I SPEAK EVERYTHING — INSTRUCTOR SERVICES AGREEMENT
This Instructor Services Agreement ("Agreement") is entered into between I Speak Everything ("Company") and the undersigned instructor ("Instructor") as of the date of electronic signature below.
1. ENGAGEMENT. Company engages Instructor as an independent contractor to provide one-on-one and group online language instruction (English and/or Spanish) to Company's students via Company's scheduling and delivery platforms (including Calendly, Zoom/Google Meet, and the I Speak Everything AI learning tools). Instructor is not an employee, agent, partner, or joint venturer of Company.
2. INDEPENDENT CONTRACTOR STATUS. Instructor acknowledges that (a) they are responsible for their own taxes, insurance, and benefits; (b) Company will not withhold taxes; (c) Instructor will receive a 1099 (US) or equivalent form annually if payment thresholds are met; and (d) Instructor is free to provide services to other clients provided it does not interfere with duties owed to Company.
3. SCOPE OF SERVICES. Instructor agrees to:
(a) Deliver scheduled lessons on time and in full;
(b) Follow the I Speak Everything curriculum and teaching standards;
(c) Maintain a professional and encouraging learning environment;
(d) Keep notes in the internal instructor journal after each session;
(e) Review AI-generated student progress reports between sessions;
(f) Respond to Company communications within 24 hours on business days;
(g) Provide at least 48 hours' notice for any scheduling changes when possible.
4. COMPENSATION. Instructor will be paid on a per-session basis at rates agreed in writing with Company, paid monthly via the payment method indicated above. Company reserves the right to adjust session rates with 30 days' written notice. Instructor is not entitled to compensation for missed sessions where the student provided proper cancellation notice.
5. NON-DISCLOSURE AGREEMENT (NDA). Instructor acknowledges that during the course of performing services, Instructor will have access to and become acquainted with Confidential Information belonging to Company. "Confidential Information" means any and all non-public information disclosed by Company to Instructor, whether orally, in writing, electronically, or through observation, including but not limited to: (a) student personal information, contact details, payment information, learning records, AI-generated assessments, progress reports, and session notes; (b) Company's proprietary curriculum, lesson plans, teaching methodologies, branded PDFs, flashcards, and all training materials; (c) business operations, pricing, financial information, customer lists, marketing strategies, and vendor relationships; (d) technology, software, databases, AI models, algorithms, and the I Speak Everything platform architecture; (e) internal journal entries, staff communications, and administrative data; and (f) any information marked or reasonably understood as confidential.
Instructor agrees: (i) to hold all Confidential Information in strictest confidence; (ii) not to disclose Confidential Information to any third party without Company's prior written consent; (iii) not to use Confidential Information for any purpose other than performing services under this Agreement; (iv) to take reasonable precautions to safeguard Confidential Information, including securing devices, not sharing passwords, and deleting materials upon termination; (v) to immediately notify Company of any actual or suspected unauthorized disclosure or breach; and (vi) that the obligations of this Section shall survive termination of this Agreement indefinitely, except for information that becomes publicly known through no fault of Instructor. Breach of this Section may result in immediate termination and legal action, including injunctive relief and damages.
6. STUDENT DATA & FERPA-LIKE PROTECTIONS. Instructor will treat all student information as strictly confidential and will not disclose, sell, or use such information for any purpose other than fulfilling this Agreement. Instructor will not contact students outside of Company's platforms and will not solicit students for private lessons outside of I Speak Everything, either during the term of this Agreement or for twelve (12) months thereafter.
7. INTELLECTUAL PROPERTY. All curriculum, teaching materials, branded PDFs, lesson plans, and improvements or derivative works created by Instructor in the course of providing services to Company shall be the sole and exclusive property of Company. Instructor hereby assigns all rights, title, and interest in such works to Company.
8. NON-SOLICITATION. During the term of this Agreement and for twelve (12) months thereafter, Instructor shall not (a) solicit students of Company for personal gain or on behalf of another language-learning service, or (b) solicit other I Speak Everything instructors to leave the Company.
9. NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following termination (regardless of the reason for termination), Instructor agrees not to, directly or indirectly, within any geographic market in which Company operates online (which both parties acknowledge is global due to the online nature of the business):
(a) own, manage, operate, consult with, work for, or have any financial interest in any business that provides online one-on-one or group language instruction in English or Spanish that directly competes with I Speak Everything;
(b) solicit, recruit, or accept as a client any current or former student of Company with whom Instructor had contact during the term of this Agreement;
(c) use any Confidential Information or proprietary materials of Company to compete with Company in any form;
(d) develop, market, or sell competing curriculum, teaching materials, or AI-assisted language learning tools using knowledge or materials derived from Company.
This non-compete does not prevent Instructor from (i) teaching languages other than English or Spanish, (ii) teaching in-person at brick-and-mortar schools that do not primarily serve an online audience, or (iii) engaging in unrelated employment or business activities.
Instructor acknowledges that this restriction is reasonable in scope, duration, and geography given the confidential information and student relationships entrusted to Instructor, and is necessary to protect Company's legitimate business interests. If any court finds any portion of this Section unenforceable, the parties agree the court shall modify the restriction to the maximum extent permitted by law rather than voiding it entirely.
INSTRUCTOR ACKNOWLEDGES: Instructor has been advised that certain jurisdictions (including California for employees) may limit the enforceability of non-compete clauses. Instructor enters into this restriction as an independent contractor and with full understanding of its scope.
10. PROFESSIONAL CONDUCT. Instructor will at all times maintain the highest standards of professional, ethical, and respectful conduct. Any form of harassment, discrimination, inappropriate contact with students (particularly minors), or breach of student trust will result in immediate termination of this Agreement.
11. BACKGROUND CHECK. Instructor consents to a background check at Company's discretion, particularly for instructors teaching minors. Engagement is contingent upon a satisfactory background check where applicable.
12. TERMINATION. Either party may terminate this Agreement at any time, with or without cause, upon seven (7) days' written notice (including by email). Sections 5, 6, 7, and 8 shall survive termination.
13. INDEMNIFICATION. Instructor agrees to indemnify and hold Company harmless from any claims arising from Instructor's negligence, misconduct, or breach of this Agreement.
14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws principles. Any disputes shall be resolved through binding arbitration in Los Angeles County, California.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Modifications must be in writing and signed by both parties.
16. ELECTRONIC SIGNATURE. Instructor agrees that electronic signature of this Agreement is legally binding and equivalent to a handwritten signature under the U.S. E-SIGN Act and UETA.