Independent Contractor Agreement
This agreement is entered into as of the [     ] day of [           ], 20[      ],
between The Ladies of the Night ("Company") and [                                                     ] ("Contractor").

1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement. This Agreement shall not render the Contractor as an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor's compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

2. Duties and Compensation. The Company agrees to provide advertising and appointment setting services for the services for the Contractor's entertainment business. The Company does not participate in or benefit from any illegal sex-for-hire practices, and as such will not solicit, schedule, or otherwise arrange appointments for the Contractor in which payment has been offered in exchange for sexual favors.
For each appointment, Contractor will collect an appearance fee as arranged by the Company; Contractor agrees to pay 50% of this fee to the company. Arrangements for regular collection of such fees shall be agreed between Company and Contractor upon commencement of this Agreement.

3. Schedule. Schedule. You are Independent Contractors, There for can work when you want to but obviously the ladies that choose to be available full-time will be given top priority.
 
4. Confidentiality. The Contractor acknowledges that during the engagement, she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information records, and specifications owned or licensed by the Company and/or used by the company in connection with the operation of its business including, without limitation, the Company's business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that she will not disclose any of the previously mentioned, directly or indirectly, or use any of them in any manner, during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, specifications information, letters, notes, media lists, original/creative artwork, notebooks, and similar items relating to the business of the Company, whether prepare by the Contractor or otherwise coming into her possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company's prior written permission. Upon expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other such items in her possession or under her control. The Contractor further agrees that she will not disclose her retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of her relationship to the Company and the services hereunder.

5. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to the Company under this Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any or of any right or remedy allowed by law.

6. Merger. The merger or consolidation of the Company into or with any other entity shall not terminate this Agreement.

7. Termination. Either the Contractor or the Company may terminate this Agreement at any time. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.

8. Modification or Amendment. No amendment, change, or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

9. Entire Understanding. This document constitutes the entire understanding and agreement of the parties, and all prior agreements, understandings, and representations and hereby terminated and canceled in their entirety and is of no further force and effect.

10. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall be nevertheless remaining in full force and effect.

The undersigned has executed this Agreement as of the day and year first written above. The parties hereto agree that a facsimile signature shall be as effective as if original.


Contractor
______________________________________           _______________
Signature                                                                             Date

Fax to 760-454-1862