2.1 Company will endeavor to pay Contractor within two to five (2-5) business days of the workout session provided to a Company customer by the Contractor. Company shall pay the Contractor an amount equal to an agreed upon rate for a one hour Session as set up by the Contractor on the Company's marketplace platform (or other time increments and corresponding payment rates agreed to by the Company and Contractor) plus a driving fee calculated based on total mileage driven one-way to client from home address, which is determined by the Company. The Session rate paid to the Contractor is agreed to between Company and Contractor when the Contractor fills out their trainer profile and is heavily influenced by variables such as the Contractor's number of years of personal training experience, the kind of training certification(s) and/or academic degrees the Contractor has obtained at the time of entering into a working engagement with Company, as well as what the Company determines is realistic for seniors to pay in a given individual geographic market.

The Company may also also pay a cancellation fee based the following scenario:

• More than 12 hours before the session: No charge.
• Less than 12 hours before the session: 100% of the session fee is charged.

The trainer is entitled to charge 100% of a scheduled session fee in the event a customer never cancels and the trainer shows up for the session and the client is not able to attend the session; an exception to that rule includes a sudden, unanticipated illness or injury to the client. The payment made to the Contractor by the Company will be net of applicable processing fees and applied discounts to the individual session. In the event of a 100% discounted session, the Company will not pay a cancellation fee to the Contractor as it is a mutually shared risk.

2.2 The Company pays Contractors electronically using Stripe; the Contractor shall be responsible for ensuring the banking details are up to date for the Company's Stripe account. If the Contractor fails to set up Stripe before visiting an ElderFIT customer the Company reserves the right to remove the Contractor as the designated trainer for the customer.

3.1 Trainer and Customer Acquisition. The Company shall use its proprietary website application and technology to allow trainers / Contractors and customers to find and sign-up for Company's services; trainers will sign up to become Independent Contract personal trainers / Contractor to provide fitness training services to senior Customers within their homes, in 3rd party gyms, in residential facilities that may include a gym or room available for seniors to use. Customers will find, select and request that trainers / Contractor who are in close geographic proximity drive to where the senior Customers are to provide personal fitness training to one or more senior Customers. Customers and Trainers / Contractor will use the Company's website application to coordinate setting up dates and times for training sessions; it will also enable any in-app and SMS text communications between the Customers and trainers / Contractor; the Company's website app will collect payments for every training session immediately upon completion of a session. The Company shall endeavor to pay Contractor within 2-5 business upon the Contractor marking the session as ‘Complete;' payment shall happen by an electronic funds transfer using the Company's designated 3rd party payment processing solution (Stripe or another solution the Company deems is most useful) at or shortly after the moment funds are secured from the Customer's credit card; the Company reserves the right to pay the Contractor at a later date and cadence pending changing business conditions. Payment is triggered when the designated time and duration of the actual training session has passed, and the Contractor properly fills out the Training Notes for the session and submits the notes and ‘completes' the session. Note that the Company reserves the right to change how the completion of a booking session is processed inside the ElderFIT platform or other related technology, and will alert the Contractor of any new changes to the session completion and payment processing. The first-ever payment to a Contractor from Company may take longer to allow for proper set up of Contractor's bank and successful payment transfer; the Company is not in control of the actual timing of payment to Contractor, though it does reserve the right at a future date to change the timing of payouts to Contractors; Company will notify Contractors of any such payment timing changes and how the process will work.

Contractor shall not accept training session fees, or other compensation such as a monetary tip, outside of the Company's website application / technology directly from a senior Customer or another responsible party related to the senior; the Contractor agrees to not work one-on-one with a Customer of the Company directly and outside of the Company's website application and related technology or it will be in violation of the terms of this agreement; this is covered in more detail in section 4.8.8 below. The Company reserves the right to make changes to its website application and related technology, as well as the workflow requirements the Contractor will need to comply with in order to be listed as a trainer on the Company's training platform.

If the Contractor / trainer fails to complete any part of the ElderFIT client fulfillment process, whether it involve reviewing new client booking requests and responding to them within 12 hours time or less, communicating with ElderFIT clients or prospects with professionalism, accuracy and timeliness, conducting every in-person visit with professionalism based on best-practices personal training, scheduling future visits to keep ElderFIT clients on their requested workout frequency as indicated in their client profile, and more – then the Contractor is at risk of not being in compliance with this agreement, and the Company is within its right to de-list or deactivate the Contractor (trainer) from its ElderFIT platform or other related technology offerings.

If the Contractor fails to fulfill their duties involving using the ElderFIT platform to confirm future bookings, schedule bookings, or complete bookings then needs to help of ElderFIT to fulfill those requirements in order to complete a booking or get paid for a booking the Contractor completed in person but failed to complete in the ElderFIT platform – any interventions by the Company on behalf of the Contractor caused by a lapse of the Contractor may be subject to a flat processing fee or per booking fee calculated as a percentage of the Contractor's total fee. These Intervention Fees result from manual interventions by the Company and are calculated at the discretion of the Company.

3.2 Transportation. The Company's website app / fitness marketplace will connect senior customers to personal trainers / Contractor for in-home/in-gym training, which will require the trainer / Contractor to have a valid driver's license and reliable transportation to and from Customer locations, which could include public transportation. Personal trainer / Contractor must have current vehicular insurance for their primary transportation and assume any and all risks associated with driving to and from Customers.

4.1 Contractors. Contractor hereby certifies that he / she is qualified to provide responsible and safe personal training to senior Customers. Contractor must provide proof of valid and current certification from an accredited personal training education organization upon registering to be considered for a role as personal trainer for the Company and its website app / fitness marketplace. Contractor warrants that it will continuously engage in the training and practice required to maintain its personal training certification (and/or any other related certifications) needed to deliver responsible and safe instruction to senior Customers.

4.2 All Contractors will be required to complete a Background Check.

4.3 Subcontracting. The Contractor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement.

4.4 Anti-Discrimination Laws. Contractor agrees and certifies that, except as permitted by law, no person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, sexual orientation or any other impermissible basis under the law, be excluded from participation in, or be denied the benefits of the services provided pursuant to this Agreement, and Contractor agrees not to discriminate on said grounds in the delivery of Programs. Contractor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.

4.6 Absences. Contractor shall manage the Company's customers it works with through the Company's ElderFIT platform. Responsibilities include notifying Company's customers of any planned absences and/or need to reschedule currently scheduled training sessions. Should the absence be in excess of two (2) weeks the Contractor should contact the Company to let them know in advance of the absence and ensure any customers are properly notified; in some cases, a substitute Contractor may be provided to allow the Customer to continue receiving valuable fitness services they rely upon for their health and wellness needs.

In the event of illness, Contractor is required to notify customers at least twelve (12) hours prior to any session cancellation and endeavor to reschedule the canceled session(s).

4.6.1 Company urges Contractor to NOT cancel Sessions with clients, rather to reschedule them at an alternative date and time; Contractors are highly encouraged to meet with Customers and avoid cancellations and Session reschedulings as much as reasonably possible; persistent and frequent cancellations and rescheduling of Sessions may be deemed as failure to comply with this Agreement and result in suspension or termination as a certified trainer on the Company's website app / fitness marketplace.

4.6.2 When canceling or rescheduling a fitness training session with Customers, Contractor shall contact all customers as soon as possible via the Company's website app's CHAT - SMS text feature. At least 48 hours advance notice of Contractor-initiated cancellations or rescheduling is preferred.

4.7 Contact Information. Contractor is required to notify Gym in writing of any name, address, telephone number, email, website or direct deposit payment changes within forty eight (48) hours of such change.

4.8 Other Requirements. Contractors shall:

4.8.1 Cooperate fully with all reasonable requests from company staff;

4.8.2 Maintain the highest degree of Customer safety possible whether in Customer's home or at a 3rd party location such as a gym or residential center;

4.8.3 Immediately report to the Company any injuries or medical issues resulting from fitness sessions provided by Contractor to Customers of Company;

4.8.4 Injuries or Damages. Immediately report to the Company any injuries sustained by Contractor, or damages Customer property/home/3rd party location either already in place or caused by the Contractor's fitness session, any of which could cause potential injury to a Customer or require maintenance repairs. Contact the Company Staff staff by phone or email;

4.8.5 Know any applicable facility rules and regulations where Contractor will provide fitness instruction to Customer (e.g., 3rd party gym, senior residence workout room or community center);

4.8.6 Abide by all Company Code of Professional Conduct.

4.8.7. Contractors may not provide guidance on any other fitness related topics that do not immediately pertain to the exact nature of the services provided; Contractors providing fitness instruction may not represent themselves as nutrition experts and provide nutrition advice as part of or separate from the Company's service as documented and agreed-upon by the Customer within the website app.

4.8.8. Any attempt by Contractors to work with Customers provided by the Company and its related website app is strictly prohibited and may result in immediate dismissal from the Company's website app / fitness marketplace; Any attempt by Contractor to secure clients for their own private trainer business will be a direct breach of this agreement and the Company reserves the right to uses any legal measure available to it, which may include pursuing the Contractor legally through the courts seeking include injunctions and monetary damages from the Contractor.

4.8.9. Any attempt by the Contractor to communicate with an ElderFIT Customer outside of the website app is prohibited given that ElderFIT owns the customer relationship and prefers to be able to track all communications to ensure Contractors are adhering to ElderFIT's professional code of conduct and Customers are adhering to their customer agreement. The Contractor is responsible for keeping all communications within the CHAT function of the ElderFIT website app. Should the Contractor or Customer feel it necessary to communicate outside of the ElderFIT website app, it should be done with prior approval from appropriate Company staff and on an exception basis.

4.8.10. Contractors may be required to do additional training as determined necessary by the Company in order to ensure that Contractors have the proper knowledge and experience needed to conduct safe, effective fitness and wellness related services for the Company's customers. Such training may be offered by the Company and its staff or ther Contractors, or it may be offered by a certified 3rd party training organization. Such training may be mandatory and any and all costs will be paid for by the Contractor, unless otherwise agreed to by the Company.

4.8.11. Contractors are required to obtain and keep in force a professional liability insurance with minimum coverage of $1,000,000 per incident; the professional liability insurance must be voluntarily sent to the Company prior to serving any customers of the Company and be maintained in a current status while they remain on the Company's website application (ElderFIT platform). Failure to provide and maintain current professional liability insurance will result in the Contractor being deactivated as a trainer on the Company's website app (ElderFIT platform).

4.8.12. Contractors are required to keep their address, rate of hourly payment, hours of availability on their schedule up to date on the Company's website app (ElderFIT platform). Contractor is discouraged from increasing their rate in excess of 10% in any calendar quarter and no more than 25% in a calendar year to ensure that the Company's customers are not shown one advertised rate only to have that rate increased by double digits and potentially made unaffordable. A ‘bait-and-switch' tactic is prohibited and could result in a Contractor's or deactivation or delisting on the Company's website app (ElderFIT platform).

4.8.13. The Company reserves the right to delist or deactivate Contractors for non compliance with and existing or new Company policies herein or promulgated to Contractors as emails or communicated verbally.

5.1 Unless otherwise indicated, all notices, demands, requests or approvals, including change of address notices, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on

5.2 All notices, demands, requests or approvals from Gym to Contractor shall be addressed to Contractor at the contact information provided on the signature page of this Agreement.

The parties intend and agree that at all times during the performance of services under this Agreement that Contractor shall act as an Independent Contractor and shall not be considered an agent or employee of Company. As such, the Contractor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance. The contractor also agrees to provide professional liability insurance up to $1,000,000 per incident as required by the Company and described more fully below. Company shall not be liable for any payment or compensation in any form to Contractor other than as provided herein. Contractor is prohibited from using other independent contractor fitness trainers and Contractors who provide the same or similar fitness related services. Company shall provide Contractor with applicable IRS forms at the end of the calendar year for all fees paid to Contractor.

7.1 General Liability Insurance. (Circle One Below)

A. Contractor must provide and maintain at all times general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall carry a general liability special endorsement naming the Company. Evidence of insurance certificate shall be provided to and approved by the Company.

7.1.1 Contractor's insurance coverage shall be primary insurance and/or primary source of recovery as respects to Company, its elected or appointed officers, agents, officials, employees and volunteers with respect to all claims, losses or liability arising directly or indirectly from the Contractor's operations or Service provided to the Company's Customers. Any insurance or self-insurance maintained by Company, its officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

7.1.2 Said policy must also provide a written thirty (30) day notice of cancellation (ten (10) day written notice for non-payment of premium) to the Company at the email and/or physical mailing address listed herein.

7.2 Automobile Liability Coverage. If Contractor's duties involve transporting Customers or guests to 3rd party locations to provide fitness Sessions, or for any other purpose, Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement.This includes any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence, or as approved by the Company.

8.1 All Contractors and their Representatives are required submit to and pass a criminal background investigation by providing a social security number to the Company and/or a 3rd party background check service approved by the Company at least five (5) calendar days prior to providing personal training or related wellness services to any of the Company's senior customers. Such Contractors are required to pay for any and all costs associated with the background check; the Company may agree to waive the cost, however it will only do so upon request or on an exceptional basis. Background checks may be required to be updated every two (2) years.

All Customer information including physical addresses, entry codes to Customer property, contact information, healthcare related information such as pre-existing medical conditions and prescription medications, and any other such information or documents received from the Customer by the Company or Contractor in connection with the execution of the services provided by the Contractor, shall remain the property of the Company. The Contractor shall not release such information to others without the prior written authorization by the Company. The Contractor shall not use such information for any other purpose than those authorized by the Company. All such information as described above shall be used by the Contractor solely for administration of duties related to working with the Company's Customers. Contractor will take reasonable steps consistent with the law to prevent distribution of such information. Contractor's obligations under this Section shall survive the termination of this Agreement. Contractors may not create a website app / fitness marketplace using any knowledge gained by participating in the Company's proprietary fitness marketplace / website app.

Contractor shall not include Company's name, logos or insignia, or photographs of the Program site or participants, pertaining to Contractor's services in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of the Company and Customers.

All Contractors must have and maintain on an ongoing basis valid training, knowledge, licensing, and skill to provide safe and effective instruction related to personal fitness and overall wellness.

12.1 General. Contractor shall indemnify, defend and hold harmless Company, its elected and appointed officers, employees, agents, representatives, the Company owners, boards, investors, and commissions ("Indemnified Parties") with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Contractor, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, Contractor shall not be required to indemnify Company from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties.

12.2 Intellectual Property. Contractor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against Company for any intentional or unintentional violation by Contractor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Contractor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the effective date of this Agreement.

Company has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving two (2) calendar days prior written notice to Contractor. In the event of termination under this Section, Company shall pay Contractor for any fitness or other wellness sessions provided and successfully completed by Contractor on or before the effective date of termination.

14.1 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted

14.2 Waiver. A waiver by Company of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition.

14.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and Agreements of whatsoever kind or nature are merged herein. No verbal Contract or implied covenant shall be held to vary the provisions herein.

14.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits attached hereto, the terms of this Agreement shall govern.

14.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and Gym and approved as to form by the Gym Attorney.

14.6 Controlling Law and Venue. The laws of the State of Texas shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of __Travis_______, State of Texas.

14.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. The Company does reserve the right to disallow a trainer Contractor to join the Company's ElderFIT platform should the Contractor not meet its minimum qualifications for being able to perform their training duties fully and with the safety of senior customers in mind.

14.8 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 the Agreement or any other rule of construction which might otherwise apply.

14.9 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

14.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees.