Veterinary Service Referral Agreement THIS AGREEMENT ( Agreement ) made effective as of the Date: day of, 20 (the Effective Date ), between Name/Company:, ( Service Provider ), whose business address is Business address: and Scheduled Relief, LLC, a Colorado limited liability company, whose business address is 7765 Wadsworth Blvd #746073, Arvada, CO 80006 ( Scheduled Relief ). RECITALS WHEREAS, Scheduled Relief maintains a listing of veterinarians, veterinary technicians and veterinary assistants ( Veterinary Service Providers ) who are available to provide temporary services to veterinary clinics and hospitals (collectively, Clinics ); and WHEREAS, Servicer Provider wishes to be placed on Scheduled Relief s list of available Veterinary Service Providers in accordance with the terms of this Agreement, and in accordance with the attached Services & Procedures description (incorporated herein). NOW, THEREFORE, Service Provider and Scheduled Relief hereby agree as follows: 1. Service Provider s Obligations 1.1 Service Provider is in the business of providing and is licensed to provide the following services (the Services ) in the State of (the License State ) (check one): q q q Veterinarian Veterinary Technician Veterinary Assistant Service Provider shall continue to maintain all licenses required to provide the Services in the License State during the term of this Agreement and any engagement with a Clinic. Service Provider shall notify Scheduled Relief within one (1) business day of Service Provider receiving notification of (i) any revocation or suspension of Service Provider s license(s), (ii) any complaints being filed with, or disciplinary action being taken against Service Provider by, any regulatory agency responsible for licensing Service Provider, and/or (iii) any lawsuit or arbitration proceeding being initiated against Service Provider based in whole or in part on the provision of professional services (each of the foregoing a Regulatory Issue ). Page 1 of 10
1.2 Servicer Provider shall provide Scheduled Relief with the following information, as applicable, prior to Scheduled Relief adding Service Provider to its list of Veterinary Service Providers (the Requested Information ): a. A copy of Service Provider s license to practice in the License State (for veterinarians or veterinary technicians as applicable); b. Proof of individual liability insurance for Service Provider (for veterinarians); c. Service Provider s Resume; d. Service Provider s DEA license (for veterinarians) if applicable; e. A W-9 /W-2 (as applicable) for Service Provider; and f. Service Provider s Contact Information. Service Provider shall periodically update the Requested Information and shall update the Requested Information in the event of any change to any Requested Information. 1.3 Service Provider shall utilize Scheduled Relief s services via Scheduled Relief s website, and bid on available shifts in accordance with the attached Services & Procedures description. 1.4 Scheduled Relief is acting solely as an intermediary on behalf of Service Provider and the Clinic, and shall not be deemed to have an employee-employer relationship with either party. Neither party is the agent of the other, nor is there any independent contractor relationship between them. It is solely Service Provider s responsibility to define, by written agreement, the relationship between Service Provider and any Clinic wishing to engage Service Provider. Service Provider understands and agrees that Service Provider shall be paid directly by the Clinic in accordance with Service Provider s agreement with the Clinic. 1.5 Service Provider shall at all times have the right to refuse to provide Services to any Clinic being considered during the referral process. 1.6 Service Provider shall be entirely responsible for evaluating any Clinic seeking to engage Service Provider, and Scheduled Relief makes no representations or warranties regarding any such Clinic. Scheduled Relief shall provide Service Provider with Clinic Policy information and written evaluations of the Clinic (if any) provided by other Veterinary Services Providers for any Clinic to which Scheduled Relief provides Service Provider s name in connection for a request for services. It is the Service Provider s responsibility to ensure that he/she is not in violation of a preexisting non-compete agreement when accepting an engagement with a Clinic. With respect to the Clinic Policy information provided when clinics initially register with Scheduled Relief s service and any written evaluations, Scheduled Relief cannot guarantee the accuracy or completeness of this information and such information is provided to Service Provider as is with no guaranty regarding its accuracy or Page 2 of 10
completeness. Scheduled Relief shall not be liable for any statement or inaccuracy in such information. It is Service Provider s responsibility to review Clinic Policies and the written evaluations and to take whatever steps are necessary to verify information therein. Service Provider shall be solely responsible for ensuring that the Clinic has the resources necessary for Service Provider to provide any Services requested by the Clinic. 1.7 Should Service Provider choose to provide Services to a Clinic to which Service Provider is referred or introduced by Scheduled Relief, Service Provider agrees that: (a) (b) Upon completion of Service Provider s engagement, Service Provider shall provide Scheduled Relief with a written evaluation of the Clinic [on the form provided by Scheduled Relief on its website] (the Clinic Evaluation ). Service Provider agrees that Scheduled Relief may provide a copy of the Written Evaluation to i) the Clinic and ii) other Veterinary Service Providers in connection with their consideration to provide services to such Clinic. Service Provider shall indemnify and hold harmless Scheduled Relief and its directors, officers, managers, members, owners, employees, recruiters, subcontractors, contractors, representatives, successors, and assigns (the Scheduled Relief s Affiliates ) from any and all claims, demands, losses, liabilities, damages, costs and/or expenses (including legal fees) arising from or related to the Written Evaluation and the statements made therein. Clinic will provide Scheduled Relief with an evaluation of Service Provider (the Service Provider Evaluation ). Service Provider hereby authorizes all Clinics to furnish Scheduled Relief with a Service Provider Evaluation and releases each Clinic from any and all liability that may arise as a result of Clinic providing the Service Provider Evaluation to Scheduled Relief. Service Provider agrees that Scheduled Relief may provide a copy of the Service Provider Evaluation to other Clinics. Service Provider hereby agrees that Scheduled Relief shall not be liable for, and hereby unconditionally releases Scheduled Relief from, any liability or damages related to: (i) any statements made in the Service Provider Evaluation and (ii) Scheduled Relief providing a copy of the Service Provider Evaluation to any Clinics. The disclaimers of liability contained herein shall apply regardless of whether such liability is based on breach of contract, tort (including without limitation negligence), strict liability, or otherwise. 1.8 Service Provider understands and agrees that in connection with providing Service Provider s name to any Clinic, the Requested Information and the Service Provider Evaluations will be provided to such Clinic. Service Provider hereby authorizes Page 3 of 10
Scheduled Relief to provide the Requested Information and the Service Provider Evaluations to any Clinic to which Scheduled Relief provides Service Provider s name. Service Provider hereby agrees that Scheduled Relief shall not be liable for, and hereby unconditionally releases and agrees to hold harmless Scheduled Relief and Scheduled Relief s Affiliates from, any liability or damages related to: (i) any information contained in the Requested Information and/or the Service Provider Evaluations and (ii) Scheduled Relief providing a copy of the Requested Information and the Service Provider Evaluations to any Clinic. The disclaimers of liability shall apply regardless of whether such liability is based on breach of contract, tort (including without limitation negligence), strict liability, or otherwise. 1.9 Service Provider agrees to keep confidential the identity of the Clinics to which Service Provider is referred or introduced by Scheduled Relief and all the information about the Clinic provided to Service Provider for review during the evaluation process and agrees not to make any copies of such information unless Service Provider enters into an agreement to provide Services to a Clinic. 1.10 Service Provider has and shall maintain veterinary professional liability insurance (applicable only for veterinarians) during the term of this Agreement in an amount of at least $100,000 per claim. Service Provider shall provide Scheduled Relief with proof of such insurance upon request and upon renewal of said insurance policy. 2. Term 2.1 Unless terminated earlier as provided below, the term of this Agreement shall commence on the Effective Date and continue until one of the parties provides notice to the other party of its intent to cancel this Agreement. Any such notice shall be provided at least ten (10) days prior to the intended cancellation date. Notwithstanding the foregoing, Scheduled Relief reserves the right to terminate this Agreement immediately at any time in the event it determines, in its sole discretion, that the Service Provider is not competent to perform the Services, or if Service Provider has breached this Agreement or any part thereof. 3. Liability and Disclaimers 3.1 Service Provider acknowledges that Service Provider is solely responsible for Service Provider s actions. Service Provider is not an employee, agent, contractor, or subcontractor of Scheduled Relief and Scheduled Relief assumes no liability for any act or omission of Service Provider either prior to or after a Clinic engages Service Provider. Page 4 of 10
3.2 Service Provider acknowledges that Scheduled Relief s role is limited to supplying Clinics with Service Provider s name and information specified in Section 1.2 for a Clinic s consideration. Service Provider is solely responsible for all decisions to provide services to a Clinic. Scheduled Relief makes no representation or guaranty that a Clinic will offer to engage Service Provider. 3.3 Service Provider understands there is no charge to Service Provider for adding Service Provider to Scheduled Relief s list of available Veterinary Service Providers and providing Service Provider s name to Clinics requesting a Veterinary Service Provider. 3.4 Service Provider acknowledges that Clinics are solely responsible for Clinic s actions and the actions of their employees, contractors and agents. Scheduled Relief assumes no liability for any act or omission of a Clinic either prior to or after a Clinic engages Service Provider. 3.5 Service Provider acknowledges and agrees that although Scheduled Relief may assist in the referral or introduction of Service Provider to a Clinic, Scheduled Relief cannot predict a Clinic s suitability. Service Provider further acknowledges and agrees that Scheduled Relief does not guarantee payment by a Clinic, and any collection of such payment is exclusively the responsibility of the Service Provider. Only Service Provider can assess whether Service Provider should perform services for a Clinic. 3.6 Servicer Provider understands that in connection with a request from a Clinic, Scheduled Relief will post such available shifts on its website (as described more fully in the attached Services & Procedures description). Scheduled Relief makes no representations or guarantees to Service Provider that the Service Provider will be selected to fill any shift. Accordingly, Service Provider agrees that Scheduled Relief shall not be liable for the failure of Service Provider to be selected to fill any shift by a Clinic, for any reason. 3.7 Service Provider hereby unconditionally releases and agrees to hold Scheduled Relief and Scheduled Relief s Affiliates harmless from any act of nonfeasance, misfeasance, or malfeasance by a Clinic, including, but not limited to, acts of negligence, gross negligence, misconduct (intentional and non-intentional), breach of contract, fraud, misrepresentation, personal injury, property damage, libel, and/or slander by a Clinic. Further, Service Provider will not hold Scheduled Relief and Scheduled Relief s Affiliates liable for any claim which Service Provider may have against a Clinic. 3.8 Service Provider shall fully indemnify and hold Scheduled Relief and Scheduled Relief s Affiliates harmless from any and all claims, demands, losses, liabilities, damages, costs or expenses (including legal fees) arising from this Agreement or any actions, inactions, misrepresentations, fraud, breach of contract, nonfeasance, misfeasance, or malfeasance by Service Provider, including, but not limited to, any personal injury, property damage, negligence, gross negligence, misconduct (intentional and non-intentional), breach of contract, fraud, misrepresentation, libel and/or slander Page 5 of 10
claims, except where the same are solely a result of the gross negligence of Scheduled Relief or its employees, recruiters or representatives. 3.9 Except as otherwise set forth herein, neither party shall be liable for any indirect, incidental, special or consequential damages, whether in an action in contract or tort (including negligence and strict liability) resulting from any performance or any failure to perform under this Agreement including, but not limited to, loss of anticipated profits or benefits, even if the party has been advised of the possibility of such damages. 3.10 In no event shall Scheduled Relief and/or Scheduled Relief s Affiliates liability to Service Provider under this Agreement exceed the amount of one thousand dollars ($1,000). The foregoing disclaimer of liability shall apply regardless of whether such liability is based on breach of contract, tort (including without limitation negligence), strict liability, or otherwise. 3.11 The provisions of Section 1.7, Section 1.8, and Sections 3.1 through 3.10 shall apply regardless of whether such liability is based on breach of contract, tort (including without limitation negligence), strict liability, or otherwise and even if Service Provider s remedies fail of their essential purpose. If applicable law limits the application of the provisions of Section 17, Section 1.8, and Sections 3.1 through 3.10, Scheduled Relief and/or Scheduled Relief s Affiliates liability will be limited to the maximum extent permissible. 4. Miscellaneous 4.1 This Agreement contains the entire agreement between Scheduled Relief and Service Provider. No statements, promises, or inducements made by either party or agent of either party that is not contained in writing in this Agreement shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing and signed by all parties. 4.2 Should any part, term, or provision of this Agreement be held by a court to be illegal or in conflict with any applicable law, the validity of the remaining terms of this Agreement shall not be altered, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain said part, term, or provision. 4.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. The parties agree that a substantial part of the performance under this Agreement shall take place in Colorado, and that the federal and state courts located in the State of Colorado shall have subject matter jurisdiction to entertain any action brought to enforce or collect upon this Agreement and, by execution hereof, each party voluntarily submits to personal jurisdiction of, and venue in, such courts. Page 6 of 10
4.4 Except as otherwise provided herein, this Agreement shall be binding only upon the parties hereto and shall not include any third party, nor shall Scheduled Relief be party to any agreement entered into between Service Provider and a Clinic. 4.5 Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. 4.6 This Agreement is not assignable by Service Provider without the prior written consent of Scheduled Relief. Any attempted or actual assignment of all or part of this Agreement not permitted hereunder shall be void. Except as provided above, this Agreement shall be binding on, and inure to the benefit of, the heirs, successors and permitted assigns of the parties to this Agreement. 4.7 The losing party shall pay all reasonable attorneys fees and any other costs and/or expenses incurred by the prevailing party in connection with the enforcement of the terms of this Agreement. 4.8 Each waiver or excuse shall be independent of all other. Therefore, if a term or provision is waived or breach is excused, that waiver or excuse shall not waive any other term or provision or excuse any other breach. 4.9 Neither party shall be liable to the other for any delay or inability to perform its obligations under this Agreement or otherwise if such delay or inability arises from any cause or causes beyond the reasonable control of the party to be charged including but not limited to, labor disputes, strikes and other labor or industrial disturbances, delays or defaults caused by public carriers, acts of God, accident, unusually severe weather, floods, fire, storm, lightning, utility or communication failures, earthquakes, war, riots, embargoes, blockages, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, judicial action by a third party, the death, injury or illness of key personnel, and acts, omissions or defaults of third parties. In the event of such a delay or inability to perform, the time for performance shall be extended for a period of time equal to the length of the delay or inability to perform encountered by the party to be charged. 4.10 Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the second (2nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, (b) the fifth (5th) business day following the date of mailing if sent by first class U.S. mail, postage prepaid, or (c) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the first page hereto. A party may change its address for notice by providing notice in accordance with this Section 33. 4.11 The provisions of Sections 1.4, 1.6 through 1.9, 3.1 through 3.11, and 4.1 through 4.13 shall survive any termination of this Agreement. Page 7 of 10
4.12 The parties hereto warrant and represent that the terms and conditions of this Agreement have been approved by all necessary corporate or limited liability company action and the person signing this Agreement on behalf of such entities is fully authorized to execute same on each party s behalf. 4.13 This Agreement may be executed by electronic or facsimile signature in one or more counterparts, each of which when executed and delivered shall be an original and all of which shall together constitute one and the same instrument. [Signature Page Follows] Page 8 of 10
SERVICES & PROCEDURES This is the current procedure for use of Scheduled Relief services, and is made part of the Placement Agreement. This description of Services & Procedures may be changed at any time by Scheduled Relief, and any such changes will be provided to the Service Provider and/or posted on Scheduled Relief s website, and will govern all transactions between Service Provider and Scheduled Relief thereafter. In connection with a request for services from a Clinic, Scheduled Relief will publish shifts available to Service Providers through the Scheduled Relief website. Service Providers will have the opportunity to submit a bid for the available shift(s), and will acknowledge that the Clinic may receive multiple bids for a single shift. The Clinic may confirm the submitted bids based on the information provided to the Clinic through Scheduled Relief. The Clinic may accept any such bid(s) by so indicating on the website. Page 9 of 10
SIGNATURES IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, effective as of the date and year first above written. SERVICE PROVIDER: Signature: Date: Print Name: Print Title: SCHEDULED RELIEF, LLC Signature: Date: Print Name: Print Title: Casara Andre Manager Page 10 of 10