AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES

This Agreement for Independent Contractor Services (the “Agreement”) is entered into by and between Langhoff Solutions, Inc. (operating locally as Dragonfly Education) (the “Company”), and  (the “Independent Contractor”) on .

WHEREAS, the Company desires to retain Independent Contractor to perform services for the Company, as more particularly described herein;

WHEREAS, Independent Contractor is in the business of providing such services and has agreed to provide such services pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

1. Services to Be Performed. Independent Contractor agrees to provide academic tutoring in the area(s) of his/her expertise (the “Services”), which meet the standards of the Company, as follows:
   • The Company will assign clients to Independent Contractor, at its sole discretion. Independent Contractor shall have the right to refuse any assignment, with reasonable notice to the Company.  The Company shall have the right to remove any assignment from Independent Contractor at any time due to client request or breach of contract.
   • Independent Contractor will provide an initial criminal background check, and subsequent criminal background checks, on an annual basis, at the expense of Independent Contractor.
   • Independent Contractor will plan and implement an appropriate course of study for assigned clients.
   • Independent Contractor will schedule tutoring sessions directly with the clients, making best efforts to accommodate the schedule of the clients. The Company requests one month’s advance notice if Independent Contractor will be unavailable for any period longer than 1 week.
   • Independent Contractor will submit session reports that serve as proof that the sessions took place, indicate the completed portion of the contract, and are used to calculate the completed percentage of the customer contract for monthly payment amount to the independent contractor. Session reports are to be submitted within 48 hours of each client session.
   • Any change to the terms of the agreement between the Company, any client and the Independent Contractor must be agreed upon by all parties.  
   • The Independent Contractor agrees to use his/her best efforts in the performance of the Services.
2. Term of Agreement. This Agreement is effective from the Effective Date and shall continue indefinitely until ended by written notice from either party, with or without cause.  The Company requests that Independent Contractor give one month’s advance notice of any termination of this agreement, to allow the Company to find a suitable replacement for assigned students.
3. Independent Contractor Status. It is the express intention of the parties hereto that the Independent Contractor is and at all times during the term of this Agreement shall remain an independent contractor and not an employee, agent, joint venturer or partner of the Company for any purposes whatsoever.
   • Performance of Services. Independent Contractor shall have the right to control and determine the time, place, methods, manner and means of performing the Services.  In performing the Services, the amount of time devoted by Independent Contractor on any given day will be entirely within Independent Contractor’s control, and the Company will rely on Independent Contractor to put in the necessary number of hours as are necessary to fulfill the requirements of the Agreement.
   • Final Results. In the performance of the Services, Independent Contractor has the authority to control and direct the performance of the details of the Services, the Company being interested only in the results obtained.  However, the services contemplated herein must meet the clients standards and approval.
   • Non-Exclusivity. Independent Contractor retains the right to contract with other companies or individuals for tutoring services, subject to the limitations below.  Likewise, the Company retains a reciprocal right to contract with other companies and/or individuals without restriction.
   • Taxes – Form 1099. Since Independent Contractor is an independent contractor, all compensation under this Agreement shall be paid to Independent Contractor without the Company withholding any payroll taxes or deductions and shall be reported by the Company on Form 1099.
   • No Employment Benefits. Independent Contractor shall not be entitled to any employment benefits.  Independent Contractor shall be solely responsible for all state and federal income taxes, unemployment insurance, social security taxes and state disability insurance and for maintaining adequate workers’ compensation insurance coverage to the extent legally required.
4. Compensation. The Company shall pay Independent Contractor an agreed upon rate for each customer contract offered, accepted and assigned to the Independent Contractor.  The final rate is dependent on each assignment and agreed upon between Company and Independent Contractor prior to job acceptance and assignment.  All services provided must be properly documented for payment. Payment will be based on the portion of the contract that is completed each month to the satisfaction of the client.
5. Invoicing. This is a fee-for-service contract.  All completed and documented portions of the client contract will be paid to the Independent Contractor by the 10^th of the following month in which the service was completed.
6. Expenses. Unless otherwise explicitly agreed to, the Independent Contractor shall be responsible for all business expenses incurred by the Independent Contractor in connection with, or related to, the performance of the Services under this Agreement. 
7. No Direct Engagement / No Solicitation. Independent Contractor recognizes that the Company has expended significant effort and funds on recruiting clients for tutoring services.  Thus, during the Term of this Agreement, Independent Contractor agrees that he/she will not accept direct engagement or referrals from clients of the Company.  In addition, during the Term of this Agreement, Independent Contractor agrees that he/she will not, directly or indirectly, solicit or induce any client of the Company to terminate any agreement or relationship with the Company.  Any additional negotiation outside of the contract between the Company and the client is not the responsibility of the Company and is done at the risk of the Independent Contractor.
8. Confidential Information. During the term of this Agreement, Contractor will have access to certain confidential, proprietary, trade secret, business, financial and private information related to Company and its clients, including, but not limited to, current and prospective client lists and data, marketing strategies, training materials, and policy and procedural documents.  Contractor agrees not to disclose any of such confidential information, directly or indirectly, or use the same in any manner whatsoever, at any time, except as required in connection with Contractor’s performance under this Agreement.
9. No Authority to Bind. Independent Contractor shall have no power to obligate, commit or legally bind the Company in any manner whatsoever, and the Company shall have no liability to Independent Contractor or to others for any acts or omissions of Independent Contractor. 
10. Assumption of Risk / Indemnification. Independent Contractor understands that the Services will be provided primarily at the homes of clients, and Independent Contractor is aware of and hereby assumes all risk of injury or delay that may result from any condition or hazard, known or unknown, arising from the performance of this Agreement.  Independent Contractor shall defend, indemnify, and hold harmless the Company and its owners, employees, agents, and contractors from any and all claims, losses, liabilities, suits, or expenses arising from Contractor’s performance or default of this Agreement.
11. Warranties. Independent Contractor will assume sole responsibility for his/her compliance with applicable federal and state laws and regulations, and shall rely exclusively upon his/her own determination, or that of his/her legal advisers, that the performance of services and the receipt of fees hereunder comply with such laws and regulations.
12. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of Colorado.
13. Severability. In the event any provision of this Agreement shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which term or terms shall remain in full force and effect.
14. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Independent Contractor.
15. Counterparts.  This Agreement may be executed in two (2) signed counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument.
16. Complete Agreement. This Agreement contains the entire understanding between the parties and supersedes, replaces and takes precedence over any prior or contemporaneous understanding or oral or written agreement between the parties respecting the subject matter of this Agreement.  There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein.

This Agreement is executed on the date(s) set forth below:

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Document name: Tutor Contract

Unique Document ID: 84418e1b3a6b015c1ae673c71ebe329d8085f66c

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Timestamp	Audit
February 20, 2023 4:59 pm MST	Tutor Contract Uploaded by John Rogers - John@Dragonfly.Education IP 174.29.178.154

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