Parties to Agreement

This Independent Contractor Agreement ("Agreement") is made and entered into as of October 12, 2026 by and between , a self-employed professional and Board-Approved Supervisor ("Contractor"), and Webwell Group, PLLC ("Practice"), a professional entity providing a suite of practice management and technology infrastructure to support independent mental health professionals.

1. Independent Contractor Status

This Agreement establishes a business relationship wherein the Contractor, an independent professional, provides therapeutic and supervisory services to clients and associates of the Practice as an independent contractor and not as an employee. The Contractor is the sole rendering provider of these services and is responsible for all clinical decisions and professional judgments. Contractor is responsible for all of their own business expenses, including professional licensure, continuing education, and professional liability insurance.

The Contractor is also solely responsible for all tax obligations, including self-employment taxes. Contractor shall not be entitled to any employee benefits from the Practice and is free to contract with other practices or maintain their own private practice. Both parties acknowledge that the Contractor's clinical status as a Board-Approved Supervisor is a professional licensure category and does not alter the underlying business relationship as an independent contractor.

2. Initial Requirements

Background Check

Contractor agrees to submit to a background check, including criminal history and professional license verification. Contractor authorizes Practice to obtain and review these reports. Failure to pass the background check may result in the termination of this Agreement.

Professional Liability Insurance

Contractor shall, at all times during the term of this Agreement and for a period of two (2) years following its termination, maintain in full force and effect professional liability insurance (malpractice insurance) with coverage limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate. Contractor shall provide the Practice with a certificate of insurance or other satisfactory proof of coverage upon request and upon renewal. As a condition of this Agreement, the Contractor’s insurance policy shall include the Practice as an 'Additional Insured' for all claims arising from the Contractor’s professional services. Failure to maintain the required insurance coverage or the 'Additional Insured' status shall constitute a material breach of this Agreement.

3. Professional Services and Clinical Autonomy

Contractor shall be solely responsible for the provision of all therapeutic and supervisory services. The Contractor retains full clinical autonomy, including the responsibility for all clinical decisions, treatment plans, and professional judgments regarding their clients. The Practice shall not dictate therapeutic modalities, frequency of sessions, or clinical interventions.

Under this Agreement, the Contractor may elect to take on direct clients. For clients assigned to their designated associate caseload, the Contractor will conduct initial diagnostic assessments when necessary to meet specific insurance payer or billing platform requirements, completing the assessment, diagnostic formulation, risk assessment, determination of medical necessity, treatment recommendations, and treatment plans within 24 to 48 hours. The Contractor will also provide secondary clinical oversight for psychotherapy services provided by these designated associates, which includes the routine review of progress notes, required treatment plans, clinical sign-offs, and corrective feedback. For extensive practice-level consultation, staff training, formal chart audits, or policy development, the Contractor will provide services on a pre-approved, as-needed basis.

Licensure and Geographic Limitations

The Contractor is solely responsible for maintaining all necessary licenses, certifications, and credentials required to practice as a mental health professional in all jurisdictions where they provide services. The Contractor acknowledges that, by law, they are only authorized to provide counseling services to clients who are physically located within a state or jurisdiction where the Contractor is legally licensed to practice. The Contractor is solely responsible for ensuring compliance with all legal requirements for every client session, including but not limited to, the laws and regulations of the state where the client is located.

While the Richmond office serves as a professional anchor, the Contractor is encouraged to leverage the Practice’s virtual infrastructure to serve clients throughout the state of Texas. The Contractor retains the autonomy to build a statewide virtual presence managed through the Practice’s secure teletherapy platform. All services must be performed from a location that is private, secure, and compliant with HIPAA and professional standards.

Documentation and Compliance

The Practice provides access to a professional suite of tools, including a HIPAA-compliant EHR and optional AI-assisted clinical scribe tools. To ensure clinical accuracy, mitigate professional risk, and satisfy insurance billing requirements, the Practice requires all session documentation to meet rigorous audit standards. The Contractor is highly encouraged to utilize the provided AI-assisted scribe tools to meet these standards efficiently; however, the Contractor retains the autonomy to document manually. Regardless of the method chosen, or in instances where a client explicitly withholds consent for AI assistance, the Contractor is solely responsible for ensuring comprehensive documentation is finalized within the Practice EHR within 48 hours of the session. This timeframe is a strict administrative and billing requirement.

The Contractor agrees to use only the Practice’s provided, secure, and HIPAA-compliant platforms for all client-related documentation and communication, including all voice and text-based messaging. The use of personal email, personal SMS/native texting apps, text messages, or other non-approved platforms for the transmission of Protected Health Information (PHI) is strictly prohibited. The Contractor shall ensure that all personal devices used for work-related purposes are password-protected, encrypted, and equipped with up-to-date security software. The Contractor is required to immediately notify the Practice of any lost or stolen device, or any other potential security incident or data breach.

In accordance with the HIPAA "Minimum Necessary" standard, the Contractor’s access to the Practice EHR and Protected Health Information is strictly limited to the clinical records of clients for whom they are the primary rendering provider or designated reviewing supervisor. The Contractor agrees not to access, view, or attempt to retrieve PHI for any individual not currently under their direct care within the Practice. This restriction is a mandatory security protocol managed by the Practice’s HIPAA Compliance Officer to ensure federal regulatory adherence.

Reports and Verification Letters: The Contractor is solely responsible for the content and accuracy of any formal reports, verification letters, or other written documentation they generate. These are considered billable administrative services and are not included in the standard clinical session rate. The fees for these services, including any court-ordered appearances or legal retainers, will be collected by the Practice and distributed according to the revenue share model defined in the Compensation Addendum.

The Practice may conduct a review of such documents for quality assurance and billing compliance. This review is not a clinical directive and does not transfer any professional or legal liability from the Contractor to the Practice. The Practice's review is solely for the purpose of ensuring that the documentation meets administrative and billing requirements and does not constitute a clinical review or supervision.

Professional Conduct and Confidentiality

The Contractor shall maintain strict confidentiality of all client information in accordance with HIPAA and applicable state laws. The Contractor is responsible for obtaining informed consent and adhering to ethical guidelines and professional best practices. The Contractor agrees to promptly notify the Practice of any change in their professional status, including, but not limited to, a formal complaint, disciplinary action, or any investigation initiated by their professional licensing board.

The Contractor acknowledges and agrees that they must comply with all rules and regulations of the Texas State Board of Examiners of Professional Counselors, including, but not limited to, Texas Administrative Code § 681.91(m) which requires the Contractor to include their supervision disclosure on all professional representations and materials. The Contractor is responsible for ensuring this disclosure is included in their professional profile on the Practice's website, as well as on all billing and documentation provided to clients.

Professional Communication

The Contractor agrees to maintain open, professional, and timely communication with the Practice's administrative staff to ensure the effective management of scheduling, billing, and practice operations. Contractor shall use the Practice’s designated internal messaging systems for all business-related coordination and agrees to maintain up-to-date contact information with the Practice at all times.

Crisis Management

The Practice is an outpatient facility and does not provide 24/7 crisis intervention or emergency monitoring services. Contractor agrees to adhere to the formal "Crisis Protocols: In-Person & Virtual" hosted within the Practice Manual, which is incorporated into this Agreement by reference. While the Practice provides this administrative safety framework (including requirements for pre-session location verification for virtual sessions and staff notification for in-person emergencies), the Contractor retains the ultimate clinical duty of care. The Contractor is solely responsible for all clinical decisions, after-hours coverage, and emergency planning for their clients. This protocol is an administrative security and compliance measure. It does not constitute a clinical directive or an obligation for the Practice to provide direct clinical crisis response or supervision of the emergency intervention.

Operational Standards and Practice Manual

Contractor acknowledges that the Practice provides access to a Practice Manual via the internal practice portal, which outlines specific administrative protocols, billing workflows, and operational standards. By signing this Agreement and accessing the internal portal, Contractor agrees to review, understand, and adhere to all policies contained within the manual. Contractor further understands that the Practice Manual is a living document and may be updated periodically to reflect changes in technology, law, or practice standards. Continued engagement with the Practice and access to the internal portal following any such updates constitutes acceptance of the revised policies. Nothing in the Practice Manual shall be construed to limit the Contractor’s clinical autonomy or dictate professional judgment in the delivery of therapeutic services.

4. Practice Responsibilities and Resources

The Practice shall provide the following administrative and platform services to support the Contractor's professional practice:

Brand Support

The Practice provides a professional platform and digital infrastructure to support the Contractor's brand building. This includes a profile on the Practice’s website and presence within the Practice’s broader digital footprint. The Contractor acknowledges they are the primary lead for their own networking and growth. The Practice may provide internal referrals that arrive through general inquiries at its own discretion.

Administrative Support

The Practice manages client billing and collections for clients seen through the Practice. To ensure a seamless workflow, the Practice’s administrative team coordinates scheduling within the blocks of time the Contractor has opened. While the Contractor may schedule follow-up sessions directly with clients during a session, they must ensure these are reflected in the Practice EHR and coordinated with the administrative team for billing accuracy.

Required Technology

The Practice provides access to essential technology infrastructure, including a HIPAA-compliant EHR system, a secure telehealth platform, a dedicated professional phone extension, and AI-assisted clinical scribe and documentation tools. The Contractor agrees to use these specific tools for all client-related communication and record-keeping to ensure the security of Protected Health Information (PHI) owned by the Practice. The Practice maintains the right to update or change these platforms.

Optional Office Space

The Practice may, at its sole discretion, offer access to fully-furnished office space for in-person sessions as an optional resource. This is not a requirement for the Contractor to perform services under this Agreement. The Contractor may work from any location they choose, provided it is a private and secure environment that is compliant with HIPAA and professional standards. The administrative services fee retained by the Practice (as detailed in Section 5) covers the full suite of resources provided to the Contractor, including, but not limited to, the EHR system, telehealth platform, HIPAA-compliant messaging, referral processing, billing, and the optional use of office space. This fee is a business expense of the Contractor for the business support services provided by the Practice. The use of any office space provided by the Practice is at-will and can be withdrawn by the Practice with reasonable notice.

5. Revenue Sharing and Sustainability

Revenue Sharing Model

The Practice will compensate the Contractor in accordance with the Independent Contractor Compensation Addendum. This Addendum defines the specific compensation structure for initial diagnostic assessments, associate documentation review, and practice-level consultation. This revenue share reflects the Contractor's role as an entrepreneurial clinician. The portion retained by the Practice covers the shared infrastructure, including the Richmond office overhead, the technology suite, and the administrative support team.

All percentage-based compensation is strictly tied to the final, collected reimbursement from the payer. If an insurance payer or client demands a refund, recoupment, or clawback for a previously paid session, the Contractor's percentage of that session is equally subject to clawback and will be deducted from future distributions.

Business Viability

To ensure the continued viability of this clinical collaboration and to cover the costs of the provided infrastructure, the Practice relies on the Contractor to maintain consistent engagement with the associate oversight process and availability for initial diagnostic assessments. Because the Contractor's volume is directly tied to the associate pipeline and not a traditional individual caseload, the Practice does not require a minimum session quota.

Instead, to assist the administrative team in facilitating new client placements, the Contractor agrees to provide mutually agreed upon availability within the digital calendar for initial assessments and to maintain timely turnarounds for associate documentation review. A consistent failure to provide assessment availability or to complete timely note reviews may indicate that the collaboration is no longer sustainable for the Practice's infrastructure model.

Contractor Expenses

This revenue share is for professional services only. The Contractor is solely responsible for all business expenses and tax liabilities associated with their self-employed status.

Modification of Compensation

The Practice reserves the right to modify the terms of the Independent Contractor Compensation Addendum. Any such modification shall become effective no sooner than thirty (30) days after the Practice provides written notice of the changes to the Contractor. The Contractor's continued provision of services after the effective date of any such modification shall constitute acceptance of the new terms.

6. Supervision Framework and Associate Billing

The Contractor's role includes providing secondary clinical oversight to facilitate insurance reimbursement through the Practice's contracts for designated associates.

To support this oversight, the Contractor will facilitate a minimum of one one-hour group clinical consultation meeting per month for the associates they oversee. The fee for this meeting is established by the Contractor and billed directly to the associates. The Practice is not responsible for collecting, managing, or guaranteeing the funds for this meeting.

The Practice does not guarantee that the Contractor will serve as the primary board-approved supervisor for any associate. If an associate elects to retain the Contractor as their primary LPC-S, that arrangement shall be established through a completely separate, direct agreement between the Contractor and the associate. The Practice holds no financial or legal responsibility for external primary supervision agreements.

To ensure the integrity of the insurance billing framework and mitigate financial risk, the Practice will perform regular administrative reviews of documentation for billing compliance and accuracy. These reviews are strictly administrative and do not constitute clinical supervision. The Practice reserves the right to restrict or audit the Contractor’s use of this framework at any time to ensure compliance.

Contractor acknowledges that the Practice's designated platform for supervisory billing mandates specific workflows, including the direct review and co-signature of associate documentation within that platform. The Practice monitors the administrative dashboard of this billing platform solely to track claim status and identify pending sign-offs. Because the successful submission and collection of claims is entirely dependent on these platform-mandated approvals, the Contractor agrees to finalize all required co-signatures within the timeframes established by the billing platform. Delays in completing these workflows will inherently delay the associated compensation, and a persistent failure to meet the platform's compliance standards may be considered a material breach of this Agreement.

7. Non-Solicitation and Confidentiality

Non-Solicitation of Clients

Contractor agrees that during their work with the Practice and for a period of one (1) year following the termination of this Agreement, Contractor shall not directly or indirectly solicit any client for the provision of professional services at another location. For the purpose of this Agreement, 'soliciting' is defined as any proactive, direct, and intentional effort by the Contractor to persuade a client to transfer their care away from the Practice.

Non-Solicitation of Employees or Other Contractors

During the term of this Agreement and for a period of one (1) year following its termination, Contractor shall not directly or indirectly solicit, recruit, or hire any employee or other independent contractor of the Practice. This clause is to protect the Practice's investment in its workforce and preserve a stable business environment.

Non-Disclosure

Contractor agrees to maintain the strictest confidentiality of all proprietary information of the Practice, including client lists and internal business strategies. This obligation survives the termination of this Agreement.

Professional Identity and Campus Proximity

To maintain a distinct professional identity and prevent public confusion, the Contractor agrees not to maintain a concurrent clinical presence or offer private therapeutic services under a different brand name within any building, suite, or facility located within the Offices at Mason Landing Office Condominiums or its immediate professional campus during the term of this Agreement and for a period of one (1) year following its termination. This brand protection measure is intended to ensure administrative clarity for clients and prevents the risk of "confusion of origin" for individuals arriving at the shared facility. This provision does not restrict the Contractor’s right to practice in any other geographic location outside of this specific professional office complex.

8. Term, Termination, and Client Transition

Term and Termination: This Agreement shall continue indefinitely unless terminated by either party upon 30 days' written notice.

Termination for Cause: Either party may terminate this Agreement immediately for cause, including, but not limited to, a material breach of this Agreement, loss of professional licensure, unprofessional or unethical conduct that is detrimental to the reputation of the Practice, or failure to maintain the required professional liability insurance.

Client and Associate Transition:

Upon termination of this Agreement for any reason, all client records created or reviewed by the Contractor while working with the Practice shall be considered the property of the Practice, in accordance with Texas law.

To ensure continuity of care and prevent disruption to the insurance billing pipeline, the Contractor will cooperate fully with the Practice to facilitate a smooth and ethical transition. For any clients the Contractor has directly assessed, this includes providing a comprehensive final summary of each client's treatment progress and current needs to ensure accurate and complete records for the next provider. The Contractor is responsible for ensuring that all necessary client records are readily available to the Practice and are completed in a timely manner. Furthermore, the Contractor commits to following all professional and ethical guidelines for client notification and record transfer.

For associates under the Contractor's secondary clinical oversight, the Contractor agrees to finalize all pending documentation reviews and required platform co-signatures prior to their effective departure date. The Contractor will cooperate with the administrative team to smoothly transition the billing oversight of these associates to another qualified supervisor. If the Contractor serves as the primary board-approved supervisor for any associate through a separate agreement, the Contractor remains solely responsible for adhering to all Texas State Board regulations regarding the ethical termination and transition of that specific supervisory relationship.

Client and Associate Notification:

In the event of the Contractor's departure, the Contractor will provide a neutral and ethical notification to any directly assessed clients and overseen associates in accordance with all applicable professional guidelines. This notification will include the effective date of the Contractor's departure. It will also outline the client's options for continuing care, which will include the option to continue services with another practitioner at the Practice or the option to obtain a referral and transfer their care to a new provider, including the Contractor if the client so chooses. Finally, the notification will provide instructions for contacting the Practice to discuss options for continued care.

The Practice and the Contractor agree that this notification process is considered standard ethical practice for continuity of care. The final decision to continue therapy with the Contractor rests solely with the client, and the decision to continue an external primary supervision relationship rests solely with the associate. An independent and voluntary decision to continue care or primary supervision with the Contractor after receiving the ethical notification will not be considered a breach of the non-solicitation clause.

However, this exception is strictly limited to the continuation of individual care and external primary supervision. It does not waive the prohibitions outlined in Section 7. The Contractor acknowledges that the Practice utilizes various third-party platforms for electronic health records, insurance billing, and telehealth, which may govern the ultimate portability of certain clients depending on their origin. Regardless of any specific platform's terms regarding client choice, the Contractor shall not encourage, facilitate, or solicit any associate to terminate their contract with the Practice. Furthermore, the Contractor shall not assist, instruct, or facilitate any associate in transferring clients paneled under the Practice to an outside entity or to a different profile on any billing platform. Any such interference with the Practice's associate relationships or client roster constitutes a direct and material breach of this Agreement.

9. Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

Liability and Indemnification: The Contractor's duty to indemnify, defend, and hold harmless the Practice shall specifically extend to any and all claims, liabilities, damages, losses, or expenses (including, without limitation, reasonable attorneys’ fees) arising out of or resulting from the Contractor’s professional services, including but not limited to: (i) any negligent acts, errors, or omissions in the Contractor's clinical judgment, treatment, or professional services; (ii) any violation of the Texas Administrative Code or other state or federal law governing the professional practice of counseling; or (iii) any breach of the Contractor’s ethical obligations as a mental health professional. This indemnification obligation shall survive the termination or expiration of this Agreement.

Dispute Resolution:  The parties agree to first attempt to resolve any dispute, claim, or controversy through good faith, direct negotiation. If a resolution is not reached within thirty (30) days of one party providing written notice of the dispute to the other, the dispute shall then be submitted to final and binding arbitration.

The arbitration shall be conducted exclusively in Fort Bend County, Texas, by a single neutral arbitrator in accordance with the rules of the American Arbitration Association (AAA) then in effect. Each party shall bear its own costs, expenses, and attorneys’ fees, and the parties shall equally share the fees and expenses of the arbitrator. By agreeing to this, the parties waive their right to a trial by jury.

Notices: All notices and other communications hereunder shall be in writing and may be delivered via email, through the Practice's internal secure messaging system (if applicable), or by certified mail. Notices will be sent to the most current contact information on file for each party. It is the responsibility of each party to promptly notify the other of any changes to their contact information.

Waiver: No waiver of any term or condition of this Agreement shall be deemed a waiver of any other term or condition or of any subsequent breach of the same or any other term or condition.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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