Independent Contractor Agreement

This Independent Contractor Agreement (collectively with any schedule attached hereto, this “Agreement”) is entered into by and between Kuad Technologies LLC, a Delaware limited liability company (“Company”), and the individual who electronically accepts this Agreement through the Kuad platform (“Contractor”) (each a “Party” and collectively the “Parties”). This Agreement is effective as of the date the Contractor accepts it by clicking the acceptance checkbox on the Kuad website or mobile application (the “Effective Date”).

Recitals

Whereas, Company is engaged in the business of operating a full service in-home private chef platform company (the “Business”);

Whereas, Contractor has the skills and experience necessary to provide full service in-home private chef services related to the Business for the benefit of Company and its customers; and

Whereas, Company desires to retain the services of Contractor and Contractor desires to perform such services for and on behalf of Company, each pursuant to the terms and conditions of this Agreement.

Now, Therefore, in consideration of the mutual covenants, representations, warranties, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

Agreement

1. SERVICES. During the Term (defined below) Contractor shall provide those services listed on Schedule A here to (“Services”). Contractor shall insure the safe, secure, and complete performance of the Services.

2. COMPENSATION. As consideration for the Services provided by Contractor, Contractor shall receive fees earned through the Platform in amounts specified in the Platform for the specific Services provided.

3. INDEPENDENT CONTRACTOR STATUS. It is the Parties’ intent that Contractor at all times, and with respect to all Services covered by this Agreement, function as and remain an independent contractor, and not an employee, officer, or agent of Company and neither Party shall represent to third parties that Contractor is an employee, officer, or agent of Company.

   3.1 Taxes and Compensation. Contractor shall be responsible for the payment of all taxes on amounts received from customers for the Services and shall not be entitled to any compensation in any form from Company.

   3.2 Performance of Services. Contractor shall determine the method, details, and means of performing the Services. Company shall have no right to, and shall not control, the manner or determine the method of accomplishment of the Services. The Services shall be performed completely and in a timely manner by Contractor.

   3.3 Expenses. Contractor shall be responsible for all expenses incurred in the execution of Contractor’s responsibilities pursuant to this Agreement, unless Contractor receives prior written approval from Company that said expenses shall be reimbursed by Company.

   3.4 Third-Party Agreements. Contractor shall not have the authority to enter into contracts that bind the Company or to create obligations on the part of Company without the prior written authorization of Company, which authorization shall not be unreasonably withheld, conditioned or delayed.

   3.5 Insurance and Licensing. Contractor is required and responsible for acquiring and maintaining insurance coverage as is reasonably necessary or required for Contractor to perform its obligations hereunder (e.g., sales, marketing, advertising, installation, automobile, general liability, etc.), during the Term, policies of insurance issued by reputable carriers, covering insurable risks and with limits specified by Company. Contractor shall deliver certificates of insurance to Company evidencing such uninterrupted coverage on Company’s written request. Contractor acknowledges that Company will not provide any insurance coverage for Contractor, including workers compensation insurance, and Contractor is solely responsible for complying with all applicable worker compensation insurance requirements. Contractor is solely responsible for complying with any and all licensing requirements required for the Services.

4. TERM & TERMINATION.

   4.1. Term. This Agreement will commence on the Effective Date and will continue indefinitely, unless terminated by either Party as provided for herein (the “Term”).

   4.2. Termination by Company. Company may terminate Contractor’s relationship with Company under this Agreement for any or no reason upon thirty (30) days' prior written notice to Contractor.

   4.3. Termination by Contractor. Contractor may terminate this Agreement for any or no reason upon thirty (30) days’ prior written notice to Company.

   4.4. Termination for Cause. Company shall have the right to terminate this Agreement immediately upon written notice if: (1) Contractor fails to provide the Services to the reasonable satisfaction of Company in Company's sole discretion; (2) Contractor breaches any other material term of this Agreement; or (3) Contractor receives a determination by a government entity or review body that it has violated any law or is engaged in or is engaging in fraud, waste or abuse.

5. RESTRICTIVE COVENANTS.

   5.1 Acknowledgment of Proprietary Interest.

   (a) In accordance with the terms of this Agreement, Company may provide Contractor with Confidential Information (as defined below). Contractor recognizes the proprietary interest of Company and its affiliates in any Confidential Information. Contractor acknowledges and agrees that any and all Confidential Information learned or received by Contractor prior to or during the course of its engagement with Company or otherwise, whether developed by Contractor alone or in conjunction with others or otherwise, shall be and is the property of Company and/or its affiliates. Contractor further acknowledges and understands that, other than in connection with the performance of the Services, disclosure of any Confidential Information may result in irreparable injury and damage to Company and its affiliates.

   (b) As used herein, “Confidential Information” shall include client lists, client mailing lists, and the identity of and any information relating to the Company's customers or employees.

   5.2 Covenant-Not-to-Divulge Confidential Information. Contractor acknowledges and agrees that Company and its affiliates are entitled to prevent the disclosure of Confidential Information. Contractor agrees that during the Term and at any time after, it shall hold the Confidential Information in strict confidence and shall not disclose or allow to be disclosed the Confidential Information to any person, firm, corporation or entity, other than to persons engaged by Company or its affiliates to further the Business and the business of Company’s affiliates, and that it shall not use the Confidential Information except in the pursuit of the Business, the business of Company’s affiliates, and the Services without the prior written consent of Company.

   5.3 Return of Materials at Termination. In the event of any termination or cessation of this Agreement for any reason whatsoever, Contractor shall promptly deliver to Company all Confidential Information and all other of Company’s property (including Company-issued computers, electronic devices, mobile phones, vehicles, credit cards, data storage devices, documents, data, business information, social media platforms, passwords, websites, customer lists, office access keys, tools, equipment, supplies, parking lot access devices) and information which were provided to Contractor during the Term. Upon termination of this Agreement, Contractor shall not take or retain possession of any of Company’s property or any other documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Confidential Information.

   5.4 Non-Disparagement. Both Parties covenant and agree that they will not, during the Term or anytime afterwards, either directly or indirectly, disparage the other Party or any of its affiliates, owners, directors, managers, officers, employees, agents, or invitees or any of their family or friends.

   5.5 Non-Solicitation. Contractor agrees that during the Term and for one (1) year thereafter, Contractor will not directly or indirectly encourage or solicit any employee, client or consultant of Company to leave the Company for any reason.

6. INTERPRETATION & ACKNOLEDGEMENT. It is the intention of the Parties hereto that the covenants contained in Section 5 hereof be enforced to the greatest extent (but to no greater extent) in time, scope, and degree of participation as is permitted by applicable law. To this end, the Parties hereto agree that such covenants shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced, and that such covenants are to that end hereby declared divisible and severable. Contractor acknowledges that Contractor’s covenants and agreements in Sections 5 or 6 hereof are reasonable and necessary to protect Company’s legitimate interest in its Confidential Information and goodwill. Contractor acknowledges that such Sections and the underlying agreements referenced therein are not so broad as to prevent Contractor from earning a livelihood or practicing Contractor’s chosen profession after termination or expiration of this Agreement.

7. AMMENDMENTS. No supplement, modification, verbal amendment, or waiver of the terms of this Agreement shall be binding on the Parties hereto unless executed in writing by the Party to be bound thereby.

8. NOTICES. Any notice sent to the Parties hereunder shall be addressed to the addresses indicated in the signature blocks below, subject to change thereof by providing such written notice.

9. CONFLICTING OBLIGATIONS.

   9.1 Performance. Contractor acknowledges that Contractor will be available to perform the Services in a timely and responsible manner.

   9.2 No Conflicts. Contractor represents and warrants that Contractor has no outstanding agreement or obligation that is in conflict with any provision of this Agreement, or that would preclude Contractor from complying with the provisions hereof. Contractor further represents and warrants that Contractor will not enter into any such conflicting agreement during the Term.

10. RELEASE OF CLAIMS AND INDEMNIFICATION. Contractor does hereby release, acquit and forever discharge the Company, and all other entities affiliated with the Company and all of its predecessors, successors, affiliates, parents, subsidiaries and all of its past and present corporate officers, agents, owners, members, shareholders, employees, consultants, representatives, attorneys, and all persons acting on behalf of them (collectively, “Indemnified Parties”), from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, agreements, damages, losses, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, including, but not limited to, any claims arising out of or in any manner related to Contractor’s performance of the Services, whether suspected or unsuspected, known or unknown, accrued or unaccrued, liquidated or unliquidated, existing or arising in the future (collectively, the “Released Claims”).

11. MISCELLANEOUS.

    11.1 Assignment. This Agreement is binding upon and for the benefit of the Parties hereto, their respective officers, directors, employees, partners, principals, successors, and assigns. Contractor may not assign this Agreement, except to a wholly owned subsidiary, without the prior written consent of Company, which consent may be withheld in the sole discretion of Company. The Company may assign this Agreement without the consent of Contractor.

    11.2 Compliance with Laws. The Parties agree to abide by all federal, state or local laws, regulations, ordinances or other legal requirements in connection with their respective obligations hereunder.

    11.3 Non-Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

    11.4 Entire Agreement. This Agreement (including exhibits, schedules and other documents referred to herein) contains the entire understanding between the Parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations, written or oral, relating to the subject matter hereof.

    11.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or rule, the validity, legality, and enforceability of the other provision of this Agreement will not be affected or impaired thereby.

    11.6 Governing Law/Venue. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether in the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions other than the State of Delaware. If legal action is commenced by any of the Parties hereto with respect to the subject matter hereof, the Parties hereto agree that the jurisdiction and venue of such action shall be in the state or federal Delaware court of competent jurisdiction. The Parties hereto hereby accept Delaware jurisdiction and agree to accept service of process as if they were personally present and served within such jurisdiction. The substantially prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to reasonable attorney fees and costs incurred in connection therewith.

    11.7 Gender and Number. Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

    11.8 Survival. Notwithstanding anything in this Agreement to the contrary, the covenants, obligations and provisions contained in Sections 5 or 6 and any other provision which by its terms extends beyond termination of this Agreement shall survive the termination of this Agreement.

    11.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

    11.10 Electronic Signatures. Electronic Signatures. Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WINESS WHEREOF, the Parties hereto have executed and delivered this Agreement to be effective as of the day and year indicated above.

Schedule A

1. Scope of Services The Contractor agrees to provide in-home cooking or related culinary services (“Services”) as requested by the Kuad platform user (“Customer”) through the Kuad platform. The specific scope, timing, duration, location, and any special requirements related to each engagement shall be mutually agreed upon between the Contractor and the Customer prior to the scheduled service date.

2. Service Coordination Kuad facilitates the connection between Contractors and Customers but does not dictate or guarantee the exact nature, content, or outcome of the Services. It is the responsibility of the Contractor and the Customer to communicate clearly and agree on all service expectations, including:

• Menu or meal plan
• Ingredients and grocery handling (who buys, what’s included)
• Duration and timing of the service
• Any dietary preferences, allergies, or special requests

3. Independent Execution The Contractor retains discretion over how to deliver the Services professionally, safely, and within the agreed-upon parameters, provided they comply with all applicable health and safety standards, and food handling guidelines..

4. Service Adjustments Any changes to the agreed Services, including additional tasks (e.g., grocery shopping, extended hours, meal packaging), must be mutually agreed upon between the Contractor and the Customer. Additional fees may apply, and in such cases, Kuad may facilitate a separate or supplemental payment process.

5. No Guarantee of Engagements This Agreement does not guarantee the Contractor any specific volume of service engagements. Each booking is subject to customer demand, mutual agreement between parties, and adherence to Kuad’s platform terms.