INDEPENDENT HEALTHCARE PROVIDER SERVICES AGREEMENT

INDEPENDENT HEALTHCARE PROVIDER SERVICES AGREEMENT This Independent Healthcare Provider Services Agreement (the Agreement ) by and between ("Provider") a licensed physician or licensed nurse/healthcare provider and Integrity Locums, ( IL ), a Florida limited liability company, with its principal place of business at 7501 Village Square Drive, Suite 207, Castle Pines North, CO 80108 (collectively the "Parties" and each individually a "Party") is hereby made and entered into as of ("Effective Date") with respect to the placement of Provider to work temporarily providing professional medical services at hospitals or medical facilities. 1. SCOPE OF AGREEMENT: IL is a professional staffing firm that arranges temporary placement of Providers with hospitals and medical facilities ( Clients ) for Provider to provide Locum Tenens services ( Services ) to Client. Provider desires to provide such services to Clients. The relationship between IL and Provider is that of an Independent Contractor. 2. DUTIES OF PROVIDER, ASSIGNMENTS, LICENSING & QUALIFICATIONS A. Provider agrees to provide competent medical services in accordance with Provider's professional training to one or more Clients at Client facility(ies). Provider agrees to abide by terms in the Confirmation (defined below) for each assignment booked. B. IL shall present Provider to available Clients. Upon receiving written notice from a Client that Provider is acceptable to Client with respect to the provision of Services requested by Client (each, an "Opportunity"), Provider will decline or accept presented Opportunities. C.WEEKLY PAYROLL - All signed, client approved time sheets submitted by 7:00 pm ET on Fridays will be paid on the following Friday. If a pay period falls on a Holiday, payment will be mailed/processed the following business day. Compensation is based upon receipt by IL of completed work records. Provider agrees to accurately and timely submit work records to IL on a weekly basis. C. For each Assignment, Provider represents and warrants that his or her licenses are current, active and in good standing. It is the obligation of Provider to maintain his or her license and credentials in good standing throughout the duration of each Assignment. Provider further represents and warrants that at any time during an Assignment, if that license is suspended, limited or revoked, that Provider shall notify IL immediately. Page 1

D. Prior to providing services to Client, Provider shall provide to IL copies of curriculum vitae, copies of current state licensure, and other information as required by Client. Provider agrees to provide services according to bylaws and standards of practice among members of the same health care profession with similar training and experience in the community in which Providers perform services. Provider will comply at all times with the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and any and all other State and Federal regulations. Additionally, Provider represents and warrants that Provider is capable, competent and qualified to provide services required by Client. E. Provider shall exercise independent judgment and control over the provision of Services. Provider shall maintain appropriate records in accordance with the standards set forth by Client. Such records shall remain the property of the Client. Failure to complete and deliver records shall be considered breach of this agreement. Provider agrees to cooperate with reasonable Client requests in order to achieve continuity of care. F. Provider shall not collect fees or other payments from patients. Client shall be entitled to all fees generated as a result of Provider s services. Provider agrees to promptly cooperate with reasonable Client requests to facilitate payment to Client of all such fees and reasonable documentation required to effect assignment of billing rights. G. During the term of this Agreement, Provider agrees to advise IL with respect to any and all disciplinary or quality assurance proceedings commenced with respect to Provider, including, but not limited to, actions brought by licensing boards, Medicare or Medicaid, quality assurance committees, hospitals, medical societies, and/or medical malpractice incidents (as defined by situations Provider reasonably believes will result in a claim or suit) claims or suits ("Proceedings"). H. IL's obligation, if any, to facilitate "Professional Liability Insurance" (as defined below) is conditional upon Provider s cooperation in completing, verifying, and providing accurate and complete underwriting and licensing information to IL. Provider represents all such information is accurate. Provider also consents to the performance and sharing of the results with Client of a drug screening and criminal background check. I. Upon discovery of any misrepresentation of identity, credentials, or clinical capabilities, or providing IL with any inaccurate information or incomplete materials, IL may revoke Professional Liability Insurance facilitated for Provider. Provider also agrees to furnish IL with at least three (3) written reference that can speak to the qualifications and clinical skill of the Provider. J. IL's interest is the final result of arranging for medical coverage and not in making specific medical decisions. As an independent contractor, Provider is not an employee or agent of IL or of Client for any purpose. 3. HOUSING & TRAVEL, INSURANCE & COMPENSATION A. Unless otherwise agreed upon by the Parties in the Confirmation, IL will provide at its cost (or in reimbursement to Provider), or as made by arrangement with Client the following reasonable costs: a) round trip transportation; b) local transportation within community where Assignment is located, including reasonable gas charges; and c) Page 2

reasonable housing accommodations. Housing accommodations shall include reasonable amenities and utilities. Provider is responsible for personal expenses including telephone service, laundry, meals and charges incurred above and beyond that agreed upon in the Confirmation. B. During the Term of this Agreement, IL shall facilitate medical professional liability insurance for professional services rendered by Provider under this Agreement in the amount of $1,000,000 per claim with a $3,000,000 annual aggregate unless higher or lower limits are required by a particular territory or state Compensation Fund. IL has facilitated and will continue to facilitate a claims-made policy with prior acts. IL will facilitate an Extended Reporting Endorsement tail coverage in the event of any lapse or cancellation of the policy. The insurance facilitated by IL applies only to agreed-upon services provided by Provider during this Agreement and is subject to policy conditions. D. IL does not pay or provide for social security, workers compensation, unemployment insurance, or health insurance. A Form 1099 will be issued to Provider for income reporting purposes. Although Provider is an independent contractor, federal, state and local law may impose withholding obligations on the payor for the Services. Provider agrees to cooperate with payor with respect to all such federal, state and local withholding requirements. E. Requests for reimbursement of expenses described in 3A, if any, by Provider shall be submitted in writing in detail to IL within thirty (30) days of incurring the expense for payment. F. California (CA) tax law Code Section 18662 and related Regulations require the withholding of California income tax at a flat rate of 7% on all compensation paid to nonresident independent contractors (physicians) performing services in CA. The tax withholding and the gross compensation paid on CA assignments are annually reported on CA Form 592-B to the physician and the State similar to the Federal Form 1099-MISC reporting. This withholding and reporting does not apply to CA residents. 4. PLACEMENT AND NON-SOLICITATION A. During the term of this Agreement and for a period of two (2) years after this Agreement is terminated for any reason, Provider agrees that IL has provided a valued service in locating and introducing Opportunities to Provider. In return, to the extent consistent with state law, Provider further agrees that he or she will not perform services directly or indirectly for Client(s) that IL presented Opportunities to Provider for unless those Opportunities are facilitated by IL. Provider further agrees to inform IL immediately if contacted by Client to perform any services. B. If during the two year period after Provider is presented by IL to Client for services or after Provider ceases to provide services to Client pursuant this Agreement, whichever is later, Provider is recruited and accepts a locum tenens assignment through another agency or permanent position with Client or one of Client s affiliates, Client shall be responsible for paying a placement fee if IL has an agreement with Client for the payment of such fee. Provider agrees to notify IL immediately in the event Provider accepts an offer of a permanent position with Client or one of Client s affiliates. C. If Client, or other third party, fails or refuses to pay the placement fee to IL, or is not obligated to pay such fee, then Provider agrees not to accept the assignment or permanent position or agrees to pay half the placement fee that would have been due to IL, plus any and all expenses such as attorneys fees incurred in the collection of such amounts. Provider hereby authorizes IL to offset any payment and Page 3

reimbursements due to Provider for providing services to Client against the placement fee owed to IL. 5. CONFIDENTIAL INFORMATION A. Before, during, and after Provider s performance of Services for Client, Provider will not disclose or deliver to anyone, or use in any way other than in IL s or Client s business, any confidential information or material relating to the business of IL. In the context of this agreement confidential information is information and knowledge which is not available to the general public. B. Provider agrees all terms listed on Confirmations, including pay rates, are confidential information. IL agrees to hold all terms and details on Confirmations confidential. 6. TERMINATION OF AGREEMENT A. IL may terminate this Agreement or Assignment at any time without notice or liability for the reasons that follow this paragraph. IL agrees to pay compensation for the undisputed Services rendered up to the date of termination. IL may terminate for the following reasons: i. Provider s breach of any duty under this Agreement. ii. Upon denial, revocation, suspension, surrender of Provider's privileges at any healthcare facility, disciplinary action by any state board or federal agency, or any change in questions associated with fitness for position, malpractice information, or disciplinary actions on the IL application. Provider shall immediately inform IL of any of the above situations. iii. Upon Client's request for removal of Provider for reasons relating to professional competence or integrity. iv. Upon IL s reasonable determination that Provider has conducted his or herself in a manner unacceptable to IL or has otherwise failed or refused to faithfully and/or diligently perform the duties of a Provider in accordance with the highest professional and ethical standards. v. Upon discovery that Provider has provided incomplete or inaccurate information on the submitted IL application ("Application for Medical Staff") or other credentialing material. vi. If any IL application process has not been completed prior to execution of the Agreement. vii. Upon discovery that the Provider is not insurable for Medical Professional Liability Insurance and/or otherwise does not meet IL's application standards. viii. Upon Client's failure to timely pay IL monies due under Client s agreement with IL, in which case Provider shall look directly to Client for such payment. B. Provider may cancel this Agreement or any Assignment immediately with no penalty if IL fails to timely pay undisputed monies due Provider, or Provider becomes incapacitated or otherwise physically unable to perform Services for an extended period of time beyond reasonable incidences of short-term illness. IL reserves the right to require verification of Provider s condition in any such circumstance. C. Subject to Section 6.A., above, either Party may terminate this Agreement or any cancel Assignment upon providing thirty (30) day's prior notice to the other Party. Any such termination and/or cancellation by Provider shall be in writing. If Provider cancels any Assignment with less than 30 days Page 4

notice, for any reason, Provider shall be responsible for payment of any nonrefundable expenses and fees incurred by IL in connection with the cancelled Assignment, including, but not limited to, security deposits, airfare and penalties, as well as licensing fees. Furthermore, IL shall not be obligated to pay Provider for any scheduled services not actually performed by Provider during the notice period described herein. D. All payment obligations of IL under this Agreement shall survive any cancellation of an Assignment and expiration or termination of this Agreement. IL s obligation (or, as applicable, the Client's obligation) to facilitate Medical Professional Liability Insurance shall survive any cancellation of an Assignment and expiration or termination of this Agreement. 7. GENERAL PROVISIONS A. Any notice provided in this Agreement shall be in writing and, if to IL, shall be sent to IL at the address shown at the end of this Agreement, or if to Provider, shall be sent to Provider at the address shown on providers application on file with IL. B. Nothing in this Agreement shall in any way be construed to render Physician an agent, employee, or representative of IL, and Provider shall perform the Assignments as an independent contractor. Provider shall be responsible for the payment of all income, Social Security, Medicare and self-employment taxes and other federal, state and local taxes due with respect to amounts paid to Provider pursuant to this Agreement and that no such tax will be withheld by IL. C. IL may, in its sole discretion, at any time and from time to time, set off and withhold from any amounts otherwise payable to Provider pursuant to this Agreement any amounts necessary to satisfy all of any portion of any outstanding obligations or liabilities of Provider to IL or Client under this Agreement. D. IL will not exercise any control of any nature relating to the matter in which or means by which Provider performs services or reaches medical decisions. As an independent contractor, Provider is responsible for their own medical decisions and actions and hereby indemnifies IL, and shall hold IL harmless from any losses, damages, liabilities and expenses ( Claims ) not covered by the medical professional liability insurance referred to in Paragraph 3.B hereof that are incurred by IL arising out of, in connection with, or as a result of Provider rendering or failing to render medical services during the term of this Agreement, including claims that IL s negligence, in whole or in part, caused the loss. E. Any dispute or disagreement arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator may be entered and enforced in any court of competent jurisdiction. Each Party hereby waives any claim for consequential or punitive damages arising from any breach or alleged breach of this Agreement, in whole or in part, by the other Party. Notwithstanding any other provision of this Agreement, any damages awarded to Provider in any arbitration proceeding shall not exceed three (3) days of Compensation as detailed in the Confirmation of the Assignment relating to the dispute or disagreement. Arbitration shall be conducted in Boca Raton, Florida. F. This Agreement: constitutes the entire agreement of the Parties with respect to the subject matter hereof may not be amended, altered or revised, except by instrument in writing, signed by both Parties shall be binding upon the Parties, their heirs, personal representatives, successors and assigns is Page 5

severable, and if any provision shall be deemed to be invalid or unenforceable, such determination shall not effect the validity or enforceability of any other provision of this Agreement shall be deemed to be contract made and entered into under the laws of the State of Florida and the laws of such State shall govern the interpretation and enforcement hereof. By signature below, the undersigned represents that he or she has authority to bind his or her respective Party to the foregoing Independent Healthcare Provider Services Agreement. Provider Signature: Date: Printed Name: Federal Tax I.D. or Social Security #: IL Signature: Date: Printed Name/Title: Page 6