Independent Contractor Agreement with Health Care Worker. Agreement made on the day of, 20, between (Contractor) of

Transcription

1 Independent Contractor Agreement with Health Care Worker Agreement made on the day of, 20, between (Contractor) of (street address, city, county, state, zip code), referred to herein as Contractor, and (Provider), a corporation organized and existing under the laws of the state of, with its principal office located at (street address, city, county, state, zip code), referred to herein as Provider. Whereas, Provider is a provider of certain healthcare services (Provider Services), including but not limited to vaccinations, screenings and health education, and uses the services of qualified independent healthcare professionals, including but not limited to registered nurses, licensed practical nurses, nurse assistants, medical assistants and phlebotomists to provide such services; and Whereas, Provider desires to engage Contractor to provide certain Provider Services to or on behalf of Provider's clients; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Engagement Contractor hereby agrees to provide the Provider Services and perform all obligations described in Section 2 of this Agreement, in conformance with and as more particularly described in the Provider Independent Contractor's Manual of Common Policies and Procedures (as the same may hereafter be revised, modified or amended from time to time, the Manual) and elsewhere in this Agreement. 2. Scope of Engagement During the term of this Agreement, Contractor's responsibilities shall include, but shall not be limited to, the following: A. Comply with and carry out all duties in conformance with the Provider policies and procedures contained herein and in the Manual. The Contractor hereby acknowledges that he/she has read and understands the Provider policies and procedures that apply to him/her set forth in the Manual including, but not limited to, those policies applicable to scheduling, shipping, payment, time sheets, attire, clinic reports, general

2 clinic and other procedures. The terms of the Manual are incorporated herein by this reference. B. Be sufficiently familiar with, so as to properly use, Provider paperwork including but not limited to education handouts, consent forms, clinic reports, sign-in sheets, time sheets and aggregate forms. C. Maintain at all times, at Contractor's sole cost and expense, the necessary and/or applicable licenses and/or certifications of Contractor's profession or as otherwise necessary to perform under this Agreement, and make proof of such certifications available for inspection by Provider upon request of Provider from time to time. D. Comply at all times, at Contractor's sole cost and expense, with any and all ethical requirements of the Contractor's profession and all federal, state and local laws, ordinances, regulations and rules relating to, governing or regulating the practice of Contractor's profession. E. Administer Provider Services as appropriate, based on Contractor's professional experience, education, certifications and/or licenses, during the term of this Agreement including, but not limited to, certain health screenings, education and other healthcare and wellness services as may be provided by Provider to its clients, at the direction of the Provider medical director. F. Perform Provider Services and such other services, including but not limited to supervisory, administrative and marketing services as are from time to time assigned by Provider. G. Obtain the appropriate informed consent from each individual receiving Provider Services. Written consent forms must be obtained prior to an individual's participation in certain Provider Services, including but not limited to immunizations, cholesterol screening and other blood tests, colorectal screening and health risk appraisals. H. Report any incidents in providing Provider Services immediately to Provider on clinic report forms and as indicated in the Manual, whether minor or major, including any clinic issues such as client or customer problems or disagreements, scheduling and/or staff problems, equipment problems, etc. I. Truthfully and accurately maintain and preserve such records and make, on a timely basis, such reports as Provider may from time to time require. J. Fully account for all monies and other property of Provider of which Contractor may from time to time have custody and deliver same to Provider whenever and however directed.

3 K. Maintain in strict confidence all client and customer information, including but not limited to, client and customer names, locations, numbers of shots administered and individual participants' results. L. Perform all Provider Services in a highly professional manner. The Contractor represents and warrants that he/she has never been terminated from previous employment or other engagement as a result of theft, misconduct, excessive tardiness or failure to follow the employer's or contractor's policies/procedures. M. Comply with all other policies/procedures applicable to the specific Provider Service Contractor agrees to provide throughout the term of this Agreement. The Contractor will receive additional policies/procedures applicable to specific Provider Services after the commencement of this Agreement as Contractor agrees to provide additional Provider Services not previously provided by Contractor. All policies/procedures are hereby incorporated into this Agreement and Contractor is bound to comply with all such policies/procedures upon Contractor's receipt of them. 3. Term of Engagement The initial term of this Agreement shall be one year, commencing on (date). Upon the expiration of the initial term, this Agreement shall be automatically renewed for successive one-year terms unless otherwise terminated by Provider or Contractor as provided for herein. 4. Fees and Expenses In consideration of this engagement, Provider shall pay Contractor a fee on a per diem basis, as more particularly set forth in the Manual. The amounts set forth in the Manual include applicable reimbursements for time spent marketing, training, traveling, preparing for and running clinics. Accordingly, no additional expenses shall be reimbursed unless pre-approved by Provider in writing. 5. Insurance and Indemnification During the term of this Agreement, Contractor shall procure and maintain professional liability insurance in the amount of at least $1,000,000 per occurrence, $3,000,000 aggregate in connection with the Provider Services to be performed by him/her hereunder. The Contractor shall provide Provider with a copy of the Certificate of Insurance evidencing the existence of such coverage upon request from time to time by Provider. Each party shall indemnify and hold the other harmless from and against any and all liability including fines, claims, demands, suits or actions of any kind or nature arising by reason of the indemnifying party's acts or omissions in the course of performing its obligations under the terms of this Agreement. 6. Benefits Because Contractor will be providing independent professional healthcare services to Provider's clients as an independent contractor and not as an employee of Provider, he/she shall not be entitled to participate in any benefit program (i.e., health insurance, sick days, vacation days, etc.) which Provider may, from time to time,

4 establish and maintain for the benefit of its employees. The Contractor hereby releases and relinquishes any claim that he/she may now or may hereinafter have and forever discharges Provider from any obligation to him/her in connection with any employee benefit program established or maintained by Provider on behalf of its employees. 7. Employment Taxes The parties acknowledge and agree that Contractor shall be providing independent professional healthcare services to Provider's clients as an independent contractor and not as an employee. Accordingly, Provider shall have no responsibility for the collection or payment of any federal, state or local payroll tax in connection with any fees paid to Contractor pursuant to this Agreement. The Contractor shall be responsible for any and all federal, state or local employment or other taxes incurred in connection with any fees paid to him/her in connection with this engagement. The Contractor further agrees to indemnify and hold Provider harmless from and against any and all liability, cost or expense incurred by Provider, including reasonable attorneys fees, in connection with any income or employment taxes, penalties or interest, tax audit, re-determination, appeal or litigation arising out of any fees paid by Provider to Contractor in connection with this engagement. 8. Independent Contractor The parties acknowledge and agree that Contractor shall be at all times hereunder an independent contractor and not an employee of Provider, recognizing that Contractor is and shall be engaged in an independent healthcare profession, which may be subject to licensing requirements. Provider shall have no direct control over the methods or means by which Contractor shall perform the Provider Services hereunder, and at all times during this engagement, Contractor shall exercise his/her own independent professional judgment in connection with the performance of his/her Provider Services under this Agreement. 9. Termination Either party may terminate this Agreement without cause upon thirty days prior written notice to the other party. Provider shall have the right to terminate this engagement at any time, upon written notice to Contractor, upon any breach of this Agreement which is not cured by Contractor within ten (10) days after written notice of such breach is sent to him/her. This Agreement shall terminate automatically and without notice upon: A. The death of Contractor; B. Any loss of Contractor's necessary and/or applicable license(s) and/or certification(s); and/or C. A determination by Provider, in its sole opinion, that Contractor poses a threat to Provider personnel, professional contractors, Provider clients or others presenting themselves for healthcare services.

5 10. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of. 12. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 14. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

6 WITNESS our signatures as of the day and date first above stated. Provider Contractor By (Name and Office in Corporation)