Suprex Learning Tutor-Therapist Agreement

SUPREX LEARNING LLC- INDEPENDENT TUTOR AGREEMENT This Independent Tutor Agreement ("Agreement") is between Suprex Learning LLC ("Company"), and ("Tutor") signed below. In consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows: 1. ACCURACY OF BIOGRAPHICAL INFORMATION: Tutor warrants that all resumes, references, and other biographical information provided to the Company are accurate and complete. Tutor also allows Company to conduct a background investigation of Tutor at any time and for any reason. 2. INDEPENDENT TUTOR: The Company will utilize the Tutor, as needed by the Company, for the following purposes: Private academic tutoring/educational therapy. Tutor agrees not to accept or solicit (directly or indirectly) business from any past, present or future company client or member of client's family, and agrees not to use in any way the Company's present or future name, mark, website (currently "www.suprexlearning.com") or other identifying information for any purposes whatsoever (except on behalf of the Company), including but not limited to any sort of self-promotion or business not directly associated with the Company's business. Tutor will be representing Suprex Learning LLC in all tutoring sessions with client and cannot tutor the client indirectly or on his/her own terms during employment or after termination or withdrawal from Company. Tutor may however work for other tutoring companies, or tutor for private clients, so long as these clients have no affiliation with Suprex Learning LLC. 3. INDEPENDENT TUTOR (part II): This Agreement shall not render the Tutor an agent, employee, partner, or joint venturer with the Company for any purpose. The Tutor is and will remain an independent Tutor for all purposes in his or her relationship to the Company. The Company shall not be responsible for withholding any taxes with respect to the Tutor's compensation hereunder. The Tutor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. 4. INDEMNITY: Tutor agrees to indemnify, defend, and hold the Company and its successors, officers, directors, Tutors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys' fees) of third parties. 5. INCOME TAX DESIGNATION: In the event that the Internal Revenue Service or the State of Texas should determine that the Tutor is, according to I.R.S. or Texas guidelines, an employee subject to withholding and social security contributions, the Tutor shall acknowledge, as the Tutor acknowledges herein, that all payments to the Tutor are gross payments, and the Tutor is solely responsible for all income taxes and social security payments thereon. 6. DUTIES: The following duties shall be required of Tutor: -To check his/her company Email account on a regular basis, making sure to update his/her Teachworks calendar in a timely manner. -To travel to/from the tutoring location, arriving on time and fully prepared for each lesson. -To closely monitor student improvement and provide quality, ethical instruction to students at all times. -To stay in touch with the Director, making sure to return any phone or email messages promptly. -To continually provide Director with information to update his/her profile for Company website, and contribute to Company’s database of shared tutoring information whenever possible. 7. PAYMENT: Tutor will at no time collect payment directly from the student. All student payments will be made directly to Suprex Learning LLC via the accepted payment methods. Starting rates for Tutors is dependent upon the rate at which the student is billed. Under Independent Tutor guidelines, no employment taxes will be withheld. The Company shall review the Tutor’s performance at regular intervals during the term of this Agreement to determine any necessary adjustment to compensation. Tutor reserves the right to request a raise at any time. 8. PAYROLL AND TIMESHEETS: Tutor will be paid for services rendered on a bi-weekly basis via direct deposit. Tutor must record the hours they work via Teachworks. Timesheets must be submitted within 24 hours of completing tutoring sessions. 9. EXPENSES: We will reimburse tutors for any materials bought for the student's use. Tutor will not be reimbursed for any materials purchased for their own use unless approved by the Director. The Company shall not be obligated to reimburse the Tutor for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by email/SMS by the Company in advance. However, Tutors are encouraged to keep close track of any businesses-related expenses (such as books, car mileage or gas costs) for tax write-off purposes. It is recommended that you record your mileage in an Excel log. 10. TERMINATION: The Company may terminate the use of Tutor's services if his/her performance of official work duties is deemed to be ineffective, inappropriate or insufficient. The Tutor may also terminate working for the Company for any reason having supplied two weeks notice. 11. CONFIDENTIALITY AND OWNERSHIP- EDUCATIONAL THERAPY Tutor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, lists of current and prospective customers, marketing plans, and trade secrets of every kind and character. Tutor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company including Educational Therapy techniques, excepting materials prepared in whole by Tutor and whether or not disclosed to or entrusted to Tutor's custody. Tutor is allowed to self-train through practicing Educational Therapy methods with friends or family but may not help clients or any other person through monetary gain of the specific Educational Therapy methods taught to you. Tutor agrees that Tutor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company. To the extent any techniques, inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, or other materials prepared by Tutor in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company. To the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Tutor hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials. Tutor shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All online documents tangible materials created in whole by Tutor as part of its services under this Agreement shall be owned jointly by both the Company and the Tutor. Tutor may not call himself/herself a licensed or certified Educational Therapist unless he/she goes through the formal NILD program for licensure. Upon termination of Tutor’s services under this agreement, and for a period of two (2) years thereafter, Tutor will not in any way, directly or indirectly, on Tutor’s own behalf or on behalf of or in conjunction with any person, partnership, firm, or corporation solicit, entice, hire, employ, or endeavor to employ any of the Company's employees. Tutor, further for a period of two (2) years following the termination of Tutor’s services under this Agreement, will not divulge to others or use for Tutor’s own benefit any confidential information obtained during Tutor’s engagement relating to the Company's business and operations or its affiliates involving strategy, customer lists, lists of prospective customers, employee lists, number and location of representatives, new and existing programs and services, prices and terms, and any other proprietary information as may exist or be developed from time to time. 12. MODIFICATION: This Agreement may not be modified except by amendment reduced to writing and signed by both Company and Tutor. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof. 13. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the Tutor's duties will not affect the validity or scope of this Agreement. 14. DISPUTES: In the event of a dispute of any kind arising out of or related to this agreement, or the relationship between the parties, hereto, the parties agree that they will first attempt to resolve the dispute through a nonbinding mediation program. 15. FURTHER DOCUMENTS: If any other provisions or agreements are necessary to enforce the intent of this document, both parties agree to execute such provisions or agreements upon request. 16. TRAINING. Training is semi-formal as the teaching methods used by the Tutor are allowed (and even encouraged) to vary from those of the Training Instructors, so long as the methods used are ethical and effective. ____ Ajmal Saleem, DIRECTOR___________________________ [Typed or Printed Name of Company Representative]