Independent Contractor Agreement

I. The Parties

II. Background

III. Term

IV. Status of Parties

V. Party A's Rights and Obligations

VI. Party B's Rights and Obligations

VII. Party B's Penalization for Breach of Contract

VIII. Termination

IX. Governing Law

X. Miscellaneous Provisions

I. The Parties:

The Company (Party A):

The name of the company: First Leap USA, Inc
The name of the Contact Person: Lin Lu
The Contact Person’s email address: lin.lu@firstleap.cn
The Company’s mailing address: 168 SE 1st St. Suite 505, Miami, Florida 33131

The Contractor (Party B):

The name of the Contractor: _________________________

The Contractor’s mailing address:
II. Background:

First Leap USA, Inc. is a Florida corporation and is a wholly-owned subsidiary of

Beijing Lebo (First Leap) Education and Consulting Center Co. Ltd., a member
company of the TAL (Tomorrow Advancing Life) Education Group of Beijing,
China. The Company provides recruitment, staffing, human resources and
employee management service for TAL Education Group in the United States and
its subsidiary and affiliated entities.

The Company requests the Contractor to perform online or other remote

featured teaching services, and any and all tasks and duties associated with the
above services (hereinafter referred to as the “Services”), for TAL Education
Group’s First Leap Foreign Educational Division.

Through friendly consultations, the Parties therefore agree as follows:

III. Term:

This Independent Contractor Agreement (hereinafter referred to as “Agreement”)

is entered into on July 16th 2019 between First Leap USA, Inc. located at 168
SE 1st St. Suite 505, Miami, Florida 33131 (hereinafter referred to as the
“Company”) and _____________ (hereinafter referred to as the
“Independent Contractor” or the “Contractor”), and ends on January 12th
2020 . The Company and the Contractor may individually be referred to as a
“Party” or collectively, “the Parties”.

IV. Status of Parties:

4.1 The Contractor enters into this Agreement as, and shall continue to be, an
Independent Contractor. All Services shall be performed personally by the
Contractor. Under no circumstances shall the Contractor look to the Company as
his/her employer, or as a partner, agent, joint venturer or principal. Neither shall
the Contractor be entitled to any benefits accorded to the Company's employees,
including without limitation worker's compensation, disability insurance, vacation
or sick pay, etc. The Contractor shall be responsible for providing, at the
Contractor's own expense, and in the Contractor's name, unemployment,
disability, worker's compensation and other insurances, as well as licenses and
permits usual or necessary for conducting the Services.
4.2 The Company hereby declares that the Company is interested only in the
results obtained, and the Contractor shall perform the Services in a diligent,
punctual and professional manner and in accordance with the Work Schedule
he/she has chosen. To that end, the Contractor shall complete this Agreement
according to the Contractor's own means and methods of work but the content
and results of the Services shall be completely satisfactory to the Company. The
Company does have the right to review and evaluate the results of the Services
performed by the Contractor, and does have the right to accept or reject such
results.

4.3 Each of the Parties intends to create an Independent Contractor relationship

between the Parties and not that of employer and employee. However, because
of the potential for different interpretations of the relationship created by this
Agreement, the Parties stipulate that in the event that a state or federal agency
re-characterizes this relationship as one of employer and employee and imposes
a requirement on the Company to pay any of the employee’s benefits or federal,
state taxes plus penalties for failure of the Company to pay same, the Contractor
shall pay directly, or reimburse the Company for any payments made as a result
of the re-characterization of the relationship of the Parties by any state or federal
agency. Such payments shall be made to the Company immediately upon
request delivered in writing to the Contractor. Failure to make payment when
requested shall be deemed to be a breach of this Agreement.

V. Party A's Rights and Obligations:

5.1 In consideration for the Services performed by the Contractor, the Company
agrees to pay the Contractor all undisputed amounts of compensation
(hereinafter referred to as “Compensation”) calculated at a rate of ___ dollars
($ ___ ) per finished 50-minute class.

5.2 The Company will provide additional bonus up to $3 per finished 50-minute
class. The qualification and rules of the specific bonus shall be determined from
time to time by the Company according to the actual situation. ($2 attendance
bonus per finished class will be included in the Contractor’s monthly payment,
and $1 loyalty bonus per finished class will be paid after each learning cycle of
each student. Contractors who resign or are terminated before the end of the
semester will not receive loyalty bonus.)
5.3 After the Contractor satisfactorily completes the work schedule he/she selects
through a month, the Company will pay the Contractor on or about the tenth (10)
day of the next month. The Company is not liable for delayed payment due to
bank holidays, transaction delays on the part of the bank, international exchange
of currency, or any other delays that may be beyond the control of the Company.

5.4 It is the Contractor’s sole responsibility to declare all earned income to tax
authorities and pay individual income taxes accordingly. The Company shall not
assume any liability for the tax withholding or the Contractor’s unpaid taxes to
the government.

5.5 The Parties understand that the Contractor is believed to have had sufficient
expertise and experience to professionally accomplish the Services. The
Company normally gives no training to the Contractor unless necessary. If any of
the Contractors are necessary to have some trainings, in the sole judgment of the
Company, the Company will consider arranging such training. Should the
Contractor attending the training fail to comply with the policy on the training,
the Company shall have the right to terminate the Agreement immediately
without any advance notice.

5.6 The Company has the right to record all classes which take place on the
Company’s platform. The Contractor grants permission and consent to the
Company for the use of the photograph(s) and video(s) from the Company’s
platform, including but not limited to: publicity, copyright purposes, illustration,
complaint verification, advertising, and web content. The Contractor understands
that no royalty, fee, or other compensation shall become payable by reason of
such use at any time.

VI. Party B's Rights and Obligations:

6.1 During the Term of this Agreement, the Contractor shall strictly comply with
all applicable laws (Federal, State and/or Local) including any licensing and
insurance requirements. The Contractor needs to provide a valid bank account,
federal tax ID number, insurance information and necessary personal data. If a
legal dispute is caused by the invalid or false information provided the
Contractor, the Contractor shall take all legal responsibilities.
6.2 During the Term of this Agreement, the Contractor shall strictly comply with
the administrative rules and policies as provided in the handbook，which can be
amended from time to time.

6.3 The Contractor shall, at his/her own expense, provide all necessary
equipment, materials and supplies with the approval of the Company, to
perform the Services.

6.4 The Contractor shall, at his/her own expense, perform the Services at the
location he/she selects but shall meet the standards of quiet, noiseless and bright
teaching environment, qualified teaching background and appropriate dressing
as necessary to complete the Services hereunder.

6.5 The Contractor shall provide qualified teaching as provided herein, and any
unprofessional behaviors in breach of this Agreement are strictly prohibited.

6.6 The Contractor shall complete the teaching job as provided herein, including
but not limited to the completion of the class teaching in accordance with the
scheduled timetable he/she selects, lesson preparation, feedback, etc.

6.7 The Contractor must strictly comply with the scheduled timetable he/she
selects to perform the Services. Otherwise, the Contractor shall be held liable for
breach of the Agreement.

6.8 The Contractor shall have and maintain types of licenses or permits as may
reasonably be necessary to perform the Services, and shall present evidence of
such licenses or permits upon the Company’s request.

6.9 Should the Contractor have any issues regarding the Services, he/she shall
communicate in writing with the contact person as designated by the Company.

VII. Party B’s Penalization for Breach of Contract:

7.1 If the Contractor fails to provide quiet, noiseless and bright teaching
environment, qualified teaching background and appropriate dressing as
provided herein, and results in failure to provide normal teaching or affects the
class, the Company shall have the right to send the warning，orally or in writing,
to the Contractor and suspend scheduling the Contractor’s classes until the
requirements herein are met.

7.2 If the Contractor fails to provide qualified teaching services, such as failing to
pass the periodic observation, behaving unprofessionally in class (eating,
sleeping, using mobile phone, etc.), receiving teaching complaints, etc., the
company shall have the right to send the warning, orally or in writing, to the
Contractor, suspend scheduling the Contractor’s classes, and conduct necessary
training on the Contractor until the requirements herein are met.

7.3 Time is of the essence for the Services hereunder and the Contractor must
strictly comply with the scheduled timetable he/she selects. If the Contractor fails,
refuses or neglects to strictly follow the timetable scheduled, the Company shall
have the right to impose the penalties as provided herein.

VIII. Termination:

8.1 This Agreement takes effect immediately on the date of execution by both
Parties, and remains in full force and effect until the Contractor has completed
the Services (hereinafter referred to as the "Term"), unless earlier termination as
provided herein occurs. If the Contractor wants to terminate this Agreement,
he/she shall provide to the Company a written advance notice. Should the
Contractor fail to respect the advance notice requirement, fails to provide
continued quality teaching services, and/or fails to comply with their scheduled
timetable after the notice is provided until their final working day, he/she will pay
the Company for the equivalent damages that he/she has caused. If the
Contractor submits their resignation letter with 30 days or more of notice, no
such compensation is needed. If the Contractor gives 7 days or more of notice
(but less than 30 days), the Contractor shall forgo 50% of their final bonus as
compensation to the company. If the Contractor gives less than 7 days of notice,
the Contractor will forgo 100% of their final bonus as compensation to the
company.

8.2 The Company may terminate this Agreement immediately without advance
notice of any nature in the following circumstances, including but not limited to
the Contractor‘s provision of not qualified network & equipment, delivery of
unsatisfactory work results, receipt of complaints from students, their
parents/guardians, or no passage of teaching observations, or breach of Clause
6.5 hereof, etc.

8.3 The Company will negotiate a renewal agreement with the Contractor in
advance (at least 30 days prior to the expiry of the Agreement) and the
Contractor needs to confirm and complete the renewal within two weeks. The
Company reserves the right to decide whether to renew this Agreement with the
Contractor.

IX. Governing Law:

This Agreement is governed by and construed in accordance with the laws of the
State of Florida without reference to any principles of conflicts of laws, which
might cause the application of the laws of another state. Any action instituted by
either party arising out of this Agreement will only be brought, tried and resolved
in the applicable federal or state courts having jurisdiction in the State of Florida.
EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION
AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN
THE STATE OF FLORIDA.

X. Miscellaneous Provisions:

10.1 Representations

Both Parties represent that they are fully authorized and empowered to enter
into this Agreement, and that the performance of the obligations under this
Agreement will not violate or infringe upon the rights of any third party, or
violate any agreement between the Parties and any other person, firm or
organization or any law or governmental regulation.

10.2 Indemnification

The Contractor shall indemnify and hold harmless the Company, its affiliates, and
its respective officers, directors, agents and employees from any and all claims,
demands, losses, causes of action, damage, lawsuits, judgments, including
attorneys’ fees and costs, arising out of, or relating to, the Contractor’s Services
under this Agreement.

10.3 Confidential Information

Each Party (on its behalf and on behalf of its subcontractors, employees,
representatives, or agents of any kind) agrees to hold and treat all confidential
information of the other Party, including, but not limited to, work records, trade
secrets, sales figures, student information, client lists, compensation, bonus, and
any other information that the receiving Party reasonably should know is
confidential ( “ Confidential Information ” ) as confidential and protect the
Confidential Information with the same degree of care as each Party uses to
protect its own Confidential Information of like nature.

Confidential Information does not include any information that (i) at the time of
the disclosure or thereafter is lawfully obtained from publically available sources
generally known by the public (other than as a result of a disclosure by the
receiving Party or its representatives); (ii) is available to the receiving Party on a
non-confidential basis from a source that is not and was not bound by a
confidentiality agreement with respect to the Confidential Information; or (iii) has
been independently acquired or developed by the receiving Party without
violating its obligations under this Agreement or under any federal or state law.

10.4 Liability

EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR
RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF
REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD
PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF
ACTION IN THE AGGREGATE, INCLUDING WITHOOUT LIMITATION TO BREACH
OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND
OTHER TORTS.

10.5 Disclaimer of Warranty

THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY

THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY,
WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS
ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT
PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER
WILL BE UNINTERRUPTED OR ERROR-FREE.
10.6 This Agreement, and any accompanying exhibits, attachments or
appendices, constitutes the entire agreement between the Parties with respect to
the subject matter of this Agreement, and supersedes all prior negotiations,
agreements, representations, and understandings of any kind, whether written or
oral, between the Parties, preceding the date of this Agreement. Any
accompanying exhibits, attachments or appendices to this Agreement shall have
the same effect and force with the Agreement.

10.7 This Agreement may be amended only by written agreement duly executed
by an authorized representative of each Party (Amendment made by way of
emails is acceptable).

10.8 If any provision or provisions of this Agreement shall be held unenforceable

for any reason, then such provision shall be modified to reflect the parties’
intention. All remaining provisions of this Agreement shall remain in full force
and effect for the Term of this Agreement.

10.9 This Agreement shall not be assigned by either Party without the express
written consent of the other Party.

10.10 A failure or delay in exercising any right, power or privilege in respect of

this Agreement will not be presumed to operate as a waiver, and a single or
partial exercise of any right, power or privilege will not be presumed to preclude
any subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege.

10.11 This Agreement shall take effect on the date first written above upon
execution of the Parties.

10.12 This Agreement is made in two originals with each Party holding one
original.

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