fs1a4ex10xi_soact.htm


     

    Exhibit
10.11

     

    SO
ACT NETWORK, INC.

    INDEPENDENT
CONTRACTOR AGREEMENT WITH MATT WELLS

    


    This
Agreement is made on January 19, 2009 between So Act Network, Inc. (“So Act”)
and Matt Wells.

    


    Subject
to the terms and conditions as set forth herein, So Act retains Matt Wells and
Matt Wells hereby accepts So Act's retention to perform services described
herein.

    


    Contractor
Obligations:

    


    In return
for the compensation noted under "Contractor Compensation," contractor
voluntarily agrees to perform services for So Act in designing and implementing
So Act’s website and search engine.

    


    Contractor
Compensation

    


    In full
consideration of all services performed by contractor as described in this
contract, So Act shall issue 80,000 shares of common stock (at an issue price of
$0.0625 per share) for completion of the assigned tasks. Contractor shall be
exclusively responsible for the payment of all taxes incidental to the
compensation paid for services performed, including but not limited to federal
and state income, sales, or use taxation.

    


    Independent
Contractor

    


    Contractor's
relationship to So Act is one of independent contractor. Nothing in the
agreement shall create an employment or agency relationship, nor shall
contractor act as an agent or employee of So Act unless such representation is
outlined in the scope of services.

    


    Contractor's
services are to be performed solely by contractor, or approved subcontractors,
for So Act pursuant to the terms of this contract.

    


    Standards
of Performance

    


    Compliance
with law

    


    Contractor's
performance of services under this agreement shall be in compliance with all
applicable laws or regulations of the federal, state, and local
government.

    


    Reputation
and goodwill

    


    Contractor
shall not perform any contracted services in a manner which would be injurious
to the reputation and goodwill of So Act.

    


    Trade
secrets

    


    Contractor
shall not in any manner disclose to any person, partnership, firm or corporation
any information concerning any matters affecting or relating to the business of
So Act including, but not limited to, any trade secrets, production processes,
customers, pricing or marketing plans. This covenant shall remain in effect
following termination of this contract.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Waiver of
liability

    


    So Act
shall not be liable to contractor on account of any personal injuries or
property damage sustained by contractor in performance of services hereunder.
Contractor shall indemnify and hold So Act harmless from all liability for
personal injuries or property damage directly related to the performance of
contracted services.

    


    Modification
of contract

    


    No waiver
or modification of this contract or of any covenant, condition or limitation
herein shall be valid unless presented in writing and signed by both
parties.

    


    Severability

    


    All
covenants contained herein are severable, and in the event of any being held
invalid by any competent court, this contract shall remain intact except for the
omission of the invalid covenant.

    


    Choice of
law

    


    It is the
intention of both parties that all suits that may be brought arising out of, or
in connection with this agreement will be construed in accordance with and under
and pursuant to the laws of the state of Nevada.

    


    Entire
agreement

    


    This
contract contains the complete agreement concerning the services to be performed
by the contractor for So Act and supersedes all prior agreements or
understandings, written or unwritten. By signing this contract, both parties
acknowledge that they have read this contract, understood its terms, including
the release, have had an opportunity to have legal counsel review this
agreement, and have voluntarily accepted its provisions.

    


    Executed
this 19th day of
January, 2009.

     

     

    
      	
              /s/
      Greg
      Halpern                        
      

            	
              /s/
      Matt
      Well                                
      

            
	
              So
      Act Network, Inc.

              Greg
      Halpern, CEO

            	
              Matt
      Wells