THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”), effective as of the date of the last signature below (the “Effective Date”), is a medical services contract by and between Share for My Care, LLC, (the “Company”) organized as a limited liability company in the in the State of Florida, and _________________ (the “Practice”) a professional medical group or individual practitioner.
WHEREAS the Company is in the business of the provision of donated charitable funds for patients for the payment to medical providers for regenerative medicine services for such patients; and,
WHEREAS the Practice is in the business of providing regenerative medical treatment for the Practice’s patients (“Services”); and,
WHEREAS the Practice seeks to contract with the Company for the Company’s payment for the Practice’s Services rendered to and for the Practice’s patients.
NOW THEREFORE, in consideration of the mutual understandings of the parties to this Agreement, and other good and valuable consideration the sufficiency of which the parties hereby acknowledge, it is agreed as follows:
1. Parties. The Company and the Practice hereby enter this Agreement in order to secure and pay for the Practice’s Services rendered to and for the Practice’s patients. The parties expressly agree that they are independent contractors of one another, and this Agreement in no manner creates any form of employment or ownership interest of one party in the other.
2. Term. The Practice and the Provider enter this Agreement commencing on the Effective Date for one (1) year, with automatic annual renewals of one (1) year each thereafter (collectively, the “Term”), unless or until this Agreement is terminated pursuant to Section 8 of this Agreement.
3. Company’s Duties.
- (a) The Company shall collect third-party private donations for and on behalf of the Practice’s patients, to be used as payment for the Services provided by the Practice to and for such patients.
- (b) The Company shall timely provide prior authorization for the Practice’s provision of the Services based upon the amount of funds collected by the Company for and on behalf of the Patient.
- (c) The Company shall provide necessary personnel, equipment, and information technology to obtain and secure the third-party private donations.
- (d) The Company shall collect and maintain donated funds for and on behalf of the patients, without accepting title or ownership in such funds, until conveying such funds to the Practice as reimbursement for the Practice’s patients.
- (e) The Company shall pay invoices for the Services within thirty (30) days of receipt.
4. Practice’s Duties.
- (a) The Practice shall timely request prior authorization for the provision of Services on a patient-by-patient basis.
- (b) The Practice shall provide all necessary space, personnel, equipment and supplies pursuant to the provision of the Services, as reasonably specified by the Company.
- (c) The Practice shall create and maintain all requisite medical records for their patients who receive the Services.
- (d) The Practice shall invoice the Company for Services rendered in compliance with the Company’s prior authorizations.
5. Compensation. The Practice shall compensate the Company pursuant to this Agreement, beginning on the Effective Date, as follows:
- (a) The Practice shall pay the Company for Services rendered pursuant to Section 3 above.
- (b) Practice shall pay the Company, in exchange for the collection and handling of the patients’ donations, at a rate of $0.30 per transaction, plus a 2.9% credit card fee, plus ten percent (10%) of each donation. The Company will deduct its fees prior to the distribution of funds to the Practice.
- (c) The Practice agrees that the Company may return any donation(s) to any donor at any time at its sole discretion.
6. Malpractice and Errors and Omissions Insurance. The Practice shall apply for and pay for appropriate malpractice and general liability insurance for the Practice’s provision of the Services to indemnify the Practice and its physicians and non-physician providers from liability pursuant to the Practice’s responsibilities herein. Practice’s professional malpractice insurance shall have minimum liability limits of One Million ($1,000,000) per incident/Three Million ($3,000,000) annual aggregate per year, effective upon the Effective Date. The Practice shall upon termination obtain and pay for: i) a continuation of the current coverage; or, ii) new “prior acts coverage”; or, iii) an “extended reporting endorsement” (“tail coverage”) (collectively, “Supplemental Insurance”). The Practice shall provide proof of such Supplemental Insurance to Company if applicable upon the termination of this Agreement. This Section 6 shall survive the termination of this Agreement.
7. Representations and Warranties.
- (a) The Company represents and warrants to the Practice that as of the Effective Date, neither the Company nor any of its owners, officers, employees or contracted agents have ever been excluded or debarred from participating in any government-funded contracting and will immediately notify the Practice in the event of any such exclusion or debarment.
- (b) The Practice represents and warrants to the Company that as of the Effective Date, neither the Practice nor any of its owners, officers, employees or contracted agents have ever been excluded or debarred from participating in any government-funded contracting and will immediately notify the Company in the event of any such exclusion or debarment.
- (a) Either the Company or the Practice may terminate this Agreement immediately with written notice upon a material breach of the other party of that other party’s responsibilities or duties pursuant to this Agreement. However, the party alleged to be in breach shall have ten (10) days to cure the alleged breach to the satisfaction of the notifying party.
- (b) Either the Company or Practice may terminate this Agreement without cause upon ninety (90) days written notice to the other party prior to any renewal of this Agreement.
- (c) Upon termination of this Agreement, the Company:
- i. Shall have no right to remove any original patient record of the Practice;
- ii. Shall have no right to inspect the Practice’s books, records, patient lists, accounts or other documents relating to the Practice’s operations; and,
- iii. May not retain any original patient chart, document or record of the Practice in that such materials are the property of the Practice.
- (d) Both parties shall continue to perform all duties required of each under this Agreement between the time of notice of termination and actual termination of this Agreement.
- (a) The parties expressly agree that the Company is not in any position to, cannot, and will not, refer any patients or patient business to the Practice, either directly or indirectly.
- (b) The parties expressly agree that the Company is not in any position to, cannot, and will not provide any marketing or promotional services for the Practice.
- (c) The parties expressly agree that the compensation to the Company under this Agreement is reasonably consistent with fair market value.
- (d) The parties will enter a separate Business Associate Agreement pursuant to Health Insurance Portability and Accountability Act law.
- (a) This Agreement exposes the Company to the Practice’s trade secrets and other valuable confidential business information. The Practice’s trade secrets and confidential information are proprietary and valuable, and the Practice has a legitimate business interest in maintaining the confidentiality of such information. Therefore, the Company may not utilize or disclose any of the Practice’s trade secrets or other confidential information in any manner without the express prior written authorization of the Practice. In the event the Company is compelled by force of law to disclose any trade secret or other confidential information of the Practice, the Company shall timely notify the Practice of the existence of the legal process that purports to compel such disclosure, prior to any disclosure.
- (b) This Agreement exposes the Practice to the Company’s trade secrets and other valuable confidential business information. The Company’s trade secrets and confidential information are proprietary and valuable, and the Company has a legitimate business interest in maintaining the confidentiality of such information. Therefore, the Practice may not utilize or disclose any of the Company’s trade secrets or other confidential information in any manner without the express prior written authorization of the Company. In the event the Practice is compelled by force of law to disclose any trade secret or other confidential information of the Company, the Practice shall timely notify the Company of the existence of the legal process that purports to compel such disclosure, prior to any disclosure.
- (c) This Section 10 shall survive the termination of this Agreement.
11. Restrictions on Interference and Solicitation.
- (a) The parties agree that from this Agreement’s Effective Date through a period of two (2) years after the Agreement’s date of termination, neither party will, directly or indirectly:
- (i) Interfere with the business of the other party in any manner.
- (ii) Solicit any employees or independent contractors of the other party.
- (iii)Solicit the employment, or employ, any person that has been employed by the other party.
- (iv) Influence or attempt to influence any patient, medical provider, insurance payer, or other entity to cease, reduce or alter any business relationship with the other party.
- (b)This Section 11 shall survive the termination of this Agreement.
12. Indemnification. The parties agree that they will hold one another harmless and indemnify one another, including all successors and assigns, from and against third-party liabilities, damages, expenses, attorneys’ fees and costs of litigation resulting from or attributable to any acts or omissions from acting under to this Agreement. Indemnification shall not be required of the parties for such liabilities, damages, expenses, attorneys’ fees and costs of litigation to the extent that they are compensated through insurance. This Section 12 shall survive the termination of this Agreement.
13. Notice. Any written notice given pursuant to this Agreement shall be sufficient if sent by certified mail to the principal office of the Company and the principal office of the Practice.
14. Assignment. Neither party may assign its duties under this Agreement without the prior written authorization of the other party. Any permitted successor will expressly accept and perform all the duties and requirements of the assigning party.
15. Entire Agreement. This Agreement constitutes the entirety of the agreements between the parties regarding the Company’s Services, and no writings or verbal assertions other than this Agreement shall be valid or enforceable.
16. Governing Law. This Agreement shall be construed pursuant to the laws of the State of Florida.
17. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, with the exception of an action under Sections 10 or 11, shall be subject to mediation, in the City of Clearwater, Florida, prior to the filing of any action in a state or federal court. Notwithstanding, any venue for an action in law or equity shall be limited to the state and federal courts sited in Pinellas County, Florida.
18. Attorneys’ Fees. In the event either party chooses to retain the services of an attorney in order to enforce any provision of this Agreement, the substantially prevailing party to such enforcement action will be entitled to reimbursement of reasonable attorneys’ fees and costs of litigation, to include any appeals, from the other party.
19. Waiver. Any event of non-enforcement of any term or condition of this Agreement by either party shall apply only to that one instance of non-enforcement and will not constitute the waiver of the right to enforce the non-enforced term or condition, or to enforce any other term or condition of the Agreement, at any subsequent time.
20. Amendment. No amendment of this Agreement shall be valid and enforceable unless made in writing and signed by both parties.
21. Severability. Should any provision of this Agreement be determined invalid, void or unenforceable, such provision shall be severed from the Agreement and the remaining provisions of the Agreement shall remain in full force and effect.
22. Counterparts. This Agreement may be executed 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.
23. Construction. Both parties participated equally in the drafting of this Agreement. Consequently, the statutory construction rule of favoring an interpretation of the Agreement in the favor of the non-drafting party shall not apply.