Contractor Terms

The Back Rub Company, LLC (“BRC”), an Arizona limited liability company, and you (“Contractor”) hereby agree as follows:

SERVICES: Contractor shall provide chair and/or table massage, spa services, fitness classes, virtual services and/or wellness/cooking workshop facilitation (collectively “Services”) according to the terms of this agreement (“Agreement”).  This Agreement may be terminated by either party for any reason upon five (5) days’ written notice. Contractor will submit a written confirmation for any event he/she agrees to attend on behalf of BRC. If Contractor cannot attend an event for non-emergency reasons, 24-hour notice is required. In such case, both BRC and Contractor will attempt to find a suitable replacement, however, Contractor will be responsible to pay BRC the full amount that Contractor would have earned under this Agreement for such scheduled event.

COMPENSATION: Contractor shall be paid by BRC at a rate agreed upon by the parties. BRC will determine the rates to be charged to clients and Contractor relinquishes any right to retain direct payments from any client receiving Services from Contractor under this Agreement. Any violation of this Agreement may result in a forfeiture of full or partial payment for any scheduled event.

REPRESENTATIONS: Contractor represents that he/she (i) has the education and experience to provide the Services; (ii) holds a current license/certification to practice the Services issued by the state in which Contractor works; and (iii) has professional liability insurance with coverage for claims arising from the Services in an amount of not less than One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate.

RESPONSIBILITIES: Contractor will be solely responsible for all equipment and supplies required, for Contractor’s transportation to any location, to perform the Services, and for the costs and education required to maintain Contractor’s license/certification.

RELATIONSHIP: The parties agree that Contractor is an independent contractor, pursuant to Arizona Revised Statutes § 23-1601. This Agreement creates no partnership, employment, or agency relationship between the parties. BRC is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, or making any unemployment insurance contributions, on Contractor’s behalf. Contractor will be responsible for payment of, and will indemnify BRC against, all such taxes or contributions, including penalties and interest. Contractor acknowledges that BRC will not secure Workers’ Compensation insurance for Contractor or provide benefits to Contractor, including but not limited to health, life, or disability insurance, vacation time, sick time, paid time-off, profit-sharing, or retirement benefits.

MEDIA RELEASE: Contractor grants BRC a non-exclusive, non-transferable, royalty-free, worldwide license to use or reproduce Contractor’s name, photograph, likeness, or biographical information on BRC’s website and in other marketing materials during the term of this Agreement.

INDEMNIFICATION: Contractor agrees to indemnify BRC against all liability, loss or claim arising from damage or injury to any person or property caused by or sustained in connection with Contractor’sperformance of the Services or breach of this Agreement.

CONFIDENTIALITY: Contractor will be privy to confidential information including BRC business and marketing plans, financial information, and personal information of clients (“Confidential Information”). Except as required for performance of the Services, Contractor will not use or disclose, directly or indirectly, any Confidential Information to any unauthorized third parties unless required by law.

NON-SOLICITATION: During the term of this Agreement and for a period of two (2) years following its termination (“Restricted Period”), Contractor shall not, directly or indirectly, contact or solicit any of BRC’s clients with whom Contractor worked on behalf of BRC for the purpose of inducing them to (i) hire Contractor directly to provide services substantially similar to the Services; or (ii) end or change their relationship with BRC to BRC’s detriment. Should any client of BRC contact Contractor directly for the purpose of hiring Contractor to perform services for client that are substantially similar to the Services, Contractor agrees that it will not perform such services for such client during the Restricted Period.

GOVERNING LAW: This Agreement is governed by the laws of the State of Arizona without giving effect to any conflict of law provision. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Maricopa County, Arizona.