INDEPENDENT CONSULTANT AGREEMENT

THIS INDEPENDENT CONSULTANT AGREEMENT (this ?Agreement?), dated as
of this 1st day of July 2016, is by and between Edgar P. Harney Spirit of Excellence Academy,
a Louisiana nonpro?t corporation OF EXCELLENCE and RHONDA
CLARKE.

For and. in consideration of the premises and the mutual agreements and covenants set
forth herein, the parties, intending to be legally bound, hereby agree as follows:

1. Engagement

SPIRIT OF EXCELLENCE ACADEMY hereby engages RHONDA CLARKE, and
RHONDA CLARKE hereby accepts such engagement, as an independent consultant of SPIRIT
OF EXCELLENCE ACADEMY to perform in a manner satisfactory to SPIRIT OF
EXCELLENCE ACADEMY and consistent with this agreement the services of Chief Academic
O?icer for SPIRIT OF EXCELLENCE ACADEMY.

2. Relationship

SPIRIT OF EXCELLENCE ACADEMY and RHONDA CLARKE understand
and agree that RHONDA CLARKE is retained as an independent consultant with respect to all
matters relating to this Agreement, including, without limitation, the services performed
hereunder. RHONDA CLARKE is not and shall. not be deemed to be an employee of SPIRIT OF
EXCELLENCE ACADEMY in any respect including but not limited to within the meaning of or
in the application of any federal or state unemployment insurance law, social security law,
workman?s compensation law, industrial accident law, or other laws regarding work place safety
or multi-employer work sites, or other industrial or labor law. RHONDA CLARKE, at its own
expense, shall comply with such laws, and assume all obligations imposed by any one or more of
such laws with respect to this Agreement.

RHONDA CLARKE will be solely responsible for the reporting and payment of
any taxes or assessments, whether relating to compensation paid RHONDA CLARKE or the
performance of consulting services by RHONDA CLARKE pursuant to this Agreement
including, without limitation, any unemployment insurance tax, payroll insurance, payroll taxes,
federal, state or local income taxes, federal social security payments, state disability insurance
taxes and foreign taxes, all of which RHONDA CLARKE expressly agrees to pay when such
taxes or assessments may become due.

(0) RHONDA CLARKE agrees while performing the services required hereunder
observing such safety rules as SPIRIT OF EXCELLENCE ACADEMY shall prescribe as
necessary for the protection of SPIRIT OF EXCELLENCE personnel and

property.

RHONDA CLARKE will indemnify SPIRIT OF EXCELLENCE ACADEMY for
and hold SPIRIT OF EXCELLENCE ACADEMY harmless from and against any and all taxes
which SPIRIT OF EXCELLENCE ACADEMY or any Affiliate may have to pay and any and all
liabilities and expenses (including but not limited to reasonable fees and disbursements of

 

accounts) that may be obtained against, imposed upon or suffered by SPIRIT OF
EXCELLENCE ACADEMY or which SPIRIT OF EXCELLENCE ACADEMY may incur by
reason of its failure to deduct and withhold from the compensation payable under this Agreement
any amounts required or permitted to be deducted and withheld from the compensation of an
employee under the provisions of any federal, state or local statutes, laws or regulations,
including, without limitation, the Federal Social Security Act, any unemployment insurance acts
andfor any amendment thereof and/or any other statutes, laws or regulations heretofore or
hereafter enacted requiring a withholding of any amount from the compensation of an employee.
RHONDA CLARKE acknowledges that he or she alone has the af?rmative obligation and
responsibility for carrying health insurance and paying his or her own social security taxes.

3. Term and Termination

The term of this agreement is July 01, 2016 June, 30, 2017. The term of this agreement
may be extended by mutual agreement of SPIRIT OF EXCELLENCE and RHONDA CLARKE.
This agreement may be terminated by either party upon giving written notice to the other party.

4. Compensation

During the term of RHONDA engagement hereunder, SPIRIT OF
EXCELLENCE ACADEMY shall compensate RHONDA CLARKE for services at a
rate of. $20,000. 00 for the term of this contract upon submission of a
statement of invoice.

5. Expenses

Expenses related to travel will. be reimbursed in accordance with SPIRIT OF
EXCELLENCE approved Expense Policy upon submission of expense report and
detailed receipts to the Chief Financial Of?cer.

6. Indemni?cation

SPIRIT OF EXCELLENCE ACADEMY and RHONDA CLARKE indemnify each other
and hold each other, and each other?s of?cers, directors, employees, agents harmless, from and
against any and all direct claims, costs, losses, liabilities and expenses for personal injury and
property damage, including reasonable attorneys? fees, attributable to their actions and omissions
under this Agreement, but excluding claims that would not be made but for the gross negligence
or willful misconduct of the party seeking indemnification.

7. Notices

All notices under this Agreement must be in writing and delivered by hand or sent by
certi?ed mail, postage prepaid, and will be deemed to have been duly given when delivered to
the other party at the address set forth below (or to such other address as a party may designate
by advance notice to the other party):

 

If to Spirit of Excellence: If to Consultant:

Spirit of Excellence Academy RHONDA CLARKE-

Attn: Brent Washington 2055 Oak Grove Drive

2503 Willow Street Baton Rouge, Louisiana 70815
New Orleans, LA 70113

7. Severability

If any provision of this Agreement is hereafter construed to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the remainder of the provisions of this
Agreement, which shall be given full effect, without regard to the invalid or unenforceable
portions.

8. Entire Agreement
This Agreement constitutes the entire agreement. of the parties hereto with respect to the

subject matter hereof, and supersedes all prior written and oral. understandings, representations or
commitments by the parties with respect to the subject matter hereof.

9. Governing Law

This Agreement shall be govemed and construed in accordance with the laws of the State
of Louisiana without regard to the con?icts of law principles thereof.

10. Mediation -

In the event a dispute arises between the parties to this contract, it is agreed that the
parties shall participate in mediation prior to ?ling a suit. The parties agree to pay the costs of
mediation in equal shares. The parties further agree that this contract shall be interpreted in
accordance with the laws of the State of Louisiana.

   

IN WITNESS WHE Pl 0F, the parties have executed and delivered this Agreement as
of the date and. ear f1 set a above. -

  

 

 

ASTORC '1 ST ALL, 111 Date 
Board Chair 

.
dee ?les, ?7 /1 
Dat?' 
Chief Acade ic Of?cer