Independent Contractor Agreement

1. Services and Scope of Work

1.1          Contractor is engaged by Company to perform consulting services on behalf of Company and/or Company's client as set forth in the applicable WO. The specific scope of services and deliverables (the "Services") will be as described in a WO executed by Company and Contractor. Contractor shall perform the Services in a professional and timely manner, in accordance with industry standards and the requirements of Company and/or the client. Contractor may not assign or subcontract any of the Services to be performed hereunder without Company’s prior written consent. Contractor will remain fully liable for the acts and omissions of its subcontractors as if performed by Contractor.

1.2 Company is entitled to perform Acceptance Testing of the Services including any and all deliverables. The term “Acceptance Testing” means testing performed by or on behalf of Company to determine whether the relevant Services comply with: (i) the specifications and requirements as further set forth in the applicable WO; and (ii) Company’s reasonable expectations. If Company reasonably determines that such Services comply with the foregoing or otherwise decides in its sole discretion to accept the Services, Company will notify Contractor of its acceptance of the Services (“Acceptance”). Payment by Company of any fees to Contractor or use of the Services by Company prior to Acceptance will not constitute Company’s Acceptance of such Services. If Company notifies Contractor that the relevant Services or any portion thereof fail to pass Acceptance Testing, Contractor will correct all deficiencies at its sole cost and expense within 10 days after receipt of Company’s notice of such failure, unless otherwise set forth on the applicable WO. After such corrections have been made, Company will retest the relevant Services. If the Services still fail Acceptance Testing, Company may, in its sole discretion: (i) grant Contractor additional time to correct the outstanding deficiencies; or (ii) without prejudice to any of Company’s other rights and remedies under this Agreement or at law or in equity, terminate the relevant WO or this Agreement.

2. Term of Agreement

The term of this Agreement (the "Term") shall commence on the Effective Date and continue in effect until terminated in accordance with this Agreement. The Services will commence on the date set forth in the applicable WO and continue thereafter as set forth in such WO, unless otherwise terminated earlier in accordance with the terms of such WO or this Agreement.

3. Compensation and Payment

In consideration for the Services performed hereunder, Company shall pay Contractor the fees as set forth in the applicable WO. Payment of such fees shall be contingent on (i) the parties executing a WO covering such Services, (ii) Company accepting the relevant Services; and (iii) Company receiving an invoice for the relevant fees. All such invoices or other appropriate documentation shall comply with all applicable laws, rules, regulations and orders of any governmental agency. Each valid and undisputed invoice will be due and payable within thirty (30) days after Company’s receipt of payment from its client. Any invoice submitted more than ninety (90) days following delivery of Services will be rejected. No taxes or withholdings shall be taken from payments; Contractor is responsible for all applicable taxes on amounts paid under this Agreement and will receive an IRS Form 1099 for tax reporting purposes. Except for any expenses that the Company has expressly agreed to reimburse, Contractor shall bear all of Contractor’s own business expenses in performing the Services (including office costs, equipment, internet, and ordinary travel expenses). Any extraordinary or travel expense must be pre-approved in writing by Company to qualify for reimbursement, in accordance with Company’s expense reimbursement policies.

4. Independent Contractor Relationship

Contractor’s relationship with Company is that of an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee relationship between Company and Contractor. Contractor has no authority to act as an agent of Company, and shall not represent to any third party that Contractor has any authority to bind or commit Company in any way. Contractor is not entitled to any of the benefits that Company may provide to its employees (such as health insurance, retirement plans, or paid vacations). Contractor is solely responsible for paying all income taxes, social security taxes, unemployment insurance, and other taxes or benefits for Contractor and Contractor’s employees, if any (in accordance with Section 3 above).

Contractor will use Contractor’s own tools, equipment, and resources to perform the Services, except for any specialized tools, accounts, or equipment that Company expressly provides for use on the project. Contractor shall determine the method, details, and means of performing the Services, and retains the right to control or direct the manner and means by which the work is accomplished. Subject to the restrictions in Section 7 (Non-Compete) of this Agreement, Contractor remains free to accept and perform work for other clients or companies during the Term, and Company retains the right to hire other contractors or employees to perform services similar to the Services or otherwise fulfill Company’s obligations. Nothing in this Agreement shall be interpreted as creating any exclusivity for Contractor’s services to Company beyond the terms of this Agreement.

5. Confidentiality and Non-Disclosure

5.1          Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" means any non-public or proprietary information disclosed by or on behalf of Company or Company’s client to Contractor in connection with the Services, whether disclosed orally, in writing, electronically, or by any other means. Confidential Information includes, without limitation, business plans, customer lists, client data, product information, financial data, trade secrets, processes, techniques, know-how, and any other information that a reasonable person would recognize as confidential or proprietary given the nature of the information or the circumstances of disclosure. Confidential Information also includes the terms of this Agreement and the fact of Contractor’s engagement. Confidential Information does not include information that Contractor can demonstrate (a) is or becomes publicly available through no wrongful act of Contractor, (b) was already known to Contractor prior to disclosure by Company or Client, free of any confidentiality obligation, (c) is independently developed by Contractor without use of or reference to any Confidential Information, or (d) is required to be disclosed by law or court order (in which case Contractor shall give prompt notice to Company and cooperate in any effort to obtain a protective order).

5.2          Nondisclosure Obligations: Contractor shall hold all Confidential Information in strict confidence and shall not, at any time during the Term or thereafter, disclose any Confidential Information to any third party except as expressly authorized by Company. Contractor agrees not to use Confidential Information for any purpose other than performing the Services for the benefit of Company and the Client. Contractor shall implement reasonable and appropriate security measures to protect the secrecy of Confidential Information and to prevent unauthorized access, use, or disclosure. Contractor may disclose Confidential Information to its own employees or agents only on a need-to-know basis and provided that such persons are bound by confidentiality obligations at least as strict as those contained in this Agreement. Contractor shall be responsible for any breach of confidentiality by its personnel.

5.3          Return or Destruction: Upon the expiration or termination of this Agreement, or upon Company’s request at any time, Contractor shall immediately cease using Confidential Information and return to Company all documents, files, and other materials (including all copies in any form or medium) containing, reflecting, or derived from Confidential Information. In lieu of returning physical or electronic materials, Company may direct Contractor to destroy such materials; in such case Contractor shall permanently delete or shred all Confidential Information and certify in writing to Company that Contractor has complied with such obligation. Contractor’s duty to protect Confidential Information shall survive termination of this Agreement and continue for so long as the information remains confidential (and, with respect to trade secrets, for so long as such information remains a trade secret under applicable law).

5.4          Systems Access: If Contractor is given access to any Company or client computer systems, networks, or email accounts in the course of performing the Services, Contractor shall use such access solely for the purpose of performing Services under this Agreement and shall not access or attempt to access any data or systems beyond what is necessary for that purpose. Contractor shall adhere to all Company and client security and usage policies when using such systems, and shall immediately notify Company of any unauthorized access, security breach, or misuse of Confidential Information.

6. Intellectual Property Rights

6.1          Work Product Ownership: Contractor agrees that all work product, deliverables, inventions, ideas, discoveries, designs, software, reports, know-how, or other materials (tangible or intangible) that are conceived, developed, reduced to practice, authored, or delivered by Contractor (either alone or jointly with others) in the course of performing the Services (collectively, "Work Product") are being created as "work made for hire" for the Company (and/or its client, as applicable). The Work Product shall be the sole and exclusive property of Company (or, at Company’s election, the client for whom the Work Product was prepared) immediately from creation. To the extent any Work Product may not by operation of law be a work made for hire or may not automatically vest ownership in Company (and/or its client, as applicable), Contractor hereby irrevocably assigns and transfers to Company (and/or to the client, as Company directs) all right, title, and interest in and to such Work Product, including all associated intellectual property rights (such as patent rights, copyrights, trademarks, and trade secrets). Contractor shall retain no rights in the Work Product, and Company (and/or its client, as applicable) will be the sole owner entitled to the exclusive use, reproduction, and commercialization of the Work Product in any manner. Contractor waives any and all claims to moral rights or rights of authorship in the Work Product.

6.2          Further Assurances: Contractor shall promptly disclose all Work Product to Company and perform all actions reasonably requested by Company (whether during or after the Term) to establish and confirm Company’s (and/or its client’s, as applicable) ownership of the Work Product, including executing assignments, affidavits, and other instruments. Contractor represents and warrants that any Work Product will be original to Contractor (or lawfully licensed for use) and will not infringe or misappropriate the intellectual property rights of any third party. If Contractor wishes to incorporate any pre-existing intellectual property owned by Contractor or a third party into any Work Product, Contractor must obtain Company’s prior written consent. All Work Product and intellectual property rights therein are the exclusive property of Company (and/or its client, as applicable), ensuring that Contractor cannot use, disclose, or sell such work for any purpose other than performing the Services for Company.

7. Non-Compete and Non-Solicitation

7.1          Non-Competition During Term: During the Term of this Agreement, Contractor shall devote Contractor’s best efforts to the performance of the Services for Company (and/or the client, as applicable), and shall not engage in any other business, activity, or employment that is directly competitive with the business of Company or that would conflict with Contractor’s obligations under this Agreement. In particular, Contractor shall not perform consulting services for any direct competitor of Company or of any client for whom Contractor is performing Services in the same or similar field, without the prior written consent of Company. This restriction is not intended to prevent Contractor from working for or with other clients or businesses that do not compete with Company’s business, subject to Contractor’s continuing compliance with the confidentiality and other obligations in this Agreement.

7.2          Non-Competition and Non-Solicitation After Term: For a period of twelve (12) months following the termination or expiration of this Agreement, Contractor agrees that Contractor will not, directly or indirectly, engage in any of the following actions without Company’s prior written consent: (a) Providing Similar Services to Company’s Clients – Contractor will not provide services that are the same as or similar to the Services to any person or entity that was a client or customer of Company (including any client) for whom Contractor performed Services or whose Confidential Information Contractor learned during the Term; (b) Competition – Contractor will not own, manage, operate, be employed by, or provide consulting services to any business that is in direct competition with Company in the business of assisting hospitals in reducing workloads and enhancing clinical and administrative operations through advanced technology solutions, including AI, automation, advanced analytics, and robotics within any geographic area in which Company operates; and (c) Soliciting Company Personnel – Contractor will not solicit, induce, or encourage any employee or independent contractor of Company to end their relationship with Company or to work for Contractor or any third party. Contractor acknowledges that the restrictions in this Section 7 are reasonable and necessary to protect the legitimate business interests of Company, including its goodwill and confidential information. These restrictive covenants shall be in addition to (and not in lieu of) any other restrictions in favor of Company, such as those protecting confidential information and intellectual property. Contractor agrees that the scope and duration of the restrictions in this Section are intended to be reasonable, and in the event a court finds any provision to be unenforceable as written, the Parties expressly desire that the court modify such provision to the minimum extent necessary to render it enforceable. Contractor’s obligations under this Section shall be extended by the length of any period during which Contractor is in breach of such obligations. The foregoing non-compete and non-solicitation clauses shall apply to Contractor only to the extent permitted by applicable law (and shall be void and unenforceable where prohibited). Contractor’s agreement to these reasonable restrictions is a material inducement for Company to enter into this Agreement.