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INDEPENDENT CONTRACTOR AGREEMENT
BETWEEN _______________________________ AND __________________________________
This agreement made and entered in this _____ day of _______________, 19___, by and between the parties,
__________________________ (hereinafter “Contractor”) and ____________________
RECITALS
Whereas, ______ wishes to allow the services of contractor as an independent contractor to perform chiropractic
services at _________________________________________________________, and
Whereas, the parties wish to reduce the terms of the Independent Contractor Agreement to writing.
Now, Therefore, the parties agree as follows:
1.
RELATIONSHIP OF THE PARTIES. CONTRACTOR shall become an independent contractor of
________ to perform chiropractic services at _______________________________________, within the
__________ facility.
2.
PURPOSE OF AGREEMENT. CONTRACTOR shall be entitled to continue to establish and maintain
his own professional practice and treat his own patients within the facilities of ________. For all such
CONTRACTOR patients, CONTRACTOR may establish and charge at his own professional rates. CONTRACTOR
shall, from time to time as referred or requested by ______, diagnose and treat ________ patients who are assigned
to CONTRACTOR. For any such professional services and other related services performed by CONTRACTOR at
______’s request, CONTRACTOR shall be entitled to bill for such professional services to patient at his own
professional rates. These billings and collections therefore shall be collected in the same fashion as
CONTRACTOR’S other patients and billings referenced herein.
3.
It is agreed that, in the performance of services under this agreement, CONTRACTOR shall at all times act
as an independent contractor with respect to ______ and not as an employee or agent of _____. Nothing contained in
this Agreement shall be construed to create a joint venture, partnership, association or other affiliation between the
parties, it being specifically agreed that the relationship is and shall remain that of independent parties to a
contractual relationship as set forth in this Agreement.
4.
______ shall neither have nor exercise any specific control or direction over the particular methods by
which CONTRACTOR shall perform the professional services required by this agreement, except as otherwise set
forth in Paragraph 5 and 6 concerning professional standards. CONTRACTOR shall not have any claim under this
Agreement or otherwise against ______ for retirement benefits, Social Security, worker’s compensation,
professional malpractice or unemployment insurance benefits of any kind. CONTRACTOR shall not be treated as
an employee of ______ for Federal, State or local tax purposes. ______ shall not withhold, on CONTRACTOR’S
behalf, any sums for income tax, unemployment insurance, Social Security or any other withholding pursuant to any
law or requirement of any governmental body. All of the payments, withholding and benefits, if any, are
CONTRACTOR’S sole responsibility. CONTRACTOR shall indemnify and hold ______ harmless from any and all
loss or liability, including reasonable attorney fees, penalties and interest, arising from his failure to make these
payments, withholdings or benefits, if any. If the Internal Revenue Service or any other governmental agency should
question or challenge CONTRACTOR’S independent contractor status, ______ shall, at its own expense, have the
right to participate in any discussion or negotiation occurring within any agency or agencies regardless of with
whom these discussions or negotiations are initiated.
5.
CONTRACTOR shall, during the terms of this Agreement with respect to his professional services
(whether such services are being performed with his own patients or _____ patients), perform such diagnosis and
treatment of said patients assigned to him and/or performed by him to the best of his ability and in accordance with
the standards, rules and regulations of the Michigan Board of Chiropractic Examiners.
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6.
TERM OF THIS AGREEMENT. This Agreement shall become effective as of ______________, 20___,
and shall continue until terminated by either party upon sixty (60) days’ written notice with or without cause or
reason. Despite the indefinite duration of this Agreement, the terms of compensation and reimbursement, as set forth
hereafter, shall not be modified during the first six (6) months of this Agreement. Following the completing of the
first six (6) months of this
Agreement, the parties may review the relationship and negotiate any changes.
Notwithstanding the foregoing, ______ and CONTRACTOR shall have the absolute right to terminate this
Agreement immediately and without prior written notice in the event:
(a)
______ or CONTRACTOR loses proper licensing in the practice of chiropractic within the State
of Michigan,
(b)
______ or CONTRACTOR is convicted of a felony or other crime involving moral turpitude,
(c)
______ or CONTRACTOR fails to conform their professional performance to the standard of
quality, ethical standards and minimum requirements of good practice as defined by the Michigan
Board of Chiropractic Examiners or intentionally commits any act that substantially interferes
with and/or impairs their proper performance of their responsibilities hereunder or impairs the
reputation standing or otherwise adversely affects ______ or CONTRACTOR with their patients
or the community at large.
(d)
There is evidence of fraud, dishonesty or other misconduct by _____ or CONTRACTOR in the
performance of their professional duties and responsibilities or with regard to any conduct
adversely affecting ______ or CONTRACTOR’S professional practice or business premises,
(e)
CONTRACTOR fails or refuses to faithfully or diligently fulfill the provisions of the Agreement
or fails or refuses to comply with the office policies, standards or regulations that are established
or implemented from time to time,
(f)
of CONTRACTOR’S death,
(g)
of discontinuance of the business of CONTRACTOR,
(h)
CONTRACTOR becomes ill or disabled in the sole determination of ______ to the extent that
CONTRACTOR cannot perform obligations as set forth in this Agreement for a continual thirty
(30) days or more,
(i)
______ or CONTRACTOR becomes ineligible for or otherwise ceases to maintain insurance
coverage against claims for professional malpractice as set forth herein,
(j)
CONTRACTOR, in _____’s sole determination, willfully or recklessly disregards the well-being,
safety or professional care of patients.
7.
COMPENSATION/REIMBURSEMENT.
A.
PROCEDURES/RESPONSIBILITIES. The parties agree that ______ shall, directly or through
an agent of ______’s choosing, bill and collect, in CONTRACTOR’S name (including
CONTRACTOR’S Federal identification number), all fees for professional services rendered by
CONTRACTOR. To the extent that CONTRACTOR has any specific billing instructions that do
not conflict with ______’s billing practices or procedures and that do not cause ______ to incur
any additional expenses, ______’s office shall attempt to follow CONTRACTOR’S special
requests. Nothing in this Paragraph, however, shall provide ______ with the right to determine
CONTRACTOR’S fee schedule, which shall remain CONTRACTOR’S sole right. Such right to
bill and collect CONTRACTOR’S fees is deemed right of ______ in order to monitor and protect
the amount of consideration ______ shall receive under this Agreement, however, his service is
not deemed substantial consideration for CONTRACTOR to enter into this Agreement, rather,
same is an incidental service being performed for ______’s benefit. As such, ______’s
responsibility shall be limited to receiving route slips provided by CONTRACTOR and inputting
such information into ______’s computer or tracking and billings, as necessary, on behalf of
CONTRACTOR. Upon receipt of any payments due CONTRACTOR, ______ shall record receipt
of same and promptly prepare a deposit slip if requested by CONTRACTOR and turn all such
payments over to CONTRACTOR.
CONTRACTOR further agrees to cooperate with any and all procedures reasonable or necessary
to enable ______ or its agents to carry out the billing and collection of CONTRACTOR fees.
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CONTRACTOR shall have reasonable access during established business hours to
CONTRACTOR’S billing, files and other records related to the services billed by ______ for
CONTRACTOR. CONTRACTOR shall not, however, have any right or entitlement to change,
modify or alter billing records without ______’s express consent, which consent shall not be
unreasonably withheld.
______ shall not have any liability or responsibility concerning collection of any unpaid
CONTRACTOR accounts, except to rebill same on a monthly basis consistent with ______’s own
billing procedures. ______ shall not have any liability or responsibilities for initiating collection
activities through any third party collection agency nor shall ______ have any liability or
responsibility to take legal action concerning collection of CONTRACTOR accounts.
CONTRACTOR, with respect to all billing and collection activities and procedures, shall release
and hold ______ and its agents, employees and persons acting on its/their behalf, harmless from
any and all liabilities arising out of errors or mistakes in the billings and collection process, except
for intentional acts of fraud. In the event mistakes or errors are made, ______ shall attempt to
correct same provided such errors or mistakes are attributable to ______.
B.
Amount and Method of Payment. CONTRACTOR shall pay to ______, as consideration for the
benefit and use of ______’s facilities and staff, the following:
(1)
CONTRACTOR shall pay the sum of 60% of the first $3,000 in monthly collections on
or before ______________, 20__, 50% of the following from $3,001 to $7,999, and 40% of the
total monthly collections over $8,000 thereafter.
The monthly payments to ______ shall be made on the first (1st) business day of each month.
Failure by CONTRACTOR to remit timely payment to ______ shall be deemed a default and
breach of this Agreement. In the event said default or breach continues for more than five (5)
calendar days, ______ shall be entitled to interest on the entire unpaid balance at the rate of ten
(10%) percent per annum, plus any additional costs and expenses including attorney fees, incurred
by ______, for collection of the unpaid amount.
8.
OFFICE FACILITIES, ASSISTANTS AND SUPPLIES. CONTRACTOR shall be entitled to the
reasonable use of the office adjusting rooms and shall be provided with the reasonable use of designated office
space. ______ shall, at its expense, provide all necessary utilities, telephone for business purposes, gas, electric,
heating/air conditioning, office receptionist, x-ray equipment and x-ray supplies. ______ shall, at its expense,
provide reasonable office staffing, including billing staff, back office staff and assistants, making same available to
CONTRACTOR to the extent reasonable necessary to operate the practice and in conformity with the staffing
provided to the other chiropractors at the location. This provision, however, shall not be a guarantee or in any
manner entitle CONTRACTOR to offsets or damages in the event any particular office staff member is unavailable
on any particular occasion or occasions.
9.
NUTRITION AND ORTHOPEDIC SUPPLIES. CONTRACTOR shall be solely responsible for
obtaining any and all necessary nutrition and orthopedic supplies for his patients, not normally stocked by ______.
Income derived from the sale of these supplies will not be considered part of total monthly collections and shall have
no relationship to, or be considered part of, the compensation and/or reimbursement provisions herein.
10.
PROFESSIONAL INSURANCE. CONTRACTOR shall be responsible for obtaining and maintaining his
own professional malpractice insurance policy with minimum limits of One Hundred Thousand ($100,000.00)
Dollars per person and Three Hundred Thousand ($300,000.00) Dollars per occurrence at his sole expense. Further,
CONTRACTOR shall provide written proof of said insurance and provide a copy of the applicable declaration
sheets on or before execution of this Agreement and shall at any time requested provide further copies of continuing
coverage.
CONTRACTOR shall provide and maintain on the premises at all times a current copy of all licenses and/or other
certification necessary to practice chiropractic in the State of Michigan.
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11.
RECORDS. CONTRACTOR agrees that all of CONTRACTOR’S patient records, whether administrative,
financial or chiropractic, including patients’ records, shall remain in the possession of ______ during the term of this
Agreement. Neither ______ nor CONTRACTOR shall remove or release these records to any third party or permit
any records to be removed or released without either the written consent of the patient in regard to patient’s personal
medical and chiropractic records or the written consent of both CONTRACTOR and ______ in regard to
administrative or financial records. In the event this Agreement is terminated for any reason whatsoever,
CONTRACTOR shall be entitled to the original medical chiropractic records of all of his patients. However, the
original administrative and financial records shall remain in the possession of ______. With respect to the medical
chiropractic records, ______ shall be entitled to copy all such original records prior to CONTRACTOR’S removal
of same from the business premises, which copying task shall be requires to occur on or before the conclusion of the
next business day following termination of this Agreement. Such copying by ______ shall be at its sole expense.
Likewise, CONTRACTOR shall be entitled to copies of all of his administrative and financial records relating to his
patients. Upon written request for same, ______ shall provide copies of same to CONTRACTOR on or before the
conclusion of the next business day following termination of Agreement. The costs of such photocopying shall be
incurred solely by CONTRACTOR.
12.
SIGNAGE. CONTRACTOR shall be entitled to post and/or utilize signage at _____________________ as
approved in writing by ______. ______ makes no representations, assurances or promises that CONTRACTOR
shall be entitled to any signage whatsoever, except limited signage on the window of the building adjacent to the
front entrance.
13.
ADVERTISING In the event that CONTRACTOR chooses to advertise by printed media, television,
radio, benches, posters, billboards, or any other means whatsoever, any such advertisement, if utilizing ______’s
telephone number or address, shall be subject to prior written approval of ______, which will not be unreasonably
withheld.
14.
ADDRESS AND TELEPHONE NUMBER. CONTRACTOR acknowledges and agrees that all telephone
numbers, name rights, except CONTRACTOR’S own personal and business name and his personal telephone
number (if separately obtained and paid for by CONTRACTOR) shall remain the property of and be deemed
proprietary property of _____. Upon termination of this Agreement, CONTRACTOR shall not in any manner
whatsoever cause ______’s telephone number or address to be changed, terminated, altered, or otherwise interfered
with.
15.
ON-SITE ASSISTANCE/ENTRY. CONTRACTOR shall not hire any employees nor contract with any
independent contractors to perform services at the business premises without prior written permission of ______.
CONTRACTOR shall not permit any third party to use, copy or borrow the key to the business premises without
the prior written permission of ______.
16.
WORK HOURS. CONTRACTOR shall, unless otherwise agreed to in writing, establish normal working
hours within the same normal working hours established by the balance of the professionals at ______. This
provision shall not prevent CONTRACTOR from making special arrangements on occasion to see patients outside
of the normal established office hours and shall not, in any manner whatsoever, dictate the number of hours or times
that CONTRACTOR must work. The purpose of this provision is to require CONTRACTOR to establish his office
hours during the same overall time periods that ______ is open for purposes of maintaining security and support
staffing.
17.
RESTRICTIVE COVENANTS. CONTRACTOR agrees that, during this Agreement’s term and for a
period of one (1) year following this Agreement’s termination for any reason, CONTRACTOR shall not, directly or
indirectly, alone or as an officer, director, employee, agent, shareholder, partner or fiduciary on his behalf or the
behalf of any other chiropractor or chiropractic entity, solicit professional services to current or former patients of
______. Further, in the event CONTRACTOR, without solicitation, provides professional services for a fee to
current or former patients of ______ during the period of this restriction and following termination of this
Agreement, ______ shall be entitled twenty-five (25%) percent of any collections received by CONTRACTOR as a
result of such professional services.
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______ and CONTRACTOR agree that, during this Agreement’s term or anytime thereafter, neither shall disclose to
any third party or for their own use and benefit, or the benefit of any third party, any proprietary information
possessed, owned or used by either concerning the other’s operation.
______ and CONTRACTOR agree that their remedies at law for a breach of this action will be inadequate and that,
if a breach occurs, either party shall be entitled, in addition to any other available remedies, to temporary and
permanent injunctive relief from any Court of competent jurisdiction, without the necessity of posting bond or
proving actual damages.
Both parties agree that the covenants in this paragraph are independent covenants and that, unless a breach renders
the Agreement meaningless, neither party shall not be excused from compliance with these covenants by reason of
any breach by either party of this Agreement’s terms and conditions or because of any other acts or omissions of the
opposite party.
18.
INDEMNIFICATION. CONTRACTOR shall indemnify ______ and its respective affiliates, officers,
directors, governing board members, chiropractors and employees and hold them harmless against any and all
liability, loss, damages, costs or expenses, including attorney fees, which it/they may incur, suffer or be required to
pay in connection with the defense and/or settlement of any action, suit or proceeding based upon professional
malpractice, general liability, or any other claims brought by any person, entity, or organization, arising out of any
negligent, alleged negligent or other wrongful act or alleged wrongful act, omission or alleged omission by
CONTRACTOR.
19.
TERMINATION. Upon termination of this Agreement fro any reason, CONTRACTOR shall, within
seven (7) calendar days, vacate the business premises. Following termination, ______ shall not be responsible or be
liable for billing or collecting on CONTRACTOR’S patients’ accounts, except for one final billing for services
rendered prior to termination of the Agreement.
Each party shall be required to reasonably cooperate with the other to the extent necessary to facilitate a smooth
transition of patient files (chiropractic, administrative and financial).
CONTRACTOR agrees to reimburse ______ for any first class postage, or other reasonable expenses incurred with
the forwarding of CONTRACTOR’S accounts, accounts receivable, or other mail or business matters following
termination of the Agreement. ______ will have no liability to CONTRACTOR if CONTRACTOR fails to receive
any accounts receivable, records or other documents mailed by ______ with sufficient postage. Alternatively,
CONTRACTOR may, at his option, personally pick up in person any accounts receivable or mail to avoid the
postage expenses.
20.
NOTICES. Any notice to be given, pursuant to this Agreement, shall be written and shall be sent by
regular mail, with postage prepaid, to the address set forth below, or to such other address as to which proper notice
has been given pursuant to this Subsection:
CONTRACTOR _________________________________________________
REPRESENTATIVE _____________________________________________
WITNESS ______________________________________________________
DATE ___________________________________________________________
NOTE: The information provided herein should not be construed as specific legal advice to anyone.
No one should rely on this information without consulting an attorney to review his or her particular
factual situation as it relates to the general legal principals as set forth herein.
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