RETAINER AGREEMENT MEDICAL DIRECTOR
Exhibit
10.5
MEDICAL
DIRECTOR
This
Agreement is entered into on this 23 day of October, 2008 between medical
doctor, hereinafter referred to as MEDICAL DIRECTOR, and mySkin, Inc.,
hereinafter referred to as COMPANY.
WHEREAS
the COMPANY desires to retain the services of MEDICAL DIRECTOR, and WHEREAS the
MEDICAL DIRECTOR is desirous of offering certain services, it is therefore
mutually agreed that the COMPANY does retain and the MEDICAL DIRECTOR agrees to
provide her services to all clients without regard to race, color, creed,
national origin, age, sex, religion, or handicap, under the following mutual
terms and conditions:
MEDICAL
DIRECTOR’S RESPONSIBILITIES:
Supervise
the overall functions of our Company’s services in that the Medical Director
shall
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1.
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Assume
the administrative authority, responsibility, and accountability of
overseeing our screening, policies, and
procedures.
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2.
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Coordinate
plan of care and periodically review these planning and implement methods
to keep the quality of care under constant
surveillance.
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3.
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Participate
in the development of written policies, rules and regulations to govern
the screening and other health services provided. The medical director is
responsible for seeing that these policies reflect an awareness of and
provisions for meeting the needs of the
patients.
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4.
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Develop
and participate in in-service training programs for nursing service and
other related services.
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5.
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Implement
methods that assure continuos surveillance of the health status of
employees including freedom from infection and routine health
examinations.
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6.
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Review
written reports of surveys and inspections and make recommendations to the
administrator.
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7.
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Obtain
and maintain during the term of this agreement a suitable professional
liability and malpractice insurance policy. The
Parties hereto understand and agree that each Party shall be responsible
for their own liability
insurance.
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8.
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Serve
the Company as an independent contractor, it being understood and agreed
that the MEDICAL DIRECTOR is not an employee of the
Company.
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9.
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Maintain
the confidentiality of all patient information as established by our
Company’s policies and
procedures.
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10.
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Stay
abreast of all other responsibilities required of a medical director as
set forth in any Federal and State laws, statutes, or regulations as
enacted or as may be enacted or
amended
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QUALIFICATIONS:
Medical
Director certifies that he/she:
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1.
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Is
licensed to practice medicine in this
state.
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2.
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Has
a Medical Degree from a college or university accredited by the
American-Medical Association.
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3.
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Meets
the requirements as set forth by these
standards.
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4.
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Maintains
the required continuing education hours to assure continued
competence
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DURATION
OF AGREEMENT:
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1.
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The
duration of this agreement is indefinite. However, either party
may:
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a)
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Terminate
this agreement by providing the other party with a sixty (60)
day
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written
notice of such intent
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b)
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Terminate
this agreement when either party fails to abide by its
contents
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2.
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This
agreement shall become null and void should the medical director/Company
fail to meet the licensing requirements set forth by Federal and State
statutes, laws, and regulations governing such
services.
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COMPANY
REPSONSIBILITIES:
The
Company shall be responsible for:
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1.
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Retaining
the professional and administrative responsibility for all services
provided by the MEDICAL
DIRECTOR
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2.
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Making
prompt payments for services rendered as set forth in Exhibit
A.
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3.
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Assuring
that the MEDICAL DIRECTOR has complete access to all records and supplies
within the Company necessary for the performance of /her
duties.
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4.
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Delegating
the necessary administrative authority, responsibility, and accountability
necessary for the Medical Director to perform her
services.
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MISCELLANEOUS
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1.
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Legal
Representation. It is acknowledged that each party to this
Agreement had the opportunity to be represented by counsel in the
preparation of this Agreement and, accordingly, the rule that a contract
shall be interpreted strictly against the party preparing same shall not
apply due to the joint contribution of both
parties.
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2.
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Assignments. This
Agreement, or any interest herein, shall not be assigned, transferred or
otherwise encumbered, under any circumstances, by the Parties without the
prior written consent of the other
party.
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3.
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Records. Both
Parties shall keep, maintain and preserve books and records and require
any and all subcontractors to keep books and records as may be necessary
in order to record complete and correct entries as is related to personnel
hours charged to this engagement, any expenses for which the Parties
expect to be reimbursed, or any other records that are related to this
Agreement. Such books, accounts and records will be available
at all reasonable times for examination and audit by the other party and
shall be kept for the required retention period of three years or as may
otherwise be required by law.
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4.
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Public
Records. The Parties shall maintain and make available for
inspection any and all business records generated pursuant to this
Agreement as required by law, unless such records are exempt from
disclosure pursuant to Federal or State laws, rules, and/or
regulations.
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5.
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Notice. Whenever
any party desires to give notice unto any other party, it must be given by
written notice, by email, certified United States mail, with return
receipt requested, or by facsimile transmission with certification of
transmission to the receiving party, For the present, the Parties
designate the following as the respective places for giving of
notice:
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Company
MEDICAL
DIRECTOR:
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6.
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Binding
Authority. Each person signing this Agreement on behalf of
either party individually warrants that he or she has full legal power to
execute this Agreement on behalf of the party for whom he or she is
signing, and to bind and obligate such party with respect to all
provisions contained in this
Agreement.
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7.
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Parties
Self-Insured. The Parties hereto understand and agree that each
Party shall be responsible for their own liability
insurance.
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8.
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Exhibits. Each
Exhibit referred to in this Agreement forms an essential part of this
Agreement. The exhibits if not physically attached should be treated as
part of this Agreement and are incorporated herein by
reference.
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9.
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Headings. Headings
herein are for convenience of reference only and shall not be considered
on any interpretation of this
Agreement.
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10.
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Severability. If
any provision of this Agreement or application thereof to any person or
situation shall, to any extent, be held invalid or unenforceable, the
remainder of this Agreement, and the application of such provisions to
persons or situations other than those as to which it shall have been held
invalid or unenforceable shall not be affected thereby, and shall continue
in full force and effect, and be enforced to the fullest extent permitted
by law.
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11.
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Governing
Law. This Agreement shall be governed by the laws of the State
of California with venue lying in Orange County,
California.
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12.
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Joint
Defense. In the event that the validity of this Agreement is
challenged through legal proceedings or otherwise, the Parties agree to
cooperate with each other in defense of this Agreement, with each Party to
bear its own attorney's fees and costs associated with such
defense.
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13.
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Attorney's
Fees. In the event that either party brings suit for
enforcement of this Agreement, the prevailing party shall be entitled to
attorney's fees and costs, including paralegal fees, in addition to any
other remedy afforded by law.
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14.
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Extent
of Agreement. This Agreement together with the attached
Exhibits, as amended herein above represents the entire and integrated
agreement between the Parties and supersedes all prior negotiations,
representations or agreements, either written or oral. Any and
all prior agreements entered into between the COMPANY and MEDICAL DIRECTOR
shall be null and void and of no further force or
effect.
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15.
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Multiple
Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same
instrument.
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16.
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Materiality
and Waiver. The Parties agree that each requirement, duty and
obligation set forth herein is substantial and important to the formation
of this Agreement and, therefore, is a material term
hereof. Failure of either party to insist upon strict
performance of any provision or condition of this Agreement, or to execute
any right therein contained, shall not be construed as a waiver or
relinquishment for the future of any such provision, condition, or right,
but the same shall remain in full force and
effect.
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17.
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Compliance
with Laws. The Parties shall comply with all federal, state,
and local laws, codes, ordinances, rules and regulations in performing its
duties, responsibilities and obligations pursuant to this
Agreement.
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THE
WITNESS THEREOF, the parties have duly set their hands and seals the day and
year first above written:
___________________________ _________________
MEDICAL
DIRECTOR DATE
___________________________ _________________
COMPANY DATE
Exhibit
A
COMPENSATION AND PAYMENT
TERMS:
MEDICAL
DIRECTOR shall receive Company’s product and services for her personal use at no
charge. The Medical Director shall be paid five percent (5%) of Gross
Profit for all sales after October 1, 2008. Gross Profit shall equal
total revenue minus the Cost of Goods Sold which shall include depreciation and
commissions paid for any sales. Payment will be made on a quarterly basis for
sales for which payment has been received.
