SUBCONTRACTOR AGREEMENT This Subcontractor Agreement ("Agreement") is entered into as of December 25, 2024, by and between NMA - Nguyen Martial Arts (the "Gym") and (the "Subcontractor").

1. Duration of Agreement Start Date: January 1, 2025 End Date: February 1, 2025 Schedule: The Subcontractor shall conduct Strength and Conditioning (S&C) sessions weekly on Saturdays at 1:45 PM for a period of four (4) weeks.

2. Scope of Work The Subcontractor shall:

● Conduct S&C sessions at the Gym with professionalism and diligence.

● Ensure the gym is sanitized after each session, with the assistance of students when appropriate, and verify that all equipment is properly stored and the premises are securely closed.

● Maintain the highest standard of conduct during sessions and all related interactions.

3. Compensation

● Rate: $30 per session.

● Payment Terms: Payment will be made via e-transfer as a lump sum upon successful completion of all sessions.

● Tax Obligations: The Subcontractor is solely responsible for reporting and paying applicable taxes on income earned under this Agreement.

4. Independent Contractor Status

● The Subcontractor is engaged as an independent contractor and is not an employee of the Gym.

● The Subcontractor is responsible for all business-related expenses, including but not limited to taxes, insurance, and operational costs.

5. Non-Solicitation and Geographic Limitation

● The Subcontractor may work at other gyms during the term of this Agreement but agrees not to solicit or divert the Gym’s clients to competing services.

● The Subcontractor agrees not to promote or conduct services that compete with the Gym’s offerings within a 10-kilometer radius of the Gym’s location during the term of this Agreement and for a period of 1 year following its termination.

6. Confidentiality and Privacy

● The Subcontractor shall treat all proprietary and sensitive information belonging to the Gym as strictly confidential, including but not limited to business practices, client data, and intellectual property.

● Disclosure of such information to third parties, including competitors, without prior written consent from the Gym is strictly prohibited.

7. Insurance and Liability

● The Subcontractor shall maintain liability insurance to address potential claims arising from their work.

● Although participants have signed waivers limiting the Gym’s liability, the Subcontractor remains responsible for maintaining safety and may bear liability for injuries resulting from negligence.

8. Termination and Breach of Contract

● Either party may terminate this Agreement with seven (7) days’ written notice.

● The Gym reserves the right to terminate the Agreement immediately in the event of a material breach, including failure to fulfill contractual duties or comply with agreed procedures.

9. Miscellaneous Provisions

● Dress Code: The Subcontractor is encouraged to wear NMA-branded attire, provided by the Gym as a token of appreciation, during sessions.