INDEPENDENT CONTRACTOR AGREEMENT

Sales Associate — NightSpot

Effective Date: October 20, 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. SCOPE OF WORK

Contractor will serve as a Sales Associate for NightSpot, responsible for acquiring venue partnerships and subscriptions using their assigned NightSpot sales code.

3. COMPENSATION — SALES ASSOCIATE PAY STRUCTURE

Contractor shall earn commissions based on the following NightSpot Partnership Tiers sold:

Commission rates and payment schedules will be communicated separately by NightSpot management. All compensation is contingent on successful collection of payment from the venue.

4. 1099 TAX FORM

As an independent contractor, Contractor acknowledges they will receive IRS Form 1099-NEC for all earned compensation. Contractor is solely responsible for reporting and paying all applicable federal, state, and local taxes. NightSpot will not withhold any taxes on behalf of Contractor.

5. NON-COMPETITION CLAUSE

During the term of this Agreement and for a period of ten (10) years following its termination for any reason, Contractor agrees not to, directly or indirectly:

• Own, operate, manage, consult for, or be employed by any business that is substantially similar to NightSpot, including but not limited to any nightlife discovery, venue listing, bar and club finder, or nightlife social platform;
• Solicit any of NightSpot's clients, venues, or partners for a competing business;
• Start, co-found, or invest in a company or platform that competes with NightSpot's core business model.

This restriction applies throughout the United States and is governed by the laws of the State of Texas.

6. 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.

7. 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.

8. 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.

9. ENTIRE AGREEMENT

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