THIS INDEPENDENT CONTRACTOR AGREEMENT is made and entered into as of the [DATE] day of [MONTH], 2024 (the “Effective Date”), by and between Students Who Sit, Inc., a Connecticut corporation with offices located at Hillspoint Road, Westport, CT 06880, or any of its current or future subsidiaries, affiliates, divisions, successors or assigns (collectively, referred to as the “Company”) and the undersigned service provider (hereinafter, “Service Provider”). 



1. Services.

During the term of this Agreement, Service Provider shall, as an independent contractor, perform certain childcare services (the “Services”) for customers of the Company (“Company Customers”), upon the terms and subject to the conditions hereinafter set forth. Specifically, during the term of this Agreement, Service Provider shall perform, on an hourly basis, in a competent and professional manner and in accordance with generally accepted industry standards, the childcare services necessary and required of Service Provider by Company Customers. 

2. Fees. 

The Company shall collect payment from Company Customers for the Services and shall remit 80% of the amount collected to Service Provider.  

3. Responsibilities of Service Provider. 

Service Provider shall use his/her best efforts to provide the Services in accordance with the terms hereof, to keep the Company advised of the status of such Services, to permit any representative of the Company to review and observe the Services, and to keep records of hours worked. 

4. Term; Termination. 

This Agreement may be terminated at any time prior to the expiration of any term by either party, upon such party providing at least fifteen (15) days prior written notice of such termination to the other party. In addition, this Agreement may also be immediately terminated by either party upon the occurrence of a material breach of this Agreement.  

5. Independent Contractor. 

Service Provider is an independent contractor hereunder, and neither party nor its employees, agents or contractors shall be deemed to be employees of the other. Service Provider shall devote such time as is reasonably required to perform its duties hereunder, it being understood that the Company is only interested in the satisfactory results of such services. Neither party shall have any authority, express or implied, to commit the other in any way to perform in any manner, or to pay money for services or materials. Service Provider shall have sole control over the manner and means used to perform services hereunder, consistent with its status as an independent contractor. Accordingly, Service Provider shall furnish, at its own expense, the equipment, supplies and other materials used to perform services hereunder. Further, as an independent contractor, Service Provider will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans that may be offered by the Company to its employees.  

6. Non-Circumvention and Confidential Information. 

(a) Non-Circumvention.

The Service Provider shall not, directly or indirectly, except in collaboration with or with the prior express written consent of the Company:   

(i) enter into any transaction with any Company Customer (the "Introduced Party") similar to, in competition with, or which otherwise could have the effect of preventing the Company from receiving the full benefit of, the transactions contemplated by this Agreement; 

(ii) solicit the Introduced Party to enter into any such transaction; or 

(iii) induce, solicit, procure, or otherwise encourage its representatives or any other third party, or respond to any solicitation from any of the same, to enter into any such transaction. 

(b) Confidential Information. 

(i) Definition. As used herein the term “Confidential Information” means all information related to the business of the Company and its customers which is communicated to or obtained by Service Provider. Such information may be in tangible or intangible form and shall include, but not be limited to, customer lists, sales and market information, financial statements and information, business plans, personal information of and information received in confidence from the customers, clients or potential clients of the Company or others having dealings with the Company, and any other information relating to the business of the Company, whether existing as of the date hereof or developed or acquired after the date hereof. 

(ii) Restrictions. During the term of this Agreement and forever thereafter, Service Provider shall, unless otherwise permitted by the Company, (1) maintain the Confidential Information in strict confidence; (2) not disclose the Confidential Information to any person, firm, corporation or other entity; (3) not use any Confidential Information for the benefit of Service Provider or any other person, firm, corporation or entity; (4) not authorize or permit such use or disclosure of Confidential Information; and (5) not use the Confidential Information in any way detrimental to the Company. 

 (iii) Exception. The restrictions on disclosure and use of the Confidential Information shall not prevent Service Provider from using information in the proper performance of Service Provider’s duties hereunder. 

(c) Reasonableness of Restrictions. SERVICE PROVIDER ACKNOWLEDGES AND AGREES THAT THE DURATION, SCOPE, TERRITORY, REMEDIES AND BUSINESS LIMITATIONS OF THE PROVISIONS OF THIS SECTION 6 ARE REASONABLE, NECESSARY FOR THE PROTECTION OF THE COMPANY, AND FULLY ENFORCEABLE AND THAT THESE ATTESTATIONS ARE MADE BY SERVICE PROVIDER FOLLOWING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. THE COMPANY’S OFFER FOR SERVICE PROVIDER TO PERFORM SERVICES FOR THE COMPANY IS CONDITIONED ON SERVICE PROVIDER AGREEING TO THE RESTRICTIONS CONTAINED IN THIS SECTION 6. SERVICE PROVIDER ACKNOWLEDGES THAT THE CONSIDERATION RECEIVED BY SERVICE PROVIDER IN RETURN FOR THESE RESTRICTIONS IS ADEQUATE AND SUFFICIENT. AS SUCH, SERVICE PROVIDER HEREBY WAIVES ANY RIGHT TO CLAIM THAT THE RESTRICTIONS CONTAINED IN THIS SECTION 6 ARE UNENFORCEABLE DUE TO THE LACK OR FAILURE OF CONSIDERATION.     

 7.  Indemnification.

Service Provider will indemnify and hold harmless the Company, its officers, members, managers, employees, and agents from any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees and costs of suit) by any party that directly or indirectly result from a breach or alleged breach of any of Service Provider’s agreements, obligations, warranties or covenants under this Agreement, or any misrepresentations by Service Provider contained in this Agreement, provided that the Company will give Service Provider written notice of any such claim and Service Provider will have the right to participate in the defense of any such claim at Service Provider’s expense.  

8. Severability. 

The covenants, provisions, and sections of this Agreement are severable, and in the event that any portion of this Agreement is held to be unlawful or unenforceable, the same will not affect any other portion of this Agreement, and the remaining terms and conditions or portions thereof will remain in full force and effect. This Agreement will be construed in such case as if such unlawful or unenforceable portion had never been contained in this Agreement, in order to effectuate the intentions of the parties executing this Agreement, unless removal of such covenant, provision or section will make this Agreement impossible for a party to perform. 

9. Reformation. 

In furtherance and not in limitation of the foregoing, should any duration or geographical restriction on business activities covered under this Agreement or any other provision of this Agreement be found by any court of competent jurisdiction to be less than fully enforceable due to its breadth of restrictiveness or otherwise, the parties intend that such court will enforce this Agreement to the full extent the court may find permissible by construing such provisions to cover only that duration, extent or activity which may be enforceable. The parties acknowledge the uncertainty of the law in this respect and intend that this Agreement be given the construction that renders its provisions valid and enforceable to the maximum extent allowed by law. 

10. Unique Nature of Agreement. 

Service Provider agrees that the covenants made in, and the rights conveyed by, this Agreement are of a unique and special nature and that any violation of this Agreement by Service Provider will result in immediate and irreparable harm to the Company. In such event, the Company shall be entitled to an injunction or a decree of specific performance from a court of equity in addition to other rights or remedies which the Company may have at law, in equity or under this Agreement. Service Provider hereby waives the right to assert the defense that any such breach can be adequately compensated in damages in an action at law. 

11. No Waiver. 

The failure of either party to object to any conduct or violation of any of the covenants made by the other under this Agreement will not be deemed a waiver of any rights or remedies. No waiver of any right or remedy arising under this Agreement will be valid unless set forth in an appropriate writing signed by both parties. 

12. Binding Effect; Assignment. 

All rights, remedies, liabilities, covenants and agreements given to or imposed upon either of the parties hereto apply to the agents, legal representatives, successors and assigns of the Company and the heirs, legal representatives, successors and assigns of Service Provider. This Agreement may not be assigned or delegated by Service Provider so as to relieve Service Provider from Service Provider’s obligations hereunder without the prior written consent of the Company, which consent may be withheld by the Company in its sole discretion.  

13. Taxes. 

Service Provider is an independent contractor and as such the Company has no obligation for employee liability under state and federal laws, including but not limited to any withholding taxes, worker’s compensation or unemployment taxes for or on behalf of Service Provider.   

14.  Governing Law. 

This Agreement will be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to the conflict of laws principles thereof. In any litigation initiated by the Company for enforcement of the provisions of this Agreement, the Company shall be entitled to recover, in addition to other amounts awarded under such judgment, its reasonable attorneys’ fees and costs of suit. Service Provider irrevocably agrees that any dispute brought under this Agreement shall have jurisdiction in the state and federal courts in Fairfield County, Connecticut and hereby specifically consents to the venue of such courts.  

15. Entire Agreement. 

This Agreement constitutes the entire understanding between the parties and supersedes all prior oral or written communications, proposals, representations, warranties, covenants, understandings or agreements between the parties relating to the subject matter of this Agreement. No alterations, amendments, changes or additions to this Agreement will be binding upon the parties unless reduced to writing and signed by the party against whom enforcement thereof is sought. 

16. Survival. 

The provisions of this Agreement, and the continuing obligations of the parties hereunder, shall survive the termination hereof as well as the assignment of this Agreement by the Company to any successor in interest or other assignee.   

IN WITNESS WHEREOF, the parties have executed this Agreement and have made it effective as of the day and year first above written. 

SERVICE PROVIDER 

By: SWS Sitter

Name: Registered Sitter

STUDENTS WHO SIT, INC. 

By: 

Name: 

Sydelle Bernstein 

Title: 

Founder & CEO