INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made effective as of the ____ day of _________ 2024, by and between SSH Counseling and Consultation, LLC, dba GROW Modern Mental Wellness, 2939 Kenny Road, Suite 201, Columbus, OH 43221 "Company") and ____________________whose address is ______________________, OH, ______("Independent Contractor").

            WITNESSETH:

            WHEREAS, COMPANY is in the business of providing mental health counseling and therapy and provides services related to providing such counseling and therapy, including sponsoring support groups and educational workshops:

            WHEREAS, INDEPENDENT CONTRACTOR is a licensed mental health therapist or has otherwise been approved by COMPANY to facilitate groups and/or educational workshops; and

            WHEREAS, the COMPANY wishes to provide INDEPENDENT CONTRACTOR overhead services and INDEPENDENT CONTRACTOR wishes to accept such services, all as provided herein.     

            NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

            l.  Engagement.  INDEPENDENT CONTRACTOR hereby contracts with COMPANY to have COMPANY provide some overhead and related services ("COMPANY SERVICES") for INDEPENDENT CONTRACTOR.  INDEPENDENT CONTRACTOR shall be considered a “MEMBER” of COMPANY for COMPANY related services.  INDEPENDENT CONTRACTOR shall not be supervised by anyone at COMPANY and shall have full control over all treatment and related support group and educational workshop decisions.  INDEPENDENT CONTRACTOR certifies that he or she is a fully licensed mental health therapist, licensed professional clinical counselor, licensed professional counselor, licensed independent social worker or marriage and family therapist, or licensed social worker or marriage and family therapist who may independently see clients, with or without any type of supervision or has otherwise been approved by COMPANY as a non-licensed individual to handle support groups and educational services that do not involve the diagnosis and treatment of mental and emotional disorders.  COMPANY does not need to, and will not, provide any training to INDEPENDENT CONTRACTOR for work with specific clients and if not independently licensed, INDEPENDENT CONTRACTOR is responsible for seeking proper supervision from other than COMPANY if that is deemed appropriate by INDEPENDENT CONTRACTOR.  All of INDEPENDENT CONTRACTOR’s clients and employers, businesses and other entities with which INDEPENDENT CONTRACTOR is providing counseling or consulting services to (“clients”) shall remain INDEPENDENT CONTRACTOR’s clients. 

When not performing services pursuant to this Agreement, INDEPENDENT CONTRACTOR shall be free to use his or her time, energy and skills in such a manner as he/she sees fit and to provide services to such persons, clients, institutions, firms or corporations as he or she deems advisable.  Notwithstanding the foregoing, INDEPENDENT CONTRACTOR shall not, during the term of this Agreement, do anything which interferes with or adversely affects the COMPANY, as determined in COMPANY’s sole discretion.  In the event that COMPANY makes that determination, then COMPANY reserves the right to terminate this agreement immediately.

            2.  Term.  The term of this Agreement shall be for an indefinite period and may be terminated by either party providing written notice to the other of the decision to terminate. The thirty (30) day requirement may be reduced as a requirement by COMPANY at the request of INDEPENDENT CONTRACTOR and upon approval in the sole discretion of COMPANY. This Agreement shall terminate automatically upon death, total disability, or loss or suspension of the license of INDEPENDENT CONTRACTOR, or as otherwise set forth in Section 17. Termination for Cause.

            3. Services to be Provided by INDEPENDENT CONTRACTOR.   INDEPENDENT CONTRACTOR agrees to provide mental health and related therapeutic services for individuals, groups, or families at the COMPANY facilities within the confines of his/her abilities as a mental health therapist or as a facilitator of support groups or educational workshops. 

            4.  Time Devoted.  The parties hereto understand and agree that INDEPENDENT CONTRACTOR's activities shall be rendered as INDEPENDENT CONTRACTOR has time available.  INDEPENDENT CONTRACTOR shall not be required to work on a full-time basis and is free to engage his/her services with any other business other than COMPANY and to work from any location of his or her choosing, when not working on COMPANY related activities.

            5.  Remuneration.  INDEPENDENT CONTRACTOR shall bill and receive fees for services hereunder provided by him or her.  It is understood by both COMPANY and INDEPENDENT CONTRACTOR that INDEPENDENT CONTRACTOR shall set his or her own fees.  Under this Agreement, INDEPENDENT CONTRACTOR agrees to purchase certain services from COMPANY, which may include COMPANY arranging to provide such services, i.e. COMPANY SERVICES.  It is expressly understood that INDEPENDENT CONTRACTOR may make a profit or suffer a loss as a result of entering into this Agreement.

            6.  Shared Overhead Charge.  COMPANY shall be entitled to charge INDEPENDENT CONTRACTOR an overhead fee for reserving space at COMPANY the COMPANY offices, as well as for listing on its website each month.  In no event will this result in less than $100.00 [GK1] being paid by INDEPENDENT CONTRACTOR to COMPANY per month.

            7.  Services to be Provided by Company. In exchange for the fees described in the section labeled 6. Shared Overhead Charge, COMPANY agrees to provide, at COMPANY offices, a website listing as well as office space on a first come, first served basis in accordance with the reservation and other policies attached as Attachment A.  In addition, COMPANY may handle billings related to support groups and educational workshops.  INDEPENDENT CONTRACTOR shall be responsible for his or her own office supplies, but will be provided with office furniture as well as access to office and conference room space.  If additional COMPANY SERVICES are required for special projects (e.g. advertising for groups, printing brochures, etc.), the costs of such COMPANY SERVICES will be borne by INDEPENDENT CONTRACTOR if such program is specific to INDEPENDENT CONTRACTOR or by COMPANY if the program is one which is available to all COMPANY Independent Contractors and which has been approved as a COMPANY program.

COMPANY will endeavor, but with no guarantees, to refer clients needing services to INDEPENDENT CONTRACTOR where COMPANY believes that INDEPENDENT CONTRACTOR can provide appropriate counseling and mental health services to that client or offer a support group or educational workshop to that person.  However, INDEPENDENT CONTRACTOR agrees that such referrals shall only be seen at COMPANY offices. Decisions regarding COMPANY office matters shall remain the sole prerogative of COMPANY.  No fees are to be paid to COMPANY or received by COMPANY in connection with such referrals. 

Space provided to INDEPENDENT CONTRACTOR may be shared with other Independent Contractors, so INDEPENDENT CONTRACTOR shall not be entitled to a specific office space, except for space specifically reserved by INDEPENDENT CONTRACTOR and agreed to by COMPANY.  In order to allow for proper scheduling, INDEPENDENT CONTRACTOR shall notify COMPANY of his or her schedule in accordance with the provisions found on Attachment A, so that office space can be coordinated by COMPANY among Independent Contractors.  INDEPENDENT CONTRACTOR agrees to be responsible for insurance of his or her own equipment and property located on the premises.  All insurance policies shall comply with the provisions found in Section 13. Liability and Other Insurance. In addition, INDEPENDENT CONTRACTOR agrees to maintain any office space that he or she uses in accordance with COMPANY policies, as well as in accordance with any underlying lease requirements.

In exchange for COMPANY fees, INDEPENDENT CONTRACTOR shall receive the right to use furniture, including chairs, a desk chair, and a desk.  Further, INDEPENDENT CONTRACTOR may provide his or her own furniture, subject to the approval of the COMPANY[A2] , understanding that such furniture may be used by other Independent Contractors using a particular office.  INDEPENDENT CONTRACTOR shall always list his/her name as an independent contractor on any materials he/she prepares, like business cards, which are his/her responsibility to prepare and pay for.  INDEPENDENT CONTRACTOR shall be solely responsible for complying with all HIPAA and other regulator requirements requirements, if appliable to the services INDEPENDENT CONTRACTOR is providing.  INDEPENDENT CONTRACTOR shall be responsible for providing his or her own computer and other office equipment. 

            8.  Expenses.  INDEPENDENT CONTRACTOR shall not be reimbursed for business or travel expenses incurred while affiliated with COMPANY. INDEPENDENT CONTRACTOR shall be responsible for providing for his or her own educational expenses for programs provided by other than COMPANY, and expenses relating to licensing and professional association dues.

            9.  Confidentiality/Non-Solicitation of Employees and Independent Contractors.  INDEPENDENT CONTRACTOR acknowledges, covenants, and agrees that he or she will not divulge, communicate, or otherwise transfer his/her knowledge of any client treated at a COMPANY office without first obtaining the client's consent or as otherwise allowed or required by law.  INDEPENDENT CONTRACTOR acknowledges the confidential nature of the relationship with clients and further acknowledges that the breach of such confidentiality may cause damage to himself/herself or to the COMPANY. Further, INDEPENDENT CONTRACTOR understands and agrees that he or she may become aware of COMPANY and other independent contractor’s confidential business and client information and agrees to maintain the confidentiality of such information.

INDEPENDENT CONTRACTOR agrees that he or she will not, for a one (1) year period following the termination of this Agreement, (the “Restricted Period”) employ or contract for the provision of services of any employee or independent contractor of Company that is an employee or independent contractor of COMPANY at the time that this Agreement with INDEPENDENT CONTRACTOR terminates.  Nor will INDEPENDENT CONTRACTOR advise, solicit or otherwise interfere with such employee’s or independent contractor’s relationship with COMPANY during such one (1) year period. 

INDEPENDENT CONTRACTOR acknowledges that any breach of this Section will cause irreparable damage to COMPANY and/or to another independent contractor, and in the event of such breach, COMPANY and/or another independent contractor shall be entitled to seek injunctive relief as it, he or she deems necessary to restrain INDEPENDENT CONTRACTOR from such action and to protect COMPANY's and/or another independent contractor’s rights.  In addition, COMPANY and/or another independent contractor shall also be entitled to seek such other legal or equitable remedies as may be available to him, her, or it.

It is understood and agreed that the provisions of this Section shall survive the termination of this Agreement.

            10. Arbitration.    In addition to the right to seek injunctive relief as set forth in this Agreement, any controversy, dispute, or disagreement out of or relating to this Agreement, the breach thereof, or the subject matter thereof, shall be settled, after the failure of other means to resolve the dispute, by binding arbitration, which shall be conducted in Columbus, Ohio in accordance with the American Health Law Association’s Alternative Dispute Resolution Service Rules of Procedure for Arbitration, and which to the extent of the subject matter of the arbitration, shall be binding on all parties to the Agreement, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

            11. Collection of Accounts.  Since INDEPENDENT CONTRACTOR is handling its own billing for other than group support or educational sessions, it is up to INDEPENDENT CONTRACTOR to decide if a client is sent to collection for non-payment and if he or she makes that determination, then all fees for such collection shall be borne by INDEPENDENT CONTRACTOR and not by COMPANY. 

            12.  Company Benefits.  INDEPENDENT CONTRACTOR shall not be entitled to participate in COMPANY benefits including, but not limited to, vacation pay, retirement plans, paid holiday, sick leave or disability benefits, workers compensation or unemployment compensation benefits, if any such benefits are ever offered to COMPANY employees, such benefits being reserved exclusively for COMPANY employees.

            13.  Liability and Other Insurance.  INDEPENDENT CONTRACTOR shall maintain professional malpractice insurance providing coverage of not less than $1,000,000.00 per incident and an annual aggregate of not less than $3,000,000.00 and shall pay the entire cost of such policy if they are a licensed clinician.[GK3]   COMPANY shall be included as an additional named insured under such policy and INDEPENDENT CONTRACTOR shall provide COMPANY with a certificate of insurance as evidence that the requirements of this paragraph have been fulfilled.  It shall be up to INDEPENDENT CONTRACTOR to decide whether or not to obtain general liability insurance coverage, although this is strongly recommended.  After termination of this Agreement for any reason, INDEPENDENT CONTRACTOR shall continue to name COMPANY as a named insured for a period of two years after termination, unless INDEPENDENT CONTRACTOR has occurrence coverage, if coverage is available to that person.  To the extent that either INDEPENDENT CONTRACTOR or COMPANY are covered by insurance, they agree to waive any subrogation rights they may have against the other party, to the extent that they may waive subrogation rights. INDEPENDENT CONTRACTOR will ensure that his/her insurance policies allow for such a waiver and let COMPANY know if it is not available.

            14.  Indemnification.  INDEPENDENT CONTRACTOR agrees to indemnify and hold harmless COMPANY for any losses or damages incurred by the COMPANY resulting from or relating to INDEPENDENT CONTRACTOR’s engagement with COMPANY, including from any unethical, illegal or immoral acts of INDEPENDENT CONTRACTOR related to INDEPENDENT CONTRACTOR’s work with clients as well as from the failure to abide by any terms of this Agreement.  COMPANY agrees to indemnify and hold harmless INDEPENDENT CONTRACTOR for any losses or damages resulting from any unethical, illegal or immoral acts of COMPANY as well as from the failure to abide by any terms of this Agreement. Such indemnification shall not apply to the extent that there is insurance coverage to cover any loss and/or expense.

            15.  Independent Contractor.  INDEPENDENT CONTRACTOR shall not be construed under any circumstances to be an employee of COMPANY. INDEPENDENT CONTRACTOR shall in all respects be an independent contractor and will absorb all costs of doing business except as otherwise provided by this Agreement.  INDEPENDENT CONTRACTOR must report his or her income as a self-employed individual and should be able to deduct any amounts paid to COMPANY as tax deductible business expenses.  Any federal or state taxes, including income taxes, Social Security, Medicare, unemployment or workers’ compensation taxes/premiums, are the sole responsibility of INDEPENDENT CONTRACTOR.  INDEPENDENT CONTRACTOR is responsible for filing all necessary tax returns and paying all federal, state, and local taxes and/or premiums applicable to his/her business activity and will indemnify and hold COMPANY harmless from any and all payments due to any governmental entity as well as any and all other liability associated with such classification as an independent contractor.  INDEPENDENT CONTRACTOR and COMPANY will list INDEPENDENT CONTRACTOR as an independent contractor on all marketing and other materials which identify INDEPENDENT CONTRACTOR as affiliated with COMPANY.

            16.  Records.  As an INDEPENDENT CONTRACTOR, records of services provided by INDEPENDENT CONTRACTOR shall be owned by INDEPENDENT CONTRACTOR and since COMPANY is not performing any billing on behalf of INDEPENDENT CONTRACTOR, it shall not have a need for any payments made to INDEPENDENT CONTRACTOR.  Records of COMPANY relating to services provided to INDEPENDENT CONTRACTOR shall be available for review by  INDEPENDENT CONTRACTOR for reasonable business purposes.

            17.  Termination for Cause. INDEPENDENT CONTRACTOR agrees to abide by all ethical standards of his or her profession, including licensing Board standards as well as any standards otherwise applicable to his or her profession, in addition to abiding by all standards set by managed care or insurance companies.  If standards of ethics or conduct are violated in such a way as to damage the reputation of COMPANY, as determined solely in the discretion of COMPANY, or if INDEPENDENT CONTRACTOR is sanctioned, or if managed care insurance company standards are violated by INDEPENDENT CONTRACTOR, then COMPANY may terminate this Agreement with INDEPENDENT CONTRACTOR immediately. 

            18.  Waiver.  Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

            19.  Entire Agreement.  This Agreement contains all the terms agreed upon by the parties with respect to INDEPENDENT CONTRACTOR's working relationship and supersedes all prior agreements, and communications, whether written or oral. 

            20.  Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity and enforceability of any other provision herein.

            21.  Modification.  This Agreement cannot be changed, modified, or discharged except by written agreement signed by both parties.

            22.  Benefit.  This Agreement shall be binding upon and shall inure to the benefit of the officers, directors, members, heirs, executors, administrators, and successors of the parties hereto.

            23. Construction. Should any provision of this Agreement require interpretation, it is agreed by the parties that a court or arbitrator interpreting this Agreement shall not apply a presumption that the terms shall be strictly construed against one party because it prepared this Agreement, it being agreed that both parties and/or their agents participated in the preparation of this Agreement.

            24.  Governing Law.  This Agreement shall be governed by the laws of the State of Ohio.

            25. No Third Party Beneficiaries.  Nothing in this Agreement is designed to create third party beneficiaries unless specific rights are given to such third parties in this Agreement.

            26.  Notices.  Notices under this Agreement may be delivered personally or sent by Certified Mail to the following addresses:

            If to COMPANY:  Sally Hackett, LPC

                                           SSH Counseling and Consultation, LLC

                                           2939 Kenny Road, Suite 201

                                           Columbus, OH 43221     

            If to INDEPENDENT CONTRACTOR:

            The COMPANY has caused this Agreement to be executed by a duly authorized agent and INDEPENDENT CONTRACTOR has hereunto set his/her hand, to be effective as of the day and year first written.

                          COMPANY: SSH Counseling and Consultation, LLC  

                         By: S__________________________________

                                    Sally Hackett,

                             INDEPENDENT CONTRACTOR: 

                             ___________________________________

 [GK1]You can raise this amount if you want.  It’s to cover overhead expenses like the website and to ensure that if the IC doesn’t do anything in a month, they can suffer a loss, which supports the independent contractor status.

 [A2]You can change what you are offering here in terms of furniture.  Feel free to also change other items in this section.

 [GK3]I don’t know what you can do about non-licensed clinicians, although hopefully the insurance agent will provide some protection.

GROW Modern Mental Wellness Policies

Building and Room Access

The building is open until 7pm. After 7pm the exterior building doors lock, and the only access is with a key fob.  If you need access, please call Sally (614)296-0755 or Mindy Goff McCabe (614)395-7119.

Room Access Codes will change quarterly, and they will be sent to you at the start of your rental period or group sessions.

If groups occur on weekends a key fob will be necessary to access the building after 12 PM on Saturday. Please obtain key fob from Coordinator (Sally).

Kitchenette / Food & Drink

GROW CORE members have access to the kitchenette next door with a refrigerator, sink, ice trays (perhaps an ice maker) and Keurig coffee maker for GROW CORE members use.

There are disposable cups and there is a refillable beverage dispenser plus 2 pitchers in the group space to be used for water or infused water only please. You are welcome to purchase and bring large containers of coffee and condiments and/or snacks to the GROW group space if you wish.

Description text g Welcome to GROW Modern Mental Wellness! We’re here to help you find the RIGHT people and resources to help you continue to grow and get better. We are glad to offer a beautiful space to connect about shared experiences and find a community of support for mental well-being. Please review and agree to uphold the following group guidelines:

This is not professional group therapy.

GROW groups are peer-to-peer led, community self-help groups and educational workshops. Group facilitators are not diagnosing or treating mental and emotional disorders, but rather serving as bridges to connect people with similar experiences to learn from one another. While many of our facilitators are mental health professionals, and all facilitators have received adequate training, immediate clinical concerns must be addressed by a health care professional - not during group. Facilitators are happy to provide additional resources.  If you are experiencing a crisis, please call or text 988.

For safety, individuals who are escalated, and/or individuals who are

not genuinely in the group for mental health support, may be asked to step out. In that

case, the Group Facilitator will reach out to determine next steps together regarding participation in future groups.

Maintain the confidentiality of the Group

We all are responsible for maintaining the safety of the space for people to feel comfortable sharing their experiences.  Privacy is a core part of a group’s success, and it is important to keep the identity of other participants private. When sharing a story that

involves someone from group, please do not use identifying information like their name, school or workplace. If you see someone from group in public, please keep their identity and personal information private. One exception to confidentiality is if a facilitator has reasonable indication that you or someone else is at imminent risk of harm; in that case, we'll take steps to access help.

Speak from your own experience.

We cannot know the complete context of another person’s experience.  Although well-meaning, advice can feel controlling, judgmental or critical. Our primary goal is to be empathetic; to share our own firsthand experience; and to discuss options and choices without prescribing things for other people. Practice not giving advice by using "I" statements referring to yourself or by saying, “something that works for me is….” or “I once heard a therapist recommend…”

Respect our differences with compassion and without judgment.

We each have different values, lifestyles, experiences, and preferences that are often informed by our personal life experiences, but we share our common humanity. We agree to use this time to compassionately share our thoughts and feelings related to our own experience of the group's topic, and not to debate or convince others to take our point of view. Similarly, we agree to allow others to participate however they choose (ex. choosing not to disclose something), without criticism or judgment.

All emotions are welcome, and some silences are ok too.

Feelings are neither right or wrong; they just are, so we acknowledge, accept, and explore them all.  If you feel strong or intense emotions, breathe and take your time. Silences can give us time to process what’s been said. The facilitator will ensure that intense emotions do not interfere with the safety of the group, and you are responsible to take care of your own wellbeing during and after the group. If necessary, you are welcome to step out and rejoin the group once you are ready again.

Connect with Group Members Outside of Group

We hope that you make authentic connections with other group members, and we encourage you to connect with group members outside of the group sessions if you’d like to continue the conversations from your group. Out of respect for other group members’ boundaries, please offer your contact information or event information rather than request someone else’s information. Please be aware that not everyone will be looking for outside contact and may politely decline. Participants accept full responsibility for navigating outside contact including frequency of contact, content, privacy, safety, and termination of the relationship if desired.  GROW does not monitor participants’ communication or actions outside of the group.

If you have questions or concerns, please reach out to growmmw@gmail.com.

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