Partner Coverage Network — Participation Agreement

1. Purpose

The Partner Coverage Network ("Network") enables home care agencies to request and provide short-term caregiver coverage through the HomeCareAtlas platform ("Platform").

This Agreement establishes a framework for collaboration between agencies and sets expectations for fair use of relationships formed through the Network.

2. Definitions

• Participating Agency — Any agency using the Network.
• Posting Agency — The agency requesting shift coverage.
• Nominating Agency — The agency providing a caregiver.
• Covered Shift — A shift arranged through the Platform.
• Confidential Information — Any non-public information shared through the Platform, including client identity, caregiver identity, schedules, rates, care needs, and contact details.
• Originating Agency — The agency that originally held the caregiver or client relationship prior to the Covered Shift.

3. How the Network Works

1. Posting Agency may post open shifts including date, time, general location, care requirements, and rate.
2. Nominating Agency may nominate qualified caregivers.
3. Posting Agency may accept or decline nominations.
4. Upon acceptance, additional details necessary to perform the shift may be shared.

Employment Status

Caregivers remain employees or contractors of the Nominating Agency at all times during Covered Shifts.

Nothing in this Agreement creates:

• an employment relationship between the Posting Agency and any caregiver
• an employment relationship between the Platform and any caregiver

4. Payment Terms

• Posting Agency agrees to pay the agreed hourly rate for Covered Shifts.
• Platform may charge a transaction fee (disclosed before confirmation).
• Payments are handled directly between agencies unless otherwise specified.

5. Confidentiality & Permitted Use

Each Participating Agency agrees:

• To use Confidential Information solely for the purpose of fulfilling Covered Shifts.
• Not to use Confidential Information to establish independent business relationships outside the Platform.
• Not to disclose Confidential Information to third parties.

Confidential Information includes:

• Client identity and care details
• Caregiver identity and qualifications
• Schedules, rates, and operational information

6. Relationship Expectations (Non-Circumvention)

Participating Agencies acknowledge that relationships formed through Covered Shifts arise as a result of participation in the Network.

If a Participating Agency chooses to directly engage with a caregiver or client introduced through a Covered Shift outside the Platform, the Conversion Fee in Section 7 applies.

7. Conversion Fee (Agency-to-Agency)

If a Participating Agency directly engages, employs, or contracts with:

• a caregiver who performed a Covered Shift, or
• a client introduced through a Covered Shift

outside the Platform, within twelve (12) months of the most recent Covered Shift involving that caregiver or client, the engaging agency agrees to pay a Conversion Fee to the Originating Agency.

(a) Caregiver Fee

The Conversion Fee for caregiver engagement shall equal:

15% of the caregiver's estimated annual compensation

Estimated annual compensation is defined as:

caregiver's hourly rate × 40 hours per week × 52 weeks

(b) Client Fee

The Conversion Fee for client engagement shall equal:

15% of the estimated annual service value of the client relationship

Estimated annual service value is defined as:

hourly service rate × average weekly scheduled hours × 52 weeks

(c) Timing

The Conversion Fee is due within fifteen (15) days of the start of the off-platform engagement.

(d) Independent Relationship Exception

No Conversion Fee applies if the engaging agency demonstrates, with written documentation, that:

• the relationship existed prior to any Covered Shift, and
• was established independently of the Platform

The burden of proof rests on the agency claiming this exception.

(e) Platform Role in Fees

The Platform does not collect, enforce, or guarantee payment of Conversion Fees. Participating Agencies are solely responsible for resolving such matters directly with one another.

8. Insurance Requirements

Each Participating Agency must maintain:

• General liability insurance of at least $1,000,000 per occurrence
• Workers' compensation insurance as required by law
• Professional liability insurance of at least $1,000,000 per occurrence

Proof must be provided upon request.

9. Responsibility & Indemnification

1. Each Participating Agency is responsible for its employees, caregivers, and operations.
2. Nominating Agency is responsible for caregiver conduct.
3. Posting Agency is responsible for work conditions and instructions.

Indemnification (Third-Party Claims Only)

Each Participating Agency agrees to indemnify and hold harmless the other Participating Agencies and the Platform from third-party claims arising from:

• its negligence
• willful misconduct
• or breach of this Agreement

This indemnification does not include attorneys' fees between Participating Agencies.

10. Platform Role & Disclaimer

The Platform:

• Facilitates connections between Participating Agencies
• Does not employ, supervise, or control caregivers
• Does not guarantee performance, conduct, or outcomes

The Platform does not monitor or enforce agreements between Participating Agencies.

The Platform is not responsible for:

• disputes between agencies
• unpaid Conversion Fees
• off-platform engagements

11. Enforcement & Access

The Platform may, at its sole discretion:

• suspend or terminate access to the Network
• restrict participation

for conduct that violates this Agreement or undermines the integrity of the Network.

12. Term & Termination

• This Agreement remains in effect while the agency has an active account.
• Either party may terminate at any time.
• Sections relating to Confidentiality and Conversion Fees survive termination.

13. Dispute Resolution

1. Participating Agencies are responsible for resolving disputes directly.
2. If a dispute is pursued formally, it shall be resolved through binding arbitration administered by the American Arbitration Association.
3. Arbitration shall take place in Los Angeles County, California.
4. Governing law: State of California.
5. Each party shall bear its own attorneys' fees and legal costs.

14. General Provisions

• Entire Agreement
• Amendments may be made with notice through the Platform
• Severability
• Independent contractor relationship

15. Acknowledgment

By using the Platform, Participating Agency agrees to:

• participate in good faith
• respect the source of relationships formed through the Network
• follow the expectations outlined in this Agreement