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Background Check Consent Form

I hereby acknowledge that any offer of employment made to me ________ (hereafter “the Company”) is conditioned upon the successful completion of a background check which is acceptable to the Company, and upon the successful completion of a Level 1 Background Check in accordance with Florida state law, and that information obtained during this process may disqualify me from being employed by the Company. I hereby acknowledge that the Company and/or its designated representatives will conduct pre-employment background checks thoroughly and within the confines of all applicable state and federal laws. I hereby acknowledge that the Company will maintain any information obtained as a result of my signing this Consent in a confidential file whether electronic or physical, in the Human Resources Department. I understand that a background check will be performed as part of the process to evaluate me prior to any offer of employment, and it is not conducted for any other purpose. I authorize the Company, or its designated representative presenting this consent or a photocopy thereof, to obtain the following records and information in connection with my application for employment with the Company insofar as the records and information are relevant to the position for which I am applying: • Criminal History and Convictions • Motor Vehicle Operation • Certification and Licensing • Educational History and Credentials • Employment Eligibility • Prior Employment Information If the position for which I am applying specifically requires a personal credit history acceptable to the Company, I understand that I will be required to sign a separate Fair Credit Reporting Act Consumer Report Disclosure authorizing the Company to obtain the same. No personal credit history will be obtained by the Company without this authorization, unless the initial Level 1 background check identifies publicly available liens, bankruptcies, or public judgments in matters involving me. I authorize all persons who are the custodians of these records, or who may have information relevant to my application for employment, to provide records or disclose such information to the Company and/or its designated representative. I release the Company, its employees, designated representatives, agents, officers and trustees, as well as all persons or entities who provide records or disclose information, from any and all claims of liability or damage due to either the procurement or the true and accurate disclosure of such records or information.

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and entered into between Health Professional Connect, a Florida corporation, doing business as FitnessAtYourDoor (the “Company”) and ___________________ (“Contractor”) (hereinafter collectively referred to as “Parties”). The Parties, therefore, agree as follows:

1. Services.
   1. During the Term of this Agreement, Contractor will perform for the Company the Contracting services, as directed by the Company, and as more particularly described in Exhibit A to this Agreement (the “Services”). The Services have been specially ordered and commissioned by Company.
   2. The content, style, form, and delivery of the Services shall be completely satisfactory to Company and shall be consistent with Company's standards as more particularly described in Exhibit A.


2. Status as an Independent Contractor.
   1. The Parties intend that the Contractor be engaged as an independent contractor of the Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
   2. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
   3. The Contractor will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of the Company.
   4. Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation, and other insurance, as well as licenses and permits usual or necessary for conducting the Services.


3. Expectations of Contractor. Contractor understands and agrees that as a condition of their contract with the Company, they will undergo the Company’s FitnessAtYourDoor Certification and will comply with all rules and expectations as discussed therein.


4. Compensation.
   1. The Contractor shall be compensated at an agreed-upon hourly rate as determined by the Company and based on the Contractor’s skill, experience, certifications, compliance with FitnessAtYourDoor policies, and results obtained for Clients.
   2. The Contractor shall be paid via direct deposit every third week of each month.
   3. No other fees and/or expenses will be paid to Contractor, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing.
   4. The Company shall not be responsible for federal, state, and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.
   5. Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation pursuant to this Agreement.
   6. Contractor hereby indemnifies and holds Company harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor's failure with respect to its obligations in this Section.



5. Noncompete. For a period of one (1) year after the Contractor is no longer engaged as an Contractor by the Company, the Contractor will not, directly or indirectly, either as proprietor, stockholder, partner, officer, employee, Contractor or otherwise, distribute, sell, offer to sell, or solicit any orders for the purchase or distribution of any products or services which are similar to those distributed, sold, or provided by the Company.



6. Ownership of Work Product.
   1. As a result of providing the Services, the Contractor may create certain work product (the "Work Product").
   2. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a “work made for hire,” within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Company's complete ownership of all rights, titles and interest in the Work Product, the Contractor hereby transfers and assigns to the Company all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit.
   3. Upon Company's reasonable request, and at Company's sole cost and expense, Contractor shall take such steps and actions, and provide such cooperation and assistance to Company and its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be reasonably necessary to effect, evidence, or perfect the assignment of the Work Product to Company or any assignee or successor thereto.
   4. The Company grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Company may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal.






7. Confidentiality.
   1. Contractor acknowledges that Contractor will obtain the Company's confidential information, which includes, but is not limited to, (i) business, product and marketing plans or proposals, (ii) customer lists and customers' personal information, (iii) software and hardware prototypes, samples and specifications, (iv) research and development information (including studies, records, reports and drawings), (v) trade secrets and all other proprietary information whether embodied in the Company's products or otherwise, and (vi) ideas, concepts, strategies and recommendations relating to products or services offered, developed or planned by the Company (collectively, the “Confidential Information”). Contractor agrees that the Company is the owner of all Confidential Information and all copyrights, trade secrets, patents, trademarks, and other associated intellectual property rights.
   2. Company acknowledges that its Confidential Information does not include information that (i) was rightfully in Contractor's possession before receipt from the Company, (ii) is or becomes a matter of public knowledge through no fault of Contractor, (iii) is rightfully received by Contractor from a third party without a duty of confidentiality, and/or (iv) is independently developed by Contractor without use of the Company's Confidential Information.
   3. Contractor agrees that following receipt of Confidential Information, Contractor shall not, without the Company's written consent, (i) disclose Confidential Information or any portion of it to any person or entity, (ii) assist others to develop, produce, market, or sell any product based on or utilizing it, (iii) make any other use of it in any way or for any purpose, or, (iv) reverse engineer, decompile or disassemble any of the Company's products.
   4. Contractor agrees that all Confidential Information is and shall remain the Company's property. Upon termination of this Agreement by either party, or at the Company's request at any time during the term of this Agreement, Contractor and Contractor Staff shall promptly return to Company all copies, whether in written, electronic or other form or media, of Company's Confidential Information, or destroy all such copies and certify in writing to Company, at Company's request, that such Confidential Information has been destroyed.
   5. Contractor shall not wrongfully use or disclose to the Company any proprietary information or trade secrets of Contractor's former employer(s). Contractor shall not bring onto the Company's premises any such information without first obtaining the express written consent of former employer(s).
   6. Contractor acknowledges that the Company has and will receive confidential information from others. Contractor agrees to treat such information as the Company Confidential Information.
   7. Contractor acknowledges that money damages for a breach of this Paragraph would not be adequate relief, and therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach by Contractor.






8. Non-Solicitation.
   
   1. The Contractor agrees that at all times during the Term and for a period of two (2) years thereafter, they will not, without the Company's prior written consent, on behalf of any individual, partnership, corporation, association, limited liability company, or entity that provides services competitive with the Company's business within fifty (50) miles of the Company's studio location, which competitive services include, but are limited to, group fitness classes or services, high-intensity interval training classes or services, and boutique fitness services (a “Competitive Business”), solicit, directly or indirectly, the business of any person who was a client or customer of the Company during the Term.
   2. The Contractor further agrees that at all times during the Term and for a period of two (2) years thereafter, he will not, without the Company's prior written consent, (i) serve as a partner, employee, consultant, employment, officer, director, manager, agent, associate, or otherwise work for a Competitive Business or (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, any competitive business.
   3. If in any judicial proceeding, a court shall refuse to enforce this or any other restrictive covenant in this Agreement, whether because the time limit is too long or because the restrictions contained in such other covenant are more extensive (whether as to geographic area, the scope of business, or otherwise) than is necessary to protect the business or goodwill of the Company, it is expressly understood and agreed between the parties hereto that this Agreement is deemed modified to the extent necessary to permit the greatest restriction possible to be enforced in such proceedings
   4. If the Company or its successors in interest shall successfully make application to a court of competent jurisdiction for injunctive relief to enforce this provision, hen the period of time from the time of breach until the date on which the court grants injunctive relief shall be added to the duration of the non-competition restriction.
   5. The Contractor covenants and agrees that if they shall violate any of the provisions herein, the Company shall be entitled, in addition to any other appropriate relief, to an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that the Employment directly or indirectly has realized and/or may realize as a result of, or growing out of, or in connection with, any such violation. These remedies shall be in addition to, and not in limitation of, injunctive relief or other rights or remedies to which the Company is or may be entitled at law or in equity under this Agreement.



9. Equipment. Contractors shall supply at their expense all other equipment that may be required to perform the Services.



10. Termination. The term of this Agreement will commence on the date of signing by both Parties (the “Effective Date”) and will continue until such time as either of the Parties terminate the Agreement (“Termination Date”).
    1. The Company may terminate this Agreement at any time for any reason, with or without cause, effective immediately upon notice to the Contractor.
    2. This Agreement is terminable at any time by Contractor upon thirty (30) days written notice to Company.
    3. Upon termination, Contractor shall submit to Company any documents, equipment, materials, and information that Company requests that is related to the Services within forty-eight (48) hours of such written request, including but not limited to contracts, invoices, car decals, shirts, workout plans, contact information, written plans, and works in progress. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of the Agreement.



11. Representations and Warranties. Both Parties represent and warrant to the other that (a) each has full power and authority to enter into this Agreement, and (b) neither will violate the terms of any agreement with any third party. Contractor represents and warrants that the Services and the performance of their duties and obligations hereunder will not breach or be in conflict with any other agreement to which the Contractor is a party or by which the Contractor is bound, and that Contractor is not now subject to any covenant against competition or similar covenant which would affect the performance of his duties under this Agreement, irrespective of Contractor's belief that such agreement or covenant is unenforceable.



12. Indemnification. Contractor shall defend, indemnify and hold Company and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to Contractor's, or Contractor's employees, breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor or Contractor's employees.
    


13. Limitation of Liability. EXCEPT FOR THE PARTIES' INDEMNIFICATION, OBLIGATIONS, CLAIMS PERTAINING TO CONFIDENTIAL INFORMATION, OR DAMAGES RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFIT, LOST SAVINGS, LOSS OF USE, OR BUSINESS INTERRUPTION, BASED ON ANY CLAIM UNDER THIS AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.



14. Attorneys' Fees. If any action is brought relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit.
    


15. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Contractor to a third party without the prior written consent of the Company. It shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, and its economic rights and benefits shall inure to the benefit of the Contractor or her heirs and duly constituted legal representatives.
    


16. Severability. If any term or provision of this Agreement shall be held invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected.



17. Amendment. This Agreement may be amended only by written agreement, including but not limited to email, duly executed by an authorized representative of each party.



18. Waiver. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.


19. Binding Effect. This Agreement shall be binding on and shall inure to the benefit of the Parties hereto and their respective heirs, representatives, successors, and permitted assigns.
    


20. No License. The Parties agree that no license, by implication or otherwise, is granted to Contractor under this Agreement or through any disclosure of information in the course of his performing Services. No license or permission is given to Contractor to export any of the Company products or information in violation of any applicable law.
    


21. Governing Law. This Agreement shall be governed by the laws of the State of Florida applicable to contracts made and to be performed in this state.



22. Jurisdiction and Venue. The parties agree that the exclusive venue for any litigation, proceeding, claim, or controversy that arises out of or relates to the Contractor's engagement, this Agreement, or the breach of this Agreement, will be in the State of Florida. The parties each hereby submit to the jurisdiction at the state and federal courts in the State of Florida.



23. Entire Agreement. This Agreement, together with the Offer Letter Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations and understandings.

Agreed upon by:

EXHIBIT A TO INDEPENDENT CONTRACTOR AGREEMENT
DESCRIPTION OF SERVICES (“SERVICES”)

The Contractor will provide the services outlined below and any additional services as deemed appropriate during the term of this Agreement.

1. Services.
   1. The Contractor shall perform the duties and have the responsibilities as directed by the Company including personal training services delivered to the Company’s Clients.
   2. The Contractor shall devote their business time, skill, energy, business judgment, knowledge, and best efforts for the Company in the advancement of the best interests of the Company and the performance of the Services.
   3. The Contractor shall comply with all policies, standards, and regulations of the Company as they are established from time-to time and shall perform his duties in accordance with the laws, rules, and regulations of the State of Florida and the United States.


2. Changes to Contractor Schedule. In the event that there are changes to Contractor’s schedule that could adversely affect the availability of Contractor, the Contractor agrees to notify the Company of any such change(s) no later than seven (7) days prior to such change(s), or promptly and without delay if Contractor becomes aware of such change(s) within the seven (7) day period.