INDEPENDENT SUBCONTRACTOR SERVICES AGREEMENT

Vyro Environmental Health & Wellness (Drymetrics LLC)

PARTIES. This Independent Subcontractor Services Agreement ("Agreement") is entered into between Drymetrics LLC d/b/a Vyro Environmental Health & Wellness ("Vyro") and ________________ ("Subcontractor"), located at ________________.

1.  Parties & Purpose

Subcontractor is engaged to perform environmental assessment services in the discipline(s): ________________. This Agreement governs all work Vyro may assign; each engagement will be described in a written or electronic work order ("Work Order") stating scope, schedule, and compensation. No minimum volume of work is promised.

2.  Independent Contractor Status

Subcontractor is an independent contractor, not an employee, agent, partner, or joint venturer of Vyro. Subcontractor controls its own means and methods, provides its own tools, equipment, and personnel, and is solely responsible for its own taxes, withholdings, and benefits. Nothing herein entitles Subcontractor or its personnel to Vyro employment benefits.

3.  Licensing & Credentials

Subcontractor represents that it holds, and will maintain in good standing for the term, every license, certification, and registration required by applicable federal, state, and local law for the disciplines above (including, where applicable, Florida Ch. 468 mold assessor licensure, state radon certification, and lead/asbestos accreditations). Subcontractor will notify Vyro in writing within five (5) business days of any lapse, suspension, revocation, or disciplinary action, and will provide current copies of credentials on request. Work requiring a credential may only be performed by appropriately credentialed personnel.

4.  Insurance

Subcontractor will maintain at its expense: (a) Commercial General Liability of at least $1,000,000 per occurrence / $2,000,000 aggregate; (b) Professional Liability (E&O) of at least $1,000,000 per claim; (c) Workers' Compensation as required by law (or documented lawful exemption); and (d) automobile liability as required by law for vehicles used in the work. Upon request, Subcontractor will name Vyro as an additional insured on the CGL policy and furnish certificates of insurance before commencing work, and will give Vyro thirty (30) days' notice of cancellation or material change.

5.  Standards of Performance

Services will be performed in a professional, workmanlike manner consistent with applicable industry standards (e.g., ANSI/IICRC, AIHA, EPA, and state protocols applicable to the discipline). Subcontractor will follow Vyro's reporting formats and turnaround expectations stated in each Work Order, and will not subcontract any portion of the work without Vyro's prior written consent.

6.  Compensation

Rates and payment terms are stated in each Work Order. Unless a Work Order says otherwise, Subcontractor invoices upon delivery of accepted work product and Vyro pays within thirty (30) days of receipt of a correct invoice. Subcontractor is not entitled to reimbursement of expenses unless pre-approved in writing.

7.  Client Relationships; Non-Solicitation

Clients introduced by Vyro remain Vyro's clients. During the term and for twelve (12) months after, Subcontractor will not directly solicit or accept engagements from a Vyro client for services of the type covered by this Agreement where the relationship arose from work under this Agreement, except with Vyro's written consent. Nothing prevents Subcontractor from serving clients independently sourced.

8.  Confidentiality

Subcontractor will keep confidential all non-public information concerning Vyro's business, clients, pricing, methods, and any client health or property information learned in the work, using it only to perform the services. Client health information will be handled consistent with applicable privacy laws. These obligations survive termination.

9.  Work Product

Reports, data, photographs, and deliverables prepared for Vyro engagements are works made for hire and Vyro's property upon payment; Subcontractor may retain copies as required by law or licensure and may reference the engagement generically (no client identification) in its own records.

10.  Indemnification

Each party will indemnify, defend, and hold harmless the other from third-party claims, damages, and reasonable attorneys' fees to the extent arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, including, for Subcontractor, claims arising from its personnel classification, taxes, or lapse of required licensure or insurance.

11.  Term & Termination

This Agreement runs for one (1) year and renews automatically unless either party gives thirty (30) days' written notice. Either party may terminate for convenience on fourteen (14) days' notice, or immediately for material breach, loss of required licensure/insurance, or unlawful conduct. Termination does not affect Work Orders already in progress unless expressly cancelled; Sections 7–10 and 12 survive.

12.  General

Governing law: State of Florida; venue in the county of Vyro's principal office. This Agreement plus Work Orders are the entire agreement and supersede prior discussions; amendments must be in a signed writing (electronic acceptable). Neither party may assign without consent, except Vyro may assign to an affiliate or successor. If any provision is unenforceable, the remainder stands. Electronic signature: the parties agree this Agreement may be executed electronically, and the typed signature below has the same effect as an ink signature.