Partners in Care Services Agreement

Gabi Childcare LLC

Partners in Care Master Service Agreement

Version Date: August 10, 2026

This Partners in Care Master Service Agreement, referred to as the “Agreement,” establishes the terms governing approved partnerships between Gabi Childcare LLC, referred to as “Gabi Childcare,” “Agency,” “we,” “our,” or “us,” & the organization or professional identified in the signature section, referred to as the “Partner.”

This Agreement may apply to Agency & Organizational Partnerships, Professional Partnerships, White Label Services, staffing partnerships, referral relationships, Real World Lab programming, program services, Co Staffing arrangements, specialty professional services, & other approved partnership services.

1. Partners in Care Relationship

Select all approved relationship types.

☐ Agency & Organizational Partner

☐ Professional Partner

☐ White Label Partner

☐ Referral Partner

☐ Co Staffing Partner

☐ Real World Lab Partner

☐ Program Partner

☐ Other Approved Partnership

The specific services, pricing, responsibilities, staffing structure, compensation, & approved relationship will be identified through the applicable Rate & Service Schedule, Client Service Plan, Work Order, Service Confirmation, Addendum, or other written authorization from Gabi Childcare.

2. Purpose

Partners in Care is designed to create professional relationships that expand staffing capacity, strengthen family & organizational support, increase access to qualified professionals, support specialized services, & create responsible opportunities for collaboration.

Each partnership is built around safety, professionalism, transparency, communication, service quality, workforce standards, appropriate professional boundaries, & respect for the relationships each party has established.

3. Agency & Organizational Partners

Agency & Organizational Partners may include:

• Staffing agencies

• Employment or placement agencies

• Schools

• Preschools

• Childcare centers

• Before school programs

• After school programs

• Camps

• Nonprofits

• Community organizations

• Corporations

• Workplace programs

• Event organizations

• Event venues

• Hotels

• Hospitality organizations

• Household staffing agencies

• Domestic staffing agencies

• Healthcare organizations

• Family support organizations

• Government organizations

• Educational organizations

• Transportation organizations

• Youth development organizations

• Other approved organizations

Partnership services may include staffing, backup staffing, temporary coverage, ongoing staffing, substitute staffing, program development, event staffing, educational staffing, household & family support staffing, specialty staffing, leadership staffing, Real World Lab programming, White Label Services, Co Staffing, referrals, & other approved solutions.

4. Professional Partners

Professional Partners are independently qualified specialty professionals or professional businesses approved to participate in the Partners in Care program.

Professional Partners may include:

• Doulas

• Sleep Trainers

• Toilet Learning Specialists

• Potty Training Specialists

• Child Behavior Coaches

• Parent Coaches

• Postpartum Care Specialists

• Early Childhood Educators

• Lactation Consultants

• Family Wellness Coaches

• Developmental Specialists

• Family Support Specialists

• Other approved specialty professionals

Professional Partners may provide consultations, education, coaching, specialty support, workshops, direct family services, organizational services, programs, referrals, or other approved professional services.

5. Care Professionals Versus Professional Partners

A Gabi Childcare Care Professional is an individual recruited, screened, hired, trained, professionally developed, assigned, paid, & workforce managed by Gabi Childcare.

A Professional Partner is an approved specialty professional or professional business participating in the Partners in Care program.

Professional Partners may participate through an independently operated business or as an independent contractor when the actual relationship qualifies for that classification under applicable law.

A Professional Partner may also separately become a Gabi Childcare employee when Gabi Childcare hires that individual for an employee position.

The two categories are not interchangeable.

Signing this Agreement alone does not establish an employment relationship between Gabi Childcare & a Professional Partner.

The actual working relationship, applicable law, degree of independence, financial arrangement, professional responsibilities, & operational structure will determine the proper relationship.

6. Partnership Documents

The partnership may include applicable:

• Partnership Intake Form

• Partnership Onboarding & Compliance Form

• Partners in Care Master Service Agreement

• Rate & Service Schedule

• Client Service Plan

• Work Order

• Service Confirmation

• White Label Addendum

• Real World Lab Addendum

• Transportation Addendum

• Event Services Addendum

• School Services Addendum

• Student Data & Confidentiality Addendum

• Health Information Addendum

• Professional Partner Service Schedule

• Direct Engagement & Conversion Schedule

• Insurance Requirements

• Other approved service documents

The Partnership Intake Form & Compliance Form contain factual representations, preferences, service requirements, & information provided by the Partner.

They do not override this Agreement or a signed service specific document.

If terms conflict, the following order will generally control:

Signed Client Service Plan, Work Order, or Rate & Service Schedule
Signed service specific Addendum
This Agreement
Applicable approved written policies

7. Partnership Approval

Submitting an Intake Form, completing compliance documents, signing this Agreement, paying an enrollment fee, previewing professional profiles, or requesting services does not automatically guarantee partnership approval, staffing, referrals, clients, assignments, programs, or professional availability.

Gabi Childcare may review applicable:

• Partnership structure

• Service requirements

• Professional availability

• Location

• Licensing

• Insurance

• Safety requirements

• Compliance documentation

• Program requirements

• Financial requirements

• Professional qualifications

• Operational compatibility

• Staffing needs

• Professional credentials

• Other applicable factors

Partnership activation occurs only after required approvals, agreements, fees, documentation, & compliance requirements are completed.

8. No Guarantee of Staffing, Referrals, Clients, or Business

Gabi Childcare does not guarantee:

• A specific Care Professional

• A specific Professional Partner

• A specific client

• Minimum staffing volume

• Minimum referral volume

• Minimum revenue

• Minimum assignments

• Minimum hours

• Continuous professional availability

• Exclusive professionals

• Exclusive clients

• Exclusive territory

• Placement by a requested date

• Acceptance of every service request

• Renewal of every partnership

Partnership opportunities remain subject to availability, qualifications, service scope, safety, location, client needs, compliance, & Gabi Childcare approval.

9. Gabi Childcare Employer Responsibilities

For Care Professionals employed & supplied by Gabi Childcare, Gabi Childcare remains responsible for applicable employer functions, including:

• Recruitment

• Candidate screening

• Interviews

• Hiring

• Employment onboarding

• Employment eligibility procedures

• Payroll

• Payroll taxes

• Wage administration

• Timekeeping administration

• Workers compensation responsibilities

• Professional development

• Gabi Childcare training

• Performance management

• Corrective action

• Employment records

• Workforce communication

• Assignment coordination

• Employee separation

• Other employer responsibilities assigned to Gabi Childcare

The Partner may communicate assignment needs, schedules, site procedures, service expectations, & performance concerns to Gabi Childcare.

The Partner may not independently change the pay rate, employment status, benefits, disciplinary status, or employment relationship of a Gabi Childcare Care Professional.

10. Day to Day Assignment Direction

Partners may provide reasonable day to day instructions necessary for Care Professionals to perform an approved assignment.

Examples may include:

• Site procedures

• Classroom routines

• Family routines

• Event schedules

• Program schedules

• Participant assignments

• Building access

• Emergency procedures

• Approved duties

• Safety instructions

• Organization specific procedures

Day to day assignment direction does not authorize the Partner to independently change Gabi Childcare employment terms.

Performance, attendance, conduct, scheduling, or staffing concerns should be communicated to Gabi Childcare.

A Partner may immediately remove a Care Professional from an active location when reasonably necessary to address an urgent safety concern, provided Gabi Childcare is notified promptly.

11. Partner Supplied Personnel

This section applies only when an Agency or Organizational Partner supplies its own personnel through a Co Staffing, White Label, collaborative, or other approved arrangement.

Unless otherwise stated in writing, each party remains responsible for the personnel it supplies.

The Partner is responsible for applicable:

• Hiring

• Worker classification

• Payroll

• Taxes

• Wage compliance

• Screening

• Credentials

• Training

• Insurance

• Workers compensation

• Employment eligibility

• Employment records

• Professional conduct

• Required licenses

• Other legal obligations relating to personnel supplied by the Partner

Partner supplied personnel may not be presented as Gabi Childcare employees unless Gabi Childcare has actually hired them.

12. Subcontractors & Substitute Providers

A Partner may not introduce another staffing organization, subcontractor, independent professional, substitute, or other service provider into a Gabi Childcare assignment without prior written approval when that person or organization will provide services through the partnership.

Gabi Childcare may require applicable screening, licensing, insurance, confidentiality, safety, credential, & compliance documentation before approving another provider.

Professional Partners may not independently send another individual to complete an accepted client assignment.

13. Professional Partner Relationship

Professional Partners must satisfy applicable Gabi Childcare partnership standards before receiving client opportunities.

Participation in Partners in Care does not guarantee:

• Clients

• Assignments

• Income

• Hours

• Referrals

• Service volume

• Specific rates

• Continued participation

Professional Partners may generally accept or decline proposed client opportunities before accepting a Client Service Plan.

Once an engagement is accepted, the Professional Partner must fulfill the agreed service obligations or follow applicable cancellation procedures.

14. Professional Partner Qualifications & Continuing Eligibility

Professional Partners must remain qualified for the services they provide.

Each Professional Partner is responsible for maintaining all applicable:

• Professional licenses

• Certifications

• Registrations

• Professional credentials

• Required education

• Continuing education

• CPR certification when applicable

• First Aid certification when applicable

• Professional liability insurance when required

• General business insurance when required

• Automobile insurance when applicable

• Background screening

• Professional memberships when required

• Government approvals

• Scope of practice requirements

• Other requirements applicable to their profession, location, or service

Professional Partners must remain current with changes affecting their profession.

Professional Partners are responsible for renewing required credentials before expiration.

Professional Partners must notify Gabi Childcare promptly if an applicable license, certification, registration, insurance policy, professional credential, or other required qualification:

• Expires

• Lapses

• Is suspended

• Is revoked

• Becomes restricted

• Is placed on probation

• Becomes subject to material disciplinary action

• Becomes otherwise invalid

Failure to maintain required qualifications may result in immediate suspension from new assignments.

15. Gabi Childcare Training Standards for Professional Partners

Professional Partners must maintain the same applicable core Gabi Childcare training, safety, service, conduct, & professional development standards required of Gabi Childcare Care Professionals.

Required training may include applicable:

• Child safety

• Abuse prevention

• Mandated reporting

• Professional boundaries

• Confidentiality

• Emergency procedures

• Incident reporting

• CPR & First Aid

• Special needs awareness

• Family communication

• Service documentation

• Professional conduct

• Diversity & respectful care

• Assignment specific safety

• Gabi Childcare service standards

• Other required professional development

Specialty professionals must also maintain any education, training, continuing education, certification, or competency requirements required for their individual profession.

Professional Partner status does not exempt a professional from Gabi Childcare safety, conduct, confidentiality, safeguarding, training, or service quality standards.

16. Professional Development Costs

Independent Professional Partners are responsible for the cost of professional development required to maintain eligibility within the Partners in Care program unless Gabi Childcare states otherwise in writing.

Professional development costs may include applicable:

• Gabi Childcare professional development programs

• Annual professional development

• Certification courses

• Certification renewals

• Continuing education

• CPR & First Aid training

• Specialty training

• Required workshops

• Compliance education

• Assignment specific training

• External professional development providers

• Materials

• Examination fees

• Credential renewal costs

Applicable fees will be disclosed before enrollment, renewal, or required participation whenever reasonably practicable.

Payment of a professional development fee does not guarantee clients, assignments, referrals, income, or continued program participation.

If a Professional Partner is separately hired by Gabi Childcare as an employee, required employee training, training time, training costs, & compensation will be administered according to applicable employment requirements & Gabi Childcare employment policies rather than this Independent Professional Partner provision.

17. Independent Contractor Option

Professional Partners may have the option to participate as independent contractors when their business relationship, services, level of independence, & applicable law support independent contractor status.

Independent contractor participation is not automatic.

Gabi Childcare may request documentation supporting the Professional Partner's independently established business or professional practice.

An Independent Professional Partner generally operates an independently established professional practice or business & remains responsible for the business aspects of that practice.

The Independent Professional Partner is responsible for applicable:

• Federal income taxes

• State income taxes

• Local taxes

• Self employment taxes

• Estimated tax payments

• Tax filings

• Business registrations

• Business licenses

• Professional licenses

• Professional liability insurance

• General business insurance

• Automobile insurance when applicable

• Business expenses

• Professional expenses

• Professional equipment

• Supplies unless otherwise stated in the Client Service Plan

• Continuing education

• Credential renewal

• Professional development costs

• Business recordkeeping

• Business banking

• Accounting

• Other expenses associated with operating an independent professional practice

Gabi Childcare does not withhold employee payroll taxes from compensation properly paid to an Independent Professional Partner unless required by law.

Gabi Childcare may issue applicable tax reporting documents as required.

Independent Professional Partners are not eligible for Gabi Childcare employee benefits solely because they participate in Partners in Care.

Employee benefits may include applicable:

• Paid time off

• Employee health benefits

• Employee retirement benefits

• Employee bonuses

• Employee leave programs

• Other benefits reserved for eligible Gabi Childcare employees

Nothing in this Agreement waives any right or benefit independently required by applicable law.

18. Independence of Professional Practice

Independent Professional Partners generally retain control over the professional methods used to perform their approved specialty services subject to applicable:

• Law

• Professional standards

• Scope of practice

• Safety requirements

• Client Service Plan

• Client goals

• Gabi Childcare safeguarding standards

• Confidentiality requirements

• Approved service boundaries

• Site safety procedures

• Contractual obligations

Independent Professional Partners may maintain their own lawful clients, businesses, professional relationships, & outside professional activities.

They may generally determine their availability.

They may accept or decline proposed client opportunities before accepting an engagement.

They remain responsible for their professional judgment within their lawful scope of service.

Nothing in this section authorizes a Professional Partner to disregard Gabi Childcare child safety, confidentiality, professional conduct, safeguarding, reporting, training, or client protection requirements.

19. Scope of Professional Services

Professional Partners may only provide services within their lawful qualifications, training, experience, credentials, & approved scope.

Nothing in this Agreement authorizes a Professional Partner to diagnose, prescribe, provide medical treatment, provide psychotherapy, perform nursing services, or perform another regulated service unless legally authorized & professionally qualified to do so.

The Professional Partner remains responsible for determining the lawful scope of their professional services.

Gabi Childcare does not direct independent clinical judgment or other regulated professional judgment exercised by a properly qualified Professional Partner.

20. Doulas, Postpartum Specialists & Lactation Professionals

Doula, postpartum, newborn, lactation, feeding, & related professional services must remain within the Professional Partner's authorized scope.

These services do not replace medical care.

Medical emergencies, diagnoses, treatment decisions, medication decisions, infant medical concerns, postpartum complications, feeding complications requiring medical intervention, or other medical concerns should be directed to an appropriate licensed healthcare provider.

When legally required, the Professional Partner remains responsible for applicable professional consent, documentation, recordkeeping, & professional requirements.

21. Coaching & Family Support Services

Sleep training, toilet learning, child behavior coaching, parent coaching, family wellness coaching, & similar services are educational, developmental, behavioral support, or coaching services unless a properly licensed professional is separately providing a regulated healthcare or mental health service.

Professional Partners may not represent a coaching service as medical treatment, psychotherapy, diagnosis, or another regulated service unless legally qualified to provide that service.

22. Early Childhood Education Services

Early Childhood Educators may provide approved educational, developmental, enrichment, classroom, consultation, curriculum, or family support services consistent with their qualifications & approved Client Service Plan.

Any position requiring a specific teaching certificate, educational clearance, license, registration, or governmental approval remains subject to those requirements.

23. Screening & Vetting

Gabi Childcare vets Care Professionals before assigning them to positions according to applicable Gabi Childcare screening procedures.

Screening may include applicable:

• Identity verification

• Interviews

• Employment verification

• References

• Experience verification

• Criminal background screening

• Registry screening

• Credential verification

• Education verification

• Driving record review

• Re screening

• Other position specific screening

Gabi Childcare may require Professional Partners to complete or provide screening information appropriate to the professional services being performed.

Screening does not guarantee future conduct or eliminate all risk.

24. Optional Enhanced Screening & Workforce Services

Partners may request optional enhanced screening or workforce support services.

Available services may include:

• Federal Fingerprinting

• Driver Clearance & Insurance Verification

• Workforce Drug Screening

• Global Clearance

• GPS Workforce Tracking

Optional services may carry separate fees.

Additional screening may become required based on the assignment, organization, jurisdiction, insurer, service requirements, or applicable law.

25. Screening Information & Privacy

Background reports, fingerprint records, Social Security numbers, drug testing results, medical information, identity documents, & other sensitive records will not automatically be released to Partners.

Gabi Childcare may provide appropriate confirmation that applicable screening or clearance requirements have been completed when permitted.

Release of underlying records remains subject to applicable law, authorization, privacy requirements, contractual requirements, & Gabi Childcare policies.

26. Professional Partner Client Service Plan

Each approved Professional Partner client engagement will have an applicable Client Service Plan, Service Schedule, Work Order, written confirmation, or equivalent authorization.

The Client Service Plan may identify:

• Client

• Approved service

• Scope

• Location

• Service dates

• Frequency

• Expected duration

• Professional Partner service rate

• Client rate

• Professional Partner compensation

• Coordination Fee

• Membership requirements

• Travel reimbursement

• Materials

• Required documentation

• Cancellation terms

• Payment timing

• Professional development requirements

• Additional screening

• Service specific expectations

• Other approved terms

Professional Partners will be paid according to the compensation terms established for each accepted Client Service Plan.

Compensation for one client does not automatically establish compensation for another client.

Rates may vary based on applicable:

• Professional service

• Credentials

• Client requirements

• Service duration

• Location

• Schedule

• Specialty

• Complexity

• Travel

• Program structure

• Other approved considerations

27. Service Requests & Work Orders

Each organizational staffing request, program, event, Professional Partner engagement, or other service may require a Work Order, Service Schedule, Client Service Plan, written confirmation, or equivalent authorization.

The document may identify:

• Service type

• Positions

• Number of professionals

• Location

• Schedule

• Start date

• Expected duration

• Rates

• Minimum hours

• Fees

• Responsibilities

• Screening requirements

• Training requirements

• Program requirements

• Travel requirements

• Cancellation terms

• Billing structure

• White Label requirements

• Professional Partner compensation

• Other assignment specific terms

A request is not confirmed until Gabi Childcare provides written confirmation.

28. Rates, Fees & Payment

Pricing may include applicable:

• Partnership Enrollment Fee

• Partner Access Membership

• White Label Partnership Fee

• White Label Access Membership

• Professional Profile Preview Fee

• Staffing rates

• Coordination Fee

• Priority Staffing Fee

• Event Coordination & Support Fee

• Real World Lab Enrollment Fee

• Program fees

• Curriculum fees

• Compliance fees

• Screening fees

• Extended Service Area Fee

• GPS Workforce Tracking setup

• GPS Workforce Tracking monthly charges

• Travel expenses

• Materials

• Professional Partner fees

• Referral fees

• Professional development fees

• Credentialing expenses

• Other approved charges

Exact rates & charges will be disclosed through the applicable pricing proposal, Rate & Service Schedule, Client Service Plan, Work Order, invoice, or other written confirmation.

29. Partnership Membership

Agency Partners, Organizational Partners, & Professional Partners may be required to maintain an active monthly Partnership Membership.

Professional Partners are subject to the same applicable monthly Partner Access Membership structure established for Agency & Organizational Partners unless a different written Service Schedule applies.

The Membership provides continued access to applicable:

• Partners in Care participation

• Partnership resources

• Staffing support

• Client opportunities

• Service coordination

• Professional support

• Eligible referral opportunities

• Professional network resources

• Program opportunities

• Other approved partnership services

Membership does not guarantee:

• Staffing availability

• Client assignments

• Minimum income

• Referral volume

• Minimum service usage

• Placement volume

• Specific clients

• Specific professionals

• Exclusive access

• Exclusive territory

• Continued eligibility regardless of compliance status

Applicable membership pricing will be stated in the Rate & Service Schedule.

Membership must remain current to maintain active partnership status unless Gabi Childcare approves another arrangement in writing.

30. Coordination Fee

A 9% Coordination Fee applies to applicable partnership services for Agency Partners, Organizational Partners, & Professional Partners unless a different written Rate & Service Schedule applies.

For Agency & Organizational staffing services, the Coordination Fee is generally calculated from applicable staffing charges.

For Professional Partner services, the Coordination Fee is generally calculated from applicable service charges associated with each Client Service Plan.

Any applicable minimum Coordination Fee will be stated in the Rate & Service Schedule, Client Service Plan, Work Order, or pricing document.

The Coordination Fee may support applicable:

• Client intake

• Matching

• Scheduling

• Communication

• Staffing coordination

• Partnership administration

• Billing administration

• Client follow up

• Professional coordination

• Service modifications

• Replacement coordination when applicable

• Program support

• Documentation

• Ongoing partnership management

The Coordination Fee is separate from applicable:

• Membership

• Staffing rates

• Professional compensation

• Professional development

• Screening

• Insurance

• Travel

• Materials

• Licensing

• Credentialing

• Real World Lab

• White Label Services

• Event Services

• Other approved charges

31. Professional Partner Compensation & Payment

Professional Partners are compensated according to the Client Service Plan established for each client.

Compensation may vary from client to client.

Before accepting an engagement, the Professional Partner will receive the applicable compensation structure or service terms.

Depending on the approved arrangement:

• Gabi Childcare may invoice the client & pay the Professional Partner

• The Professional Partner may invoice according to an approved process

• An organization may pay Gabi Childcare for Professional Partner services

• Gabi Childcare may collect client payment & remit approved compensation

• A referral fee may apply

• A revenue share may apply

• Another written compensation structure may apply

Applicable Membership Fees, Coordination Fees, professional development charges, approved expenses, adjustments, or other agreed charges may be invoiced separately or processed according to the applicable Client Service Plan.

No Professional Partner should assume a compensation arrangement until it is confirmed in writing.

32. Professional Partner Taxes & Financial Responsibility

Independent Professional Partners are responsible for obtaining their own tax, accounting, insurance, legal, & business advice.

Independent Professional Partners are responsible for paying applicable taxes associated with their independent professional income.

Gabi Childcare does not provide personal tax advice.

Independent Professional Partners are responsible for maintaining appropriate records relating to:

• Income

• Business expenses

• Insurance

• Licenses

• Certifications

• Continuing education

• Professional development

• Professional expenses

• Other applicable business costs

Professional Partners must provide tax documentation reasonably required for lawful payment processing.

33. Agency & Organizational Partner Billing Structure

For Agency & Organizational Partnerships, the applicable Rate & Service Schedule may identify:

• Staffing rates

• Membership

• Coordination Fee

• Screening charges

• Event fees

• Program fees

• White Label fees

• Travel charges

• Materials

• Billing cycle

• Payment due date

• Cancellation charges

• Other applicable expenses

The Partner agrees to pay all properly approved charges according to the applicable pricing documentation.

34. Client Contracting & Billing Responsibility

For Agency, Organizational, Professional, Referral, or White Label Partnerships, the applicable Service Schedule should identify:

• Who contracts with the end client

• Who invoices the end client

• Who collects payment

• Who handles refunds when applicable

• Who handles routine client communication

• Who handles complaints

• Who handles emergency communication

• Which policies apply

• Which party maintains required client records

• Which party obtains required consents

The parties should not intentionally leave these responsibilities unclear when services begin.

35. White Label Services

White Label Services are available only to approved Partners.

An approved White Label arrangement may allow select Gabi Childcare staffing, programming, coordination, or service support to operate behind the Partner's brand.

White Label approval does not:

• Transfer ownership of Gabi Childcare employees

• Change Gabi Childcare employer responsibilities

• Transfer Gabi Childcare intellectual property

• Eliminate licensing requirements

• Eliminate insurance requirements

• Eliminate safety obligations

• Eliminate privacy requirements

• Authorize inaccurate representations about employment

• Permit the Partner to independently change Gabi Childcare employee terms

• Permit the Partner to represent itself as owning Gabi Childcare

Gabi Childcare may require its identity or role to be disclosed when required by law, insurance, safety standards, professional standards, contractual obligations, or client protection requirements.

White Label branding, service descriptions, scripts, marketing materials, & communications involving Gabi Childcare services may require written approval.

36. Real World Lab

Real World Lab programs, curriculum, activities, concepts, program materials, guides, lesson structures, templates, training resources, names, & proprietary content developed by Gabi Childcare remain Gabi Childcare intellectual property unless otherwise agreed in writing.

Partners receive only the limited right to use approved materials for the approved program, location, term, & purpose.

Materials may not be copied, resold, licensed, distributed, published, uploaded, modified for commercial use, or used to create a competing program without written authorization.

White Label use of Real World Lab materials requires written approval.

37. Referrals

Partners may participate in approved:

• Client referrals

• Professional referrals

• Talent referrals

• Geographic referrals

• Specialty service referrals

• Event referrals

• School referrals

• Corporate referrals

• Real World Lab referrals

• Other approved referral opportunities

Referral fees, revenue shares, payment responsibility, client contracting, & follow up procedures must be established in writing when compensation is involved.

A referral does not guarantee acceptance of a client, Professional Partner, project, assignment, or service request.

38. Direct Engagement & Conversion

Nothing in this Agreement prohibits a Care Professional or Professional Partner from seeking or accepting lawful employment or professional opportunities.

If an Agency or Organizational Partner wishes to directly employ or otherwise convert a Gabi Childcare Care Professional from an Agency supplied assignment into a separate direct relationship, the parties may enter into a separately written Direct Engagement & Conversion Schedule where legally permitted.

Any conversion arrangement must be separately disclosed, agreed to in writing, & applied only to the extent permitted by applicable law.

This Agreement itself does not create a blanket prohibition on a professional accepting employment elsewhere.

39. Direct Payment to Gabi Childcare Care Professionals

Partners should not privately pay, alter the compensation of, or establish a separate payment arrangement with Gabi Childcare Care Professionals for work performed as part of a Gabi Childcare assignment unless Gabi Childcare approves the arrangement in writing.

Questions involving:

• Compensation

• Overtime

• Bonuses

• Added duties

• Schedule extensions

• Reimbursements

• Other payments

should be directed to Gabi Childcare.

40. Professional Development & Assignment Preparation

Gabi Childcare provides applicable onboarding, professional development, service standards, & assignment preparation for Care Professionals.

Professional Partners are required to complete applicable Gabi Childcare professional development based on their partnership category.

A Partner organization may also identify required:

• Site orientation

• Program orientation

• Safety training

• Emergency procedures

• Technology training

• Confidentiality training

• Transportation training

• Classroom procedures

• Organization specific requirements

• Other assignment preparation

Responsibility for additional organization specific training or related costs should be identified before service whenever practicable.

41. Safe Service Environment

Partners must provide a reasonably safe service environment.

Partners must disclose known conditions that may materially affect safety, including applicable:

• Site hazards

• Unsafe equipment

• Aggressive behavior

• Weapons

• Unsafe animals

• Building hazards

• Transportation concerns

• Health hazards

• Emergency conditions

• Security requirements

• Known participant safety risks

• Other material risks

Gabi Childcare may pause, decline, modify, or discontinue services when conditions create an unacceptable safety concern.

42. Site Safety

When Care Professionals or Professional Partners work at a Partner controlled location, the Partner is responsible for communicating applicable:

• Site hazards

• Emergency exits

• Evacuation procedures

• Building access requirements

• Emergency contacts

• Safety equipment

• Security procedures

• Site restrictions

• Workplace safety procedures

Gabi Childcare & the Partner will cooperate regarding applicable workplace safety obligations.

43. Child & Participant Safeguarding

Partners must maintain an environment consistent with applicable child safety, participant safety, abuse prevention, supervision, & reporting requirements.

No Partner may instruct a Care Professional or Professional Partner to:

• Ignore a legal reporting obligation

• Conceal suspected abuse

• Conceal a serious safety incident

• Perform an illegal activity

• Perform an unsafe activity

• Violate an approved safety procedure

• Work outside an approved service scope

Nothing in an internal reporting procedure replaces an individual's independent legal reporting obligations.

44. Parent & Guardian Authorization

When services are provided directly to children or minors, the applicable Partner or Gabi Childcare must obtain required parent or guardian authorization according to the approved Service Plan.

Authorization may be required for applicable:

• Participation

• Transportation

• Photography

• Activities

• Emergency care

• Medication

• Off site activities

• Specialized services

• Information sharing

• Other service specific matters

The responsible party should be identified before service.

45. Health, Medical, Behavioral & Developmental Information

Partners must provide information reasonably necessary to support safe service delivery.

Sensitive medical, behavioral, disability, developmental, educational, or family information should only be shared when necessary through an approved process.

Neither party should intentionally collect more sensitive information than reasonably necessary for the approved service.

46. Privacy & Confidential Information

Each party must protect confidential information received through the partnership.

Confidential information may include:

• Child information

• Family information

• Student information

• Client lists

• Professional information

• Employee information

• Business plans

• Pricing

• Contracts

• Screening information

• Program materials

• Financial information

• Security information

• Login credentials

• Nonpublic operational information

Confidential information may only be used for legitimate partnership purposes or as otherwise permitted by applicable law.

47. Student, Health & Protected Information

If services require access to student education records, protected health information, or other specially regulated information, Gabi Childcare may require an additional privacy or data agreement before access is permitted.

This may include an applicable:

• Student Data & Confidentiality Addendum

• School Services Addendum

• Health Information Addendum

• Business Associate Agreement when legally required

• Data Security Addendum

Access may be limited to information reasonably necessary for the approved service.

48. Data Security Incidents

A party discovering unauthorized access, disclosure, loss, theft, or misuse of partnership information must notify the other party promptly when the incident may affect partnership information, clients, professionals, children, families, employees, or organizational systems.

The parties will cooperate with applicable investigation, mitigation, documentation, insurance, & legally required notification procedures.

49. Transportation

Transportation requires advance approval when transportation forms part of an assignment.

Transportation may involve approved:

• Gabi Childcare vehicles

• Partner vehicles

• Client vehicles

• Care Professional vehicles

• Professional Partner vehicles

• Rental vehicles

• Public transportation

• Approved third party transportation

Applicable driver qualification, automobile insurance, motor vehicle record, child passenger safety, vehicle authorization, accident reporting, & transportation requirements must be satisfied.

A Transportation Addendum may be required.

50. GPS Workforce Tracking

GPS Workforce Tracking may be used for approved transportation, mobile assignments, field services, or organizational safety purposes.

Tracking must be limited to authorized work related purposes & approved service periods.

Off duty tracking is not authorized through the partnership.

Applicable notice, privacy, employment, technology, & authorization requirements must be followed.

The applicable setup fee & monthly active professional fee will be identified through the Rate & Service Schedule.

51. Incidents & Emergencies

Emergency situations affecting immediate safety should be addressed first through appropriate emergency procedures.

Gabi Childcare must then be notified as soon as reasonably practicable.

Reportable matters may include:

• Child injury

• Participant injury

• Professional injury

• Missing child

• Elopement

• Alleged abuse

• Alleged neglect

• Serious behavior incident

• Vehicle accident

• Property damage

• Police involvement

• Emergency medical response

• Serious privacy incident

• Workplace violence

• Other serious safety events

The parties will cooperate with applicable reporting, documentation, insurance, regulatory, & investigation requirements.

52. Complaints & Performance Concerns

Complaints involving Gabi Childcare Care Professionals should be directed to Gabi Childcare.

Gabi Childcare retains responsibility for employment related review & corrective action involving its employees.

Complaints involving an Independent Professional Partner may be reviewed by Gabi Childcare for partnership eligibility, safety, service quality, & client support purposes.

The Professional Partner remains responsible for their independent professional practice.

Gabi Childcare may suspend a Professional Partner or assignment while reviewing a serious safety, compliance, credential, or professional conduct concern.

53. Insurance

Each party must maintain insurance applicable to its operations & responsibilities.

Required coverage may include applicable:

• Commercial General Liability

• Professional Liability

• Workers Compensation

• Disability Benefits coverage where required

• Abuse & Molestation Liability

• Commercial Automobile Liability

• Hired & Non Owned Automobile Liability

• Cyber Liability

• Employment Practices Liability

• Umbrella or Excess Liability

• Crime or Fidelity Coverage

• Other service specific coverage

Insurance requirements may vary according to service, staffing category, professional scope, transportation exposure, program, location, contract requirements, & partnership structure.

Gabi Childcare may request Certificates of Insurance or other reasonable evidence of coverage.

Nothing in this Agreement guarantees that an insurer will cover a specific claim.

54. Professional Partner Insurance

Professional Partners are responsible for maintaining insurance appropriate to their independent professional services when required.

Coverage may include applicable:

• Professional Liability

• General Liability

• Automobile Liability

• Cyber Liability

• Business Property coverage

• Other specialty professional insurance

Professional Partners are responsible for understanding insurance requirements applicable to their professional practice.

Failure to maintain required insurance may result in suspension or removal.

55. Licensing & Business Registration

Partners are responsible for maintaining all registrations, licenses, permits, professional credentials, governmental approvals, & business authority required for their own operations.

Gabi Childcare may request applicable:

• Business registration

• Professional licenses

• Employment agency licenses

• Childcare licenses

• Educational licenses

• Transportation licenses

• Professional credentials

• Other documentation relevant to the approved service

Partners must promptly notify Gabi Childcare of material changes that could affect their legal authority to perform approved partnership services.

56. Compliance Documentation

Gabi Childcare may request reasonable documentation relevant to partnership eligibility.

Documentation may include:

• W9

• Business registration

• Applicable licenses

• Certificates of Insurance

• Workers compensation documentation

• Professional credentials

• Screening certification

• Safety policies

• Abuse prevention policies

• Transportation documentation

• Privacy documentation

• Other applicable compliance information

Sensitive information should be submitted only through an approved process.

57. Intellectual Property

Each party retains ownership of intellectual property owned before the partnership.

Gabi Childcare retains ownership of applicable:

• Brand

• Logos

• Forms

• Handbooks

• Policies

• Training materials

• Professional development materials

• Real World Lab materials

• Curriculum

• Systems

• Processes

• Service names

• Marketing materials

• Proprietary resources

Partner access does not transfer ownership.

58. Brand Use

Neither party may use the other's name, logo, trademark, image, testimonial, or branded materials in public advertising without permission unless a signed White Label or marketing agreement expressly authorizes the use.

Approval may be limited by:

• Time

• Purpose

• Platform

• Location

• Campaign

• Service

Permission may be withdrawn for future use when necessary to protect brand integrity, legal compliance, safety, or professional standards.

59. Nonexclusive Relationship

Unless a signed document expressly states otherwise, all partnerships are nonexclusive.

Gabi Childcare may work with other organizations, professionals, families, agencies, schools, programs, & businesses.

Professional Partners may maintain other lawful professional relationships.

Agency & Organizational Partners may work with other staffing or service providers.

60. No Authority to Bind

A Partner may not sign a contract, incur debt, make a guarantee, promise a refund, establish employment terms, create an insurance obligation, admit liability, or otherwise legally bind Gabi Childcare without written authorization.

Gabi Childcare Care Professionals are not authorized to modify partnership pricing or contractual terms.

Professional Partners are not authorized to make promises on behalf of Gabi Childcare unless expressly approved.

61. Nondiscrimination & Lawful Staffing Requests

Gabi Childcare may decline staffing criteria, professional requests, or service requirements determined to be unlawful, discriminatory, unsafe, inconsistent with employment requirements, or unrelated to legitimate qualifications for the position.

Partners should communicate legitimate:

• Experience requirements

• Credential requirements

• Schedule requirements

• Safety requirements

• Language needs when legitimately related to service

• Accessibility requirements

• Service qualifications

through the approved staffing process.

62. Accuracy of Information

The Partner represents that information submitted through the Partnership Intake Form, Compliance Form, supporting documentation, Client Service Plans, Service Schedules, & partnership communications is accurate to the best of the Partner's knowledge.

Material changes should be reported promptly.

Material false information, concealed safety concerns, invalid credentials, insurance lapses, or misrepresentation may result in suspension or termination.

63. Partnership Performance Review

Gabi Childcare may review continued Partner eligibility based on applicable:

• Safety

• Compliance

• Professionalism

• Service quality

• Client experience

• Payment status

• Operational compatibility

• Credentials

• Insurance

• Licensing

• Professional development

• Training completion

• Agreement compliance

A review does not automatically mean the Partner will be removed.

Depending on the circumstances, Gabi Childcare may:

• Provide coaching

• Require corrective action

• Require additional professional development

• Request updated documentation

• Temporarily restrict assignments

• Temporarily restrict referrals

• Require additional safeguards

• Suspend participation

• Establish a corrective action period

• End the partnership

Serious safety, legal, fraud, abuse, credential, licensing, or professional misconduct matters may result in immediate suspension.

64. Grounds for Suspension or Removal

Gabi Childcare may suspend or remove an Agency Partner, Organizational Partner, or Professional Partner when Gabi Childcare reasonably determines continued participation creates a material safety, compliance, financial, operational, legal, professional, or reputational concern.

Reasons may include the following.

Child Safety & Participant Safety

• Child safety violations

• Abuse or neglect

• Suspected abuse or neglect requiring review

• Failure to follow applicable mandated reporting obligations

• Inappropriate professional boundaries

• Unsafe professional practices

• Failure to report a serious incident

• Knowingly concealing a serious safety event

• Creating an unsafe environment

• Repeated disregard of safety procedures

Licensing & Credentials

• Expired required license

• Suspended license

• Revoked license

• Restricted professional credential materially affecting service

• Failure to maintain required certification

• Failure to complete required continuing education

• Failure to maintain required professional qualifications

• Providing services outside lawful professional scope

• Misrepresenting qualifications

• Falsifying credentials

Professional Development

• Failure to complete required Gabi Childcare professional development

• Failure to maintain applicable training requirements

• Refusal to complete required corrective training

• Failure to pay required Professional Partner professional development fees

• Repeated failure to demonstrate required competency after reasonable corrective support

Insurance

• Failure to maintain required insurance

• Material lapse in required coverage

• Misrepresentation of insurance coverage

• Failure to provide required proof of insurance

Regulatory & Compliance Matters

• Failure to maintain required business registration

• Failure to maintain applicable operating approvals

• Material regulatory violation affecting partnership services

• Failure to cooperate with a legitimate compliance review

• Providing materially false compliance information

• Failure to disclose a material regulatory restriction affecting eligibility

Professional Conduct

• Harassment

• Discrimination

• Retaliation

• Threatening conduct

• Violence

• Sexual misconduct

• Inappropriate communication

• Repeated disrespectful conduct

• Serious unprofessional conduct

• Intoxication or impairment while providing services

• Conduct creating a material risk to children, families, clients, professionals, staff, or organizations

Client Service

• Repeated substantiated client complaints

• Repeated failure to fulfill accepted assignments

• Chronic lateness

• Repeated no shows

• Abandonment of an accepted assignment

• Material failure to follow an approved Client Service Plan

• Repeated failure to communicate material service changes

• Consistently unacceptable service quality

Financial Matters

• Nonpayment

• Repeated late payment

• Unpaid Membership Fees

• Unpaid Coordination Fees

• Unpaid professional development charges

• Fraudulent billing

• False time records

• Improper expense claims

• Unauthorized financial arrangements involving partnership services

Confidentiality & Privacy

• Unauthorized disclosure of confidential information

• Improper access to client information

• Misuse of child, family, student, employee, professional, or organizational information

• Unauthorized disclosure of screening information

• Significant data security violation

• Failure to report a material privacy incident

Brand & Intellectual Property

• Unauthorized use of the Gabi Childcare name

• Unauthorized use of Gabi Childcare logos

• Unauthorized White Label representation

• Misrepresentation of the relationship with Gabi Childcare

• Unauthorized use or distribution of Real World Lab materials

• Unauthorized copying or commercial use of proprietary resources

Partnership Integrity

• Fraud

• Theft

• Material dishonesty

• Falsification of records

• Misrepresentation during intake or compliance review

• Unauthorized subcontracting

• Sending an unapproved substitute

• Knowingly allowing an unapproved individual to perform partnership services

• Material breach of this Agreement

• Material breach of a Client Service Plan

• Material breach of an applicable Addendum

• Conduct reasonably determined to present a serious risk to the Partners in Care program

65. Immediate Suspension

Gabi Childcare may immediately pause new referrals, client assignments, staffing placements, services, system access, brand authorization, or other partnership privileges while investigating a serious concern.

Immediate suspension may be appropriate when the matter involves:

• Child safety

• Alleged abuse

• Serious misconduct

• Credential validity

• Insurance status

• Fraud

• Theft

• Violence

• Serious privacy breach

• Regulatory restriction

• Professional impairment

• Material misrepresentation

• Other urgent risk

A temporary suspension is not necessarily a final determination.

66. Removal Review Process

Except when immediate action is reasonably necessary for safety, legal compliance, insurance, regulatory, fraud, abuse, or other serious concerns, Gabi Childcare may provide notice of the issue & an opportunity for the Partner to respond.

Gabi Childcare may consider:

• Severity

• Frequency

• Prior history

• Client impact

• Child safety

• Corrective action

• Professional response

• Regulatory requirements

• Insurance requirements

• Whether the concern can reasonably be corrected

Gabi Childcare retains final authority regarding participation in Partners in Care subject to applicable law & contractual obligations.

67. Effect of Removal or Termination

Removal from Partners in Care does not eliminate:

• Outstanding payment obligations

• Earned compensation

• Confidentiality obligations

• Intellectual property obligations

• Required incident cooperation

• Existing legal responsibilities

• Privacy responsibilities

• Record retention responsibilities

• Obligations specifically stated to survive termination

Gabi Childcare may determine how active clients or assignments will transition in a manner intended to protect continuity, safety, client welfare, & applicable contractual obligations.

68. Cancellation & Schedule Changes

Cancellation, minimum service, schedule modification, guaranteed hours, event cancellation, program cancellation, Professional Partner cancellation, & related charges will be governed by the applicable Client Service Plan, Service Schedule, Work Order, booking confirmation, or service specific policy.

Changes are not approved until confirmed through the applicable Gabi Childcare process.

69. Professional Unavailability

Gabi Childcare may attempt to provide replacement staffing when a Gabi Childcare Care Professional becomes unavailable.

Replacement staffing is not guaranteed.

A Professional Partner must promptly notify Gabi Childcare when unable to perform an accepted engagement.

A Professional Partner may not independently send an unapproved substitute.

Repeated cancellations, abandonment, no shows, or inability to fulfill accepted Service Plans may affect continued partnership eligibility.

70. Third Party Providers

Third party providers may include:

• Transportation companies

• Venues

• Hotels

• Schools

• Technology companies

• Screening providers

• Laboratories

• Insurance companies

• Healthcare providers

• Event vendors

• Building management

• Payment processors

• Other independent service providers

Each third party remains responsible for its own services.

Use of a third party does not automatically make that provider an employee, Partner, or agent of Gabi Childcare.

71. Records

Each party will maintain records required for its own legal, employment, professional, insurance, financial, & contractual responsibilities.

Gabi Childcare is not required to provide unrestricted access to confidential employee records.

Professional Partners remain responsible for professional records required by their professional practice, business, license, or credential.

72. Insurance Claims, Investigations & Cooperation

Each party agrees to reasonably cooperate regarding an incident, insurance claim, regulatory inquiry, legal request, or investigation involving the partnership.

Nothing requires a party to waive legal privilege, violate applicable law, provide information it is prohibited from disclosing, or interfere with a governmental investigation.

73. Indemnification

To the extent permitted by applicable law, each party is responsible for claims, damages, losses, costs, or liabilities arising from its own negligence, willful misconduct, material contractual breach, unlawful conduct, personnel responsibilities, or failure to meet obligations assigned to it.

An Agency or Organizational Partner remains responsible for applicable conditions, instructions, equipment, property, personnel, or operations under its control.

An Independent Professional Partner remains responsible for applicable:

• Independent professional services

• Professional judgment

• Required credentials

• Business obligations

• Taxes

• Professional records

• Insurance

• Lawful scope of practice

• Actions within their professional control

Additional indemnification requirements may be stated in an applicable Service Schedule or Addendum.

74. Limitation of Responsibility

To the fullest extent permitted by law, neither party is responsible for delays or interruptions caused by circumstances outside reasonable control.

Examples may include:

• Severe weather

• Natural disasters

• Public emergencies

• Government orders

• Transportation disruption

• School closures

• Venue closures

• Utility outages

• Widespread technology failures

• Professional illness

• Building access restrictions

• Other circumstances beyond reasonable control

The affected party should communicate material service disruptions as soon as reasonably practicable.

75. Policy Updates

Gabi Childcare may update operational, safety, screening, technology, privacy, billing, professional development, program, or partnership policies prospectively.

Material changes affecting an active Client Service Plan or Service Schedule will be communicated when reasonably appropriate.

A policy update does not retroactively eliminate payment or service obligations already earned or completed.

76. Governing Law

Unless a service specific Addendum requires otherwise, this Agreement is governed by the laws of the State of New York without regard to conflict of law principles.

Any legal action relating to this Agreement will be brought in a court of competent jurisdiction in New York County, New York, unless applicable law requires another location.

77. Good Faith Resolution

Before filing a contractual dispute, the parties should make a reasonable good faith effort to resolve the matter through authorized representatives when circumstances permit.

This provision does not prevent either party from taking immediate action involving safety, governmental reporting, preservation of legal rights, emergency relief, or another matter requiring urgent action.

78. Assignment

Neither party may transfer this Agreement to another entity in a manner that materially changes the approved partnership without written consent, except as otherwise permitted by applicable law in connection with an approved merger, corporate restructuring, or successor arrangement.

79. Severability

If a provision of this Agreement is found unenforceable, the remaining provisions remain effective to the extent permitted by law.

An unenforceable provision should be interpreted or limited only to the extent necessary rather than automatically invalidating the entire Agreement.

80. No Waiver

Failure to enforce a provision on one occasion does not automatically waive the right to enforce that provision later.

81. Entire Partnership Agreement

This Agreement, together with applicable signed Client Service Plans, Service Schedules, Work Orders, Addenda, approved pricing documents, & incorporated written terms, represents the agreement governing the approved partnership.

Oral statements do not modify signed contractual terms unless confirmed through an authorized written modification.

82. Electronic Records & Signatures

The parties may use electronic records, electronic signatures, online forms, electronic acknowledgements, & digital copies in connection with this Agreement to the extent permitted by applicable law.

Electronic copies may be maintained as business records.

83. Partner Certification

By signing this Agreement, the Partner confirms:

☐ I am authorized to enter into this Agreement.

☐ I have reviewed this Partners in Care Master Service Agreement.

☐ Information provided through the Partnership Intake & Compliance process is accurate to the best of my knowledge.

☐ I understand that participation does not guarantee staffing, clients, referrals, assignments, revenue, hours, or professional availability.

☐ I understand that Gabi Childcare remains responsible for HR, payroll, screening, professional development administration, & employment management of Care Professionals employed by Gabi Childcare.

☐ I understand that Professional Partners must maintain applicable Gabi Childcare training, safety, service, & professional development standards.

☐ I understand that Professional Partners must remain current with applicable licenses, certifications, registrations, insurance, continuing education, & professional requirements.

☐ I understand that Independent Professional Partners are responsible for applicable professional development costs unless Gabi Childcare states otherwise in writing.

☐ If participating as an Independent Professional Partner, I understand that I am responsible for applicable taxes, insurance, licenses, business expenses, professional expenses, records, continuing education, credential renewals, & other responsibilities associated with operating my independent professional practice.

☐ I understand that Independent Professional Partner classification applies only when the actual working relationship qualifies under applicable law.

☐ I understand that Professional Partner compensation is established through the applicable Client Service Plan.

☐ I understand that applicable Partnership Membership Fees may apply to Agency Partners, Organizational Partners, & Professional Partners.

☐ I understand that an applicable 9% Coordination Fee applies according to the Rate & Service Schedule or Client Service Plan.

☐ I understand that membership, professional development, coordination, screening, insurance, travel, credentialing, programming, & other applicable services may carry separate charges.

☐ I understand that White Label approval does not transfer ownership of Gabi Childcare personnel, intellectual property, employer responsibilities, or proprietary resources.

☐ I understand that failure to maintain required professional development, credentials, licensing, insurance, safety standards, payment obligations, or professional conduct may result in suspension or removal from Partners in Care.

☐ I understand that Gabi Childcare may immediately suspend participation when reasonably necessary to protect children, families, professionals, organizations, Gabi Childcare, or the public.

☐ I understand that additional Client Service Plans, Rate & Service Schedules, Work Orders, policies, or Addenda may apply to individual services.

84. Relationship Selection

Partner Type

☐ Agency & Organizational Partner

☐ Professional Partner

☐ Both

If Professional Partner

Select applicable professional category.

☐ Doula

☐ Sleep Trainer

☐ Toilet Learning Specialist

☐ Potty Training Specialist

☐ Child Behavior Coach

☐ Parent Coach

☐ Postpartum Care Specialist

☐ Early Childhood Educator

☐ Lactation Consultant

☐ Family Wellness Coach

☐ Developmental Specialist

☐ Other: ______________________________

Professional Partner Business Structure

☐ Independently Established Business

☐ Independent Contractor, if legally qualified

☐ Gabi Childcare Employee through a separate employment agreement

☐ Other Approved Structure

85. Partner Information

Legal Business, Organization, or Professional Name:

DBA, if applicable:

Authorized Representative:

Title:

Business Address:

Email:

Phone:

86. Signature

Partner

Authorized Name:

Title:

Electronic Signature:

Date: