NOVASTREAM LOGISTICS, LLC

THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into as of _____________, 2026 (the "Effective Date"), by and between:

Recitals

WHEREAS, Company operates a technology-enabled logistics platform that connects retailers with delivery capacity;

WHEREAS, Contractor operates an independent delivery business and desires to provide delivery services through Company's platform; and

WHEREAS, the Parties wish to set forth the terms under which Contractor will provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1: Independent Contractor Relationship

1.1 Independent Contractor Status. The Parties intend that Contractor shall perform Services (as defined below) as an independent contractor and not as an employee of Company. This classification reflects the Parties' understanding of the actual nature of their relationship as described in this Agreement. Contractor acknowledges that this classification has significant legal and tax consequences, and Contractor has had the opportunity to consult with legal and tax advisors before signing this Agreement.

1.2 No Employment Relationship. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between Company and Contractor. Contractor is not authorized to bind Company or represent that Contractor is an employee or agent of Company.

1.3 No Employee Benefits. As an independent contractor, Contractor shall not be entitled to any employee benefits, including but not limited to health insurance, retirement benefits, paid leave, workers' compensation coverage, or unemployment insurance benefits. Contractor is solely responsible for obtaining such coverage independently.

1.4 Taxes. Contractor is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement. Company shall issue a Form 1099 to Contractor as required by law. Company shall not withhold any taxes from payments to Contractor.

Article 2: Services

2.1 Services. Contractor agrees to provide last-mile delivery services ("Services") through Company's platform in accordance with the terms of this Agreement. Services shall consist of picking up packages from designated locations and delivering them to end customers within the geographic areas and timeframes specified by Company's platform.

2.2 Platform Access. Company shall provide Contractor with access to Company's mobile application (the "NovaStream Driver App" or "App"). Contractor shall use the App to view available delivery opportunities ("Blocks"), accept Blocks, obtain delivery routing information, confirm deliveries, and communicate with Company and customers as needed.

2.3 Delivery Standards. Contractor agrees to complete accepted deliveries in a professional and timely manner. Contractor shall:

1. Handle packages with reasonable care to prevent damage;
2. Deliver packages to the correct address and obtain delivery confirmation as specified in the App;
3. Communicate promptly with Company or customers regarding any delivery issues; and
4. Comply with all applicable traffic laws and regulations.

Article 3: Autonomy and Control

3.1 Method of Performance. Contractor shall have sole discretion over the manner, method, and means of completing deliveries, including the route taken, the order of deliveries within a Block (unless delivery windows require a particular sequence), and the pace of work.

3.2 Work Schedule. Contractor shall determine Contractor's own work schedule. Company does not require Contractor to work any minimum number of hours or accept any minimum number of Blocks. Contractor may accept or decline any Block in Contractor's sole discretion.

3.3 RouteGenius Recommendations. The App includes a routing optimization feature ("RouteGenius") that provides suggested delivery routes. Contractor may follow these suggestions or choose alternative routes in Contractor's discretion. Contractor acknowledges that delivery efficiency may affect Contractor's earnings and customer ratings, but Company does not mandate the use of RouteGenius.

3.4 No Exclusivity. Contractor may provide services to other clients, including logistics platforms that compete with Company, subject only to Section 3.5 below. Company acknowledges that Contractor may be simultaneously engaged by other platforms.

3.5 Contemporaneous Competing Services. Contractor agrees that while actively performing a Block for Company (i.e., from the time Contractor checks in for a Block until all deliveries in that Block are completed or the Block is cancelled), Contractor shall not simultaneously perform delivery services for a competing platform. This restriction applies only during active Blocks and does not restrict Contractor's activities at any other time.

Article 4: Independent Business Requirements

4.1 Independent Business. Contractor represents and warrants that Contractor operates an independent delivery business and is engaged in the trade or business of providing delivery services. Contractor either currently provides, or is actively available to provide, delivery services to clients other than Company.

4.2 Vehicle. Contractor shall provide Contractor's own vehicle suitable for delivery services. The vehicle must:

1. Be legally registered and insured as required by New Jersey law;
2. Be in safe operating condition; and
3. Have sufficient cargo capacity to accommodate standard delivery packages.

Company may establish reasonable vehicle safety standards and may decline to permit use of vehicles that do not meet such standards.

4.3 Equipment and Expenses. Contractor shall provide, at Contractor's sole expense, all equipment and supplies necessary to perform Services, including but not limited to a smartphone capable of running the App, any delivery equipment (hand trucks, package bags, etc.), and GPS or navigation tools. Contractor is solely responsible for all expenses incurred in providing Services, including vehicle maintenance, fuel, insurance, tolls, parking, and communication expenses.

4.4 Right to Substitute. Contractor may designate another individual to perform deliveries on Contractor's behalf, subject to the following conditions:

1. The substitute must complete Company's standard onboarding process, including a background check;
2. The substitute must agree to be bound by the confidentiality and conduct provisions of this Agreement;
3. Contractor must provide Company with reasonable advance notice of the substitution; and
4. Contractor remains responsible for the quality and timeliness of all Services, whether performed by Contractor personally or by a substitute.

Article 5: Compensation

5.1 Fees. Company shall pay Contractor for each completed delivery at the rates specified in the App at the time Contractor accepts each Block. Delivery fees vary based on factors including package size, delivery distance, time of day, and demand levels.

5.2 Incentives. Company may, in its sole discretion, offer incentive payments or bonuses for completing certain delivery goals or working during high-demand periods. Any incentives shall be communicated through the App and are subject to the terms specified at the time of the offer.

5.3 Payment. Company shall pay Contractor weekly via direct deposit for all deliveries completed during the prior week. Payment shall include base delivery fees plus any applicable incentives, less any deductions authorized by Contractor.

5.4 Delivery Confirmation. Payment for a delivery is contingent upon successful delivery confirmation through the App. If a delivery cannot be completed (e.g., customer not available, incorrect address), Contractor shall follow the procedures in the App, and Company shall determine in good faith whether partial payment is warranted.

5.5 Ratings. Customers may rate Contractor's delivery service through the App. Company shall make aggregate rating information available to Contractor. Contractor acknowledges that ratings may affect Contractor's access to future Blocks.

Article 6: Contractor Requirements

6.1 Background Check. Prior to performing any Services, Contractor must complete and pass a background check conducted by a third-party provider selected by Company. Contractor authorizes Company to conduct such background check.

6.2 Onboarding. Prior to performing any Services, Contractor must complete Company's onboarding process, which includes reviewing Company's service standards, customer service expectations, and proper package handling procedures. This onboarding is informational and does not constitute job training or evidence of an employment relationship.

6.3 Insurance. Contractor shall maintain, at Contractor's sole expense:

1. A valid driver's license as required by New Jersey law;
2. Personal automobile insurance meeting or exceeding New Jersey minimum requirements, with coverage for commercial or delivery use if required by Contractor's insurer; and
3. Such other insurance as Contractor deems appropriate for Contractor's business.

Company does not provide insurance coverage for Contractor or Contractor's vehicle.

6.4 Professional Conduct. Contractor shall conduct all interactions with customers in a professional and courteous manner. Contractor shall not engage in conduct that reflects poorly on Company's reputation or that violates applicable law.

Article 7: Performance Standards and Deactivation

7.1 Ratings Threshold. Contractor must maintain a minimum aggregate customer rating of 4.5 stars (out of 5.0) calculated on a rolling 60-day basis. If Contractor's rating falls below this threshold, Company may, in its discretion:

1. Provide Contractor with notice and an opportunity to improve;
2. Temporarily suspend Contractor's access to the platform; or
3. Terminate this Agreement pursuant to Section 8.2.

7.2 Completion Rate. If Contractor accepts a Block, Contractor is expected to complete all deliveries within that Block. Contractor may cancel an accepted Block prior to check-in without penalty. However, if Contractor cancels more than three (3) Blocks after check-in within any 30-day period, Company may temporarily reduce Contractor's priority for viewing and accepting future Blocks.

7.3 Customer Complaints. Company shall investigate customer complaints in good faith. Contractor shall have an opportunity to respond to any complaint before Company takes adverse action, except in cases involving allegations of theft, violence, harassment, or other serious misconduct.

7.4 Deactivation. Company may immediately deactivate Contractor's access to the platform upon:

1. Contractor's violation of any material term of this Agreement;
2. Contractor's failure to maintain the minimum ratings threshold after notice and opportunity to cure;
3. Allegations of theft, violence, harassment, or other serious misconduct, pending investigation;
4. Contractor's failure to maintain required insurance or a valid driver's license; or
5. Contractor's engagement in conduct that creates a safety risk or material reputational harm to Company.

Article 8: Term and Termination

8.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party as provided herein.

8.2 Termination. Either Party may terminate this Agreement at any time, for any reason or no reason, upon written notice to the other Party. Contractor may provide notice through the App. Company may provide notice through the App or via email to the address on file.

8.3 Effect of Termination. Upon termination, Company shall pay Contractor for all Services satisfactorily completed prior to termination. Contractor shall return any Company property in Contractor's possession. Sections 9 (Confidentiality), 10 (Intellectual Property), 11 (Indemnification), and 12 (Dispute Resolution) shall survive termination.

Article 9: Confidentiality

9.1 Confidential Information. "Confidential Information" means any non-public information disclosed by Company to Contractor, including but not limited to customer information, retailer relationships, pricing structures, business strategies, and the algorithms and logic underlying the RouteGenius system.

9.2 Non-Disclosure. Contractor shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than performing Services. This obligation shall continue for three (3) years after termination of this Agreement, or indefinitely for trade secrets.

9.3 Return of Information. Upon termination, Contractor shall delete or destroy all Confidential Information in Contractor's possession, including any copies.

Article 10: Intellectual Property

10.1 Company Property. The NovaStream Driver App, RouteGenius algorithms, Company trademarks, and all related intellectual property are and shall remain the sole property of Company. Contractor receives a limited, non-exclusive, non-transferable license to use the App solely for the purpose of performing Services during the term of this Agreement.

10.2 Feedback. If Contractor provides any suggestions, feedback, or ideas regarding the App or Company's services, Company shall own all rights to such feedback and may use it without compensation to Contractor.

10.3 No Use of Marks. Contractor shall not use Company's name, logo, or trademarks for any purpose other than identifying Contractor's relationship with Company when performing Services.

Article 11: Indemnification

11.1 Contractor Indemnification. Contractor shall indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

1. Contractor's performance of Services, including any vehicle accidents, property damage, or personal injury;
2. Contractor's breach of this Agreement;
3. Contractor's violation of any applicable law; or
4. Any claim that Contractor is an employee of Company for tax, benefits, or other purposes.

11.2 Limitation. Company shall not be liable to Contractor for any indirect, incidental, special, consequential, or punitive damages arising from this Agreement.

Article 12: Dispute Resolution

12.1 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Newark, New Jersey.

12.2 Class Action Waiver. Contractor agrees that any arbitration shall be conducted on an individual basis only, and Contractor waives any right to participate in a class, collective, or representative action.

12.3 Exceptions. Notwithstanding the foregoing, either Party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Article 13: General Provisions

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements.

13.2 Amendments. Company may amend this Agreement upon thirty (30) days' notice to Contractor. Contractor's continued use of the platform after the effective date of any amendment constitutes acceptance. If Contractor does not agree to an amendment, Contractor may terminate this Agreement.

13.3 Governing Law. This Agreement shall be governed by the laws of the State of New Jersey, without regard to conflict of laws principles.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in effect.

13.5 Notices. Notices under this Agreement shall be provided through the App, by email to the addresses on file, or by mail to the addresses set forth above.

13.6 Assignment. Contractor may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any successor or affiliate.

Signatures

Acknowledgment

By signing below, Contractor acknowledges that:

1. Contractor has read and understands this Agreement;
2. Contractor has had the opportunity to consult with legal and tax advisors;
3. Contractor understands the difference between independent contractor status and employee status;
4. Contractor is voluntarily entering into this Agreement as an independent contractor.

Contractor Initials: _______________________________

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NovaStream Logistics, LLC — Independent Contractor Agreement v.2.1