IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Contract, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Child Care Provider (individually the "Party" and collectively the "Parties" to this Contract) agree as follows:

1. Services Provided
   
1. The Client hereby agrees to engage the Child Care Provider to provide the Client with the following services (the "Services"):
   
   • _______________________________________________________________
     _______________________________________________________________.
     
2. The Services will also include any other tasks which the Parties may agree on. The Child Care Provider hereby agrees to provide such Services to the Client.
   
3. Term of Contract
   
3. The term of this Contract (the "Term") will begin on the date of this Contract and will remain in full force and effect indefinitely until terminated as provided in this Contract.
   
4. In the event that either Party wishes to terminate this Contract, that Party can do so immediately by serving written notice on the other Party.
   
5. In the event that either Party breaches a material provision under this Contract, the non-defaulting Party may terminate this Contract immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
   
6. Except as otherwise provided in this Contract, the obligations of the Child Care Provider will end upon the termination of this Contract.
   
7. Performance
   
7. The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.
   
8. Authorization to Treat a Minor
   
8. The Child Care Provider will be furnished with the necessary documentation so that they may sanction medical care for the child/children in the event of an emergency and the parent(s) cannot be reached.
   
9. Duty of Care
   
9. The Child Care provider under the provisions of this Agreement, accepts a general duty of care wherever reasonable and necessary.
   
10. Limitation of Liability
    
10. It is understood and agreed that the Child Care Provider will have no liability to the Customer or any other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the Services.
    
11. Currency
    
11. Except as otherwise provided in this Contract, all monetary amounts referred to in this Contract are in USD (US Dollars).
    
12. Compensation
    
12. The Child Care Provider will charge the Client a flat fee of $0.00 for the Services (the "Compensation").
    
13. The Client will be invoiced when the Services are complete.
    
14. Invoices submitted by the Child Care Provider to the Client are due within 30 days of receipt.
    
15. In the event that this Contract is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Child Care Provider will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Child Care Provider.
    
16. The Compensation as stated in this Contract does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
    
17. Reimbursement of Expenses
    
17. The Child Care Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Child Care Provider in connection with providing the Services.
    
18. All expenses must be pre-approved by the Client.
    
19. Confidentiality
    
19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
    
20. The Parties each agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information belonging to the other Party which they have obtained through the operation of the Contract, except as authorized by that Party or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Contract.
    
21. Return of Property
    
21. Upon the expiration or termination of this Contract, the Child Care Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
    
22. Capacity/Independent Contractor
    
22. In providing the Services under this Contract it is expressly agreed that the Child Care Provider is acting as an independent contractor and not as an employee. The Child Care Provider and the Client acknowledge that this Contract does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Child Care Provider during the Term. The Child Care Provider is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Child Care Provider under this Contract.
    
23. No Exclusivity
    
23. The Parties acknowledge that this Contract is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
    
24. Notice
    
24. All notices, requests, demands or other communications required or permitted by the terms of this Contract will be given in writing and delivered to the Parties at the following addresses:
    
    1. ______________________
       ______________________________
       
    2. ______________________
       ______________________________
       

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

25. Indemnification
    
25. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Contract. This indemnification will survive the termination of this Contract.
    
26. Modification of Contract
    
26. Any amendment or modification of this Contract or additional obligation assumed by either Party in connection with this Contract will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
    
27. Time of the Essence
    
27. Time is of the essence in this Contract. No extension or variation of this Contract will operate as a waiver of this provision.
    
28. Entire Agreement
    
28. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Contract except as expressly provided in this Contract.
    
29. Enurement
    
29. This Contract will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
    
30. Titles/Headings
    
30. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Contract.
    
31. Gender
    
31. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
32. Governing Law
    
32. This Contract will be governed by and construed in accordance with the laws of the State of Ohio.
    
33. Severability
    
33. In the event that any of the provisions of this Contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.
    
34. Waiver
    
34. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Contract by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.