INDEPENDENT CONTRACTOR AGREEMENT

Counselling & Mental Health Services • including Cliniko Practice Management Integration

1. PARTIES

This Independent Contractor Agreement ("Agreement") is made on the date of the last signature below ("Commencement Date") between:

My Health + Mental Wellbeing Pty Ltd (ABN 63 662 152 310) of , New South Wales, Australia ("Company", "Practice", "we");

and

("Contractor", "you"). Collectively the "Parties".

2. ENGAGEMENT AND INDEPENDENT CONTRACTOR STATUS

2.1 The Company engages the Contractor as an independent contractor to provide the professional services described in Schedule 1 ("Services").

2.2 The Contractor is and remains an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, partnership, joint venture or agency.

2.3 The Contractor acknowledges and agrees that:

• (a) the Contractor is free to provide services to other clients and practices (subject to the non-solicitation and confidentiality obligations in this Agreement);
• (b) the Contractor controls the manner and method of performing the Services, subject to meeting agreed professional standards, deliverables and timeframes;
• (c) the Contractor is responsible for all tax, superannuation, workers compensation, professional indemnity and other statutory obligations arising from fees received under this Agreement;
• (d) the Contractor must hold a current ABN and is solely responsible for any GST obligations;
• (e) the Contractor supplies their own professional tools, resources and continuing professional development unless otherwise agreed in writing.

2.4 The Parties intend this to be a genuine independent contracting arrangement consistent with Australian law. If any court or tribunal determines an employment relationship exists, the remuneration paid under this Agreement is inclusive of any entitlements that would otherwise arise.

3. TERM

3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 11.

3.2 Either Party may terminate this Agreement by giving 30 days' written notice to the other Party (or such shorter period as the Parties agree in writing).

4. SERVICES AND PROFESSIONAL STANDARDS

4.1 The Contractor must perform the Services with due care, skill and diligence, consistent with the standards reasonably expected of a competent counsellor / mental health practitioner, and in compliance with:

• (a) all applicable laws and regulations;
• (b) the professional codes and standards of the Australian Counselling Association (ACA), PACFA, or other relevant professional body of which the Contractor is a member;
• (c) the Company's clinical governance, privacy, documentation and risk management policies as notified from time to time.

4.2 The Contractor must not subcontract or assign any part of the Services without the prior written consent of the Company.

4.3 All clinical documentation, risk assessments, correspondence and client records must be completed in the Company's practice management system (Cliniko or any successor system) in accordance with Schedule 3.

5. FEES, REVENUE SHARE AND PAYMENT

5.1 In consideration for the Services, the Company will pay the Contractor the fees set out in Schedule 2 ("Fees").

5.2 The Fee structure is based on a revenue-share model informed by current Australian market norms for counselling and allied health contractors (2025–2026). The default and recommended structure is set out in Schedule 2.

5.3 The Contractor must submit a valid tax invoice (including ABN) at the frequency specified in Schedule 2. Correctly rendered invoices will be paid within 14 days of receipt.

5.4 The Contractor is solely responsible for all expenses incurred in performing the Services unless otherwise agreed in writing in Schedule 2.

6. CONFIDENTIALITY, PRIVACY AND SYSTEMS

6.1 The Contractor must comply with the Company's Non-Disclosure Agreement covering Practice Management Systems, Hub Forms, Tools, Automations & Proprietary Processes (or any successor NDA), the terms of which are incorporated by reference into this Agreement.

6.2 Without limiting the NDA, the Contractor must:

• (a) keep all Confidential Information (including client health information, clinical records, practice systems, forms, automations, AI workflows, and commercial information) strictly confidential;
• (b) use such information solely for performing the Services;
• (c) handle all personal and health information in accordance with the Privacy Act 1988 (Cth) and applicable health records legislation;
• (d) not remove, copy or retain client or system information outside authorised Company systems without written approval.

6.3 These obligations survive termination of this Agreement indefinitely in respect of client health information and for five (5) years in respect of other Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 All intellectual property rights in any materials, documents, reports, tools, content or other works created by the Contractor in the course of performing the Services ("Work Product") vest in and are assigned to the Company upon creation.

7.2 The Contractor assigns to the Company all right, title and interest in the Work Product and waives any moral rights to the extent permitted by law.

7.3 Pre-existing intellectual property of the Contractor that is incorporated into the Work Product remains the property of the Contractor, but the Contractor grants the Company a perpetual, royalty-free, non-exclusive licence to use that pre-existing IP as part of the Work Product.

8. NON-SOLICITATION

8.1 During the term of this Agreement and for a period of six (6) months after termination, the Contractor must not, directly or indirectly:

• (a) solicit, canvass, approach or accept work from any client of the Company with whom the Contractor had material dealings during the engagement, for the purpose of providing competing counselling or mental health services;
• (b) solicit, entice or encourage any employee, contractor or key supplier of the Company to leave their engagement with the Company.

8.2 The restrictions in this clause are reasonable and necessary to protect the Company's legitimate business interests.

9. INSURANCE AND LIABILITY

9.1 The Contractor must maintain, at its own cost, for the duration of this Agreement and for a reasonable run-off period thereafter:

• (a) professional indemnity insurance of not less than $2 million;
• (b) public liability insurance of not less than $10 million;
• (c) any other insurance required by law.

9.2 The Contractor must provide evidence of current insurance on request and notify the Company immediately of any material change or cancellation.

9.3 The Contractor is liable for, and indemnifies the Company against, any loss, damage, claim, cost or expense arising from the Contractor's negligence, wilful misconduct, breach of this Agreement, or breach of professional or privacy obligations.

10. INDEMNIFICATION

10.1 The Contractor must indemnify, defend and hold harmless the Company and its officers, employees and agents from and against all claims, losses, damages, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

• (a) any breach of this Agreement or the NDA by the Contractor or its personnel;
• (b) any unauthorised use or disclosure of Confidential Information or client information;
• (c) any claim by a client, regulator or third party arising from the Contractor's acts or omissions in performing the Services;
• (d) any failure by the Contractor to maintain required insurance or professional registration/membership.

10.2 This indemnity is a continuing obligation and survives termination of this Agreement.

11. TERMINATION

11.1 Either Party may terminate this Agreement immediately by written notice if the other Party:

• (a) commits a material breach and fails to remedy it within 7 days of notice;
• (b) becomes insolvent, bankrupt or subject to external administration;
• (c) engages in serious misconduct, including any breach of confidentiality, privacy, professional standards, client safety obligations, or unauthorised use of Cliniko or other Practice systems.

11.2 On termination or expiry the Contractor must:

• (a) immediately cease providing the Services and return all Company property, access credentials and Confidential Information;
• (b) complete all outstanding clinical documentation in Cliniko within 7 days;
• (c) provide a final invoice for Services properly performed up to the termination date;
• (d) confirm in writing that all access to Cliniko and other Practice systems has ceased and that no copies of client or system data have been retained.

11.3 Clauses 6, 7, 8, 9, 10 and this clause 11 survive termination.

12. GENERAL

12.1 This Agreement (including the Schedules and any incorporated NDA) constitutes the entire agreement between the Parties and supersedes all prior negotiations and representations.

12.2 No variation is effective unless in writing and signed by both Parties.

12.3 This Agreement is governed by the laws of New South Wales. The Parties submit to the exclusive jurisdiction of the courts of New South Wales.

12.4 If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

12.5 Notices must be in writing and delivered by email or post to the addresses notified by the Parties.

SCHEDULE 1 – SERVICES

SCHEDULE 2 – FEES AND REVENUE SHARE

A. Recommended Default Structure: Contractor receives 60% of the gross session fee billed to the client / funder. Practice retains 40%.

B. Tiered options: Experienced (own referrals) up to 65/35; Early-career 55–60/40–45; Assessments/reports 70/30 (or higher by written agreement).

C. Fixed rate alternative: May be agreed and recorded in writing.

SCHEDULE 3 – CLINIKO PRACTICE MANAGEMENT INTEGRATION

This Schedule governs the Contractor's access to, and use of, the Company's practice management system (currently Cliniko, or any successor system) and related documentation and data-handling requirements.

1. Access & Authorisation – Access is personal, non-shareable, limited to authorised role. Company may suspend/revoke immediately for misuse or on termination.

2. Clinical Documentation Standards – All notes, risk assessments, correspondence must be completed in Cliniko within required timeframes (generally 24–48 hours), accurate, objective, and consistent with ACA/PACFA expectations. No parallel personal client records for Practice clients.

3. Data Handling, Privacy & Security – Treat all Cliniko information as Confidential. No download/export/screenshot/storage on personal devices except as strictly necessary and authorised. Report any actual or suspected breach immediately.

4. System Use & Integration Rules – Use only in accordance with Company procedures and templates. Do not modify settings, templates, automated workflows or AI integrations. Cliniko configurations, custom forms, templates and automations are Confidential Information and proprietary to the Company.

5. End of Engagement – Complete outstanding documentation within 7 days, return/destroy any local copies, confirm in writing that access has ceased and no data retained. Failure is a material breach.

6. Acknowledgement – The Contractor acknowledges they have read and understood this Schedule 3 and agree to comply as a condition of engagement.

EXECUTION