges that the Confidential Information is the Company’s sole, exclusive and extremely valuable property. Accordingly, Tutor agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to Company employees and other Company Tutors who need to know such Confidential Information in order to perform the Services. Immediately upon termination or expiration of this Agreement for any reason, Tutor agrees to cease using, and to return to Company, all whole and partial copies and derivatives of the Confidential Information, whether in Tutor’s possession or under Tutor’s direct or indirect control, including any computer access nodes and/or codes.

(c) Tutor shall not disclose or otherwise make available to Company in any manner any confidential and proprietary information received by Tutor from third parties. Tutor warrants that his/her performance of all the terms of this Agreement does not and will not breach any agreement entered into by Tutor with any other party.

4. Non-Compete / Non-Solicitation:

(a) During the term of this Agreement, and for twelve (12) months following the termination for any reason of this Agreement with the Company, Tutor agrees not to solicit business from or render services to (a) any client of the company; (b) any client who was a client of the Company on the date of the termination or during the twelve (12) months immediately preceding the termination; (c) any siblings of such client; or (d) any referrals from such client or such client's family.

(b) During the term of this Agreement, and for twelve (12) months following the termination of this Agreement, Tutor agrees not to (a) employ, retain or be affiliated in a business venture, which competes with the Company, with a current or previous contractor or employee of the Company; (b) induce a current or previous contractor or employee to leave the Company; or (c) solicit the hiring of a current or previous contractor or employee.

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(d) Tutor shall not use other virtual board software or whiteboards while working with RMT clients performing services for RMT.

(e) Tutor should not disable the recording feature on the RMT whiteboard.

5. Indemnification / Release:

Tutor agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless Company, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of Tutor in the performance or failure to fulfill any Services or obligations under this Agreement.

6. Termination:

This Agreement shall be effective on the date hereof and shall continue until terminated by either party. This Agreement may be terminated: (a) without cause, by fourteen (14) days' prior written notice by either party; or (b) with cause, immediately upon material breach of any term of this Agreement by either of the parties.

7. Independent Contractor:

Company and Tutor expressly agree and understand that Tutor is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Tutor acknowledges that Tutor is not eligible for any Company benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Tutor is not the agent of Company and is not authorized and shall not have the power or authority to bind Company or incur any liability or obligation, or act on behalf of Company. At no time shall Tutor represent that it is an agent of the Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the Company.

8. General:

(a) This Agreement does not create an obligation on Company to continue to retain Tutor beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.

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(b) Tutor hereby agrees that any breach of Section 3 or 4 by Tutor will cause irreparable harm to Company and that in the event of such breach or threatened breach, Company shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of Tutor obligations hereunder.

(c) Tutor hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.

(d) This Agreement shall be governed by the laws of the State of New York, and Tutor hereby consents to the jurisdiction of the state and federal courts of New York in the event the Company pursues any of its remedies against Tutor under this Agreement. This Agreement may only be changed in writing, and the waiver by either Tutor or the Company of a breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach.

(d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.

(e) All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, an email sent to the email address for the sender stated in this Agreement, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either party may later specify by written notice to the other.

(f) Tutor represents that it is free to enter into this Agreement and to provide service to the Company, and that such actions will not constitute a breach of, or default under, any other existing agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement.

TUTOR: COMPANY:

By:

Name: Alexander Kolchinsky

Address: 389 Huckleberry Dr. San Jose, CA 95123

Email: [email protected]

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EXHIBIT A

Specification and Expectations of Services Rendered:

1. Tutor is an Independent Contractor who is contracted to provide academic

assistance to mutually agreed upon students.

2. Tutor must always do his/her best to be punctual and keep appointments. Tutor must contact the student’s family by phone and/or by e-mail as far in advance as possible if an appointment must be rescheduled. Appointment cancellations must be made twenty-four (24) hours prior to the tutoring session, except in the case of a medical emergency.

3. Tutor must inform RMT by phone and/or email immediately

once Tutor knows that he/she will be unavailable to work with a client for longer than one week, so that substitutes can be arranged.

4. Tutor must keep records as directed and required by RMT.

5. Tutor must submit monthly report on student progress as requested by RMT.

6. Tutor must not become personally or romantically involved with student while

working as the student’s tutor.

7. Tutor must not use tutoring time to impose his/her personal values, beliefs, or

lifestyle upon others.

8. Tutoring sessions that happen in the student's home or any other non-public

location must have an adult parent or guardian present.

9. If a student shares information requiring intervention beyond the role as

a tutor, Tutor must communicate that information to RMT immediately.