AGREEMENT TO BE AN INDEPENDENT CONTRACTOR: As of
2020, Independent Contractor agrees to be contracted by ACCI and ACCI agrees to contract Independent Contractor, on the terms and conditions set forth below.
B. NONDISCLOSURE OF INFORMATION:
The Independent Contractor will not at any time, in any fashion, form or manner, divulge, disclose, or communicate any information concerning matters affecting or relating to ACCI, including wages or compensation, the names of any ACCI other contractors, contacts and/or customers, the prices ACCI charges/charged or any other information concerning ACCI (its manner of operation, its plans, processes or other data of any nature), without regard as to whether the information is deemed confidential, material or important.
Independent Contractor shall at all times negotiate its compensation directly with ACCI and Independent Contractor will be paid directly by ACCI only. Independent Contractor will not look to, discuss or accept any compensation from ACCI’s client(s). Independent Contractor understands and agrees that all compensation shall be made directly by ACCI. Independent Contractor will provide ACCI with a completed W-9 form for ACCI and a “void” bank account check for direct deposit into Independent Contractor’s bank account.
D. PROHIBITION AGAINST ENGAGING WITHOUT ACCI’s KNOWLEDGE:
During assignment to ACCI client, and for a period of twelve (12) months from the date of expiration or termination of Independent Contractor status from ACCI, Independent Contractor expressly agrees that it not directly own, operate, manage, contract with, volunteer, or be employed by any ACCI client (active or inactive), business associate, practice, clinic or healthcare facility, who is under contract with ACCI or was introduced to Independent Contractor by ACCI (the “Covered Entities”). A Covered Entity shall also include any transfer, assignment or sale of a Facility to a new owner or owners in which Contractor is working. Independent Contractor agrees to immediately inform ACCI in writing, of any employment with any Covered Entities. In the event that Independent Contractor is employed by any Covered Entities without Independent Contractor first contracting with ACCI, Independent Contractor agrees to pay ACCI a placement fee of $300.00 for each date (irrespective of the number of hours worked on that respective date) that Independent Contractor worked for such Covered Entity.
E. TERM OF CONTRACT:
This Agreement shall commence on the date first written hereinabove and shall continue in full-force and effect for a period of five (5) years or until either Party terminates this contract upon thirty (30) days written notice to any other Party. Upon termination of this Agreement, neither Party shall have any further obligation hereunder to the other, except for: (I) obligations accruing to the date of termination; and (II) obligations, covenants or promises contained in Sections “C” and “D” which shall extend beyond any such expiration or termination for a period of two (2) years. This provision does not exclude any right either Party may have to seek damages or any other remedy for any violation of the provisions of this Agreement.
F. WEEKLY TIME-SHEET:
Independent Contractor hereby Acknowledges and agrees that Independent Contractor is responsible for completing a time sheet for all hours worked at all facilities each week. The time sheet submitted must be signed both by Independent Contractor and the healthcare facility Owner or Manager’s signature on the time-sheet, where Independent Contractor has worked. It is not the responsibility of ACCI to obtain time sheets or signatures for the Independent Contractor. Independent Contractor understands and agrees that payment will be made for time worked, not for holidays, vacations or other non-working time periods. Independent Contractor understands and agrees that all time-sheets must be completed, signed and faxed or electronically scanned and emailed to ACCI no later than close of business on Friday for payment by ACCI to Independent Contractor, which will be made on the following week.
G. INDEPENDENT CONTRACTOR REPRESENTATIONS: A)
Independent Contractor agrees that if in the event Independent Contractor is unable or unwilling to perform its professional services to a Client/Facility introduced by ACCI, it will immediately notify the respective Client/Facility and also immediately notify ACCI, with each such notification being not less than 24-hours. Such notification will be in voice, text and email as necessary to make sure that the Client/Facility and ACCI are properly notified. Independent Contractor understands that this is a material consideration for ACCI’s Client/Facility as such Client/Facility has patients scheduled in advance that will all need to be called, rescheduled or seen by another healthcare professional. B) Independent Contractor agrees that no personal telephone calls will be made or received in the presence of any Client/Facility patients. C) Independent Contractor agrees to comply with all of ACCI’s Client’s office policies that apply to Independent Contractor healthcare professionals providing services at such Client/Facility. D) Independent Contractor represents and agrees to carry his/her own malpractice policy during all times that Independent Contractor is assigned to duties at any ACCI client.
H. ACCI REPRESENTATIONS:
ACCI represents that it shall make its best efforts to provide placement and staffing opportunities to Independent Contractor. ACCI makes no representation or warranty as to the suitability of any employment opportunity, environment, location, or practices of any client, facility, staff, clinic, or healthcare facility. ACCI shall not be held responsible for any practices, including any billing or services that are provided by any such client, facility, staff, clinic or healthcare facility and Independent Contractor agrees to perform its own due diligence prior to accepting any employment opportunity that may be presented or offered.
I. DRES’s CODE/CLIENT POLICIES & GUIDELINES:
Independent Contractor agrees to respect and abide by ACCI client’s office policy and guidelines, including but not limited to use of personal cellphone during office hours, professional attire maintaining the conservative image the client may want to maintain, including but not limited to, extreme hair, nails, makeup, body piercings or markings/tattoos, and provocative dress.
All disputes shall be resolved by binding arbitration by the American Arbitration Association before a single arbitrator. In the event that of a dispute, the successful Party shall be entitled to recover damages, legal fees, arbitration and court costs as may be allowed by law.
K. LEGAL REVIEW:
Each Party voluntarily enters into this agreement, and represents that it has consulted with independent counsel of their own choosing, or have elected, in their own judgment, to execute this agreement without such consultation. Each Party has read the entire agreement, has understood its terms, and understands the meaning and legal consequences in it.
L. PARTIES INDEPENDENT:
Each of the Parties to this agreement are currently and will remain totally independent of each other and come together only for commercial purposes and under the terms of this agreement to conduct commercial activity together under specified commercial terms and for mutual gain and benefit. Each Party is responsible for complying with the legal requirements of the laws of their state of conducting business. Each Party is independent and is responsible for their own expenses and the actions of their respective shareholders, directors, employees and third-party representatives. Independent Contractor shall be responsible for payment of its own taxes and expenses, including but not limited to any uniforms, scrubs, travel, insurances and other expenses and overhead. Independent Contractor agrees to waive any claim to Worker’s Compensation insurance from ACCI. Independent Contractor understands and agrees that s/he will not be participating in any benefit plan, policy of ACCI or it’s client(s) and Independent Contractor is not eligible for any such participation.
M. NO DISPARAGEMENT:
During the period of this Agreement, and for a period of 3-years after any expiration or termination, each Party agrees that it will not directly or indirectly disparage the other Party in any verbal or written communication to any third-party via any medium now known or hereafter developed including, but not limited to, social networking platforms and other electronic forums.
To the extent allowed by law, ACCI shall be held harmless and indemnified by Independent Contractor for any wrongdoing by Independent Contractor. Independent Contractor shall be held harmless and indemnified for any wrongdoing by ACCI.
Independent Contractor may not assign any of its rights or obligations under this Agreement. ACCI may assign or delegate or transfer any of its rights, duties or obligations under this Agreement .
b. Choice of Law;
Consent to Jurisdiction. This Agreement shall be construed, interpreted and enforced in Broward County Florida, accordance with the laws of the State of Florida.
c. Entire Agreement;
Amendment; Integration. This agreement contains the entire understanding of the Parties with respect to the subject matter herein and cannot be amended, modified or supplemented in any respect except by a written agreement signed by both Parties. This agreement supersedes all previous agreements between the Parties including but not limited to any verbal or written agreements with respect to the subject matter herein.
d. Notifications; Unless provided otherwise for in this Agreement, any notifications under this Agreement shall be delivered in person or by US Certified Mail.
e. Survival of Terms;
Those terms and provisions, which, by their terms, appear intended to extend beyond the initial term and any renewal terms shall survive termination of this agreement.
Each Party represents and warrants that it has the authority to execute and bind its respective entities to the terms and conditions herein.
Every provision of this agreement is intended to be severable. If any provision is deemed illegal or invalid, such illegality or invalidity shall not affect the enforceability of the remainder of this agreement and any essential term shall be modified to achieve the intent of the Parties.
This agreement may be executed in one or more counterparts. An electronically scanned and/or faxed signed agreement shall be as valid as if it were the original.
WITNESS WHEREOF, the Parties hereto have executed this agreement and is made effective as of the day and year first above written.
AGREED AND ACCEPTED: