Independent Contractor Agreement for Educator

This Agreement (“Agreement”) is entered into by and between Nbparents, a dba of UJ, LLC, a California limited liability company (“Company”), and any individual/ company who accepts this Agreement through the Company’s platform and provides instructional services as an educator(the “Contractor”).

The Company and Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

This Agreement applies immediately upon Contractor’s acceptance via the Company’s platform and continues for as long as Contractor provides services through the platform. Contractor acknowledges that the Agreement is available for review on the platform at any time and may be updated by the Company at its discretion, without separate notice.

1. RELATIONSHIP OF THE PARTIES

1.1 Contractor is engaged as an independent contractor, not an employee of the Company. Nothing in this Agreement shall be construed to create an employer-employee relationship.

1.2 Contractor shall be solely responsible for all taxes, including federal, state, and self-employment taxes, arising from compensation paid under this Agreement.

1.3 Contractor is not entitled to benefits, including but not limited to health insurance, retirement plans, paid leave, or workers’ compensation coverage provided to employees of the Company.

1.4 Contractor acknowledges that the Company’s core business is to provide a comprehensive platform and administrative support for independent instructional contractors, including but not limited to services such as online student enrollment, coordination and setup of physical classrooms, provision of teaching resources and materials, instructional training, and marketing or promotional support. Contractor is retained to provide in-person instructional services at physical locations or classrooms offered through the Company’s platform. Contractor conducts such instructional services independently as part of Contractor’s own business.

Contractor retains discretion to select from the available locations, schedule, and instructional methods for providing services. While Contractor must deliver services in accordance with the Company’s curriculum, quality standards, and learning objectives, such requirements are intended solely to ensure quality outcomes and do not control the manner or means of Contractor’s work.

Specifically, Contractor shall:

(a) Conduct all classes on time at the locations and schedules chosen by Contractor;

(b) Complete all lesson content, assessments, and student evaluations;

(c) Ensure services meet the instructional standards, learning objectives, and quality expectations set by the Company.

2. SERVICES

2.1 Contractor agrees to provide in-person instructional services in [Subject/Program] on a part-time basis.

2.2 Contractor shall perform all services in accordance with the scope, deliverables, milestones, and timeline detailed in Attachment A. While the Contractor retains discretion over the methods and schedule for delivering these services, they must:

(a) Prepare and deliver lesson plans in a timely manner;

(b) Conduct classes covering the full curriculum content as scheduled;

(c) Submit student performance records, attendance, and other deliverables by the agreed deadlines.

3. COMPENSATION

3.1 Contractor shall set and receive the hourly rate or per-session fee of Contractor’s own choosing ("Contractor Rate") for all services rendered under this Agreement. The Company does not impose any minimum, maximum, or otherwise restrict Contractor Rate.

3.2 Payments will be made on a weekly basis.

3.3 Contractor acknowledges and agrees that the Company will issue Form 1099‑NEC for all compensation paid to Contractor of $600 or more in any calendar year, as required by applicable tax law. Contractor shall be solely responsible for all taxes, withholdings, insurance, and benefits associated with Contractor’s compensation.

4. Applicable Licensing and Certifications.

Contractor alone is responsible for identifying and obtaining any required licenses, permits, or registrations before offering services or accepting contracts hereunder. Because the Company does not supervise, scope, direct, control, or monitor a Contractor’s work or performance of services, Contractor must determine for himself/herself whether he or she has the skills and qualifications necessary to perform the specific service at hand.

5. Representations and Warranties.

Contractor represents, warrants, and acknowledges as follows:

5.1 The Company only retains the right to direct the results achieved by Contractor. The Company does not retain the right to control the manner and means by which these results are to be accomplished; provided, however, that Contractor shall perform the Services using Contractor’s best efforts in a manner consistent with professional industry standards.

5.2 Contractor shall determine how Contractor is to perform Services under this Agreement.

5.3 Contractor’s Services shall not be integrated into the Company’s general business operations.

5.4 Contractor will remain directly responsible for the Services performed and will ensure that the work meets the specifications set forth by the Company and the Company’s clients.

5.5 Contractor shall not be required to submit regular written reports. However, the Company may periodically review Contractor’s progress in achieving the goals set forth by the Company with respect to services being rendered for Company clients. Such review is solely for the purpose of monitoring results and quality, and shall not be construed as the Company controlling the manner or means by which Contractor performs the Services.

5.6 Contractor shall agree to promptly disclose to the Company, in writing, if any potentially relevant criminal convictions or removal of relevant licensure arise after the Effective Date.

5.7 Contractor must provide Contractor’s own tools. The Company is not obligated to provide any materials and/or equipment to Contractor for performance of the duties under this Agreement, but may choose to do so; provided, however, that Contractor will provide the most significant equipment necessary to perform the Services.

5.8 Contractor understands that Contractor must obtain and keep current, at Contractor’s own expense, all permits, certificates, and licenses necessary for Contractor to perform the Services, if any.

5.9 Contractor shall obtain and maintain, at Contractor’s own expense, appropriate general liability and professional liability insurance sufficient to cover any claims or losses arising from the performance of Services under this Agreement. Contractor shall provide the Company with proof of such insurance in the form of a Certificate of Insurance (COI). The Company shall not be responsible for any claims, losses, or damages resulting from Contractor’s failure to maintain adequate insurance coverage.

5.10 Contractor has full power, authority, and capacity to enter into this Agreement and to perform Contractor’s obligations hereunder. This Agreement has been voluntarily executed by Contractor and constitutes a valid and binding agreement of Contractor.

5.11 Contractor has read this Agreement and has had the opportunity to have this Agreement reviewed by Contractor’s legal counsel.

6. CONFIDENTIALITY AND STUDENT PRIVACY

6.1 Access to Confidential Information

Contractor acknowledges that during the term of this Agreement, they may have access to confidential information, including but not limited to student data, teaching materials, and Company business information (“Confidential Information”).

6.2 Duty of Confidentiality

Contractor agrees to maintain strict confidentiality regarding student information and all other Confidential Information. Contractor shall not disclose or use such information for any personal purposes or for the benefit of any third party.

6.3 Return of Materials

Upon termination of this Agreement, Contractor shall return to the Company all materials, documents, and files containing Confidential Information.

6.4 Confidentiality.

Contractor agrees as follows:

For the purposes of this Agreement, “Confidential Information” means all information and data, whether tangible or intangible, relating directly or indirectly to the Company and its business of providing a platform and administrative support for independent instructional contractors, including but not limited to online student enrollment, coordination and setup of physical classrooms, teaching resources, instructional training, and marketing or promotional support, without limitation:

(a) any proprietary information or trade secrets;

(b) any scientific, technical, business, or financial information;

(c) any marketing information, business development information or business plans, prospect information, or marketing analysis or plans;

(d) any client or customer information, customer lists, customer contacts, pricing information, or supplier/vendor lists;

(e) any contracts, agreements, or leases;

(f) systems, processes, software programs, works of authorship, manuals, projects, or plans;

(g) data and analyses thereof;

(h) any proposals, strategies, concepts, analyses, surveys, ideas, or research;

(i) any other non-public information generated by the Company; and

(j) confidential information of any kind in possession of the Company, whether developed for or by the Company (including non-public Work Product, as defined below, and other information developed by Contractor), received from a third party in confidence, or belonging to others and licensed or disclosed to the Company in confidence for use in any aspect of its business.

The list set forth above is not intended by the Company to be a comprehensive list of Confidential Information. All Confidential Information shall be treated as Confidential Information regardless of whether it pertains to the Company or its affiliates or its or their clients and regardless of whether it is stamped or marked as “confidential.” For purposes of this Agreement, Confidential Information shall not include general industry knowledge, information that is publicly available (other than as a result of a breach of this Agreement), and information that becomes available to Contractor on a non-confidential basis from a source other than the Company, provided, however, that such source is not bound by a confidentiality agreement or other obligation with respect to confidentiality.

6.5 Recognition of Value and Obligations

Contractor acknowledges that the success of the Company depends in large part on the protection of the Company’s Confidential Information. Contractor further acknowledges that in the course of performing Services for the Company, Contractor will become familiar with the Company’s Confidential Information. Contractor recognizes and acknowledges that the Company’s Confidential Information is a valuable, special, and unique asset of the Company’s business, access to and knowledge of which are essential to the performance of Contractor’s Services hereunder. Contractor acknowledges that any use or disclosure of the Confidential Information outside the performance of Contractor’s Services for the Company would cause harm and/or damage to the Company.

Both during or after the term of this Agreement, Contractor agrees that it will not, except in the ordinary course of performing Services with the Company, disclose any Confidential Information to any person, firm, business, company, corporation, association, or any other entity for any reason or purpose whatsoever. Contractor also agrees that it will not make use of any Confidential Information for its own purposes or for the benefit of any person, firm, business, company, corporation, or any other entity (except the Company) under any circumstances during or after the term of this Agreement.

Contractor shall consider and treat as confidential all Confidential Information in any way relating to the Company’s business and affairs, whether created by Contractor or otherwise coming into its possession before, during, or after the term of this Agreement. Contractor shall not use or attempt to use any Confidential Information in any manner which has the possibility of injuring or causing loss, whether directly or indirectly, to the Company or its affiliates. Contractor shall not, after the termination of this Agreement, use, disclose, or permit to be used or disclosed, any such Confidential Information, it being agreed that all such Confidential Information shall be and remain the sole and exclusive property of the Company.

Contractor agrees that it is responsible for enforcing this Section as to itself, and if applicable, Contractor’s employees, representatives, and subcontractors. Among other things, Contractor shall take adequate steps to ensure that any employees, representatives, or subcontractors utilized by Contractor agree not to use or disclose the Company’s Confidential Information, except insofar as necessary to advance the best interests of the Company.

18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

6.6 Return of Company Property and Confidential Information.

Contractor represents and warrants that, upon the termination of this Agreement, and without any specific request by the Company, Contractor will promptly return to the Company any and all property, documents, and files (including all recorded media, such as papers, photos, electronic storage devices, electronic files, copies, maps, and other data) that contain Confidential Information or relate in any way to the Company or its business.

Contractor further agrees that, to the extent Contractor possesses any files, data, or information relating in any way to the Company or its business on any personal computer, device, or account, Contractor will return such files and data to the Company and then permanently delete all copies, retaining no copies in any form.

Contractor also agrees to return all other Company property, whether tangible or intangible, prior to the last date of performing Services under this Agreement.

6.7 Restrictive Covenants.

During the Term and for a period of two (2) years (the “Restricted Period”) following the last day of the Term (“Termination Date”), Contractor shall not, anywhere in the United States, engage in the following conduct, whether direct or indirect, on Contractor’s own behalf or on behalf of, or in conjunction with, any person, partnership, corporation, or other entity:

Interfere with the relationship between the Company and any employee, agent, or consultant of the Company who provided services to the Company within the twelve (12) months preceding the Termination Date, including, without limitation, soliciting, inducing, enticing, hiring, employing, or attempting to solicit, induce, entice, hire, or employ any such employee, agent, or consultant of the Company;

Interfere or attempt to interfere with any transaction in which the Company was involved or which was pending during the Term or as of the Termination Date; and/or

Solicit in any manner or perform Services for any of the Company’s clients/customers, prospective clients/customers, or referral sources or prospective referral sources, including, without limitation, soliciting, inducing, or attempting to solicit or to induce any client/customer, prospective client/customer, referral source, prospective referral source, or other business relation of the Company to cease doing business with the Company, reduce the amount of business it does with the Company, or in any way interfere with the relationship between any such client/customer, prospective client/customer, referral source, or prospective referral source, on the one hand, and the Company, its affiliates, subsidiaries, or parents, on the other hand.

For the purposes of this Agreement, a “prospective client/customer” or “prospective referral source” is a person or entity with whom the Company has had any direct communications within the six (6) months preceding the Termination Date regarding proposed services and/or a potential referral relationship.

Contractor may not avoid the purpose and intent of this Section by engaging in conduct through means such as telecommunications, written correspondence, computer generated or assisted communications or other similar methods.

If Contractor violates any of the restrictions contained in this Section, the Restricted Period shall be suspended and shall not run in favor of Contractor from the time of the commencement of any violation until the time when Contractor cures the violation to the satisfaction of the Company; the period of time in which Contractor is in breach shall be added to the Restricted Period.

7. TERM AND TERMINATION

7.1 Term

This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party in accordance with the provisions of this Agreement.

7.2 Termination by the Company

The Company may terminate this Agreement at any time, with or without cause, by providing thirty (5) days’ prior written notice to Contractor, which shall be sent via email to the Contractor’s designated email address. Such email notice shall be deemed effective on the date sent, regardless of whether the Contractor actually opens or reads the email.

Upon receipt of such email notice, Contractor shall immediately cease performing any further Services under this Agreement.

7.3 Immediate Termination for Cause

The Company may terminate this Agreement immediately, without prior notice, in the event of serious misconduct, material breach of this Agreement, or any actions that could reasonably be expected to harm the Company’s business, reputation, or clients.

7.4 Termination by Contractor

Contractor may terminate this Agreement at any time by providing thirty (30) days’ prior written notice to the Company via email to the Company’s designated email address. Such email notice shall be deemed effective on the date sent.

7.5 Payment Upon Termination

Upon termination of this Agreement for any reason, Contractor shall be entitled only to payment for Services satisfactorily performed through the effective date of termination.

No additional compensation or damages shall be owed by the Company.

8. INDEMNIFICATION, LIMITED LIABILITY, AND INSURANCES

8.1 Indemnification

Except insofar as they relate to the Company’s obligations under this Agreement, Contractor, on behalf of Contractor and Contractor’s successors, heirs, beneficiaries, affiliates, subrogees, principals, agents, partners, employees, associates, attorneys, representatives, and assigns, shall waive, release, indemnify, and agree to save, defend, and hold harmless the Company and its respective affiliates, predecessors, successors, subrogees, assigns, parents, subsidiaries, heirs, insurers, and each of their respective officers, directors, trustees, shareholders, agents, attorneys, employees, former employees, and any other related individual or entity, from any and all claims, actions, causes of action, demands, controversies, rights, liabilities, losses, costs, expenses, attorneys’ fees (including, but not limited to, any claim of entitlement for attorneys’ fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys’ fees), damages, medical costs and treatments, death, injury, accident, property damage, or personal loss, whether past, present, or future, resulting from, or arising out of:

(a) any taxes, insurance costs, damages, or other costs arising from or relating to claims that Contractor (or any of Contractor’s representatives) is an employee of the Company;

(b) Contractor’s failure to obtain or maintain insurance coverage as required under this Agreement;

(c) any breach of this Agreement by Contractor;

(d) any act, statement, or omission by Contractor or Contractor’s representatives resulting in any claims, actions, causes of action, or proceedings against the Company or its affiliates;

(e) any claim for workers’ compensation or unemployment compensation benefits; or

(f) any action or omission by Contractor or Contractor’s representatives, whether negligent, intentional, reckless, or otherwise;

(g) any loss, theft, or destruction of property, intellectual or otherwise, related to the performance of Contractor’s Services.

If you are a California resident, you expressly waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

If you are not a California resident, you waive any similar rights under applicable law in your jurisdiction.

8.2 Limitation of Liability

Under no circumstances shall the Company’s liability under this Agreement exceed the total compensation payable to Contractor hereunder, and in no event shall the Company be liable for punitive, exemplary, or consequential damages.

Contractor acknowledges and agrees that, to the fullest extent permitted by law, all risks arising from the performance of Services shall remain solely with Contractor. The Company shall not be liable (whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the Company has been informed of the possibility of such damage) for any of the following: (a) incidental, special, exemplary, or consequential damages, including lost profits, loss of data, or loss of goodwill; (b) service interruptions, computer or system failures; (c) the cost of substitute materials or services; (d) personal or bodily injury, emotional distress, or other harm arising from the Services; (e) any interactions or communications resulting from the Services; or (f) the provision, offer, or delivery of Services.

8.3 Insurance Coverages

Contractor shall be solely responsible, at Contractor’s own expense, for maintaining all required insurance coverages, including general liability and professional liability insurance, for Contractor and any individuals working on Contractor’s behalf. Contractor must maintain such types and amounts of insurance as are acceptable to or required by the Company, and provide proof of such coverage upon request.

8.4 Contingent.

Contractor acknowledges that the Company may, at its discretion and for security purposes, conduct background checks, and Contractor shall fully cooperate with such background checks.

9. INTELLECTUAL PROPERTY

9.1 Work Product

To the extent Contractor creates intellectual property, deliverables, or other work product from or in connection with the Services (“Work Product”) and except to the extent such Work Product is expressly deemed to belong to the clients of the Company, such Work Product shall be the sole and exclusive property of the Company, free from any claim, retention of rights, or ownership by Contractor or its agents.

The Parties agree that all such Work Product shall be considered “works made for hire” under the U.S. Copyright Act, and for all such Work Product, the Company shall be deemed the “author” and shall have sole ownership, title, and interest in all intellectual property rights therein, including copyrights, invention rights, patent rights, and trade secret rights.

Irrespective of whether Work Product qualifies as a “work made for hire,” Contractor, on behalf of itself and its agents, hereby assigns to the Company all rights, title, and interest in and to all Work Product and all intellectual property rights contained or embodied therein.

Contractor further agrees to provide the Company, its designees, and any other person designated by the Company, reasonable assistance to perfect the Company’s rights under this Section, including executing additional documents if necessary. Contractor agrees not to use, sell, license, transfer, assign, or plagiarize any Work Product. Contractor agrees it will not include in any Work Product any intellectual property owned by Contractor or third parties unless a separate written license agreement has been entered into with the Company; if Contractor does so without such license, title to such intellectual property shall be deemed assigned to the Company along with the Work Product.

9.2 Use Outside Company Activities

Any use of Work Product outside of Company activities must be pre-approved in writing by the Company and may be revoked at any time at the Company’s discretion.

10. NON-COMPETE AND NON-SOLICITATION

10.1 Non-Solicitation of Students and Parents

Contractor shall not directly or indirectly solicit, encourage, or provide private instruction to any students or parents who are currently enrolled or have been enrolled in Company programs during the Term of this Agreement and for a period of one (1) year following termination.

10.2 Non-Solicitation of Company Personnel

Contractor shall not directly or indirectly solicit, recruit, or hire any employees, independent contractors, or teachers of the Company during the Term of this Agreement and for a period of one (1) year following the Termination Date.

11. PUBLICITY AND USE OF MATERIALS

11.1 Contractor acknowledges and agrees that the Company may, for marketing, promotional, or platform service promotion purposes, including use Contractor’s name, photograph, video, voice, likeness, or materials related to the services provided under this Agreement.

11.2 Contractor grants the Company a perpetual, worldwide, royalty-free, and transferable license to use, reproduce, display, distribute, or modify such materials in any media or format now known or hereafter developed.

11.3 Contractor understands and agrees that no additional compensation shall be due for such use, and Contractor waives any right to inspect or approve the materials prior to their use.

12. GOVERNING LAW

12.1 Assignment; Subcontracting.

Contractor may not assign this Agreement or any of its rights hereunder, or delegate or subcontract any of its obligations hereunder, without the prior written consent of the Company. The Company may transfer or assign this Agreement and its rights hereunder without the consent of Contractor.

12.2 Waiver and Modification.

No waiver or modification of this Agreement or any covenant, condition, or limitation herein contained, shall be valid unless in writing and duly executed by Contractor and the Company. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

12.3 Venue and Applicable Law.

This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of California without regard to its conflicts of law provisions. Venue and jurisdiction shall be exclusive to California state or federal courts.

12.4 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

12.5 Mandatory Mediation.

Except as provided in Section 12.6 below, in case the parties are unable to resolve any material dispute regarding any matter related to this Agreement or the performance hereunder, the parties shall attempt to resolve such matter by sending a written notice to the other, and each party shall cause its chief executive officer or director of operations with decision-making authority to communicate regarding the substantive (rather than procedural) matters in dispute, or meet, with the other party in order to discuss and attempt in good faith to reach agreement on the matter(s) in question. All written notices shall be delivered via email to ensure timely communication.

If the parties, within fourteen (14) days of their initial meeting or substantive communication, or after such other longer period as the parties may agree upon in writing, are unable to reach agreement on such matter(s) to the reasonable satisfaction of both parties, either party may request in writing that the parties initiate non-binding mediation hereunder (a “Mediation Request”). The party receiving the Mediation Request shall have twenty (20) days from the date on which the Mediation Request is received to deliver to the other party a written response indicating whether it accepts or declines the Mediation Request; provided that failure to respond to a timely Mediation Request within such 20-day period shall be deemed to be a refusal of the Mediation Request. Upon acceptance of a Mediation Request, the parties shall promptly commence the mediation proceeding in accordance with this Section 12.5. In connection with any mediation hereunder, the mediator shall be jointly appointed by the parties and the mediation shall be conducted in California, unless otherwise agreed by the parties. No party shall be obligated to attend mediation proceedings for more than two (2) days. The mediator shall deliver his or her non-binding settlement proposal to the parties within thirty (30) days upon his or her appointment. For the avoidance of doubt, both parties expressly acknowledge that it is in the sole discretion of either party to accept or decline a mediator’s settlement proposal. The fees of the mediator shall be shared equally by the parties. All mediation pursuant to this Section shall be treated as settlement and compromise negotiations. If the parties, within thirty (30) days of their initial meeting or substantive communication, or after such other longer period as the parties may agree upon in writing, are unable to reach agreement, and either (i) a Mediation Request has not been timely delivered, (ii) a Mediation Request has been delivered but not accepted, or (iii) a Mediation Request has been delivered and accepted but parties remain unable to resolve the dispute within ten (10) days of the mediator’s non-binding proposal, then either party may refer the matter to jurisdiction under Section 12.3.

12.6 Injunctive Relief.

Contractor acknowledges and agrees that a breach of sections under 6 of this Agreement by Contractor will result in immediate and irreparable harm, the damages for which will be difficult to ascertain. In the event of a breach of any of the covenants in this Agreement, it is understood that the Company may petition a court of law or equity for injunctive relief in addition to any other relief which the Company may have under the law or under this Agreement. It is hereby further agreed that the provisions of Section 6 are separate from and independent of the remainder of this Agreement and that these provisions are specifically enforceable by the Company notwithstanding any claim made by Contractor against the Company.

12.7 Attorneys’ Fees and Costs.

In the event of a breach of this Agreement by Contractor, the Company shall be entitled to recover from Contractor the Company’s reasonable attorneys’ fees and costs incurred in enforcing the terms of this Agreement.

12.8 Notices.

Contractor acknowledges and agrees that it is the sole responsibility of Contractor to regularly access and review all notices, updates, policies, and other communications (“Notices”) made publicly available on the Company’s platform. All Notices shall be deemed delivered and effective upon being posted on the platform, including updates or modifications, regardless of Contractor’s actual review. By continuing to access or use the platform, Contractor agrees to be bound by all such Notices.

12.9 Severability.

If any provision of this Agreement is held illegal, invalid, or unenforceable, such holding shall not affect any other provision hereof. If any provision is held illegal, invalid, or unenforceable, such provision shall be limited to give effect to the intent of the Parties to the fullest extent permitted by applicable law.

12.10 Entire Agreement.

This Agreement contains the entire agreement between the Parties with respect to the matters contemplated herein. Contractor hereby affirms that this Agreement supersedes and replaces any previous agreements, statements, and representations by or between the Parties. No promises or representations have been made by the Company or Contractor other than those contained in this Agreement concerning the subject matter herein.

13. GENERAL MATTERS

13.1 DBA/LLC Declaration

Contractor acknowledges and agrees that Nbparents is a dba of UJ, LLC, a California limited liability company. For purposes of this Agreement, all references to Nbparents shall be deemed to refer to UJ, LLC. Contractor further agrees that the use of the dba name does not alter the legal rights, obligations, or liabilities of the Company under this Agreement.

13.2 Assignment; Subcontracting.

13.3 Waiver and Modification.

No waiver or modification of this Agreement or any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by Contractor and the Company. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

13.4 Amendments.

Contractor acknowledges and agrees that all updates, modifications, or amendments to this Agreement posted on the Company’s platform shall be deemed effective immediately, and Contractor’s continued provision of services constitutes acceptance of all such updates, modifications, or amendments.

13.5 Survivorship.

This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their executors, administrators, heirs, personal representatives, successors, and assigns.

13.6 Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be treated as originals.

14. Educator's Earings and Disbursements Policy

Please check Educator's Earnings and Disbursements Policy.