This Contractor Agreement (hereinafter “Agreement”) is made between CHIROFIT Chiropractic Group, L.L.C. (COMPANY), an Arizona Corporation (dba CHIROFIT), with a principle business mailing address of 3655 W Anthem Way Ste A-109 #272 (hereinafter “CHIROFIT”), and CONTRACTOR, collectively referred to as “The Parties.” Effective date .
Whereas, the CONTRACTOR operates a fully staffed and equipped chiropractic office.
Whereas, the CHIROFIT operates a chiropractic practice with multiple locations where its patients receive various services including chiropractic & medical services.
1.Term of Agreement. This Agreement will become effective when signed by both parties and shall continue for a period of one (1) year. All provisions of this Agreement shall apply to all services and all periods of time in which CONTRACTOR renders services for CHIROFIT. Upon expiration of the initial term, or any subsequent term, this Agreement will continue for additional one (1) year terms, unless either party gives written notice of non-renewal or cancellation to the other party not less than thirty (30) days notice.
2. Terminating the Agreement. For any cause, CHIROFIT may terminate this Agreement immediately by giving written notice of termination to CONTRACTOR. For purposes of this Agreement, termination does not require any cause or explanation from either party as long as thirty (30) days notice is given. CONTRACTOR has right to terminate agreement with a thirty (30) day notice to CHIROFIT. Patients remain under the CHIROFIT practice and arrangements will be made either with CONTRACTOR to finish care or transfer as to not induce patient abandonment issue. All service fees owed to CONTRACTOR shall be paid out as patients cases settle at future dates.
3. Services to be Performed. CONTRACTOR agrees to perform for CHIROFIT chiropractic services, patient documentation and transfer of documentation within seven (7) days of patient service date or by Friday at end of each week, whichever comes first. If CONTRACTOR fails to transfer documentation within the period mentioned above, CHIROFIT reserves the right to withhold or penalize future service fees owed to CONTRACTOR.
4. CONTRACTOR Obligations. CONTRACTOR, agrees to fully abide by the following obligations:
5. HIPPA. CHIROFIT is a “ Chiropractic Practice,” as that term is defined in the HIPPA Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164, Subparts A and E (the “Privacy Rules”), and, as such, must comply with the privacy rules.
6. Independent CONTRACTOR Status. The parties agree that CONTRACTOR is an independent CONTRACTOR, and that neither CONTRACTOR nor CONTRACTOR’s employees or contract personnel are, or shall be deemed to be, employees of CHIROFIT.
7. CONTRACTOR Obligations & Acknowledgments. CONTRACTOR acknowledges and agrees, with regard to the services performed during the life of this Agreement, to the following obligations:
8. Permits and Licenses. CONTRACTOR declares that:
9. State and Federal Taxes. CHIROFIT will not (a) withhold FICA (Social Security and Medicare taxes) from CONTRACTOR’s payments or make FICA payments on CONTRACTOR’s behalf, or (b) make state or federal unemployment compensation contributions on CONTRACTOR’s behalf, or withhold state or federal income tax from CONTRACTOR’s payments. CONTRACTOR shall pay all taxes incurred while performing services under this Agreement, including all applicable income taxes and, if CONTRACTOR is not a CHIROFIT, self-employment (Social Security) taxes. On demand, CONTRACTOR shall provide CHIROFIT with proof that such payments have been made. CONTRACTOR will be issued a 1099.
10. Fringe Benefits. CONTRACTOR understands that neither CONTRACTOR nor CONTRACTOR’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of CHIROFIT.
11. Workers' Compensation. CHIROFIT shall not obtain workers' compensation insurance on behalf of CONTRACTOR or CONTRACTOR’s employees. If CONTRACTOR hires employees to perform any work under this Agreement, CONTRACTOR will cover them with workers' compensation insurance and provide CHIROFIT with a certificate of workers' compensation insurance before the employees begin work.
12. Unemployment Compensation. CHIROFIT shall make no state or federal unemployment compensation payments on behalf of CONTRACTOR or CONTRACTOR’s employees or contract personnel. CONTRACTOR will not be entitled to these benefits in connection with work performed under this Agreement. If a CONTRACTOR files a petition for and receives unemployment compensation, the total amount of unemployment compensation awarded to and received by CONTRACTOR shall be deducted from and be an offset against the amount of compensation due and payable to CONTRACTOR by CHIROFIT under this Agreement.
13. Insurance. CONTRACTOR, as an independent CONTRACTOR, agrees to indemnify, defend, and hold harmless CHIROFIT from any and all liability arising out of or in any way related to CONTRACTOR’s performance of services during the term of this Agreement, including any liability resulting from intentional or reckless acts or the acts of the employees or agents of CONTRACTOR.
14. Rights & Obligations After Termination. Upon termination of this Agreement, CONTRACTOR's rights and obligations shall be as follows:
15. Entire Agreement. This contains the entire Agreement between The Parties with respect to the subject matter and shall supersede any and all prior communications, representations, agreements, and/or undertakings, verbal, between The Parties with respect to the subject matter.
16. Modifying the Agreement. This Agreement may be modified only by a writing signed by both parties.
17. Confidentiality. CONTRACTOR will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of CHIROFIT without CHIROFIT’s prior written permission except to the extent necessary to perform services on CHIROFIT’s behalf. Proprietary or confidential information includes, but is not limited to, the following:
18. Noncompetition, Noninterference, and Confidentiality. CONTRACTOR agrees that during the term of this Agreement CONTRACTOR shall not:
19. Marketing And Promotion. CHIROFIT has sole and complete ownership, control and authority over the use of the name CHIROFIT and any logo associated with same. CONTRACTOR agrees that he/she will not use the name CHIROFIT or CHIROFIT's logo(s), image or likeness in any advertising, promotion, marketing, publicity, press release, on labels, or in any other media (written, oral or electronic) displayed or distributed to the public without Scott Stamp's prior written approval. CONTRACTOR further agrees that any such approved use shall be CONTRACTOR's expense. Marketing and promotion means use of the name CHIROFIT or its logo(s) or likeness for any purpose including, but not limited to, any advertising, promotion, marketing, publicity, press release, on labels, or in any other media (written, oral or electronic) displayed or distributed to the public.
20. Reasonableness. CONTRACTOR acknowledges and agrees that CONTRACTOR has weighed all the facts, conditions, and circumstances pertaining to this Agreement, has been afforded an opportunity to consult with counsel of its choice concerning this Agreement and its legal effect, and acknowledges that all of the provisions of this Agreement are reasonable. CONTRACTOR shall not contest the validity of any provision of this Agreement and waives any and all rights that Service Provider may have to bring any claim, action, or suit or to raise any defense regarding the validity and reasonableness of this Agreement or any of its provisions.
21. Force Majeure. If either party is prevented or delayed in the performance of any of its obligations under this Agreement due to Force Majeure (defined below), that party will provide written notice to the other party specifying the nature and expected duration of the Force Majeure. The performance of the party invoking Force Majeure with respect to any obligation will be excused and the time for performance extended, but only for the period of delay or inability to perform due to Force Majeure. If the total of any period of delay or inability to perform due to Force Majeure asserted by either party during the Term equals or exceeds 30 consecutive days, the other party will have the right, at its option, to either terminate this Agreement by written notice or to continue to excuse the first party’s performance for the period of any delay or inability to perform due to Force Majeure. As used in this Agreement, “Force Majeure” shall mean any act of God, fire, casualty, flood, war, strike, lockout, labor trouble, or any other circumstances beyond the reasonable control of the party asserting it that prevents or delays the performance of any of its obligations under this Agreement.
22. Applicable Law. This Agreement will be governed by the laws of the State of Arizona.
23. Cost of Enforcement. Each party shall pay all costs and expenses, including reasonable attorney fees, incurred by the other party in enforcing the provisions of this Agreement or in recovering any claims or damages arising from a breach of this Agreement if the other party is successful in its action.
24. Notices. All notices or other communications required or permitted to be given to a party to this Agreement shall be in writing and shall be (a) personally delivered; (b) sent by registered or certified mail, postage prepaid, return receipt requested; or (c) sent by an overnight express courier service that provides written confirmation of delivery to CHIROFIT at 3655 W Anthem Way Ste A-109 #272 Anthem, AZ 85086 and to CONTRACTOR at the address shown below under CONTRACTOR’s signature. Each such notice or other communication shall be deemed given, delivered, and received on its actual receipt, except that if it is mailed in accordance with this paragraph, then it shall be deemed given, delivered, and received on the delivery date or the date on which delivery is refused by the addressee, in either case, in accordance with the U.S. Postal Service’s return receipt. Any party to this Agreement may give a notice of a change of its address to the other party(ies) to this Agreement.
25. No Partnership. This Agreement does not create a partnership relationship. CONTRACTOR does not have authority to enter into contracts on CHIROFIT’s behalf. Parties agree that they are completely separate entities and are not employers/employees, partners, joint ventures, or agents of the other in any sense whatsoever.
26. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision is invalid and unenforceable as written, that provision will be deemed modified in a manner consistent with the intent of the original provision, so as to make it valid and enforceable. This Agreement, and the application of the provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable, shall not be affected.
27. Assignment and Delegation. CONTRACTOR may not assign or subcontract any rights or obligations under this Agreement without CHIROFIT’s prior written approval.