INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into as of this , by and between REMEDY I.V. INFUSIONS LLC, a limited liability company organized and existing under the laws of the State of Florida (hereinafter referred to as “Remedy”) and , a registered NURSE/ARNP/EMT duly licensed as a NURSE/ARNP/EMT in the State of Florida (hereinafter referred to as “Contractor”).
Remedy seeks to hire Contractor as a NURSE/ARNP/EMT and independent contractor, and Contractor seeks to work for Remedy as a NURSE/ARNP/EMT and independent contractor. The parties desire to enter into this Agreement to set forth the terms and conditions by which Contractor will provide services for Remedy.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, and of other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Independent Contractor. Remedy agrees to hire Contractor as an independent contractor to perform healthcare services for Remedy, and Contractor agrees to perform healthcare services as an independent contractor on behalf of Remedy. Contractor acknowledges she is being hired as an independent contractor and not as an employee of Remedy, and therefore will be responsible to pay her applicable taxes and other withholdings. Nothing in this agreement shall be construed as an employment contract.
2. Term. Contractor shall begin performing services for Remedy in accordance with the terms and provisions of this Agreement on (the “Effective Date”).
3. Duties of Contractor. Contractor is contracted to provide I.V. infusions and other healthcare services and assistance as directed by Remedy. Contractor shall perform such services on behalf of Remedy on a part-time schedule to be determined based on the availability of Contractor and the needs of Remedy. Contractor’s schedule shall be reviewed and determined on a weekly basis, and Contractor may work hours outside of such weekly-determined schedule with mutual consent by Remedy. Contractor will devote his/her best efforts, knowledge, and skill to the performance of his or her duties under this Agreement and the care of the patients. Subject to applicable Federal and State law and the professional canons or rules of ethics for Contractors licensed in Florida, Contractor agrees that:
a. Contractor shall be responsible to perform nursing services for those patients assigned to him or her in accordance with all local, State and Federal law, and with the care required of such properly licensed nurses in the State of Florida.
b. Contractor shall not provide any services that are considered to be outside of his/her licensure.
c. Contractor shall faithfully adhere to all professional ethics and customs, and avoid all acts, habits, and usages which might injure in any way, directly or indirectly, the professional reputation of Remedy, its owners, officers/directors, other Contractors or employees, or harm Remedy’s existing or potential relationship with any existing or potential patients, referring third parties, facilities, employees or contractors, and shall follow and abide by all Federal, State, and local ordinances and laws relating to or regulating the practice of nursing.
d. While providing services to Remedy’s patients, it is expected Contractor will devote Contractor’s full, entire, and undivided professional attention to the care of Remedy’s patients. Nothing in this provision shall preclude Contractor from participating in gainful employment elsewhere, however, while providing services to Remedy, Contractor shall give his or her full professional attention to the patients for whom he or she performs services.
e. During the course of his or her relationship with Remedy, Contractor may learn of Remedy’s Confidential Information or Confidential Information entrusted to Remedy by other persons, corporations, or firms (the “Remedy Contacts”). “Confidential Information” includes, but is not limited to, trade secrets, proprietary data, patient information, treatment methods, methodologies, processes, protocols, research and development, marketing and financial information, optometry information and concepts, data relating to the general business operations of Remedy, including but not limited to, billing information, fee schedules, revenues, expenses, profits, organization, patient and referral lists, pricing methods and structure. Confidential Information shall not include information that is generally available to the public. Contractor agrees not to disclose any Confidential Information to any person, business entity, partnership, agent, or firm without Remedy’s prior written consent, except in connection with performing Contractor’s duties hereunder, or otherwise in furtherance of Remedy’s business interests, as required by law or as necessary for purposes of professional licensing, credentialing and/or disciplinary action(s) involving Contractor.
Contractor agrees not to reproduce in any manner any of Remedy’s Confidential Information or any Confidential Information of Remedy Contacts without Remedy’s prior written consent. Contractor further agrees not to make use of such Confidential Information except in the course of his or her employment with Remedy. Contractor understands and agrees that his or her confidentiality obligations under this Section 4.e. shall continue both during his or her employment with Remedy and after termination of this Agreement.
f. Upon termination of this Agreement for any reason, Contractor agrees to deliver to Remedy all of Remedy’s property, protocols, records, clinical pathways, Confidential Information and other documents (without retaining copies), including but not limited to all property and data (however stored) which pertain to Remedy’s Confidential Information or Confidential Information of Remedy Contacts (whether prepared by Contractor or others) and also to return to Remedy any instruments, equipment, devices or other personal property owned by Remedy or Remedy Contacts and in Contractor’s possession or control. Contractor agrees that the above documents, data, devices and other personal property are the exclusive property of Remedy or Remedy’s Contacts and shall not be copied or removed from Remedy premises except in the pursuit of the business of Remedy.
Contractor shall not be permitted to retain copies of any such information set forth in thisSection.
g. Contractor understands Remedy may have contracts with third party payors, insurers, managed care companies, hospitals, and other facilities, and due to these relationships Remedy has been required to implement policies, schedules, procedures, and standards that include but are not limited to documentation and recordkeeping requirements, compliance plans, a “call” policy, and other requirements. Contractor has agreed to abide by those policies, schedules, procedures, requirements and standards.
5. Fees, Billings and Collections. Remedy will set the fees to be charged to patients based onthe care determined by Remedy to be necessary. Remedy will provide all billing and collectionservices for the treatment rendered by Contractor. All sums paid by any patient or third-partypayer in the way of fees, salaries or otherwise for services rendered by Contractor shall be andremain the property of Remedy.
6. Representations, Warranties, and Limitations on Authority of Contractor.
a. Contractor represents and warrants to Remedy that:
(i) Contractor is a duly licensed NURSE/ARNP/EMT who is eligible to provide healthcare services in the State of Florida and he or she will maintain that licensure during the term of this Agreement;(ii) Contractor has, and will maintain during the term of this Agreement, all credentials necessary for Contractor to perform healthcare services in such settings as may be designated from time to time by Remedy;(iii) Contractor, to the best of his or her knowledge, is not currently under investigation by any licensing authority, accrediting body, regulatory agency, or professional society; is not currently the subject of a complaint to any licensing authority, accrediting body, regulatory agency, or professional society; and is not currently charged with any misconduct or currently a party to any lawsuits involving his or her optometry practice, except as previously disclosed in writing to Remedy by Contractor;(iv) Contractor has not been excluded from participation in any federal health care program or disbarred from any State or Federal procurement programs;(v) Contractor is not subject to a partnership, shareholder, non-competition, non-solicitation, employment agreement or professional services agreement with any other entity, hospital, facility, employer, professional corporation or LLC, or to any other agreements under the terms of which Contractor may be prohibited from fulfilling the duties in this Agreement, and Contractor may begin working with Remedy as of the Effective Date; and(vi) Contractor has not been suspended or removed from any managed care panel or from the staff of any hospital or other health care facility; Contractor has never had any privileges at any hospital or health care facility suspended or revoked; and Contractor has never been denied privileges at any hospital or health care facility nor been prevented from participating in any managed care panel.
b. Contractor shall have no apparent or implied authority to:(i) Pledge the credit of Remedy;(ii)Bind Remedy under any contract, agreement, note, mortgage, or otherwise;(iii)Release or discharge any debt due Remedy except for routine write-offs;(iv)Sell, mortgage, transfer, or otherwise dispose of any assets of Remedy; or(vi)Individually contract with any patient or customer of Remedy for any matter relating toservices provided by Remedy.
7. Compensation. Subject to the limitations and conditions of the Agreement, Contractor, during the term of the Agreement, agrees to compensated as set forth in Exhibit A attached hereto and incorporated herein by reference, and as the same may be amended from time to time. As an independent contractor, Contractor shall be responsible for paying all customary taxes and other withholding's required under applicable federal and state law.
8. Fringe Benefits. Because Contractor is an independent contractor Remedy is providing only those benefits negotiated and set forth in this Agreement and will not be providing additional benefits that are not included in this Agreement.
10. Working Facilities. Remedy will provide Contractor with orders and prescriptions, and such specialized instruments, supplies, equipment and support necessary for Contractor to provide his or her services.
11. Liability Insurance. Contractor understands and agrees that prior to and during the time in which Contractor is providing the Professional Services, Remedy agrees to honor and include the contractor under the protection of the Arbitration agreement that is signed by every client prior to IV infusion therapy.
12. Termination.a. This Agreement shall terminate immediately upon the Contractor’s death.b. Remedy may terminate this Agreement at any time immediately for Cause. For purposes of this Agreement, “Cause” shall mean:
(i) Any restrictions or limitations imposed by any governmental authority having jurisdiction over Contractor to such an extent that Contractor cannot legally engage in the professional practice for which he or she is employed, as finally determined on appeal, if any;
(ii) Contractor fails or refuses to faithfully and diligently perform the usual and customary duties of his or her practice with Remedy and/or adhere to the provisions of this Agreement;
(iii) Contractor becomes legally disqualified to render professional services as a Contractor in the State of Florida or dispense prescription medications;
(iv) Contractor is barred from participation in any federal health care program, or cannot satisfy the credentialing requirements of any payor with which Remedy contracts;
(v) Contractor conducts himself or herself in an unprofessional, unethical, or fraudulent manner or is found guilty of unprofessional or unethical conduct by any board, institution, organization or professional society having any privilege or right to pass upon the conduct of Contractor resulting in the loss, suspension, restriction, or failure to obtain licensure, as finally determined on appeal, if any, or engages in conduct that discredits Remedy or is detrimental to the professional reputation, character, and standing of Remedy or any of its other Contractors or employees;
(vi) Failure by the Contractor to provide adequate patient care, or otherwise places the safety of a patient in jeopardy;
(vii)The Contractor’s disability, which is defined for purposes of this Agreement as a physical or mental impairment that is expected to end in death or to last for at least 12 months and that causes the inability to engage in the essential functions of his or her duties under this Agreement with or without reasonable accommodation.
Such termination of this Agreement shall be effective immediately upon the delivery of written notice thereof from Remedy to the Contractor (or the Contractor’s estate) or at such later time as may be designated in such notice. Contractor shall immediately vacate the offices of Remedy.
c. Either party may terminate this Agreement without cause at any time upon thirty (30) days’ written notice to the other party. In either case, Remedy has the option of requesting that the Contractor not provide any services during all or any part of the notice period, provided that during any portion of such notice period which Contractor is requested by Remedy not to work, Remedy shall continue to pay Contractor compensation during the notice period in accordance with the provisions of Exhibit A.
13. Medical Records. All medical records of patients seen by Contractor while providing services under this Agreement are the exclusive property of Remedy. Upon termination of this Agreement, Contractor shall bring current all medical records and reports for which Contractor was responsible prior to termination. Contractor further agrees that upon termination of this Agreement, all medical records shall remain with Remedy.
14. Notice of Certain Occurrences. Contractor shall provide written notice to Remedy as soon as practicable after the occurrence of any of the following events:
a. any of the events described in Section 12(b);
b. any event that would cause Contractor to be unable to make the representations and warranties in Section 6(a) hereof as of the date of such event; or
c. Contractor’s license to provide nursing services in any jurisdiction is suspended,revoked, or otherwise restricted.
15. Applicable Law, Binding Effect and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and shall inure to the benefit of and be binding upon the parties hereto and their heirs, personal representatives, executors, successors and permitted assigns. This Agreement constitutes the entire agreement between the parties and contains all of the agreements between the parties with respect to the subject matter hereof and supersedes any and all other agreements, either oral or in writing, between Contractor and Remedy with respect to the subject matter hereof, including without limitation any prior employment agreements between Contractor and Remedy. The venue for any civil litigation between the parties hereto arising out of or resulting from this Agreement is Lee County, Florida.
16. Miscellaneous.a. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, discussions and understanding, whether oral or written.b. The separate provisions of this Agreement are deemed by the parties to be severable, and the invalidity or unenforceability of a particular provision of this Agreement shall not affect the validity or enforceability of any other provisions. If any provision of this Agreement shall be deemed invalid, then notwithstanding such invalidity, that provision shall be deemed valid to the fullest extent permitted by law.c. Any notice, request, or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if hand delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid to the last known address of his primary residence in the case of Contractor, or to its principal office in the case of Remedy:
Remedy I.V. Infusions LLC2726 Oak Ridge Court, Unit 504Fort Myers, Florida 33901
With Courtesy Copy to:Aloia, Roland, Lubell & Morgan, PLLCc/o Jack C. Morgan III, Esq.2222 Second StreetFort Myers, FL 33901
d. No change, modification, revocation or waiver of this Agreement or any provision of this Agreement shall be valid unless the same is in writing and signed by Contractor and Remedy.
e. The waiver by either party hereto of any of the terms and conditions hereof or any breach of any provision of this Agreement shall not operate or be construed as a general waiver of any such terms and conditions or permit a subsequent breach by any party.
f. The parties intend that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing, Remedy shall have no liability for any taxes, penalties or interest payable by Contractor on account of the Agreement not complying with Section 409A, including but not limited to any liability to make a gross-up payment.
g. This Agreement may not be assigned by Contractor without written consent from Remedy. Remedy may assign this Agreement to its successors or affiliates without notice to, or consent from, Contractor.
h. Contractor agrees that if Remedy shall incur any legal expenses, including attorney's fees and court costs, in connection with the enforcement of this Agreement or any provisions herein, the party at fault shall pay for all such legal expenses and such amount shall be due in full upon demand for payment by Remedy.
i. Any terms and conditions of this Agreement that by their nature extend beyond the term or expiration of this Agreement shall survive the termination or expiration of this Agreement.
j. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic transmission, and any such facsimile or electronically transmitted execution shall constitute acounterpart of this Agreement.
k. Use in this Agreement of words of any gender also refers to any other gender.
BASIC COMPENSATION STRUCTURE
In exchange for Contractor’s services, Remedy shall compensate Contractor as follows: ($20) per I.V. Infusion per paramedic. ($30) per IV Infusion per nurse per encounter both in or out of the lounge. If encounter is a concierge/mobile service, ($20) Twenty Dollars per trip fee will be paid. $3/hr to be on call for mobile service. Performance bonus at the end of the month based on point system as per as described in the Hydration Specialist Program and Agreement.
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IN WITNESS WHEREOF, Remedy has caused this Agreement to be executed by its duly authorized officer with the express authority of its Board, and Contractor has hereunto set hisor her hand and seal on the day and year first above written.
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Document Name: INDEPENDENT CONTRACTOR AGREEMENT
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