This INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made as of Month

("Contractor").

RECITALS
WHEREAS, Toby Center provides supervised visitation and family court support services in Florida, Connecticut, and surrounding regions; and

WHEREAS, Contractor possesses specialized expertise in supervised visitation, parental alienation, psychological abuse assessment, and family court advocacy; and

WHEREAS, Toby Center desires to engage Contractor on an independent contractor basis to provide supervised visitation services and regional management functions;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (Toby Center and Contractor referred to individually as "party" and collectively as "parties"), agree as follows:

1. ENGAGEMENT
Upon the terms and conditions contained in this Agreement, Toby Center engages Contractor as an independent contractor, and Contractor accepts such engagement and agrees to provide supervised visitation services, therapeutic and clinical services, regional management functions, report writing, and related family court support services, as further outlined in EXHIBIT A (the "Services"). Contractor shall be personally responsible for the performance of all of the services hereunder and Contractor shall perform Contractor's duties to the best of Contractor's skills and abilities As part of the operational obligations of the Services, Contractor shall generate and submit all required case documentation—specifically individual Field Reports (due within twenty four (24) hours of session completion) and cumulative Weekly Activity Reports (WAR)—directly to the Toby Center Chief Financial Officer (CFO) and Toby Center's designated secure data repository. Complete and timely delivery of Field Reports and WARs is a required condition precedent to invoice processing and payment remittance under Section 2. These are to be completed online.

2. COMPENSATION
Toby Center shall compensate Contractor at the rates set forth in EXHIBIT B for each category of service. Contractor shall submit invoices to Toby Center on a bi-weekly basis detailing hours worked, case identifiers, and services rendered. Toby Center shall remit payment within thirty (30) days of receipt of a complete invoice and proof of work completion (the work product) including Field Reports and Weekly Activity Report (WAR). Contractor shall be responsible for all ordinary business expenses unless Toby Center approves in advance and in writing to reimburse specific expenses prior to their incurrence. Contractor shall be solely responsible for all federal, state, and local taxes on compensation received under this Agreement, including self-employment taxes.

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Toby Center shall issue Form 1099-NEC annually if compensation meets applicable IRS thresholds. No federal, state, or FICA taxes shall be withheld from payments to Contractor.

Contractor is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of Toby Center. Nothing in this Agreement shall be construed to create an employer-employee relationship between the parties. Contractor shall have the right to control and direct the means, methods, and manner of performing the services described herein, subject only to the outcome standards and professional guidelines required by applicable law, court orders, and accrediting bodies. Contractor shall not be entitled to any employee benefits, including but not limited to: health insurance, paid leave, retirement benefits, workers' compensation coverage as an employee, or unemployment insurance. Contractor represents that Contractor maintains an independent business and may perform services for other clients during the term of this Agreement, provided such work does not constitute a conflict of interest with Toby Center's cases or clients. Without limiting the generality of the foregoing, neither Toby Center nor Contractor shall have the power to bind the other, contractually or otherwise, unless agreed otherwise. Contractor shall be entitled only to the compensation set forth in this Agreement and not to any so-called "fringe benefits." Contractor represents and warrants that Contractor shall be solely responsible for any employees of or personnel engaged by Contractor to render any services for Contractor pursuant to this Agreement and that Contractor shall maintain all required employee-related insurance and make all required tax withholdings and filings. Contractor shall be solely responsible for, and shall indemnify Toby Center and its officers, directors, employees and agents against, all liabilities for any and all federal, state, and local taxes, withholdings, FICA, FUTA, worker's compensation, and/or other payments due in respect of the compensation paid to Contractor by Toby Center and paid by Contractor to its employees.

Toby Center may assign its rights and obligations under this Agreement to any person, firm, or entity. Contractor may not assign or delegate any of Contractor's rights or any of Contractor's obligations under this Agreement.

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Contractor represents and warrants that Contractor is not subject to any contract or duty that would be breached by Contractor's entering into or performing Contractor's obligations under this Agreement or that is otherwise inconsistent with this Agreement. In addition, Contractor represents and warrants that Contractor will not enter into any agreements that would preclude Contractor from fully complying with the provisions of this Agreement, including any restrictive covenant agreement, and further certifies that Contractor will not enter into such conflicting agreement during the Term. Contractor will advise Toby Center at such time as any activity of either Toby Center or another business presents Contractor with a conflict of interest or the appearance of a conflict of interest. Contractor will take whatever reasonable action is requested by Toby Center to resolve any conflict or appearance of conflict which it finds to exist.

Neither party shall at any time during or after the Term make or cause to be made any derogatory, discrediting, or disparaging comments regarding the other party, and in the case of Toby Center, its directors, officers, or employees. Notwithstanding the foregoing, nothing in this Section shall prohibit either party from (a) making truthful statements in any legal, administrative, or regulatory proceeding, (b) complying with mandatory reporting obligations under applicable law, or (c) communicating with any government agency.

Contractor represents and warrants to Toby Center that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to making the foregoing assignments to Toby Center; that in performing under the Agreement; (b) Contractor will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of Contractor, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. Contractor shall perform the services hereunder in a professional manner and in strict compliance with applicable laws, rules and regulations. Contractor shall at all times adhere to the safety, ethical, and client-facing protocols of Toby Center applicable to the Services, as may be made available to Contractor from time to time (the "Procedures").

Contractor agrees to defend, indemnify, and hold harmless Toby Center, its officers, agents, employees and/or affiliates for any charges, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any action and/or claim arising out of the breach of any representation or warranty made herein, any breach of this Agreement by Contractor, or otherwise arising from Contractor's performance of the services hereunder, including any third-party claim for bodily injury, death, sexual abuse or molestation, or negligent supervision arising from or relating to Contractor's Services. Contractor shall defend any such claim with counsel reasonably acceptable to Toby Center. This indemnification obligation shall survive the expiration or termination of this Agreement.

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Contractor acknowledges that in the course of providing services, Contractor will have access to highly sensitive information regarding families, children, court proceedings, and case histories. Contractor agrees to maintain strict confidentiality of all such information, as well as the terms of all confidential information acquired, obtained or developed by the Contractor in connection with the Services, information relating to any clients, families, case referral sources, court liaisons, service recipients, operational reports, program development plans, employees, vendors, technology agreements between Toby Center and third parties, budgets and other financial information, personal information regarding any person, firm, or entity with whom Toby Center contracts, and all other confidential information relating to Toby Center and operations of Toby Center (collectively referred to in this Agreement as "Confidential Information"). Contractor acknowledges that all of the Confidential Information is solely the property of Toby Center and constitutes trade secrets and Confidential Information. Upon the expiration of the Term or earlier termination of this Agreement, the Contractor acknowledges that the Contractor's knowledge of Confidential Information shall enable the Contractor to compete with Toby Center in a manner likely to cause irrevocable harm upon the use or disclosure of such Confidential Information. The Contractor hereby irrevocably represents, warrants, and covenants that commencing on the date of the this Agreement, the Contractor shall not disclose, directly or indirectly, any of Toby Center's Confidential Information (including, but not limited to any of the foregoing items set forth above and Toby Center's plans, models, supply sources, writings, methods, know-how, techniques, trade practices, opportunities for new business, financial and business methods and activities, financial records, trade secrets, business techniques or processes, etc.) to any person, firm, or entity or utilize such information for personal use. The Contractor acknowledges that in the event of such a breach by the Contractor of any of the provisions of this Section regarding Confidential Information, will result in injury to Toby Center that cannot be remedied by damages alone, and that, accordingly, Toby Center shall be entitled to obtain equitable relief (including without limitation injunctive relief) to prevent or restrain a breach of the provisions of this Section. The awarding of such equitable relief shall be subject to the discretion of a court of competent jurisdiction. The foregoing shall not restrict or limit the right of Toby Center to obtain damages or other monetary relief for a breach by the Contractor of the provisions of this Section or any other provision of this Agreement. Contractor shall not disclose any client information, case details, or proprietary information of Toby Center to any third party without prior written consent, except as required by applicable law, mandatory reporting obligations, or court order. For the avoidance of doubt, these confidentiality obligations shall survive the termination of this Agreement indefinitely.

In addition, Contractor shall implement and maintain reasonable administrative, technical, and physical safeguards (including secure storage, access controls, and encryption where appropriate) to protect all Confidential Information, including records of minors and family-court information. Contractor shall not use or disclose any identifiable client, child, or family information for any secondary purpose, including research, marketing, or training materials. Contractor shall notify Toby Center immediately upon discovery of any actual or suspected unauthorized access to or disclosure of Confidential Information and shall cooperate with any notifications required under the Florida Information Protection Act (Section 501.171, Florida Statutes) and Section 36a-701b of the Connecticut General Statutes. Upon termination, Contractor shall return and, at Toby Center's direction, securely destroy all Confidential Information and certify such destruction in writing, except to the limited extent retention is required by law and only under continued confidentiality and security obligations.

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If a dispute arises out of or relates to this agreement described herein, if after due notice to the other party and thirty (30) days to cure, and if the dispute cannot be settled through direct discussions, the parties agree first to endeavor to settle the dispute in an amicable manner by mediation to be held in Palm Beach County, Florida. The parties shall mutually agree to a single mediator. After thirty days from the first mediation date, or if the parties are unable to agree to a mediator after thirty days, any unresolved controversy or claim arising from or relating to this Agreement or the obligations of the parties hereunder shall be settled by arbitration administered by the American Arbitration Association. Any such dispute resolution process shall take place in Palm Beach County, Florida. The arbitration shall be concluded as soon as reasonably possible, and the arbitrator shall make a written determination of the dispute within fifteen (15) days of the completion of the arbitration hearing. The prevailing party in any such arbitration shall be awarded reasonable attorneys' fees, expert and non-expert witness costs and expenses, and other costs and expenses incurred in connection with such arbitration, unless the arbitrator, for good cause, determines otherwise. Costs and fees of the arbitrator shall be borne by the non-prevailing party, unless the arbitrator determines otherwise. The arbitrator's adjudication shall be final and fully binding upon the parties and enforceable in any court having jurisdiction thereof.

Contractor shall perform all services in compliance with: applicable Florida statutes and regulations governing supervised visitation, including Chapter 753, Florida Statutes, and the Minimum Standards for Supervised Visitation Programs adopted by the Supreme Court of Florida; applicable Connecticut and Massachusetts statutes, as applicable, and regulations governing supervised visitation; applicable court orders in each case; professional ethical standards applicable to Contractor's credentials; and Toby Center's written policies and protocols, as provided to Contractor. Contractor shall maintain all professional licenses, certifications, and credentials required to perform the contracted services throughout the term of this Agreement and annually submit to The Toby Center a current copy of the active license or otherwise inform The Toby Center of any changes in licensure. Contractor represents and warrants that Contractor has not been convicted of any crime that would disqualify Contractor from performing supervised visitation services. As a condition precedent to performing any Services, and periodically thereafter as required by Toby Center or applicable law, Contractor shall submit to and pass background screening, including Level 2 background screening as defined in Chapter 435, Florida Statutes (including state and national fingerprint-based criminal history checks and screening through the Care Provider Background Screening Clearinghouse), and checks of the applicable sex offender registries. Contractor shall immediately disclose to Toby Center any arrest, charge, conviction, or registry listing arising during the Term and authorizes Toby Center to conduct re-screening at any time. Contractor shall comply with all mandatory reporting requirements under applicable law, including but not limited to the mandatory reporting of suspected child abuse or neglect under Section 39.201, Florida Statutes, and Section 17a-101 et seq. of the Connecticut General Statutes.

The parties acknowledge that Toby Center is not a covered entity under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA")¹, and that this Agreement does not create a business associate relationship between the parties. To the extent any Contractor is clinically licensed and, in connection with the Services or such

¹ Please confirm Toby Center is not a covered entity.

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Contractor's own practice, creates, receives, maintains, or transmits protected health information subject to HIPAA, such Contractor shall be solely responsible for complying with all applicable HIPAA Privacy and Security Rule requirements and all other applicable state and federal laws governing medical and mental health record keeping, including documentation, storage, and file sharing. Contractor shall indemnify and hold Toby Center harmless for any failure by Contractor to comply with such requirements with respect to records maintained by Contractor. Regardless of whether HIPAA applies, Contractor shall protect all client records and information in accordance with Section 10 (Confidentiality) of this Agreement and all applicable confidentiality, child-welfare, and data-protection laws and court orders. Each clinically licensed Contractor shall participate in HIPAA training no less frequently than annually and shall notify Toby Center upon completion.

Contractor acknowledges and agrees that: (a) Contractor is not covered by Toby Center's workers' compensation policy and assumes sole responsibility for Contractor's own workplace injuries or accidents; (b) Contractor is encouraged, but not required, to obtain and maintain appropriate insurance coverage at Contractor's own expense, which may include professional liability, commercial general liability, and other coverage Contractor deems appropriate; and (c) Contractor's decision not to maintain such insurance does not limit or affect Contractor's indemnification obligations under Section 9 of this Agreement or any other obligations under this Agreement.

All written reports, documentation, case records, notes, recordings, transcripts, and other Work Product prepared by Contractor in connection with Toby Center client cases shall be the sole property of Toby Center as set forth in Section 16 and shall be delivered to Toby Center upon completion or termination. Contractor retains all rights to Contractor's pre-existing intellectual property, professional methods, training materials, and expertise developed independently of, and not in connection with, this engagement, provided that such retained materials do not include any client, family, child, or case-specific information.

Contractor agrees that all work product created, conceived, developed, or delivered by Contractor under or in connection with this Agreement, including but not limited to notes, outlines, recordings, transcripts, writings, and any other materials produced by Contractor during the Term and pursuant to this Agreement (collectively, "Work Product"), shall be considered a "work made for hire" for Toby Center within the meaning of the United States Copyright Act, 17 U.S.C. 101, and Toby Center shall be deemed the sole author and owner of all right, title, and interest therein, including all copyrights and other intellectual property rights, throughout the world in perpetuity. To the extent any Work Product does not qualify as a work made for hire under applicable law, Contractor hereby irrevocably assigns to Toby Center, for no additional consideration, all right, title, and interest in and to such Work Product, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights therein. Contractor further waives any and all moral rights, rights of attribution, and rights of integrity in the Work Product to the fullest extent permitted by applicable law. Contractor grants Toby Center the right, but not the obligation, to use and to license others the right to use Contractor's, and Contractor's employees, name, voice, signature, photograph, likeness, and biographical information in connection with and related to the Services. Contractor shall, at Toby Center's reasonable request and expense, execute any

additional documents and take any further actions necessary to confirm or perfect the Toby Center's ownership of the Work Product. Toby Center shall own one hundred percent (100%) of all Work Product, free and clear of any claims by Contractor. The content, style, form, and format of any work product of the Services shall be completely satisfactory to Toby Center and shall be consistent with Toby Center's standards.

Contractor may not hold themselves out to the same entities, personal, business, agency, or corporation in direct competition with and in order to place themselves in competition with Toby Center.

The parties acknowledge that this restriction is reasonably necessary to protect Toby Center's legitimate business interests, including its Confidential Information, substantial client and court-referral relationships, and goodwill. During the Term of this Agreement, Contractor shall not provide, or hold Contractor out as a provider of, the same services as those provided by Toby Center within the public and marketplaces served by Toby Center. Following termination of this Agreement, Contractor shall not provide such services for a period of twenty-four (24) months within any county in Florida or Connecticut in which Toby Center has provided services during the twelve (12) months preceding termination. This Section shall be enforced to the fullest extent permitted by Section 542.335, Florida Statutes, and applicable Connecticut law, and if any court finds the restriction overbroad, it shall be modified to the maximum enforceable scope.

(a) This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements relating thereto.
(b) This Agreement may only be amended by a written instrument signed by both parties.
(c) This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles.
(d) Any dispute arising under this Agreement shall be resolved in accordance with Section 11 (Dispute Resolution) of this Agreement.
(e) If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
(f) All notices required under this Agreement shall be in writing and delivered by email with confirmation, or by certified mail, return receipt requested, to the addresses set forth on the signature page or as otherwise designated in writing by either party.
(g) This Agreement may be executed in any number of counterparts, each of which, when executed by both parties to this Agreement, shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument. This Agreement may be executed by facsimile or electronic signature, each of which shall have the same force and effect as an original signature. Headings in this Agreement are included only for convenience and do not form part of, and shall not be used in the construction of, this Agreement. This Agreement shall bind and inure to the benefit of the parties and their respective legal representatives, successors, and permitted assigns. This Agreement is not intended to inure to the benefit of any third-party beneficiaries.

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Contractor agrees to provide the following services on an as-needed, case-by-case basis:

• Supervised visitation and therapeutic visitation monitoring and documentation in accordance with applicable legal practice standards and applicable court orders
• Preparation of field reports, incident documentation, and case notes
• Regional management functions including coordination of cases, oversight of service delivery, and liaison with court-referred parties
• Consultation and professional guidance on parental alienation and psychological abuse dynamics as they relate to supervised cases
• Training Presenter/Facilitator for webinar and live presentation as mutually agreed
• Such additional services as mutually agreed upon in writing by both parties

Services shall be performed at locations designated by the referred court order or as otherwise mutually agreed. Contractor is not required to perform services at any fixed location on a regular schedule.

Contractor shall determine the schedule for performing services in coordination with the parties to each case, subject to the requirements of applicable court orders.

EXHIBIT B - RATE OF PAYMENT

Service Category	Rate Per Hour	Notes
Supervised Visitation Monitor	$ 18 to 25	Per session hour as agreed
Therapeutic Visitation Monitor and Family Therapy	$ 65 for licensed therapist $ 45 for registered intern	Per hour billed
Child Reunification	$100	Per hour billed
Mediation/Parent Coordination	$ 150	Or as separately agreed
Training Presenter/Facilitator:	$ 100	Per hour billed or as agreed

Toby Center reserves the right to immediately terminate this Agreement or withhold compensation until corrective action is made for any of the following actions made by Contractor:

1. Failure to comply with standard procedure for handling sensitive information pertaining to supervised visitations, families, individuals, or other affected parties as a result of Contractor's Services
2. Failure to properly save documents to Toby Center's dedicated data rooms and drives;
3. Failure to properly use Toby Center's resources as directed, including but not limited to designated email addresses and Toby Center accounts; and
4. Failure to deliver work product, including but not limited to reports and records, of any kind in the manner agreed upon between the parties.
5. Conviction of a felony or misdemeanor or pleading of nolo contendere to theft, fraud or any crime involving moral turpitude.
6. Selling away or "poaching" of clients or otherwise referring or recommending clients to other contractors for services which are or can be provided by Toby Center, unless approved in advance in writing by Toby Center.
7. Any Breach of the Agreement.

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