LULUCARE HEALTHCARE PROFESSIONAL AGREEMENT

Version 1.1 · 2026-07-19

Lulu Staffing LLC d/b/a LuluCare · support@trylulucare.com · https://lulucare.vercel.app

This Healthcare Professional Agreement ("Agreement") describes the relationship between Lulu Staffing LLC d/b/a LuluCare ("LuluCare"), and each healthcare professional who claims, accepts, or performs assignments through the LuluCare platform ("Healthcare Professional" or "Professional").

ARTICLE 1 — PURPOSE AND SCOPE

1.1 Purpose

LuluCare operates an online per-diem healthcare-staffing marketplace that enables qualified healthcare professionals (such as CNAs, LVNs, and RNs) to discover, claim, accept, and complete healthcare service opportunities posted by independent skilled nursing facilities, healthcare facilities, and other authorized organizations ("Facilities").

This Agreement establishes the terms governing the Professional's participation in the LuluCare platform. It applies whenever the Professional creates or maintains an account, submits credentials, seeks or accepts a shift, communicates through the platform, records time, submits a timecard, receives payment, or otherwise uses LuluCare's services.

This Agreement works together with LuluCare's Terms of Service, Privacy Policy, E-Sign Consent, Community Standards & Acceptable Use Policy, Payment & Payout Policy, Timekeeping & Attendance Policy, Cancellation Policy, Credentialing Policy, and any shift-specific terms or Facility requirements presented through the platform (collectively, the "Platform Terms"). This Agreement incorporates the Community Standards, Timekeeping & Attendance, Payment & Payout, and Credentialing policies by reference. If this Agreement conflicts with another Platform Term, this Agreement controls with respect to matters specifically governing Healthcare Professionals unless the applicable document expressly states otherwise.

Participation is voluntary. Subject to eligibility requirements and the terms governing an accepted shift, the Professional chooses whether to create an account, remain active on the platform, view available opportunities, claim or accept a shift, and provide services through a Facility opportunity.

Nothing in this Agreement guarantees that the Professional will receive any shift, assignment, minimum number of hours, minimum amount of compensation, or continued access to opportunities. LuluCare does not guarantee that Facilities will post shifts or select any particular Professional.

1.2 Marketplace Services

LuluCare provides technology and administrative services designed to facilitate connections and transactions between Professionals and Facilities. Depending on availability and platform functionality, these services may include:

• account creation and profile management;

• credential collection, review, tracking, and verification;

• collection of background-check authorizations and eligibility review;

• shift discovery, search, claiming, offers, and confirmations;

• Facility-specific qualification and instruction displays;

• in-platform messaging and shift-related communications;

• electronic records, disclosures, acknowledgments, and attestations;

• location-supported clock-in and clock-out tools using a configurable geofence;

• meal-period recording and other timekeeping tools;

• electronic timecards, corrections, approvals, and disputes, with electronic signatures applied by both the Professional and the Facility;

• payment processing and weekly, administratively reviewed payouts;

• platform notifications and reminders;

• safety, quality, fraud-prevention, and compliance support; and

• other products, tools, or features LuluCare may introduce.

An instant or expedited payout feature ("Instant Pay" / "Instant Cash Out") is not currently offered and may be introduced in the future. Nurse payout setup is handled through Stripe-hosted Connect onboarding (transfers only); Stripe collects the Professional's Social Security number, tax, and bank information, and LuluCare does not store that information.

LuluCare may modify, improve, suspend, replace, or discontinue platform features, subject to applicable law and any obligations relating to an already accepted shift.

1.3 Electronic Participation and Communications

Because LuluCare operates through electronic systems, the Professional agrees that interactions with LuluCare and Facilities may occur electronically. The Professional consents to receive agreements, notices, disclosures, credential reminders, shift communications, payment information, policy updates, and other records through the platform, email, text message (SMS), push notification, or another electronic method permitted by law.

Text messages and other electronic communications described above are sent for operational, transactional, and shift-related purposes. Marketing or promotional communications, if any, are subject to separate consent and opt-out mechanisms as required by applicable law.

The Professional agrees that electronic signatures, checkbox acknowledgments, platform confirmations, timekeeping entries, attestations, and other electronic records may be used to evidence the Professional's actions and agreement to the fullest extent permitted by law.

The Professional is responsible for maintaining a functioning device, reliable contact information, and reasonable access to the internet or cellular service necessary to use relevant platform features. A Facility's poor connectivity does not excuse inaccurate timekeeping; the Professional must follow any offline, correction, or support process made available by LuluCare.

1.4 Eligibility and Platform Access

Creating an account does not guarantee approval, eligibility to claim or accept shifts, selection by a Facility, or continued access to the platform.

To become eligible to claim shifts, the Professional must complete onboarding, which currently includes: government-issued photo ID identity verification; a valid professional license (such as CNA, LVN, or RN); current CPR/BLS certification; a TB test or chest X-ray; authorization for a background check; an emergency contact; a verified U.S. mobile number (confirmed by SMS one-time passcode); and acceptance of the Terms of Service, Privacy Policy, E-Sign Consent, and this Agreement. Access to claim shifts is gated until onboarding is complete, and eligibility is enforced by the platform when the Professional attempts to claim a shift.

Background-check authorization is the final step of onboarding. When the Professional provides a standalone FCRA authorization at the end of onboarding, that authorization initiates third-party background screening through a consumer reporting agency (Checkr).

LuluCare may require identity verification, professional licenses, certifications, health records, screening authorizations, background-check information, experience information, payment-account setup, and other documentation reasonably related to eligibility, Facility requirements, safety, fraud prevention, or legal compliance.

LuluCare may approve, deny, restrict, pause, or withdraw platform eligibility based on incomplete, expired, inaccurate, unverifiable, or disqualifying information; failure to satisfy Facility requirements; platform misconduct; safety or quality concerns; suspected fraud; or other grounds permitted by this Agreement and applicable law.

The Professional must promptly update information that becomes inaccurate and must notify LuluCare of any event that may affect eligibility, including a restriction, suspension, expiration, investigation, disciplinary action, or other change involving a professional license, certification, background qualification, work authorization, or ability to perform healthcare services safely.

1.5 No Medical or Employment Advice

LuluCare does not provide medical, clinical, legal, tax, insurance, licensing, or employment advice to Professionals. The Professional remains responsible for understanding and complying with the laws, professional standards, scope-of-practice rules, tax obligations, insurance requirements, and Facility policies applicable to the Professional's services.

The parties acknowledge that worker classification and related legal obligations depend on applicable law and the parties' actual relationship and conduct, not merely the title or wording of this Agreement. This Agreement must be reviewed alongside LuluCare's operating model by qualified counsel before production use.

ARTICLE 2 — INDEPENDENT CONTRACTOR RELATIONSHIP

2.1 Independent Contractor Status

The Professional is an independent contractor. The Professional is not an employee, agent, partner, joint venturer, or franchisee of LuluCare, and nothing in this Agreement creates an employment relationship between the Professional and LuluCare. LuluCare operates a marketplace and technology platform that connects the Professional with Facilities; LuluCare does not itself provide healthcare services and is not the recipient of the Professional's clinical work.

The Professional is likewise not an employee of LuluCare by virtue of performing an Assignment at a Facility. The employment, staffing, or other relationship (if any) between the Professional and a Facility is a matter between the Professional and that Facility, determined by their conduct and applicable law.

2.2 Control Over Means and Methods

As an independent contractor, the Professional controls the professional means and methods by which the Professional performs clinical work, exercising independent professional judgment consistent with the Professional's license, certifications, and scope of practice. On-site, the Professional must reasonably follow the direction, clinical protocols, assignment instructions, and workplace rules of the Facility, and must cooperate with the Facility's supervising personnel as required for patient safety and lawful operation. Facility direction regarding what services are needed, when, and for which patients does not convert the Professional into an employee of LuluCare.

2.3 No Wage, Benefit, or Withholding Obligations from LuluCare

LuluCare is a technology marketplace. LuluCare is not the employer of the Professional and is not a staffing agency that employs the Professional; the Professional is a 1099 independent contractor. LuluCare does not pay wages, salary, overtime, or employee benefits to the Professional and does not provide health insurance, retirement benefits, paid leave, workers' compensation coverage (except as required by law, if any), unemployment insurance, or similar employee benefits. LuluCare facilitates payment of Healthcare Professional Earnings based on Approved Hours as described in Article 6 and in the Payment & Payout Policy, and does not withhold income or employment taxes except to the extent LuluCare or its Payment Processor is legally required to withhold or remit (for example, backup withholding).

LuluCare is not liable for, and is not responsible for, any wages, overtime, benefits, or amounts owed to the Professional as an employee, nor for any employment, worker-classification, wage-and-hour, or benefits claim, nor for any clinical care, malpractice, or patient-care claim. Any such matter is between the Professional and the Facility, determined by their conduct and applicable law. As an intermediary marketplace, LuluCare is not liable for the acts or omissions of either the Professional or the Facility in their dealings with one another.

2.4 Responsibility for Taxes

The Professional is solely responsible for all federal, state, and local income, self-employment, and other taxes arising from amounts the Professional earns through the platform, except to the extent LuluCare or its Payment Processor is legally required to withhold, remit, or report. The Payment Processor (Stripe) collects the Professional's tax information and issues any applicable tax forms (such as Form 1099-NEC or Form 1099-K) directly to the Professional under the payment structure and applicable law, as further described in the Payment & Payout Policy; LuluCare does not prepare, issue, or store those tax forms. LuluCare does not provide tax advice.

2.5 No Authority to Bind LuluCare

The Professional has no authority to act for, represent, make commitments on behalf of, incur obligations for, or otherwise bind LuluCare, and must not hold itself out as having such authority. The Professional may not represent to any Facility, patient, government body, or third party that the Professional is an employee or authorized agent of LuluCare.

2.6 Own Business

The Professional retains the right to accept or decline any Shift, to perform services for other staffing agencies, facilities, platforms, or clients, and to conduct the Professional's own business, subject only to the eligibility, conduct, non-circumvention, and other obligations expressly set out in this Agreement and the Platform Terms. The Professional is responsible for the Professional's own tools, transportation, professional supplies not furnished by the Facility, and business expenses, except as a Facility or applicable law otherwise provides.

ARTICLE 3 — ELIGIBILITY, CREDENTIALING, AND ONBOARDING

3.1 Onboarding Required Before Access

Before the Professional may claim or accept Shifts, the Professional must complete LuluCare's onboarding and be determined eligible. Access to claim Shifts is gated until onboarding is complete, and eligibility is enforced by the platform each time the Professional attempts to claim a Shift, consistent with Section 1.4.

3.2 Credentialing and Eligibility Requirements

The Professional must satisfy and thereafter maintain the credentialing and eligibility requirements described in the Background Check & Credential Verification Policy and the Credentialing Requirements Manual, which currently include: government-issued photo ID identity verification; a valid and current professional license (such as CNA, LVN, or RN); current CPR/BLS certification; a current TB test or chest X-ray; a background-check authorization; an emergency contact; and a verified U.S. mobile number confirmed by SMS one-time passcode. LuluCare reviews submitted documents through an administrative workflow with statuses of Pending, Verified, and Rejected, and may require primary-source or additional verification before activating eligibility. Background-check authorization and the resulting screening are the last step of onboarding: the Professional completes the standalone FCRA authorization at the end of onboarding, and that authorization initiates third-party screening through a consumer reporting agency (Checkr).

3.3 Acceptance of Platform Terms

As part of onboarding, the Professional must accept the Terms of Service, the Privacy Policy, the E-Sign Consent, and this Agreement. This Agreement incorporates by reference, and the Professional agrees to comply with, the Community Standards & Acceptable Use Policy, the Timekeeping & Attendance Policy, the Payment & Payout Policy, the Background Check & Credential Verification Policy, and the Credentialing Requirements Manual, each as updated from time to time.

3.4 Continuing Eligibility

Eligibility is conditional and ongoing. The Professional must keep all credentials current, valid, and verifiable and must complete reasonable reverification when requested. The Professional may become ineligible to claim, accept, or perform Assignments when a required credential is expired, suspended, restricted, unverifiable, or incomplete. The Professional must promptly notify LuluCare of any material change affecting eligibility, as described in Section 1.4 and in the Background Check & Credential Verification Policy. LuluCare may provide credential-expiration reminders as a courtesy but does not guarantee that reminders will be sent or received.

3.5 Accuracy of Information

All information and documents the Professional submits must be complete, authentic, accurate, legible, and current. Documents may not be forged, altered, borrowed, expired, misleading, or submitted on behalf of another person. The Professional may not permit any other person to complete identity verification, onboarding, screening, Clock Events, or Assignments on the Professional's behalf.

ARTICLE 4 — ASSIGNMENTS AND SHIFTS

4.1 Claiming Shifts

Eligible Professionals may view and claim available Shifts through the platform. A Shift that has been claimed and confirmed through the platform becomes an "Assignment." Claiming is subject to platform capacity controls, including limits on the number of openings for a Shift; where only a last remaining opening exists, it is available on a first-come basis until filled. Claiming a Shift does not guarantee that the Assignment will proceed if a credential, eligibility, or Facility requirement is not satisfied at claim time or thereafter.

4.2 Commitment, Cancellation, and No-Shows

A confirmed Assignment is a serious professional commitment. Cancellations, no-shows, late cancellations, early departures, and related attendance matters are governed by the Timekeeping & Attendance Policy. The Professional must promptly report delays, emergencies, illness, or inability to attend through the platform or designated support channel and must follow applicable cancellation and no-show procedures. Attendance-related violations may result in the actions described in the Timekeeping & Attendance Policy and Article 15.

4.3 Professional Conduct and Scope of Practice

While performing an Assignment, the Professional must act professionally, provide services within the Professional's license and lawful scope of practice, and comply with the Community Standards & Acceptable Use Policy. The Professional must not accept an Assignment that the Professional is not qualified, licensed, or physically and mentally fit to perform safely.

4.4 Following Facility Policies On-Site

While on-site, the Professional must follow the Facility's lawful policies, clinical protocols, safety rules, infection-control requirements, reporting instructions, and the direction of authorized Facility personnel, and must complete required handoff and departure procedures. A Facility may impose lawful Assignment-specific requirements in addition to LuluCare's general requirements; a Professional who is generally eligible may still be ineligible for a particular Facility or Assignment. The Facility remains responsible for determining whether the Professional satisfies the Facility's own legal, regulatory, accreditation, contractual, clinical, and operational requirements.

ARTICLE 5 — TIMEKEEPING AND ATTENDANCE

5.1 Clock Events and Server Time

The Professional must personally record the Professional's own clock-in, clock-out, and meal events using the Professional's own authorized Account and device, unless LuluCare provides an approved alternative process. Each Clock Event is timestamped using LuluCare's server time at the moment the event is recorded, rather than the device's local clock. The Professional must clock in when present, ready to begin, and permitted to start, and must clock out when all compensable duties are complete, consistent with the Timekeeping & Attendance Policy.

5.2 Location Verification and Geofence

The platform may collect device location information when the Professional records a Clock Event and may apply a configurable geofence around the Facility, with a radius that may be set per Facility, to help verify that Clock Events occur at or near the Facility. The Professional must enable the permissions reasonably required for location-supported Clock Events and must not use GPS spoofing, location-masking software, shared devices, or other methods intended to falsify location. Location verification is associated with specific timekeeping actions and is not intended to track the Professional continuously.

5.3 Meal Periods

The platform tracks meal periods through meal-start and meal-end events. The Professional must accurately record meal periods when required and must not record a meal period that did not occur or omit one that did. Missed, interrupted, late, shortened, or on-duty meal periods must be reported accurately through the available platform process.

5.4 Timecards, Attestation, and Dual Electronic Signatures

At the end of an Assignment, the platform automatically calculates worked hours from the recorded Clock Events and meal periods and presents a Timecard for attestation. The Professional applies an electronic signature attesting that the Timecard accurately reflects time worked, meal periods taken or missed, corrections or exceptions, the Facility location and Assignment performed, and any early release, extension, or material schedule change. An authorized Facility representative also applies an electronic signature as part of review and approval, so that a completed Timecard carries the electronic signatures of both the Professional and the Facility.

5.5 Corrections and Disputes

Requests to correct an inaccurate Clock Event, meal record, scheduled time, approval, or other entry, and disputes over hours, meal periods, release time, or attendance, are handled through the correction and dispute processes in the Timekeeping & Attendance Policy. Corrections must reflect what actually occurred. LuluCare may make an administrative determination for marketplace billing and payout purposes; such a determination is not a judicial, licensing, employment, or regulatory finding.

5.6 Approval Freezes Rates

Upon Facility approval of a Timecard, the applicable Healthcare Professional pay rate and Facility bill rate are frozen onto the approved Timecard record, the Approved Hours become "Ready for Billing," and a corresponding Healthcare Professional earning is created as described in Article 6. Later changes to standard rates do not alter an already-approved record except through the correction or dispute process.

ARTICLE 6 — COMPENSATION AND PAYMENT

6.1 Basis of Compensation

The Professional is paid based on Approved Hours at the pay rate frozen onto the approved Timecard for the Assignment, together with any applicable premiums, authorized corrections, or other amounts described in the Payment & Payout Policy. Facility bill rates may differ from the Professional's pay rate, and LuluCare may retain a marketplace margin, service fee, or other agreed amount; the Facility's total charge is not necessarily the amount payable to the Professional.

6.2 Earning Created on Facility Approval; Decoupled from Collection

A Healthcare Professional earning for an Assignment is created when the Facility approves the Timecard. That earning is not conditioned on whether the corresponding Facility invoice is collected; the Professional's payout is decoupled from Facility invoice collection. A failed or delayed Facility payment does not eliminate the Professional's entitlement to amounts otherwise properly due.

6.3 Weekly, Administratively Reviewed Payouts

LuluCare's default payout schedule is generally weekly for eligible Healthcare Professional Earnings associated with Approved Hours. Payouts are staged by the platform and reviewed and released by a LuluCare administrator; no payout is transferred automatically. Amounts are treated as "paid" only when the Payment Processor confirms settlement to the recipient's account. Initiating or submitting a transfer is not itself a completed payout. Bank holidays, weekends, bank processing, Payment Processor review, account verification, holds, and technical issues may affect timing, as described in the Payment & Payout Policy.

6.4 Payout Onboarding via Stripe Connect

Payout setup is completed through a Stripe-hosted Connect onboarding flow (Stripe Express, configured for transfers only). Stripe collects and verifies identity, tax, and bank information — including Social Security number, tax details, and bank-account information — directly through its own hosted process. LuluCare does not collect or store this payout onboarding information; it is held by the Payment Processor. The Professional must maintain an active and eligible Stripe Connect account and a valid supported payout destination to receive payouts.

6.5 Instant Pay Not Currently Offered

An accelerated or expedited payout feature ("Instant Pay" / "Instant Cash Out") is not currently offered and is not available to any Professional. Any reference to such a feature describes only how it would operate if LuluCare enables it in the future. If LuluCare enables it, it would be optional, subject to a disclosed per-transfer fee, and subject to the eligibility and limitation terms described in the Payment & Payout Policy.

6.6 Holds, Corrections, and Recovery

LuluCare or the Payment Processor may place a payout or Account under review for the reasons described in the Payment & Payout Policy, including disputed Timecards, suspected fraud, verification gaps, or legal obligations. Where a duplicate payment, calculation error, or other material mistake occurs, LuluCare may correct it through the methods described in the Payment & Payout Policy. LuluCare will not knowingly require the Professional to return compensation that is lawfully theirs.

6.7 Taxes and Tax Forms

The Professional is responsible for the Professional's own taxes as described in Section 2.4 and the Payment & Payout Policy. The Payment Processor (Stripe) collects the Professional's tax information and issues any applicable tax forms — including any Form 1099 — directly to the Professional. LuluCare does not prepare, issue, or store tax-form details or 1099s; that information is collected and held by the Payment Processor. A Professional who fails to provide required tax information may be subject to payout restrictions or backup withholding where legally required.

ARTICLE 7 — PROFESSIONAL, LICENSING, AND LEGAL COMPLIANCE

7.1 Licensure and Certifications

The Professional must hold, maintain, and keep current all licenses, registrations, and certifications required to perform Assignments, and must practice only within the Professional's lawful scope of practice. The Professional must not perform any service the Professional is not licensed, certified, competent, or authorized to perform.

7.2 Compliance with Law and Standards

The Professional must comply with all applicable federal, state, and local laws, professional and ethical standards, licensing-board rules, and the clinical, safety, and operational standards of the Facility while performing an Assignment. The Professional must not engage in conduct that is fraudulent, abusive, discriminatory, or otherwise prohibited by the Community Standards & Acceptable Use Policy or applicable law.

7.3 Mandatory and Incident Reporting

The Professional must comply with all mandatory-reporting obligations imposed by law or professional standards (including reporting of suspected abuse, neglect, or unsafe conditions) and must report clinical incidents, injuries, errors, and safety events to the appropriate Facility personnel in accordance with Facility policy and applicable law. For urgent patient-safety or workplace emergencies, the Professional must contact emergency services or appropriate Facility leadership before contacting LuluCare. The Professional must not include patient-identifying clinical information or PHI in platform timekeeping, correction, dispute, or messaging fields.

7.4 Duty to Disclose

The Professional must promptly notify LuluCare of any restriction, suspension, expiration, surrender, revocation, investigation, disciplinary action, exclusion, sanction, or criminal matter (where disclosure is legally required) affecting a license, certification, background qualification, insurance, or ability to perform Assignments safely and lawfully, as further described in the Background Check & Credential Verification Policy.

ARTICLE 8 — BACKGROUND CHECKS AND SCREENING AUTHORIZATION

8.1 Authorization for Screening

The Professional authorizes LuluCare to verify the Professional's identity, credentials, and eligibility and to obtain background and consumer-report information as described in the Background Check & Credential Verification Policy. Background screening is initiated upon the Professional's authorization, which is the final step of onboarding: when the Professional completes the standalone FCRA disclosure and authorization at the end of onboarding, that authorization triggers screening. The screening is conducted by a third-party consumer reporting agency (Checkr), not by LuluCare.

8.2 Standalone FCRA Disclosure and Authorization

Any background screening that requires a disclosure and authorization under the Fair Credit Reporting Act and applicable state law will be authorized through a separate, standalone FCRA disclosure and authorization document consisting solely of the disclosure and authorization. This Agreement is not that document and does not itself serve as the required standalone disclosure or authorization.

8.3 When Screening Runs

The Professional's background-check authorization is the final step of onboarding. When the Professional provides the standalone FCRA disclosure and authorization at the end of onboarding, that authorization immediately initiates third-party background screening through a consumer reporting agency (Checkr). Screening runs upon authorization — not at some later, deferred time. Once a consumer report is returned, the pre-adverse-action, dispute, and final-adverse-action processes described in the Background Check & Credential Verification Policy apply.

ARTICLE 9 — CONFIDENTIALITY, PRIVACY, AND PROTECTED HEALTH INFORMATION

9.1 Facility Confidential Information

The Professional must protect the confidential, proprietary, and business information of each Facility and of LuluCare, and must use such information only as necessary to perform Assignments. The Professional must not disclose confidential information except as authorized or required by law. This obligation survives termination of this Agreement.

9.2 Protected Health Information

In performing clinical services at a Facility, the Professional typically acts as part of the Facility's workforce for purposes of the Health Insurance Portability and Accountability Act (HIPAA) and other health-privacy laws, and not as a member of LuluCare's workforce. The Professional must protect patient PHI in accordance with HIPAA, applicable state privacy law, and the policies of the Facility, must access and use PHI only as necessary and permitted to provide care, and must not remove, transmit, photograph, or disclose PHI except as authorized by the Facility and law. The Professional must not submit PHI or patient-identifying clinical information through the platform.

9.3 Handling of the Professional's Own Data

LuluCare's collection, use, and disclosure of the Professional's personal information is governed by the Privacy Policy. Credential and screening information is handled in accordance with the Privacy Policy and the Background Check & Credential Verification Policy; among other things, government-issued identification and health documents are accessible only to LuluCare administrators and are not disclosed to Facilities, which see verification status only.

ARTICLE 10 — NON-CIRCUMVENTION

10.1 Marketplace Non-Circumvention

LuluCare invests in sourcing, credentialing, and connecting Professionals with Facilities. During the Professional's engagement with the platform and for a reasonable tail period after the Professional's last Assignment with a given Facility, the Professional will not use a Facility relationship that was first introduced or sourced through LuluCare to arrange, solicit, or perform staffing services with that Facility off-platform for the purpose of avoiding LuluCare's marketplace fees or otherwise circumventing the platform.

10.2 Scope

This Section is intended to protect LuluCare's legitimate marketplace interests and is not intended to prevent the Professional from working generally in the Professional's profession, from working for Facilities the Professional independently sourced, or from providing services through other platforms or agencies. This Section applies only to LuluCare-sourced Facility relationships and only to conduct undertaken to avoid platform fees.

[NOTE for counsel: Confirm the enforceability, permissible duration ("reasonable tail period"), and scope of this non-circumvention covenant under California law, including Business & Professions Code § 16600 and recent amendments (e.g., §§ 16600.1–16600.5), and calibrate or replace with a fee/liquidated-damages or referral-fee mechanism if a restraint-based covenant is not advisable. Specify the exact tail-period length once decided.]

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES

The Professional represents and warrants, as of acceptance and each time the Professional claims or performs an Assignment, that:

• the Professional is at least 18 years of age and legally authorized to work and to perform the services;

• all information and documents the Professional has submitted are complete, accurate, authentic, current, and not misleading;

• the Professional holds and maintains all licenses, registrations, and certifications required to perform the Assignments the Professional claims, in good standing and without undisclosed restriction, suspension, or revocation;

• the Professional is not excluded, debarred, or sanctioned from any federal or state healthcare program and is not otherwise legally prohibited from providing the services;

• the Professional will perform services competently, professionally, within scope of practice, and in compliance with applicable law, professional standards, and Facility policies;

• the Professional will record time accurately and will not falsify Clock Events, meal records, attestations, or other records; and

• the Professional's participation in the platform does not violate any other agreement, obligation, or law binding on the Professional.

ARTICLE 12 — INDEMNIFICATION

The Professional will indemnify, defend, and hold harmless LuluCare and its members, managers, officers, employees, contractors, and agents from and against any claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• the Professional's performance or non-performance of any Assignment or clinical service, including patient-care outcomes and professional acts or omissions;

• the Professional's negligence, recklessness, willful misconduct, or violation of law or professional standards;

• the Professional's misrepresentation, or any inaccurate, forged, expired, or unauthorized credential, document, or information;

• the Professional's failure to maintain required licensure, certification, insurance, or eligibility;

• the Professional's breach of this Agreement or the Platform Terms; or

• the Professional's violation of the confidentiality, privacy, or PHI obligations in Article 9.

This Section does not require the Professional to indemnify LuluCare against liability caused by LuluCare's own gross negligence or willful misconduct, and does not apply to the extent indemnification is prohibited by applicable law.

Under the separate Facility Services Agreement, the Facility indemnifies, defends, and holds harmless LuluCare from and against any claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to facility-side claims and disputes, including the Facility's acts or omissions, its patient-care environment and supervision, and any wage, overtime, benefit, employment, or worker-classification issue asserted in connection with the Professional's services at the Facility. LuluCare, as an intermediary marketplace, is not liable for the acts or omissions of either the Professional or the Facility, and the Professional and the Facility are each responsible for their own conduct and obligations.

ARTICLE 13 — DISCLAIMERS AND LIMITATION OF LIABILITY

13.1 Role of LuluCare

LuluCare is a technology marketplace and technology provider. LuluCare is not the employer of the Professional and is not a staffing agency that employs the Professional (as set out in Article 2); the Professional is a 1099 independent contractor. LuluCare is not the provider of clinical care, does not direct the practice of medicine or nursing, and is not responsible for the acts, omissions, working conditions, direction, supervision, or payment practices of any Facility. The Facility is responsible for the patient-care environment, on-site supervision, and its own legal, clinical, and regulatory compliance.

LuluCare is not liable for any wages, overtime, benefits, or other amounts claimed by the Professional as an employee, nor for any employment, worker-classification, wage-and-hour, or benefits claim, nor for any clinical care, malpractice, or patient-care claim. Those are matters between the Professional and the Facility. As an intermediary marketplace, LuluCare is not liable for the acts or omissions of either party in their dealings with one another.

13.2 Disclaimer

Except as expressly stated in this Agreement or required by law, the platform and services are provided "as is" and "as available," and LuluCare disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. LuluCare does not guarantee the availability of Shifts, the conduct or solvency of any Facility, or uninterrupted or error-free operation of the platform.

13.3 Limitation of Liability

To the maximum extent permitted by law, LuluCare will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost earnings, or loss of goodwill, arising out of or relating to this Agreement, the platform, or any Assignment, even if advised of the possibility of such damages. To the maximum extent permitted by law, LuluCare's total aggregate liability arising out of or relating to this Agreement and the platform will not exceed the greater of (a) the total marketplace fees LuluCare retained from the Professional's Approved Hours in the six (6) months preceding the event giving rise to the claim, or (b) five hundred U.S. dollars ($500). Nothing in this Section limits liability that cannot be limited or excluded under applicable law, including non-waivable statutory protections.

ARTICLE 14 — INSURANCE

The Professional is responsible for maintaining any professional liability and other insurance required by law, by a licensing board, or by a Facility for the Assignments the Professional performs, and must provide evidence of such coverage when requested. LuluCare does not, by operating the marketplace, provide professional liability insurance covering the Professional's clinical services.

[NOTE for counsel: Confirm the intended insurance model before go-live — i.e., whether professional liability (malpractice) coverage is (a) carried by the Professional as a condition of eligibility, (b) provided by the Facility as part of its workforce coverage, and/or (c) procured by LuluCare on a marketplace basis — and set concrete coverage types, minimum limits, additional-insured, and evidence-of-coverage requirements accordingly. The current text assumes the Professional carries their own coverage; adjust if that is not the business decision.]

ARTICLE 15 — TERM AND TERMINATION

15.1 Term

This Agreement takes effect when the Professional accepts it and remains in effect while the Professional maintains an Account or participates in the platform, until terminated as provided here.

15.2 Termination and Deactivation

Either party may terminate this Agreement, and the Professional may deactivate the Professional's Account, at any time, for any or no reason, subject to obligations relating to any already-accepted Assignment. LuluCare may suspend, restrict, deactivate, or terminate the Professional's Account or eligibility, with or without prior notice, for reasons including ineligibility, credential lapse, safety or quality concerns, suspected fraud, violation of this Agreement or the Platform Terms, or as otherwise permitted by the incorporated policies and applicable law. LuluCare may act without prior notice when reasonably necessary to address immediate safety, fraud, legal, security, or marketplace-integrity concerns.

15.3 Effect of Termination

Upon termination or deactivation, the Professional's right to claim or accept new Shifts ends. Termination does not affect Healthcare Professional Earnings already created for Approved Hours, which remain payable in accordance with Article 6 and the Payment & Payout Policy, subject to any applicable hold, correction, dispute, or recovery. The Professional must return or cease using any Facility or LuluCare confidential information and complete any required handoff for an in-progress Assignment.

15.4 Survival

The provisions that by their nature should survive termination will survive, including Article 2 (as to classification and tax responsibility), Section 5.5–5.6, Article 6 (as to earned amounts, corrections, and recovery), Article 9 (Confidentiality, Privacy, and PHI), Article 10 (Non-Circumvention), Article 11 (Representations and Warranties), Article 12 (Indemnification), Article 13 (Disclaimers and Limitation of Liability), Article 16 (Dispute Resolution), and Article 17 (General Provisions).

ARTICLE 16 — DISPUTE RESOLUTION

16.1 Governing Law

This Agreement is governed by the laws of [to be designated by counsel], without regard to conflict-of-laws principles, except to the extent the Federal Arbitration Act governs arbitration. Any arbitration seat and any venue for permitted court proceedings will be located in [to be designated by counsel].

[NOTE for counsel: designate governing law and venue]

16.2 Informal Resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute by contacting LuluCare at support@trylulucare.com and allowing a reasonable period for informal resolution.

16.3 Arbitration and Class-Action Waiver

Except for the carve-outs below, any dispute arising out of or relating to this Agreement or the platform will be resolved by binding individual arbitration administered under established consumer/commercial arbitration rules, and each party waives the right to bring or participate in a class, collective, or representative action to the fullest extent permitted by law.

16.4 Carve-Outs

Nothing in this Article requires arbitration of, or waiver of the right to bring, claims that may not lawfully be arbitrated or waived, including claims within the exclusive jurisdiction of a small-claims court, requests for public injunctive relief where non-waivable, non-waivable representative claims under applicable California law, workers'-compensation and unemployment-insurance claims, and claims for temporary or preliminary injunctive relief to protect confidential information or intellectual property pending arbitration.

[NOTE for counsel: Confirm the arbitration and class-/representative-action-waiver posture before go-live — administrator and rules (e.g., AAA/JAMS), seat and fee allocation, delegation clause, PAGA/representative-action carve-out and severability in light of current California and Ninth Circuit authority (Viking River / Adolph and progeny), any opt-out right, and mass-arbitration handling. The waiver's enforceability turns materially on the classification and business decisions still open in this Agreement.]

ARTICLE 17 — GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, together with the Platform Terms and policies it incorporates by reference, is the entire agreement between the Professional and LuluCare concerning the subject matter and supersedes prior understandings on that subject. In case of conflict, Section 1.1 governs precedence.

17.2 Amendment; Re-Acceptance

LuluCare may update this Agreement and the incorporated policies by posting an updated version with a new version identifier and, where affirmative consent is legally required or the change is material, by requesting the Professional's electronic re-acceptance before continued use of affected services. Continued use after an update takes effect constitutes acceptance to the extent permitted by law.

17.3 Electronic Signature

The Professional's electronic acceptance, checkbox acknowledgment, in-app action, or other electronic signature constitutes a legally binding signature to the fullest extent permitted by law, as described in the E-Sign Consent.

17.4 Assignment

LuluCare may assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. The Professional may not assign or transfer this Agreement or any Account, right, or obligation without LuluCare's prior written consent, and any attempted assignment in violation of this Section is void.

17.5 Notices and Electronic Delivery

LuluCare may provide notices electronically through the platform, email, SMS, or push notification, consistent with the E-Sign Consent. The Professional is responsible for maintaining accurate contact information and for monitoring the platform and designated channels. Notices to LuluCare may be sent to support@trylulucare.com.

17.6 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force and effect.

17.7 Waiver

No failure or delay by LuluCare in exercising any right waives that right, and no waiver is effective unless in a record. A waiver on one occasion does not waive any right on another occasion.

17.8 Force Majeure

LuluCare is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, labor disputes, utility or network failures, Payment Processor or bank outages, governmental action, or other force-majeure events.

17.9 Relationship of the Parties

Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the Professional and LuluCare, consistent with Article 2. The Professional and LuluCare are independent parties.

ACKNOWLEDGMENT AND ELECTRONIC ACCEPTANCE

BY CHECKING THE ACCEPTANCE BOX, CLICKING TO ACCEPT, COMPLETING ONBOARDING, CLAIMING OR PERFORMING AN ASSIGNMENT, OR OTHERWISE USING THE LULUCARE PLATFORM, THE PROFESSIONAL ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO THIS HEALTHCARE PROFESSIONAL AGREEMENT AND THE POLICIES IT INCORPORATES BY REFERENCE, AND CONFIRMS THAT THEY ARE AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE OF LULUCARE.

The Professional agrees that this electronic acceptance is a valid and binding electronic signature under the E-Sign Consent and applicable law. LuluCare records each acceptance electronically, including the date and time (timestamp), the IP address, device information, the identity associated with the Account, and the version of the document accepted, and may rely on that record as evidence of the Professional's agreement.

Lulu Staffing LLC d/b/a LuluCare support@trylulucare.com · https://lulucare.vercel.app