Employment Agreement

Employee is hired for the part-time position of Direct Support Professional ("Position").

Employee shall perform such duties and responsibilities as are customarily associated with or required by law for the Position, and such other duties as may be assigned by client from time to time. Employee agrees to devote their full professional time, attention, and energies to the performance of duties during working hours.

Employee's primary work location shall be the client's address as established in the applicable service authorization.

While ADALEY is Employee's legal employer for payroll and administrative purposes, Employee acknowledges that day-to-day work direction and supervision will be provided by the client.

Employee shall perform all duties diligently, professionally, and in accordance with the highest standards of the industry. Employee shall comply with all policies, procedures, and lawful directives of both ADALEY and client.

This position is contingent upon Employee first obtaining, and maintaining throughout their employment, a valid CPR + First Aid certification and a clear LiveScan background check. Failure to obtain or maintain either requirement may result in immediate suspension or termination.

Employee shall be paid on a bi-weekly basis. All compensation is subject to applicable tax withholdings and other authorized deductions.

As a non-exempt personal attendant providing services pursuant to California Regional Center authorizations, Employee is classified under IWC Wage Order No. 15. Accordingly, Employee is entitled to overtime pay at one and one-half (1.5) times the regular rate of pay for all hours worked in excess of forty (40) hours in a workweek. California's daily overtime thresholds do not apply to personal attendants under this classification.

In accordance with California's Healthy Workplaces, Healthy Families Act, Employee shall accrue paid sick leave at the rate of one (1) hour for every thirty (30) hours worked, up to a maximum accrual of forty-eight (48) hours or six (6) days per year. Sick leave may be used for the diagnosis, care, or treatment of an existing health condition or preventive care for Employee or Employee's family member. Employee may use accrued paid sick leave beginning ninety (90) days after their date of hire.

ADALEY provides workers' compensation coverage through the following carrier:

Employee must immediately report any work-related injury or illness to ADALEY.

Employee's employment is at-will, meaning that either Employee or ADALEY may terminate the employment relationship at any time, with or without cause or advance notice, except as otherwise required by law. This at-will relationship may not be modified except by a written agreement signed by an authorized officer of ADALEY. Nothing in this Agreement, any employee handbook, or any other policy or practice of ADALEY shall be construed to alter the at-will nature of Employee's employment.

Employee acknowledges and agrees that:

1. ADALEY is Employee's legal employer for purposes of payroll, tax withholding, benefits administration, and regulatory compliance;
2. Client will direct and supervise Employee's day-to-day work activities;
3. Employee must comply with both ADALEY's and client's lawful policies and procedures; and
4. Termination decisions may be initiated by either ADALEY or client, but ADALEY maintains ultimate authority and responsibility to effectuate termination.

Employee is responsible for negotiating and accepting shifts within the limits of each client's total authorized hours. Employee's shifts and schedule may be set and modified by mutual agreement between Employee and client, as needed and within authorization limits.

As a personal attendant providing in-home services pursuant to California Regional Center authorizations, Employee is classified under IWC Wage Order No. 15 and is not entitled to mandated meal or rest periods under California law. Employee is encouraged to structure shifts to accommodate personal meal and rest needs as practicable.

Employee shall accurately record all time worked using ADALEY's Electronic Visit Verification (EVV) system. The EVV system tracks Employee's location during the shift and requires client verification at the end of every shift. Falsification of time records, including but not limited to clocking in or out when not actually providing services, may result in disciplinary action up to and including immediate termination and referral to appropriate authorities.

During employment, Employee may have access to confidential and proprietary information belonging to ADALEY and/or client, including but not limited to consumer health information, personal identifying information, service plans, business strategies, financial information, and other non-public information ("Confidential Information"). Consumer health information is additionally protected under applicable state and federal law, including HIPAA where applicable.

Employee agrees to:

1. Maintain the strict confidentiality of all Confidential Information;
2. Not disclose Confidential Information to any third party without prior written authorization from ADALEY;
3. Use Confidential Information solely for the purpose of performing duties under this Agreement;
4. Return all Confidential Information and materials containing such information upon separation from employment; and
5. Continue to honor confidentiality obligations after separation from employment, for so long as the information remains confidential.

Any inventions, discoveries, works of authorship, or other intellectual property created by Employee in the course of employment or using ADALEY's resources shall be the exclusive property of ADALEY. Employee hereby assigns all rights, title, and interest in such intellectual property to ADALEY, subject to California Labor Code §2870, which limits assignments of inventions developed entirely on Employee's own time and without use of ADALEY's resources.

Employee shall comply with all lawful policies and procedures of both ADALEY and client, including but not limited to policies regarding workplace conduct, anti-discrimination and harassment, drug and alcohol use, safety, and information security.

Employee shall conduct themselves professionally at all times, maintain appropriate professional boundaries with consumers and their families, and avoid any conduct that could damage the reputation of ADALEY, harm consumers, or jeopardize applicable Regional Center service authorizations.

Employee shall avoid conflicts of interest that directly interfere with the performance of their duties for ADALEY or that involve the use of ADALEY's or client's confidential information or resources. This provision is not intended to restrict lawful off-duty activities protected under California Labor Code §96(k) or other applicable law. Employee shall disclose any potential conflict of interest to ADALEY promptly and obtain written approval before engaging in outside employment or business activities that present such a conflict.

Employee is encouraged to report any violations of law, policy, or ethical standards to ADALEY. ADALEY strictly prohibits retaliation against any employee who makes a good-faith report of a suspected violation. Reports may be made confidentially to the extent practicable.

As an at-will employee, either Employee or ADALEY may terminate this employment relationship at any time, with or without cause or advance notice, subject to applicable law.

In accordance with California law, upon separation:

1. If Employee resigns with at least seventy-two (72) hours' advance notice, final wages shall be paid on Employee's last day of work;
2. If Employee resigns without seventy-two (72) hours' advance notice, final wages shall be paid within seventy-two (72) hours of the date notice is given;
3. If Employee is discharged or laid off, final wages shall be paid immediately at the time of termination; and
4. Final pay shall include all earned and unpaid wages and any accrued, unused paid sick leave to the extent required by law.

Upon separation, Employee shall immediately return all property belonging to ADALEY or client, including but not limited to documents, equipment, access credentials, and any materials containing Confidential Information. Employee shall not retain copies of any Confidential Information in any format.

Employee's obligations under Section 5 (Confidentiality and Proprietary Information) and Section 6 (Standards of Conduct) shall survive termination or expiration of this Agreement.

Employee represents and warrants that they are legally authorized to work in the United States and shall provide all documentation required by the Immigration Reform and Control Act of 1986. Employee acknowledges that ADALEY participates in the federal E-Verify program and that continued employment is contingent on successful verification of work authorization.

Employee represents that entering into this Agreement and performing duties hereunder will not violate any agreement or obligation with any former employer or other third party, including any non-compete, non-solicitation, or confidentiality agreement.

Employee represents that all information provided during the application and hiring process is true, accurate, and complete. Any material false statement or omission may result in immediate termination of employment, regardless of when discovered.

This Agreement, together with any employee handbook or policies incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings of the parties, whether written or oral.

This Agreement may be amended only by a written document signed by both Employee and an authorized officer of ADALEY. No oral modifications shall be binding.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes not subject to arbitration under Section 10 shall be brought exclusively in the state or federal courts located in Alameda County, California.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible.

Employee may not assign this Agreement or any rights or obligations hereunder without ADALEY's prior written consent. ADALEY may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations hereunder.

No waiver by either party of any breach of this Agreement shall be deemed a waiver of any subsequent breach. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future.

Except as provided in Sections 10.5 and 10.6 below, ADALEY and Employee mutually agree to resolve any and all disputes, claims, or controversies arising out of or relating to Employee's employment with ADALEY, the termination of that employment, or this Agreement — including but not limited to claims for wages, overtime, meal and rest period violations, discrimination, harassment, retaliation, wrongful termination, and any other claims arising under federal, state, or local law — exclusively through final and binding individual arbitration. This Agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

To the fullest extent permitted by applicable law, Employee waives any right to bring representative claims under California's Private Attorneys General Act ("PAGA"), California Labor Code §§ 2698 et seq., in arbitration or in court on behalf of other employees. Employee may pursue any PAGA claim solely in their individual capacity as an aggrieved employee for alleged violations affecting Employee personally, and any such individual PAGA claim shall be subject to arbitration pursuant to this Section 10. Any non-individual (representative) PAGA claims that cannot be waived as a matter of law shall be stayed pending completion of arbitration of Employee's individual claims.

Note: PAGA waiver provisions are subject to California Supreme Court and Ninth Circuit precedent, which continues to evolve. ADALEY and Employee agree that if any portion of this PAGA waiver is found unenforceable, the remaining provisions of this Section 10 shall be severed and remain in effect.

Arbitration shall be conducted by a single neutral arbitrator under the Employment Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement. The following procedures shall apply:

1. Initiation: The party initiating arbitration shall file a demand with the AAA and provide written notice to the other party.
2. Arbitrator Selection: The arbitrator shall be selected pursuant to the AAA Employment Arbitration Rules.
3. Discovery: Each party shall be entitled to conduct reasonable discovery as determined by the arbitrator, consistent with the nature and complexity of the claim.
4. Location: Arbitration shall be conducted in Alameda County, California, or as otherwise agreed in writing by the parties.
5. Costs: ADALEY shall pay all AAA arbitration filing fees and arbitrator fees in excess of the amount Employee would have paid to file the same claim in court. Each party shall be responsible for their own attorneys' fees except as otherwise provided by applicable law or awarded by the arbitrator.
6. Award: The arbitrator shall issue a written decision with findings of fact and conclusions of law. The award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
7. Mass Arbitration: If twenty-five (25) or more claimants file substantially similar arbitration demands against ADALEY, the AAA's Mass Arbitration Supplementary Rules shall apply, and the parties agree to cooperate in good faith to implement procedures that ensure efficient and fair resolution of all claims.

The following claims are not subject to this arbitration agreement:

1. Claims for workers' compensation benefits;
2. Claims for unemployment insurance benefits;
3. Claims filed with and exclusively within the jurisdiction of the California Labor Commissioner (Division of Labor Standards Enforcement);
4. Claims that cannot be subject to mandatory pre-dispute arbitration as a matter of applicable federal or California law, including claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021; and
5. Requests for temporary restraining orders or preliminary injunctive relief in aid of arbitration, which either party may seek in a court of competent jurisdiction.

Employee acknowledges that they have read and understood this Section 10, have had the opportunity to consult with legal counsel of their choosing, and voluntarily and knowingly agree to its terms, including the waiver of the right to a jury trial and the right to bring or participate in class, collective, or representative actions, subject to the opt-out right in Section 10.6.