Independent Contractor
Agreement

Garnexis LLC hereby appoints Contractor, and Contractor hereby accepts such appointment, as an independent contractor to provide skilled professional nursing services to Clients of Garnexis LLC through the Garnexis platform.

As an independent contractor, Contractor shall determine, according to his/her professional judgment, expertise, and discretion, his/her own method of operation and the manner in which Services will be performed. Contractor shall complete all Services in a professional manner consistent with applicable medical practices, clinical guidelines, and legal and ethical considerations.

Garnexis LLC will provide Contractor with access to the Garnexis platform where Contractor may view and claim available shifts posted by facility clients. Contractor must fully, accurately, and truthfully complete all required onboarding forms to document education, licensure, knowledge, skills, and experience.

Garnexis LLC will offer Contractor the opportunity, on an independent contractor basis, to claim shifts through the platform depending upon client needs and Contractor's credential and availability. Contractor is under no obligation to claim any minimum number of shifts. Garnexis LLC does not guarantee any minimum number of shifts or hours.

When the Contractor claims and confirms a shift, Contractor is bound by this Agreement to provide such services. Should the Contractor be unable to fulfill a confirmed shift, Contractor must notify Garnexis LLC no less than four (4) hours prior to the start time so that alternative coverage may be arranged. Failure to appear without proper notice may result in immediate termination of this Agreement at Garnexis LLC's sole discretion.

Garnexis LLC shall have no right to direct, supervise, or control the Contractor while performing services. Contractor is not, and will not under any circumstances act as, an employee or agent of Garnexis LLC.

Contractor is solely responsible for maintaining his/her nursing license(s), completing all continuing education requirements, and complying with any requirements set forth by the State Board of Nursing in the state(s) of licensure, as well as all costs and fees of such training, education, and licenses.

Any Client of Garnexis LLC has the authority to prohibit the Contractor from working in its facility if the Client determines, in its sole discretion, that Contractor is unfit or services rendered are unsatisfactory. In such event, Garnexis LLC has the right to terminate this Agreement immediately. Contractor shall be entitled to compensation for services actually provided.

Garnexis LLC shall pay Contractor the hourly rate displayed on each shift at the time of claiming, for all properly documented services performed. Payment will be issued following completion and verification of each shift via the Garnexis platform. Garnexis LLC reserves the right to adjust rates with reasonable notice.

This compensation represents the sum total of Contractor's compensation under this Agreement. Contractor shall not be eligible for any other type of compensation, nor shall Contractor be eligible to participate in any fringe benefit program that Garnexis LLC or its Clients may offer to employees.

This Agreement shall continue in full force and effect for a period of one year from the effective date and shall automatically renew from year to year thereafter unless either party gives written notice of termination at least 30 days prior to the end of any one-year term.

Either Garnexis LLC or Contractor may terminate this Agreement at any time and for any or no reason by giving written notice to the other party at least 30 days in advance. The notice period may be waived by Garnexis LLC if Contractor failed to perform Services satisfactorily or failed to maintain his/her nursing license in good standing.

It is expressly understood that the Contractor is and shall at all times remain an independent contractor responsible for his/her own actions. Nothing in this Agreement shall be construed to make Contractor an employee or agent of Garnexis LLC or its Clients. Neither party shall have any authority to bind the other in any respect.

Contractor understands and agrees that none of the compensation and benefits provided by Garnexis LLC to any employees — including salary, wages, overtime, group health insurance, life insurance, unemployment and workers' compensation contributions, pension plan contributions, or any other benefits — shall be available to Contractor.

Contractor is free to engage in other contracting, consulting, employment, or other independent business activities during the term of this Agreement, including working on other staffing platforms, provided that such activities do not interfere with Contractor's ability to perform Services Contractor has agreed to perform for Clients of Garnexis LLC.

Garnexis LLC hereby notifies Contractor that no provision will be made for the withholding of any local, state, or federal income tax, Social Security taxes, unemployment compensation premiums, workers' compensation premiums, or any other employment-related tax. Contractor acknowledges and agrees that he/she bears individual responsibility for all employment taxes including the federal self-employment tax.

Garnexis LLC shall be responsible only for issuing an IRS Form 1099 on an annual basis where required. Contractor shall complete and provide to Garnexis LLC an IRS Form W-9 prior to performing any Services.

Contractor agrees to indemnify and hold harmless Garnexis LLC against (a) any and all liabilities, losses, claims, or actions arising from damage or injury to persons or property caused by or sustained in connection with Contractor's performance of Services under this Agreement, and (b) any tax liabilities, together with any interest or penalties assessed thereon, which Contractor or Garnexis LLC may be assessed arising from payments made to Contractor pursuant to this Agreement.

Contractor shall be responsible for obtaining his/her own professional liability insurance, at Contractor's own expense, in coverage amounts of no less than One million dollars ($1,000,000) per occurrence and Three million dollars ($3,000,000) in the aggregate.

Contractor further understands and acknowledges that because he/she is an independent contractor and not an employee of Garnexis LLC, Contractor is not covered by any state's workers' compensation insurance through Garnexis LLC.

In connection with engagement under this Agreement, Contractor may learn confidential information of Garnexis LLC or its Clients, including but not limited to client lists, business plans, pricing information, and any other information not known to the general public ("Confidential Information"). During and after the term of this Agreement, Contractor shall not directly or indirectly disclose or communicate any Confidential Information of Garnexis LLC or its Clients to any person or entity.

During the term of this Agreement, Contractor shall not directly solicit any other Contractor of Garnexis LLC to terminate their relationship with Garnexis LLC.

Contractor agrees to comply with all applicable HIPAA regulations and maintain the confidentiality of all patient information encountered during the performance of services. Contractor acknowledges that any unauthorized disclosure of protected health information may result in immediate termination of this Agreement and potential legal liability.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable, Garnexis LLC and Contractor agree that such term or provision shall be deemed modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law.

This Agreement contains the entire agreement between Garnexis LLC and Contractor and completely supersedes any and all prior agreements, written or oral, between the parties. This Agreement cannot be waived, modified, or supplemented except by written agreement executed by the Contractor and the Owner of Garnexis LLC.

This Agreement is personal in nature and shall not be assignable or transferable by either party without the prior written consent of the other party.

This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi. Any action to enforce any provision of this Agreement shall be brought only in a state or federal court located in or having jurisdiction over Panola County, Mississippi.

By accepting this Agreement during the Garnexis onboarding process, Contractor certifies that he/she has read this Independent Contractor Agreement carefully and in its entirety, fully understands its terms, and freely, knowingly, and voluntarily enters into it.