Agreement for Services

Transcription

1 Agreement for Services This Agreement is entered into as of the day of, 20, between Inc. ( the Company ) and ( the Contractor ). The purposes of this agreement are to define the rights and obligations of the parties, and to create an independent contractor relationship between the Company and the Contractor pursuant to Colorado Revised Statutes and other sections. 1. Duration and Work Hours. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement. Contractor work hours will be negotiated and continue for two years from the date agreed above, when this Agreement will terminate. Contractor work related to this Agreement will be performed at the following locations: home of the patient, main office of the Company, any office of the Contractor, or any office as the Company and the Contractor may agree. 2. Payment and Duties. The Contractor agrees to provide Comprehensive Services on an as needed basis to patients of the Company and to patients utilizing the Company s facilities and services. The Company will pay the Contractor 60% of amounts the Company collects from and/or is paid by third party payers for Contractor s delivery of services. Payment to the Contractor will be made once per month, during the first week of the month. The Contractor will provide any and all necessary materials to complete the work except service billing materials. The Contractor will provide a current resume, proof of current malpractice insurance, and copy of a current license prior to commencing any work related to this Agreement. The Contractor will adhere to the legal and ethical obligations as outlined by the State of Colorado Regulatory Agencies, and of his or her respective professional organization. The Contractor agrees to maintain a complete professional file on each case for seven years after patient discharge, and to provide it as necessary for periodic third party payer site review. 3. Specific Items of Agreement. The Contractor understands and agrees: a. The Company does not require the Contractor to work exclusively for the Company, but the Contractor may choose to work exclusively for the Company for a finite period of time as specified here:. b. The Company does not establish a quality standard for the Contractor, but the Company may provide plans, specifications, and guidance for care based on state and federal laws, regulations, and standards concerning the delivery of mental health care. Further, the Company does not oversee the Contractor s work or the delivery of care at any time, or instruct in any way the Contractor as to how the Contractor s work will be performed. 1

2 c. The Company does not pay a salary or hourly rate but rather a fixed or agreed rate as specified here:. d. The Company may not terminate the work during the Agreement period unless the Contractor violates the terms of the Agreement or fails to produce a result that meets the specifications of the Agreement. e. The Company does not provide any training for the Contractor. f. The Company does not provide tools or benefits to the Contractor, but materials and equipment such as telephone, fax, internet service, insurance company billing services, office supplies, and meeting rooms may be provided. g. The Company does not dictate the time of performance, but completion schedules for patient care and mutually-agreed working hours may be established. h. The Company does not pay the Contractor personally but rather makes checks payable to the Contractor s professional service corporation or business, as specified:. i. The Company and the Contractor do not combine their business operations in any way, but instead maintain all respective operations separately and treat both companies as separate and distinct entities in every way, in accordance with Colorado law. 4. Contractor Benefits, Tax, and Compensation Coverage. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Company shall not be responsible for the withholding of, and shall not withhold, any taxes of any kind related to the Contractor s compensation pursuant to this Agreement, including unemployment and worker compensation taxes or payments. The Contractor further agrees to and understands the following disclosure: a. The Independent Contractor is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Independent Contractor or some other entity. b. The Independent Contractor is not entitled to worker s compensation benefits unless worker s compensation coverage is provided by the Independent Contractor or some other entity. c. The Independent Contractor is obligated to pay federal and state income tax on any moneys paid pursuant to the contract relationship. 2

3 5. Independent Contractor. The parties intend this Agreement to explicitly prevent the Contractor from becoming or being classified as an employee, partner, agent of, or joint venturer with the Company for any reason or purpose. Neither the Contractor nor the Company desire the Contractor to be or become an employee, partner, agent of, or joint venturer with the Company. The Contractor acknowledges that he or she is solely responsible for the delivery of services related to this Agreement, and that Company neither directs nor controls Contractor s clinical decisions with respect to the delivery of services. The Contractor hereby acknowledges that it is, and will be during all times relevant to this Agreement, engaged through his or her professional service company in an independent trade, occupation, profession, or business related to the comprehensive services performed. If asked, the Contractor will represent to all patients, insurance companies, and all other parties that he or she works through their professional service company, and that he or she is not as an employee of the Company with respect to the treatment of patients. The Contractor, through his or her professional service company, will also advertise comprehensive services to insurance companies, prospective patients, referral sources, and other companies during the term of this Agreement. The Company and the Contractor both consent to the use by each other of their names and other identifying and descriptive material in provider directories and in marketing materials and literature of each other in all formats, including electronic media, to the extent such use is consistent with this Agreement. 6. Confidentiality. The Contractor acknowledges that during the engagement he or she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company s business and product processes, methods, customer lists, accounts, and procedures. The Contractor agrees that he or she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All independent contractor handbooks, customer lists, franchise information, files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, advertising information, independent contractor lists, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his or her possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company s prior written consent. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his or her possession or under his or her control. 7. Conflicts of Interest; Non-hire Provision. The Contractor represents that he or she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering his or her duties shall not utilize any invention, discovery, development, improvement, 3

4 innovation, or trade secret in which he or she does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of his or her productive time, energy, and abilities to the performance of his or her duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is encouraged to perform services for other companies and individuals during the time frame he or she is performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company s employment, any employee, consultant, or contractor of the Company, or hire any such employee, consultant, or contractor who has left the Company s employment or contractual engagement within one year of such employment or engagement. For a period of two years following any termination, the Contractor shall not, directly or indirectly solicit, contact, or encourage the Company s clients to participate in a product or engage in activities similar to the Company s. 8. Legal Liability. The Contractor understands that the services provided may be considered high-risk for legal purposes. The Contractor agrees to pay for all attorney fees and costs, and to indemnify the Company for all legal fees and costs, should any action of the Contractor result in any legal actions by any individual or entity against the Contractor and/or the Company. This provision shall survive the expiration or termination of this Agreement, regardless of the reason for termination. 9. Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity. 10. Termination. Either the Company or the Contractor may terminate this Agreement at any time by providing five days written notice to other party. If the Contractor is convicted of any crime or offense, suffers any injury making him or her unfit to provide the services, even if the injury occurs while performing services for the Company, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company may at any time terminate the engagement of the Contractor immediately and without prior written notice to the Contractor. 11. Insurance. The Contractor shall carry liability insurance (including malpractice insurance) relative to any service that he or she performs for the Company during all times relevant to this Agreement. 12. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. 13. Jurisdiction and Venue. The laws of the State of Colorado shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto. The parties agree that the Denver County District Court shall be the proper venue in the event of a dispute, and may attempt mediation prior to suit. 4

5 14. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. 15. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: If to the Contractor: If to the Company:, Inc., CO Change of Address. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above. 17. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto. 18. Entire Understanding. This document and any attached exhibits constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. 19. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that a facsimile or copy of the signature shall be as effective as if originals. CONTRACTOR: By: Date: 5

6 I hereby certify that the forgoing was subscribed and sworn to before me this day of, Witness my hand and official seal. My Commission expires:. Notary Public COMPANY:, Inc. By: Date: Title: I hereby certify that the forgoing was subscribed and sworn to before me this day of, Witness my hand and official seal. My Commission expires:. Notary Public 6