INDEPENDENT CONTRACTOR AGREEMENT

Promoter — NightSpot

Effective Date: October 16, 2026

This Independent Contractor Agreement ("Agreement") is entered into between NightSpot ("Company") and [Contractor Name] ("Contractor"), effective as of the date signed below.

1. INDEPENDENT CONTRACTOR STATUS

Contractor is engaged as an independent contractor, not an employee. Contractor is responsible for all applicable taxes, including self-employment taxes. The Company will issue a Form 1099-NEC for all payments made during the calendar year, as required by law.

2. COMPENSATION & SERVICE FEE

Contractor's requested service rate is: [to be completed below].

When a venue selects Contractor for an engagement through NightSpot's staffing marketplace, the following applies:

• Contractor receives their full stated rate directly from the venue.
• NightSpot charges the venue an additional 10% service fee on top of the Contractor's rate, to cover platform facilitation and marketplace services. This fee does not reduce the Contractor's compensation.
• Each engagement will be confirmed in writing prior to commencement. Payment is made upon completion and acceptance of the contracted job.
• There is no guaranteed minimum compensation. All engagements are on a per-job basis.

3. NON-DISCLOSURE AGREEMENT (NDA)

Contractor acknowledges that in the course of their engagement, they may have access to confidential and proprietary information belonging to NightSpot, including but not limited to:

• Business strategies, plans, and financial information;
• Venue and client lists, contact information, and partnership terms;
• Proprietary technology, software, databases, and platform data;
• Marketing strategies, pricing models, and sales processes;
• Any other information designated as confidential by NightSpot.

Contractor agrees to: (a) hold all such information in strict confidence; (b) not disclose any confidential information to third parties without prior written consent from NightSpot; (c) use confidential information solely for the purposes of performing duties under this Agreement; and (d) immediately notify NightSpot of any unauthorized disclosure or use of confidential information. This obligation survives the termination of this Agreement indefinitely.

4. CONFIDENTIALITY

Contractor agrees to keep all business information, client lists, pricing, and proprietary materials of NightSpot strictly confidential, both during and after the term of this Agreement.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

6. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations, and agreements.