Professional Services Agreement
This Professional Services Agreement (the “Agreement”) is
entered into as on______________between USMDDirect.Inc. (Client) and
____________________ (“Physician /Consultant”)
AGREEMENT
_For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows.
PROFESSIONAL SERVICES:
Physician/ Consultant shall perform the services for USMDDirect.com (Client) in
a good and workman like manner.
NATURE OF RELATIONSHIP:
It is specifically agreed between the parties herein that
the relation intended to be created herein is not that of employer and employee but that
of independent contractors.
PAYMENT FOR SERVICES:
USMDDirect.com will collect the fees for services provided by
Physician/Consultant via PayPal / credit card. The fund will be transferred to
physician pay pal account at the end of consultation. USMDDirect.com will
charge 20% for overhead and services provided to physician.
Physician/Consultant acknowledges and agrees that it shall be the obligation of
physician/ consultant to report as income all compensation received __ pursuant
to this agreement and to make the proper tax withholding from compensation paid
to Physician/Consultant for the services performed
pursuant to this agreement.
PROFESSIONAL LIABILITY:
Physician shall maintain adequate professional liability insurance at all times
but in any event will be personally responsible for any and all claims of
whatever nature which may arise from his/her actions while performing services
for the client.. Physician should maintain his/her
active Medical licensee where services are performed. Failure by the physician/
consultant to comply with the provisions of this paragraph to maintain coverage
and license shall constitute a material breach under this agreement which shall
be terminable by client by verbal notice on discovery by it of any such breach.
.
SOLICITATION:
During the term of this agreement and for a period of three year after the
termination of this agreement, Physician/Consultant shall not (3) Solicit
business from or perform any medical services for any patient introduced to
him/her by USMDDirect.com. .
Physician warrants that the answers to the questions below
are accurate and correct and any incorrect response provided shall at the
option of client be just grounds for termination of this Agreement. HEALTH
STATUS:
Do you suffer from any medical, substance abuse, or other health problem that
interferes with your ability to performed services.
( ) YES ( ) NO
PROFESSIONAL HISTORY:
A. have your clinical privileges and /or staff membership at any health care
facility ever been denied, revoked, suspended, not renewed, surrendered
following notice of investigation or disciplinary action or otherwise acted
against, either voluntarily or involuntarily?
( ) YES ( ) NO
B. Has any medical or professional organization, any
licensing agency, state, district, territorial possession, or country, ever
denied you membership or renewal , revoked your membership, taken action
against you, accepted your voluntary or involuntary relinquishment of
professional licensure or DEA registration, or disciplined you in any
way?
( ) YES ( ) NO
C. Have you ever been convicted of any felony, or any criminal
offense which relates to the practice of medicine?
( ) YES ( ) NO
INDEMNIFICATION:
Physician/ Consultant shall indemnify and hold harmless USMDDirect.Inc
(Client), its directors and employees, against all loss, settlement, costs or
expenses (including legal fees), as may be incurred from or arising out of any breach of this
Agreement by Physician/consultant.
COMMENCEMENT AND TERMINATION:
This Agreement shall commence on the date first written above and shall
continue until terminated as follows:
Either party may terminate the Agreement in the event of a
breach by the other party if such breach continues uncured for a period of
thirty (30) days after written notice, or upon written notice to the other
party if either party is adjudicated bankrupt or files a voluntary petition of
bankruptcy. On any material breach the agreement shall terminate forthwith.
In the event of a non-material breach either party may
terminate this Agreement by giving one (1) week written r notice.
BINDING ARBITRATION:
In the event a dispute of any kind or nature arises under this Agreement, or
any matters related to this Agreement, shall be resolved by binding arbitration
and the party , wishing arbitration
shall give the other party of its intention to arbitrate such dispute
and apply to the American Arbitration Association to have the dispute
arbitrated by a single arbitrator
pursuant to the rules under the
Commercial Arbitration Rules of the American Arbitration Association. . Such
arbitrator shall be appointed in accordance with the rules and procedures of
the American Arbitration Association. The party demanding arbitration shall
forward the fees for the arbitration proceedings. However, the arbitration fee
shall be paid or reimbursed by the non-prevailing party, as determined by the
arbitrator, who shall also award appropriate attorney's fees and costs to the
prevailing party. Notwithstanding the foregoing, in the event that either party
has a right to injunctive relief under the express terms of this Agreement,
then such party shall have the right to commence a legal action in any court of
competent jurisdiction in the State of California to enforce such right of injunction,. Such
arbitration shall be binding without recourse to the courts of law unless
otherwise provided herein.
GENERAL:
(a) Assignment. Neither party shall assign the Agreement or their respective
rights and obligations under this Agreement without the prior written consent
of the other party.
(b) Governing Law; Severability. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. If any
provision of this Agreement is for any reason found by a court of competent
jurisdiction to be unenforceable, the remainder of this Agreement shall
continue in full force and effect.
(c) Complete Understanding Modification. This Agreement
constitutes the full and complete understanding and Agreement of the parties
hereto and supersedes all prior understandings and agreements. Any waiver,
modification or amendment of any provision of this Agreement shall be effective
only in writing and signed by the parties thereto.
(d) Waiver. The failure of either party to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement by the other party shall not be deemed a waiver of that term,
covenant or condition.
(e) Incorporation by Reference. Any exhibits referred to
within this Agreement shall be considered as incorporated into, and part of,
this Agreement.
(f) Notices. Any notices required or permitted hereunder
shall be given to the appropriate party at the address specified above or at
such other address as the party shall specify in writing and shall be by
personal delivery, facsimile transmission or certified or registered mail. Such
notice shall be deemed given upon personal delivery to the appropriate address
or upon receipt of electronic transmission or, if sent by certified or
registered mail, three days after the date of the mailing.
IN WITNESS WHEREOF, the parties have executed this
Agreement, effective as of the date and year first
written above.
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Physician/Consultant
USMD Direct Inc.
__________________