2026 Staff Contract


HEALTHY STEPS NUTRITION LLC INDEPENDENT CONTRACTOR AGREEMENT

This Agreement for Performance of Services (“Agreement”) is made on the date this Agreement is fully executed (the “Effective Date”), between Healthy Steps Nutrition LLC (“Client”), with a principal place of business at 4500 N University Drive Suite 201, Coral Springs, FL 33065, and (“Contractor”), an independent contractor.

  1. Services to be performed by the Contractor

             A. Specific Services 

Contractor, acting independently and not as an Employee of Client, agrees to perform duties for Client as a Registered Dietitian. 

Contractor warrants that they are qualified to perform the services and that the services will be performed in a professional, timely and workmanlike manner without the advice or direction of Client. Failure to perform all the services required under this Agreement constitutes a material breach of this Agreement.

             B. Method of Performing Services

Contractor will determine the method, details, and means of performing the above-described services. Contractor may perform the services under this Agreement at any suitable time they choose at the Client’s principal place of business. Contractor will use their own resources, and those of the Client’s, such as supplies, equipment, tools, and materials to complete services.

Contractor shall devote such working time and attention to the performance of the services as required to satisfy all duties and responsibilities of Contractor in finishing the assignment.

Contractor shall perform their obligations hereunder in compliance with the terms of this Agreement and any and all applicable laws and regulations. If necessity requires Contractor to perform any services on Client’s property or requires Contractor to interact with any of Client’s Contractors, customers, vendors, affiliates or members of the general public, Contractor shall comply with all of Client’s policies and regulations.

  1. Term of Contract

This Agreement will become effective on the Effective Date and will continue in effect until the services provided for in this Agreement have been performed to Client’s reasonable satisfaction, unless terminated earlier as provided in this Agreement.

  1. Compensation

In full consideration for the services described in this agreement to be performed by Contractor, Client agrees to pay Contractor:

            A. Nutrition Clients Provided By Healthy Steps Nutrition: 45% Revenue Paid

            B. Nutrition Clients Referred By Contractor: 65% Revenue Paid

Payment for services will be made in the following manner: Contractor will be paid on a monthly basis based on clients assigned to the contractor. 

  1. Key Provisions

           A . Contractor is an Independent Contractor.

Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that Contractor is not nor will become an Employee, partner, agent, or principal of Client while this Agreement is in effect. This agreement does not in any way create any type of partnership, association, joint venture, or other business relationship. Contractor agrees that Contractor shall not be entitled to the rights or benefits afforded to Client’s Employees, including but not limited to, disability or unemployment insurance, workers’ compensation, medical or life insurance, sick leave, compensation time, overtime, retirement or holiday benefits, vacation time, profit sharing, bonuses, or any other employment benefit. Contractor is responsible for providing, at their own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, licenses, and any other requirement for Contractor.

Nothing in this Agreement shall be construed to give Contractor any authority (i) to represent that such person is an Employee of Client, (ii) to bind Client with respect to contracts or representations or any other matters, or (iii) to represent Client before any court or government or regulatory authority without the express written authorization of Client.

               B. Non-Exclusive Relationship

Contractor may represent, perform services for, and contract with as many additional clients, persons, or companies as Contractor, in their sole discretion, sees fit, provided those services do not pose a conflict of interest with the services performed for Client.

Contractor acknowledges that this is a non-exclusive engagement and that Client retains the right to appoint additional contractors as Client, in its sole and unrestricted judgment, may from time to time determine to be in the interests of Client without liability or obligation to Contractor.

             C. Payment of Taxes and Fees

Contractor is solely responsible for paying when due any taxes, including estimated taxes, incurred as a result of the compensation paid by Client to Contractor for services under this Agreement. This includes but is not limited to any federal, state or local income taxes, social security or unemployment tax, or any other taxes.

Contractor, on behalf of themselves and their successors, assigns, and heirs, agrees to indemnify and hold Client, including Client’s Contractors, officers, directors, agents, subsidiaries and affiliates, harmless from and against any damage, claim, losses, fee, assessment, interest charge or penalty incurred by or charged to Client as a result of any claim, cause of action or assessment by any government agency for any nonpayment or late payment by Contractor of any tax or contribution based on compensation paid hereunder to Contractor or because Client did not withhold any taxes from compensation paid hereunder.

           D. Liability Insurance and Non-coverage for Legal Claims.

The Contractor hereby acknowledges and agrees that the Client will not provide any coverage, indemnification, or financial support for any legal claims, lawsuits, or other legal proceedings that may be filed directly against the Contractor in relation to the services or work performed under this Agreement.  The Contractor understands and accepts that they are solely responsible for defending against any such legal actions and for any resulting damages, liabilities, or costs that may arise, without any financial or legal support from the Client.

Contractor agrees to maintain a policy of general liability insurance in the minimum amount of $1,000,000.00 to cover any negligent acts or errors and omissions committed by Contractor during the performance of any duties under this Agreement. Contractor further agrees to indemnify and hold Client, its directors, affiliates, officers, directors, agents, partners, members, subsidiaries, successors and assigns, and any other related persons from any claim or losses resulting from Contractor’s efforts to fulfill this Agreement.

Client must be listed as an additionally insured party on the policy and said policy must be forwarded to Client. Contractor may not cancel this policy without notifying Client at least thirty (30) days in advance. Termination of required insurance constitutes a material breach of this Agreement.

In the event that the Contractor is named as a party in any legal proceedings related to the services or work performed under this Agreement, the Contractor shall promptly notify the Client in writing.

The Contractor shall have the sole responsibility for managing and defending against such claims, including the selection and engagement of legal counsel.

The Contractor shall not settle or compromise any such claims without the prior written consent of the Client, which shall not be unreasonably withheld, conditioned, or delayed.

The Contractor agrees to indemnify, defend, and hold harmless the Client, its shareholders, officers, directors, Contractors, and agents from and against any and all damages, liabilities, losses, claims, actions, demands, lawsuits, costs, and expenses, including reasonable attorneys' fees, arising out of or related to any legal claims filed directly against the Contractor in connection with the services or work performed under this Agreement.

The Client shall not be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or in connection with any legal claims filed directly against the Contractor, even if the Client has been advised of the possibility of such damages.

          E. Use of Contractors or Subcontractors

Contractor may not assign this Agreement or any duties or obligations under this Agreement without Client’s express written consent. Any such assignment will be considered null and void. Client requires such consent to protect intellectual property rights and Client confidentialities. Client will require any third parties working on behalf of Contractor to sign intellectual property and confidentiality agreements.

         F. Waiver of Right to Sue for Injuries

The Contractor hereby waives any and all rights to sue the Client for any injuries, whether minor or severe, that are sustained by the Contractor or any of the Contractor's Contractors, agents, or subcontractors during the course of providing services for the Client or while present at any of the Client's facilities.  

This waiver applies to any claims arising from accidents, incidents, or activities that occur while performing work for the Client or on the Client's premises.  This includes, but is not limited to, claims based on negligence, premises liability, products liability, or any other legal theory that could impose liability on the Client.

The Contractor acknowledges that this waiver prevents them from recovering damages from the Client for work-related injuries, even if the Client is at fault.  The Contractor has been advised to obtain insurance to cover any costs associated with such injuries.

This waiver shall remain in effect for the entire term of this Agreement and shall survive the termination of the Contractor's engagement.  

In the event any portion of this waiver is deemed invalid or unenforceable by an arbitrator or court of law, the remainder shall still be enforced to the fullest extent permitted.  

The Contractor has had adequate opportunity to review this waiver and consult with legal counsel regarding the implications prior to signing this Agreement.  This waiver is a material condition of the Client's engagement of the Contractor's services.

Any dispute over the interpretation or application of this waiver shall be resolved exclusively through binding arbitration, rather than a lawsuit in civil court.  

This waiver shall be interpreted as broadly as possible to release the Client from liability for Contractor injuries to the maximum extent permitted by law.

Client is authorized to assign any of its rights with or without the consent of Contractor.

        G. Expenses

Contractor will be responsible for all expenses incurred in performing the services under this Agreement. Compensation paid to Contractor is in full consideration of any services performed and any expenses incurred while performing said services.

        H. Background Check  

Client, at its discretion under this Agreement, may require Contractor to successfully complete a comprehensive background check (“Background Check”). Should Client exercise its right to require a Background Check, Client must communicate in writing to Contractor that a Background Check will be required. Upon written notice from Client, Contractor, no later than 30 days after written notice from Client, must successfully complete a Background Check. The Background Check shall be conducted by a reputable third-party service provider ("Service Provider") selected solely at the discretion of Client.  The Background Check may include, but is not limited to, verification of employment history, educational credentials, professional licenses, criminal record checks, credit history review, and any other investigations deemed necessary by Client for the position in question.  The Contractor shall provide written consent for the Background Check and cooperate fully with the Service Provider, including providing all necessary information and documentation in a timely manner.  All information obtained through the Background Check shall be treated as confidential and used solely for employment-related purposes in accordance with applicable laws and regulations.  Client reserves the right to terminate this Agreement if already commenced, based on the results of the Background Check or if Contractor fails to consent to or cooperate with the Background Check process.

  1. Security Camera and Image Usage

           A. Security Cameras

The Contractor hereby waives any and all rights to privacy with respect to any photographs, videos, or other visual recordings taken of the Contractor while on the Client's premises or while representing the Client at an event. The Contractor grants the Client the right to capture photographs, videos, or other visual recordings of the Contractor.  The Contractor allows the Client to use and publish any photographs, videos, or other visual recordings of the Contractor for purposes including, but not limited to, social media marketing, performance evaluations, and any other lawful business purposes.  The Contractor understands and agrees that the Client may use such images and recordings in any manner it deems appropriate, including posting them on the Client's social media platforms, website, and other marketing materials.  

        B. Image Usage. 

Contractor acknowledges and agrees that all copyrights and rights of every other kind relating or pertaining to the to use and publishing of any photographs, videos, or other visual recordings of the Contractor described above are the sole property of the Client and the Contractor has no claim to the copyrights (or any other intellectual property rights). 

  1. Termination of Agreement

        A. Termination.

Either party may terminate this Agreement at any time, for any reason, by providing the other party with two (2) weeks' advance written notice.

Upon termination, Contractor shall receive within thirty (30) days of the termination date a prorated payment for services actually rendered, to the Client’s reasonable satisfaction, up to the termination date.

       B. Return of Materials

Upon expiration or termination of this Agreement, successful completion of the services to be provided under this Agreement, or as otherwise requested by Client, Contractor will deliver to Client all deliverables, any log in credentials, work produced while contracted under this Agreement, software, tools, equipment, keys, notes, documents, or related items that Client provided Contractor during the term of this Agreement.

  1. Proprietary Rights

           A. New Developments

Contractor agrees that all designs, plans, reports, specifications, drawings, inventions, processes, and other information or items produced by Contractor while performing services under this Agreement will be assigned to Client as the sole and exclusive property of Client and Client’s assigns, nominees, and successors, as will any copyrights, patents, trade secrets, trademarks, or other intellectual property and property rights obtained by Contractor while performing services under this Agreement. The parties deem the compensation described in this Agreement to be valid consideration for those assignments. Contractor shall make Client aware of any new inventions or intellectual property advances. On request and at Client’s expense, Contractor agrees to help Client obtain patents and copyrights for any new developments. This includes providing data, plans, specifications, descriptions, documentation, and other information, as well as assisting the Client in completing any required application or registration. If Contractor fails to assist Client in advancing these actions, Contractor is deemed to designate Client as their agent-in-fact and Client is authorized to act on behalf of Client in pursuing any intellectual property rights.

          B. Confidential Information

Contractor may gain access to confidential and proprietary information about Client and Client’s affairs and operations within Healthy Steps Nutrition LLC and other entities such as Healthy Steps Nutrition Technology, LLC. Any written, printed, graphic, spoken, or electronically or magnetically recorded information furnished by Client for Contractor’s use is the sole property of Client. This proprietary information includes, but is not limited to, Healthy Steps Nutrition LLC Intellectual Property, Healthy Steps Nutrition Technology LLC Intellectual Property, Healthy Steps Nutrition Coaching LLC Intellectual Property, member lists and financial information, Client’s financial information, marketing information, programming design, and information concerning Client’s Contractors, products, services, prices, sources, operations and subsidiaries.

Contractor will indefinitely keep this confidential information in the strictest confidence, and will not disclose it, or allow it to be disclosed, by any means to any person except with Client’s approval, and only to the extent necessary to perform the services under this Agreement. On termination of this Agreement, Contractor will return any confidential information in their possession to Client. This includes, but is not limited to, any drawings, designs, blueprints, documents, data, specifications or other records of any nature belonging to Client and any reproductions or copies thereof. Improper disclosure of any of Client’s confidential information is a material breach of this Agreement.

Contractor will notify Client immediately of any disclosure of confidential or privileged information and cooperate in discovering the source of the disclosure.

  1. Non-Solicitation

During the term of this Agreement and for a period of one (1) year thereafter, Contractor will not do either of the following: (1) call on, solicit, or take away any of Client’s members or potential members Contractor became aware of as a result of performing services under this Agreement, or (2) solicit or hire away any of Client’s Contractors or contractors Contractor became aware of as a result of performing services under this Agreement.

  1. General Provisions

           A. Notices

Any notices required to be given under this Agreement by either party to the other shall be in writing and shall be transmitted either by electronic mail addressed to the party to be notified at the following email address or to such other address (or person) as such party shall specify by like notice hereunder:

Client: Healthy Steps Nutrition LLC at info@healthystepsnutrition.com

Contractor: at

       B. Entire Agreement; Modifications

This Agreement, together with any exhibits, schedules, or other documents referenced herein, supersedes any and all agreements, either oral, written, electronic, or otherwise, between the parties with respect to the rendering of services by Contractor for Client and contains all of the representations, warranties, covenants, and agreements between the parties with respect to the rendering of those services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by an authorized representative of the party to be charged.

         C. Partial Invalidity

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

       D. Attorney’s Fees

If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other party.

         E. Contractor Representations

Contractor warrants that they are legally capable of entering this Agreement and that there are no other existing agreements or instruments that would impair Contractor’s ability to perform the services described in this Agreement. Contractor also warrants that any statements about Contractor’s abilities or qualifications to competently complete the described services are accurate and made in good faith. Contractor warrants that all work completed will be Contractors original work and will not in any way legally infringe upon the rights of others.

          F. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles.

         G. Force Majeure

Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence.

        H. Waiver: Rights Cumulative

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

       I. Counterparts

This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.

In witness whereof the parties hereto have executed this Agreement on the date set forth below.

Date:  

 

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Signed by L. Nicole Aucoin
Signed On: April 6, 2026


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Document name: 2026 Staff Contract
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April 6, 2026 7:07 pm EDT2026 Staff Contract Uploaded by L. Nicole Aucoin - consulting@healthystepsnutrition.com IP 99.150.196.17
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