THIS AGREEMENT is made on the …………..day of……….20……., (“Effective date”)entered into by the Agency of ____________________________________address and the Supervising Physician of ________________________________________address (Agency and Supervising Physician collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
COMMENCEMENT AND DURATION
This Agreement shall be valid from the Effective date mentioned above for a period of one year.
The Supervising Physician shall provide supervision over Physician Extenders through the Agency at different facilities (the “Services”). Physician Extenders include Physician Assistants, Licensed Nurses, and Nurse Practitioners. These Services shall be provided at the contract sum defined below.
The Supervising Physician shall use reasonable good faith efforts in providing the Services.
For their services rendered, the Agency shall pay the Supervising Physician $_________________ which shall be due on ______________________.
Except as otherwise provided in this Agreement; The Supervising Physician will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Supervising Physician will work autonomously and not at the direction of the Agency. However, the Supervising Physician will be responsive to the reasonable needs and concerns of the Agency and obey the Agency’s rules.
For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose, and two years after termination of this Agreement, the Supervising Physician shall not interfere with the Agency’s relationship with or endeavor to entice away from the Agency, the Agency’s Clients or any person who had a material business relationship with the Agency in the duration of this Agreement such as the Physician Extenders.
A Supervising Physician shall indemnify the Agent from and against all claim, loss, and damage caused by them in connection with this Agreement, including court costs and attorney fees.
Except as otherwise provided in this Agreement; The Supervising Physician shall provide any resources necessary to deliver the services per the Agreement at the Supervising Physician’s own expense.
RELATIONSHIP OF THE PARTIES
The relationship of the Parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby. The Agency is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Supervising Physician during the term.
The Supervising Physician is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Supervising Physician under this Agreement. The Supervising Physician hereby agrees that it will not represent to any third party that its engagement by the Agency is in any capacity other than as an independent contractor.
All intellectual property belonging to the Agency shall be the Agency’s exclusive property. At the Agency’s discretion, the Supervising Physician may enjoy a non-exclusive, limited use license to the intellectual property.
The Supervising Physician shall not transfer or assign this Agreement without the Agency’s consent. However, the Agency may transfer or assign this Agreement or subcontract its obligations hereunder at any time without the Supervising Physician’s consent. If the Agency does so, anyone to whom the Agency transfers, assigns, or subcontracts any or all of its obligations will have all of the Agency’s rights with respect to such obligations.
This Agreement is nonexclusive, and the Agency may retain the services of any number of other Supervising Physicians.
RETURN OF THE PROPERTY
Upon the expiration or termination of this Agreement, the Supervising Physician will return to the Agency any property, documentation, records, or confidential information that is the Agency’s property.
Each Party hereto agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
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.
Parties agree to settle disputes herein through one of the following: (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
Either Party may terminate this Agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
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.
CHANGES TO THE AGREEMENT
Either Party may request changes to the Agreement, but they will only be effective if agreed in writing and signed by all Parties. If any ambiguity is found in the Agreement or various documents forming this Agreement, the Parties shall issue any necessary clarification or instruction.
All non-public, confidential or proprietary information of the Agency, disclosed by the Agency to the Supervising Physician, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in law or in advance by the Agency in writing.
Upon the Agency’s request, the Supervising Physician shall promptly return all documents and other confidential materials received from the Agency. The Agency shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Supervising Physician at the time of disclosure, or (c) rightfully obtained by the Supervising Physician on a non-confidential basis from a third party.
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.
The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
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.
This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of 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.
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.
Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the address stated herein or at such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
SUPERVISING PHYSICIAN ACKNOWLEDGEMENTS
The Supervising Physician acknowledges that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement.
In addition, the Supervising Physician acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Agency’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.
The Supervising Physician also acknowledges that they have entered into this Agreement with the capacity and authority to contract freely and voluntarily.
This agreement shall be governed in all respects by the laws of __________________without regard to its conflicts of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as of the day and year set forth below.
Signed by the duly authorized representative of the AGENCY Signature: Name: Designation: Date:………………………………………
Signed by the SUPERVISING PHYSICIAN
Signature : Name: Date:…………………………………………….……
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