VARSITY TUTORS LLC INDEPENDENT CONTRACTOR AGREEMENT FOR SERVICES
This agreement (“Agreement”) is entered into between Varsity Tutors LLC, a Missouri limited liability company (the “Company”), “Company”), and “Tutor” as o the date speciied on the last page o this agreement! Tutor"s name is speciied on the last page o this agreement! RECITALS
A! The Compan Company y is engage engaged d in the busine business ss o o locat locating ing and oer oering ing tut tutori oring ng supp support ort or studen students ts o o all ages! #tudents contact the Company rom time to time with re$uests or tutoring support in selected academic areas and the Company may reer one o its independent contractors who can pro%ide the re$uested support to the student! &! The The Compa Company ny cont contra ract ctss with with indi% indi%id idua uals ls who who poss posses esss a bac'gr bac'grou ound nd o educ educat atio ion n and epe eperi rien ence ce in a %ariety o educational ields and who also possess the s'ills necessary to pro%ide eecti%e tutoring ser%ices! ser%ices! C! The The Compa Company ny does does not not posse possess ss the the s'ill s'ills, s, ser% ser%ic ices es or pers person onne nell neces necessa sary ry to trai train, n, supe super% r%is isee or pro%ide tutoring ser%ices to students and relies on independent contractors to pro%ide such ser%ices! ! The The Compa Company ny inte inter% r%ie iews ws and e%al e%alua uate tess a%ail a%ailab able le contr contrac acto tors rs to dete determ rmin inee wheth whether er a contra contract ctor or possesses the s'ills, a%ailability, a%ailability, and dedication re$uired by the Company to enter into a tutoring relationship with a speciic speciic student! student! The Company Company does not pro%ide any training training,, re$uired re$uired wor' programs programs or other instructio instructions ns regarding the preparation, content or the manner in which tutoring ser%ices are pro%ided by the tutor and relies on its inter%iews o prospecti%e contractors to determine whether the educational bac'ground and prior eperience appear to be suicient to support a reerral by the Company o a speciic tutor to a student loo'ing or speciic tutoring support! *! Tutor Tutor has pro%id pro%ided ed the Compan Company y with with e%iden e%idence ce o his his or her traini training ng and and educ educati ationa onall bac'g bac'grou round nd and has participated in direct inter%iews with Company personnel and has also pro%ided inormation necessary or the Company to perorm its routine bac'ground chec's and has otherwise complied with the Company+s process to re%iew and eamine prospecti%e tutors! ! Tuto Tutorr ac'n ac'now owle ledg dges es that that the the Compa Company ny main mainta tain inss relat relatio ions nshi hips ps with with a numb number er o ind indep epen ende dent nt contractors who possess a %ariety o educational s'ills, achie%ements and teaching eperience and that Tutor will be as'ed to pro%ide tutoring ser%ices only when the Company has determined that Tutor+s bac'ground and eperience might be suitable or a student client o the Company! Tutor desires to be included in the Company+s list o independent contractors! -! The The Com ompa pan ny des desires ires to eng engage age the ser ser%ice %icess o Tuto Tutorr pur pursuan suantt to thi this Agree reement ment as an independen independentt contract contractor or or the purpose purpose o pro%iding pro%iding the Company Company with a resource resource capable o pro%iding pro%iding ser%ices ser%ices including, but not limited to, academic tutoring and test preparation or its student clients! .!
Thes Thesee /ec /ecit ital alss are are cons consid ider ered ed mat mater eria iall ter terms ms o thi thiss Agr Agree eeme ment nt!! COVENANTS
012, T.*/*1/*, in consideration o the mutual promises contained herein and other good and %aluable consideration, the receipt and suiciency whereo are hereby ac'nowledged, the parties agree as ollows3 Qualifications! Tutor has pro%ided the Company with bac'ground inormation which describes 4! Tutor+s educational le%els and eperience as well as identiying Tutor+s speciic speciic areas o $ualiication! Tutor agrees upon the annual anni%ersary date o this Agreement, to update all inormation pro%ided to the Company as part o its initial analysis and e%aluation o Tutor! Additionally, Tutor shall pro%ide, i applicable, updated e%idence o the automobile insurance re$uired in #ection 45 below! Contractor Sr!ics En"a"#nt! The Company will notiy Tutor when it belie%es that Tutor 6! may ha%e the s'ills and eperience to pro%ide tutoring ser%ices to one o the Company+s student clients and will pro%ide Tutor with a description o the re$uested ser%ices (“#er%ices”) and the general time rame in which the #er%ices are to be completed! The Company will coordinate the engagement with the student client and Tutor, including arranging or Tutor and student (or student+s parent parent or guardian i under the age o 47) to tal' about the #er%ices and times and place o meeting! Varsit$ Tutors% LLC In'(n'nt Contractor A"r#nt for Sr!ics
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Stu'nts )*o Ar Minors! The Company pro%ides assistance to students at all educational 5! le%els and re$uently to students who are under the age o eighteen! ;n such situations, the Company contracts with the parent or guardian o the student and Tutor+s irst communication shall be with the parent or guardian! ;n the e%ent Tutor+s engagement in%ol%es a student under the age o eighteen years, Tutor will not conduct tutoring sessions in a pri%ate residence or any non
udgments o the tutoring support re$uired to assist the student! Tutor shall be solely responsible or the content o the #er%ices and ac'nowledges that the Company does not participate in or support the de%elopment o the #er%ices or their deli%ery! Tutor is solely responsible to set the times to pro%ide the #er%ices as may be agreed upon with the student client rom time to time and agrees to comply with such scheduling that has been agreed upon! Tutor agrees to contact the Company during the term o the engagement as necessary rom time to time to pro%ide the Company with notice o any obser%ed diiculties, progress o tutoring or lac' thereo, or other issues that could become problems i not addressed promptly! In'(n'nt Contractor+ Tutor shall control and determine the method and means by which the 8! #er%ices shall be rendered, including the preparation, content and structure o the #er%ices and when, where and how the #er%ices are to be pro%ided and the se$uence o pro%iding the #er%ices! Tutor+s status under this Agreement is that o an independent contractor and not that o an employee, agent or representati%e o the Company or any purpose! 0othing contained in this Agreement re$uires the Company to utili?e Tutor+s #er%ices! Tutor may wor' or any other person or entity and shall remain ree to pursue other proessional and personal acti%ities and Tutor agrees that such other acti%ities shall not unreasonably interere with the perormance o Tutor+s responsibilities set orth herein! 0othing herein will be construed to create a partnership, >oint %enture, agency or employment relationship between Tutor and the Company!
This Agreement is 01T an employment agreement between Tutor and the Company! This Agreement supersedes all other agreements o any nature whatsoe%er with regard to the sub>ect matter hereo! 0otwithstanding the oregoing, this Agreement shall ha%e no eect on any part o any preusted by the Company as ollows3 i Tutor cancels a scheduled tutoring session with less than twenty<our (6=) hours notice to the student, the net one hour o tutoring #er%ices shall be pro%ided by Tutor without charge to the Company! ;n the e%ent Tutor ails to 'eep a scheduled session without notice to student, the net two hours o tutoring #er%ices shall be pro%ided by Tutor without charge! Tutor agrees to adhere to the tutoring schedule set with student rom time to time and ac'nowledges that a ailure to meet the agreed upon schedule may result in the immediate termination o #er%ices being pro%ided pursuant to this Agreement! The Company will pay Tutor within approimately ten (49) days ollowing the end o each calendar month during which time Tutor has pro%ided any #er%ices to students! Tutor understands and agrees that Tutor is re$uired to and will authori?e the Company to ma'e all payments re$uired by this Agreement by direct deposit to the account Tutor designates! Tutor ac'nowledges that the Company cannot ma'e payment unless Tutor has logged his or her tutoring hours completed in the applicable calendar month! Tutor agrees to log his or her tutoring hours on the Company+s online website immediately ater each session! ;n the e%ent Tutor disputes the amount o the payment made by the Varsit$ Tutors% LLC In'(n'nt Contractor A"r#nt for Sr!ics
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Company in any gi%en month, Tutor agrees to pro%ide immediate notice to the Company o the disputed issues or amounts and that the Company will ha%e a period o twenty (69) days to in%estigate and respond to Tutor+s notice! 7! No Ri#-urs#nt of E.(nss! The Company shall not be responsible or nor shall it reimburse Tutor or any epenses Tutor incurs in pro%iding the #er%ices during the term o this Agreement! Tutor+s sole compensation is set orth in aragraph : abo%e! Offics% E/ui(#nt% an' Tools ! Tutor is an independent contractor and shall be ully responsible B! to pro%ide all tools and materials necessary or it to carry out the #er%ices and Tutor shall ensure that he or she possesses computers, calculators, reerence materials, tetboo's, noteboo's, pens, art supplies and such other materials as are reasonably necessary or Tutor to pro%ide the #er%ices in a complete and proessional manner! Tutor shall be solely responsible to pro%ide his or her own oice or wor'ing space and to arrange locations or the deli%ery o the #er%ices! Multi(l En"a"#nts! Tutor may be engaged or multiple students during the term o this 49! Agreement and Tutor and Company agree that the terms and conditions o this Agreement shall be binding on all engagements underta'en during the term o this Agreement!
44! Tr# of A"r#nt0 Tr#ination ! The term o this Agreement shall commence on the date speciied on the last page o this agreement and shall continue or a period o thirty (59) days unless sooner terminated in accordance with this Agreement! Thereater, this Agreement shall automatically renew or successi%e thirty (59) day terms unless and until terminated in accordance with the pro%isions o this Agreement! *ither the Company or Tutor may terminate this Agreement at any time upon at least thirty (59) days written notice to the other party as pro%ided in this Agreement! ;n the e%ent o any such notice o termination, this Agreement and all obligations set orth herein shall terminate as o the last day o the thirty (59) day term in which the notice o termination epires! The oregoing notwithstanding, i Tutor is con%icted o any crime or oense, ails or reuses to comply with the written policies or reasonable directi%e o the Company, is guilty o serious misconduct in connection with the perormance o the #er%ices, or materially breaches any pro%ision o this Agreement, the Company may, at any time, terminate the engagement o Tutor immediately and without prior written notice to Tutor! Tr#ination of a S(cific En"a"#nt+ Tutor ac'nowledges that the relationship between a 46! Tutor and a student is %ery personal and that a student may decide or any reason that its arrangement with Tutor is not satisactory! #imilarly, the Company may determine in its sole discretion to terminate the #er%ices being pro%ided at any time! ;n the e%ent a student being tutored by Tutor or the Company elects to terminate the tutoring engagement or any reason, the Company shall notiy Tutor, and the engagement or #er%ices or that speciic student pursuant to this Agreement shall terminate immediately! Tutor will be paid or all tutoring hours completed or that speciic student prior to receipt o the notice o termination! Any other engagements shall continue unless Tutor is notiied otherwise! Insuranc! Tutor ac'nowledges that the Company is not obligated to pro%ide any insurance o any 45! type that co%ers Tutor+s acti%ities! Tutor is not an employee o the Company but ac'nowledges that persons who claim in>ury caused by Tutor while pro%iding #er%ices to students may attempt to loo' to the Company or damages! Accordingly, Tutor agrees during the term o this Agreement that he or she will not use a motor %ehicle to tra%el to or rom tutoring sessions unless Tutor maintains at all times owned and non
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reports with the ;nternal /e%enue #er%ice and appropriate state and local agencies, which may include orm 49BB< M;#C and related state and local ilings! 48! No 2nfits+ Tutor is an independent contractor and neither it nor its employees or agents shall be eligible or or entitled to any o the Company+s pension, health or other ringe beneit plans, i any, or any other beneits that the Company may etend to its employees rom time
A! Tutor agrees that Tutor will not dri%e students, parents or guardians anywhere! ailure to comply with this policy may result in the immediate termination o this Agreement! &! Tutor agrees to dress appropriately or all tutoring sessions and to present a proessional appearance on behal o the Company! Tutor ac'nowledges that the ollowing items are not permitted under any circumstances3 Cut
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company or other entity which Tutor may wor' or or with or the purpose o oering tutoring ser%ices! ii! Tutor will not directly or indirectly accept a re$uest or tutoring or related ser%ices rom a person who is or has been a client o the Company during the Term o this Agreement or or a period o one (4) year ollowing the termination o the Agreement! iii! or purposes o this #ection A, Tutor agrees that these limitations shall apply to Tutor and to any person or entity which Tutor wor's or or with! &eore accepting tutoring wor' originating outside o this Agreement, Tutor shall in$uire whether the prospecti%e client is or has been a client o the Company during the abo%e periodsD &! Non4Solicitation of E#(lo$s an' Contractors+ Tutor agrees that during the term o this Agreement and or a period o one (4) year ollowing the termination o this Agreement or any reason, Tutor shall not, directly or indirectly hire, solicit, or encourage any employee, consultant, tutor or other contractor o the Company to lea%e the Company andor hire any such employee, consultant, or contractor who has let the Company+s employment or contractual engagement within one (4) year o such employment or engagement! C! Non4E.clusi!it$+ The Company and Tutor agree that, during and ater the term o this Agreement, Tutor may wor' with any person or entity and may compete with the Company in the oering o tutoring ser%ices sub>ect to the speciic restrictions set out in #ection 4@ and this #ection 4B! 69! Non4Dis(ara"#nt+ Tutor agrees that Tutor will not, during the term o this Agreement, ma'e any statement or ta'e or omit to ta'e any action, the eect o which is to critici?e or otherwise disparage in any way the Company or any o its management, employees, agents, other tutors, or clients! Tutor urther agrees that Tutor will not interere in any manner with the business o the Company or its management, employees or other tutors! R#'is an' In'#nification! ;n the e%ent o any breach o this Agreement by either party, the 64! parties shall be entitled to all remedies pro%ided at law or in e$uity! Additionally, certain o the Company+s rights set orth in this Agreement cannot reasonably or ade$uately be compensated by damages in an action at law and Tutor agrees that in such e%ent, the Company shall be entitled to in>uncti%e and other e$uitable relie in the e%ent o, or to pre%ent, a breach o any pro%ision o this Agreement by Tutor! Additionally, Tutor agrees to indemniy, deend, sa%e, and hold the Company, and its ailiates and employees, rom and against all liabilities, damages, >udgments, claims, costs and epenses or and including reasonable attorneys+ ees, as a result o or arising out o (a) any breach o any obligation, representation or warranty contained in this AgreementD (b) any employment or other taes that are or may be claimed owed rom Tutor and related to compensation paid to Tutor hereunderD (c) Tutor+s %iolation o any laws, ordinances, codes, regulations, or guidelinesD and (d) or Tutor+s acti%ities in connection with pro%iding #er%ices pursuant to this Agreement! Cost of Enforc#nt ! ;n the e%ent suit is brought or the enorcement o, or the declaration o 66! rights pursuant to this Agreement or as the result o any alleged breach o any restriction, co%enant or other pro%ision o this Agreement, the pre%ailing arty shall be entitled to reco%er its costs and epenses, including reasonable attorneys+ ees and costs, rom the losing arty, whether at the trial le%el, on appeal, or in ban'ruptcy proceedings, and any >udgment or decree rendered in such proceedings shall include an award thereo! The amount o attorneys+ ees and costs shall be set by the court and not a >ury! Sur!i!al! All o those pro%isions o this Agreement that re$uire perormance by either party 65! ollowing termination o Tutor+s engagement by the Company hereunder shall sur%i%e any termination o this Agreement! Succssors an' Assi"ns! All o the pro%isions o this Agreement shall be binding upon and inure 6=! to the beneit o the parties hereto and their respecti%e heirs, i any, successors, and assigns!
68! C*oic of La6! The laws o the #tate o Missouri shall go%ern the %alidity o this Agreement, the construction o its terms and the interpretation o the rights and duties o the parties hereto! Tutor and the Company agree that %enue or any dispute concerning this Agreement shall be in the superior court o the County o #t! Louis, #tate o Missouri! Assi"n#nt! Tutor ac'nowledges that this is a personal ser%ices contract and is not assignable by 6@! Tutor nor may Tutor delegate the perormance o any o his or her duties hereunder, as set orth in #ection @! Any attempt to assign this Agreement or delegate the perormance o any duties shall be null and %oid and shall Varsit$ Tutors% LLC In'(n'nt Contractor A"r#nt for Sr!ics
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immediately end the term o this Agreement! Notic! Any and all notices, demands, re$uests, elections or other communications re$uired or 6:! permitted to be gi%en by either arty to the other shall be in writing, or by electronic or acsimile transmission together with proo o same and shall be either personally deli%ered, electronically con%eyed or aed with proo o transmission o same or deposited in the Enited #tates mail, irst
67! Mo'ification or A#n'#nt! 0o amendment, change or modiication o this Agreement shall be %alid unless in writing signed by the parties hereto! Entir Un'rstan'in"! This document constitutes the entire understanding and agreement o the 6B! parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are o no urther orce and eect! S!ra-ilit$! #hould any one or more sections o this Agreement be ound to be in%alid, illegal, or 59! unenorceable in any respect, the %alidity, legality, and enorceability o the remaining sections contained herein shall not in any way be aected or impaired thereby! ;n addition, i any section hereo is ound to be partially enorceable, then it shall be enorced to that etent! A court with >urisdiction o%er the matters contained in this Agreement shall ha%e the authority to re%ise the language hereo to the etent necessary to ma'e any such section or co%enant o this Agreement enorceable to the ullest etent permitted by law! COMPANY8
TUTOR8
Varsit$ Tutors LLC, a Missouri limited liability company
FFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFF Tutor+s #ignature
&y3 Charles Cohn
Title3 Chie *ecuti%e 1icer
FFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFF Tutor+s rinted 0ame
ate o Agreement3 FFFFFFFFFFFFFFFFFFFFFFFFFF
Tutor /ate o ay3 G4B per hour
Tutor ermanent Address3
Tutor+s *
Company Address3
Varsity Tutors LLC ost 1ice &o B4B7 #t! Louis, M1 @544:
Any party hereto may change its address or purposes o this paragraph by written notice gi%en in the manner pro%ided abo%e!
Varsit$ Tutors% LLC In'(n'nt Contractor A"r#nt for Sr!ics
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Varsit$ Tutors% LLC In'(n'nt Contractor A"r#nt for Sr!ics
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