VARSITY TUTORS LLC

INDEPENDENT CONTRACTOR AGREEMENT FOR SERVICES

This agreement (Agreement) is entered into between Varsity Tutors LLC, a Missouri limited liability
company (the Company), and Tutor as of the date specified on the last page of this agreement. Tutor's name is
specified on the last page of this agreement.
RECITALS
A.
The Company is engaged in the business of locating and offering tutoring support for students of
all ages. Students contact the Company from time to time with requests for tutoring support in selected academic
areas and the Company may refer one of its independent contractors who can provide the requested support to the
student.
B.
The Company contracts with individuals who possess a background of education and experience
in a variety of educational fields and who also possess the skills necessary to provide effective tutoring services.
C.
The Company does not possess the skills, services or personnel necessary to train, supervise or
provide tutoring services to students and relies on independent contractors to provide such services.
D.
The Company interviews and evaluates available contractors to determine whether a contractor
possesses the skills, availability, and dedication required by the Company to enter into a tutoring relationship with a
specific student. The Company does not provide any training, required work programs or other instructions
regarding the preparation, content or the manner in which tutoring services are provided by the tutor and relies on its
interviews of prospective contractors to determine whether the educational background and prior experience appear
to be sufficient to support a referral by the Company of a specific tutor to a student looking for specific tutoring
support.
E.
Tutor has provided the Company with evidence of his or her training and educational background
and has participated in direct interviews with Company personnel and has also provided information necessary for
the Company to perform its routine background checks and has otherwise complied with the Companys process to
review and examine prospective tutors.
F.
Tutor acknowledges that the Company maintains relationships with a number of independent
contractors who possess a variety of educational skills, achievements and teaching experience and that Tutor will be
asked to provide tutoring services only when the Company has determined that Tutors background and experience
might be suitable for a student client of the Company. Tutor desires to be included in the Companys list of
independent contractors.
G.
The Company desires to engage the services of Tutor pursuant to this Agreement as an
independent contractor for the purpose of providing the Company with a resource capable of providing services
including, but not limited to, academic tutoring and test preparation for its student clients.
H.

These Recitals are considered material terms of this Agreement.

COVENANTS

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree as follows:
1.
Qualifications. Tutor has provided the Company with background information which describes
Tutors educational levels and experience as well as identifying Tutors specific areas of qualification. Tutor agrees
upon the annual anniversary date of this Agreement, to update all information provided to the Company as part of its
initial analysis and evaluation of Tutor. Additionally, Tutor shall provide, if applicable, updated evidence of the
automobile insurance required in Section 13 below.
2.
Contractor Services Engagement. The Company will notify Tutor when it believes that Tutor
may have the skills and experience to provide tutoring services to one of the Companys student clients and will
provide Tutor with a description of the requested services (Services) and the general time frame in which the
Services are to be completed. The Company will coordinate the engagement with the student client and Tutor,
including arranging for Tutor and student (or students parent or guardian if under the age of 18) to talk about the
Services and times and place of meeting.
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3.
Students Who Are Minors. The Company provides assistance to students at all educational
levels and frequently to students who are under the age of eighteen. In such situations, the Company contracts with
the parent or guardian of the student and Tutors first communication shall be with the parent or guardian. In the
event Tutors engagement involves a student under the age of eighteen years, Tutor will not conduct tutoring
sessions in a private residence or any non-public location unless the parent or guardian or a chaperone of at least
twenty-one years is present during the entire tutoring session.
4.
Services. Tutor agrees to provide the Services and will report directly to the Regional Director of
the Company, or other parties designated by the Company, in connection with the performance of Services under
this Agreement and shall fulfill any other duties reasonably associated with and requested by the Company in
connection with the Services. The Services to be provided by Tutor and the preparation of and the manner, means
and method of delivery of the Services shall be developed solely by Tutor based on his or her best judgments of the
tutoring support required to assist the student. Tutor shall be solely responsible for the content of the Services and
acknowledges that the Company does not participate in or support the development of the Services or their delivery.
Tutor is solely responsible to set the times to provide the Services as may be agreed upon with the student client
from time to time and agrees to comply with such scheduling that has been agreed upon. Tutor agrees to contact the
Company during the term of the engagement as necessary from time to time to provide the Company with notice of
any observed difficulties, progress of tutoring or lack thereof, or other issues that could become problems if not
addressed promptly.
5.
Independent Contractor. Tutor shall control and determine the method and means by which the
Services shall be rendered, including the preparation, content and structure of the Services and when, where and
how the Services are to be provided and the sequence of providing the Services. Tutors status under this Agreement
is that of an independent contractor and not that of an employee, agent or representative of the Company for any
purpose. Nothing contained in this Agreement requires the Company to utilize Tutors Services. Tutor may work for
any other person or entity and shall remain free to pursue other professional and personal activities and Tutor agrees
that such other activities shall not unreasonably interfere with the performance of Tutors responsibilities set forth
herein. Nothing herein will be construed to create a partnership, joint venture, agency or employment relationship
between Tutor and the Company.
This Agreement is NOT an employment agreement between Tutor and the Company. This Agreement
supersedes all other agreements of any nature whatsoever with regard to the subject matter hereof. Notwithstanding
the foregoing, this Agreement shall have no effect on any part of any pre-existing or later entered into agreement by
and between Tutor and the Company regarding matters not addressed herein.
6.
Professional Standards. Tutor acknowledges that many of the Services are personal in nature
and that the manner in which they are provided can affect the reputation of the Company in the field of tutoring
services and Tutor agrees to use its best efforts to perform such Services in a professional manner that one would
expect from a teaching professional. Tutor further agrees that Tutor will personally perform the Services and will
not delegate the performance of the Services.
7.
Compensation. As full compensation for the Services rendered by Tutor, the Company shall pay
Tutor at the rate specified on the last page of this agreement for Services performed in accordance with this
Agreement. Tutor shall be paid only for time spent tutoring and will not be compensated at that rate for time spent
traveling to and from tutoring sessions or preparing for the tutoring sessions. The amount due Tutor may be adjusted
by the Company as follows: if Tutor cancels a scheduled tutoring session with less than twenty-four (24) hours
notice to the student, the next one hour of tutoring Services shall be provided by Tutor without charge to the
Company. In the event Tutor fails to keep a scheduled session without notice to student, the next two hours of
tutoring Services shall be provided by Tutor without charge. Tutor agrees to adhere to the tutoring schedule set with
student from time to time and acknowledges that a failure to meet the agreed upon schedule may result in the
immediate termination of Services being provided pursuant to this Agreement.
The Company will pay Tutor within approximately ten (10) days following the end of each calendar month
during which time Tutor has provided any Services to students. Tutor understands and agrees that Tutor is required
to and will authorize the Company to make all payments required by this Agreement by direct deposit to the account
Tutor designates.
Tutor acknowledges that the Company cannot make payment unless Tutor has logged his or her tutoring
hours completed in the applicable calendar month. Tutor agrees to log his or her tutoring hours on the Companys
online website immediately after each session. In the event Tutor disputes the amount of the payment made by the
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Company in any given month, Tutor agrees to provide immediate notice to the Company of the disputed issues or
amounts and that the Company will have a period of twenty (20) days to investigate and respond to Tutors notice.
8.
No Reimbursement of Expenses. The Company shall not be responsible for nor shall it
reimburse Tutor for any expenses Tutor incurs in providing the Services during the term of this Agreement. Tutors
sole compensation is set forth in Paragraph 7 above.
9.
Offices, Equipment, and Tools. Tutor is an independent contractor and shall be fully responsible
to provide all tools and materials necessary for it to carry out the Services and Tutor shall ensure that he or she
possesses computers, calculators, reference materials, textbooks, notebooks, pens, art supplies and such other
materials as are reasonably necessary for Tutor to provide the Services in a complete and professional manner. Tutor
shall be solely responsible to provide his or her own office or working space and to arrange locations for the
delivery of the Services.
10.
Multiple Engagements. Tutor may be engaged for multiple students during the term of this
Agreement and Tutor and Company agree that the terms and conditions of this Agreement shall be binding on all
engagements undertaken during the term of this Agreement.
11.
Term of Agreement; Termination. The term of this Agreement shall commence on the date
specified on the last page of this agreement and shall continue for a period of thirty (30) days unless sooner
terminated in accordance with this Agreement. Thereafter, this Agreement shall automatically renew for successive
thirty (30) day terms unless and until terminated in accordance with the provisions of this Agreement.
Either the Company or Tutor may terminate this Agreement at any time upon at least thirty (30) days
written notice to the other party as provided in this Agreement. In the event of any such notice of termination, this
Agreement and all obligations set forth herein shall terminate as of the last day of the thirty (30) day term in which
the notice of termination expires.
The foregoing notwithstanding, if Tutor is convicted of any crime or offense, fails or refuses to comply
with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with
the performance of the Services, or materially breaches any provision of this Agreement, the Company may, at any
time, terminate the engagement of Tutor immediately and without prior written notice to Tutor.
12.
Termination of a Specific Engagement. Tutor acknowledges that the relationship between a
Tutor and a student is very personal and that a student may decide for any reason that its arrangement with Tutor is
not satisfactory. Similarly, the Company may determine in its sole discretion to terminate the Services being
provided at any time. In the event a student being tutored by Tutor or the Company elects to terminate the tutoring
engagement for any reason, the Company shall notify Tutor, and the engagement for Services for that specific
student pursuant to this Agreement shall terminate immediately. Tutor will be paid for all tutoring hours completed
for that specific student prior to receipt of the notice of termination. Any other engagements shall continue unless
Tutor is notified otherwise.
13.
Insurance. Tutor acknowledges that the Company is not obligated to provide any insurance of any
type that covers Tutors activities. Tutor is not an employee of the Company but acknowledges that persons who
claim injury caused by Tutor while providing Services to students may attempt to look to the Company for damages.
Accordingly, Tutor agrees during the term of this Agreement that he or she will not use a motor vehicle to travel to
or from tutoring sessions unless Tutor maintains at all times owned and non-owned automobile insurance with
coverage of not less than the amount required by applicable state law or if state minimum is not specified, coverage
of not less than 20,000/40,000 per occurrence and to provide Company with evidence of such insurance prior to the
commencement of Services hereunder and notice of renewal or replacement not less than fifteen (15) days prior to
expiration of such insurance. Tutor agrees to indemnify the Company for any losses or damage occasioned by the
negligence or intentional acts of Tutor during the term of this Agreement, which are not covered by Tutor
maintaining adequate insurance including motor vehicle insurance.
14.
Tax Liability. The Company shall not pay any federal, state or local income tax, or any payroll
tax of any kind and such taxes shall not be withheld or paid by the Company on Tutors behalf or any of its
employees or agents. Tutor acknowledges that it shall not be treated as an employee with respect to the Services
performed under this Agreement for any purpose, including federal or state tax purposes. Tutor understands and
agrees that it is responsible to pay its income tax in accordance with federal, state and local law and that all
withholdings for taxes and social security and other required payments to be made on its behalf and that of its
employees and agents shall be its sole responsibility. Tutor acknowledges that the Company will file all required
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reports with the Internal Revenue Service and appropriate state and local agencies, which may include Form 1099MISC and related state and local filings.
15.
No Benefits. Tutor is an independent contractor and neither it nor its employees or agents shall be
eligible for or entitled to any of the Companys pension, health or other fringe benefit plans, if any, or any other
benefits that the Company may extend to its employees from time-to-time. The Company is not obligated to obtain
workers compensation or unemployment insurance on behalf of Tutor or the employees of Tutor. Tutor shall
comply with workers compensation and unemployment insurance laws concerning Tutors business and employees,
if applicable.
16.
Confidential and Proprietary Information. Tutor acknowledges that, during the engagement
with the Company, Tutor may have access to and become acquainted with various trade secrets, inventions,
innovations, processes, information, records, specifications, and other proprietary and confidential information
owned or licensed by the Company and/or used by the Company in connection with the operation of its business
(Confidential Information) including, without limitation: the Companys business processes, methods, and
procedures; student client lists and information; lists of tutors and tutor information; the Companys financial
information and personnel information; account information; information regarding the Companys payroll system;
information regarding the Companys website development, management, and operation; marketing and advertising
information and materials; pricing information; information regarding sales practices; and information regarding the
Companys computer systems and data. All such Confidential Information is the exclusive property of the Company.
Tutor agrees that he or she will not disclose any Confidential Information, directly or indirectly, or use any
Confidential Information in any manner, either during the term of this Agreement or at any time thereafter, except as
required in the course of this engagement with the Company. Upon the termination of this Agreement for any
reason, or upon request by the Company at any time, Tutor shall immediately return all Confidential Information to
the Company and shall not keep or make any copies thereof.
17.
Adherence to Company Policies and Procedures. The Companys policies and procedures are
adopted to protect the Company and its Tutors and Tutor agrees to abide by such policies, as the same may be
adopted and amended from time to time. Tutor agrees to comply with the following policies and procedures, as they
may be amended from time to time by the Company:
A.
Tutor agrees that Tutor will not drive students, parents or guardians anywhere.
Failure to comply with this policy may result in the immediate termination of this Agreement.
B.
Tutor agrees to dress appropriately for all tutoring sessions and to present a
professional appearance on behalf of the Company. Tutor acknowledges that the following items are not
permitted under any circumstances: Cut-off shorts or pants; short skirts; shirts that expose mid-rifts or
otherwise overly revealing clothing; clothing with inappropriate language, symbols or gestures including
political statements; clothing with holes, stains or ragged edges.
C.
Tutor shall comply at all times with the Companys policies concerning students
who are under the age of 18 years.
D.
Tutor shall observe and comply with all laws, ordinances, regulations and rules of
the federal, state and local governments and agencies that may be applicable to the Services.
18.
Companys Use of Tutor Information. Tutors first name, test scores, personal statement,
photograph and any other data Tutor elects to share as part of his or her online profile may be used by the Company
in its sole discretion for marketing purposes, whether online, in print or through other media formats.
19.
Competition and Non-Solicitation. Tutor acknowledges that the Companys business is to
identify and contract with students interested in obtaining tutoring and related services and to arrange for the
delivery of such Services. The engagement of Tutor under this Agreement provides Tutor with the opportunity to
provide services to clients of the Company. In consideration of the opportunity to provide tutoring services, Tutor
expressly agrees as follows:
A.
Non-Solicitation of Clients. Tutor agrees that during the term of this Agreement
and for a period of one (1) year following the termination of this Agreement for any reason:
i.
Tutor will not solicit any of the Companys clients for the purpose of
providing tutoring or related services and shall not directly or indirectly induce any client of the
Company to request tutoring services from Tutor or any corporation, partnership, limited liability
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company or other entity which Tutor may work for or with for the purpose of offering tutoring
services.
ii.
Tutor will not directly or indirectly accept a request for tutoring or related
services from a person who is or has been a client of the Company during the Term of this
Agreement or for a period of one (1) year following the termination of the Agreement.
iii.
For purposes of this Section A, Tutor agrees that these limitations shall
apply to Tutor and to any person or entity which Tutor works for or with. Before accepting
tutoring work originating outside of this Agreement, Tutor shall inquire whether the prospective
client is or has been a client of the Company during the above periods;
B.
Non-Solicitation of Employees and Contractors. Tutor agrees that during the
term of this Agreement and for a period of one (1) year following the termination of this Agreement for any
reason, Tutor shall not, directly or indirectly hire, solicit, or encourage any employee, consultant, tutor or
other contractor of the Company to leave the Company and/or hire any such employee, consultant, or
contractor who has left the Companys employment or contractual engagement within one (1) year of such
employment or engagement.
C.
Non-Exclusivity. The Company and Tutor agree that, during and after the term of
this Agreement, Tutor may work with any person or entity and may compete with the Company in the
offering of tutoring services subject to the specific restrictions set out in Section 16 and this Section 19.
20.
Non-Disparagement. Tutor agrees that Tutor will not, during the term of this Agreement, make
any statement or take or omit to take any action, the effect of which is to criticize or otherwise disparage in any way
the Company or any of its management, employees, agents, other tutors, or clients. Tutor further agrees that Tutor
will not interfere in any manner with the business of the Company or its management, employees or other tutors.
21.
Remedies and Indemnification. In the event of any breach of this Agreement by either party, the
parties shall be entitled to all remedies provided at law or in equity. Additionally, certain of the Companys rights set
forth in this Agreement cannot reasonably or adequately be compensated by damages in an action at law and Tutor
agrees that in such event, the Company shall be entitled to injunctive and other equitable relief in the event of, or to
prevent, a breach of any provision of this Agreement by Tutor. Additionally, Tutor agrees to indemnify, defend,
save, and hold the Company, and its affiliates and employees, from and against all liabilities, damages, judgments,
claims, costs and expenses for and including reasonable attorneys fees, as a result of or arising out of (a) any breach
of any obligation, representation or warranty contained in this Agreement; (b) any employment or other taxes that
are or may be claimed owed from Tutor and related to compensation paid to Tutor hereunder; (c) Tutors violation
of any laws, ordinances, codes, regulations, or guidelines; and (d) for Tutors activities in connection with providing
Services pursuant to this Agreement.
22.
Cost of Enforcement. In the event suit is brought for the enforcement of, or the declaration of
rights pursuant to this Agreement or as the result of any alleged breach of any restriction, covenant or other
provision of this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including
reasonable attorneys fees and costs, from the losing Party, whether at the trial level, on appeal, or in bankruptcy
proceedings, and any judgment or decree rendered in such proceedings shall include an award thereof. The amount
of attorneys fees and costs shall be set by the court and not a jury.
23.
Survival. All of those provisions of this Agreement that require performance by either party
following termination of Tutors engagement by the Company hereunder shall survive any termination of this
Agreement.
24.
Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
25.
Choice of Law. The laws of the State of Missouri shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the parties hereto. Tutor and the Company
agree that venue for any dispute concerning this Agreement shall be in the superior court of the County of St. Louis,
State of Missouri.
26.
Assignment. Tutor acknowledges that this is a personal services contract and is not assignable by
Tutor nor may Tutor delegate the performance of any of his or her duties hereunder, as set forth in Section 6. Any
attempt to assign this Agreement or delegate the performance of any duties shall be null and void and shall
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immediately end the term of this Agreement.

27.
Notice. Any and all notices, demands, requests, elections or other communications required or
permitted to be given by either Party to the other shall be in writing, or by electronic or facsimile transmission
together with proof of same and shall be either personally delivered, electronically conveyed or faxed with proof of
transmission of same or deposited in the United States mail, first-class registered or certified postage prepaid, return
receipt requested, and addressed to the Parties as outlined on the last page of this agreement.
28.
Modification or Amendment. No amendment, change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto.
29.
Entire Understanding. This document constitutes the entire understanding and agreement of the
parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in
their entirety and are of no further force and effect.
30.
Severability. Should any one or more sections of this Agreement be found to be invalid, illegal, or
unenforceable in any respect, the validity, legality, and enforceability of the remaining sections contained herein
shall not in any way be affected or impaired thereby. In addition, if any section hereof is found to be partially
enforceable, then it shall be enforced to that extent. A court with jurisdiction over the matters contained in this
Agreement shall have the authority to revise the language hereof to the extent necessary to make any such section or
covenant of this Agreement enforceable to the fullest extent permitted by law.
COMPANY:

TUTOR:

Varsity Tutors LLC, a Missouri

limited liability company
_______________________________________
Tutors Signature

By: Charles Cohn

Title: Chief Executive Officer

_______________________________________
Tutors Printed Name

Date of Agreement: __________________________

Tutor Rate of Pay: $19 per hour
Tutor Permanent Address:

Tutors E-Mail: __________________________

Company Address:

Varsity Tutors LLC

Post Office Box 9198
St. Louis, MO 63117

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner
provided above.
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