Exhibit 10.2
AGREEMENT
THIS AGREEMENT is made and entered into as of the 18th day of April, by and
between XYZ ORTHOTICS & PROSTHETICS LLC. , hereafter called HOST, and PEDIATRIC
PROSTHETICS INC., a corporation based in the State of Texas, hereafter called
CONSULTANT.
WHEREAS, HOST desires to engage Consultant as an independent contractor to
provide clinical fitting and fabrication of pediatric prostheses for patients of
HOST and/or patients of CONSULTANT within the THE STATE/S OF X, Y, Z, that are
in need thereof, and; WHEREAS, CONSULTANT is willing and able to provide such
products and services.
NOW THEREFORE, for and in consideration of the mutual promises and
obligations Contained herein and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged the parties hereto agree
as follows:
1. Consultant Duties. Consultant shall serve as a consultant to Host for the
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purpose of providing and fitting pediatric prostheses They will provide
evaluation casting, measuring, fitting, fabrication and delivery of said
prosthesis as well as counseling, instruction and therapy to those persons
needing such services within the State of _XYZ_______. They will provide
all necessary follow-up at Host's offices with patients within 10 days of
notice of the need for such.
2. Independent Contractor. In the performance of the duties and obligations
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imposed under this Agreement, it is mutually understood and agreed that
Consultant is at all times acting and performing as an independent
contractor. It is agreed by the parties hereto that no work, act,
commission or omission of Consultant shall be construed to make or render
Consultant the agent or servant of Host. Consultant shall pay all
applicable payroll and income , taxes, benefits and workers' compensation
in connection with the Services rendered.
Consultant hereunder and shall indemnify and hold Host harmless from
and against all by such items, liabilities and cost (and attorney's fees
and other costs of defending against the same) arising from any claim by
Consultant, a governmental agency, or any other person alleging that
Consultant is an employee of Host. Consultant shall have no claim
hereunder, or otherwise, against Host for vacation pay, holiday pay, sick
leave, health insurance, life insurance, pension or other benefits of any
kind. Consultant shall be responsible for and maintain it's own malpractice
insurance and liability insurance and name Host as an additional insured
with respect to such policies. Consultant shall also indemnify and hold
Host harmless from and against any and all liabilities and costs (and
attorney's fees and other cost of defending against the same) arising out
of the services provided by Consultant hereunder which are not caused by
the Company's negligence or willful misconduct. Parties hereto acknowledge
that consultant serves other providers of the prosthetic devices.
Consultant warrants that this Agreement and the duties and responsibilities
attendant thereto are not in violation of any agreements made with any
other entity with which it is affiliated. Consultant will defend and hold
Host harmless from all costs, expenses, damages, attorneys fees or other
costs that may be incurred by Host as a result of any suit, arbitration or
other proceeding to which Host is made a party due to allegations of this
Agreement violates other affiliation agreements to which Consultant is a
party.
3. Host will provide Consultant with use of the facilities in each location in
which it is doing business for the purpose of Consultant tendering the
services contracted for herein. Host will provide all necessary clerical
personnel to set up appointments, prepare all documents and medical records
and handle all insurance and billing matters required for all patients seen
by Consultant.
4. Compensation.
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(A) Insurance Proceeds: Host will collect all Insurance payments from
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the insurance payer of each patient seen by Consultant within the
States of ___________, ___________, and _____________. The Consultant
will buy the components and materials for any prosthetic devices
provided to such patients generated by Consultant, and Consultant will
be reimbursed for such components and materials from said insurance
payment before any division of Insurance proceeds takes place. Said
payment shall be due ten (10) days following the last day of the month
in which it was received.
(B) In the event a given patient is generated by Consultant, then
Consultant is due 70% of all remaining proceeds and Host is due 30% of
all remaining proceeds. Conversely, if patient is generated by Host
then the proceeds percentages will be reversed. (70% to Host and 30%
to Consultant.) All insurance proceeds due Consultant, and proceeds
for reimbursement for components and materials shall be paid no later
than ten, (10) days following the last day of the month in which they
were received.
(C) Patient Family Co-Payments:For accounting purposes, Co-Payments
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shall Be handled thus: If patient is generated by Consultant, then
Consultant will accept co- payments as part of its 70% of proceeds,
and Host may deduct its entire 30% from insurance proceeds.
(Conversely, if patient is generated by Host, then Host will accept co
payments as part of its 70% and Consultant will accept its 30% from
insurance proceeds)
5. Consultant agrees to abide by the operational policies of Host and to obey
all the regulatory procedures to which Host is subject.
6. Term.
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(A) The term of the Agreement shall commence on the date first
written above, and shall continue until (six months). Agreement shall
automatically renew thereafter for successive six, (6), month terms,
unless either party provides the other party with written notice of
its intent to terminate the consultancy under this Agreement at least
thirty(30) days prior to the expiration of the respective six month
term.
(B) This Agreement may be terminated by Host upon written thirty(30)
notice by Host to the Consultant upon the occurrence of any of the
following events:
(1) the Consultant is unable to proved the Services by reason of
temporary or permanent business dissolution or insolvency; (2) the
Consultant breaches or defaults with respect to any other material
obligation of the Consultant in this Agreement, which breach or
default is not cured with thirty(30) days after receipt by the
Consultant of written notice from Host.
(C) The Agreement may be terminated by the Consultant upon written
thirty(30) days notice by the Consultant to Host upon the occurrences
of any of the following events: (1) Host breaches or defaults with the
respect to any material obligation of Host in this Agreement, which
breach or default is not cured with thirty(30) days after receipt by
Host of written notice from the Consultant; or (2) Host files for
protection under the federal bankruptcy laws or a petition for a
receiver is commenced by a third party against Host, and such filing
or petition is not dismissed within one hundred twenty(120) days of
the date of filing.
(D) Notwithstanding the cure period provided under Section 4 (B)
above, Host may terminate this Agreement immediately upon the gross
negligence or willful misconduct of Consultant in the performance of
the Services hereunder.
(E) Upon termination of this Agreement pursuant to Section 4(B),
4(C), or 4(D). Consultant shall be entitled to compensation only for
Services provided by Consultant through the date of termination.
7. Confidential Information. In the course of providing the Services to Host
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or its subsidiaries or affiliates, Consultant and Host respectively
acknowledge that their employees will receive information concerning the
activities, business or affairs of the other, and/or its clients, customers
and patients. In consideration of it's consultancy with Host. Consultant
and Host agree that, during the course of the Agreement and thereafter,
neither will disclose to anyone not employed by Host or Consultant any
confidential information concerning these matters. For purposes of this
Agreement, confidential information includes, but is not limited to: (1)
the name and address of clients, customers, patients or employees of
either. (2) information concerning the marketing of services or products by
Host or Consultant. (3) manuals And training materials provided by either;
and (4) sales, financial, planning or new Business development information
or materials of either, and (5) supplies, cost of Prosthesis, equipment,
inventory and pricing patients.
8. Notices. Whenever under the terms of this Agreement written notice is
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required or permitted to be given by any party to any other party, such
notice shall be deemed to have been sufficiently given by if personally
delivered, delivered by overnight courier service such as Federal Express,
or deposited in the United States Mail, in a properly stamped envelope,
certified or registered mail, return-receipt-requested, addressed to the
party to whom it is to be given, at the address hereinafter set forth. Any
party hereto may change its respective address by written notice in
accordance with this section.
Host: Orthotic & Prosthetic .
XYZ Street
City, State, zip code
Consultant: Pediatric Prosthetics, Inc.
00000 Xxxxxx Xxxxx Xx.
Xxxxxxx, XX 00000
9. Entire Agreement Amendment: This Agreement contains the sole and entire
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agreement between the parties with respect to Consultant's undertaking to
provide consulting services to Host.
10. Assignment. Consultant shall have no right to assign this Agreement nor any
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of the rights or obligations inuring to or imposed upon her herein, and any
attempted or purported assignment shall be null and void and of no effect.
Host may assign this Agreement to any affiliate.
11. Governing Law.This Agreement shall be governed by the laws of the the State
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of
HOST'S STATE/S.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective
as of the date below their signatures.
By:
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XYZOrthotic & Prosthetic.
Date
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CONSULTANT:
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VP Operations, PEDIATRIC PROSTHETICS, INC.
Date
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