Agreement Terms

BACKGROUND

• The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the Client.

• The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

• The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
  

• Provide behavioral health coaching to customers;
1. Help customers clarify personal problems or the need for change/improvement;
2. Facilitate the application of cognitive-behavioral therapy techniques customers practiced using the tools library;
3. Facilitate access to health and wellness-related information and education;
• Document health coaching sessions;
• Attend case-consultation; and
• Any other tasks which the Parties may agree on.
  
  

TERM OF AGREEMENT

• The term of this Agreement (the “Term”) will begin on the “start date” specified below and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

• In the event that either Party wishes to terminate this Agreement, that Party will be required to provide a 7-day written notice to the other Party.

• In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

• This Agreement may be terminated at any time by mutual agreement of the Parties.

• Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

PERFORMANCE

• The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

• Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

• The Contractor will charge the Client for the Services at the the “pay rate” identified below (the “Compensation”).

• The Client will be invoiced every month.

• Invoices submitted by the Contractor to the Client are due upon receipt.

• The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

• The Contractor will receive a $350 sign on bonus after full completion of all onboarding requirements and has been seeing clients for at least two months. If, within the first two months of the contractor start date, the contractor is unable or unwilling to continue to provide services or is asked to discontinue their services by the Prospera team for any reason, Prospera reserves the right to withhold the bonus.

CONFIDENTIALITY AND NON-SOLICITATION

• Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

• The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
  
  
• During the term of her engagement with Prospera and for a period of one year following the termination of her engagement for any reason, whether voluntary or involuntary, Contractor agrees not to directly or indirectly solicit, on her own behalf or on behalf of any other person, company, or entity, the business of any current or past client of Prospera who has engaged with the Company during her time working with Prospera, in relation to any business that is of a similar nature to the business conducted by Prospera. Contractor acknowledges that the restrictions contained herein are reasonable and necessary to protect the legitimate business interests of Prospera, and agrees that any breach may result in irreparable harm to the Company, entitling Prospera to seek legal remedies, including injunctive relief.

OWNERSHIP OF INTELLECTUAL PROPERTY

• All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of Intellectual Property by the Client will not be restricted in any manner.

• The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

• Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. The contractor must delete all files related to source code, images, mockups, templates, or other documents from his personal computer or cloud storage.

CAPACITY/INDEPENDENT CONTRACTOR

• In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Contractor under this Agreement.

NOTICE

• All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their email addresses defined above, or to such other email addresses as either Party may from time to time notify the other, and will be deemed to be properly delivered immediately upon being served personally.

INDEMNIFICATION

• Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

• Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

• Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

• The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

• It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

• This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.

TITLES/HEADINGS

• Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

• Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

• This Agreement will be governed by and construed in accordance with the laws of the State of California.

SEVERABILITY

• In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

• The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.