Hi Rachel,

Great meeting you yesterday! So excited to be working with a real law firm finally lol. Here are my thoughts on the contractor agreement thing. Sorry this is kind of stream of consciousness, Marcus is yelling at me about a routing issue so I'm typing fast.

MUST HAVES:

• Drivers can work whenever they want (this is the whole point!!)
• They can work for competitors, we don't care
• They have to use our app obviously
• Non-compete for like 6 months after they leave? Or is that not allowed for contractors?
• They pay for their own gas, insurance, car maintenance, all that
• We can deactivate them if their rating drops below 4.5 or they get customer complaints
• Something about them not being employees?? Like a statement that they agree they're contractors
• Arbitration clause - I heard that's important

NICE TO HAVES:

• Some kind of IP protection for RouteGenius? Not sure if that goes in this agreement
• Maybe something about not badmouthing us on social media

QUESTIONS:

• What happens if someone gets hurt? One of our drivers got in an accident last month and he's been texting Marcus about workers comp. I keep telling him he's a contractor so that's his problem but he's getting kind of aggressive about it. His name is Jamal Washington if that matters.
• Do we need to give them a 1099? When?
• Can we require them to wear NovaStream branded vests? Some of our retail clients want that for "brand consistency"

Will send more later, gotta run!!

Priya

Oh I forgot some things:

The app tracks their location while they're on a delivery block so we can give customers accurate ETAs. That's fine right? It's just during work hours. Well not "work hours" since they're not employees haha. You know what I mean.

Also the app suggests optimal routes but drivers don't HAVE to follow them. I mean, they should, because the algorithm is really good. And their efficiency rating goes down if they don't follow the route and it takes longer. But technically they can go whatever way they want.

Actually now that I think about it, can we make the routes mandatory? Our retail clients are complaining about late deliveries and I think it's because some drivers are going off-route to get coffee or whatever.

Oh and we have a dress code thing where they have to look "professional" - no offensive clothing, that kind of thing. Is that a problem?

P

Sorry one more thing and then I'll stop bothering you I promise!!

Marcus reminded me that we do have some requirements:

• Background check before they can start (obviously)
• They have to complete our "delivery excellence" training module (it's like 2 hours online)
• Vehicle has to pass inspection - no older than 2015, no visible damage, has to be able to fit our standard package bins
• They need to maintain a 4.5 star rating or we pause their account
• They can't deliver for a direct competitor during an active NovaStream block (like if they're doing a block for us from 2-6pm they can't also be doing DoorDash at the same time, that's just common sense)
• If they cancel more than 3 blocks in a month we reduce their priority for future block selection

That's all pretty standard though right? Uber and everyone does this stuff.

P

Rachel,

I talked to my co-founder (he's not involved in operations but he's a Stanford MBA so he knows business stuff) and he said I should make sure the agreement says that drivers are "independent business owners" and that they can "substitute" other people to do their deliveries.

We don't actually allow substitutes because of the background check thing and our insurance requires us to know who's driving, but he said the CONTRACT should say they can substitute even if we don't actually allow it in practice? Something about how that's what makes them contractors legally?

Anyway can you put that in there? And then we just won't approve any substitution requests when they come in?

Also he wants to know if we can make them sign something saying they've consulted with their own lawyer before signing the agreement. Covers us right?

Thanks!!

Priya

Priya Sharma
CEO & Founder, NovaStream Logistics
Delivering the future, one package at a time