Carolina Pintos Therapy, PLLC
11777 Katy Freeway, Suite 260 South, Houston, TX 77079
5 Grogans Park, Suite 107, Spring, TX 77380

This Agreement is entered into between Carolina Pintos Therapy, PLLC, including its affiliates, successors, and assigns (the “Company”), and the contractor who signs below (“Contractor”), effective as of the date of Contractor’s signature.

1. Independent Contractor Status. Contractor is engaged as an independent contractor and is not an employee of the Company. Nothing in this Agreement creates an employment relationship, alters Contractor’s tax responsibilities, or entitles Contractor to employee benefits. Any reference elsewhere to employment, at-will status, or payroll does not apply to this Agreement. This Agreement is not a non-competition agreement and does not restrict Contractor from working in Contractor’s field, except as to the specific Company relationships and proprietary materials described below.
2. Confidential Information. Contractor acknowledges access to the Company’s confidential and proprietary information, including patient and client identities and records, doctor, surgeon, and referral relationships, treatment protocols and post-operative methodologies, training systems and materials, pricing, financial data, marketing, and operational systems (“Confidential Information”). Contractor will not use or disclose Confidential Information except to perform authorized services for the Company, during or after the engagement, and will handle all patient information in accordance with HIPAA and applicable law.
3. Ownership; Intellectual Property. All Confidential Information and all work, materials, content, methods, and improvements created by Contractor that relate to the Company’s business or are made using Company resources are the exclusive property of the Company and are assigned to the Company. Any modification, improvement, variation, or derivative work of the Company’s protocols, methods, or systems — whenever created — is likewise the Company’s property. After the engagement ends, Contractor will not use, replicate, or adapt the Company’s proprietary methods, protocols, systems, or materials in any competing or similar business. Contractor acquires no ownership in the Company’s relationships, goodwill, or proprietary assets.
4. Non-Solicitation of Patients and Referral Sources. During the engagement and for twelve (12) months afterward, Contractor will not, directly or indirectly, solicit, divert, or provide competing services to any patient, client, doctor, surgeon, or referral source that Contractor served, contacted, or learned of through the Company.
5. No End-Run Through Referral Partners. During the same twelve (12)-month period, Contractor will not accept engagement or employment with any patient, doctor, surgeon, or referral partner of the Company — where that relationship was known to Contractor through the Company — for the purpose of providing the same or substantially similar services Contractor provided for the Company. This Section does not restrict work for persons or businesses unconnected to the Company’s relationships.
6. Non-Solicitation of Personnel. During the engagement and for twelve (12) months afterward, Contractor will not solicit, recruit, or induce any employee or contractor of the Company to end their relationship with the Company.
7. Non-Circumvention. Contractor will not use Company relationships to bypass the Company and establish independent or competing arrangements with the Company’s patients, clients, doctors, or referral sources, whether directly or through a third party, regardless of which party initiates contact.
8. Social Media and Digital Conduct. Contractor will not use social media, messaging platforms, websites, e-mail, or any digital channel to target, market to, or convert patients, clients, doctors, or referral sources known through the Company into clients, customers, or followers of any independent or competing business, during or after the engagement. Upon the Company’s reasonable request following the end of the engagement, Contractor will remove Company-derived patient and referral contacts from marketing lists and business platforms and confirm in writing. Ordinary personal social connections are not restricted.
9. Non-Disparagement. Contractor will not make public statements intended to disparage the Company, its owners, staff, or services. Nothing in this Section or this Agreement prevents truthful statements in legal proceedings, statements required by law, or activity protected by law.
10. Return of Property. Upon the end of the engagement or on request, Contractor will return all Company property, records, patient information, materials, and access credentials, in any form, and retain no copies.
11. Remedies. Contractor agrees that a breach would cause irreparable harm for which money alone may be inadequate, and that the Company may seek injunctive relief — without the requirement of posting bond, to the extent permitted by law — in addition to actual damages. The Company may recover its reasonable attorney’s fees and costs incurred in enforcing this Agreement. Any monetary remedy is intended to reflect actual or reasonably estimated damages and not a penalty.
12. Permitted Disclosures. Nothing in this Agreement limits Contractor from making disclosures required by law or valid legal process, limited to what is required, or from engaging in activity protected by law.
13. Successors and Assigns. This Agreement binds Contractor and inures to the benefit of the Company and may be assigned by the Company to any affiliate, successor, or purchaser of the Company or its business. Contractor may not assign this Agreement.
14. Reformation and Severability. If any provision is found unenforceable, a court is intended to reform and enforce it to the maximum extent permitted by law; reformation is preferred over invalidation, and remaining provisions stay in effect.
15. Governing Law; Venue. This Agreement is governed by Texas law, with venue in Harris County, Texas.
16. Survival; Entire Agreement. Confidentiality and intellectual-property obligations survive the end of the engagement indefinitely; the time-limited covenants survive for their stated periods. This Agreement, with the Independent Contractor Services Agreement, is the entire agreement on its subject matter, may be amended only in writing, and may be signed electronically.

ACCEPTANCE

By signing below, Contractor acknowledges that Contractor has read, understands, and voluntarily agrees to this Agreement, and has had the opportunity to consult an advisor or attorney of Contractor’s choosing.