This Independent Contractor Agreement (“Agreement”) is entered into between Code Blue CPR Services (“Company”) and the individual or business signing below (“Contractor”), effective on the date Contractor signs.

1. Services

Contractor will provide CPR, first aid, BLS, ACLS, PALS and related emergency-care training services, and other services the parties agree to in writing (each an “Assignment”). Each Assignment will identify the course, date, location, and compensation, and may be confirmed by email, text message, or the Company’s scheduling system. Contractor may accept or decline any Assignment offered.

2. Independent contractor relationship

Contractor is an independent contractor, not an employee, partner, or agent of the Company. Contractor controls the manner and means of performing the services, subject to the course standards in Section 5. Contractor is free to provide services to others, including other training organizations. Contractor is not eligible for employee benefits, workers’ compensation, or unemployment insurance through the Company, and is solely responsible for all federal, state, and local taxes on compensation received. The Company will issue a Form 1099 as required by law.

3. Compensation and invoicing

The Company will pay Contractor the rate stated in each Assignment or in the Company’s current written rate schedule provided to Contractor. Contractor will submit an invoice, or confirm completion through the Company’s system, within seven (7) days after each Assignment. The Company will pay undisputed amounts within fifteen (15) days of receiving the invoice together with complete course paperwork. Expenses are not reimbursed unless approved in writing in advance.

4. Credentials

Contractor will maintain, at Contractor’s own expense, current instructor credentials for each course taught, in good standing with the applicable Training Center or training organization (for example, the American Heart Association, American Red Cross, or HSI), and any professional licenses Contractor represents that they hold. Contractor will notify the Company immediately if any credential or license lapses, is suspended, or becomes subject to discipline, and will not teach a course for which Contractor is not currently credentialed.

5. Course standards

Contractor will teach each course in full according to the current guidelines, curriculum, and quality-assurance requirements of the applicable training organization and Training Center. Contractor will not shorten required course content, will not allow a student to pass without completing all required skills and written testing, and will never issue, request, or promise a course completion card to any person who has not successfully completed the course. Contractor will submit accurate rosters, skills sheets, and other course paperwork to the Company within forty-eight (48) hours after each class.

6. Equipment

Any manikins, AED trainers, and other equipment or materials the Company provides remain Company property. Contractor will use them only for Company Assignments, keep them reasonably secure, clean and decontaminate them after each use according to the manufacturer’s instructions and training-organization guidelines, report damage promptly, and return them on request or when this Agreement ends. Contractor is responsible for loss or damage beyond normal wear caused by Contractor’s negligence.

7. Clients and non-solicitation

The Company’s clients, including the organizations and individuals who book classes through the Company, are valuable business relationships of the Company. During this Agreement and for twelve (12) months after it ends, Contractor will not, directly or through another person, solicit or accept training business from any client that Contractor first served or learned of through an Assignment, except through the Company. Contractor agrees this restriction is reasonable and necessary to protect the Company’s legitimate business interests, including client goodwill and confidential business information.

8. Confidentiality

Contractor agrees to the Company’s Confidentiality & HIPAA Agreement, which is part of this Agreement.

9. Materials

Course materials published by the American Heart Association, American Red Cross, or other training organizations are the property of those organizations and must be used in accordance with their terms. Materials, forms, templates, and client lists created or provided by the Company are the property of the Company and may not be used outside of Company Assignments.

10. Insurance and responsibility

Contractor is responsible for Contractor’s own acts and omissions. Contractor will indemnify and hold harmless the Company from claims, losses, and expenses (including reasonable attorneys’ fees) arising from Contractor’s negligence, willful misconduct, or breach of this Agreement. The Company may require Contractor to carry professional or general liability insurance for particular Assignments and will say so in the Assignment.

11. Term and termination

This Agreement continues until ended by either party. Either party may end it for any reason with fourteen (14) days’ written notice (email is sufficient). The Company may end it immediately if Contractor breaches Sections 4, 5, 7, or 8, or engages in conduct that endangers students or harms the Company’s reputation. Contractor will be paid for Assignments completed before the end date. Sections 6 through 10 and 12 survive termination.

12. General

This Agreement is governed by the laws of the State of Florida. Venue for any dispute lies in the state or federal courts for the county in which the Company’s principal office is located. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement remains in effect. This Agreement, together with the Confidentiality & HIPAA Agreement, the Policies & Code of Conduct, and each Assignment, is the entire agreement between the parties on this subject and may be changed only in a writing signed by both parties. Contractor may not assign this Agreement or subcontract any Assignment without the Company’s written consent. Electronic signatures are binding.

This Confidentiality & HIPAA Agreement applies to every employee and independent contractor (“you”) of Code Blue CPR Services (“Company”).

1. Confidential information

“Confidential Information” means non-public information you learn through your work with the Company, including: client and student names, contact information, and records; course rosters, test results, and skills evaluations; pricing, rates, contracts, and proposals; client lists and business contacts; marketing plans; financial information; login credentials; and internal policies and processes. It does not include information that is already public through no fault of yours.

2. Your obligations

You will use Confidential Information only to perform your work for the Company, will not disclose it to anyone outside the Company except as your work requires or as the law requires, and will protect it with reasonable care. This includes keeping paper rosters and forms secure, not leaving student information in vehicles or public places, using only Company-approved systems, and not forwarding Company or student information to personal accounts.

3. Student privacy

Students trust us with personal information. You will not share a student’s performance, test scores, health information, or personal details with anyone other than the Company or, where the student’s employer booked the class, the employer’s authorized contact for course completion purposes. You will not photograph or record students, or post images of students or class sessions, without the Company’s approval and each student’s consent.

4. HIPAA and protected health information

Many classes are taught at hospitals, clinics, fire and EMS agencies, and other healthcare facilities. If you see, hear, or have access to protected health information (“PHI”) — any information about a patient’s health, care, or payment that can identify that patient — you will not access, use, photograph, or disclose it, will follow the facility’s privacy and security policies, and will immediately report any accidental exposure to the Company. If a student or other person has a medical emergency during a class, you will keep the details confidential and share them only with responders, the Company, and others with a legitimate need to know.

5. Reporting

You will notify the Company immediately if you learn of, or suspect, any loss, theft, or unauthorized disclosure of Confidential Information or PHI, including a lost roster, device, or password.

6. Return of information

When your work with the Company ends, or when the Company asks, you will return or securely destroy all Confidential Information in your possession, including copies on personal devices, and confirm that you have done so.

7. Protected activity

Nothing in this Agreement prevents you from reporting possible violations of law to a government agency, participating in a government investigation, discussing your own wages or working conditions as permitted by law, or making disclosures protected by whistleblower laws.

8. Duration and remedies

These obligations continue during your work with the Company and after it ends, for as long as the information remains confidential. A breach of this Agreement may result in discipline or termination and may cause the Company irreparable harm, and the Company may seek an injunction in addition to any other remedy available by law.

These policies apply to every employee and independent contractor (“team member”) of Code Blue CPR Services (“Company”). Our students are learning to save lives, and the way we teach and conduct ourselves reflects directly on the Company and on them.

1. Professionalism

• Treat every student, client, and colleague with courtesy and respect.
• Arrive at least 30 minutes before class start time to set up, and start and end classes on time.
• Dress in clean, professional attire or Company-issued apparel appropriate for hands-on skills practice, with name identification when provided.
• Respond to Company scheduling messages within 24 hours. If you must cancel an accepted class, give as much notice as possible and at least 72 hours except in an emergency.

2. Course integrity

• Teach every course in full, following the current curriculum and guidelines of the applicable training organization.
• Never issue, promise, or sell a completion card to anyone who did not complete the course and pass all required testing. Card fraud results in immediate termination and may be reported to the training organization and to authorities.
• Submit accurate, complete rosters and paperwork within 48 hours of each class.
• Maintain current instructor credentials and tell the Company right away if any credential or license lapses or is suspended.

3. Equipment and infection control

• Clean and disinfect manikins, AED trainers, and other shared equipment after every class according to the manufacturer’s instructions and training-organization guidelines, and replace single-use lungs, valves, and face shields as required.
• Inspect equipment before class, remove anything damaged from use, and report it promptly.
• Keep Company equipment secure and do not use it for non-Company purposes.

4. Safety and incidents

• Allow students to modify skills practice when needed for a physical limitation, consistent with course requirements, and contact the Company if you are unsure how to accommodate a student.
• Report any injury, medical emergency, equipment failure, or complaint that happens during a class to the Company the same day.

5. Respectful workplace

• The Company prohibits discrimination and harassment based on race, color, religion, sex, pregnancy, sexual orientation, gender identity, national origin, age, disability, genetic information, veteran status, or any other characteristic protected by law, and prohibits retaliation against anyone who reports a concern in good faith.
• Report concerns to the Company owner. Reports will be handled as confidentially as possible.

6. Alcohol, drugs, and weapons

Do not teach, drive to a class, or handle Company equipment while impaired by alcohol, cannabis, illegal drugs, or medication that affects your ability to work safely. Follow the weapons policies of every client facility.

7. Communications and social media

Do not speak to the media, or post on behalf of the Company, without approval. Do not post student images, client names, or Confidential Information. Personal posts must not suggest that they represent the Company’s views.

8. Changes and acknowledgment

The Company may update these policies and will notify team members of changes. Violations may result in corrective action, up to and including termination of employment or of a contractor relationship. For employees, nothing in these policies creates a contract of employment for any specific length of time; employment with the Company is at-will. For independent contractors, these policies describe the Company’s quality and conduct standards for Assignments and do not change your status as an independent contractor.