PROFESSIONAL SERVICES INDEPENDENT CONTRACT AGREEMENT

PROFESSIONAL SERVICES INDEPENDENT CONTRACT AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is dated this ______ day of _____, _____ by and between;

CLIENT                                              AND                                        CONTRACTOR                                                         

_________________________________                                         ______________________________

 (the “Client”)                                                                                            (the “Contractor”)

Client and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

BACKGROUND

1. The Client is of the opinion that the Contractor has the necessary qualifications and resources to provide the Services (a term defined below) to the Client.

• The Contractor is agreeable to providing such Services to the Client on the terms and conditions set out in this agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor agree as follows:

1. SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to provide the Client with: Hospital Admission Medication Management: To Create a Hospital Admission Medication Reconciliation Form (SNF/REHAB INITIATED ADMISSION) hereafter the “Services”.

The Client shall first make full payments. After full payment is received, the Client will sign the Agreement and promptly contact the Contractor and not later than 12 hours of the patient being admitted to the hospital.

All client identifying information other than name, DOB, address or hospital location is to be covered prior to fax or email.

If the Contractor calls the Client to discuss or obtain information, the Contractor must provide and will need the Sage Rx ID, they will also need the DOB and name. If the Client calls to discuss patient information, they also will have to provide those three pieces of ID at the start of call.

The Client’s representative will provide the medical and medication information requested by the Contractor necessary to create an accurate, up to date Admission Medication Reconciliation List. The Client is also to fax or email to the Contractor a copy of the patient’s Medication Administration Record (MAR) before or immediately after the initial phone contact for review and clarification purposes.

Once the Contractor has the said information, and the Hospital Admission Medication Reconciliation Form is generated, the completed document will be faxed to the Client’s representative that provided the information upon which the form was completed.

In the event that the information on the form is correct, the Client’s representative will sign the document indicating its receipt and serve as a confirmation that the information provided is correct and represents the most recent medication history for the patient. This will then be faxed or email back to the Contractor.

The Contractor will fax or email the SageRX ID Admission Form along with the signed copy of the Hospital Admission Medication Reconciliation Form to the hospital and briefly have a review with a hospital representative (Nurse, PA or Physician only). Both documents are to be placed in the patient’s chart.

The hospital’s representative will sign the document and fax or email it back to the Contractor indicating its receipt and that the entries were understood. Once the hospital is in possession of the Admission Medication Reconciliation List, and contractor has all signed documents, the contracted service shall be deemed delivered, the contract complete, and the patient’s medication management has been safely handed off or transitioned to the next set of care providers.

• TERM OF AGREEMENT

The term of this agreement (the “Term”) will begin on the date of this agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this agreement. The term may be extended with the written consent of the Parties.

• PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this agreement take effect. The Client must make and return calls, provide assistance, requested information and documents in a timely manner in order for the Contractor to meet their obligations herein. The Clients shall return documents with their signature that require such signature.

• CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US dollars payable via _______________________________________.

• PAYMENT

The Contractor will charge the Client a flat fee of _______ for the Services (the “Payment”).

The payment shall be made via:

☐Credit card,

☐Debit card,

☐eCheck

☐Money order

☐Other                       

The Client will receive an invoice once the Services is selected. The bill or total amount due is to be paid in full at this time. A receipt will be sent to the Client via email.

CANCELLATION POLICY FOR SERVICE: The only circumstance in which a full refund will be granted is if the patient expires or is discharged within 12 hours of payment being made AND PRIOR to the Contractor being contacted by the Client to begin the Services. No other refunds will be issued. In the event that the said refunds are issued, they shall only be in rare circumstances and solely at the discretion of the Contractor. In the event that this agreement is terminated by the Client within the allotted cancellation period, all funds will be returned to the Client within 30-45 days. There will be a $40.00 fee for returned or declined payments.

The compensation as stated in this agreement does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the compensation.

• REIMBURSEMENT OF EXPENSES

On rare occasions, the Contractor may need to be reimbursed for reasonable and necessary expenses incurred by the Contractor in connection with providing Services.

All expenses must be pre-approved by the Client.

• CONFIDENTIALITY

Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as necessary to provide the Services authorized by the Client or as required by law. The obligations of confidentiality will apply during the term and will survive indefinitely upon termination of this agreement.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this agreement or how it was provided to the Contractor. This Section does not apply to information that is: (a) in the public domain; (b) known to Contractor at the time of disclosure, or (c) rightfully obtained by Contractor on a non-confidential basis from a third party.

• RETURN OF PROPERTY

Upon the expiry or termination of this agreement, the Contractor will return to the Client (OR DESTROY) any documentation, records, or Confidential Information which is the property of the Client.

• CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

1. RIGHT OF SUBSTITUTION

The Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this agreement but the Client will not hire or engage any third parties to assist with the provision of their obligations.

In the event that the Contractor hires a sub-contractor, the Contractor will pay the sub-contractor for its Services, and the Compensation will remain payable by the Client to the Contractor. For the purposes of the indemnification clause of this agreement, the sub-contractor is an agent of the Contractor.                                           

Except as otherwise provided in the agreement, the Contractor will have full control over working time, methods, and decision making in relation to the provision of the Services in accordance with the agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

Parties agree to settle disputes under this agreement through Negotiation. If Negotiation shall fail then the Parties shall result to Mediation then binding Arbitration should Mediation also fail.

In any action under this agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

Either Party may terminate this agreement at any time and for any cause and subject to the cancellation policy. The termination of this agreement shall not discharge the liabilities accumulated by either Party. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.

Any amendment or modification of this agreement or additional obligation assumed by either Party in connection with this agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

It is agreed that there is no representation, warranty, collateral agreement, or condition affecting the agreement except as expressly provided in this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

This agreement will be governed by and construed in accordance with the laws of North Carolina without regard to its conflict of law provisions.

In the event that any of the provisions of this agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this agreement.

Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

The Parties shall be served through the following addresses (including email), in writing and where applicable, delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, and either Party may change the below addressees by reasonable notice in writing given to the other Party.        

THE CLIENT: ________________________________________________________________________

THE CONTRACTOR: __________________________________________________________________

The Parties have duly affixed their signatures on this _____________day of ________________, _______.