independent notary agreement

SOX and Notary agree as follows:

1. SERVICES TO BE PERFORMED
Notary is retained as an outside independent contractor for purposes of witnessing and/or notarizing signatures on loan documents as assigned by SOX.

2. TERM
The term of this Agreement shall commence on the date this Agreement has been executed by both parties. This Agreement shall terminate upon the giving of written notice of intent to terminate by one party to the other. In the event of termination of this Agreement by either party, SOX shall pay Notary fees for work performed prior to the date of termination, with such payment being due upon such date as it otherwise would be due if this Agreement were still in effect.

3. COMPENSATION OF NOTARY
For all services performed by Notary as assigned by SOX, SOX shall pay fees to Notary pursuant to the fee quoted on the notary confirmation sent to Notary for each signing. Notary's entitlement to be paid a fee shall be subject to all of the following conditions:

(a) The signing must be conducted on the date and in the manner as specified in the instructions that accompany the loan documents, all loan documents requiring notarization must be notarized properly, the Notice of Right to Cancel must be completed correctly, and Notary must retain the return tracking number for all returned documents.

(b) On the first day of each month but not later than the fifth day of such month, Notary shall submit an invoice, on the invoice form provided by SOX (a copy of which is attached hereto), listing all of the signings completed during the preceding month. Notary will be paid on the first business day of each month for all signings invoiced on or before the fifth day of the previous month.

(c) The invoice must be submitted by FAX to the fax number specified on the invoice form.

(d) All signings must be invoiced no later than 90 days after the signing. No fees will be paid for any signing not invoiced within 90 days.

NOTE: Fees will not be paid or payment will be delayed if the wrong invoice form is used, if the invoice form is filled out incorrectly, if the invoice is faxed to the wrong number, or if the invoice is not submitted by the deadline.

4. RESOLUTION OF COMPLAINTS
Notary agrees that if he/she has a complaint regarding payment of fees for services performed, he/she shall put such complaint in writing and either FAX such complaint to (949) 643-7031, “Attention: Accounts Payable,” or send such complaint via U.S. Mail or overnight delivery service to:

Accounts Payable Department
Sign On The X, Inc.
11 Mareblu, Suite 100
Aliso Viejo, CA 92656-3044

Complaints shall not be communicated orally, by telephone, or via e-mail. Notary agrees not to report any dispute with SOX to any outside organization or agency until at least 60 days after submitting a written complaint to SOX as set forth above. Notary further agrees that under no circumstances shall he or she contact the lender about payment of Notary’s fees. Violation of this provision shall result in termination of this Agreement.

5. NO EMPLOYMENT RELATIONSHIP
Notary shall not be deemed to be an employee or agent of SOX, it being clearly understood that Notary is an independent contractor. Notary is free to perform notarial or other services for any other party. SOX shall issue a Form 1099 to Notary reflecting the total amount in payments made to Notary during each tax year. SOX shall not withhold taxes from fees due Notary. Notary shall be solely responsible for payment of all of his or her own federal, state and local taxes, social security, unemployment and disability insurance and other payments and benefits, if applicable. Notary shall maintain workers’ compensation insurance where required by applicable state and federal laws; it is expressly understood that Notary shall not be covered by SOX’s workers’ compensation insurance. In addition, Notary shall maintain comprehensive general liability and vehicle insurance for claims of damages of bodily injury (including death), economic loss, and/or property damage caused by or arising out of acts or omissions of Notary and/or Notary’s agents or employees.

6. INDEMNIFICATION
(a) Notary agrees to defend, indemnify and hold harmless SOX and its employees and agents from any and all claims, including the costs, expenses and reasonable attorney’s fees incurred on account thereof, that shall be made for bodily injury, economic loss and/or damage to property occasioned by the acts or omissions of Notary and/or Notary’s agents or employees.

(b) Notary shall be responsible for any loss of or damage to property owned by SOX and in Notary’s possession or control.

7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between SOX and Notary with respect to the subject matter hereof, and it shall not be amended or modified except by written amendment signed by both parties. No oral statement of any persons shall modify or affect the terms and provisions of this Agreement.

8. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assigns. Notary shall not have the right to assign any of his or her rights, duties or obligations under this agreement without the prior written consent of SOX.

9. GOVERNING LAW AND VENUE
This Agreement shall be governed by and interpreted pursuant to the laws of the State of California. In the event any lawsuit or other legal claim is brought by Notary against SOX, the venue for such proceedings shall be the courts of Orange County, California.

10. ATTORNEYS FEES
In the event litigation is commenced to enforce any of the terms of this Agreement, the prevailing party shall be entitled to its reasonable attorneys fees and costs.