INDEPENDENT CONTRACTOR RECRUITER AGREEMENT

This Independent Contractor Recruiter Agreement (“Agreement”) is entered into by and between Maverick Wellness Partners (“Company”) and the independent contractor who signs this Agreement below (“Contractor”).

By signing this Agreement, Contractor agrees to provide independent recruiting services to Company under the terms described below.

Purpose of Agreement

Company partners with healthcare organizations and related businesses to assist with candidate sourcing and recruiting. Contractor desires to provide independent recruiting services to Company on a 1099 independent contractor basis.

This Agreement explains the general terms, expectations, commission structure, confidentiality obligations, candidate submission rules, and compliance requirements that apply to Contractor’s work with Company.

Independent Contractor Relationship

Contractor understands and agrees that Contractor is not an employee of Company. Contractor is engaged as an independent contractor.

Contractor is not entitled to employee wages, hourly pay, salary, benefits, health insurance, paid time off, workers’ compensation coverage, unemployment benefits, retirement benefits, or any other employee benefits from Company.

Contractor is responsible for all federal, state, and local taxes related to any compensation received under this Agreement, including self-employment taxes. Company will not withhold taxes from Contractor’s commission payments unless legally required.

Contractor is responsible for providing Contractor’s own tools, equipment, internet access, phone, computer, workspace, and any other resources needed to perform recruiting services.

Contractor controls Contractor’s own schedule, work hours, work location, and amount of time dedicated to recruiting activity, subject to the terms of this Agreement.

Commission-Based Compensation

This role is 100% commission-based. There is no guaranteed hourly pay, salary, draw, stipend, minimum payment, or guaranteed number of placements.

Contractor may work as little or as much as Contractor chooses. However, compensation is earned only when all commission requirements are satisfied.

Commission Structure

Contractor may be eligible to receive a flat commission payment of $2,000 for each successful candidate placement.

A “successful candidate placement” means all of the following have occurred:

• The candidate was properly submitted by Contractor through Company’s approved submission process.
• The candidate gave Contractor permission to submit their information to Company for review.
• The candidate was not already known to Company, already submitted by another recruiter, already active in Company’s candidate pipeline, or already under consideration for the same opportunity unless Company approves the submission in writing.
• The candidate was hired for a role through Company.
• The candidate reported to work on their first scheduled day.
• Company confirms that the placement qualifies for commission payment under this Agreement.

Unless otherwise agreed in writing, commission payment will be made after Company confirms that all successful placement requirements have been met.

No Guaranteed Commission

Contractor understands that submitting a candidate does not guarantee payment.

No commission is earned unless the candidate is hired, reports to work on their first scheduled day, and the placement is confirmed by Company as eligible for commission.

Company is not required to pay commission for candidates who are rejected, withdraw, fail to complete the hiring process, decline an offer, fail to report to work, are already in Company’s pipeline, or are otherwise determined by Company to be ineligible.

Scope of Services

Contractor may provide recruiting services that include, but are not limited to:

• Identifying potential candidates for open roles provided by Company.
• Contacting and communicating with potential candidates.
• Pre-screening candidates for general interest, availability, location preferences, and basic qualifications.
• Obtaining candidate permission before submitting candidate information to Company.
• Submitting candidate information through Company’s approved process.
• Providing accurate candidate notes, resumes, credentials, contact information, and related information when available.
• Assisting with candidate communication when requested by Company.

Contractor may not make employment offers, guarantee interviews, guarantee placement, negotiate final employment terms, or represent that Contractor has authority to bind Company or any client unless Company provides written authorization.

Candidate Submission Requirements

All candidate submissions must be made through Company’s approved submission form, system, or process.

Each candidate submission should include accurate and complete information, including the candidate’s name, contact information, resume if available, role of interest, location preferences, relevant qualifications, and any notes requested by Company.

Contractor must obtain the candidate’s permission before submitting the candidate to Company.

Contractor may not submit a candidate without the candidate’s knowledge or consent.

Contractor may not submit false, misleading, outdated, incomplete, or altered candidate information.

Contractor may not claim credit for a candidate Contractor did not personally source, contact, or submit with permission.

Duplicate Candidate Submissions

If the same candidate is submitted by more than one recruiter or source, Company will determine which submission, if any, is eligible for commission.

Unless Company determines otherwise, commission eligibility will generally be awarded to the first complete and valid candidate submission received through Company’s approved process.

Company’s decision regarding duplicate submissions, candidate ownership, and commission eligibility will be final.

Candidate Ownership Period

A valid candidate submission may remain associated with Contractor for a period of 120 days from the date of submission, unless Company provides a different period in writing.

If the candidate is hired for an eligible role during that period and all commission requirements are satisfied, Contractor may be eligible for commission.

After the ownership period expires, Contractor is not entitled to commission for that candidate unless Company confirms continued eligibility in writing.

No Circumvention

Contractor agrees not to bypass Company by directly contacting, soliciting, negotiating with, or entering into business with Company’s clients, hiring partners, facilities, vendors, or business contacts for the purpose of avoiding Company’s involvement or commission structure.

Contractor also agrees not to redirect candidates submitted through Company to competing opportunities in a way that interferes with Company’s active client relationships, open searches, or business opportunities.

This section does not prevent Contractor from working independently with other companies or recruiting opportunities, provided Contractor does not misuse Company confidential information, candidate information, client information, or business relationships.

Non-Exclusive Relationship

This Agreement does not create an exclusive relationship.

Company may work with other recruiters, contractors, employees, agencies, sourcing partners, or recruiting vendors.

Contractor may provide services to other businesses, provided Contractor does not violate the confidentiality, no-circumvention, candidate ownership, or compliance obligations in this Agreement.

Professional Conduct

Contractor agrees to act professionally, honestly, and ethically when representing Company.

Contractor agrees not to:

• Misrepresent Company, any client, any job opportunity, compensation, benefits, schedule, location, requirements, or likelihood of hire.
• Pressure, harass, or mislead candidates.
• Use discriminatory, offensive, or inappropriate language.
• Represent themselves as an employee, officer, partner, or legal agent of Company.
• Make promises Company has not authorized.
• Post job advertisements using Company’s name, logo, branding, or client information without prior approval.
• Use spam, misleading messages, deceptive outreach, or improper recruiting practices.
• Contact candidates in a way that violates applicable law, platform rules, or professional standards.

Compliance With Laws

Contractor agrees to comply with all applicable federal, state, and local laws, rules, and regulations relating to recruiting, candidate communications, privacy, data handling, advertising, independent contractor services, and equal employment opportunity.

Contractor agrees not to discriminate against any candidate or applicant based on race, color, religion, sex, pregnancy, national origin, age, disability, genetic information, veteran status, sexual orientation, gender identity, or any other protected status under applicable law.

Contractor agrees to evaluate and communicate with candidates based on job-related qualifications, experience, licensure, credentials, availability, location, role requirements, and other lawful business criteria.

Confidential Information

During the course of working with Company, Contractor may receive or access confidential information, including but not limited to:

• Client names and contact information.
• Facility information.
• Open job details not publicly available.
• Candidate information.
• Compensation details.
• Business processes.
• Recruiting strategies.
• Internal documents.
• Commission structures.
• Contracts.
• Pricing information.
• Company systems, forms, templates, and materials.

Contractor agrees to keep all confidential information private and to use it only for approved recruiting services for Company.

Contractor may not disclose, copy, sell, publish, distribute, or misuse confidential information without Company’s written permission.

Candidate Information and Data Privacy

Contractor agrees to handle candidate information carefully and professionally.

Contractor may only collect and submit candidate information that is reasonably necessary for recruiting purposes.

Contractor must obtain candidate permission before sharing personal information with Company.

Contractor may not share candidate resumes, phone numbers, email addresses, credentials, or other personal information with unauthorized third parties.

Contractor must promptly notify Company if Contractor becomes aware of any unauthorized access, disclosure, loss, or misuse of candidate information.

Company Materials and Branding

Company may provide Contractor with job descriptions, forms, scripts, marketing language, candidate submission links, logos, or other materials.

All Company-provided materials remain the property of Company.

Contractor may only use Company materials for approved recruiting purposes.

Contractor may not modify, publish, distribute, or use Company branding in advertisements, social media posts, websites, emails, or job board postings without prior approval from Company.

Expenses

Contractor is responsible for all expenses incurred while performing recruiting services unless Company agrees in writing to reimburse a specific expense in advance.

Company is not responsible for Contractor’s phone bills, internet costs, software subscriptions, job board fees, advertising costs, travel costs, meals, office supplies, or other business expenses unless approved in writing.

Records and Documentation

Contractor agrees to maintain accurate records of candidate outreach, candidate permission, submission dates, communication notes, and related recruiting activity.

Company may request reasonable documentation to verify candidate submission, candidate permission, commission eligibility, or compliance with this Agreement.

Payment Information and Tax Forms

Before receiving any commission payment, Contractor must provide Company with any required payment information and tax documentation, including a completed Form W-9 if applicable.

Company may issue a Form 1099-NEC or other applicable tax form for payments made to Contractor as required by law.

Termination

Either Company or Contractor may terminate this Agreement at any time, with or without cause, by providing written notice.

Upon termination, Contractor must stop using Company materials, confidential information, candidate submission links, client information, and branding.

Termination does not eliminate obligations that should reasonably continue, including confidentiality, no circumvention, candidate data protection, payment eligibility review, and compliance obligations.

Commission Eligibility After Termination

If Contractor submitted a valid candidate before termination, and that candidate later becomes a successful candidate placement within the applicable candidate ownership period, Contractor may remain eligible for commission if all requirements of this Agreement are satisfied.

Company does not owe commission for candidates submitted after termination or for candidates who do not meet the successful placement requirements.

Indemnification

Contractor agrees to indemnify and hold harmless Company from claims, losses, damages, penalties, liabilities, costs, and expenses arising out of Contractor’s:

• Breach of this Agreement.
• Misrepresentation to candidates or third parties.
• Unauthorized use or disclosure of confidential information.
• Violation of law.
• Discriminatory, deceptive, or improper recruiting practices.
• Failure to obtain candidate permission.
• Misuse of candidate information.
• Unauthorized promises, offers, or commitments.

Limitation of Authority

Contractor has no authority to enter into contracts, make employment offers, bind Company, bind any client, negotiate final employment terms, or make legal, financial, or business commitments on behalf of Company.

Contractor must make clear when necessary that final hiring decisions are made by the hiring organization or Company’s client, not by Contractor.

Dispute Resolution

The parties agree to first attempt to resolve any dispute informally and in good faith.

If the parties cannot resolve the dispute informally, any legal action or proceeding will be handled according to the governing law and venue provisions of this Agreement.

Governing Law

This Agreement will be governed by the laws of the state where Company is legally organized or primarily conducts business, unless another jurisdiction is required by law or specified in writing by Company.

Entire Agreement

This Agreement represents the entire understanding between Company and Contractor regarding independent contractor recruiting services.

This Agreement replaces any prior verbal or written discussions, understandings, or agreements related to the subject matter of this Agreement.

Any changes to this Agreement must be made in writing and approved by Company.

Severability

If any part of this Agreement is found to be invalid or unenforceable, the remaining sections will remain in effect.

Acknowledgment

By signing below, Contractor acknowledges that Contractor has read this Agreement, understands its terms, and has had the opportunity to ask questions or seek independent legal advice before signing.

Contractor understands that this is a 1099 independent contractor role, that compensation is 100% commission-based, and that no commission is earned unless all successful placement requirements are met.