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KIDSMEALDEALS.COM: CONTRACT FOR SERVICES AGREEMENT

This agreement is made on   TODAY'S DATE  , between Kids Meal Deals, LLC., an Ohio limited liability company (“KMD”) with a principal place of business at 6343 Presidential Gateway Suite 140, Columbus, Ohio 43231, and   YOU   (“Recruiter”), an independent contractor, with a principal place of business at   YOUR HOME ADDRESS  .

ARTICLE 1. TERM OF CONTRACT
This agreement will become effective on the date stated above and will remain in effect until terminated. Should either party wish to terminate this agreement, the party shall deliver written notice of request to terminate at least thirty (30) days prior to the termination date. In this case, the Recruiter will receive commissions on all listing brought by the Recruiter that have been submitted for approval to KMD as of the termination date.

ARTICLE 2. SERVICES TO BE PERFORMED BY RECRUITER
Specific Services
2.01 Recruiter agrees to promote KMD’s products (the “Product”) to the general public, potential purchasers and assist in orders for purchase.

State of Recruiter
2.02 Recruiter enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Recruiter agrees that he or she is not and will not become an employee, partner, agent, or principal of KMD while this Agreement is in effect. Recruiter agrees he or she is not entitled to the rights or benefits afforded to KMD’s employees, including disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, or any other employment benefit. Recruiter is responsible for providing, at his or her own expense, disability, unemployment and other insurance, workers’ compensation, training, permits, and licenses for himself or herself.

Payment of Income Taxes
2.03 Recruiter is responsible for paying when due all income taxes, including estimated taxes incurred as a result of the compensation paid by KMD to Recruiter for services under this Agreement. On request, Recruiter will provide KMD with proof of timely payment. Recruiter agrees to indemnify KMD for any claims, costs, losses, fees penalties, interest or damages suffered by KMD resulting from Recruiter’s failure to comply with this provision.

ARTICLE 3. COMPENSATION
Flat Rate
3.01 KMD agrees to pay Recruiter a commission as described in Exhibit I to this Agreement that Recruiter has initialed.

ARTICLE 4. OBLIGATIONS OF RECRUITER
Non-Exclusive Relationship
4.01 Recruiter may represent, perform services for, and contract with as many additional clients, persons, or companies as Recruiter, in his or her sole discretion sees fit. Not withstanding the foregoing, Recruiter shall not be permitted to sell products that compete with KMD, specifically offers to restaurants engaging in the promotion of kids’ meals.

Time and Place of Performing Work
4.02 Recruiter may perform the services under this Agreement at any suitable time and location he or she chooses.

Limited Liability
4.03 Recruiter will not be liable to KMD, or to anyone who may claim any right due to a relationship with KMD, for any acts or omissions in the performance of services under the terms of this Agreement unless the acts or omissions are due to willful misconduct. KMD will indemnify and hold Recruiter free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from, growing out of, or in any way connected with the services rendered to KMD, under the terms of this Agreement, unless Recruiter is judged by a court of competent jurisdiction to be guilty of willful misconduct.

Indemnity
4.04 Recruiter agrees to indemnify, defend and hold KMD free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorneys’ fees, and costs that Recruiter may incur as a result of a breach by Recruiter of any representation or agreement contained in this Agreement.

Assignment
4.05 Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Recruiter without prior written consent from KMD.

ARTICLE 5. OBLIGATIONS OF KMD
5.01 KMD agrees to comply with all reasonable requests of Recruiter and provide access to all documents reasonably necessary to the performance of the Recruiter’s duties under this Agreement.

5.02 KMD reserves the right to adjust pricing on products and services at its own discretion and without prior notice.

ARTICLE 6. TERMINATION OF AGREEMENT
Termination on Notice
6.01 Notwithstanding any other provision of the Agreement, either party may terminate this Agreement at any time by giving thirty (30) days’ written notice to the other party.

Termination on Occurrence of Stated Events
6.02 This Agreement will terminate automatically on the occurrence of any of the following events:

(a) Bankruptcy or insolvency of either party
(b) Sale of the business of either party
(c) Death of either party

Termination for Default
6.03 If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five (5) days after mailing notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to the following:

(a) KMD’s failure to pay Recruiter any compensation due within 30 days after written demand for payment.
(b) Representative’s failures to complete the services specified in paragraph 2.01.
(c) Representative’s material breach of any representation or agreement contained in this Agreement.
(d) KMD’s material breach of any representation or agreement contained in this Agreement.

ARTICLE 7. PROPRIETARY RIGHTS
New Developments
7.01 Recruiter agrees, that all designs, plans, reports, specifications, drawings, inventions, processes, and other information or items produced by Recruiter while performing services under this Agreement will be assigned to KMD as the sole and exclusive property of KMD and KMD’s assigns, nominees, and successors, as will any copyrights, patents, or trademarks obtained by Recruiter while performing services under this Agreement. On request and at KMD’s expense, Recruiter agrees to help KMD obtain patents and copyrights for any new developments. This includes providing data, plans, specifications, descriptions, documentations, and other information, as well as assisting KMD in completing any required application or registration.

7.02 Any written, printed, graphic, or electronically or magnetically recorded information furnished by KMD for Recruiter’s use are the sole property of KMD. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning KMD’s employees, products, services, prices, operations, and subsidiaries.

Recruiter will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with KMD’s approval, and only to the extent necessary to perform the services under this Agreement. On termination of this Agreement, Recruiter will return any confidential information in his or her possession to KMD.

Non-Solicitation
7.03 For a period of two (2) years following the termination of this Agreement, Recruiter will not do either of the following: (1) call on, solicit, or take away any of KMD’s customers or potential customers Recruiter became aware of as a result of performing services under this Agreement: or (2) solicit or hire away any of KMD’s employees or contractors Recruiter became aware of as a result of performing services under this Agreement.

Confidentiality Clause
7.04 During the course of any meeting(s) or conversations, recruiters may receive, learn or observe confidential information and data used by KMD which is proprietary to KMD, whether or not patentable or copyrightable.

Confidential information shall include but not be limited to designs, processes, supplier information, cost, prices, customer lists, and the KMD Program for Recruiters.

Recruiter acknowledges and agrees that all such proprietary information shall be (i) the sole property of KMD, (ii) held in strict confidence by Recruiter, and (iii) maintained by Recruiter in accordance with such internal procedures as are necessary to assure that such information retains its confidential character. Recruiter agrees not to use the proprietary information or any information derived there from for its own purposes, for any other client or third party.

ARTICLE 8. GENERAL PROVISIONS
Notice
8.01 Any notices required to be given under this Agreement by either party to the other may be effected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change the address by giving written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of the day of receipt or the fifth day after mailing, whichever occurs first.

Entire Agreement of the Parties
8.02 This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Recruiter for KMD and contains all of the representations, covenants and agreements between the parties with respect to the rendering of those services. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged.

Partial Invalidity
8.03 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

Payment of Money Due Deceased Recruiter
8.04 If Recruiter dies before completing the services under this Agreement, any moneys due to Recruiter from KMD under this Agreement as of the date of death will by paid to the Recruiter’s executors, administrators, heirs, personal representatives, successors and assigns.

Arbitration
8.05 Any controversy between the parties to this Agreement involving the construction or application of any of the terms, covenants, or conditions of this Agreement will, on the written request of one party served on the other, be submitted to arbitration. The arbitration will comply with and be governed by provisions in accordance with the laws of the State of Ohio. The prevailing party to the arbitration will be entitled to reasonable attorney’s fees and costs.

Attorney’s Fees
8.06 If any legal actions, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

Governing Law
8.07 This Agreement will be governed and construed in accordance with the laws of the State of Ohio.

EXHIBIT I - RECRUITER COMPENSATION

FLAT RATE
i. KMD will pay Recruiter a flat rate commission of 175% of first month payment of restaurant subscription.

ii. All commissions will be processed at the end of the month in which KMD receives the second payment from restaurant subscriber.

EXAMPLE I:

A Featured Listing for $19.99 which is created on April 15, 2008 will be processed on May 15, 2008. This commission check for $35.00 ($19.99 x 1.75 = $35.00) will be cut and mailed by May 31, 2008.

EXAMPLE II:

A chain of 25 locations subscribes on April 3, 2008 to a Featured Listing at $19.99 per location. This commission check for $874.56 (25 x $19.99 = $499.75 x 1.75 = $874.56) will be processed on May 3, 2008 and cut and mailed by May 31, 2008.

* In the event a volume discount or promotional price is given, commission will be 175% of first month payment of restaurant subscription.