INDEPENDENT CONTRACTOR AGREEMENT

Clinical Supervision Services • Proprietary Back-End Operations & Forms Hub

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" / "Supervisor"). Collectively the "Parties".

2. ENGAGEMENT AND INDEPENDENT CONTRACTOR STATUS

2.1 The Company engages the Contractor as an independent contractor to provide the clinical supervision and related 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, the RISE UP + Proctor framework, 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.

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 clinical supervisor, and in compliance with:

• (a) all applicable laws and regulations;
• (b) the professional codes and standards of ACA, PACFA, or other relevant professional body, and any College of Supervisors requirements;
• (c) the Company's clinical governance, privacy, documentation, forms hub and risk management policies as notified from time to time;
• (d) the RISE UP session process and Proctor’s Functional Model as the operational framework for all supervision delivered under this Agreement.

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

4.3 Where the Contractor uses Company systems (Cliniko, forms hub, document generators, AI workers or related tools) for logging, notes or administration, such use must comply with Schedule 3.

5. FEES 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 Fees may be structured as a percentage of supervision session fees, a fixed rate per session, or a combination, as agreed and recorded 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 PROPRIETARY 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 supervisee information, clinical/supervision records, practice systems, forms hub content, automations, AI workflows, pricing, templates 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, reverse-engineer or retain system information, forms, templates, workflows or configurations outside authorised Company systems without written approval.

6.3 These obligations survive termination of this Agreement indefinitely in respect of personal/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, templates 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.

7.4 The RISE UP + Proctor operationalisation, forms hub assets, Cliniko configurations, supervision agreement templates, service descriptions and related materials remain the proprietary property of the Company.

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 supervision or counselling work from any client or supervisee of the Company with whom the Contractor had material dealings during the engagement, for the purpose of providing competing 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 supervisee/client information;
• (c) any claim by a supervisee, 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, supervisee safety obligations, or unauthorised use of Cliniko, the forms hub 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 supervision documentation and notes 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, forms hub and other Practice systems has ceased and that no copies of 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 (Supervisory)

SCHEDULE 2 – FEES

Fees for supervisory services. The preferred model is a fixed rate paid to the Supervisor per delivered session. A percentage split may be used by written agreement. Figures reflect the value of MHMW’s proprietary back-end (RISE UP framework, forms hub, Cliniko governance, compliance infrastructure and operational support).

A. Preferred Model – Fixed Rate (Recommended)

Supervisor receives a fixed fee per session delivered. Practice bills the supervisee / organisation and retains the balance.

B. Alternative – Percentage Split

Only by written agreement. Cap of 60% Supervisor when full MHMW back-end is used.

C. Specific Agreed Terms for this Engagement

SCHEDULE 3 – SYSTEMS, FORMS HUB & CLINIKO USE

This Schedule governs the Contractor's access to, and use of, the Company's practice management system (Cliniko or successor), forms hub, document generators, AI workers and related proprietary systems.

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

2. Documentation & Notes – Supervision notes and logs must be maintained in the manner directed by the Company (including any required use of Cliniko or forms hub templates). Structured notes aligned to RISE UP / Proctor are to be provided back to the supervisee as agreed.

3. Data Handling, Privacy & Security – Treat all system 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 & Proprietary Assets – Use only in accordance with Company procedures. Do not modify settings, templates, automated workflows, forms hub assets or AI integrations. All such configurations and materials 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