Baystate Interpreters,Inc.

This Agreement is made this 1st day of July, 2017, between Baystate Interpreters ., (“BSI”) also referred to as (“Company”) and (“Companies”). The Interpreter and or Translator also referred to as (“Contractor”).

[Professional Designation, Interpreter/Translator]

Whereas, the Companies provide Interpreting and Translation Services for companies, organizations and government through qualified independent professionals for their clients;

Whereas Companies and Contractor wish to enter into an agreement for Contractor to provide certain Interpreting and Translation services (the “Services”) on behalf of the Companies for their clients; and Whereas, the parties wish to memorialize their understandings with respect to the providing of such Services;

Therefore, it is agreed as follows:

1. Engagement. Subject to Contractor’s representations set forth immediately above his/her signature, the Companies hereby engage Contractor (the “Engagement”) and Contractor hereby accepts the Engagement with the Companies to provide certain Services on behalf of Company for their clients.

2. Term. This Engagement shall commence on July 1, 2017 and for a period of 1 year continue for consecutive periods unless terminated as provided in Section 8 hereof.

3. Fees and Expenses. The Companies shall pay Contractor on a fee basis for each client event worked by Contractor. Baystate Interpreters . provides the terms for reimbursement of allowable expenses incurred by Contractor. No other expenses incurred by the Contractor shall be reimbursed by the Companies unless pre-approved by one of the Companies’ officers in writing. No payment of fees shall be made by the Companies to Contractor for any client event where Contractor fails to materially fulfill his/her obligations set forth in the request.

Each party to this Agreement involved in providing Services for the client shall indemnify and hold the other harmless from and against all liability, including fines, claims, demands, suits or actions of any kind or nature arising by reason of the indemnifying party’s acts or omissions in the course of performing its obligations with respect to the client event.

4. Independent Contractor Status. The parties acknowledge that Contractor is and shall at all times be an independent contractor and not an employee of the Companies. The parties agree:

performs the Services; provided however, the Services must be provided at the location and during the hours required by the client for the event. Contractor must dress appropriately (professional business dress) for the event and comport himself/herself at the event in a manner generally consistent with the client’s reasonable expectations and meet or exceed all Department of Health requirements. Notwithstanding the above, Contractor shall exercise his/her independent professional judgment in connection with the performance of his/her Services.

b. Contractor shall not be entitled to workmen’s compensation or any benefit program (eg. health insurance, professional liability insurance, motor vehicle insurance, sick days, vacations, etc.) made available to Companies’ employees. Contractor releases and relinquishes any claim Contractor may now or hereinafter have for such benefits and forever discharges the Companies of any obligation with respect to any employee benefits provided by the Companies.

c. The Companies shall have no obligation to withhold or make any payments of any federal, state or local payroll tax, employment tax, social security or medicare deductions. Contractor agrees to indemnify and hold the Companies harmless from and against any liability, cost or expense, for any obligations threatened or imposed upon the Companies by governmental entities in connection with respect to such matters, including penalties, interest, tax audit, costs of defense or administrative costs incurred by the Companies.

d. This Agreement shall not be re-assigned by the contractor to any other contractor, company, agency, affiliate, etc. without the express written consent of a corporate officer of BSI. At no-time may a contractor re-assign an appointment to any other contractor, company, agency, affiliate, etc. without the express written consent of a corporate officer of BSI. This will be considered non-compliant to this agreement and cause for immediate termination of contract based on the decision of an officer of the corporation of BSI.

6. HIPAA Compliance. Contractor agrees to respect and abide by all federal, state and local laws pertaining to confidentiality with regard to all information and records obtained or reviewed in the course of providing Services under this Agreement. Contractor agrees to adhere to policies and procedures adopted by the Companies and all federal rules under the Health Insurance Portability and Accountability Act (HIPAA) governing the privacy, security and use of protected health information.

7. Confidentiality. Contractor acknowledges that Companies must necessarily share information with Contractor regarding its clients, including client events, for which Contractor provides Services (“Client Information”). Client Information, which the Companies consider highly sensitive, confidential and proprietary, includes but is not limited to: names of clients, details of the events, contact names, event locations serviced, number of shots administered, and all patient information. Contractor agrees all such Client Information as well as any proprietary information of the Companies (collectively and severally, the (“Confidential Information”) is to be kept strictly confidential. The Companies proprietary information includes, but is not limited to: client lists, client contracts, vendor lists, employee and independent contractor lists.

Contractor shall not, directly or indirectly, disclose to any person or entity or permit the exploitation, copying or summarizing of the Confidential Information, except as specifically required for and used in the proper performance of his/her duties. Contractor further agrees that the contractor after the termination of this agreement, under no circumstance shall the contractor use permit others to use any such company documentation, it being agreed that all Company documentation shall be and remain the sole and exclusive property of the Company. Immediately upon termination of this agreement the contractor shall deliver all confidential information in Contractor’s possession (regardless of format) and all copiesthereof to the Company at its main office or at the request of the company certify that all such documentation and copies thereof have been destroyed. As used herein the term Company Documentation”shall mean translation process,, tracking and comments instructions, transcript templates and instructions, code of ethics, applications, rate agreements, interpreter request forms, client forms, compensation agreements, contracts, emergency contact forms and files, contractor terms, audio worksheets, audio files, sales lists, sales pipelines, All Microsoft Access, Filemaker, SQL, MySQL, SAP, Microsoft Word, Excel, Outlook and or any additional database files, lists both hard copy as well as soft copy, Confirmations, Certifications, website, guidelines, cover sheets, query log, work flow, recordings, software programs, or other material of any nature and in any format, whether written, printed, or in digital format or otherwise, relating to any matter within the scope of the business of the Company or concerning any of it dealings or affairs.

8. Termination of Engagement. Either party may terminate this Engagement without cause with thirty (30) days prior written notice to the other party. The Companies shall have the right to immediately terminate this Engagement “for cause”. The Companies shall have “cause” to terminate Contractor for any of the following reasons:

a. for any breach of this agreement by Contractor, provided the Contractor has not cured the breach within ten (10) days after written notice of such breach by Companies has been sent to Contractor;

b. for any breach by Contractor which by its nature is not curable; including but not limited to, late arrivals, acts of dishonesty, threat of physical harm to others, failed drug screening, failed CORI result or other conduct disrupting a client event;

c. total disability of Contractor for a cumulative period of thirty (30) or more days during any consecutive twelve (12) month period; d

e. Contractor’s loss of licensure, if any, to carry out his/her Services on behalf of the Companies;

f. any part of the representations made by Contractor in this agreement are found to be false;

g. Loss of insurance required by this Agreement for any reason not immediately replaced through another suitable carrier;

h. determination by the Companies, in its or their sole discretion, that Contractor’s actions pose a material threat to Companies’ or client’s business reputation, or to the success of the client event;

i. breach of confidentiality of Confidential Information.

9. Assignment. Neither Baystate Interpreters nor Contractor will assign their respective rights and obligations under this Agreement.

10. Severability. In the event that any paragraph or provision of this Agreement is held to be illegal, invalid or unenforceable by any court of competent jurisdiction, such holding will not affect the validity or enforceability of the remaining paragraphs or provisions. To the extent that any paragraph or provision is rendered unenforceable because it is overly broad, that paragraph or provision shall be limited to the extent required by applicable law and enforced as so limited.

11. Governing Law. This Agreement and the performance of services hereunder will be governed by the laws of the Commonwealth of Massachusetts.

12. Entire Agreement. This Agreement contains the complete agreement of the parties and will supersede any and all other agreements, understandings and representations by and between the parties hereto.

13. Miscellaneous Provisions.

A. During this agreement and in the event that this agreement is terminated, the contracted Interpreter is forbidden to work directly for any client of the Company that has been serviced by the Contracted Interpreter within the previous 24 months. The Contractor agrees to pay damages to the Company in the amount of $25.00 per hour for every hour worked within 24 months of the termination of this contract or the start date of work for the client. If unsuccessfully challenged, the Contracted Interpreter agrees to pay all legal fees incurred by the Company in its efforts to protect the Companies business and clients.

B. In the event the Interpreter fails to provide the accepted assignment without documented notification ie.(Interpreter does not show up for the appointment, late for the appointment and causes the appointment to be cancelled, etc). At the discretion of Baystate Interpreters . the Interpreter will be charged $100.00 plus all incurred expenses from said client. ie. Doctor bills, transportation bills, etc. all which shall be immediately paid. In the event collection effort is required the Interpreter shall reimburse to the Company for all costs of collection including reasonable attorney fees. The Contractor agrees that once they accept an appointment from the Company, they are responsible to follow through and provide the services agreed. If the Contractor returns the appointment to the Company following his/her acceptance. The Contractor can be billed up to $50.00 for the additional work and possible risk to the completion of the encounter/appointment.

C. All Immunization records provided to the Company by the Contractor become the property of the Company. The company shall have the right to provide proof of immunization to our clients if requested. If the Company requests additional documentation of credentials, immunizations, vaccinations or other required documentation, the Contractor will have 24 hours to provide such documentation or be in non-compliance of this agreement.

D. Service Verification Forms must be submitted via facsimile to 978-632-1632, mailed or e-mailed to service@BaystateInterpreters.com within 48 hours of the completion of your assignment. There will be a $10.00 handling fee per form for any forms received outside of that time. Additional fees may apply for forms submitted after seven business days past completion of the assignment. Forms received after the expired submission time will be reviewed and approved or not approved at the discretion of management.

E. Payroll dates for interpreter services are the 1st and 15th of each month. If the 1st or the 15th falls on a Saturday, Sunday or Holiday, the pay date shall be the on the first business day following the 1st and the 15th. The cut off time for submission of the Service Verification Forms is 4:00pm of the prior business day to the payroll date. Payroll can take up to 48 hours to process and the USPS an additional 48 hours to deliver. Lost or stolen mail is the contractors responsibility. The fee for cancelling and reissuing a check is $35.00. This cost is deducted from the new check as long as the company mailed the payment to the address on file. All address changes require an updated W-9 to be submitted and a 5 business day processing allotment before becoming active.

F.Evening appointments conducted on the day prior to the pay date will be paid in the next period. (ie March 31st evening appointment will paid on April 15th, etc). All appointments submitted after the 4pm cut off time of the business day prior to the payroll date will be processed in the next payroll cycle.

G. Fees- Baystate Interpreters . reserves the right to implement fees to govern our business at will. Documentation of these fees will be provided in hard copy with payroll an emailed. Late Arrivals- if an interpreter arrives late to an appointment and the appointment is cancelled because of this action, 5 no fees are paid. If an interpreter arrives late and the appointment continues, the interpreter forfeits the 2-hour minimum fee and will be paid for only time on appointment. Submitting Forms- if a vendor submits services forms late (beyond 48 hours of completion of the said assignment) a $10.00 late fee will be billable. Additional fees may apply for forms submitted after seven business days past completion of the assignment. Returned Appointments- once an interpreter accepts an appointment they will be assessed a fee if they choose to return the appointment to Baystate Interpreters. Item 13B notification precedes item 13G. Upon any returned assignment, Baystate Interpreters .reserves the right to determine if we choose to continue working with the contractor or terminate our working relationship. First offense is a $15.00 fee, Second offense is a $25.00 fee and returning an assignment within 24 hours will result in a $50.00 fee.

H. CONSENT FOR PRE-EMPLOYMENT, RANDOM, OR REASONABLE SUSPICION DRUG TEST SCREEN AND RELEASE COVENANT NOT TO SUE AND INDEMNITY AGREEMENT:

I (the Contractor) hereby CONSENT to allow Quest Diagnostics to take a specimen of my hair, urine, or blood and submit it for a pre-employment, random, or reasonable suspicion drug test screen. I FURTHER CONSENT to allow the laboratory testing service to make the results of such screen available to the prospective or current employer, Baystate Interpreters .

In consideration for such services being rendered on my behalf, I hereby RELEASE the laboratory testing service, its officers, agents, and employees, from any and all claims which I might otherwise have due to such results being made so available. I hereby CONSENT NOT TO FILE ANY ACTION at law or in equity against Baystate Interpreters ., the laboratory testing service, their respective officers, agents or employees in connection with the results of such screen being made so available, and I hereby agree to INDEMNIFY and SAVE HARMLESS Baystate Interpreters ., the laboratory testing service, their respective officers, agents, and employees from all damages, expenses, reasonable attorney's fees, and costs of court which they or any of them may suffer or incur, jointly or severally, due to the results of such screen being made so available.

This Agreement contains the entire understanding of the parties. All prior or contemporaneous understandings, representations or agreements of the parties, whether oral or written are merged herein and shall no further independent significance. This Agreement may not be modified, altered or amended except by a subsequent written instrument signed by the party against whom such modification, alteration or amendment is sought to be enforced, which instrument specifically refers to this Section. The Agreement may not be assigned without prior written consent of the other party. This Agreement shall be governed by and construed by the laws of the State of Massachusetts and subject exclusively to its jurisdiction. This Agreement may be executed in counter parts. Facsimile or copied signatures created by the party to be bound by such signatures shall be deemed originals. The executory provisions of this Agreement shall survive the termination of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement the date and year first set forth above.

The undersigned Contractor represents and warrants that he/she has never been terminated from previous employment or engagements as a result of use of illegal drugs, theft, misconduct, excessive tardiness or failure to follow employer’s or contracting party’s policies and/or procedures.

Contractor:

Accepted by Companies at Baystate Interpreters . any subsidiaries and affiliates there of: