Supplier Service Agreement

<p>This Supplier Service Agreement - Standard ("Agreement") is entered into between:</p><p><strong>Automate America, Inc.</strong> ("Company", "AA", "We")<br/>PO BOX 1638<br/>Greer, SC 29652<br/>Phone: 586-770-8083<br/>Email: info@automateamerica.com</p><p>AND</p><p><strong>Independent Contractor</strong> ("Contractor", "You")<br/>As identified in your registration and onboarding documentation.</p><p>This Agreement governs Standard tier staffing services where Contractor operates as a 1099 independent contractor.</p>

<p><strong>"Standard Services"</strong> means staffing and placement services where Contractor is engaged as a 1099 independent contractor, NOT as a W-2 employee of Automate America.</p><p><strong>"1099 Independent Contractor"</strong> means an individual who provides services to Customers through Automate America but is NOT employed by Automate America. You are self-employed and responsible for your own taxes, insurance, and business operations.</p><p><strong>"Customer"</strong> means the company or individual who engages your services through Automate America.</p><p><strong>"Assignment"</strong> means a specific work engagement with a Customer facilitated by Automate America.</p><p><strong>"Contract Rate"</strong> means the agreed compensation for your services as specified in each Assignment.</p>

<p><strong>IMPORTANT: You are a 1099 independent contractor - NOT a W-2 employee.</strong></p><p><strong>3.1 Independent Contractor Status</strong></p><p>You expressly acknowledge and agree that:</p><ul><li>You are a 1099 independent contractor, NOT an employee of Automate America</li><li>You are NOT an employee of any Customer</li><li>You control the manner and means of performing services</li><li>You are free to provide services to others</li><li>Automate America does not provide employee benefits to you</li></ul><p><strong>3.2 What This Means for You</strong></p><p>As a 1099 independent contractor:</p><ul><li>No taxes are withheld from your payments</li><li>You receive a 1099-NEC form, NOT a W-2</li><li>You are responsible for self-employment taxes</li><li>You must carry your own insurance</li><li>You are not entitled to employee benefits</li></ul><p><strong>3.3 IRS Classification</strong><br/>This 1099 independent contractor relationship is established in accordance with IRS guidelines. You acknowledge that you understand the tax implications of being classified as a 1099 contractor.</p>

<p><strong>4.1 Assignment Process</strong></p><p>Automate America will match you with Customers seeking your skills. Each Assignment includes:</p><ul><li>Customer name and location</li><li>Scope of work and deliverables</li><li>Contract Rate</li><li>Estimated duration</li><li>Special requirements or certifications needed</li></ul><p><strong>4.2 Acceptance</strong><br/>You may accept or decline any Assignment. Accepting an Assignment constitutes agreement to its specific terms.</p><p><strong>4.3 Performance Standards</strong></p><p>You agree to:</p><ul><li>Perform services professionally and competently</li><li>Meet deadlines and deliverables as agreed</li><li>Maintain required licenses and certifications</li><li>Comply with Customer site rules and safety requirements</li><li>Communicate proactively about issues or delays</li></ul><p><strong>4.4 Work Control</strong><br/>As a 1099 independent contractor, you control how you perform the work, including your methods, tools, and schedule, subject to Customer requirements for access and coordination.</p>

<p><strong>5.1 Invoice-Based Payment</strong></p><p>As a 1099 independent contractor, you will be paid based on invoices you submit for completed work:</p><ul><li>Submit invoices for approved work periods</li><li>Invoices must include hours worked, Assignment reference, and Contract Rate</li><li>Submit invoices within 7 days of the work period</li></ul><p><strong>5.2 Payment Terms</strong></p><ul><li>Payment terms: NET 30 from invoice receipt</li><li>Payment method: Direct deposit or check</li><li>Minimum invoice amount: $100 (smaller amounts roll to next period)</li></ul><p><strong>5.3 No Payroll Processing</strong></p><p>Automate America does NOT:</p><ul><li>Process payroll for 1099 contractors</li><li>Withhold any taxes from payments</li><li>Provide pay stubs (you receive payment with invoice reference)</li></ul><p><strong>5.4 Rate Disputes</strong><br/>Any rate disputes must be raised within 30 days of payment. Contact info@automateamerica.com.</p>

<p><strong>CRITICAL: As a 1099 independent contractor, YOU are responsible for all taxes.</strong></p><p><strong>6.1 Your Tax Obligations</strong></p><p>You are solely responsible for:</p><ul><li>Federal income taxes</li><li>State income taxes</li><li>Self-employment taxes (Social Security and Medicare)</li><li>Local taxes where applicable</li><li>Quarterly estimated tax payments to IRS</li></ul><p><strong>6.2 No Tax Withholding</strong><br/>Automate America does NOT withhold any taxes from payments to 1099 contractors. You must set aside appropriate amounts for tax obligations.</p><p><strong>6.3 Form 1099-NEC</strong><br/>You will receive a Form 1099-NEC by January 31 each year for total payments exceeding $600 in the prior calendar year.</p><p><strong>6.4 W-9 Requirement</strong><br/>You must provide a completed W-9 form before receiving any payments. Failure to provide a valid W-9 may result in backup withholding as required by law.</p><p><strong>6.5 Tax Advice</strong><br/>Automate America does not provide tax advice. Consult a qualified tax professional regarding your 1099 contractor obligations.</p>

<p><strong>As a 1099 independent contractor, YOU must provide your own insurance coverage.</strong></p><p><strong>7.1 Your Insurance Responsibilities</strong></p><p>You are required to maintain:</p><ul><li>General liability insurance (minimum $1,000,000 per occurrence)</li><li>Professional liability/errors & omissions insurance as appropriate to your profession</li><li>Workers' compensation coverage (if required by your state for self-employed individuals)</li><li>Vehicle insurance (if using personal vehicle for assignments)</li></ul><p><strong>7.2 No Coverage from Automate America</strong></p><p>Automate America does NOT provide:</p><ul><li>Workers' compensation coverage for 1099 contractors</li><li>Health insurance or benefits</li><li>Disability insurance</li><li>Any other insurance coverage</li></ul><p><strong>7.3 Proof of Insurance</strong><br/>You may be required to provide certificates of insurance upon request by Automate America or Customers.</p><p><strong>7.4 Hold Harmless</strong><br/>You agree to indemnify and hold harmless Automate America from any claims arising from your services, including injuries to yourself or others.</p>

<p><strong>8.1 Confidential Information</strong></p><p>You agree to keep confidential all proprietary information of Automate America and Customers, including:</p><ul><li>Trade secrets and business processes</li><li>Client lists and contact information</li><li>Pricing and contract terms</li><li>Technical data and specifications</li><li>Any information marked as confidential</li></ul><p><strong>8.2 Non-Disclosure</strong><br/>You will not disclose, publish, or otherwise share confidential information with any third party without prior written consent.</p><p><strong>8.3 Return of Materials</strong><br/>Upon termination of any Assignment or this Agreement, you will return all confidential materials and delete any electronic copies.</p><p><strong>8.4 Duration</strong><br/>Confidentiality obligations continue for 3 years after the end of this Agreement or the relevant Assignment, whichever is later.</p><p><strong>8.5 Exceptions</strong></p><p>Confidentiality obligations do not apply to information that:</p><ul><li>Is or becomes publicly available through no fault of yours</li><li>Was known to you before receiving it from AA or Customer</li><li>Is independently developed by you</li><li>Is required to be disclosed by law</li></ul>

<p><strong>9.1 Governing Law</strong><br/>This Agreement is governed by the laws of the State of South Carolina.</p><p><strong>9.2 Dispute Resolution</strong><br/>Any disputes arising under this Agreement shall be resolved through binding arbitration in Greenville County, South Carolina, in accordance with the rules of the American Arbitration Association.</p><p><strong>9.3 Entire Agreement</strong><br/>This Agreement constitutes the entire agreement between the parties regarding 1099 independent contractor services and supersedes all prior agreements.</p><p><strong>9.4 Amendments</strong><br/>This Agreement may only be amended in writing signed by both parties.</p><p><strong>9.5 Severability</strong><br/>If any provision is found unenforceable, the remaining provisions continue in full effect.</p><p><strong>9.6 Independent Contractor Reaffirmation</strong><br/>By entering into Assignments, you reaffirm your status as a 1099 independent contractor and acknowledge that you are NOT an employee of Automate America.</p><p><strong>9.7 Contact Information</strong><br/>Automate America, Inc.<br/>PO BOX 1638<br/>Greer, SC 29652<br/>Phone: 586-770-8083<br/>Email: info@automateamerica.com</p>