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Facilitator Terms and Conditions

BACKGROUND

A. Total Life, Inc., (“Company”) desires to hire a Facilitator or Provider (“Provider”) on a contract basis and Provider wishes to be hired by Company to provide such services upon the terms and conditions as provided below;

B. The Parties to this Agreement desire to enter into this Agreement to provide a complete statement of their Agreement.

1. Provider Services.

1.1.

Provider shall perform the facilitation of wellness programs and other non-clinical services that may be added to the platform from time to time (“Provider Services”) to prospective or current patients of the Company herein referred to as the “Clients”.

1.2.

Provider shall provide the Provider Services virtually through telehealth on the Company’s online video chat platform (“Platform”).

1.3.

Provider shall perform the Provider Services from a private professional office location with secure and stable internet connection and use a professional backdrop for all sessions.

1.4.

Provider shall perform the Provider Services at all times in the United States.

1.5.

Provider agrees to assist with calling emergency hotlines on behalf of the Client during any emergency as determined in Provider’s discretion. Client information is available in Client profile on platform.

1.6.

Provider shall perform all Provider Services in an energetic, professional, courteous and efficient manner, and shall not engage in any business or professional activity that conflicts with the business conducted and the services performed by Company during the term of employment and afterwards.

1.7.

At all times during the Term of the Agreement, Provider agrees to abide by the applicable Provider Terms and Conditions also included in this link: https://totallife.com/provider-terms-and-conditions

1.8.

Company will have (i) sole and exclusive authority to establish the fees and other rates it charges for the Provider Services performed by Provider under this Agreement in accordance with applicable law and consistent with fair market value and (ii) sole and exclusive ownership of all fees, income, revenue, and other compensation received, realized or derived by the Company or Provider that are attributable to the Provider Services performed under this Agreement. Except as otherwise provided in this Agreement, Provider agrees not to provide any professional courtesies or to waive any fee for any Client.

2. Term.

This Agreement shall commence as of the Effective Date and shall continue until terminated as provided in this Agreement.

3. Compensation and Payments.

3.1.

Session Payment In consideration for the Provider Services, Company agrees to pay Provider compensation pursuant to the Total Life Contractor Agreement.

Provider acknowledges and agrees that Company issues payments on a semi-monthly billing cycle with payments processed on the last business day on or proceeding the i.) 15th day and ii.) final day of each month, respectively Mid Month Pay Cycle and Final Month Pay Cycle. Each Pay Cycle Payment will be based on the total Session Payments accrued for the Provider Services completed from the previous Pay Period (i.e. 1st to 15th or 16th to the final day of the month). For example, Provider Services completed during March 1, 2023 to March 15, 2023 will be processed for payment on the Final Month Pay Cycle on Friday, March 29th, 2023 as the final day of March 2023 falls on a Sunday.

3.2.

The Parties intend that all compensation paid by Company to Provider for the Provider Services provided under this Agreement is: (i) commercially reasonable; (ii) consistent with fair market value in an arms’ length transaction based on the Company’s role in providing access to the Platform and hosting for the Provider Services to be performed by Provider, and performing the administrative and related back office services; and (iii) not determined, either directly or indirectly, in a manner that takes into account the volume or value of Client referrals; and (iv) not excessive for the nature, extent and value of the Provider Services being provided. The Parties further provide that neither Company nor Provider is obligated, required or under any inducement to admit, recommend, arrange for, generate or refer Clients or other business to the other Party or any other person or entity, directly or indirectly, and this arrangement for Provider Services and the amounts payable or things of value provided hereunder do not require, are not conditioned or contingent upon, and are not an inducement for the admission, recommendation, arrangement, generation or referral of or for any Client or any other business, directly or indirectly, and the compensation and things of value hereunder are not related to and are not determined, based or contingent upon and do not take into account, directly or indirectly, the volume or value of any admissions, recommendations, arrangements, referrals or business otherwise generated.

4. Schedule Of Work.

4.1.

Provider agrees to conduct weekly Provider Services based on their availability scheduled in advance on a monthly basis in coordination with Company. Provider understands that:
a. Company cannot ensure Provider’s availability will match the availability of Clients to perform the Provider Services;
b. Company makes no minimum commitment of hours available for Provider to perform the Provider Services. Provider may discuss with Company any concerns regarding their availability;

5. Provider Expenses, and Fees.

5.1.

Provider No Show Fee.

Provider agrees to pay Company a No-Show Fee of thirty ($30) dollars for missing a session, canceling a session, or rescheduling a session with less than twenty-four (24) hours’ notice to the Client. Provider agrees to have the No-Show Fee deducted from Provider’s pay. If Provider misses, cancels or reschedules a session with less than twenty-four (24) hours’ notice to the Client due to an extraneous circumstance, the No-Show Fee may be waived on a case-by-case basis by Company.

6. Independent Contractor Relationship.

The relationship between Company and Provider shall be that of independent contractor and nothing herein shall render Provider an employee, partner, party to a joint venture with Company, or agent of Company. Provider shall not hold his or herself out to have any such authority. This Agreement constitutes a contract for the provision of Provider Services to Clients of the Company on the Platform and shall not represent a contract of employment. Provider acknowledges and agrees that Provider is obligated to report as income all compensation received by Provider pursuant to this Agreement. Provider shall pay all self-employment and other taxes on such income.

7. Insurance Requirements.

Provider shall secure and maintain business liability insurance and will hold such liability insurance at all times covering the Provider Services herein during the existence of the Agreement. Provider shall provide Company with certificates of insurance evidencing the insurance required pursuant to this section. Provider agrees to notify Company of any cancellation, non-renewal, or change in coverage within thirty (30) days of receipt of any such notice.

8. Termination.

8.1.

Subject to the terms of this Agreement, Provider’s Agreement with the Company shall be terminable at will. Notwithstanding any other provision in this Agreement, this Agreement may be terminated as follows:

8.1.1.

Company may terminate this Agreement with or without cause, at any time with prior written notice to Provider. Provider may terminate this Agreement without cause, at any time when no Scheduled Session is in effect upon 15 days’ prior written notice to Client.

8.1.2.

Termination for Cause. Either party may terminate this Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within 3 days after notice by the non-breaching party is given.

8.2.

Effects of Termination. Except as hereinafter provided, upon termination of this Agreement, neither Party shall have any further obligation hereunder except for Company’s obligations to pay Provider’s earned fees up through the date of such termination, Provider shall return or destroy any and all company or client information in their possession. Any such records are the sole and exclusive property of the Company and Provider shall retain no duplicates or recordings.

9. Ownership of Intellectual Property.

In the event that, as part the Provider’s activities on behalf of the Company, Provider utilizes any pre-existing materials (whether or not patentable, reduced to practice), or any copyrightable work (not comprising Company confidential Information), Provider shall retain all rights, title, and interest in and to such Intellectual Property. Notwithstanding the foregoing, the Company reserves the right to engage in wellness workshops or activities covering similar topics with other providers, provided such engagements do not involve the replication or distribution of the Provider’s proprietary pre-existing materials.

10. Indemnification.

Provider hereby agrees to indemnify, defend, and hold harmless Company and its shareholders, officers, directors, employees, agents, members, and managers from any and all liability, expenses, claims, causes of action, demands, contracts, obligations, suits, losses, damages, attorney fees or liabilities of any kind, whether known or unknown, vested or contingent, whether arising in contract, tort or by statute and whether asserted in law, equity or otherwise, that arises or occurs as a result of any breach by Provider of the Agreement, acts or omissions, gross negligence and/or willful misconduct of Provider in the performance of the Provider Services under the Agreement. The indemnification obligations of this provision shall survive the termination of this Agreement for any reason.

11. Representations, Warranties and Covenants of Provider.

11.1.

Except as otherwise disclosed to Company in writing, Provider hereby warrants that the following representations are true and accurate as of the date of this Agreement, and covenants that such representations shall remain true and accurate at all times throughout the term of this Agreement;

11.1.1.1.

The undertaking of this Agreement by Provider and Company will not constitute a breach of any other agreement to which Provider is a party or any obligation to which Provider is bound;

12. Restrictive Covenants

12.1.

Acknowledgement of Interests. Provider hereby expressly acknowledges and agrees that Company has expended and will expend considerable time, effort and capital to develop its current Client base and has a legitimate business interest in protecting its Client base. Provider acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate business interests of Company and will not impair or infringe upon Provider’s right to work or earn a living after Provider’s engagement with Company ends.

12.2.

Non-Solicitation of Clients. Upon termination of this Agreement for any reason, Provider covenants and agrees that Provider will not, either for himself/herself or as an employee, independent contractor or agent for any other person or entity, solicit or attempt to solicit any Clients treated by Provider pursuant to this Agreement during the Term of the Agreement and for a period of one (1) year from the effective date of termination of this Agreement, provided, however that this section shall not interfere with a Client’s ultimate choice should the Client so choose to continue seeing Provider post-termination of the Agreement. Provider shall not contact Clients regarding Provider’s departure from the Company without the prior written consent of Company.

12.3.

Non-Solicitation of Employees and Independent Contractors. Upon termination of this Agreement for any reason, Provider covenants and agrees that Provider will not, either for himself/herself or as an employee, independent contractor or agent for any other person or entity, directly or indirectly solicit or attempt to hire away any persons then employed or retained by Company in connection with the operation of Company during the Term of the Agreement and for a period of one (1) year from and after the effective date of termination of this Agreement.

12.4.

Non-Disparagement. During the Term of this Agreement and for a period of one (1) year following the termination of this Agreement for any reason, Provider shall not make any disparaging or defamatory statements or statements which may harm the reputation of Company, whether written or verbal, including via social media and related online platforms, regarding Company, its officers, directors employees, and agents.

12.5.

Confidentiality. Provider agrees to maintain as strictly confidential all information relating to Company and its affiliates including, but not limited to, information relating to research, development, contracting, billing, accounting, marketing, merchandising, systems, practices, plans, and other items or trade secrets, trade knowledge, and trade know-how, analyses, customer base as well as documents, data, Client information, strategies, and financial, organizational and business records, whether or not identified as confidential prior to disclosure, or other documents prepared by agents and representatives, including, without limitation, attorneys, accountants, and financial advisors, and any other information reasonably considered to be confidential or not available to the public generally or to the competitors of either party, including all records, memoranda, notes, plans, reports, computer tapes thereof in such party’s possession (“Confidential Information”). Confidential Information is proprietary to Company and shall be used by Provider solely for the purpose of this Agreement and none other.

12.5.1.

Exceptions to Confidentiality. Confidential Information shall not include information that:

12.5.1.1.

Is or becomes generally available to the public other than as a result of the disclosure by Company;

12.5.1.2.

Was known by Provider prior to disclosure by Company; or

12.5.1.3.

Became available to Provider on a non-confidential basis from a source other than Company (or agent thereof) which is not prohibited from disclosing such Confidential Information to Provider by a legal, contractual or fiduciary obligation to Company.

12.6.

Property of Company. All copies of the Confidential Information shall be returned to Company by Provider immediately upon Company’s written request or, alternatively, shall be destroyed upon the request of Company, and any oral Confidential Information shall continue to be subject to the terms of this Agreement. Such return of Confidential Information shall be provided in accordance with industry standards and destruction of Confidential Information shall be confirmed in writing by Provider signed by an officer of Provider.

12.7.

Disclosure Under Legal Compulsion. In the event that Provider becomes legally compelled to disclose any Confidential Information upon receipt of a valid and enforceable court or administrative subpoena, Provider shall provide Company with prompt notice so that Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of this Agreement, Provider agrees that it shall furnish only that portion of the Confidential Information that it is legally required to disclose and, further, shall exercise its best efforts to obtain reasonable, reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed. Further, Provider shall promptly notify Company within (10) days of any unauthorized release of Confidential Information.

12.8.

Irreparable Injury. Provider acknowledges and agrees that a breach by Provider of any of the covenants and agreements contained in this Section 13 will result in irreparable and continuing injury and damage to Company. Provider further acknowledges and agrees that the covenants and agreements contained in this Section 13 are reasonably necessary to protect the interests of the Company in light of the nature of its practice and the professional involvement of Company in such practice. In the event of a breach of any of the covenants or agreements contained in this Section 13 by Provider, Company shall be entitled, and Provider hereby consents, to a temporary or permanent restraining order or injunction in order to enforce its rights under this Section 13. Provided, however, that such restraining order or injunctive relief shall be cumulative of any other rights and remedies available to Company as a result of any breach of this Agreement by Provider.

12.9.

Severability of Restrictive Covenants; No Right of Set Off. Provider and Company expressly agree and stipulate that the covenants and agreements contained in this Section are separate, severable and divisible, and in the event any portion or portions of the covenants and agreements contained herein are declared invalid or unenforceable by any court of competent jurisdiction, the validity of the remaining covenants and agreements shall not be affected thereby. In addition, the enforceability of the covenants and agreements contained in this Section shall not in any way be affected by any claim, action, cause of action, defense or right which Provider may have against Company, it being the intention of the Parties hereto that Company have the right to enforce the covenants and agreements contained in this Section, regardless of the existence of any such claim, action, cause of action, defense or right.

13. Notices.

Written notice required under this Agreement aside from resignation shall be delivered personally or sent by United States registered or certified mail, postage prepaid and return receipt requested, and addressed or delivered to the Parties at the addresses first written above (or such other address as may hereafter be designated by a party by written notice thereof to the other party). If personally delivered, such notice shall be effective upon delivery, and if mailed as provided for above, such notice shall be effective three (3) days after it is placed in the mail.

14. Promotion.

Provider acknowledges and agrees that Total Life may use and/or disclose information that Provider uploads through the Platform including, but not limited to, their name, photograph, NPI (if applicable), information about their credentials, experience, specialties and qualifications, to third parties and third-party websites for the purpose of promoting the Provider Services. Promotion may include using the Provider’s name, photograph and profile in thirty-party provider directories that promote Total Life. Provider may decline the disclosure by contacting Total Life at [email protected].

15. Governing Law; Waiver of Jury Trial; Dispute Resolution.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.

15.2.

THE PARTIES KNOWINGLY AND VOLUNTARILY WAVE THE RIGHT TO A JURY TRIAL TO DECIDE ANY DISPUTES ARISING OUT OF THIS AGREEMENT.

15.3.

Except for an action solely seeking injunctive relief specifically provided for under this Agreement, any issue, dispute, controversy, or claim arising out of or relating to this Agreement, or any breach of this Agreement, without limitation shall be resolved by binding arbitration. The arbitration shall substantively and procedurally be governed by the Federal Arbitration Act (FAA). References to state law shall not be construed as a waiver of any rights under the FAA. The Parties further agree to delegate all issues including issues concerning the validity or enforcement of this arbitration provision, or whether it applies to a specific issue, claim, of this provision, the arbitrability of any issue, dispute, controversy or claim, or the waiver of a right by either party, shall be determined by the arbitrator. The arbitration shall be by a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each Party shall bear its own costs and expenses (including attorney’s fees) of arbitration except that the fees and charges of the arbitrator shall be borne equally by the Parties. The Parties agree the venue for arbitration shall lie in the United States of America, Delaware.

16. Execution in Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same agreement. The delivery of copies of this Agreement, including electronic copies, bearing the signatures of the Parties shall be as effective as the delivery of manually signed copies of this Agreement.

17. Waiver of Breaches:

Any waiver by either Party of a breach or violation of any provision of this Agreement does not constitute a waiver of any other subsequent breach or violation. A waiver of any action, right, or condition outlined in this Agreement shall only be effective if made in writing and signed by the Party granting the waiver.

18. Severability of Provisions.

If any provision of this Agreement, or any part thereof, is found invalid or unenforceable by a court of competent jurisdiction or by operation of law, such invalidity or unenforceability shall not affect the validity of the remaining parts and provisions. This Agreement shall be construed as if such invalid or unenforceable provision or part thereof had never been included. All remaining provisions of this Agreement shall remain in full force and effect and shall be interpreted to best achieve the original intent and purpose of the parties.

19. Assignment.

Neither this Agreement nor any of the rights and duties under this Agreement may be assigned or delegated by Provider. Company may assign this Agreement without notification to, or the consent of, Provider.

20. Costs and Attorneys’ Fees.

Provider acknowledges that, if Provider breaches this Agreement, then, to the extent permitted by law, Provider will be liable to Company for the costs incurred in enforcing its rights under this Agreement, including Company’s reasonable attorneys’ fees.

21. Entire Agreement.

This Agreement contains a full and complete expression of the rights and obligations of the Parties with respect to the subject matter hereof and it supersedes all other agreements or understandings, written or oral, heretofore made by the Parties. This Agreement may be modified or amended only in writing, referencing this Agreement, signed by the Parties hereto.

Last updated: May 6, 2024