Independent Contractors Agreement

1. During the term of this letter agreement, you hereby agree that all mystery shopping services provided by you to GfK shall be pursuant to the terms and conditions of this letter agreement.

2. This letter agreement is effective as of the date on which this letter agreement is signed by you and shall terminate when you complete the project, except that Paragraphs 8, 9 and 12 shall survive upon termination of this Agreement.

3. Pursuant to the terms and conditions of this letter agreement, GfK may offer to you, and you may accept to perform, a particular mystery shopping project.

4. In performing mystery shopping services pursuant to this letter agreement, you hereby agree to (a) be solely responsible for the manner and means of completing the mystery shopping services provided pursuant to this letter agreement and perform such services in an accurate, complete, diligent and professional manner. (b) complete the mystery shopping projects pursuant to any and all briefing notes concerning such projects provided by GfK to you (the "Briefing Notes"), (c) be solely responsible for any and all costs, expenses and obligations of any kind incurred by you in performing mystery shopping services pursuant to this letter agreement, (d) complete mystery shopping projects within the time period provided for in the Briefing Notes, (e) present yourself as a consumer of particular products and/or services when performing mystery shopping services, (f) observe and evaluate particular products and/or services for a particular mystery shopping projects pursuant to the Briefing Notes, (g) report all mystery shopping data collected pursuant to this letter agreement accurately and truthfully, without error or omission, (h) report on-line to GfK all data collected pursuant to this letter agreement within twenty-four (24) hours of a mystery shopping visit by you having taken place, and (i) provide any additional information pursuant to the terms and conditions mutually agreed upon by the parties hereto.

5. You hereby agree that you shall devote as much time as is necessary to perform the mystery shopping services contemplated by this letter agreement and complete the deliverables set forth herein; provided, however, that the exact hours and sequence of your work shall be solely at your discretion, subject to the proper performance of your mystery shopping services. Notwithstanding anything to the contrary contained herein, this letter agreement is non-exclusive and shall not prohibit you from rendering mystery shopping services to any other person or entity and, furthermore, you shall be permitted to provide mystery shopping services to other persons or entities simultaneously with the provision of such services to GfK, and you do not have an obligation to give GfK preference in the provision of such services; provided, however, that you hereby represent and warrant that there is no conflict of interest in your contracts for other clients, if any, with the services to be provided pursuant to this letter agreement and that you shall ensure that no such conflict arises during the term of this letter agreement.

6. You hereby agree and acknowledge that (a) GfK shall not provide to you any office space, materials, transport or any other services or support in your performance of mystery shopping services pursuant to this letter agreement, except as specifically provided herein, (b) you could make a profit or loss by providing the mystery shopping services pursuant to this letter agreement and GfK assumes no liability of any kind whatsoever for your profits or losses, (c) you are an Independent Contractor and shall not, under any circumstances, represent yourself as an employee of GfK, (d) you are not entitled to any medical or other benefits of any kind from GfK and (e) you shall be solely responsible for the payment of all federal, state, local, foreign and other taxes, social security, customs, duties or similar fees, assessments, contributions or charges of any kind that may become due as a result of the compensation to you pursuant to this letter agreement. GfK will not withhold taxes from any compensation due to, or received by, the Contractor.

7. As full compensation for the services rendered hereunder, GfK shall pay you a fee (the "Fee") to be mutually agreed upon prior to the performance of each mystery shopping project, and the Fee shall be payable within three (3) weeks of your reporting the data pursuant to Paragraphs 4(h) and 4(i) above; provided, however, GfK shall have not have any liability or obligation of any kind to pay the Fee or any other amount to you if (a) GfK determines, at its sole and commercially reasonable discretion, that, in performing mystery shopping services to GfK pursuant to this letter agreement, you have not met (i) the standards of quality set forth in the Briefing Notes or otherwise in this letter agreement or (ii) the standards of quality customarily expected in the mystery shopping industry, (b) the mystery shopping services provided pursuant to this letter agreement are not complete, (d) you have not provided data to GfK within the time constraints provided by Paragraphs 4(h) and 4(i) above, unless otherwise agreed to by GfK, or (e) you have otherwise committed a material breach of this letter agreement. The Fee shall be paid per mystery shopping project and not on a per unit of time basis.

8. All materials created, written or otherwise produced and all ideas devised or developed by you on behalf of GfK shall be the exclusive property of GfK, shall be considered works made for hire and all right, title and interest in such materials and ideas, including but not limited to all copyright and other intellectual property rights therein, shall belong to and are hereby assigned to GfK. You shall not, without the prior written consent of GfK, disclose any of such materials or ideas to any third party or use any of such materials or ideas for the benefit of you or any third party.

9. In the course of performing mystery shopping services pursuant to this letter agreement, you may be given access to certain confidential or proprietary information relating to the business of GfK and/or its affiliates. It is understood that such information is of a highly sensitive nature and is a valuable asset, the improper disclosure of which would be materially damaging to GfK and/or its affiliates. Accordingly, you agree to hold all such information in the strictest confidence and shall not disclose such information to any third party or use it for the benefit of you or any third party without the prior written consent of GfK.

10. Neither party may assign any of its rights or delegate any of its obligations hereunder except with the prior written consent of the other party; provided, however, that GfK may assign any of its rights or obligations to a company that controls, is controlled by or is under common control with GfK.

11. It is understood and agreed that you are an independent contractor, and nothing in this letter agreement is intended to create an employment, partnership, joint venture or agency relationship between the parties. Except as expressly provided herein, neither party shall have any right or power to bind the other or to assume or create an obligation for, on behalf of or in the name of the other. You agree to provide such documentation of independent contractor status as GfK may require in accordance with standard company policy and procedures. You acknowledge that you shall not be entitled to participate in any employee benefit plans maintained by GfK for the benefit of its employees, including, but not limited to, retirement plans.

12. You represent and warrant that (a) you are at least eighteen (18) years of age or the age required or allowed under applicable law for making a legal and binding contract and (b) all information that you submit is true and accurate.

13. You agree and acknowledge that it is your responsibility to print or store a copy of this Agreement and to retain this copy for your records.

14. You agree that by accepting the terms in this Agreement, you consent to receive required information, and any other information provided to you from GfK, solely by electronic communication to the e-mail account you have previously provided to GfK. You also confirm that your computer can receive, access, display, print and store copies of such required information.

15. You agree and acknowledge that GfK may (a) generate print copies of its electronic records and introduce them in evidence as original documents, and (b) prove your agreement or consent in any manner, including without limitation, by showing that a procedure existed by which you must have provided consent or engaged in conduct in order to provide mystery shopping services to GfK.

16. To the fullest extent permitted by law, unless expressly permitted by this letter agreement, GfK shall not be liable for any damages, including, but not limited to, special, consequential or indirect damages, of any party whatsoever, arising out of the performance of your mystery shopping services under this letter agreement, regardless of whether such damages are based on tort, warranty, contract or any other legal theory, even if advised of the possibility of such damages.

17. This agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its rules regarding choice or conflicts of law.

18. This letter contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements between them.

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