Worker Agreement

1. Agreement Overview

This Worker Agreement ("Agreement") is entered into between Exodus Health Couriers LLC ("Company") and you ("Worker") upon your acceptance during account registration. By creating an account as a driver, dispatcher, or secretary, you acknowledge and agree to all terms herein. This Agreement is legally binding and governs your relationship with the Company.

2. Classification and Employment Status

At-Will Employment: If classified as an employee, your employment is at-will, meaning either party may terminate the relationship at any time, with or without cause or notice, subject to applicable law.

Independent Contractor: If classified as an independent contractor, you acknowledge that you are not an employee and are responsible for your own taxes, insurance, and compliance with applicable laws.

Your classification will be determined by the Company based on applicable law and will be communicated to you in writing.

3. Confidentiality and Non-Disclosure

You agree to maintain strict confidentiality regarding:

• All client information, including facility names, contact details, and service arrangements
• Patient and specimen information (HIPAA-protected data)
• Company routes, pricing structures, and operational procedures
• Proprietary technology, software, and systems
• Business strategies, financial information, and vendor relationships
• Any information marked or reasonably understood to be confidential

Duration: Confidentiality obligations survive termination of this Agreement for a period of two (2) years and indefinitely for HIPAA-protected information.

4. Non-Competition

During your engagement and for a period of one (1) year following termination, you agree not to:

• Engage in or establish a competing medical courier service within the Company's service area (Ohio)
• Work for a direct competitor in a similar capacity
• Divert or attempt to divert any business from the Company

This provision shall be enforced to the maximum extent permitted by Ohio law. If any portion is deemed unenforceable, it shall be modified to be enforceable.

5. Non-Solicitation

For a period of one (1) year following termination, you agree not to:

• Solicit, contact, or attempt to do business with any client or prospective client of the Company
• Recruit, hire, or attempt to hire any employee or contractor of the Company
• Encourage any employee or contractor to leave the Company
• Interfere with any business relationship between the Company and its clients or vendors

6. Work Product and Intellectual Property

All work product, inventions, improvements, processes, and materials created during your engagement belong exclusively to the Company. This includes:

• Route optimizations and operational improvements
• Client relationships and goodwill developed during employment
• Documentation, training materials, and procedures created
• Any software, tools, or systems developed for Company use

You hereby waive any moral rights in such work product to the fullest extent permitted by law.

7. Company Assets and Property Protection

Ownership: All Company vehicles, equipment, technology, coolers, smartphones, uniforms, and materials remain the exclusive property of Exodus Health Couriers LLC at all times.

You acknowledge and agree that:

• All Company-provided equipment must be returned upon termination in good working condition, normal wear excepted
• You are financially liable for loss, theft, damage, or destruction of Company equipment due to negligence, misuse, or intentional misconduct
• Company may deduct repair or replacement costs from final compensation to the extent permitted by law
• Personal vehicles used for Company business must maintain adequate insurance coverage (minimum $100,000/$300,000 liability)
• You will immediately report any equipment malfunction, damage, accident, or theft
• Unauthorized personal use of Company vehicles, equipment, or fuel cards is strictly prohibited and may result in termination

GPS and Vehicle Monitoring: You consent to GPS tracking and monitoring of Company vehicles and equipment during work hours. This data is used for dispatch coordination, route optimization, and security purposes.

8. HIPAA and Regulatory Compliance

You agree to:

• Complete all required HIPAA training before handling protected health information
• Comply with all HIPAA privacy and security rules at all times
• Report any actual or suspected HIPAA breaches immediately
• Follow all OSHA safety requirements and use provided safety equipment
• Maintain all required certifications and licenses
• Comply with DOT and IATA regulations for specimen transport

Violation of HIPAA or OSHA requirements may result in immediate termination and potential legal action.

9. Background Check and Drug-Free Workplace

By entering into this Agreement, you consent to:

• Pre-employment background checks including criminal history and driving records
• Periodic re-verification of background and driving status
• Drug testing as permitted by law, including pre-employment, random, and post-incident testing
• Maintaining a drug-free workplace in accordance with Company policy

10. Liability Waiver and Assumption of Risk

You acknowledge that courier work involves inherent risks and agree to:

• Assume the ordinary risks associated with transportation and delivery services
• Release the Company from claims arising from risks inherent to the work, to the extent permitted by law
• Acknowledge that workers' compensation (if applicable) is your exclusive remedy for workplace injuries
• Indemnify the Company for claims arising from your negligence or willful misconduct

11. Waiver of Litigation Rights

BY ACCEPTING EMPLOYMENT OR ENGAGEMENT WITH THE COMPANY, YOU EXPRESSLY AGREE TO THE FOLLOWING:

• Waiver of Lawsuits: You waive the right to file lawsuits against Exodus Health Couriers LLC, its owners, officers, directors, managers, and agents in court
• Exclusive Remedy: All disputes must be resolved through binding arbitration as your sole and exclusive remedy
• No Punitive Damages: You waive any right to seek punitive, exemplary, or multiple damages against the Company
• No Class Actions: You waive the right to participate in any class action, collective action, or representative proceeding
• No Jury Trial: You waive the right to a jury trial for any dispute

This waiver is a material condition of your employment or engagement and applies to all claims including but not limited to claims for wages, discrimination, harassment, wrongful termination, and any other employment-related claims.

12. Pre-Employment and Post-Employment Confidentiality

Confidentiality Begins Immediately: Your confidentiality obligations begin from your first interview or application and continue indefinitely after termination.

• Information learned during the recruitment and interview process is strictly confidential
• You may not discuss Company operations, routes, clients, pricing, or internal matters with any third party during or after employment
• You may not share information with competitors, media, social media, review sites, or any unauthorized party
• Post-termination confidentiality obligations last for two (2) years for general business information and indefinitely for HIPAA-protected information
• Violation of confidentiality may result in immediate termination, legal action, and liability for damages

13. Reputation and Social Media Policy

You agree to:

• Refrain from publicly disparaging the Company, its owners, management, or other workers on any platform
• Not post negative reviews, comments, or content about the Company on social media, review sites, or any public forum
• Represent the Company professionally in all public interactions while employed
• Immediately report any requests for media interviews or public statements to management

Injunctive Relief: You acknowledge that breach of this section may cause irreparable harm and that the Company is entitled to seek injunctive relief in addition to other remedies.

14. Arbitration and Dispute Resolution

IMPORTANT: PLEASE READ CAREFULLY. THIS AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to this Agreement or your engagement with the Company shall be resolved through binding arbitration, except as otherwise required by law. This includes, but is not limited to:

• Claims for wages, overtime, or other compensation
• Claims for discrimination, harassment, or retaliation
• Claims for wrongful termination
• Claims arising under federal, state, or local statutes
• Claims related to Company assets, property, or equipment
• Claims related to confidentiality breaches or non-compete violations

Class Action Waiver: You agree to waive any right to participate in a class action, collective action, or representative action against the Company. All claims must be brought in your individual capacity.

Procedure: Arbitration shall be conducted in Montgomery County, Ohio, under the American Arbitration Association Employment Arbitration Rules. The arbitrator's decision shall be final and binding. Each party shall bear its own costs, except the Company shall pay arbitration filing fees.

15. Termination Rights

The Company reserves the right to:

• Terminate your engagement at any time, with or without cause
• Modify work schedules, assignments, and compensation with reasonable notice
• Suspend access to Company systems pending investigation of misconduct
• Terminate immediately for HIPAA violations, safety violations, asset misuse, or criminal conduct
• Withhold final compensation for unreturned Company property to the extent permitted by law

Exit Requirements: Upon termination, you must immediately return all Company property, delete any Company data from personal devices, and sign exit documentation acknowledging your ongoing confidentiality obligations.

This Agreement does not guarantee any specific duration of employment or work assignments.

16. Data Protection and System Access

You acknowledge that:

• Company systems may monitor your activities for security and compliance purposes
• You have no expectation of privacy in Company systems or equipment
• Your access credentials are personal and must not be shared
• You must immediately report any security breaches or unauthorized access
• All data on Company systems remains Company property
• Company may access any data stored on Company devices at any time

17. Indemnification

You agree to indemnify, defend, and hold harmless Exodus Health Couriers LLC, its owners, officers, directors, managers, employees, and agents from any and all claims, damages, losses, liabilities, or expenses (including reasonable attorney fees and costs) arising from: (a) your breach of this Agreement; (b) your negligence or willful misconduct; (c) your violation of any law, regulation, or third-party rights; (d) damage to Company property; (e) accidents or injuries caused by your actions; (f) your violation of HIPAA, OSHA, or other regulatory requirements.

18. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Ohio without regard to conflicts of law principles. Subject to the arbitration provision above, any legal proceedings shall be brought exclusively in the state or federal courts located in Montgomery County, Ohio, and you consent to personal jurisdiction in such courts.

19. Entire Agreement and Modifications

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and the Company regarding your engagement. The Company may modify this Agreement at any time with notice. Continued work after receiving notice of modifications constitutes acceptance of the modified terms. No oral statements or representations shall modify this Agreement.

20. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

21. Acknowledgment and Acceptance

22. Contact Information

For questions about this Worker Agreement, please contact: