BYRD INDEPENDENT CONTRACTOR AGREEMENT (DRIVER AGENT)

Last Updated: May 14, 2025

This Independent Contractor Agreement (the "Agreement") is made and entered into as of [Insert Effective Date of this specific Agent's Agreement] (the "Effective Date"), by and between:

Grandhart Consulting, LLC dba Byrd Services ("Byrd" or "Company"), an Arizona limited liability company with its principal place of business at 6751 N. Sunset Blvd, #320, Glendale, AZ 85305,

and

[Agent Full Legal Name] ("Agent"), an independent contractor, residing at [Agent Full Address].

RECITALS

WHEREAS, Byrd operates a hyper-local advertising platform connecting local businesses ("Clients") with independent contractors who display advertising materials and act as brand ambassadors; WHEREAS, Agent desires to provide services to Byrd as an independent contractor by participating in advertising campaigns for Byrd's Clients; and WHEREAS, Agent represents they have the necessary skills, vehicle, insurance, and understanding to perform the services outlined herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. ENGAGEMENT AS INDEPENDENT CONTRACTOR 1.1 Independent Contractor Status: It is expressly understood and agreed that Agent is engaged by Byrd solely as an independent contractor and not as an employee, partner, joint venturer, or agent of Byrd or its Clients. Agent shall not be entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or workers' compensation coverage from Byrd. 1.2 Control and Discretion: Agent shall have sole control over the manner and means of performing the Services (defined below), including the specific routes driven (within the general parameters of an accepted Campaign Invitation), hours of operation (subject to campaign visibility goals), and specific interaction techniques, provided such performance aligns with the terms of this Agreement, the Byrd Agent Code of Conduct (Exhibit A), and any accepted Campaign Invitation. Byrd is interested only in the results obtained by Agent. 1.3 Taxes and Expenses: Agent is solely responsible for paying all applicable federal, state, and local taxes, including income taxes and self-employment taxes, on all compensation received under this Agreement [cite: That GiG tax issue.docx]. Byrd will not withhold any taxes from payments made to Agent and will report Agent's earnings to the IRS on Form 1099-NEC as required by law. Agent is responsible for all expenses incurred in performing the Services, including but not limited to vehicle purchase/lease, fuel, maintenance, insurance, smartphone, data plan, and any personal business expenses, unless explicitly stated otherwise in a specific Campaign Invitation. 1.4 No Authority to Bind: Agent has no authority to enter into contracts, make representations, or incur any liabilities on behalf of Byrd or its Clients, except as may be expressly authorized in writing by Byrd for specific, limited purposes.

2. SERVICES TO BE PERFORMED BY AGENT Agent agrees to perform the following services ("Services") for Byrd in connection with advertising campaigns for Byrd's Clients, as detailed in specific Campaign Invitations accepted by Agent: 2.1 Display Byrd-approved advertising materials (e.g., car magnets, wraps, "Ad Materials") cleanly and securely on Agent's personal vehicle (the "Vehicle") as specified in the Campaign Invitation. 2.2 Operate the Vehicle within the general geographic area(s) and during periods conducive to visibility as outlined in accepted Campaign Invitations, leveraging Agent's typical driving patterns. 2.3 Maintain the Vehicle in a clean, presentable, and safe operating condition that reflects positively on Byrd and its Clients. 2.4 Act as a brand ambassador by professionally and courteously engaging with members of the public who show interest in the displayed Ad Materials or the Client's business, when safe and appropriate to do so. 2.5 Distribute Client-approved promotional materials (e.g., "Chirp-Cards") as provided by Byrd and outlined in the Campaign Invitation. 2.6 Actively work to generate "Qualifying Referrals" and "Scheduled Appointments" (as defined in Section 3) for the Client by directing interested individuals to the Client's contact information or website, utilizing Agent's unique Byrd Agent ID or other Byrd-provided tracking methods. 2.7 Accurately and promptly report all required activity, including leads generated, appointments scheduled, and other campaign-related interactions, through the Byrd Agent website portal or designated Byrd application. 2.8 Adhere strictly to the Byrd Agent Code of Conduct (attached hereto as Exhibit A and incorporated herein by reference) and all specific guidelines provided in accepted Campaign Invitations. 2.9 Attend any mandatory (virtual or in-person) onboarding or campaign-specific briefing sessions as reasonably required by Byrd.

3. COMPENSATION 3.1 Referral-Based Compensation Only: Agent acknowledges and agrees that compensation under this Agreement is earned solely based on performance in generating successful "Qualifying Referrals" and "Scheduled Appointments" for the Client specified in an active and accepted Campaign Invitation. Agent is not compensated for driving time, mileage, display of Ad Materials alone, or any other activities not directly resulting in a compensable event as defined herein or in the applicable Campaign Invitation. 3.2 Campaign Invitation Governs Specifics: Byrd will, from time to time, offer Agent opportunities to participate in specific advertising campaigns through a "Campaign Invitation" document. Each Campaign Invitation will detail: * The specific Client being represented. * The exact commission rates for Qualifying Referrals (which may be tiered). * The exact bonus amount for Scheduled Appointments (e.g., "$25 for every ten (10) Scheduled Appointments"). * The specific definition of a "Qualifying Referral" for that campaign (e.g., criteria for a completed sale by the Client). * The specific definition of a "Scheduled Appointment" for that campaign. * Campaign duration and target geographic area. * Any other campaign-specific requirements or compensation elements. Agent must formally accept a Campaign Invitation for its terms to apply. The terms of an accepted Campaign Invitation are incorporated herein by reference for the duration of that specific campaign. 3.3 General Compensation Framework Example (Subject to Campaign Invitation): Unless a Campaign Invitation specifies otherwise, a typical compensation framework may include: * New Client Referral Bonus: A tiered bonus for each new client sale directly resulting from Agent's referral (e.g., Tier 1: $10/sale for 0-20 sales; Tier 2: $15/sale for 21-50 sales; Tier 3: $20/sale for 51+ sales). * Appointment Bonus: A bonus for a set number of qualified appointments scheduled as a direct result of Agent's referral (e.g., $25 per 10 appointments). 3.4 Tracking and Attribution: Agent must ensure that all referrals and appointments are properly attributed to them using their unique Byrd Agent ID or other Byrd-provided tracking mechanisms (e.g., QR codes on Chirp-Cards, unique links). Byrd's determination of attribution, based on its tracking systems, shall be final, provided such determination is made in good faith. 3.5 Payment Schedule: Byrd will issue payments to Agent twice per month, typically on or about the 5th and 20th of each month, for all verified and compensable events (Qualifying Referrals, Scheduled Appointments) that met all criteria during the preceding pay period, as defined in the Campaign Invitation. 3.6 Payment Method: Payments will be made via the method selected by Agent during onboarding (e.g., CashApp, PayPal, Venmo, Direct Deposit, Physical Check). Agent is responsible for providing and maintaining accurate payment information. Byrd is not liable for misdirected payments due to incorrect information provided by Agent. 3.7 Disputed Payments: Agent must notify Byrd in writing of any disputed payment amounts within thirty (30) days of the payment date, providing specific details of the discrepancy. 3.8 No Reimbursement for Expenses: Agent acknowledges they are responsible for all operating costs of their Vehicle and business.

4. VEHICLE AND INSURANCE REQUIREMENTS 4.1 Vehicle Standards: Agent's Vehicle must be a [Specify general types, e.g., sedan, SUV, truck in good condition], maintained in good working order, safe operating condition, and presentable appearance, meeting standards set by Byrd and suitable for representing Client brands positively. 4.2 Insurance: Agent shall, at all times during the Term of this Agreement and at their sole expense, maintain valid automobile liability insurance that meets or exceeds the minimum coverage limits required by the laws of the State of Arizona, and in any event, no less than [Specify Byrd's Minimums, e.g., $100,000 bodily injury per person / $300,000 bodily injury per accident / $50,000 property damage]. Agent must provide Byrd with proof of current insurance upon request and notify Byrd immediately of any changes, lapse, or cancellation of such insurance. Agent understands that Byrd does not provide any insurance coverage for Agent's Vehicle or Agent's operation thereof.

5. TERM AND TERMINATION 5.1 Term: This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis until terminated by either party as provided herein. 5.2 Termination for Convenience: Either party may terminate this Agreement for any reason or no reason upon thirty (30) days prior written notice to the other party. 5.3 Termination for Cause by Byrd: Byrd may terminate this Agreement immediately, without prior notice, upon Agent's: (a) Material breach of any provision of this Agreement or an accepted Campaign Invitation (including the Byrd Agent Code of Conduct). (b) Engagement in any illegal, fraudulent, or dishonest activity. (c) Actions that, in Byrd's sole reasonable discretion, damage or risk damaging the reputation of Byrd or its Clients. (d) Failure to maintain required licenses or insurance. 5.4 Effect of Termination: Upon termination of this Agreement for any reason: (a) Agent shall immediately cease performing all Services, cease representing themselves as a Byrd Agent, and promptly remove all Ad Materials from their Vehicle. (b) Agent shall return all Byrd and Client property, including all Ad Materials, Chirp-Cards, confidential information, and any other materials provided by Byrd ("Byrd Property"), within ninety (90) days of termination, in good condition (reasonable wear and tear excepted). (c) Byrd shall pay Agent any undisputed compensation earned and accrued up to the effective date of termination, in accordance with the next regular payment cycle, subject to any offsets for unreturned or damaged Byrd Property as outlined in Section 5.5. (d) The obligations under Sections 1.3, 5.4, 6, 7, 8, 9, 11, 12, 13, 14, and 15 shall survive termination of this Agreement. 5.5 Material Recovery: No upfront material deposit is required. However, if Agent fails to return Byrd Property as required in Section 5.4(b) within the specified timeframe, Agent agrees that Byrd may assess and Agent will be liable for Material Recovery Fees as follows: $125.00 per magnetic display, $50.00 per cardholder and associated materials, and a $15.00 administration fee. Byrd may deduct these fees from any final payments owed to Agent.

6. CONFIDENTIALITY Agent acknowledges potential access to Byrd's and its Clients' non-public, proprietary, and confidential information ("Confidential Information"). Agent agrees to hold Confidential Information in strict confidence, not to disclose it, and not to use it except as necessary to perform the Services, both during and after the Term.

7. NON-SOLICITATION During the Term of this Agreement and for a period of twelve (12) months following its termination, Agent shall not directly or indirectly solicit any business that was a Client of Byrd for whom Agent performed Services, for the purpose of providing services competitive with those offered by Byrd. Furthermore, during the Term and for twelve (12) months following termination, Agent shall not solicit or induce any other Byrd Agent or employee to terminate or reduce their relationship with Byrd.

8. INTELLECTUAL PROPERTY Byrd retains all ownership of its trademarks, service marks, logos, platform, software, Ad Material designs created by Byrd, training materials, and all other intellectual property ("Byrd IP"). Agent is granted a limited, non-exclusive, revocable license to use Byrd IP solely as necessary to perform the Services.

9. INDEMNIFICATION Agent agrees to indemnify, defend, and hold harmless Byrd, its affiliates, officers, directors, employees, agents, and its Clients from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Agent's (a) negligence or willful misconduct in the performance of the Services; (b) breach of this Agreement; or (c) violation of any applicable law or regulation.

10. DATA PRIVACY AND USAGE Agent acknowledges and consents to Byrd's collection, use, and storage of personal information, including location data when utilizing the Byrd Agent website/app for campaign purposes, in accordance with Byrd's Privacy Policy (available on Byrd's website). Agent agrees to handle any potential customer data collected (e.g., on Chirp-Cards if applicable) with strict confidentiality and in compliance with privacy laws.

11. COMPLIANCE WITH LAWS Agent shall perform all Services in compliance with all applicable federal, state, and local laws, ordinances, and regulations, including but not limited to traffic laws, advertising regulations, and laws pertaining to independent contractors.

12. DISPUTE RESOLUTION The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to mediation administered by a mutually agreeable mediator in Maricopa County, Arizona. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration taking place in Maricopa County, Arizona.

13. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT & MODIFICATION This Agreement, including any Exhibits and accepted Campaign Invitations expressly incorporated herein by reference, constitutes the entire understanding and agreement between Byrd and Agent with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, negotiations, representations, and agreements, whether oral or written. This Agreement may only be amended by a written instrument signed by both parties.

15. SEVERABILITY & NO WAIVER 15.1 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect. 15.2 No Waiver: The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

16. ACKNOWLEDGEMENT Agent acknowledges that they have carefully read this Agreement in its entirety, understand its terms, have had the opportunity to consult with independent legal counsel prior to execution, and are entering into this Agreement voluntarily and not in reliance on any representations or promises other than those contained herein.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the Effective Date.

COMPANY: Grandhart Consulting, LLC dba Byrd Services