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Zacharias Callis

Sertified., LLC. Independent Contractor Agreement

This Agreement is made between Sertified., LLC. with the following individual, Zacharias Callis, in regard to their contracted labor.

Services to Be Performed

Contractor agrees to perform the following services: Work in support of Sertified., LLC as agreed in his/her/their job description paperwork.

Job Titles:

Administrative Positions:
- President and CEO
- Operations Manager
- Equipment Coordinator
- Recruitment and Retention Specialist
- Seasonal Registration/Payroll Coordinator
Aquatic Positions:
- Aquatic Training Manager
- Aquatic Training Specialist
- Head Lifeguarding Instructor
- Lifeguarding Instructor Trainer
- Lifeguarding Instructor (I, II, Senior)
- Course Assistant (w/ or w/o LGI)
Land-Based Positions:
- Land-Based Instructor
- Land-Based Instructor-Trainer

Payment

In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at the following rates:

Job Title: Course Assistant w/ LGI at $13.00/hr
Job Title: LGI I at $17.50/hr

Contractor shall be paid within a reasonable time after Contractor has completed the work associated with the payment being provided.

Expenses

Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; cell phone expenses; meals; etc.

Under certain circumstances, the Client will reimburse the Contractor for agreed expenses. Contractor must submit a form for reimbursement in order to be considered for reimbursement. These special circumstances are noted in the Contractor Handbook, and must be approved by the Client’s Chief Executive Officer (CEO).

Vehicles and Equipment

Contractor will be allowed to use equipment, tools, and materials provided by the Client to complete the services required by this Agreement. Pending the equipment is returned in working condition, Client will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement. As described above, the Contractor will be responsible for providing his/her/their own vehicle for use while fulfilling contractual obligations, unless otherwise specified.

Independent Contractor Status

Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contracted personnel are, or shall be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows

[X] Contractor has the right to perform services for others during the term of this Agreement. Unless otherwise noted in a different contract. (See Non-Disclosure Agreement (NDA) and Non-Compete Agreement)

[X] Neither Contractor nor Contractor's employees or contracted personnel shall be required to wear any uniforms provided by Client.

[X] Neither Contractor nor Contractor's employees or contracted personnel shall be required by Client to devote full time to the performance of the services required by this Agreement.

Business Licenses, Permits, and Certifications

Contractor represents and warrants that Contractor and Contractor's employees, and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certifications required to carry out the services to be performed under this Agreement.

The Contractor will be financially responsible for maintaining all applicable American Red Cross certifications required for the contracted position. If the Contractor elects for Sertified., LLC to cover costs associated with the American Red Cross certification, he/she/they will be required to commit six months of active service from the date of the recertification. The Contractor will only be expected to apply the American Red Cross certifications that have been paid for by Sertified., LLC. Non-compete clauses remain in full effect. Should the Contractor elect to pay for the American Red Cross certification on his/her/their own, he/she/they will have no obligation to remain a Contractor with Sertified., LLC for any period of time.

State and Federal Taxes

Client will not:

withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf
make state or federal unemployment compensation contributions on Contractor's behalf, or
withhold state or federal income tax from Contractor's payments.

Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.

Fringe Benefits

Contractor understands that neither Contractor nor Contractor's employees or contracted personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.

Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contracted personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

Workers' Compensation

Client shall provide Workers’ Compensation Insurance for all Contractors, for use when performing services on behalf of Sertified., LLC.

Insurance

Client will provide general and professional liability insurance coverage for Contractors. Contractor can obtain the following insurance coverage and maintain it during the entire term of this Agreement if they would like additional coverage:

[X] Comprehensive or commercial general liability insurance coverage in the minimum amount of $100,000 combined single limit, including coverage for bodily injury, personal injury, broad form property damage, contractual liability, and cross-liability.

Indemnification

Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement.

Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the date either party terminates the Agreement as provided below.

Terminating the Agreement

With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice.

Reasonable cause includes:

a material violation of this Agreement, or
any act exposing the other party to liability to others for personal injury or property damage.

Either party may terminate this Agreement at any time by giving 14 days' written notice to the other party of the intent to terminate.

Exclusive Agreement

This is the entire Agreement between Contractor and Client.

Modifying the Agreement

This Agreement may be modified only by a writing signed by both parties.

Resolving Disputes

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Pasadena, Maryland. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Hanover, PA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

Confidentiality

Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf.

Proprietary or confidential information includes:

the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use
any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of
business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor's services to Client, and
other: Any paperwork or materials given to you by the Client.

Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business.

Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 18 of this Agreement. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.

Proprietary Information.

The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the Client’s ownership in the Work Product.
Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.
The Client will be entitled to use Contractor’s name and/or likeness use in advertising and other materials.

No Partnership

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.

Assignment and Delegation

Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client's prior written approval.

Applicable Law

This Agreement will be governed by Pennsylvania law, without giving effect to conflict of laws principles.

Initial Below

Contractor

Printed Name:

Initial Here:

Sertified., LLC.

INDEPENDENT CONTRACTOR UNILATERAL CONFIDENTIALITY AND

NON-DISCLOSURE AGREEMENT

FOR GOOD CONSIDERATION, and in consideration of the contemplated contractual relationship with Sertified., LLC., (the “Independent Contractor”), hereby agrees to the terms of this agreement:

CONFIDENTIAL INFORMATION

Company Information. The Independent Contractor agrees at all times during the term of its contract with the Company (the “Term”) and [for a period of 5 years] thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Independent Contractor by the Company either directly or indirectly.
Exceptions. The foregoing obligations and restrictions do not apply to that part of the Confidential Information that the Independent Contractor can demonstrate:
- was available or became generally available to the public other than as a result of a disclosure by the Independent Contractor; or
- was available, or became available, to the Independent Contractor on a non-confidential basis prior to its disclosure to the Independent Contractor by the Company or a Company representative, but only if such information was not made available through a breach of confidentiality owed to the Company; or
- was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, however, that the Independent Contractor shall: (A) provide the Company with prompt notice of any such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy: and (B) provide reasonable assistance to the Company in obtaining any such protective order. If such protective order or other remedy is not obtained or the Company grants a waiver hereunder, the Independent Contractor may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Independent Contractor is legally compelled or am otherwise required to disclose; provided, however, that the Independent Contractor shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed.
Applicability to Employees and Subcontractors. The Independent Contractor shall not disclose any Confidential Information to any of its associates, members, employees, or subcontractors, except those employees or subcontractors who are required to have the Confidential Information in order to perform their duties in connection with the evaluation and continuation of a business relationship between the Independent Contractor and the Company. The Independent Contractor shall inform each such individual of the proprietary nature of the Confidential Information and of the terms and obligations of this Agreement. Each permitted employee, subcontractor, member, or associate to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Company.
Former Employer or Associate Information. The Independent Contractor will not, during the Term, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or associate, and not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer or associate unless consented to in writing by such employer or associate.
Third Party Information. The Independent Contractor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes, and hereby agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out its work for the Company consistent with the Company’s agreement with such third party.

RETURN OF PROPERTY

At the end of the Term, the Independent Contractor will return to the Company, retaining no copies or notes, all documents relating to the Company’s business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and equipment and all copies of such material, obtained by the Independent Contractor during its contractual relationship with the Company.

NO COMPANY LIABILITY.

All Confidential Information is provided “AS IS” and the Company makes no warranty regarding the accuracy or reliability of such information. Neither the Company nor any of its advisors or representatives shall have any liability to the Independent Contractor or any of its representatives resulting from the Independent Contractor’s use of the Confidential Information.

INDEPENDENT CONTRACTORS.

The parties are independent of each other. Nothing in this Agreement shall be construed to create an employment or joint relationship between the parties.

LEGAL AND EQUITABLE REMEDIES

The Independent Contractor recognizes that the Company may be irreparably damaged by any breach of this Agreement and that the Company shall be entitled to seek an injunction, specific performance, or other equitable remedy to prevent such competition or disclosure, and may entitle the Company to other legal remedies, including attorneys’ fees and costs.

SUCCESORS AND ASSIGNS

This Agreement will be binding on the heirs, executors, administrators, and other legal representatives of the Independent Contractor and will be for the benefit of the Company, its successors, and its assigns. The Independent Contractor may not assign any of its rights, or delegate any of its obligations, under this Agreement.

CONTINUING OBLIGATIONS

The obligations and rights described in this Agreement shall survive the end of the Term.

SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

COUNTERPARTS / ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature.

GOVERNING LAW

This Agreement shall be governed by the laws of the state of Pennsylvania without regard to its conflicts of law provisions.

IN WITNESS WHEREOF, the parties below hereby execute this Agreement on

Independent Contractor:

Printed Name:

Initial Here:

Accepted and Acknowledged

Contractor/Employee Equipment Loan Agreement

In order to maximize the effectiveness of our trainings, Sertified., LLC agrees to allow you (the contractor) to use the necessary materials, equipment, and supplies, as outlined in the course’s American Red Cross Instructor’s Manual and/or Instructor Trainer Guide and/or in your Sertified., LLC Job Description, to amplify success in your designated role. In return, Sertified., LLC expects that all equipment will be returned in the condition that it was found. In order to receive payment for the service that you provide, you must return all borrowed equipment back to its storage location, in the condition that it was found. Failure to comply with this regulation will result in the withholding of payment, until the equipment is either replaced or repurchased, at the expense of the contractor. We understand that accidents happen; if/when they do, please notify the Chief Executive Officer, so he can examine the equipment and be sure to have it restored to working condition, at the expense of the company.

By signing this form, I, , agree to keep all equipment in good working condition. I agree to inspect equipment prior to use and notify the company’s Chief Executive Officer if there is any pre-existing damage. I agree to return all items, promptly, to the storage location by the end of the course. I understand that I am responsible for replacement costs if the equipment is lost, damaged, destroyed, or stolen. If I fail to return the materials in reasonable condition, I understand that I will not be issued a payment until the materials, equipment, and/or supplies are replenished.

By my signature, I acknowledge that I have received a copy of this agreement and all of the above listed items. I have read and agreed to all of the conditions of this agreement. My signature is my commitment to adhere to these responsibilities and terms.

Contractor Name:

Initial Here: Date:

Parent Name (if student is under 18 years of age):

Parent Initial (if student is under 18 years of age):

NON-COMPETE AGREEMENT

This NON-COMPETE AGREEMENT (this "Agreement") is made and entered into as of the date listed in the signature block (the "Effective Date"), by and between Sertified., LLC (the "Company" or "Disclosing Party") located at PO Box 57, Chester, Maryland 21619 and (the "Recipient") located at . Company and Recipient may be referred to individually as the "Party", or collectively, the "Parties".

NON-COMPETE

Throughout the duration of this Agreement the Recipient shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of Sertified., LLC without the written consent of Sertified., LLC.

The Recipient warrants and guarantees that throughout the duration of this Agreement and for a period of twenty-four months following the culmination, completion or termination of this Agreement, that Recipient shall not directly or indirectly engage in any business that would be considered similar in nature to the business engaged in by Sertified., LLC, its subsidiaries, and any current or former clients and/or customers within a 300 mile radius of Pasadena, MD.

NON-SOLICITATION

Recipient understands and agrees that any attempt on the part of Recipient to induce Company's employees/contractors to leave Company's workforce, or any effort by Recipient to interfere with Company's relationship with its employees or contractors would be harmful and damaging to Company. Recipient agrees that during the duration of this Agreement, and for a period of twenty-four months following the culmination, completion or termination of this Agreement, Recipient will not in any way, directly or indirectly:

(i) Induce or attempt to induce any employee or contractor of Company to quit employment or terminate his/her/their contractor with Company;

(ii) Otherwise interfere with or disrupt Company's relationship with its employees or contractors;

(iii) Discuss employment or contract opportunities or provide information about competitive employment to any of Company's employees and/or contractors; or

(iv) Solicit, entice, or hire away any employee or contractor of Company for the purpose of an employment opportunity that is in competition with Company.

CONFIDENTIAL INFORMATION

By definition herein, "Confidential Information" shall mean any and all technical and non-technical information provided by Sertified., LLC, including but not limited to, any data, files, reports, accounts, or any proprietary information in any way related to products, services, processes, database, plans, methods, research, development, programs, software, authorship, customer lists, vendor lists, suppliers, marketing or advertising plans, methods, reports, analysis, financial or statistical information, and any other material related or pertaining to any business of Sertified., LLC, its subsidiaries, respective clients, consultants or vendors that may be disclosed to the Recipient herein contained within the terms of this Agreement.

The Recipient shall not in any manner or form, at any time disclose, reveal, unveil, divulge or release, either directly or indirectly, any aforementioned proprietary or confidential information for personal use or for the benefit of any third party and shall at all times endeavor to protect all Confidential Information belonging to the Company.

INJUNCTIVE RELIEF

The Recipient herein acknowledges (i) the unique nature of the protections and provisions established and contained within this Agreement, (ii) that the Company shall suffer irreparable harm if the Recipient should breach any of said protections or provisions, and (iii) that monetary damages would be inadequate to compensate the Company for said breach. Therefore, should the Recipient cause a breach of any of the provisions contained within this Agreement, the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce said provisions.

ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between Company and Recipient, replacing all other written and/or previous agreements.

AMENDMENTS

This Agreement may be amended only by an instrument in writing that is signed by both Parties. Amendments to this Agreement will be effective as of the date stipulated therein.

SEVERABILITY

Company and Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

WAIVER

If either Party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

GOVERNING LAW

This Agreement is to be construed pursuant to the current laws of the State of Maryland. Jurisdiction and venue for any claim arising out of this Agreement shall be made in the State of Maryland, in the County of Anne Arundel.

INTERPRETATION

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

COUNTERPARTS

This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

SUCCESSORS AND ASSIGNS

Except as otherwise provided in this Agreement, this Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and assigns.

EFFECT OF TITLE AND HEADINGS

The title of this Agreement and the headings of its sections are included for convenience and shall not affect the meaning of the Agreement or the section.

ATTORNEYS FEES

If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees incurred in connection with such legal proceeding. The term "prevailing party" shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates written below.

Recipient Name (Print)

Initial Here

(Date Executed)

Contractor/Employee Handbook Signature Page

The Employee and Contractor Handbook contains important information about the company, and I understand that I should consult the company CEO, or my supervisor, regarding any questions not answered in the handbook. I have entered into my employment/contractor relationship with the company voluntarily and understand that there is no specified length of employment/contracted labor agreement. Accordingly, either the company or I can terminate the relationship at will, at any time, with or without cause, and with or without advance notice.

Since the information, policies, and benefits described herein are subject to change at any time, I acknowledge that revisions to the handbook may occur. All such changes will generally be communicated through official notices, and I understand that revised information may supersede, modify, or eliminate existing policies. Only the Chief Executive Officer of the company has the ability to adopt any revisions to the policies in this handbook.

Furthermore, I understand that this handbook is neither a contract of employment/contracted labor nor a legally-binding employment/independent contractor agreement. I have had an opportunity to read the handbook, and I understand that I may ask my supervisor or the company’s CEO any questions I might have concerning the handbook. I accept the terms of the handbook. I also understand that it is my responsibility to comply with the policies contained in this handbook, and any revisions made to it.

I further agree that if I remain with the company following any modifications to the handbook, I hereby accept and agree to such changes.

I have received a copy of our company’s Employee/Contractor Handbook on the date listed below. I understand that I am expected to read the entire handbook. Additionally, I will sign the two copies of this Acknowledgment of Receipt, retain one copy for myself, and return one copy to our company’s representative listed below on the date specified. I understand that this form will be retained in my personnel file.

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Printed Name of Employee or Contractor:

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January 6, 2022 3:16 pm EDT

Zacharias Callis Uploaded by Sertified. ,LLC - admin@sertified.me IP 172.85.27.40