INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made between Hubavet, Inc. ("Hubavet"), and the Independent Contractor (DVM), a Veterinarian licensed by the State of California or any state that permits the use of veterinary telehealth, (hereinafter referred to as “Contractor”). By agreeing to make an account as a Contractor the DVM acknowledges and understands and agrees to all the terms stated in the Agreement.

RECITALS

WHEREAS, Contractor is a licensed veterinarian practicing and doing business in the State of California or any other state that permits the use of veterinary telehealth and is engaged in the practice of veterinary medicine and surgery.

WHEREAS, Contractor maintains his or her own veterinary practice apart from contracting with Hubavet.

WHEREAS, Contractor wishes to provide veterinary telehealth services to clients with animals located within California or any other state that permits the use of veterinary telehealth.

WHEREAS, the Parties agree that Hubavet shall provide services through the Hubavet App that shall facilitate Contractor providing telehealth services in California or any state that permits the use of veterinary telehealth.

NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, the Parties agree as follows:

DEFINITIONS

“Telehealth”

means the mode of delivering veterinary medicine via electronic

communication technologies to facilitate the diagnosis, consultation, care

management, or treatment of an animal patient, and includes, but is not limited

to, real-time video and audio communication; real-time, two-way audio

communication; and electronic transmission of images, diagnostics, data, and

medical information.1

“Veterinarian-client-patient relationship” (“VCPR”) means a relationship that exists if all of the following conditions are met:2

A. The veterinarian and client agree to the veterinarian assuming responsibility for making medical judgments regarding the health of the animal patient.

1 Business & Professions Code Sec1on 4825.1(g). 2 Business & Professions Code Sec1on 4826.6 (a).

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  • The veterinarian has sufficient knowledge of the animal patient to initiate at least a general or preliminary diagnosis of the medical condition of the animal through a recent observation and examination, either in person or using real-time video communication, of the animal or of a group of animals of which the patient is a part, or through medically appropriate and timely visits to the premises where the animal, or the group of animals of which the patient is a part, is kept.

  • The veterinarian assumes responsibility for providing medical assessments regarding the health of the animal patient and shall communicate with the patient owner, a medical diagnosis, a treatment plan, and any diagnostic or therapeutic plan appropriate for the animal patient.

  • A VCPR may not be established solely through audio-only communication or by a questionnaire.

“Confidential Veterinarian Information” is defined as information concerning: (1) an animal receiving veterinary services; (2) the client responsible for the animal; and (3) the veterinary care provided to the animal. This information is protected from disclosure by California or any state that permits the use of veterinary telehealth.3

“Synchronous” is defined as a real-time interaction between a client and animal patient with a veterinarian who is licensed in this state and located at a distant site.

AGREEMENT

1. Services to Be Performed. Contractor agrees to provide veterinary care in the form of telehealth services through the Hubavet App for clients located within the State of the contractor is licensed to practice in. Contractor shall provide these services when requested of them as indicated through the Hubavet App.

Contractor shall abide by all requirements and restrictions of the Veterinary Medical Practice Act in providing telehealth services, including those amendments and modification mentioned in Business & Professions Code Section 4826.6 and California Assembly Bill 1399, and as outlined in the Professional Disclosure Agreement, attached as Exhibit A. Contractors outside of California shall abide by all requirements and restrictions of the Veterinary Practice Act and professional codes of the state the individual contractor is licensed to practice in.

Contractor retains sole and absolute discretion and judgment in the manner, method, and means of performing Contractor’s duties under this Agreement. This shall include, but not be limited to, Contractor’s right to prescribe, treat, and diagnose in accordance with Contractor’s professional judgment. Hubavet shall not have any right to control or determine the means or methods used by Contractor.

3 Business & Professions Code sec1on 4857.

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Scheduled appointments will be covered within the duties to be performed by Contractor as well as emergencies or nonscheduled consultations that may arise, with acceptance and timing of such duties to be at the discretion of Contractor.

Contractor shall retain the right to either personally perform the duties covered by this Agreement, or refuse to provide services based on Contractor’s own professional judgment. Contractor also has the obligation under the Business & Professions Code to provide that client with a referral to a veterinarian local to the client that can provide in-person services if the client wishes or if telehealth is inappropriate to meet the client’s needs, as outlined in the disclosure attached as Exhibit A. Hubavet may not control, direct, or supervise Contractor’s subcontractors, assistants, or employees in the performance of those services. Contractor assumes full and sole responsibility for the payment of all compensation and expenses of these assistants.

Contractor shall perform services under this Agreement using Contractor’s own supplies, tools, and instrumentalities.

2. Payment. In consideration for the services to be performed by Contractor, Hubavet agrees to pay Contractor in accordance with Contractor’s Schedule of Fees attached as Exhibit B. The amount of fees charged for services may change from time to time, and Contractor shall provide a new fee schedule attachment as the fee schedule is updated. Contractor shall be paid within a reasonable time after Contractor submits an invoice to Hubavet. The invoice should include the following: an invoice number, the dates covered by the invoice, and a summary of the work performed. The Contractor fees are subject to change as deemed necessary by Hubavet.

3. Expenses. Hubavet shall reimburse Contractor for expenses that are attributable directly to work performed under this Agreement. Contractor shall submit an itemized statement of Contractor's expenses. Hubavet shall pay Contractor within 30 days after receipt of each statement.

4. Vehicles and Equipment. Contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. Hubavet will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.

5. Independent Contractor Status. Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Hubavet's employees. In its capacity as an independent Contractor, Contractor agrees and represents, and Hubavet agrees, as follows:

• Hubavet acknowledges and agrees that Contractor shall have the right to engage in independent veterinary practice and shall have the right to

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provide relief or other veterinarian services to any other person or entity, before, during, and after the term of this Agreement.

  • Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed.

  • Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.

  • Neither Contractor nor Contractor's employees or contract personnel shall be required to wear any uniforms provided by Hubavet.

  • The services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel, and Hubavet shall not hire, supervise, or pay any assistants to help Contractor.

  • Neither Contractor nor Contractor's employees or contract personnel shall receive any training from Hubavet in the professional skills necessary to perform the services required by this Agreement.

  • Neither Contractor nor Contractor's employees or contract personnel shall be required by Hubavet to devote full time to the performance of the services required by this Agreement.

  • Contractor shall conduct Contractor’s business in a manner compliant with the laws and professional standards set forth by the California Veterinary Medical Board, the American Veterinary Medical Association, and in accordance with the values and ethics of the veterinary profession. Hubavet agrees that it will in no way interfere with Contractor’s professional and ethical obligations. Contractors outside of California shall abide by all laws and regulations governing veterinary telehealth in the individual Contractors state of licensure.

  • Contractor shall maintain his or her own liability insurance, to disclose to Contractor’s insurer this relationship, and if requested, provide proof of such insurance to Hubavet.
    6. Business-to-Business Relationship. The parties enter this Agreement in consideration of and compliance with Labor Code section 2776, hereby warrant that Contractor practices as a veterinarian as either a sole proprietor or a professional or other corporation, to provide services to another such business. Contractor also warrants that Contractor provides services to others outside of this contract, including the same type of services as set forth in this contract.
    Nothing in this Agreement shall be construed to establish either party as a partner, employee, or agent of the other, nor shall either party have authority to

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bind the other in any respect, it being intended that each shall remain an independent business entity solely responsible for its own actions. No employee or agent of one party hereto shall be considered an employee or agent of the other party hereto.

7. Business Licenses, Permits, and Certificates. Contractor represents and warrants that Contractor and Contractor's employees and contract personnel will comply with all federal, state, and local laws requiring licenses, business permits, and certificates required to carry out the services to be performed under this Agreement, including those requirements under the Veterinary Medical Practice Act.

8. State and Federal Taxes. Hubavet 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 Hubavet with proof that such payments have been made.
    9. Fringe Benefits. Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Hubavet.
    10. Unemployment Compensation. Hubavet shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
    11. Workers' Compensation. Hubavet shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide Hubavet with a certificate of workers' compensation insurance before the employees begin the work.
    12. Insurance. Hubavet shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Contractor is

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responsible for obtaining and maintaining their own insurance to the extent required in the operation of their business, including medical, workers’ compensation, malpractice, and professional practices liability insurance.

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

14. Term of Agreement. This agreement will become effective when signed by both parties and will terminate on the earlier of:

  • One (1) year from the effective date of this Agreement;

  • The date a party terminates the Agreement as provided below.
    15. Terminating the Agreement. Either party may terminate this Agreement at any time by giving seven (7) days' written notice to the other party of the intent to terminate.
    16. Exclusive Agreement. This is the entire Agreement between Contractor and Hubavet.
    17. Modifying the Agreement. This Agreement may be modified only by a writing signed by both parties.
    18. 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. 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. 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.
    19. Confidentiality. Contractor acknowledges that it will be necessary for Hubavet 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 Hubavet. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Hubavet without Hubavet’s prior written permission except to the extent necessary to perform services on Hubavet’s behalf.
    Proprietary or confidential information includes:

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  • The written, printed, graphic, or electronically recorded materials furnished by Hubavet for Contractor to use;

  • Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Hubavet 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; and

  • Information belonging to customers and suppliers of Hubavet about whom Contractor gained knowledge as a result of Contractor's services to Hubavet.
    Upon termination of Contractor's services to Hubavet, or at Hubavet request, Contractor shall deliver to Hubavet all materials in Contractor's possession relating to Hubavet’s business. Contractor acknowledges that any breach or threatened breach of Clause 18 of this Agreement will result in irreparable harm to Hubavet for which damages would be an inadequate remedy. Therefore, Hubavet 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 Hubavet’s rights and remedies otherwise available at law.
    20. No Partnership. This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Hubavet’s behalf.
    21. Assignment and Delegation. Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Hubavet’s prior written approval.
    22. Applicable Law. This Agreement will be governed by California law, without giving effect to conflict of laws. All Contractors outside of California shall abide by all laws and regulations governing veterinary telehealth in the state of the individual Contractors licensure.

  • principles.
    SIGNATURE PAGE TO FOLLOW

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Hubavet/Contractor:

By proceeding with the making of a Contractor account on the Hubavet platform, I certify that I have carefully read and understand the above statements. I have had all my questions answered. I understand that this informed consent will become a part of my contract. I acknowledge and agree to all the terms and conditions of Hubavet inc.

Attachments:

Exhibit A: Veterinary Disclosure Agreement Exhibit B: Compensation Rate Sheet

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