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CHERRY CREEK NANNY AGENCY

Client Service Agreement — Terms and Conditions

PLEASE READ THE ENTIRE AGREEMENT CAREFULLY

1. Parties: This Client Service Agreement (the "Agreement") is between Cherry Creek Nanny Agency ("CCNA") and the Client identified below.

2. Services: The Client desires to hire an employee ("Candidate") to provide domestic services. Client agrees to provide accurate and complete information to CCNA for its Candidate search on Client's behalf.

CCNA is a referral agency. CCNA operates solely to procure, offer, refer, provide, or attempt to provide work to domestic workers. CCNA will make reasonable efforts according to applicable law to refer Candidates to the Client. However, the Client understands and agrees that employing a Candidate is ultimately the Client's decision and that signing up with CCNA does not guarantee that CCNA will find a suitable Candidate for the Client.

3. Client Is Candidate's Employer: CCNA is not a party to any agreement made between the Client and the Candidate. CCNA does not employ or exercise control over the wages, hours, or working conditions of Candidates. Client understands and agrees that the Candidate's work schedule, compensation, method, manner, and means of employment, and any other terms and conditions of employment, will be determined by Client and the Candidate. Similarly, the relationship between the Client and a Candidate may only be terminated by the Client or the Candidate, not CCNA. CCNA will not be responsible for the Candidate's direction, supervision, control, compensation, employment, or termination of employment, and CCNA is not the Candidate's employer or co-employer with the Client. Rather, Client will be solely responsible for the Candidate's direction, supervision, compensation, control, and employment, and Client understands and agrees that Client is the Candidate's employer. Accordingly, Client understands and agrees that Client will be responsible for all employer-related wages, taxes, withholdings, worker's compensation insurance, obligations, and requirements according to applicable law.

Additionally, Client understands and agrees that (1) the Candidate is free from the control and direction of CCNA in connection with the performance of the Candidate's work for Client; (2) CCNA is a referral agency, and therefore the Candidate's domestic services for Client are outside the usual course of CCNA's business of recruiting, screening and referring Candidates to Clients; and (3) the Candidate is customarily engaged in providing domestic services, an independently established trade and or occupation of the same nature as that involved in the work the Candidate performs for Client.

4. Confidential Information: The Client understands and agrees that, to the maximum extent allowed by law, all information and materials about Candidates received from CCNA are to be kept strictly confidential and are to be used only in conjunction with CCNA's referral services. If the Client provides Candidate information to another party, and the other party hires or engages the Candidate without compensating CCNA for its full fees, the Client will be responsible for paying CCNA's full fees as stated in this Agreement.

5. Fee Structure and Billing

5.1 Search Initiation & Placement Fees: The Client agrees to pay CCNA a non-refundable $350 Search Initiation Fee to begin CCNA's search and a $1,000 Progress Fee charged at 45-day intervals after signing. These fees are applied to the final Placement Fee.

• Search Initiation Fee — $350 (Non-Refundable): Due upon signing. Covers initial consultation, job description creation, and initial sourcing.
• Progress Fee — $1,000 (Non-Refundable): Due every 45 days from signing. Covers continued sourcing, interviews, background screening coordination, and client support. Applied toward total placement fee.
• Final Placement Fee: Due upon hiring, prior to the nanny's start date. Determined based on annual salary and standard percentage-based or flat-rate pricing. The $1,000 Progress Fee is deducted from the total.

Placement Fee Schedule:

Long-Term Full-Time (35+ guaranteed hours/week): 15–18% of estimated annual gross compensation, or starting from $5,500 (whichever is greater). Includes a 4-month replacement guarantee and a 1-year On-Call Sitter Membership.

Limited Part-Time (<25 hours/week): $5,500 flat rate. No replacement guarantee.

Standard Part-Time (25–34 hours/week): $6,500 minimum or 16% of annual gross salary (whichever is greater). 30-day replacement guarantee.

Extended Protection Part-Time (25–34 hours/week): 16% of annual gross salary or starting from $5,500 (whichever is greater). 4-month replacement guarantee.

Nanny Share (Full-Time or Part-Time): 18% of estimated annual gross compensation or starting from $5,500 (whichever is greater). Includes 4-month replacement guarantee and 1-year On-Call Sitter Membership. Each family enters a separate agreement.

Temporary Placements: 20% of total gross compensation or $1,500 minimum for placements of one month or less, plus $1,000 for each additional month (whichever is greater). 30-day replacement guarantee for placements exceeding two months.

Baby Night Nurse / Doula: 20% of total gross compensation or $3,800 minimum (whichever is greater).

Specialty Placements (Personal Assistants, Household Managers, etc.): 20% of annual compensation or $8,500 minimum (whichever is greater).

On-Call Sitter Membership: $150 one-time search fee (non-refundable) + $2,500 annual subscription. Includes unlimited on-call sitter matching, priority scheduling, and waived daily booking fees.

On-Call Babysitting (One-Time): $150 search fee + $50 daily on-call fee. Late payment of 2+ days incurs $10/day additional fee.

5.2 Compensation Calculation: Annual compensation = hourly rate × weekly hours × 52. Example: 40 hrs/week × $28/hr = $58,240 annually; 15% fee = $8,736. Placement fees are one-time referral fees separate from the Candidate's salary and include one (1) current background check conducted through True Diligence, encompassing a national criminal history search, sex offender registry check, and driving record verification.

5.3 Upgrades & Fee Adjustments: If a Client transitions a Candidate from part-time to full-time, or otherwise changes the placement type to one requiring a higher placement fee, within the first year of placement, Client shall pay CCNA the difference between the original placement fee paid and the fee that would have applied to the new arrangement based on the Candidate's updated annual gross compensation at the time of the change. Any such transition requires written notice to CCNA and execution of an updated agreement prior to the schedule or role change. Client may not unilaterally expand a Candidate's hours, duties, or compensation structure without notifying CCNA. Failure to notify CCNA of a material role change within seven (7) days of that change shall constitute a breach of this Agreement and may result in the full upgraded placement fee becoming immediately due and payable.

5.4 Payment Terms & Late Payment Policy: Placement fee is due in full no later than the nanny's start date. Late payments incur a fee of $100 per calendar day. Late fees are non-refundable and may not be waived except at the Agency's sole discretion. Failure to pay may result in suspension of Agency services including replacement guarantees.

5.4a Credit Card Authorization: Client acknowledges that by providing a payment method to CCNA, Client authorizes CCNA to charge that payment method solely in the event that the Candidate begins employment and the placement fee remains unpaid after the due date, following written notice to Client. This authorization is limited to outstanding placement fees, progress fees, late fees, and cancellation fees owed under this Agreement. CCNA will provide at least forty-eight (48) hours written notice before exercising this authorization.

5.5 Search Cancellation & Credit Policy: If the Family cancels after 30 days, a $2,500 non-refundable cancellation fee applies. This fee may be applied as a credit toward a future placement if the Family returns within 12 months. Credits cannot be transferred, refunded, extended, or combined with promotions. Early cancellation within the first 30 days incurs no cancellation fee.

5.6 Progress Fees & Cancellation: Progress fees are earned once the applicable 45-day period is reached, regardless of placement. Cancellation does not waive earned progress fees. The $2,500 cancellation fee applies in addition to any earned progress fees. Only the cancellation fee may be applied as a future credit; progress fees are not credited or refundable.

5.7 Non-Refundable Fees: Once a search has commenced, no monetary refunds are issued under any circumstances. All fees are non-refundable and earned in full.

5.8 Enforcement of Payments: CCNA reserves the right to charge the payment method on file for outstanding balances as authorized under Section 5.4a. Unpaid balances referred to collections will result in the Client being responsible for all fees, interest, attorney's costs, and collection fees.

5.9 Referral Definition & Fee Trigger: For purposes of this Agreement, a "referral" is defined as any introduction — whether verbal, written, digital, or otherwise — of a Candidate's identity, resume, profile, or contact information by CCNA to Client. If Client hires or engages any referred Candidate within one (1) year of such introduction, regardless of whether the role is the same as originally intended, the full applicable placement fee is due to CCNA. This includes situations where Client obtains a Candidate's contact information through CCNA and arranges employment independently, or where Client shares Candidate information with a third party who subsequently hires or engages that Candidate. In such cases, Client shall be responsible for CCNA's full placement fee as if CCNA had placed the Candidate directly.

5.11 Placement Structure, Role Definition, and Material Changes: The placement tier and applicable fee are determined based on the position as originally defined at the time CCNA commences its search — including the guaranteed weekly hours, schedule, compensation, and scope of duties ("Original Role Definition"). CCNA recruits exclusively on the basis of this Original Role Definition, and the agency's sourcing strategy, candidate pool, and pricing structure are established accordingly.

Material Reductions: A material reduction in the role — defined as a reduction of five (5) or more guaranteed weekly hours, a reduction in the agreed hourly rate or annual compensation, or the removal of a previously agreed workday or core responsibility — does not reduce, reclassify, or otherwise alter the applicable placement fee. The fee remains calculated on the basis of the Original Role Definition and the annual compensation originally represented to the agency.

Material Expansions: A material expansion of the role — defined as an increase of five (5) or more guaranteed weekly hours, a transition from a part-time to a full-time arrangement, a significant increase in duties or responsibilities, or a material increase in annual compensation — may, at CCNA's sole discretion, require: (a) execution of a new client application and updated agency agreement; (b) payment of any applicable fee differential to bring the total fee in line with the revised role; or (c) treatment as a new search, with all associated fees. CCNA will notify Client in writing if a material expansion triggers any of these requirements.

Minor Adjustments: Minor scheduling or compensation adjustments that do not constitute a material change as defined above are permissible at the agency's reasonable discretion and will not affect the applicable placement fee or placement tier.

Disclosure Obligation: Client agrees to promptly notify CCNA in writing of any intended or actual changes to the role — including changes to hours, schedule, duties, or compensation — before discussing or proposing such changes to a Candidate. Failure to provide timely written notice does not reduce, waive, or otherwise alter the placement fee owed under this Agreement. Placement fees remain due in full if a Candidate introduced by CCNA is hired, regardless of any subsequent changes to the role as originally defined.

5.10 Trial Periods & Working Interviews: Any compensated trial, working interview, trial day, or introductory work period of any length or description between Client and a Candidate introduced by CCNA shall constitute a placement for the purposes of this Agreement and will trigger the full applicable placement fee. Client may not engage a referred Candidate in any paid capacity — regardless of duration, title, or framing — without first executing this Agreement and satisfying all applicable fee obligations.

6. Replacement Guarantee: For long-term full-time and part-time placements, if the initial Candidate leaves within the replacement period, CCNA will make reasonable efforts for up to 30 days to refer one replacement Candidate at no additional placement fee (subject to the conditions herein). The replacement period begins on the Candidate's first day of employment and runs for the duration specified in the applicable placement tier. The Client must: fulfill all payment obligations; notify CCNA of the desire to initiate a replacement no later than five (5) business days before the replacement period end date; notify CCNA within seven (7) days of any termination; abide by all applicable laws; not materially alter the nanny's duties; and not engage in harassment, abuse, or misconduct. Replacement coverage is limited to one (1) replacement search per placement. If the Client is within the replacement period, they will not be required to pay a new placement fee unless the search exceeds ten (10) new candidates or a 30-day active search period, whichever occurs first. A new replacement search requires completion of an updated parent application.

Nanny Share Replacement: For Nanny Share placements, the replacement guarantee applies solely to the departure of the Candidate (nanny). If the nanny leaves during the replacement period, CCNA will conduct one replacement nanny search at no additional placement fee for each participating family, subject to the conditions above. CCNA's scope is limited to sourcing and placing the nanny only. CCNA does not source, match, or facilitate arrangements between share families. Any changes to the share arrangement between participating families — including one family's withdrawal from the share — are outside CCNA's scope and do not affect CCNA's fees or obligations under this Agreement. Each family's replacement guarantee applies independently and is not affected by the other family's continued participation in the share.

Replacement coverage does not apply if the nanny's departure is due to working conditions attributable to the Family, including but not limited to: mistreatment, harassment, unsafe conditions, micromanagement, disrespectful communication, unauthorized changes to duties or compensation, failure to pay legally, or requests that violate labor laws. Coverage also does not apply if the position is eliminated, hours are significantly reduced, the Family hires independently, or the Family is not in compliance with Agency agreements.

7. Disclaimer / Hold Harmless / Limitation of Liability: CCNA assumes no liability for and makes no guarantees about any information, services, referrals, or Candidates it provides. The Client's use of CCNA's services is at the Client's own risk. CCNA does not employ, supervise, or control Candidates and disclaims all responsibility for their conduct. Client shall indemnify and hold CCNA harmless against any damages arising from Client's conduct, negligence, or misconduct. In no event shall either party be liable for consequential, incidental, exemplary, punitive, special, or indirect damages. Aggregate liability is limited to the amount of the Referral Fee paid.

7a. Client Conduct Standards: Client agrees to treat all referred Candidates with professionalism and respect throughout the interview, trial, and employment process. CCNA reserves the right to withdraw Candidates from consideration and to terminate the search and this Agreement — without refund of any fees paid — if Client engages in conduct that is disrespectful, harassing, discriminatory, unsafe, or otherwise inconsistent with applicable law or professional standards. CCNA's determination regarding conduct standards shall be made in its sole and reasonable discretion.

7b. Dispute Resolution: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in Arapahoe County, Colorado, administered under the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding. Nothing in this section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

7c. Non-Solicitation: Client agrees not to refer, introduce, or recommend any Candidate provided by CCNA to any third party — including friends, family members, or other households — for the purpose of employment or engagement during the term of this Agreement and for one (1) year following its termination. If a third party hires or engages a CCNA-referred Candidate as a result of a Client referral, Client shall be liable to CCNA for the full applicable placement fee as if CCNA had placed the Candidate with that third party directly.

7d. Confidentiality of Agency Materials: All Candidate profiles, resumes, references, background check results, and related materials provided by CCNA are the confidential and proprietary information of CCNA. Client agrees not to reproduce, distribute, or use such materials for any purpose other than evaluating Candidates for the specific position described in this Agreement.

8. Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, where Cherry Creek Nanny Agency is headquartered. Any arbitration or legal proceeding commenced regarding this Agreement shall be brought in Arapahoe County, Colorado. To the extent that Client or Candidate is located in a state other than Colorado, Client acknowledges and agrees that applicable local and state employment laws of that jurisdiction shall also apply, and Client is solely responsible for ensuring compliance with all such laws in the state where care is provided. CCNA makes no representation that this Agreement satisfies the legal requirements of any jurisdiction outside of Colorado, and Client is encouraged to seek independent legal counsel regarding applicable obligations in their state. This Agreement constitutes the entire agreement between CCNA and Client and supersedes all prior oral and written agreements. It may only be amended in a mutually agreed upon signed writing. If any provision is found invalid, the remaining provisions remain in full force. This Agreement may be executed in counterparts. Each party agrees that the other party is not responsible for events or circumstances beyond its reasonable control — including but not limited to natural disasters, pandemics, acts of government, or other force majeure events — that prevent that party from meeting its obligations, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

Client represents that they have carefully read and fully understand the scope and effect of all provisions of this Agreement; have had adequate time to consider it; and have had the opportunity to consult with an attorney of their own choosing. Client further acknowledges that positions offering fewer than 35 guaranteed hours per week attract a smaller candidate pool and carry a higher risk of turnover, and that placement fees and replacement coverage reflect this complexity.

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