Independent Contractor Agreement

Independent Contractor Agreement

Effective Date: July 1, 2026
Parties: Elite Security Defense LLC ("ESD" or "Company") and the undersigned Contractor ("Contractor," "you," or "your").

This Independent Contractor Agreement ("Agreement") governs the terms under which you provide services through the ESD Platform. By submitting an application, accepting a service assignment, or accessing the Contractor portal, you agree to be bound by this Agreement in its entirety.

1. Independent Contractor Status

You are an independent contractor and not an employee, agent, partner, joint venturer, or franchisee of ESD. Nothing in this Agreement shall be construed to create an employment relationship. You have no authority to bind ESD contractually, and you shall not represent yourself as an employee or agent of ESD.

As an independent contractor, you: (a) control the manner and means by which you perform services; (b) are responsible for your own tools, equipment, transportation, and supplies unless expressly provided otherwise; (c) may work for other clients and companies, provided no conflict of interest exists; and (d) are not entitled to employee benefits, including but not limited to health insurance, workers' compensation, unemployment insurance, vacation pay, or retirement benefits from ESD.

2. Tax Obligations

You are solely responsible for all federal, state, and local taxes, including self-employment tax, income tax, and any other taxes applicable to the compensation you receive under this Agreement. ESD will not withhold any taxes from payments made to you. ESD will report payments to you on IRS Form 1099-NEC as required by applicable law. You agree to provide ESD with a completed IRS Form W-9 prior to receiving any payment.

3. Services and Assignments

ESD will offer you service assignments through the Platform. You have the right to accept or decline any assignment. Upon accepting an assignment, you agree to perform the described services in a professional, competent, and timely manner, in compliance with all applicable federal, state, and local laws, regulations, and licensing requirements.

You agree to: (a) arrive at the assigned location at the scheduled time; (b) maintain professional conduct and appearance at all times; (c) complete all required check-in and check-out procedures through the Platform; (d) report any incidents, injuries, or emergencies immediately to ESD and, where applicable, to law enforcement; and (e) submit any required documentation or post-assignment reports within the timeframe specified.

4. Licensing, Certifications, and Insurance

You represent and warrant that, as of the date of this Agreement and throughout its term: (a) you hold all licenses, permits, and certifications required by applicable law to perform the services you offer through the Platform; (b) all licenses and credentials are current and in good standing; (c) you carry general liability insurance in minimum amounts required by applicable law or as otherwise specified by ESD; and (d) you will promptly notify ESD of any suspension, revocation, or lapse of any required license or insurance coverage.

You authorize ESD to verify your licensure and credentials at any time. ESD reserves the right to suspend your access to the Platform if any required license or insurance lapses or is revoked.

5. Compensation

ESD will pay you compensation as set forth in the applicable service assignment details or rate schedule communicated through the Platform. Payment will be issued within the timeframe specified in the Platform's payout settings, subject to satisfactory completion of the assignment and receipt of all required documentation.

ESD reserves the right to withhold or offset payment in the event of: (a) documented customer complaints arising from your services; (b) failure to complete required Platform check-in/check-out procedures; (c) breach of this Agreement; or (d) outstanding balance owed by you to ESD.

6. Liability and Indemnification

YOU ASSUME ALL RISK FOR INJURY, PROPERTY DAMAGE, OR OTHER LOSS ARISING FROM YOUR PERFORMANCE OF SERVICES. ESD SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM YOUR PERFORMANCE OF SERVICES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, CLAIMS BY CUSTOMERS, OR THIRD-PARTY CLAIMS.

You agree to indemnify, defend, and hold harmless ESD and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your performance of services; (b) your violation of this Agreement or any applicable law; (c) any negligent or intentional act or omission by you; or (d) any claim by a customer arising from services you performed.

7. Confidentiality

In connection with your services, you may have access to confidential information of ESD or its clients, including but not limited to client identities, security protocols, platform data, pricing, and operational details ("Confidential Information"). You agree to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without ESD's prior written consent; and (c) use Confidential Information solely for the purpose of performing services under this Agreement.

This confidentiality obligation survives termination of this Agreement for a period of three (3) years.

8. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following termination, you agree not to directly solicit any ESD customer or client introduced to you through the Platform for the purpose of providing competing services outside the Platform. This restriction does not prohibit you from accepting work from customers who independently seek your services without solicitation from you.

9. Conduct and Platform Rules

You agree to: (a) comply with all ESD Platform policies, as updated from time to time; (b) not engage in any discriminatory, harassing, or abusive conduct toward customers, ESD staff, or other Contractors; (c) not record, photograph, or share confidential client information; (d) not consume alcohol or controlled substances during any assigned service; and (e) immediately report any safety concerns, conflicts of interest, or violations of law to ESD.

10. Termination

Either party may terminate this Agreement at any time, with or without cause, upon written notice (including email) to the other party. ESD may suspend or terminate your Platform access immediately and without notice in the event of: (a) a breach of this Agreement; (b) revocation or lapse of required licensure; (c) documented misconduct or customer complaints; or (d) any act that, in ESD's sole judgment, poses a risk to the safety of customers, the public, or ESD's reputation.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Florida. Any dispute arising out of this Agreement shall be resolved by binding arbitration in Miami, Florida, administered by the American Arbitration Association under its Commercial Arbitration Rules. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

12. Entire Agreement

This Agreement, together with the ESD Platform Terms of Service and any applicable assignment details, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

13. Contact

Elite Security Defense LLC
Contractor Relations Department
Email: contractors@elitesecuritydefense.com