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This independent contractor agreement (this Agreement) is made and entered into as of January
26, 2015 (the Effective Date), by and between EDUCATINA LLC, a Delaware limited liability with
principal address at 1209 Orange St, Wilmington, Delaware (19801), US hereby represented by its duly
authorized signatory (the Company), and [Tutor name]___________________________a
[Nationality]_____________ citizen with principal address at ________________________ (Tutor,
together with the Company, the Parties, and each herein referred to individually as a Party).
WHEREAS, the Company provides free educational content and paid online private tutoring for
its clients (the Clients) through the AulaYa website/platform; and
WHEREAS, the Company desires to retain Tutor as an independent contractor to provide certain
Services (as subsequently defined) to the Company which, when performed pursuant to the Companys
instructions, shall benefit the Companys business; and
WHEREAS, Tutor is willing to perform such Services on the terms described herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties
hereby agree as follows:

Services, Compensation and Relationship


Services and Territory.


Services. Pursuant to the terms of this Agreement, Tutor shall perform the
Services and observe the duties described on Exhibit A attached hereto
(collectively, the Services). The Tutor shall provide such Services under the
Companys direction, for the benefit of the Companys business, pursuant to
instructions communicated to Tutor by the Company, in the Companys sole
discretion, from time to time.


Territory. The Tutor shall provide the Services outside of the territory of the
United States; with any amendments to such territory requiring the written
mutual agreement of the Parties.


Compensation. In consideration for the provision of the Services, the Company shall pay
to Tutor the compensation described on Exhibit B attached hereto.


Relationship of the Parties; Independent Contractor. It is the express intention of the

Parties that Tutor perform the Services as an independent contractor to the Company, and
the nature of such relationship shall continue as such throughout the term of this
Agreement. Nothing in this Agreement shall in any way be construed to constitute Tutor

or any of its affiliates or employees, as a partner, representative, agent, employee or

officer of the Company or any of the Companys Clients. Without limiting the generality
of the foregoing, Tutor is not authorized to bind the Company or its Clients to any
liability or obligation or to represent that Tutor has any such authority. The Tutor agrees
to furnish all tools and materials necessary to accomplish this Agreement and shall incur
all expenses associated with performance, except as expressly provided in Exhibit B.


Non-Exclusivity. This Agreement is a non-exclusive arrangement between the Parties.

The Company shall have the right to engage in the provision of the Services, directly for
its own account or indirectly through one or more third-parties other than Tutor.

Applicability to Past Activities

The Parties acknowledge that Tutor may have performed work, activities, services or made
efforts on behalf of or for the benefit of the Company, or related to the current or prospective
business of the Company in anticipation of Tutors involvement with the Company, that would
have been Services if performed during the term of this Agreement, for a period of time prior to
the date of this Agreement (the Prior Period). Accordingly, Tutor agrees that if and to the extent
that, during the Prior Period: (i) Tutor received access to any information from or on behalf of the
Company or its Clients that would have been Confidential Information (as defined below) if
Tutor received access to such information during the term of this Agreement; or (ii) Tutor
conceived, created, authored, invented, developed or reduced to practice any item (including any
intellectual property rights with respect thereto) on behalf of or for the benefit of the Company or
any of the Clients, or related to the current or prospective business of Company in anticipation of
Tutors involvement with Company, that would have been an Invention (as defined below) if
conceived, created, authored, invented, developed or reduced to practice during the term of this
Agreement; then any such information shall be deemed Confidential Information hereunder and
any such item shall be deemed an Invention hereunder, and this Agreement shall apply to such
activities, information or item as if disclosed, conceived, created, authored, invented, developed
or reduced to practice during the term of this Agreement.



Definition of Confidential Information. Confidential Information means any nonpublic information that relates to the actual or anticipated business and/or products,
research or development of the Company or its Clients, or to the Companys or its
Clients technical data, trade secrets, or know-how, including, but not limited to,
research, product plans, or other information regarding the Companys or its Clients
products or services and markets therefor, customer lists and customers (including, but
not limited to, customers of the Company on whom Tutor called or with whom Tutor
became acquainted during the term of this Agreement), software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances, and other business information disclosed
by the Company either directly or indirectly in writing, orally or by drawings or
inspection of premises, parts, equipment, or other Company property or property of
Clients. Notwithstanding the foregoing, Confidential Information shall not include any
such information which Tutor can establish (i) was publicly known or made generally
available prior to the time of disclosure by Company to Tutor; (ii) becomes publicly
known or made generally available after disclosure by Company to Tutor through no
wrongful action or inaction of Tutor; or (iii) is in the rightful possession of Tutor, without

confidentiality obligations, at the time of disclosure by Company as shown by Tutors

then-contemporaneous written records.



Nonuse and Nondisclosure. During and after the term of this Agreement, Tutor shall
hold in the strictest confidence, and take all reasonable precautions to prevent any
unauthorized use or disclosure of Confidential Information, and Tutor shall not (i) use the
Confidential Information for any purpose whatsoever other than as necessary for the
performance of the Services, or (ii) disclose the Confidential Information to any third
party without the prior written consent of an authorized representative of Company. Tutor
may disclose Confidential Information to the extent compelled by applicable law;
provided however, prior to such disclosure, Tutor shall provide prior written notice to
Company and seek a protective order or such similar confidential protection as may be
available under applicable law at the Companys sole cost and expense. Tutor agrees that
no ownership of Confidential Information is conveyed to Tutor. Without limiting the
foregoing, Tutor shall not use or disclose any Company or property of Clients,
intellectual property rights, trade secrets or other proprietary know-how of the Company
or its Clients to invent, author, make, develop, design, or otherwise enable others to
invent, author, make, develop, or design identical or substantially similar designs as those
developed under this Agreement for any third party. Tutor agrees that Tutors obligations
under this Section 3(b) shall continue after the termination of this Agreement.


Other Client Confidential Information. Tutor agrees that Tutor will not improperly use,
disclose, or induce the Company to use any proprietary information or trade secrets of
any former or concurrent employer of Tutor or other person or entity with which Tutor
has an obligation to keep in confidence. Tutor also agrees that Tutor will not bring onto
the Companys premises or transfer onto the Companys technology systems any
unpublished document, proprietary information, or trade secrets belonging to any third
party unless disclosure to, and use by, the Company has been consented to in writing by
such third party.


Third Party Confidential Information. Tutor recognizes that the Company has received
and in the future will receive from third parties, including but not limited to Clients, their
confidential or proprietary information subject to a duty on the Companys part to
maintain the confidentiality of such information and to use it only for certain limited
purposes. Tutor agrees that at all times during the term of this Agreement and thereafter,
Tutor owes the Company and such third parties a duty to hold all such confidential or
proprietary information in the strictest confidence and not to use it or to disclose it to any
person, firm, corporation, or other third party except as necessary in carrying out the
Services for the Company consistent with the Companys agreement with such third


Assignment of Inventions. Tutor agrees that all right, title, and interest in and to any
copyrightable material, notes, records, drawings, designs, inventions, improvements,
developments, discoveries and trade secrets conceived, discovered, authored, invented,
developed or reduced to practice by Tutor, solely or in collaboration with others, during
the term of this Agreement and arising out of, or in connection with, performing the
Services under this Agreement and any copyrights, patents, trade secrets, mask work
rights or other intellectual property rights relating to the foregoing (collectively,

Inventions), are the sole property of the Company. Tutor also agrees to promptly make
full written disclosure to the Company of any Inventions and to deliver and assign (or
cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title
and interest in and to the Inventions.



Copyright. Tutor will not incorporate any work of authorship or other proprietary
information owned by any third party into any posted answer to students questions,
including but not limited to software content, images or text without license. All answers
provided by Tutors must be original.


Appropriate Language. When providing the Services, Tutor must always observe the
appropriate use of language. Tutor is prohibited from using inappropriate language, i.e.
words or verbal expressions that are interpreted as insulting, rude, vulgar, obscene,
obnoxious, foul or desecrating. All Tutors are expected and required to abide by this


Moral Rights. Any assignment to the Company of Inventions includes all rights of
attribution, paternity, integrity, modification, disclosure and withdrawal, and any other
rights throughout the world that may be known as or referred to as moral rights,
artists rights, droit moral, or the like (collectively, Moral Rights). To the extent
that Moral Rights cannot be assigned under applicable law, Tutor hereby waives and
agrees not to enforce any and all Moral Rights, including, without limitation, any
limitation on subsequent modification.


Further Assurances. Tutor agrees to assist Company, or its designee, at the Companys
expense, in every proper way to secure the Companys rights in Inventions in any and all
countries, including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments that the Company may deem necessary in order to apply for,
register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign
and convey to the Company, its successors, assigns and nominees the sole and exclusive
right, title, and interest in and to all Inventions and testifying in a suit or other proceeding
relating to such Inventions. Tutor further agrees that Tutors obligations under this
Section 4(e) shall continue after the termination of this Agreement.

Conflicting Obligations

Tutor represents and warrants that Tutor has no agreements, relationships, or

commitments to any other person or entity that conflict with the provisions of this
Agreement, Tutors obligations to the Company under this Agreement, and/or Tutors
ability to perform the Services. Tutor will not enter into any such conflicting agreement
during the term of this Agreement.


Tutor shall have no right to subcontract the performance of any Services without the prior
written permission of the Company. Tutors violation of this Section 5 will be considered
a material breach and grounds for termination of this Agreement for cause by the
Company as provided by Section 7 herein.



The Company shall keep Tutor advised as to Tutors progress in performing the Services under
this Agreement and shall make its best efforts to provide Tutor with monthly reports.


Term and Termination


Term. Unless earlier terminated pursuant to Section 7(b) or (c) of this Agreement, this
Agreement shall enter into effect as of the Effective Date and remain valid in full force
and effect for a period of one (1) year from the Effective Date. The Parties may mutually
agree to extend the Term of this Agreement upon expiration.


Termination. Either Party may terminate this Agreement:


For cause, in accordance with applicable laws, at any time by giving written
notice of such termination pursuant to Section 13(h) of this Agreement to the
other Party. As used in this section, for cause means the occurrence of any of
the following events: (a) the willful, continued, or negligent failure to perform
the Services required to be performed under this Agreement, (b) any breach of
this Agreement that has not been cured within fifteen (15) days of written
notification of such breach by the non-breaching Party, or (c) the commitment of
any acts that publicly discredit or harm the business of the Company or the
business of any of its Clients.


Without cause at such Partys convenience, upon providing the other Party with
written notice of such termination pursuant to Section 13(h) of this Agreement at
least thirty (30) days in advance.


Automatic Termination. This Agreement shall automatically terminate upon the death or
disability of Tutor. Any obligation the Company may otherwise have under this
Agreement shall cease immediately and the Company shall be obligated to pay Tutor, or
its estate or beneficiaries in the event of death, only the unpaid fees owed to Tutor
through the date of termination on account of death.


Survival. Upon any termination, all rights and duties of the Company and Tutor toward
each other shall cease except:

The Company will pay, within thirty (30) days after the effective date of
termination, all amounts owing to Tutor for Services completed and accepted by
the Company prior to the termination date and related reimbursable expenses, if
any, submitted in accordance with the Companys policies and in accordance
with the provisions of Section 1 of this Agreement; and


Section 3 (Confidentiality), Section 4 (Ownership), Section 5(b) (Conflicting

Obligations), Section Error! No se encuentra el origen de la referencia.
(Return of Company Materials), Section 7 (Term and Termination), Section 1(c)
(Independent Contractor), Section 8 (Benefits), Section 9 (Indemnification),
Section 10 (Noninterference), Section 11 (Limitation of Liability), Section 12
(Arbitration and Equitable Relief), and Section 13 (Miscellaneous) will survive
termination or expiration of this Agreement in accordance with their terms.


The Company and Tutor agree that Tutor will receive no Company-sponsored benefits from the
Company where benefits include, but are not limited to, paid vacation, sick leave, medical
insurance and retirement plan participation rights or any benefits similar to any of the foregoing.


Tutor agrees to indemnify and hold harmless the Company, and its affiliates and Clients, and their
directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and
expenses, including attorneys fees and other legal expenses, arising directly or indirectly from or
in connection with (i) any negligent, reckless or intentionally wrongful act of Tutor, (ii) a
determination by a court or agency that Tutor is not an independent contractor, (iii) any breach by
Tutor of any of the covenants contained in this Agreement, (iv) any failure of Tutor to perform
the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or
claimed violation of a third partys rights resulting in whole or in part from the Companys, or its
Clients, use of the Inventions or other deliverables of Tutor under this Agreement.


To the fullest extent permitted under applicable law, from the date of this Agreement until twelve
(12) months after the termination of this Agreement for any reason (the Restricted Period),
Tutor will not, without the Companys prior written consent, directly or indirectly, solicit or
encourage any employee or contractor of the Company or its affiliates which Tutor became
acquainted with during the course of the Services to terminate employment with, or cease
providing services to, the Company or its affiliates. During the Restricted Period, Tutor will not,
whether for Tutors own account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with any person who is or during the period of
Tutors engagement by the Company was a partner, supplier, customer or client of the Company
or its affiliates. Tutor agrees that nothing in this Section 10 shall affect Tutors continuing
obligations under this Agreement during and after this twelve (12) month period, including,
without limitation, Tutors obligations under Section 3.


Limitation of Liability



Arbitration and Equitable Relief


Arbitration. In consideration of Tutors relationship with Company, its provision of the

Services, its promise to arbitrate all disputes related to Tutors relationship with the
Company and Tutors receipt of the compensation and other benefits paid to Tutor by
Company, at present and in the future, Tutor agrees that any and all controversies, claims,
or disputes with anyone (including the Company and any employee, officer, director,
shareholder or benefit plan of the Company in their capacity as such or otherwise),
whether brought on an individual, group, or class basis, arising out of, relating to, or
resulting from Tutors relationship with the Company or the termination of Tutors
relationship with the Company, including any breach of this Agreement, shall be subject
to binding arbitration under the arbitration rules promulgated by the International
Chamber of Commerce (ICC), which shall administer the arbitration and act as the
appointing authority. The seat of all arbitrations, including all hearings, shall be MiamiDade County, Florida, USA, and the language of the arbitration shall be English.
Notwithstanding the foregoing, Tutor and the Company mutually agree to first attempt to
resolve any dispute via good-faith negotiations, then by non-binding mediation, failing
which, the dispute shall exclusively be interpreted in accordance with the laws set forth in
Section 13(a) herein, and finally referred to arbitration.


Remedy. Except as provided by this Agreement, arbitration shall be the sole, exclusive,
and final remedy for any dispute between Tutor and the Company. Accordingly, except
as provided for by this Agreement, neither Tutor nor the Company will be permitted to
pursue court action regarding claims that are subject to arbitration.


Availability of Injunctive Relief. The Parties agree that any Party may also petition a
court for injunctive relief where either Party alleges or claims a violation of any
agreement regarding intellectual property, Confidential Information or noninterference.
In the event either Party seeks injunctive relief, the prevailing Party shall be entitled to
recover reasonable costs and attorneys fees.


Administrative Relief. Tutor understands that this Agreement does not prohibit Tutor
from pursuing an administrative claim with a local, state or federal administrative body or
government agency such as the U.S. Department of Fair Employment and Housing, the
Equal Employment Opportunity Commission, the National Labor Relations Board, or the
workers compensation board. This Agreement does, however, preclude Tutor from
pursuing court action regarding any such claim, except as permitted by law.


Voluntary Nature of Agreement. Tutor acknowledges and agrees that it is executing this
Agreement voluntarily and without any duress or undue influence by the Company or
anyone else. Tutor further acknowledges and agrees that it has carefully read this
Agreement and that Tutor has asked any questions needed for Tutor to understand the
terms, consequences and binding effect of this Agreement and fully understand it,
including that Tutor is waiving its right to a jury trial. Finally, Tutor agrees that it has
been provided an opportunity to seek the advice of an attorney of Tutors choice before
signing this Agreement.




Governing Law. This Agreement shall be governed by the laws of the United States and
the State of Florida, USA, excluding its provisions on conflicts of laws. Notwithstanding
the foregoing, nothing in this Agreement will impair or negate any Mandatory Law
applicable to this Agreement or the relationship of the parties. As used in this section,
Mandatory Law means (i) an international treaty or convention applicable to the U.S.,
or (ii) the federal law of the U.S., that, by its terms, applies regardless of the law adopted
as the governing law of a contract. The requirements of any such Mandatory Law are
expressly incorporated into, and made a part of, this Agreement.


Taxes. Tutor is solely responsible for any taxes, charges, levies, duties or usage fees
which may be asserted by any local, state, federal or foreign taxing authority as a result of
the provision of the Services.


Assignability. This Agreement shall be binding upon Tutors heirs, executors, assigns,
administrators, and other legal representatives, and will be for the benefit of the
Company, its successors, and its assigns. There are no intended third-party beneficiaries
to this Agreement, except as expressly stated. Except as may otherwise be provided in
this Agreement, Tutor may not sell, assign or delegate any rights or obligations under this
Agreement. Notwithstanding anything to the contrary herein, the Company may assign
this Agreement, and its rights and obligations under this Agreement, to any person or
entity that succeeds to all or substantially all of the Companys relevant assets, whether
by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or


Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the Parties with respect to the subject matter herein and supersedes all prior
written and oral agreements, discussions, or representations between the Parties. Tutor
represents and warrants that he/she is not relying on any statement or representation not
contained in this Agreement.


Headings. Headings are used in this Agreement for reference only and shall not be
considered when interpreting this Agreement.


Severability. If a court or other body of competent jurisdiction finds, or the Parties

mutually believe, any provision of this Agreement, or portion thereof, to be invalid or
unenforceable, such provision will be enforced to the maximum extent permissible so as
to effect the intent of the Parties, and the remainder of this Agreement will continue in
full force and effect.


Modification, Waiver. No modification of or amendment to this Agreement, nor any

waiver of any rights under this Agreement, will be effective unless in a writing signed by
the Parties. Waiver by the Company of a breach of any provision of this Agreement will
not operate as a waiver of any other or subsequent breach.


Notices. Any notice or other communication required or permitted by this Agreement to

be given to a Party shall be in writing and shall be deemed given (i) if delivered
personally or by commercial messenger or courier service, (ii) when sent by confirmed
facsimile, or (iii) if mailed by U.S. registered or certified mail or international equivalent

(return receipt requested), to the Party at the Partys address written below or at such
other address as the Party may have previously specified by like notice. If by mail,
delivery shall be deemed effective three business days after mailing in accordance with
this Section 13(h).

If to the Company, to:

Manuel Ugarte 2548 4B
Capital Federal, Buenos Aires
(1428) Argentina


If to Tutor, to the address indicated on the signature page herein.


Attorneys Fees. In any court action at law or equity that is brought by one of the Parties
to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing
Party will be entitled to reasonable attorneys fees, in addition to any other relief to which
that Party may be entitled. In connection with any arbitration, the substantially prevailing
Party shall recover from the other Party reasonable attorneys fees.


Signatures. This Agreement may be signed in two counterparts, each of which shall be
deemed an original, with the same force and effectiveness as though executed in a single
[Signature Page Follows]


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective



[Complete Name]________________________


[Print Name]:

Name: Denise Abulafia
Title: Manager

Address: [____________________________]



The Tutor shall provide the following Services to the Company for the benefit of the Companys
business, under the direction of, and pursuant to instructions delivered by, the Company: Resolve
students questions and post answers to questions online at designated platform (Cheggs). Answers
posted by Tutor will be reviewed by the Companys experts (Expert).


The Tutor shall exert its best efforts to provide the Services listed in Section I above.
Accordingly, Tutor shall:

Apply the highest levels of competence and skill for the performance of the Services.


Have a college degree related to the subject he/she will tutor; or must have passed at least
75% of the subjects in his/her college studies related to that subject.


Be assigned a Cheggs account to sign in every time he/she wants to answer students
questions. Tutor cannot use other accounts to provide answers nor share his/her account
information with other users.


Be allowed to skip questions for any of the following reasons:

More information needed from askerExpert will express what additional

information is needed from the asker in order to fully answer the question. Any
explanation or questions must be written in conversational English.

Question is abusiveExpert will select this reason if the question contains spam,
solicitation or otherwise offensive material.

Question is on the wrong subject boardExpert must select the proper subject
for said question

Too many questionsShould a question contain multiple questions, the [Tutor]

will be allowed to skip this question. However a question with inter-related
steps/sub-parts is expected to be answered and is not eligible for this type of
skip by [Tutor] unless there are more than three sub-parts in said question, at
which point Expert can skip answering said question for the too many
questions reason.

Do not have subject knowledge required to answer question[PARTNER

Expert] finds that the question is a valid one in his/her subject area but is not able
to answer question.

Exhibit A

Tutor has ten minutes to decide whether or not he/she will answer a question; provided that
(i) if Tutor decides to resolve the question, he/she will have 120 minutes maximum to
answer that question;
(ii) if Tutor decides to skip the question he/she must tell the Company why he/she is
skipping the question;
(iii) Tutorss account that skip more than 30% of the questions for any reason will be
blocked and cannot be reactivated;
(iv) Tutorss account that skip more than 20% of questions because they "Do not have the
subject knowledge" will be blocked and may not be reactivated; and
(v) Tutorss account that post more than 15% of incorrect answers will be blocked and
cannot be reactivated.

Comply with all governmental laws, ordinances, rules and regulations applicable in
connection with the provision of the Services, or the fulfillment of Tutors obligations
under the Agreement, including, but not limited to, the payment of any taxes and
obtaining of any governmental permits or approvals.


Provide a Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding and Reporting (Individuals) (Form W8-BEN) if and when requested by
the Company.


Render all required assistance to the Company to ensure that the Company is in
compliance with governmental laws, ordinances, rules and regulations.


Not violate any anti-corruption law or make, offer to make, promise to make, or authorize
the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence
payment, kickback or other payment or gift of money or anything of value to any officer,
employee, or official of any government body or instrumentality for the purpose of
influencing any act or decision of such officer, employee, or official in his official

Exhibit A



In consideration of the provision of the Services, the Company will deliver compensation to Tutor
as follows:

All payments under the Agreement shall be made in United States Dollars (USD$), and
shall be made through Payoneers services (www.payoneer.com), subject to change at the
sole discretion of the Company.


The Company agrees to load Tutors account at Payoneer each month (between the 15th
and the 20th day of each month) the amount equivalent to the counted posted answers of
the previous month. Tutor can choose to be paid through global bank transfer or by a
prepaid Mastercard delivered to Tutors address (only available in selected countries)


Tutor will be paid as follows:


USD$1.50 per Chemistry answer posted.

USD$1.50 per Physics answer posted
USD$2.00 per Operation Management answer posted
USD$1.00 per Algebra answer posted

Answers that fail to pass the experts quality review will be deleted and not be subject to payment


The minimum payment loading is USD$50.00 per month. Lower USD$ amounts
will be accumulated until Tutors account reach USD$50.00



With respect to the performance of its duties and obligations under the Agreement, the Tutor shall
be solely responsible for signing in at Payoneer and choose the payments method. Any charges or fees
related to the method of payment in Tutors country will be paid exclusively by the Tutor. Specific
countrys fees can be checked at www.payoneer.com

Our experts will perform random audits on questions answered by Tutors. The audits will be done
according to the standards as set forth in the Chegg Q&A Guidelines document, which will be
provided under separate cover, and will check for conceptual accuracy, absence of plagiarism,
adherence to formatting and language guidelines and proper conveyance of answer and all relevant
concepts. While a point score may be assigned to a batch of randomly selected answers, the final
outcome PASS/FAIL is the only score that matters and will be communicated to the PARTNER.
Should any Tutor account fail a random check on more than 2 occasions within a month, said Tutor
account will be terminated.

Exhibit B