This Medical Practitioner Agreement (“Agreement”) is made and entered into by the
undersigned parties _____ (the “Company”) AND ______ (the
“Medical Practitioner”) on ______ (the “Effective Date”)
In consideration of the promises, rights and obligations set forth below, the parties hereby agree
as follows:

  1. Term
    The term of this Agreement shall begin on __________and continue until ________. The term of this Agreement may be extended by mutual agreement between
    the parties.
  2. Responsibilities
    The Medical Practitioner will provide the following services:
     Respond to patient’s medical/health problems by referring to their history and carrying
    out diagnosis, investigation, treatment and referral as appropriate.
     Discuss side-effects, best conditions for use, and possible interactions of medication.
     Collaborate with other medical practitioners where necessary to delivery patient services.
     Exercise reasonable care and skill.
    All medical practitioners will be required to join a network in order to provide services. That
    network could be randomly selected by the system if that person was not invited by someone
    within the company. If the medical practitioner was invited by someone who is already in the
    Company then they will be required to join that team in most cases i.e. becoming a part of that
    team unless that team has hit its capacity, in which case, they will be assigned to another team.
    All medical practitioners will be assigned a promotion code that will be part of their account.
    All medical practitioners will be required to credit or contribute to the network bonus pool with
    10% of their earnings with each service provided. This will be automatically deducted after each
    service is provided and reflected in their account.
    All medical practitioners will be required to invite three of their medical practitioner colleague to
    join them, their network etc., to qualify for the top performer bonus. Their invitees will be
    required to join the services and provide at least one service for that medical practitioner to
    qualify for the bonus.
    All medical practitioners will be required to make themselves available on a weekly basis,
    accepting medical request if notified, to qualify for the top performer bonus reward within the
    quarter that it is awarded.
  3. Compensation
    Subject to providing the services as outlined above, the Medical Practitioner will be entitled to:
     100 to 140 USD for services as pertaining to time and in accordance with medc2u. The
    Company reserves the right to change or amend the costs without future notices for the
    health of the Company.
     20 USD convenience fee that will be charged to the customer. The Company reserves the
    right to set or change these prices so as to comply with the prevailing market.
     10 USD for gas reimbursement that will also be charged to the customer for the medical
    practitioner providing the convenience of travelling to the medical practitioner. The $ 10
    fee will apply to all travels within 10 miles regardless of the proximity and $ 1 dollar will
    be added for any travel that will occur outside of that 10 miles at $ 1 per mile of travel.
    If any items are purchased to perform care, those items could be added to the cost of care or
    reimbursed as long as the customer had previously agreed to those items that were purchased in
    the performance of the care provider duty.
  4. 1099 Status
    The Medical Practitioner will provide the Medical Practitioner services to the Company as an
    Independent Contractor and not as an employee:
     The Medical Practitioner agrees that the Company shall have no liability or responsibility
    for the withholding, collection or payment of taxes, employment insurance, medical and
    health insurance premiums on any amounts paid by the Company to the Medical
    Practitioner or amounts paid by the Medical Practitioner to its employees or Medical
    Practitioners. The Medical Practitioner also agrees to indemnify the Company from any
    and all claims in respect to the Company’s failure to withhold and/or remit any taxes,
    health insurance, employment insurance premiums or pension plan contributions.
     The Medical Practitioner agrees that as an Independent Contractor, the Medical
    Practitioner will not be qualified to participate in or to receive any employee benefits that
    the Company may extend to its employees.
     The Medical Practitioner is responsible for any accidents that could happen whilst
    working at the property and the Medical Practitioner waiver their rights and claims
    against the Company if any accidents occur.
     The Medical Practitioner is required to take malpractice insurance for him/her to deal
    with the public as a licensed 1099 contractor medical practitioner.
     The Medical Practitioner has no authority to and will not exercise or hold itself out as
    having any authority to enter into or conclude any contract or to undertake any
    commitment or obligation for, in the name of or on behalf of the Company.
  5. Medical Practitioners Representations and Warranties
     The medical practitioners acknowledge that they will be responsible for all their
    expenses and expenditures while rendering services.
     The medical practitioners represent that they will uphold medc2u values to maintain
    their contract and account in good standing. The medical practitioners acknowledge
    that failure to maintain the account in a favorable standing could result in the account
    being suspended or even termination.
     All medical practitioners hereby agree to pay medc2u a commission on services
    provided at between 12-15%. The commission percentages are subject to change at a
    moment’s notice to protect the financial integrity of the company but at no time can
    exceed 20% of their earnings.
     All medical practitioners hereby agree that they will earn on services provided
    between 130 up to 170 dollars. The only exception in the prices that are being
    reflected is if the customer is a college student with a valid college email address;
    college students will have a flat services cost of 100 dollars. The college exception
    will be in effect for no more that 3-4 years after that account has been created.
     All medical practitioners hereby acknowledge that medc2u is a third party and at no
    time do they represent the company, its shareholders, its officers or the founders
    without given written consent.
     All medical practitioners hereby acknowledge that they must have a reliable vehicle
    to join the Company’s network and maintain their license in good standings with its
    respective states. The medical practitioners are also required to keep the Company
    abreast of any and all changes that occur with their medical license as it pertains to
    the state, active, inactive, suspended etc. and failure to do so will result in the account
    being suspended to include being terminated with prejudice, the same applies to the
    practitioner’s driver’s license.
     All medical practitioners hereby acknowledge that the team builder or administrator
    i.e. the person who started the network and manages it, will be entitled to 10% of
    each bonus that is awarded to the top performer.
     All medical practitioners hereby acknowledge that they will be compensated on a
    biweekly basis after the service is provided.
     All medical practitioners hereby acknowledge that all compensation will be in form
    of a direct deposit unless informed by the company of another means to settle their
     All medical practitioners hereby acknowledge that they are prohibited from
    exchanging any personal information with users in any capacity during or
    immediately after performing their duties while responding to a request. At no point
    during or after the services or aide should the service provider exchange personal
    contact with the user to incur future business as a personal care provider. Should the
    medical practitioner be caught, he/she will be terminated immediately with prejudice.

 All medical practitioners who provide services via our platform will be required to
possess a reliable vehicle for travelling and the vehicle must be licensed and insured.
 All medical practitioners hereby acknowledge that they are 1099 contractors and can
determine when to opt into responding to care request and when to stop responding to
care request by toggling the on/off switch to the appropriate position.

  1. Administrator/Team Builders Representations and Warranties
     All administrators hereby acknowledge that they will be responsible for team building
    and communication.
     All administrators hereby acknowledge that they will receive 10% bonus award to the top
    performer within their team or network each time a bonus is received by the medical
    practitioner to reflect the job well done. The administrator can be a top performer and win
    the bonus if they are also a medical practitioner and respond to medical care requests.
     All team builders/administrators hereby acknowledge that they are required to create a
    facebook group or a Linkedin group account to communicate, motivate and assist their
    network in performing their duties as best as possible.
     All team builders/administrators hereby acknowledge that they will assist their team
    members with qualifying for the bonus which includes but not limited to assisting with
    recruiting three colleagues to join the company as a 1099 and perform at least one
     All team builders/administrators hereby acknowledge that they will perform the role of
    management for the teak which include helping the team members with any problem that
    might arise.
     All team builders/administrators hereby acknowledge that they will earn 10% of any and
    all rewards that is awarded to the top performer within their network, each time someone
    is recognized for their hard work.
  2. Administrator’s Vested Interest
    All team builders/administrators will be considered vested after their tenth year as a team
    builder/administrator. On becoming a vested member within the company, all team builders/
    administrators will be compensated in perpetuity as per established protocol within the bonus
    system schedule thereafter.
  3. Confidentiality
    The parties hereto agree that each shall treat confidentially all information provided by each
    party to the other party regarding its business and operations (“Confidential Information”). All
    Confidential Information provided by a party hereto shall be used by the other party hereto solely
    for the purpose of rendering or receiving services pursuant to this Agreement and, except as may
    be required in carrying out this Agreement, shall not be disclosed to any third party. Medical
    Practitioner will enter into confidentiality with respect to all books and records of patients and
    Company as may be required under the Health Insurance Portability and Accountability Act of

1996, as amended, and the rules and regulation promulgated thereunder (“HIPAA”). Neither
party will use or disclose Confidential Information for purposes other than the activities
contemplated by this Agreement or except as required by law, court process or pursuant to the
lawful requirement of a governmental agency, or if the party is advised by counsel that it may
incur liability for failure to make a disclosure, or except at the request or with the written consent
of the other party.

  1. Intellectual Property
    Unless otherwise indicated, the work product is our proprietary property and all source code,
    databases, functionality, software, website designs, audio, video, text, photographs, and graphics
    (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the
    “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and
    trademark laws and various other intellectual property rights and unfair competition laws of
    United States, international copyright laws, and international conventions.
  2. Non-disparagement clause
    Medical Practitioner shall not, at any time during the Term and thereafter, make statements or
    representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise,
    or take any action which may, directly or indirectly, disparage the Company or any of its
    subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or
    reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude the
    Medical Practitioner from making truthful statements that are required by applicable law,
    regulation or legal process.
  3. Termination
    The Medical Practitioner relationship contemplated by this Agreement is to conclude on
    ___________. The Medical Practitioner may terminate this Agreement by
    serving the Company a 30 day-notice. The Company may terminate this Agreement at any time.
    The Agreement may also be terminated by one party if the other party commits a material breach
    of any of the provisions of this Agreement and if:
    i. the party in breach is not capable of remedy, that party fails to remedy the same
    within 7 days after receipt of a written notice giving full particulars of the breach and
    requiring it to be remedied, or the other party is in persistent non-material breach
    (whether remediable or not) of any of the provisions of this Agreement;
    ii. An encumbrancer takes possession or a receiver is appointed over any of the property
    or assets of that other party.
    iii. That other party makes any voluntary arrangement with its creditors or becomes
    subject to an administration order;

iv. That other party goes into liquidation (except for the purposes of amalgamation or
reconstruction and in such manner that the company resulting there from effectively
agrees to be bound by or assume the obligations imposed on that other party under
this Agreement
v. Anything analogous to any of the foregoing under the law of any jurisdiction occurs
in relation to that other party; or
vi. The other party ceases, or threatens to cease, to carry on business.
vii. Where a party terminates this Agreement pursuant to this clause, such party shall
have no liability to the other in respect of such termination. Termination of this
Agreement, however arising, shall not affect any of the parties rights and remedies
that have accrued as at termination.

  1. Customer responsibility
    The Medical Practitioner shall be directly responsible to the Customer for any failure to fulfil the
    Customer’s expectations or for any other legal liability which arises in respect of the Medical
    Practitioner services.
  2. Non-Competition
    Non-compete. During the term of this Agreement and for a period of 1 year (s) after termination
    shall not, directly or indirectly, engage in any similar business practice of the Company while
    being in contact with the Company’s current or former clients. Nor shall the Recipient solicit any
    client of the Company for the benefit of self or a third party that is engaged in a similar business
    to that of the Company,
    Injunction. The Parties agree that it would be difficult to measure the damage to the Company
    from any breach of the above section and that solely monetary damages would be inadequate.
    Accordingly, the Medical Practitioner agrees that if he/she should breach the above section, the
    Company shall be entitled to, in addition to all other remedies it may have at law or equity, to an
    injunction or other appropriate orders to restrain such breach, without showing or proving actual
    damages sustained by the Company.
    No Release. The Parties agree that in the termination of this Agreement, it shall not be releasing
    the Medical Practitioner from any obligation under this Section.
  3. Indemnity
    The Medical Practitioner agrees to indemnify and hold the Company harmless for any losses or
    expenses incurred due to the Practitioner’s negligence or careless conduct.
  4. Disputes
    In the event of any dispute arising out of or relating to this Agreement, the affected party shall
    notify the other party, and the parties shall attempt in good faith to resolve the matter within 10

days after the date of such notice through mediation. Any disputes not resolved by good faith
shall be referred to the jurisdiction of Palm Beach Florida Courts. No class actions might be
brought against the Company.

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