INDEPENDENT CONTRACTOR AGREEMENT

February 23, 2024

 

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement (hereinafter “Agreement”) is made and entered into on the [INSERT DATE] between XXXXCOUNSELING (hereinafter “Client”), having its principal address at [INSERT ADDRESS] and YYYY (hereinafter “Consultant”), having its principal address at [INSERT ADDRESS] also individually referred to as a “Party” and collectively referred to as the “Parties.”

 

 

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

 

 

  1. SCOPE OF SERVICES
  2. The Client retains the Consultant, and the Consultant agrees to perform for the Client , certain services set forth in Exhibit A to this Agreement. The Client may also choose to add Exhibit B, Exhibit C, and/or Clause A to this Agreement, and will make such intentions known by signing these terms and conditions where they appear at the end of the document.

 

  1. In the event that this Agreement is found with no markings on Exhibit B and/or Exhibit C, and/or Clause A, they are to be disregarded, and the Agreement shall be followed only by the exhibits and clauses that have been marked as agreeable by the Parties.

 

  1. COMPENSATION

 

  1. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Client (as determined by the Client ), the Client shall provide the Consultant , as full and complete compensation the sum of ___________, to be paid at the completion of the Services.

 

  1. The Consultant is not entitled to receive any other compensation or any benefits from the Client except as otherwise required by law.

 

  1. The Client shall not withhold any sums or payments made to the Consultant for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the Consultant’s responsibility.

 

  1. The Consultant further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.
  2. The timing and method of payment to the Consultant shall be selected by the Client from the list below. In all cases, it will be the responsibility of the Consultant to ensure the Client has the most up to date banking information/shipping address.

 

  1. Paper Check – Upon receipt of the weeks’ completed claims and the Invoice from the Consultant, the Client shall have 48 business hours to prepare, send, and post mark an envelope to  the Consultant with the agreed upon payment amount, with the addition of a $25 convenience fee.

 

  1. Cash – Upon receipt of the weeks’ completed claims and the Invoice from the Consultant the Client shall have 48 business hours to prepare, send, and post mark an envelope to the Consultant with the agreed upon payment amount, with the addition of a $25 convenience fee and a $10 Insurance fee.
  2. ACH Transaction – Upon receipt of the weeks’ completed claims and the Invoice from the Consultant the Client shall have 24 business hours to initiate the transfer of funds, then send a confirmation of the transaction.
  3. Zelle/Chase QuickPay/CashApp/Venmo – Upon receipt of the weeks’ completed claims and the Invoice from the Consultant the Client shall have 24 business hours to initiate the transfer of funds, then send a confirmation of the transaction.

 

  • NONDISCLOSURE
  1. The Consultant understands that, in connection with its engagement with the Client , it may receive, produce, or otherwise be exposed to the Client’s trade secrets, business, proprietary and/or technical information, including, without limitation to, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by  the Client , and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by the Consultant under this Agreement), in addition to all information  the Client receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).

 

  1. The Consultant acknowledges that the Confidential Information is the Client’s sole, exclusive and extremely valuable property. Accordingly, the Consultant agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without the Client’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to the Client’s employees and the Consultant’s Employees who need to know such Confidential Information in order to perform the Services.

 

  1. The Consultant shall require such Employees to execute a non-disclosure agreement satisfactory to the Consultant before such Employee is exposed to any Confidential Information.

 

  1. Upon termination or expiration of this Agreement for any reason, the Consultant agrees to cease using and to return to the Client all whole and partial copies and derivatives of the Confidential Information, whether in the Consultant’s possession or under the Consultant’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all the Consultant’s Employees.

 

  1. The Consultant shall not disclose or otherwise make available to the Client in any manner any confidential and proprietary information received by the Consultant from third parties.

 

  1. The Consultant warrants that her performance of all the terms of this Agreement does not and will not breach any agreement entered into by the Consultant with any other party.

 

  1. INDEMNIFICATION / RELEASE

The Consultant agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harm less the Client , its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Consultant or any of the Consultant’s Employee in the performance or failure to fulfill any Services or obligations under this Agreement.

  1. TERMINATION

 

This Agreement shall be effective on the date hereof and shall continue until an event such as the one outlined in Section 7 Subsection A occurs, or until terminated by either Party upon fourteen (14) business days written notice.

 

  1. INDEPENDENT CONTRACTOR

 

  1. The Client and the Consultant expressly agree and understand that the Consultant is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement.

 

  1. Accordingly, the Consultant acknowledges that the Consultant and her Employees are not eligible for any of the Client’s benefits, including, but not limited to, health insurance, retirement plans or stock option plans.

 

  1. The Consultant is not the agent of the Client and is not authorized and shall not have the power or authority to bind the Client or incur any liability or obligation, or act on behalf of the Client .

 

  • At no time shall the Consultant represent that it is an agent of the Client , or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the Client .

 

  1. The Consultant is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. The Consultant shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

 

  • GENERAL PROVISIONS

 

  1. This Agreement does not create an obligation on the Client to continue to retain the Consultant beyond this Agreement’s termination.

 

  1. This Agreement may not be changed unless: (1) mutually agreed upon in writing by THE Parties ; OR (2) The Consultant gives a two (2) weeks’ notice of an updated Agreement  made to replace this Agreement , at which time the Client  shall have the option to either resign with the new Agreement , or terminate.

 

  1. The Consultant hereby agrees that any breach of Section 3 by the Consultant will cause irreparable harm to the Client and that in the event of such breach or threatened breach, the Client shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of the Consultant’s obligations hereunder.

 

  • The Parties hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.

 

  1. This Agreement contains the entire agreement between the Parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either Party.

 

  1. All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to either Party  at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either Party may later specify by written notice to the other.

 

  • SIGNER RESPONSIBILITY

 

  1. The Consultant shall not bill for people they do not have information on. The Client shall provide a completed and accurate patient profile to enable the Consultant bill for that particular patient.

 

  1. Incomplete or inaccurate patient information may lead to incomplete or inaccurate billing. The Consultant shall not be held responsible for incomplete/ inaccurate billing due to incomplete/inaccurate information provided to them by the Client.

 

  1. When an issue arises that brings an error to the attention of the Consultant , they will contact the practitioner and/or patient based on the signed contract. Other than this outlined situation, it is the responsibility of the Client to make sure the patients keep their records up to date.

 

  • The Consultant shall be responsible for sending invoices and contacting patients based on the client contract that the client signed with the Client .

 

  1. If the Client wishes to seek legal action in pursuit of outstanding debt, the Client shall take over the client relationship/contact.  The Consultant is not a lawyer, or legal representative, and will not be participating in/responsible for any legal action taken against the clients of the Client.

 

  1. The Consultant  shall only work with the information as it is given. If information is not given by the Client  within the agreed upon time, the Client  shall allow one ( 1)  business day to process. The Consultant  shall not be held responsible for problems stemming from late claims due to delays in the information being sent from the Client to the Consultant .

 

  1. It is the responsibility of the Client to contact the Consultant with any changes that would affect the Consultant’s work, such as, but not limited to; accepting new clients, changing rates of service, being contracted with new insurance companies, staffing changes, etc. Upon notification, the Client shall advise on whether the change is covered by this Agreement , or if there is a need for an updated Agreement  that addresses these changes.

 

  1. In order to provide Services, the Consultant shall need information from the Client . All formatted documents and forms will be provided by the Consultant unless otherwise specified in the space provided below. Three (3) forms will need to be approved and completed by the Client before the contracted services can be rendered. (ALL of the following will be kept in a manner in accordance with HIPAA regulations, and will not be shared with anyone who is not outlined in this Agreement).

Client Profiles – This will be where all information regarding clients will be kept by the Consultant , and will include, but not be limited to; personal/contact information, Insurance information, ICD 10 codes, CMS codes, schedules, payment information, etc.

  1. Outstanding Payments – This is a spreadsheet that is designed to help keep track of outstanding payments owed by patients (NOT insurance), this spreadsheet will be updated once a week by the Consultant in order to keep the Client apprised of where all of their payments are.
  2. Weekly Billing Grid – This spreadsheet is designed to track all appointments that need to be billed for. The Client shall fill out this document with all the appointments they would like the Consultant to submit for billing for this week. It is the Client’s responsibility to ensure the information provided in this form is complete and accurate to the best of their knowledge.

 

Unless otherwise stated/agreed upon, it is the responsibility of the Client to charge their patients. These charges include, but are not limited to, copayments, uncovered services, late/no show fees, etc. For copayments that are charged as a percent of allowed charges, [INSERT WHO WILL SUBMIT]will submit the estimated copay in addition to the weekly billing grid.IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the dates set forth below.

 

CONSULTANT: XXXX      CLIENT – KKKK

 

 

 

By:
Client Rep Print and Signature Name:
 

Title:

 

Consultant Print and Signature

 

Witness Print and Signature

 

 

 

 

EXHIBIT ASCOPE OF SERVICES

 

The Client hereby retains the Consultant , and the Consultant hereby agrees to perform for the Client , certain services, including, but not limited to the following:

 

  1. By using logs of clients information given to the Consultant by the Client outlined in Section 8 Subsection d, as well as a weekly report detailing the claims that need to be completed for the week, the Consultant shall use the information provided to bill insurance companies on behalf of the Client and the services  the Client provided to their clients.

 

  1. Upon the completion and submission of the contracted claims by the Consultant , a receipt of the weeks’ completed claims and an Invoice for services rendered will be sent tothe Client , who will then follow through with the agreed upon method of payment as outlined in Section 2 Subsection C. Once the insurance company sends the Explanation of benefits/rejection summary/claim payment, etc., the Consultant shall record/deposit payments, confirm copay amounts as needed, and fix/resubmit rejected claims as needed. If the Agreement  with the Client is needed for claim clarification before resubmission,  the Consultant  shall wait on the Client’s response before resubmission of claims.

 

 

Payment Selection ___________________________ Initials ___________ Date___________

 

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the dates set forth below.

CONSULTANT : XXXX         CLIENT  – CCCC

 

 

By:
Signature Name:
Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B (Optional)

 

The Client hereby retains the Consultant , and the Consultant hereby agrees to perform for the Client , certain services, including, but not limited to the following:

 

  1. Using the information provided materials as outlined in Exhibit B, may submit a list of backdated claims they would like to be submitted.

 

  1. Upon receipt of this list, the Consultant shall send an estimated completion time for the claims to be processed and sent to Insurance/Payor bythe Consultant .

 

  • Payment will be structured as follows; the Consultant shall take BLANK% of the total profit of each backdated claim. Payment for services will be due  from [INSERT] upon payment of backdated claims by insurance/payor.

 

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the dates set forth below.

CONSULTANT: Zara Rose Soliday            CLIENT – Bridgeway Counseling

 

 

By:
Signature Name:
Title:

 

 

 

 

 

EXHIBIT C (Optional)

 

If agreed upon by the Parties, all actions outlined in Section 8 sub section F shall  be taken over by the Consultant instead of the Client .The Client  shall be responsible for providing all relative billing information to the Consultant .

 

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the dates set forth below.

CONSULTANT: Zara Rose Soliday            CLIENT – Bridgeway Counseling

 

 

By:
Signature Name:
Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clause A (Optional)

 

Due to the nature of HIPAA and the confidentiality of the information shared in this professional relationship, and as outlined in Sections 3 and 4, only people who have been outlined in this document will have access to the Client’s information that is being held/managed by the Consultant . Therefore, in the future, there may be a situation where, in the event of a personal emergency (such as, but not limited to; hospitalization, missing persons, or death) the Consultant will not be able to respond in the usual manner. The Consultant has selected a person who, in case of these events, will act as custodian of this secure information to ensure that the Client  is not locked out of its  billing functions, and is apprised of any inability to provide Services. This agreed upon person will ONLY act in the event of an emergency, and will be following a strict protocol set forth by the Consultant. The individual will sign a limited NDA that will be kept by the Parties. Should the Client agree to this clause, they now and forever waive any right to legal action against the Consultant that is in connection to the medical/personal event that initiated this clause, or legal action against the individual tasked with the situational custodianship.

 

 

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the dates set forth below.

CONSULTANT Zara Rose Soliday           CLIENT – Bridgeway Counseling

 

By:
Signature Name:
Title:

 

 

 

 

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