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

This Training Investment and Reimbursement Agreement (this “Agreement”) is entered into between Carolina Pintos Therapy, PLLC (the “Company”) and the contractor who electronically signs below (“Contractor”), effective as of the date of Contractor’s signature. It supplements the Independent Contractor Services Agreement between the parties (the “Services Agreement”) and addresses only the training described below and its reimbursement.

Recitals

1. Contractor is engaged by the Company as an independent contractor to provide post-surgical therapy services and is not an employee of the Company.
2. The Company requires this training as a condition of providing independent, unsupervised patient care, in order to protect patient safety, ensure consistent clinical quality, and meet the Company’s professional and risk-management standards. The Company has developed specialized clinical training — including advanced manual lymphatic drainage technique — that is not generally available in the industry and represents a significant investment by the Company.
3. The underlying therapeutic skills Contractor develops through this training are Contractor’s own professional development and may be used throughout Contractor’s career. The Company’s specific protocols, methodology, curriculum, and materials remain the Company’s confidential and proprietary information under Contractor’s separate confidentiality agreement. In consideration of the Company providing this training at its expense, Contractor agrees to the reimbursement terms below.

The parties agree as follows:

1. Independent Contractor Status. Nothing in this Agreement creates an employer-employee relationship, and the provision of training under it does not convert Contractor into an employee. Contractor remains responsible for all federal, state, and self-employment taxes on amounts paid and is not entitled to employee benefits.
2. Training Investment. The Company will provide Contractor with the specialized four-week training program described in Schedule A, which the parties agree has a reasonable value of $4,000 (the “Training Investment”), reflecting the value of specialized instruction, senior-clinician instructor time, materials, and methodology access provided to Contractor.
3. Agreement to Reimbursement Terms. Contractor acknowledges that the Company is providing the Training Investment at its own expense and would not do so absent Contractor’s agreement to the reimbursement terms in this Section and Section 4. Contractor has had the opportunity to review this Agreement, ask questions, and consult an advisor of Contractor’s choosing before agreeing, and does so knowingly and voluntarily.
4. Reimbursement; Monthly Forgiveness. The Training Investment is forgiven in equal monthly installments of one-sixth ($666.67) for each full month of active engagement following the Engagement Start Date (as defined in the Services Agreement), such that no balance remains after six (6) months of engagement. If (a) Contractor ends the engagement for any reason, or (b) the Company ends the engagement for Cause, before the balance is fully forgiven, Contractor shall reimburse the Company the unforgiven balance as of the end date. If the Company ends the engagement without Cause, no reimbursement is owed. The parties agree this declining schedule reflects the diminishing unrecovered value of the training over time, is a reasonable pre-estimate of the value provided to Contractor and the Company’s loss, and is not intended as a penalty or a restraint on Contractor’s ability to work.
5. Forgiveness Upon Conversion. If Contractor’s status converts to W-2 employment with the Company, the entire remaining unforgiven balance of the Training Investment is forgiven as of the conversion date, and no reimbursement will thereafter be owed under this Agreement.
6. Cause. “Cause” means: material breach of this Agreement, the Services Agreement, or any other agreement or policy signed by Contractor; violation of patient-safety or clinical protocols; dishonesty, misconduct, or unprofessional conduct; loss of required licensure; or conduct reasonably likely to harm patients or the Company’s reputation. For curable breaches, the Company will give written notice and a 10-day opportunity to cure.
7. Repayment Terms. Any reimbursement is due within thirty (30) days after the engagement ends. To the extent permitted by law, Contractor expressly authorizes the Company to recoup or offset the amount owed against Contractor’s final payment or invoice and any other amounts payable to Contractor for services, up to the amount owed. Before applying any offset, the Company will provide Contractor a written itemized statement showing the reimbursement calculation and the amount offset. Any remaining unpaid balance accrues interest at the lesser of 1.0% per month or the maximum rate permitted by Texas law until paid in full.
8. Costs of Collection. If the Company retains counsel or a collection agency to recover amounts owed under this Agreement, Contractor shall pay the Company’s reasonable costs of collection, including attorney’s fees and court costs.
9. Patient Safety and Confidentiality During Training. Training may include direct exposure to real patients and their protected health information. Contractor will comply with HIPAA, all applicable patient-privacy laws, and the Company’s clinical and safety protocols at all times during training.
10. Other Agreements. Confidentiality, non-solicitation, non-competition, and similar obligations are governed by Contractor’s separate signed agreements and Company policies, which remain in full force and are not modified, superseded, or waived by this Agreement.
11. Reformation and Severability. If any provision of this Agreement is found unenforceable as written, the parties intend that a court reform and enforce it to the maximum extent permitted by law. If any provision is held invalid, the remaining provisions remain in full effect.
12. Governing Law; Venue; Jury Waiver. This Agreement is governed by the laws of the State of Texas, with venue in Harris County, Texas. To the fullest extent permitted by law, the parties waive any right to a trial by jury in any dispute arising from this Agreement.
13. General. This Agreement constitutes the entire agreement between the parties regarding the training described and its reimbursement, and supersedes prior discussions on that subject; it does not modify any other agreement or policy between the parties. It may be amended only in writing. Sections 7, 8, 9, and 10 survive termination. Contractor acknowledges having had the opportunity to review this Agreement with an advisor or attorney of Contractor’s choosing and signs it knowingly and voluntarily. This Agreement may be executed by electronic signature.

ACCEPTANCE

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

SCHEDULE A — Training Description

Four-week specialized clinical training program comprising the following modules:

• Body Systems & Anatomy Foundation — circulatory, lymphatic, and myofascial systems; regional palpation; fluid dynamics and interstitial pressure.
• Inflammation Physiology & Tissue Repair — acute, subacute, and chronic phases; scar tissue science, fibrosis, and keloids; cellular environment; contraindication decision trees.
• Surgical Procedures & Incision Management — aesthetic and oncological procedures; incision-zone protocols and safe-zone rules; infection recognition and escalation.
• Manual Lymphatic Drainage — history and theory (Vodder and Leduc lineages); lymph node mapping; indications and contraindications; the Company’s proprietary adapted session methodology.
• Clinical Practice (Hands-On) — supervised practice of the Company’s 8-step session sequence; patient intake, consent, and communication; manual techniques and accessory equipment (RF, cupping, wood therapy, vibration, cavitation).
• Documentation, Progress Tracking & Escalation — session notes, outcome measurement, photo documentation protocol, escalation chain, and scope awareness.
• Clinical Reasoning — visual inflammation assessment, real-time protocol adaptation, and case-scenario training (aesthetic, oncological, and complication cases).

Program includes HIPAA and patient-confidentiality compliance training, real-time case exposure, and supervised hands-on validation. Reasonable value: $4,000.