Independent Contractor Agreement and Agent Waiver

Agent Waiver

Last Updated: December 17, 2023

1. It is solely the responsibility of Lorem Solutions, LLC to compensate Individual and provide Individual with any benefits that may be required by federal, state or local law.

2. Individual is not an employee of Lorem Solutions, LLC or of any client that Individual may service for Company on the Arise® Platform (each a “Client”).

3. Individual is not eligible to participate in any employee compensation or benefit programs or arrangements maintained by or on behalf of Arise or any Client.

4. Individual is not eligible to receive any workers' compensation, unemployment or disability benefits or insurance payments, or any other similar benefits from Arise or any Client.

5. Individual hereby irrevocably waives any right to assert a claim directly or indirectly (whether in a court of law, in arbitration, or through a governmental agency or similar entity) against Arise or any Client with respect to the matters enumerated in paragraphs 1, 2, 3 and 4 above.

6. Individual acknowledges and understands that Lorem Solutions, LLC and Arise have entered into an agreement which provides for the resolution of any and all disputes or claims each may have against the other (and/or against any Client) by binding arbitration, and that Arise’s obligation to arbitrate disputes and claims under that agreement extends to disputes and claims that Arise may have against Individual. In consideration of Arise’s agreement to arbitrate disputes and claims it may have against Individual and for other good and valuable consideration, Individual agrees to arbitrate any and all disputes or claims that he or she may have against Arise or any Client as set forth in Paragraphs 7 through 9 below.

7. Company and Individual hereby agree to resolve any and all disputes or claims they may have against the other, and Individual hereby agrees to resolve any and all disputes that he or she may have against Arise or any Client (including but not limited to claims for wages or other remuneration due; claims for breach of any contract or covenant, express or implied; personal injury, defamation or other tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, religion, national origin, age, marital status, sexual orientation, handicap, physical or mental disability or medical condition; claims for benefits; and claims for violation of any federal, state, local or other governmental constitution, law, statute, ordinance, regulation, public policy or provision of common law) by final and binding arbitration pursuant to the then-current rules established by the American Arbitration Association (the “AAA”).The AAA’s rules are available for review at www.adr.org .The nature of the claims asserted shall determine which body of AAA rules will apply. In the event that there is a dispute regarding which AAA rules apply, the AAA shall decide that issue; provided, however, that consistent with Section 10 below, in no event shall the AAA’s Supplementary Rules for Class Arbitration (or any analogue thereto) apply. Company and Individual agree that the arbitration shall be conducted by a single arbitrator in the AAA office nearest Individual (or such other location as is mutually agreed to by the parties), and therefore waive any objections or claims they might otherwise be able to rightfully assert based upon the inconvenience of the forum or improper jurisdiction. Unless otherwise mutually agreed, the arbitrator shall be a practicing attorney with at least 15 years of experience as an attorney and at least five years of experience as an arbitrator. In the event of a conflict between the terms of this agreement and the applicable arbitration rules, the terms of this agreement shall control.

8. All parties to this agreement expressly agree that the Federal Arbitration Act governs the enforceability of any and all of the arbitration provisions of this agreement and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Procedural questions arising out of the dispute and bearing on its final disposition are also matters for the arbitrator to decide. Claims must be filed within the time set by the applicable statute(s) of limitations.

9. Either party may apply for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved pursuant to the Optional Rules for Emergency Measures of Protection of the AAA. Those Optional Rules are available for review at www.adr.org . Either party also, may without waiving any remedy under this agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the property rights of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).

10. CLASS ACTION WAIVER. By signing this agreement, all parties waive their right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid action in any court against one or more other parties to this agreement or against Arise or against any Client. Further, the parties waive any right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid action claim in arbitration or any other forum against one or more other parties to this agreement or against Arise or against any Client. The parties agree that any claim by or against any other party to this agreement, against Arise or against any client of Arise shall be heard in arbitration without consolidation of such claim with any other person or entity’s claim. All parties agree that this agreement does not limit any party’s right to initiate an action in court challenging the enforceability of the group, representative, class, collective, and hybrid action waiver set forth herein. If Individual chooses to exercise that right, Company will not retaliate against Individual for doing so. Company does, however, reserve the right to oppose any such challenge to enforcement of this agreement. The parties further agree that nothing in this agreement precludes any party from participating in proceedings to adjudicate unfair labor practice charges before the National Labor Relations Board, including without limitation charges addressing the enforcement of the group, representative, class, collective, and hybrid action waiver set forth herein.

11. If any part of this agreement, other than the waivers pursuant to Section 10 of the right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid action in court, arbitration or any other forum, and of the right to consolidate claims in arbitration, is deemed or found to be unenforceable for any reason, the remaining provisions of this agreement shall be severable and remain enforceable. If the waiver of rights pursuant to Section 10 is deemed or found to be unenforceable for any reason in a case in which class action or similar allegations have been made, Sections 7, 8, and 9 hereof shall also be unenforceable and the parties’ dispute shall be adjudicated in court.

12. Company and Individual acknowledge and agree that Arise and any Client are intended third party beneficiaries of this agreement, and the rights and remedies hereunder, and any of them jointly or severally shall have the right to enforce this agreement.

13. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.***

14. BY SIGNING THIS AGREEMENT, EACH PARTY ACKNOWLEDGES THAT (A) IT CAN ACCESS THIS AGREEMENT COMPLETELY AND FULLY, (B) IT HAS BEEN ABLE TO READ THIS AGREEMENT; AND (C) THAT IT HAS SUCCESSFULLY PRINTED OR DOWNLOADED A COPY OF THIS AGREEMENT AND (D) THAT IT AGREES TO DO ANY AND ALL BUSINESS ELECTRONICALLY.

Last Updated: Jan 25, 2024

This Independent Contractor Agreement (“Agreement”) describes the rules, restrictions, and obligations that govern your provision of services through Lorem Solutions, LLC Platform (“Contracted Services”), as further described in section 3 below. This Agreement is between you, an independent contractor engaged in the business of performing the Contracted Services (“Contractor”), and the entity with whom you are entering this Agreement. This Agreement will become effective on the date it is accepted regardless of whether Contractor is eligible to, or ever does, perform any Contracted Services.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. AS EACH REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS CONTRACTOR VALIDLY OPTS OUT OF ARBITRATION, AS PROVIDED BELOW). BY ACCEPTING THIS AGREEMENT, CONTRACTOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS, AS APPLICABLE, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

INDEPENDENT CONTRACTOR RELATIONSHIP.

1 Each party acknowledges and agrees that it is, and will at all times during the term of this agreement be deemed, an independent contractor of the other party. Nothing in this agreement is intended to, or will be construed to, create a partnership, agency, joint venture, fiduciary, employment or similar relationship or to create any other form of legal association that would impose liability on one party for the act or failure to act of the other or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other. Consistent with this relationship, each party represents and agrees that it is in the independent business of providing services of the type discussed herein - i.e., Lorem Solutions, LLC is in the business of providing technology infrastructure and support resources and Company is in the business of providing business services, like the Company Services, to clients, including but not limited to Clients as defined in this agreement, both through the Arise® Platform and otherwise. Each party further represents and agrees that it is in business for itself, brings its own separate and independent skills to bear on its obligations under this agreement, has the full ability to purse and protect its own interests, and is not economically dependent on the other party.

1.2 Each party will have exclusive control of the manner, means, location and details of accomplishing the services that it contracts to provide under this agreement and any Statement of Work and neither party may control the manner in which the other party meets its contractual obligations. Each party will be responsible for the work and activities of all its personnel, including compliance with the terms of this agreement. Company understands and agrees that Statements of Work will contain various deliverables (i.e., outcomes) that the Company will be responsible for, but that the Company will be solely responsible for the manner in which those deliverables are achieved and provided.

1.3 Each party will pay all expenses whatsoever of its offices and activities and be responsible for the acts and expenses of its employees and contractors incurred in connection with this agreement. Each party agrees that it will be solely responsible for, and that it will to report and pay, any contributions for federal, state and local taxes (including, without limitation, Social Security/Medicare (FICA) taxes, unemployment taxes/insurance and other benefits) for itself and its personnel.