Terms of Service

Temp Services Agreement (TSA-1.0), for temps

This Temp Services Agreement (the "Agreement") is entered into as of the date the Temp signs it electronically on the Platform (the "Effective Date") between Temp Work Hub LLC, a Virginia limited liability company with its principal office at 11813 Brockman Ln., Great Falls, VA 22066 (the "Company"), and the individual identified in the signature block below (the "Temp"). The Company and the Temp are each a "Party" and together the "Parties."

Recitals

A. The Company operates an online marketplace and staffing platform that introduces licensed and certified medical, psychology, behavioral therapy and dental professionals to healthcare facilities that need temporary or permanent staff.

B. The Company invests substantial resources in recruiting, credentialing, verifying, onboarding and matching Temps, and in building and maintaining its Platform, Facility relationships and confidential business information.

C. The Temp wishes to use the Platform to find and perform Jobs at Facilities, and the Company is willing to provide that access on the terms of this Agreement.

The Parties therefore agree as follows.

1. Definitions

1. "Platform" means the Company's website (tempworkhub.com), mobile and web applications, APIs, software, databases, workflows, and all related services, features, content and documentation, as updated from time to time.

2. "Facility" means any hospital, clinic, practice, school, agency, or other organization that uses the Platform to request, engage or schedule Temps, together with its parents, subsidiaries, affiliates, successors, owners, and any entity under common ownership or management.

3. "Hiring Manager" means a person authorized by a Facility to post Jobs, approve Time Entries, or act for the Facility on the Platform.

4. "Job" means a specific engagement for services at or for a Facility, posted, offered, accepted or scheduled through the Platform.

5. "Job Contract" means the Job Assignment Agreement for a specific Job (role, location, date, hours, rate, and special requirements), signed by the Temp and the Company on the Platform after the Facility accepts the Temp. Each Job Contract is incorporated into this Agreement.

6. "Punch" means a clock-in or clock-out recorded by the Temp on the Platform.

"Attestation" means a Party's approval of a Punch. "Time Entry" means an approved clock-in/clock-out pair that determines pay.

7. "Proof of Work Record" or "PWR" means the tamper-evident record generated by the Platform at settlement of a Job.

8. "Introduced Facility" has the meaning in Section 11.2.

9. "Confidential Information" has the meaning given in Agreement 2 (Platform NDA).

10. "Restricted Period" means the Term of this Agreement and the six (6) months after the last day the Temp performs any Job through the Platform.

2. Term

This Agreement begins on the Effective Date and continues until terminated under Section 20 (the "Term").

3. Relationship of the Parties

1. Independent contractor. The Temp is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise or agency relationship between the Temp and the Company or between the Temp and any Facility.

2. Professional judgment. The Temp alone controls the manner, method and professional judgment used in performing services, consistent with the Temp's license, scope of practice, applicable standards of care, and the Facility's reasonable safety and operational policies.

3. Freedom to choose. The Temp may accept or decline any Job offer, set availability, and provide services to others, subject only to Sections 11 and 12.

4. No benefits. The Temp is not eligible for any Company or Facility employee benefit plan, workers' compensation (unless required by law), unemployment insurance, or paid leave, and waives any claim to them to the extent permitted by law.

5. Taxes. The Temp is solely responsible for all federal, state and local income, self- employment and other taxes on amounts paid under this Agreement. The Company will issue IRS Form 1099 where required. The Temp will provide a valid IRS Form W-9.

6. No authority. The Temp has no authority to bind the Company or any Facility and will not represent otherwise.

4. Platform Access and Account

1. Eligibility. The Temp must be at least 18, legally authorized to work in the United States, and hold every license, certification and registration required for each Job.

2. Accurate information. The Temp will provide complete, current and truthful information, and will update it within forty-eight (48) hours of any change, including any change to license status, disciplinary action, exclusion, arrest or conviction where disclosure is lawful to require.

3. One account; credentials. The Temp will keep one account, will not share login credentials, and is responsible for all activity under the account. The Temp will notify the Company within twenty-four (24) hours of any suspected unauthorized access.

4. Acceptable use. The Temp will not: (a) scrape, copy, download in bulk, or export Platform data; (b) reverse engineer, decompile or attempt to derive source code; (c) bypass security, geofencing, QR/NFC verification or Attestation controls; (d) use bots or automation; (e) misrepresent identity, credentials or location; or (f) use the Platform for any unlawful purpose.

5. Platform terms. The Platform Terms of Use (tempworkhub.com/terms) and Privacy Policy (tempworkhub.com/privacy) apply. If they conflict with this Agreement, this Agreement controls.

5. Jobs and Job Contracts

1. Offers. Job offers are made through the Platform. A Job is binding only when the Job Contract is signed on the Platform by both the Temp and the Company.

2. Signing deadline. A Job Contract must be signed at least one (1) hour before the Job start time. An unsigned Job Contract lapses automatically.

3. Cancellations and no-shows. The Temp will follow the cancellation policy shown on the Platform at the time of acceptance. Repeated late cancellations or any no-show may result in suspension or termination. The Temp will never abandon a patient or leave a Job without a proper handoff required by the standard of care.

4. No guarantee. The Company does not guarantee any number of Jobs, hours or earnings.

6. Time Recording and Proof of Work

1. Punches. The Temp will record every clock-in and clock-out through the Platform at the worksite, using the location, rotating QR code, NFC tag, or other verification the Platform requires.

2. Accuracy. The Temp will record time truthfully and will not Punch for another person, ask anyone to Punch for the Temp, or spoof location or device data. Falsifying time is a material breach and grounds for immediate termination, repayment of amounts improperly paid, and referral to the appropriate licensing board or authority.

3. Attestation. A Time Entry becomes effective when both Parties' Attestations are recorded. If the Facility does not act within the period shown on the Platform, the Punch is automatically attested.

4. Paid time. Paid time runs from the Punch timestamp, not the Attestation timestamp. A failed GPS fix alone will not block a Punch.

5. Disputes. The Temp must raise any dispute about a Time Entry through the Platform within seven (7) days after the Job ends. The PWR is presumed accurate unless shown otherwise by clear evidence.

6. Evidence. The Temp agrees that Punches, Attestations, electronic signatures, and PWRs are valid business records and may be used as evidence in any dispute.

7. Compensation and Payment

1. Rate. The Temp's rate for each Job is stated in its Job Contract.

2. Service fee. The Company may charge a service fee or commission disclosed on the Platform before the Temp accepts a Job. The Company may change its fee schedule on thirty (30) days' notice; changes do not affect Jobs already accepted.

3. Payout. Amounts for approved Time Entries are paid to the Temp's linked payout account after settlement, typically nightly at local midnight at the worksite, subject to payment-processor timing.

4. Escrow and collection. The Company or its payment processor may hold Facility funds in escrow for Jobs. The Company is not responsible for delays caused by banks, payment processors or incorrect payout details supplied by the Temp.

5. Set-off. To the extent permitted by law, the Company may deduct from amounts owed to the Temp any amounts the Temp owes the Company, including overpayments, chargebacks caused by the Temp's misconduct, and fees under Section 11. Pay for hours already worked will never be withheld in violation of applicable wage law.

6. Expenses. Unless a Job Contract says otherwise, the Temp bears all expenses, including travel, licensing, uniforms, equipment and continuing education.

8. Professional Standards and Compliance

The Temp will: (a) practice only within the scope of the Temp's license and competence;

(b) follow all applicable laws, regulations, accreditation standards and professional codes of conduct; (c) follow each Facility's reasonable policies on safety, infection control, documentation and conduct; (d) never work while impaired by alcohol, cannabis, or any drug; (e) comply with anti-discrimination and anti-harassment laws; (f) report to the Facility and the Company within twenty-four (24) hours any incident, injury, patient complaint, adverse event, or allegation involving the Temp; and (g) cooperate with any investigation, peer review, or claim relating to a Job.

9. Credentials, Background Checks and Exclusions

1. Verification. The Temp authorizes the Company to verify the Temp's identity, education, licenses, certifications, work history, and references, and to share verified credentials with Facilities considering the Temp for a Job.

2. Background checks. Any consumer report or background check will be obtained only after the Temp signs the Company's separate standalone FCRA disclosure and authorization (Schedule B), and will comply with the Fair Credit Reporting Act and state law.

3. Exclusions. The Temp represents that the Temp is not excluded, debarred or suspended from any federal or state healthcare program (including the OIG List of Excluded Individuals/Entities and SAM.gov) and will notify the Company immediately of any change.

4. Health requirements. The Temp will meet the immunization, testing and health- screening requirements of each Facility and of applicable law.

10. Insurance

1. The Temp will maintain, at the Temp's expense unless the Company elects to provide coverage, professional liability (malpractice) insurance of at least $1,000,000 per claim and $3,000,000 in the aggregate or any higher amount required by a Facility or by law.

2. The Temp will maintain any other coverage required by law or by a Job Contract, which may include general liability, occupational accident, or workers' compensation coverage.

3. The Temp will provide certificates of insurance on request and notify the Company within five (5) days of cancellation or material change.

11. Non-Circumvention and Conversion Fee

1. Purpose and consideration. The Temp acknowledges that the Company's introductions to Facilities are its core business asset, and that the Company invests substantially in recruiting, credentialing and matching the Temp. Access to the Platform, the Company's credentialing services, and its introductions to Facilities are good and sufficient consideration for this Section, which protects that investment.

2. Introduced Facility. "Introduced Facility" means any Facility (including its affiliates and successors) that, during the Term: (a) the Temp performed a Job for; (b) offered, interviewed, or was matched with the Temp through the Platform; (c) viewed the Temp's profile, credentials or video introduction; or (d) communicated with the Temp through the Platform or as a result of a Platform introduction.

3. Restriction. During the Restricted Period, the Temp will not, directly or indirectly, without the Company's prior written consent, accept or perform any employment, independent contractor, consulting, locum, per-diem, or other paid work for or at an Introduced Facility other than through the Platform (a "Direct Engagement"). This includes work arranged through another staffing agency, through a business entity owned or controlled by the Temp, or through any other person acting on behalf of the Temp or the Facility.

4. Conversion fee. If the Temp enters into a Direct Engagement without the Company's prior written consent, the Temp will pay the Company a conversion fee of Twenty Thousand U.S. Dollars ($20,000) for each Introduced Facility with which a Direct Engagement occurs (the "Conversion Fee"). The Conversion Fee is due within thirty

(30) days after the Direct Engagement begins. Unpaid amounts bear interest at the lesser of one percent (1%) per month or the highest rate allowed by law.

5. Liquidated damages. The Parties agree that the Company's damages from a Direct Engagement would be difficult to calculate, and include the loss of future placement and service-fee revenue and unrecovered costs of recruiting, credentialing, onboarding, background screening and matching. The Conversion Fee is a reasonable pre-estimate of those damages and is not a penalty.

6. Consent and conversion process. A Temp who wishes to accept a Direct Engagement may ask the Company for written consent. The Company will not unreasonably withhold consent where the Facility agrees to pay the conversion or placement fee due under its Facility Agreement. If the Facility pays the Company the conversion fee for the Temp, the Temp owes no Conversion Fee for that Facility. The Company will not recover more than one conversion fee for the same Direct Engagement.

7. Notice. During the Restricted Period, the Temp will notify the Company in writing within five (5) business days of receiving any offer of a Direct Engagement from an Introduced Facility.

8. Legal carve-out. This Section 11 does not apply, and will not be enforced or threatened, to the extent that it would be a prohibited covenant not to compete under Virginia Code § 40.1-28.7:8 or any similar law applicable to the Temp, including where the Temp is a "low-wage employee" as defined in that statute. In that case, the Temp's obligations under Section 12 and Agreement 2 continue to apply.

9. Non-solicitation of Temps and Facilities. During the Restricted Period, the Temp will not use the Company's Confidential Information to solicit any other Temp or any Facility to stop using, or to reduce use of, the Platform.

10. No off-Platform payments. During the Term, the Temp will not accept payment from a Facility for any Job, or any portion of a Job, outside the Platform.

11. Tolling. To the extent permitted by law, the Restricted Period is extended by any period during which the Temp is in breach of Section 11.3.

12. Notice to others. The Company may inform any Introduced Facility, or any person offering the Temp a Direct Engagement, of the Temp's obligations under this Section 11.

13. Acknowledgment. THE TEMP HAS READ THIS SECTION 11, UNDERSTANDS THAT A DIRECT ENGAGEMENT WITH AN INTRODUCED FACILITY DURING THE RESTRICTED PERIOD WITHOUT THE COMPANY'S WRITTEN CONSENT REQUIRES PAYMENT OF A $20,000 CONVERSION FEE, AND AGREES TO IT VOLUNTARILY.

12. Confidentiality and Patient Privacy

The Temp will comply with Agreement 2 (Platform NDA) and Agreement 3 (Patient & Facility Information Confidentiality Agreement), each of which is incorporated into and forms part of this Agreement.

13. Intellectual Property

1. Company ownership. The Platform and all software, designs, workflows, data compilations, trademarks (including "Temp Work Hub" and its logo), and related intellectual property are and remain the exclusive property of the Company. The Temp receives only a limited, revocable, non-transferable license to use the Platform for its intended purpose during the Term.

2. Temp content. The Temp grants the Company a non-exclusive, royalty-free, worldwide license to host, display, and share the Temp's profile, photograph, video introduction, credentials and reviews with Facilities, and to use the Temp's name and likeness to operate and promote the Platform during the Term and for a reasonable wind-down period afterward. The Temp may ask the Company to remove promotional uses at any time.

3. Feedback. Any suggestions or feedback about the Platform may be used by the Company without restriction or compensation.

14. Privacy and Data

1. Personal data. The Company collects and processes the Temp's personal data as described in its Privacy Policy, including to verify credentials, match Jobs, process payments, and prevent fraud.

2. Location data. The Temp consents to the collection of device location at the time of each Punch and while a Job is in progress for time-verification and geofencing purposes. The Platform will not track location outside of Jobs.

3. Biometric and photo data. Where the Platform uses a photograph or other biometric identifier to verify a Punch, the Company will first obtain the Temp's separate written consent in Schedule A, disclose the purpose and retention period, never sell the data, and destroy it in line with its published retention schedule and applicable law.

4. Sharing. The Company may share the Temp's information with Facilities considering or engaging the Temp, with service providers bound by confidentiality, and as required by law.

5. Security. The Company will use commercially reasonable administrative, technical and physical safeguards to protect the Temp's personal data and will notify the Temp of a data breach as required by law.

15. Representations and Warranties of the Temp

The Temp represents and warrants that: (a) all information provided to the Company is true and complete; (b) the Temp holds and will maintain every license and credential required for each Job, free of undisclosed restrictions; (c) the Temp is not bound by any agreement that prevents the Temp from signing or performing this Agreement; (d) the Temp will not disclose to the Company or any Facility any confidential information belonging to a former employer or third party; and (e) the Temp has had the opportunity to review this Agreement with counsel of the Temp's choice.

16. Disclaimers

1. Marketplace role. The Company is a technology platform and staffing intermediary. It does not provide healthcare services, does not practice medicine, psychology, therapy or dentistry, and does not supervise or control clinical care.

2. Facility conduct. The Company does not control and is not responsible for the premises, staff, policies, equipment, patients, or acts or omissions of any Facility.

3. As-is Platform. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

17. Limitation of Liability

1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST EARNINGS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.

2. THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE SERVICE FEES THE COMPANY RETAINED FROM JOBS PERFORMED BY THE TEMP IN THE TWELVE

(12) MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE THOUSAND DOLLARS ($1,000).

3. These limits do not apply to: (a) the Company's obligation to pay the Temp for approved Time Entries for which the Company has received payment; (b) the Company's gross negligence, willful misconduct, or fraud; (c) claims for personal injury or death; or (d) any liability that cannot be limited by law.

18. Indemnification

1. By the Temp. The Temp will defend, indemnify and hold harmless the Company and its members, managers, officers, employees and agents from and against all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Temp's negligence, malpractice, or willful misconduct; (b) the Temp's breach of this Agreement, Agreement 2, or Agreement 3; (c) the Temp's violation of any law or professional standard; (d) any inaccurate information the Temp provided, including about credentials or licensure; (e) any taxes, penalties or contributions owed on the Temp's compensation; or (f) any claim that the Temp's content infringes a third party's rights.

2. Procedure. The Company will give the Temp prompt written notice of any claim (a delay relieves the Temp only to the extent it is prejudiced), may participate with counsel of its choice, and must approve any settlement that imposes obligations on the Company or admits fault on its behalf.

19. Release

To the fullest extent permitted by law, the Temp releases the Company from claims arising out of disputes between the Temp and any Facility, Hiring Manager, patient, or other Platform user, except claims for personal injury or death, and claims arising from the Company's own gross negligence, willful misconduct, or failure to pay amounts it owes the Temp.

20. Termination

1. For convenience. Either Party may terminate this Agreement on fourteen (14) days' written notice. Accepted Jobs scheduled within the notice period will be completed unless both the Temp and the Facility agree otherwise.

2. For cause. The Company may suspend or terminate the Temp's access immediately if the Temp: breaches this Agreement, Agreement 2, or Agreement 3; loses or has restricted any required license; is excluded from a federal or state healthcare program; falsifies time or credentials; endangers any patient or person; or acts in a way that exposes the Company to legal or reputational harm.

3. Effect. On termination, the Company will pay the Temp all amounts due for approved Time Entries, and the Temp will stop using the Platform and return or destroy Confidential Information as required by Agreement 2.

4. Survival. Sections 1, 3, 6.5, 6.6, 7.5, 11 through 19, and 21 through 23, and all of Agreements 2 and 3, survive termination.

21. Dispute Resolution

1. Informal resolution. Before starting any proceeding, a Party must give written notice of the dispute, and the Parties will try in good faith to resolve it for thirty (30) days.

2. Binding arbitration. Any dispute arising out of or relating to this Agreement, the Platform, or the Temp's relationship with the Company that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Fairfax County, Virginia. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction. For any claim brought by or against the Temp, the Company will pay all arbitration administrative and arbitrator fees above the amount the Temp would have paid to file the same claim in a Virginia circuit court.

3. Individual claims only. Each Party may bring claims only in its individual capacity and not as a plaintiff or class member in any class, collective, consolidated or representative action, to the extent permitted by law.

4. Court relief. Either Party may bring an individual claim in small-claims court. The Company may seek temporary, preliminary or permanent injunctive relief in court to protect its Confidential Information, intellectual property, or rights under Section 11, without first arbitrating.

5. Opt-out. The Temp may opt out of this arbitration Section by emailing admin@tempworkhub.com within thirty (30) days after first signing this Agreement. Opting out does not affect any other term.

6. Exclusions. This Section does not require arbitration of any claim that federal law, including the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, permits the Temp to bring in court, at the Temp's election.

7. Jury waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

8. Fees. The prevailing Party in any arbitration or court action to enforce Sections 11, 12, or 13, or Agreements 2 or 3, may recover its reasonable attorneys' fees and costs.

22. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. Subject to Section 21, the state and federal courts located in Fairfax County, Virginia have exclusive jurisdiction, and each Party consents to personal jurisdiction there.

23. General

1. Entire agreement. This Agreement, Agreements 2 and 3, Schedules A and B, each Job Contract, and the Platform Terms and Privacy Policy are the entire agreement between the Parties on this subject and supersede all prior understandings.

2. Order of precedence. If documents conflict, this order controls: Agreement 3, Agreement 2, this Agreement, the Job Contract, then the Platform Terms.

3. Amendments. The Company may update this Agreement by giving at least thirty (30) days' notice through the Platform or by email. Continued use of the Platform after the effective date of a change is acceptance. Changes to Section 11 or Section 21 require the Temp's affirmative electronic acceptance and apply only to Introduced Facilities and disputes arising after that acceptance.

4. Assignment. The Temp may not assign or delegate this Agreement. The Company may assign it to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its assets.

5. Notices. Notices to the Company go to admin@tempworkhub.com and 11813 Brockman Ln., Great Falls, VA 22066. Notices to the Temp go to the email address on the Temp's account. Email notice is effective when sent.

6. Severability and reformation. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and if possible reformed to the minimum extent needed to make it enforceable; the remaining provisions stay in full effect.

7. Waiver. A failure or delay in enforcing any right is not a waiver of it.

8. Force majeure. Neither Party is liable for delay caused by events beyond its reasonable control, except for payment obligations.

9. Electronic signatures. The Parties agree to sign electronically under the federal E- SIGN Act and the Virginia Uniform Electronic Transactions Act. Electronic signatures and records have the same effect as originals.

10. Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Agreement will not be construed against either Party as the drafter.

Facility Services Agreement (FSA-1.0), for facilities

This Facility Services Agreement (the "Agreement") is entered into as of the date the Facility accepts it electronically on the Platform (the "Effective Date") between Temp Work Hub LLC, a Virginia limited liability company with its principal office at 11813 Brockman Ln., Great Falls, VA 22066 (the "Company"), and the organization identified in the signature block below (the "Facility"). The Company and the Facility are each a "Party."

Recitals

A. The Company operates an online marketplace that introduces credentialed medical, psychology, behavioral therapy, and dental professionals ("Temps") to healthcare facilities that need temporary or permanent staff.

B. The Company invests substantially in recruiting, credentialing, and matching Temps and in building its Platform.

C. The Facility wishes to post Jobs on the Platform and engage Temps to fill them on the terms of this Agreement.

1. Definitions

1. "Platform" means the Company's website (tempworkhub.com), applications, software, and related services.

2. "Facility" includes the signing organization and its parents, subsidiaries, affiliates, owners, successors, and any entity under common ownership or management, each of which is bound by this Agreement when it uses the Platform or engages an Introduced Temp.

3. "Hiring Manager" means a person the Facility authorizes to post Jobs, accept Temps, attest Punches, or otherwise act for the Facility on the Platform. The Facility is bound by every action of its Hiring Managers.

4. "Job" means a specific engagement for services posted by the Facility on the Platform.

5. "Job Posting" means the Facility's description of a Job, including role, required credentials, location, schedule, and bill rate.

6. "Punch," "Attestation," "Time Entry," and "Proof of Work Record" ("PWR") have the meanings shown on the Platform: a clock-in or clock-out, a party's approval of a Punch, the approved in/out pair that drives pay, and the tamper-evident record generated at settlement.

7. "Introduced Temp" has the meaning in Section 6.1.

2. Relationship of the Parties

1. Marketplace role. The Company provides a technology platform and staffing introduction service. The Company does not provide healthcare services, practice any licensed profession, or direct clinical care.

2. Temps are not Facility employees. Temps engaged through the Platform are independent contractors of the Company's marketplace, not employees of the Facility. The Facility will not treat any Temp as its employee, enroll a Temp in its benefit plans, or exercise control over a Temp beyond what is reasonably required for patient safety, regulatory compliance, and the Facility's operational policies.

3. No partnership. Nothing in this Agreement creates a partnership, joint venture, or agency between the Parties.

3. What the Company Provides

1. Platform access for the Facility's Hiring Managers to post Jobs, review Temp profiles and credentials, accept Temps, attest Punches, and pay for Jobs.

2. Credentialing. Before a Temp is shown to the Facility, the Company verifies identity, primary-source license status, certifications listed on the Temp's profile, healthcare- program exclusion status (OIG and SAM.gov), and completes a background check as described on the Platform. The Company shares the Temp's verified credential status, not the underlying background report.

3. Time and proof of work through geofenced Punches, dual Attestation, and a PWR for each Job.

4. Payment processing through escrow and nightly settlement.

5. No guarantee. The Company will use reasonable efforts to fill Jobs but does not guarantee that any Job will be filled, that a Temp will appear, or that a Temp's performance will meet the Facility's expectations. Credentialing is a point-in-time verification; the Facility remains responsible for confirming on-site competence and for its own credentialing and privileging required by law or accreditation.

4. Jobs, Cancellations, and Time Attestation

1. Accurate postings. Each Job Posting must accurately state the role, required license and credentials, duties, worksite, schedule, patient population, and any hazards. The Facility will not ask a Temp to perform duties outside the posted role or the Temp's scope of practice.

2. Lawful selection. The Facility will select Temps without discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information, veteran status, or any other characteristic protected by law.

3. Acceptance. When the Facility accepts a Temp for a Job, the Facility is bound to that Job at the posted bill rate, and the Company issues a Job Assignment Agreement to the Temp. The Job is confirmed when the Temp signs it, no later than one (1) hour before the Job starts.

4. Facility cancellations. The Facility may cancel a confirmed Job through the Platform. Cancellation fees are a percentage of the Job's scheduled value (bill rate × scheduled hours):

When the Facility cancels: Cancellation fee 48 hours or more before start: None 24 to 48 hours before start: 25% Less than 24 hours before start: 50% After the Temp arrives, or the Temp is sent home early: Greater of hours worked or 4 hours at the bill rate, not more than the scheduled hours

5. Temp cancellations and no-shows. If a Temp cancels or does not appear, the Facility pays nothing for that Job, its escrow is released, and the Company will make reasonable efforts to offer a replacement Temp. This is the Facility's sole remedy for a Temp cancellation or no-show.

6. On-site duties. The Facility will: (a) provide a safe workplace that meets OSHA and other applicable requirements, including personal protective equipment; (b) give each Temp a site orientation, access to needed systems, and the name of an on-site contact;

(c) provide clinical supervision and oversight where required by law, accreditation, or the Temp's license; (d) post or display the Company's rotating QR code or NFC tag at the agreed location so Punches can be verified; and (e) report to the Company within twenty-four (24) hours any injury to a Temp, patient incident involving a Temp, or complaint about a Temp.

7. Attestation. The Facility will attest or dispute each Punch through the Platform within the attestation window shown on the Platform (by default, before local midnight at the worksite on the Job date). If the Facility does not act within the window, the Punch is automatically attested and becomes a billable Time Entry. Paid time runs from the Punch timestamp, not the Attestation timestamp.

8. Disputes. The Facility may dispute a Time Entry only through the Platform, with a written reason, within the attestation window. Disputed time is resolved using the PWR, which is presumed accurate unless clear evidence shows otherwise. Undisputed time cannot be withheld.

9. Extensions. Work beyond the scheduled end time must be approved by the Facility on the Platform. Approved time is billed at the Job's bill rate. Time worked at the Facility's request is billable even if not formally approved, where the PWR shows the Temp remained on site.

10. Removal of a Temp. The Facility may ask that a Temp not be offered future Jobs at its sites for any lawful reason. For a Temp removed mid-Job for documented misconduct or incompetence, the Facility pays only for hours worked.

5. Fees and Payment

1. Bill rate. The bill rate for each Job is the Temp's pay rate plus the Company's service fee, both shown in the Job Posting before the Facility accepts a Temp. The Company may change its service-fee schedule on thirty (30) days' notice; changes never affect Jobs already accepted.

2. Escrow funding. Before a Job is confirmed, the Facility will fund the Job's scheduled value plus ten percent (10%) into escrow held by the Company's payment processor, by card or ACH on file. A Job that is not funded is not confirmed.

3. Settlement. Approved and auto-attested Time Entries are settled from escrow nightly at local midnight at the worksite. Unused escrow is released to the Facility within two

(2) business days after the Job settles.

4. Amounts above escrow. Extensions, cancellation fees, and other amounts above the escrowed funds are charged to the Facility's payment method on file or invoiced, and invoices are due within fifteen (15) days.

5. Late payment. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law. The Company may suspend the Facility's access while any amount is overdue, and the Facility will pay reasonable collection costs and attorneys' fees.

6. No chargebacks. Payment disputes must be raised through the Platform under Section 4.8. A card chargeback or ACH reversal for attested time is a breach of this Agreement, and the Facility will reimburse the disputed amount plus any processor fees.

7. Taxes. Fees exclude sales, use, and similar taxes, which the Facility will pay if they apply. Each Party pays its own income taxes.

8. Payment processor. Payments are subject to the terms of the Company's payment processor, which the Facility accepts when adding a payment method.

6. Conversion Fee and Non-Solicitation

1. Introduced Temp. "Introduced Temp" means any Temp whose profile, credentials, or video introduction the Facility viewed, or whom the Facility interviewed, messaged, offered a Job to, or engaged, through the Platform.

2. Restriction. During the term of this Agreement and for six (6) months after the later of

(a) the last day an Introduced Temp performed any Job for the Facility through the Platform, or (b) if the Temp never performed a Job for the Facility, the Facility's last Platform interaction with that Temp, the Facility will not, directly or indirectly, hire, employ, contract with, or engage that Introduced Temp other than through the Platform, whether directly, through another staffing agency, or through any entity owned or controlled by the Temp (a "Conversion"), without the Company's prior written consent.

3. Conversion fee. For each Conversion, the Facility will pay the Company a conversion fee of Twenty Thousand U.S. Dollars ($20,000), due within thirty (30) days after the Introduced Temp's start date. Section 5.5 (late payment) applies to unpaid amounts.

4. Liquidated damages. The Parties agree that the Company's damages from a Conversion — lost placement and service-fee revenue and unrecovered recruiting, credentialing, background-screening, and matching costs — would be difficult to calculate. The conversion fee is a reasonable pre-estimate of those damages and is not a penalty.

5. Permanent placement option. The Facility may convert an Introduced Temp at any time by giving the Company written notice and paying the conversion fee, and the Company will then give its written consent.

6. Notice and confirmation. The Facility will notify the Company within five (5) business days after making any offer to an Introduced Temp outside the Platform, and, on reasonable request, will confirm in writing whether any Introduced Temp has been engaged outside the Platform.

7. No off-Platform payments. The Facility will not pay any Temp for any Job, or any part of a Job, outside the Platform.

8. No poaching of the Platform. During the term and for twelve (12) months after it ends, the Facility will not use the Company's Confidential Information to build, or help any other person build, a competing staffing platform or Temp database.

9. One fee. The Company will not collect more than one conversion fee for the same Conversion, whether from the Facility or the Temp.

10. Acknowledgment. THE FACILITY HAS READ THIS SECTION 6 AND AGREES THAT ENGAGING AN INTRODUCED TEMP OUTSIDE THE PLATFORM WITHIN THE RESTRICTED PERIOD REQUIRES PAYMENT OF A $20,000 CONVERSION FEE PER TEMP.

7. Privacy, HIPAA, and Data

1. Patient information stays with the Facility. The Facility is responsible for its patients' protected health information. While on a Job, Temps act as members of the Facility's workforce under the Facility's HIPAA policies. The Company does not need, request, or store protected health information.

2. No PHI on the Platform. The Facility will not enter any protected health information, patient names, or student education records into the Platform, including Job Postings, messages, disputes, or support requests. Because the Company receives no PHI, no business associate agreement is required. If the Facility's policies require one, the Parties will sign the Company's standard business associate agreement.

3. Temp data. The Facility will use Temp information obtained through the Platform only to evaluate, engage, and manage Temps for Jobs; will not export, sell, or share it; will protect it with reasonable safeguards; and will delete it when no longer needed, except as required for its own legal records. The Facility will not request or rely on any Temp's background report; the Company provides only a verified-status result.

4. Biometric and location data. Punch photos and location data are collected by the Company with each Temp's consent. The Facility may view them only to attest Punches and resolve disputes.

5. Security incidents. Each Party will notify the other within seventy-two (72) hours after discovering unauthorized access to the other Party's data or to Temp personal data it holds.

8. Confidentiality

Each Party will keep the other's non-public business, technical, pricing, and personal information confidential, use it only to perform this Agreement, and disclose it only to personnel and advisers who need it and are bound to confidentiality. The Company's Confidential Information includes the Platform, its features, workflows, pricing, fee structure, and the identity and information of all Temps. These duties do not apply to information that is public through no fault of the receiving Party, already lawfully known to it, independently developed, or required to be disclosed by law (after prompt notice where allowed). These duties last during the term and for five (5) years after it ends, and for trade secrets and personal data for as long as they remain protected by law.

9. Insurance

The Facility will maintain, with insurers rated A- or better: (a) commercial general liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (b) professional liability for the Facility and its employed staff of at least $1,000,000 per claim and $3,000,000 aggregate; (c) workers' compensation as required by law for its employees; and (d) cyber liability of at least $1,000,000 if the Facility stores Temp personal data outside the Platform. The Facility will provide certificates on request. Temps carry their own professional liability coverage as required by their agreements with the Company.

10. Representations and Warranties

1. Each Party represents that it is duly organized and in good standing, has authority to enter into this Agreement, and will comply with all applicable laws in performing it.

2. The Facility further represents that it holds every license, registration, and accreditation required to operate and to engage Temps for posted Jobs, that it is not excluded from any federal or state healthcare program, and that its Job Postings are accurate.

3. The Company further represents that it performs the credentialing steps described in Section 3.2 for each Temp before the Temp is shown to the Facility.

11. Disclaimers

EXCEPT AS STATED IN SECTION 10, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. THE COMPANY DOES NOT WARRANT ANY TEMP'S CLINICAL JUDGMENT, PERFORMANCE, OR CONDUCT AND IS NOT RESPONSIBLE FOR PATIENT CARE.

12. Limitation of Liability

1. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, ARISING OUT OF THIS AGREEMENT.

2. THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE SERVICE FEES (EXCLUDING TEMP PAY) THE FACILITY PAID THE COMPANY IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.

3. These limits do not apply to: (a) the Facility's payment obligations, including cancellation and conversion fees; (b) either Party's indemnity obligations; (c) breach of Section 7 or Section 8; (d) a Party's gross negligence, willful misconduct, or fraud; or (e) claims for personal injury or death caused by a Party's negligence.

13. Indemnification

1. By the Facility. The Facility will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from all claims, losses, liabilities, damages, fines, and costs (including reasonable attorneys' fees) arising from: (a) the Facility's premises, equipment, or employed staff; (b) patient care provided by the Facility or its employed staff; (c) the Facility directing a Temp to work outside the posted role or the Temp's scope of practice; (d) discrimination, harassment, retaliation, or injury suffered by a Temp caused by the Facility or its staff;

(e) any claim that a Temp is the Facility's employee arising from the Facility's control over the Temp beyond Section 2.2; (f) the Facility's breach of this Agreement or violation of law; or (g) a privacy or security incident caused by the Facility.

2. By the Company. The Company will defend, indemnify, and hold harmless the Facility from claims arising from: (a) the Company's gross negligence or willful misconduct in performing the credentialing in Section 3.2; (b) a security incident in the Platform caused by the Company; or (c) a claim that the Platform infringes a third party's U.S. intellectual property rights.

3. Temp professional negligence. Claims arising from a Temp's own professional negligence will be tendered to the Temp and the Temp's professional liability insurer. The Company will provide the Temp's insurance information and the relevant PWR on request.

4. Procedure. The indemnified Party will give prompt written notice (delay relieves the indemnifying Party only to the extent prejudiced), allow the indemnifying Party to control the defense, and cooperate reasonably. No settlement may admit fault for, or impose obligations on, the indemnified Party without its written consent.

14. Term and Termination

1. Term. This Agreement lasts one (1) year from the Effective Date and renews automatically for successive one-year terms unless either Party gives thirty (30) days' notice of non-renewal.

2. Termination for convenience. Either Party may terminate on thirty (30) days' written notice.

3. Termination for cause. Either Party may terminate immediately on written notice if the other materially breaches this Agreement and fails to cure within ten (10) days after notice, or immediately and without a cure period for non-payment beyond thirty (30) days, loss of a required license, exclusion from a healthcare program, or insolvency.

4. Effect. Confirmed Jobs scheduled before termination will be completed unless cancelled under Section 4.4. All amounts owed become due on termination.

5. Survival. Sections 2, 5 through 8, and 11 through 16 survive termination.

15. Dispute Resolution

1. Negotiation. Senior representatives of the Parties will try in good faith to resolve any dispute for thirty (30) days after written notice.

2. Arbitration. Unresolved disputes will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in Fairfax County, Virginia. The Federal Arbitration Act applies. Judgment on the award may be entered in any court of competent jurisdiction.

3. Collections and injunctive relief. The Company may sue in any court of competent jurisdiction to collect unpaid fees, including conversion fees, and either Party may seek injunctive relief in court to protect its confidential information or intellectual property, without first arbitrating.

4. Individual claims; jury waiver. Claims may be brought only individually, not in a class or representative action. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

5. Fees. The prevailing Party may recover its reasonable attorneys' fees and costs.

16. General

1. Governing law and venue. This Agreement is governed by Virginia law, without regard to conflict-of-laws rules. Subject to Section 15, the state and federal courts in Fairfax County, Virginia have exclusive jurisdiction.

2. Entire agreement. This Agreement, the Platform Terms of Use (tempworkhub.com/terms), and each accepted Job Posting are the entire agreement between the Parties and supersede all prior understandings. If they conflict, this Agreement controls.

3. Amendments. The Company may update this Agreement on thirty (30) days' notice through the Platform or by email; continued use after that is acceptance. Changes to Section 6 require the Facility's affirmative electronic acceptance and apply only to Temps introduced after it.

4. Assignment. The Facility may not assign this Agreement without the Company's written consent. The Company may assign it to an affiliate or a successor in a merger, acquisition, or sale of substantially all its assets.

5. Notices. Notices to the Company go to admin@tempworkhub.com and 11813 Brockman Ln., Great Falls, VA 22066; notices to the Facility go to the email of its account administrator. Email notice is effective when sent.

6. Severability. An unenforceable provision will be enforced to the maximum extent permitted and reformed to the minimum extent needed; the rest remains in effect.

7. Waiver; force majeure. A failure to enforce is not a waiver. Neither Party is liable for delays caused by events beyond its reasonable control, except payment obligations.