Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT – (Revised as of 4-29-2019)

This independent contractor agreement is between THE Z PRODUCTION GROUP, INC., a corporation and any of its subsidiaries, affiliates, or other corporations controlled directly or indirectly by ESAD/ESADOGGY (the “Company”) and CONTRACTOR (the “Contractor”).

RECITALS

The Company is in the business of Internet delivery of mental health e-therapy products and services and wants to engage the Contractor to assess and prescribe Emotional Support Animal letters of prescription.

The Contractor has performed the same or similar activities for others.

The parties therefore agree as follows:

  1. ENGAGEMENT; SERVICES.
  • The Company retains the Contractor to provide, and the Contractor shall provide, the services described in Exhibit A (the “Services”) and paid pursuant to a provided Billing Schedule.
  • Without limiting the scope of Services described in Exhibit A, the Contractor shall:
  • (i) perform the Services set forth in Exhibit A. However, if a conflict exists between this agreement and any term in Exhibit A, the terms in this agreement will control;
  • (ii) devote as much productive time, energy, and ability to the performance of his/her duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;
  • (iii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;
  • (iv) communicate with the Company about progress the Contractor has made in performing the Services;
  • (v) supply all tools, equipment, and supplies required to perform the Services, except if the Contractor’s work must be performed on or with the Company’s equipment;
  • (vi) provide services (including the Services) and end products that are satisfactory and acceptable to the Company and free of defects; and
  • (vii) remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Company.
  • Legal Compliance. The Contractor shall perform the Services set forth in this agreement, and any Exhibits attached hereto, in accordance with all applicable state and federal laws, rules, or regulations. The Contractor acknowledges that Contractor presently has or shall obtain all licensing, permits, certifications or permissions as may be required to comply with those standards, laws, rules, or regulations prior to performing any Services.
  • Company’s Obligations. The Company shall make timely payments of amounts earned by the Contractor under this agreement and notify the Contractor of any changes to its procedures affecting the Contractor’s obligations under this agreement at least thirty (30) days before implementing those changes. Further, the Company reserves the right to change or modify the compensation schedule, pay rates, and services provided at any time with no less than thirty (30) days advance notice to the Contractor.
  1. TERM AND TERMINATION. This agreement will become effective as described in section 21. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Contractor has been paid in full for such Services (the “Term”). However, this agreement may not remain effective for more than five years.
  • This agreement may be terminated:
  • (i) by either party on provision of five days written notice to the other party, with or without cause;
  • (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within five days of receipt of written notice of the breach; or
  • (iii) by the Company at any time and without prior notice, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Company, or is guilty of serious misconduct in connection with performance under this agreement; or
  • (iv) automatically, on the death of the Contractor.
  • Effect of Termination. After the termination of this agreement for any reason, the Company shall promptly pay the Contractor for Services rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement.
  1. TERMS AND CONDITIONS
  • Terms and Conditions. The Company shall pay the Contractor in accordance with Exhibit A.
  • No Payments in Certain Circumstances. No payment will be payable to the Contractor under any of the following circumstances:
  • if prohibited under applicable government law, regulation, or policy;
  • if the Contractor did not directly perform or complete the Services described in Exhibit A;
  • if the Contractor did not perform the Services to the reasonable satisfaction of the Company; or
  • if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
  • No Other Compensation. The compensation set out above will be the Contractor’s sole compensation under this agreement.
  • Expenses. Any ordinary and necessary expenses incurred by the Contractor or his/her staff in the performance of this agreement will be the Contractor’s sole responsibility.
  • Taxes. The Contractor is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Contractor under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Company has no obligation to pay or withhold any sums for those taxes.
  • Other Benefits. The Contractor has no claim against the Company under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
  1. NATURE OF RELATIONSHIP; INVENTIONS.
  • Independent Contractor Status.
  • (i) The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.
  • (ii) The Contractor has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Contractor or the Contractor’s staff shall perform the Services, and the Company is not required to hire, supervise, or pay any assistants to help the Contractor perform those Services. The Contractor shall provide insurance coverage for herself and his/her staff.
  • Company Inventions. The Contractor has no right or interest in any work or product resulting from the Services the Contractor performs for the Company, or any of the documents, reports, or other materials the Contractor creates in connection with those Services (collectively, the “Company Inventions”), and has no right to or interest in any copyright to the Company Inventions. The Company Inventions have been specially commissioned or ordered by the Company as “works made-for-hire,” as that term is defined in the United States Copyright Act, and the Company is therefore the author and owner of all copyrights in the Company Inventions.
  1. USE OF TRADEMARKS. The Contractor may use, reproduce, and distribute the Company’s service marks, trademarks, and trade names (if any) (collectively, the “Company Marks”) in connection with the performance of the Services. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks. The Contractor may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s interest in the Company Marks. The Contractor may not cause or diminish the value of the Company Marks through any act or representation. The Contractor may not apply for, acquire, or claim any interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Contractor will have no further right to use the Company Marks, unless the Company provides written approval for each such use.
  1. CONFIDENTIAL. During the Term, the Contractor may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Contractor (“Confidential Information”). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Contractor will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill his/her obligations in this agreement. In addition, the Contractor shall use due care and diligence to prevent the unauthorized use or disclosure of such information. The Billing Schedule shall be considered confidential information and shall not be disclosed or disseminated to any third party under any circumstances.
  • The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information the Contractor demonstrates:
  • was or becomes generally publicly available other than as a result of a disclosure by the Contractor in violation of this agreement;
  • was or becomes available to the Contractor on a non-confidential basis before its disclosure to the Contractor by the Company, but only if:
  1. the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to the Contractor by a contractual, legal, fiduciary, or other obligation; and
  2. the Contractor provides the Company with written notice of his/her prior possession either (I) before the effective date of this agreement or (II) if the Contractor later becomes aware (through disclosure to the Contractor) of any aspect of the Confidential Information as to which the Contractor had prior possession, promptly on the Contractor so becoming aware;
  3. is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Contractor shall:
  4. provide the Company with prompt notice of these requests or requirements before making a disclosure so that the Company may seek an appropriate protective order or other appropriate remedy; and
  5. provide reasonable assistance to the Company in obtaining any protective order.If a protective order or other remedy is not obtained or the Company grants a waiver under this agreement, the Contractor may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Contractor is legally compelled or otherwise required to disclose. However, the Contractor shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or
  • was developed by the Contractor independently without breach of this agreement.
  • Remedy. Money damages may not be a sufficient remedy for any breach of this section by the Contractor and, in addition to all other remedies, the Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.
  1. LICENSING: YOU ACCEPT THESE RESTRICTED USE LICENSE TERMS (“TERMS”), YOUR RIGHTS, OBLIGATIONS AND USE OF PRODUCT OR SERVICE PROVIDED BY ESAD ARE SUBJECT TO THESE TERMS. “PRODUCT” OR “SERVICE” INCLUDES ALL RELATED USER MANUALS AND TRAINING MATERIALS PROVIDED TO YOU ELECTRONICALLY OR PHYSICALLY (“DOCUMENTATION”), AND REVISIONS AND UPDATES THAT REPLACE OR SUPPLEMENT A PRODUCT OR SERVICE. YOU AGREE TO DO BUSINESS ELECTRONICALLY, INCLUDING CONTRACT FORMATION, ACCEPTANCE, AND ORDER PLACEMENT. YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR ORGANIZATION.“Product” means ESAD proprietary documents and training material. Licensee means ESAD contractor.ESAD grants to Licensee a revocable, royalty-free, non-exclusive, non-transferable right to use our documentation for Restricted Use according to these Terms, for ESAD-only business operations.LICENSEE OBLIGATIONSA. Licensee will:1) use Product according to these Terms

    2) prevent unauthorized access to Product;

    3) notify ESAD immediately of unauthorized access to Product, and use reasonable efforts to immediately stop unauthorized access, known or suspected violation of law, or these Terms;

    B. Licensee will not:

    1) permit any party to access or use Product other than its employees; sell, resell, rent, lease or sublicense Product, or use Product to provide services to third parties;

    2) create derivative works based on Product;

    3) use Product to build a competitive product or service, copy features, functions or graphics;

    C. Verification. Licensee will provide information and certification to Rocket upon request to verify Licensee’s Product use according to the Agreement. THE LIMITATION OF LIABILITY SET FORTH IN SECTION DOES NOT APPLY TO LICENSEE’S USE EXCEEDING ITS LICENSE, OR INFRINGEMENT OR MISAPPROPRIATION OF ESAD INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION.

    TERM AND TERMINATION

    A. ESAD may terminate this Agreement or a License at any time without notice. This Agreement is effective until the first to occur: 1) the end of the Restricted Use Period; or, 2) the date of ESAD’s termination notice.

    B. Upon termination: 1) Licensee will immediately return or destroy Product and Documentation, and provide written certification of destruction upon request.

    INTELLECTUAL PROPERTY OWNERSHIP

    “Intellectual Property” means all intellectual property including, without limitation, inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses, and any other intangible proprietary or property rights, whether or not patentable or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage or whether arising by statute or common law. ESAD, its affiliates or licensors own and retain all right, title and interest to and in all intellectual property in Product, including without limitation, inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses, developments, research data, designs, layout, models, formulae, documents, drawings, plans, specifications and other ESAD information, proprietary materials and all derivative works, and any other intangible proprietary or property rights, whether or not patentable or otherwise subject to legally enforceable restrictions or protections against unauthorized third party use, or whether arising by statute or common law. To the extent that any right, title or interest in or to any ESAD Intellectual Property may not automatically vest in ESAD by operation of law, Licensee irrevocably transfers, assigns and conveys all right, title, and interest therein to ESAD. At ESAD’s request and expense Licensee will promptly take any action and execute any documents necessary to vest full title in ESAD or its licensor.

  2. REPORTING. The Contractor shall report to an officer or employee of ESAD as may be designated by the Company.
  1. OTHER ACTIVITIES. During the Term, the Contractor is free to engage in other independent contracting activities, except that the Contractor may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Contractor’s obligations or the scope of Services to be rendered for the Company under this agreement.
  1. Of Company by Contractor. At all times after the effective date of this agreement, the Contractor shall indemnify the Company and its subcontractors, officers, managers, employees, owners and assigns (collectively, the “Company Indemnitees”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any Company Indemnitee may incur and that arise from:
  • the Contractor’s negligence or willful misconduct arising from the Contractor’s carrying out of his/her obligations under this agreement;
  • the Contractor’s breach of any of his/her obligations or representations under this agreement; or
  • the Contractor’s breach of his/her express representation that he/she is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Contractor is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Contractor’s own actions, the Contractor will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Contractor or the Company resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Contractor’s earnings if the Contractor had been on the Company’s payroll and employed as a Company employee.
  • Of Contractor by Company. At all times after the effective date of this agreement, the Company shall indemnify the Contractor and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Contractor Indemnitees”) from all Claims that the Contractor Indemnitees may incur arising from:
  • the Company’s operation of its business;
  • the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
  • the Company’s breach of any of its obligations or representations under this agreement. However, the Company is not obligated to indemnify the Contractor if any of these Claims result from the Contractor’s own actions or inactions.
  1. FORCE MAJEURE. A party will be not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
  • notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
  • use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
  1. GOVERNING
  • Choice of Law. The laws of the state of Florida govern this agreement (without giving effect to its conflicts of law principles).
  • Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Palm Beach County, Florida.
  • Attorneys’ Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the prevailing party shall recover all reasonable attorney’s fees and costs.
  1. AMENDMENTS. No amendment to this agreement will be effective unless it is in writing and signed by both parties or their authorized representative.
  1. ASSIGNMENT AND DELEGATION.
  • No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection.
  • No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld.
  • Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section 14, it is void.
  1. COUNTERPARTS; ELECTRONIC
  • The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  • Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
  1. SEVERABILITY. If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that provision will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
  1. NOTICES.
  • Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  • A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
  1. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
  1. ENTIRE AGREEMENT. This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
  1. HEADINGS. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
  1. EFFECTIVENESS. This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.
  1. NECESSARY ACTS; FURTHER ASSURANCES. Each party and its officers and directors shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

EXHIBIT A: DUTIES, SPECIFICATIONS, AND COMPENSATION

  1. DUTIES. The Contractor shall perform the following services: Mental Health Services for individuals provided by Company. The Company will provide the Contractor with a proprietary toolkit and training to prepare these letters.
  2. COMPENSATION. As full compensation for the Services rendered under this agreement, the Company shall pay the Contractor on an hourly basis or fraction thereof, for services rendered.Services shall be compensated as follows:1. PhD and PsyD contractors shall be paid $75.00 per hour, pursuant to the codes in the provided Billing Schedule.
    2. MS level and all other clinical contractors shall be paid $65.00 per hour, pursuant to the codes in the provided Billing Schedule.Contractor responsibilities include but are not limited to:1. All mental health care healthcare evaluations, assessments, decisions and suggested treatment plans.
    2. Orders shall be typically completed within five (5) business days except where an expedited appointment has been purchased which shall be delivered based on the service commitment level.
    3. Electronic copies of the scanned original letter with Contractors signature shall be included with the order and are available for secured electronic downlod. Other printing and shipping service levels are available to the client and subject to additional cost.Upon completion of individual services, Contractor will submit a PayPal invoice for services rendered, which the Company will pay within seven (7) business days following receipt. Contractor shall not submit invoices nor be compensated, in advance, for services purchased by Client but not yet rendered by Contractor. Contractor is under no obligation to submit immediate invoices as services are provided, however, where invoices are not submitted to the Company within 30 business days of service(s) rendered to the client, the Company shall be obligated to pay said invoices within thirty (30) days of receipt.

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