This Independent Contractor Agreement (“Agreement”) is entered into between the undersigned independent contractor (the “Tutor”) and Personal Professor University LLC (the “Company”).

WHEREAS, the Company is in the business of providing tutoring services to students. The Company, in the operation of its business, desires to subcontract such tutoring services incident to the operation of the Company’s business. The Tutor agrees to provide the services specified in this Agreement under the terms and for the rates as stated herein.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. Nature of Services

(a) The Company may introduce and refer Clients (as defined below) to the Tutor from time to time so that the Tutor may provide one-on-one tutoring instruction and/or group tutoring sessions for subjects as set forth within Schedule A hereto (the “Tutoring Services”). The Company shall not control or direct the time, manner, or means that the Tutor performs the Tutoring Services. The Tutoring Services shall be performed by the Tutor, and by no other person or entity, including any employee, agent, or independent contractor of the Tutor, without the Company’s express prior written consent.

(b) The Company does not guarantee the Tutor will receive any minimum number of introductions or referrals for purposes of providing the Tutoring Services contemplated by this Agreement. The Tutor should not rely on the Company as his/her sole source of income.

(c) The parties agree that this Agreement is nonexclusive and the Tutor is free to engage in and may simultaneously perform any employment or services on behalf of other individuals or tutoring providers; provided, however, that any such employment or services shall in no way interfere with the full and complete performance of any of the Tutoring Services or other obligations contemplated by this Agreement.

(d) The term “Client” as used in this Agreement is defined as: (i) all adults introduced to the Tutor by the Company for purposes of providing Tutoring Services (whether or not the Tutoring Services are actually provided); (ii) all minors introduced to the Tutor by the Company for purposes of providing Tutoring Services (whether or not Tutoring Services are actually provided); and (iii) the parents, grandparents and/or legal guardians who have engaged the Company to provide Tutoring Services or similar services on behalf any such minor children. For the avoidance of doubt, if the Company refers a minor child to the Tutor for Tutoring Services or similar services, the Client includes not only the minor child, but also that child’s parents, grandparents, and/or legal guardians.

2. Independent Contractor Relationship

(a) The Company engages Tutor, and Tutor hereby accepts such engagement, as an independent contractor in all Tutor’s activities pursuant to this Agreement. This Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Tutor and the Company for any purpose. The Tutor has no authority (and shall not hold himself/herself out as having authority) to bind the Company and the Tutor shall not make any agreements or representations on behalf of the Company without the Company’s prior written consent. Notwithstanding the foregoing, the Tutor is hereby authorized to schedule appointments and arrange for Tutoring Services to be provided to Clients on behalf of the Company. The Tutor agrees to notify the Company of any such appointments within twenty-four (24) hours of the Tutor scheduling such Tutoring Services or appointments.

(b) Tutor agrees he/she is solely responsible for transportation and all travel expenses incurred by Tutor in connection with the performance of the Tutoring Services, and in no event shall the Company reimburse Tutor for any such expenses. Tutor agrees that Tutor shall be solely responsible for acquiring all necessary tools, technology, equipment, and supplies necessary or desirable to perform the Tutoring Services.

(c) Tutor agrees he/she will not be eligible to participate in any vacation, group medical or life insurance, disability, profit-sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on Tutor’s behalf. Tutor shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

(d) Tutor agrees he/she will not create a video or audio recording of any of the Tutoring Services without first obtaining the express written consent of both the Company and the Client. If the Client is a minor under the age of 18, Tutor must first obtain the written consent of the Company and the minor’s parent or legal guardian prior to the creation of any audio or video recording. Tutor agrees to provide the Company with copies of all audio or video recordings made of Tutoring Sessions upon request.

3. Representations and Warranties

The Tutor represents and warrants to the Company that:

(a) The Tutor’s performance of the Tutoring Services will not conflict with or result in any breach or default under any other agreement to which the Tutor is subject;

(b) The Tutor has the required skill, experience, and qualifications to perform the Tutoring Services; the Tutor shall perform the Tutoring Services in a professional and workmanlike manner in accordance with generally recognized standards, and the Tutor shall devote sufficient resources to ensure that the Tutoring Services are performed in a timely and reliable manner;

(c) All information provided to the Company regarding the Tutor’s own experience, credentials, licenses, and educational background is accurate and complete. Upon the Company’s written request, the Tutor agrees to submit to a criminal background check in accordance with applicable law.

4. Location of Services

The Tutor will provide the Tutoring Services virtually online to persons within the United States and/or in person within the area(s) listed on Schedule A.

5. Payment for Services

The Company agrees to pay the Tutor at the rates set forth within Schedule A for all Tutoring Services actually rendered. The Company agrees to pay for the Tutor’s services on a semi-weekly basis – once every two weeks; provided, however, that the Company may change the frequency of compensation by giving the Tutor thirty (30) days’ written notice, provided however that the Company shall never pay Tutor on a cycle less than monthly. The Company reserves the right to deny payment for Tutoring Services performed in an incomplete or unworkmanlike manner. The Tutor acknowledges that he/she will receive an IRS Form 1099-NEC from the Company, and that the Tutor shall be solely responsible for payment and withholding of all federal, state, and local taxes.

6. Term and Termination of Agreement

This Agreement shall commence on the date set forth in Schedule A and will continue in full force and effect until terminated by either party. Either party may terminate this Agreement for any or no reason by giving the other party seven (7) days’ written notice of its intention to terminate the Agreement. If, in the Company’s sole judgment, the Tutor breaches any covenant of this Agreement, the Company shall have the right to terminate this Agreement immediately without waiving any right to pursue any other lawful remedy or course of action.

Upon termination of this Agreement for any reason, the Tutor agrees to promptly return all property belonging to the Company, including but not limited to any materials, equipment, or confidential information in the Tutor’s possession. The Tutor’s obligations under Sections 8 (Non-Compete/Non-Circumvention), 9 (Non-Solicitation of Clients), and 10 (Confidentiality Obligations) shall survive the termination of this Agreement.

7. Name, Image, and Likeness

Unless and until expressly revoked in writing by the Tutor, the Tutor specifically grants the Company the right and license to use the Tutor’s name, image, likeness, resume, and biographical information for any advertising, marketing, or public relations purposes. Tutor specifically agrees to permit this information to be posted publicly on the Company’s website(s) and social media accounts, which information may include the Tutor’s picture, first name, nickname, education, experience, expertise, and courses/subjects tutored.

8. Non-Compete/Non-Circumvention

(a) Tutor acknowledges that all Clients referred to the Tutor by the Company are exclusive clients of the Company. Tutor agrees that the Company exclusively handles all contracting, invoicing, billing, and collection of payments from the Clients and that Tutor should not inquire about or discuss any of the Company’s agreements, billing practices, or fee arrangements with any Client.

(b) The Tutor acknowledges and agrees that the rate payable to the Tutor identified on Schedule A is not the same rate charged to Clients for the Tutoring Services and that the Company may charge a higher rate or change or modify the rate charged to any Client at any time in its sole discretion and without consulting the Tutor.

(c) The Tutor agrees that, except for the Tutoring Services arranged by the Tutor or on behalf of the Company, he/she shall not directly or indirectly provide any Tutoring Services or any other similar tutoring or related services to any Clients during the term of this Agreement and for 365 days following any termination of this Agreement for any reason. Under no circumstances shall the Tutor receive or seek or attempt to seek or receive compensation directly from any Client during the term of this Agreement, including "tips," "bonuses" or additional payments for tutoring or the Tutoring Services provided hereunder.

9. Non-Solicitation of Clients

During the term of the Agreement and for a period of 365 days thereafter, the Tutor shall not directly or indirectly: (a) offer any tutoring or related services to any Client on behalf of any individual or entity other than the Company or (b) solicit any Clients to receive tutoring or related services from any individual or entity other than the Company.

The Tutor agrees that they shall not use any video content provided by the Company to solicit Clients or to provide any tutoring or educational services outside of the scope of this Agreement. The Tutor shall not share or use the private video content for any purpose other than for providing tutoring services under the direction of the Company.

10. Confidentiality Obligations

The Company possesses secret and confidential information and equipment, techniques, processes, procedures, technical data and information, and customer and client lists used or intended for utilization in its operations of which the Tutor has obtained or may obtain knowledge (collectively, “Confidential Information”). The Tutor agrees not to use Confidential Information for any purpose other than rendering Tutoring Services on behalf of the Company, or to disclose Confidential Information to any person. The Tutor acknowledges that the Company would suffer serious harm if Confidential Information were disclosed or if Tutor used this information to compete against the Company.

The Tutor agrees that any private video content shared by the Company, including but not limited to YouTube videos, is considered confidential and the intellectual property of the Company. The Tutor shall not share, distribute, or disclose any links, access details, or content to any third party without the prior written consent of the Company. Any unauthorized sharing of the private video content will be considered a breach of this Agreement and may result in legal action.

11. Injunctive Relief

The Tutor acknowledges that any material breach of the Tutor’s confidentiality, non-compete, non-circumvention, or non-solicitation obligations or the Tutor’s obligations to return Thrive Tutoring property to the Company as set forth in this Agreement, would result in irreparable injury to the Company and that in addition to other remedies, the Company shall be entitled to injunctive relief issued by any court of competent jurisdiction restraining any breach by the Tutor and those with whom he or she is in active concert, and other equitable relief to prevent any such actual, intended, or likely breach.

In addition to any other remedies available at law or in equity, the Tutor acknowledges that any breach of Sections 8, 9, or 10 will result in irreparable harm to the Company for which monetary damages may be insufficient, and therefore the Company shall be entitled to seek injunctive relief to restrain such breach, in addition to pursuing any other available remedies.

The Tutor acknowledges that any unauthorized sharing, reproduction, or misuse of the Company’s private video content will result in irreparable harm to the Company, and the Company shall be entitled to seek injunctive relief to prevent any further unauthorized use or disclosure of such content. This is in addition to any other legal or equitable remedies available to the Company.

12. Intellectual Property

Each party shall retain all rights to its intellectual property including, without limitation, to any and all materials used in the performance of the Tutoring Services. If the Tutor agrees to write curriculum or any other materials ("Creations") for the Company, the Tutor hereby agrees that such Creations and any intellectual property relating thereto shall be solely owned by the Company and that the Tutor shall have no ownership rights with respect thereto. In the event it is determined that any Creations are owned by the Tutor, the Tutor hereby grants the Company a perpetual royalty-free license to use such Creations.

Any materials, curriculum, or other intellectual property created by the Tutor in connection with their performance of the Tutoring Services shall be deemed “works made for hire” and shall be the exclusive property of the Company. If such materials are not deemed works made for hire, the Tutor agrees to assign all right, title, and interest in such materials to the Company.

The Tutor acknowledges that all video content shared via private YouTube links or any other platform by the Company remains the exclusive intellectual property of the Company. The Tutor shall not use, reproduce, or distribute this content for any purpose other than for tutoring services in accordance with this Agreement. Unauthorized use, reproduction, or distribution of this content is strictly prohibited and may result in termination of this Agreement and/or legal action.

13. Indemnification and Release

(a) The Tutor agrees to indemnify and hold harmless the Company and the Company’s agents and employees from any liability from and against any damages, claims, and expenses arising out of or resulting from work conducted by the Tutor and/or its agents or employees. The Tutor agrees to bear all risks and liability associated with performing the Tutoring Services contemplated by this Agreement, including but not limited to those resulting from the interaction between the Tutor and the Company’s Clients.

(b) The Company makes no representations to the Tutor about the suitability, character, or background of any Client or student. The Tutor agrees and acknowledges that the Clients and students referred to the Tutor by the Company are unfamiliar individuals whose backgrounds have not been checked by the Company, and that the Tutor retains the sole right and obligation to accept or reject any tutoring opportunity presented in his/her sole judgment and discretion. The Tutor further agrees to release and forever hold the Company harmless from any liability, whether direct, consequential, contingent, or otherwise, for any injury or harm occurring while the Tutor is performing any Tutoring Services contemplated by this Agreement.

The Company shall not be liable to the Tutor or any third party for any indirect, incidental, special, punitive, or consequential damages, including loss of income or profits, arising out of or related to this Agreement. The Tutor agrees that the Company’s total liability to the Tutor for any reason shall be limited to the amount of compensation paid by the Company to the Tutor during the 12-month period immediately preceding the event giving rise to the claim.

14. Applicable Law

This Agreement shall be governed by and constructed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

15. Entire Agreement

This is the entire Agreement between the parties and cannot be changed or modified orally. This Agreement may only be supplemented, amended, or revised by a writing which is signed by each of the parties.

16. Severability

If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

17. Headings

Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

18. Additional Acknowledgements

Both parties acknowledge and agree that each party has carefully read this Agreement and has asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them.

19. Mandatory Background Check

The Tutor acknowledges that, as a condition of this Agreement, they are required to undergo a background check prior to the commencement of any Tutoring Services. The background check will be conducted by a third-party provider chosen by the Company and may include, but is not limited to, a criminal history check, identity verification, and education verification.

The Tutor agrees to provide any necessary information and written consent required to perform the background check. The Company reserves the right to terminate this Agreement if the background check reveals any information that, in the Company’s sole discretion, makes the Tutor unsuitable for providing Tutoring Services.

The Tutor will not be eligible to begin providing Tutoring Services until the background check has been completed and approved by the Company.