INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into by and between Fox & Cub Family Wellness, Inc. (“Company”) and the undersigned Independent Contractor (“Contractor”) as of the signature date below. Both parties agree to the following terms:

1. RELATIONSHIP OF THE PARTIES

The Contractor is engaged as an independent contractor and not as an employee, partner, or agent of Fox & Cub Family Wellness. The Contractor shall have full control over the means and manner of performing services and shall be responsible for their own taxes, insurance, and compliance with all applicable laws.

2. SCOPE OF SERVICES

Contractor agrees to provide services under one or more of the following categories:

  • Lactation Counseling
  • Nutrition Coaching
  • Fitness & Wellness Coaching
  • Licensed Therapy
  • Midwifery (a la carte postpartum services only, not birth support)
  • Educational Workshops & Group Sessions
  • Mother’s Helper Services (including meal prep, laundry, and home organization)

All Contractors are expected to maintain professionalism, adhere to ethical standards, and provide services consistent with Fox & Cub’s holistic family wellness mission.

Messages from potential clients must be responded to within 48 hours. Repeated failure to respond in a timely manner may result in suspension or removal from the platform.

3. PAYMENT AND COMMISSION STRUCTURE

A. For All Contractors Except Licensed Therapists:

Payments for services are handled through Stripe Connect. Contractors receive 85% of the total payment, and Fox & Cub Family Wellness retains 15% as a platform and administrative fee.
All pricing is set by the Contractor and must be approved through the platform before publishing. Payouts occur automatically through Stripe Connect once client payment is completed.

B. For Licensed Therapists:

Licensed mental health professionals (LMFTs, LPCCs, LCSWs, or equivalent) operate under a separate structure. Fox & Cub Family Wellness acts solely as a marketing and administrative services provider and is not a party to the clinical relationship between therapist and client.

  1. Out-of-Pocket Clients: Fox & Cub collects a $30 administrative and marketing coordination fee directly from the client prior to referral. The therapist then bills the client for their normal session rate, reduced by $30 to reflect that fee, which represents the Company’s marketing and administrative costs.
  2. Insurance Clients: Fox & Cub will issue a monthly invoice on the 1st of each month for all insurance-based appointments scheduled or completed during the prior month. This invoice represents a flat marketing and administrative services fee of $20 per appointment, billed to the therapist for promotional listing, client introduction, and platform use.
  3. Payment Terms: Payment is due within seven (7) days of invoice issuance. Any unpaid balance after this period will accrue a 5% monthly late fee until paid in full.
  4. Client Flow: If a client messages the therapist through the Fox & Cub site, the therapist must direct the client back to the website to complete the $30 payment (for out-of-pocket clients) before services begin.
  5. Client Limitation: Therapists may see clients for up to eight (8) sessions total, whether out-of-pocket or insurance-based. After the eighth session, that client becomes the therapist’s long-term client and may continue care privately outside the Fox & Cub platform.
  6. Clinical Independence: The therapist retains full autonomy over their professional practice and is solely responsible for all diagnosis, treatment, documentation, and compliance with applicable laws. Fox & Cub Family Wellness does not influence, control, or share in clinical fees and is not a healthcare provider.

4. CLIENT COMMUNICATION AND BOOKING

All clients who contact a Contractor through the Fox & Cub website must complete payment for their service directly through the site before any session or consultation occurs.

If a client contacts a Contractor outside the booking system, the Contractor must direct the client back to the Fox & Cub Family Wellness website to book.
No services may begin without confirmed booking and payment through the platform.

For Licensed Therapists, the $30 payment acts as an administrative fee and is deducted from the therapist’s first session fee.

5. PRIVACY AND CONFIDENTIALITY

Fox & Cub Family Wellness provides clients with a Privacy Policy before they book, confirming that client information will not be shared with third parties.

Contractors agree to:

  • Maintain strict confidentiality of all client information, including discussions, forms, and records.
  • Use client information solely for providing professional services.
  • Not share, sell, or disclose client data without written consent.
  • Abide by HIPAA or equivalent confidentiality standards applicable to their field.

All Contractors acknowledge that clients will receive a Service Agreement before booking that states:

  • All care is rendered by the Contractor directly, not by Fox & Cub.
  • All legal and professional liability passes to the Contractor.

Fox & Cub Family Wellness is not to be held responsible for any actions, advice, or services provided by Contractors.

6. BACKGROUND CHECKS AND ONBOARDING REQUIREMENTS

All Contractors, excluding Licensed Therapists, must undergo a background check prior to activation on the Fox & Cub Family Wellness platform.

  1. Consent: By signing this Agreement, the Contractor authorizes Fox & Cub Family Wellness to obtain a background screening through its approved third-party provider. This may include, but is not limited to, verification of identity, criminal history, and relevant certifications.
  2. Processing Fee: Contractors agree to pay a one-time, non-refundable fee of $30 to cover the cost of the background check and onboarding setup.
  3. Processing Timeline: The background check typically takes 2–7 business days to process. Contractors will receive an email notification once results are returned.
  4. Eligibility:
    • Listings will not be activated or made public until the Contractor’s background check is returned as clear.
    • If the results are returned as not clear, the Contractor will be notified in writing and will not be eligible to list services or reapply in the future.
  5. Ongoing Accuracy: Contractors are required to promptly notify Fox & Cub Family Wellness if any information affecting their eligibility changes after onboarding.

7. TERM AND TERMINATION

This Agreement remains in effect from the date of signature until terminated.

  • Either party may terminate this Agreement with 14 days’ written notice.
  • Fox & Cub may terminate immediately for misconduct, breach of contract, unresponsiveness, or failure to comply with this Agreement.
  • Upon termination, the Contractor must complete or ethically transfer any in-progress client sessions in accordance with their professional standards.

8. LIABILITY, INSURANCE, AND INDEMNIFICATION

The Contractor is solely responsible for all actions, communications, and services provided to clients.
Fox & Cub Family Wellness shall not be liable for any claims, injuries, damages, or losses resulting from the Contractor’s services.

All Contractors, excluding Mother’s Helpers, must maintain active professional liability insurance appropriate to their discipline (e.g., professional, general, or malpractice coverage) and provide proof upon request.

Mother’s Helpers are not required to maintain liability insurance but are expected to exercise reasonable care and adhere to safety and conduct standards.

The Contractor agrees to indemnify and hold harmless Fox & Cub Family Wellness, its owners, and affiliates from any claims, damages, or expenses (including attorney’s fees) arising from or related to their services.

9. NON-SOLICITATION AND CLIENT PROTECTION

Contractors may operate private practices but agree not to solicit or accept direct bookings from clients introduced through Fox & Cub for 12 months following their last session, unless booked through the Fox & Cub platform.

If a client refers others through a Fox & Cub connection, those referrals must also book through Fox & Cub.
Violations of this clause may result in immediate termination and withheld payments.

Exception for Licensed Therapists: Once a therapist has completed eight (8) sessions with a client, that client becomes theirs independently, and ongoing sessions may continue privately outside of the platform.

10. LISTING ACCURACY, AVAILABILITY, AND ACCOUNT RESPONSIBILITIES

Each Contractor is solely responsible for maintaining the accuracy, completeness, and current status of their listing(s) on the Fox & Cub Family Wellness website. This includes ensuring that:

  • All credentials, descriptions, and services listed are truthful and accurate;
  • Pricing, locations, and availability are kept current; and
  • Any changes to scope of practice, certifications, or service offerings are updated promptly.

Fox & Cub Family Wellness is not responsible for verifying the accuracy of any listing or for representations made by Contractors.

Contractors are responsible for logging into their accounts to manage booking availability. When a Contractor is unavailable or not accepting new clients, they must deactivate or pause their listing. If a Contractor fails to update their availability and a client purchases services during that time, the Contractor remains fully responsible for providing the purchased service or resolving the matter directly with the client.

Fox & Cub Family Wellness is not liable for any refunds, cancellations, or disputes arising from a Contractor’s failure to maintain accurate listings or manage availability.

11. NO GUARANTEE OF CLIENTS OR INCOME

Fox & Cub Family Wellness does not guarantee any particular number of client referrals, bookings, or income levels for Contractors.
Access to the platform is provided solely for visibility, administrative convenience, and client connection, and client engagement levels will vary.

12. RESPONSE TIME POLICY

All Contractors must respond to client messages and booking inquiries within 48 hours.
Failure to maintain communication may lead to account review, suspension, or removal from the Fox & Cub network.

13. TAXES AND INDEPENDENT CONTRACTOR STATUS

All payouts are processed through Stripe Connect, which collects and maintains each Contractor’s tax information for year-end reporting in accordance with federal law. Contractors are solely responsible for reporting their income and paying all required local, state, and federal taxes.

Contractor acknowledges that they operate as an independent business entity, supplying their own tools, equipment, materials, and professional judgment in delivering services. Contractor is solely responsible for their own expenses, work schedule, and methods of service delivery. Nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between the Contractor and Fox & Cub Family Wellness.

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of California.
Any dispute shall be resolved exclusively through binding arbitration in Santa Rosa, California, and both parties waive any right to trial by jury.

15. ENTIRE AGREEMENT

This Agreement represents the full understanding between the parties and supersedes any prior oral or written agreements.
Any modifications must be made in writing and signed by both parties.

INDEPENDENT CONTRACTOR
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