INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and entered into as of

…....................... by and between Stillwater Respite Care Inc(“Company”), and

…………………………………………………..

WHEREAS, the Company desires to engage the services of the Contractor in an independent contractorship, and the Contractor desires to provide neccessary services to the Company, both parties agree to the following terms and conditions:

1. Services to Be Provided

1.1 The Contractor agrees to provide the following services (“Services”):

The Company may offer contracts  to the Contractor according to the Contractor's expertise (the "Services"). The Contractor has the option to either accept or decline any proposed contracts for any reason. If an Engagement is accepted, the Company and the Contractor will mutually agree on the specific terms, including but not limited to: (i) working hours; (ii) location; (iii) compensation; and (iv) scope of the Engagement.

- Any additional services as may be agreed upon in writing by both parties.

2. Term of Agreement

2.1 This Agreement shall commence on …………….and shall continue until............. or until

terminated by either party in accordance with Section 6 of this Agreement.

3.  Compensation

3.1  The Company agrees to pay the Contractor the sum of $ per hour for the Services provided under this Agreement.

3.2  The Contractor shall submit invoices to the Company on a monthly basis. Payment shall be made within thirty (30) days of receipt of an invoice.

4. Independent Contractor Relationship

4.1  The Contractor is an independent contractor and not an employee of the Company. Nothing in this Agreement shall be construed to create an employer-employee relationship between the Company and the Contractor.

4.2  The Contractor shall have no authority to act as an agent of the Company or to enter into any agreements on behalf of the Company.

4.3  The Contractor shall be responsible for all taxes, including self-employment taxes, and any other assessments, liabilities, or obligations imposed by law arising out of the performance of the Services.

5.  Confidentiality and Non-Disclosure

5.1  The Contractor agrees to maintain the confidentiality of any proprietary or confidential

information disclosed by the Company during the term of this Agreement and thereafter.

5.2  Confidential information includes, but is not limited to, business strategies, financial

information, client information, and any other information that is not publicly available.

5.3  The Contractor shall not disclose, use, or permit the use of any confidential information for any purpose other than to perform the Services under this Agreement without the prior written consent of the Company.

6. Non-Competition

6.1  During the term of this Agreement, the Contractor agrees not to engage in any business or perform any services, directly or indirectly, that are in competition with the business of the Company without the prior written consent of the Company.

6.2  This non-competition clause shall apply within the geographic area in which the Company operates and to the extent necessary to protect the Company’s legitimate business interests.

7. Termination

7.1  Either party may terminate this Agreement at any time, with or without cause, by providing ten

(10) days written notice to the other party.

7.2  The Company may terminate this Agreement immediately upon written notice if the Contractor breaches any material term of this Agreement and fails to cure such breach within fifteen (10) days of receiving notice of the breach.

8. Indemnification

8.1  The Contractor agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, liabilities, damages, or expenses (including reasonable attorney’s fees) arising out of or related to the performance of the Services or any breach of this Agreement by the Contractor.

8.2  The Company agrees to indemnify, defend, and hold harmless the Contractor from any claims, liabilities, damages, or expenses (including reasonable attorney’s fees) arising out of or related to the Company’s operations or any breach of this Agreement by the Company.

9. Miscellaneous

9.1  This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

9.2  This Agreement may not be amended or modified except in writing signed by both parties.

9.3  This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

9.4  If any provision of this Agreement is found to be invalid or unenforceable, the remaining

provisions shall continue in full force and effect.

10. Notices

10.1  All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or mailed by registered or certified mail, return receipt requested, to the addresses specified below or to such other addresses as may be specified in writing by the parties:

Company:

Stillwater Respite Care Inc

Lt27-400 Skyline Avenue,

London, Ontario

Email: info@stillwaterrespitecareinc.com

Contractor:

Name Address

Email Address Contact Number

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above

written.