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EXHIBIT 10.37
INDEPENDENT CONTRACTOR AGREEMENT
THIS IS AN INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement"), entered into and
effective this 20th day of November, 1997, by and between the following parties:
Renal Care Group, Inc., a Delaware Corporation ("Renal Care"), having its
principal place of business at Nashville, Tennessee, and Xx. Xxxxxxx X.
XxXxxxxx, M.D. ("Contractor") having a principal place of business at Fort
Xxxxx, Indiana.
WHEREAS, Renal Care desires to engage Contractor as an independent
contractor to perform services for Renal Care as described hereunder; AND
WHEREAS, Contractor desires to act as an independent contractor for Renal
Care on a non-exclusive basis performing the Services as described herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties agree as follows:
1. ENGAGEMENT. Renal Care hereby engages the services of Contractor and
Contractor accepts such engagement upon the terms and conditions of this
Agreement. Contractor will determine the method, details, and means of
performing the services and Renal Care shall not have the right to, and shall
not, control the manner or determine the method of accomplishing the services.
Contractor represents and warrants that Contractor is not subject to any
restrictive agreement, order, or other legal obstacle which prohibits Contractor
from entering into and performing this Agreement, and in the event of a breach
of this warranty, Contractor agrees to indemnify and hold harmless Renal Care
from any and all claims, costs, lawsuits, or otherwise arising from such breach.
2. CONTRACTOR RELATIONSHIP.
a. Intent. It is the intent and purpose of the parties hereto that the
relationship of Contractor to Renal Care shall be that of an independent
contractor. Contractor shall have no authority to bind Renal Care and shall not
represent or lead any person to believe that Contractor or any representative
thereof has the power or authority to bind Renal Care to any agreement or
obligation.
b. Benefits. No "fringe benefits" (such as medical insurance, life
insurance, worker's compensation, etc.) will be provided by Renal Care to
Contractor.
c. Hours of Service. Renal Care is only interested in the results
achieved by Contractor and not the hours worked, which shall be within the sole
discretion of Contractor. Contractor will direct the manner and method in which
results are to be accomplished. Contractor shall perform all Contractor's
services as contemplated herein as an independent contractor, and nothing in
this Agreement is intended to create a relationship of employer-employee,
principal-agent or master-servant between the parties.
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d. Contractor Affirmations. Contractor affirms and represents that:
(1) Contractor maintains a separate business with his/her own facility, vehicle,
equipment, materials or similar accommodations which are neither owned by Renal
Care nor controlled or used by Renal Care; (2) Contractor holds or has applied
for a federal tax identification number or is a sole proprietor and is not
required to obtain such identification; (3) Contractor agrees to perform the
specific Services defined herein and Contractor controls the means of performing
the Services; (4) Contractor shall be responsible for all expenses related to
the Services that he/she has agreed to perform; (5) Contractor is wholly
responsible for the satisfactory completion of the Services and will be held
liable for failure to complete the Services; (6) Contractor may realize a profit
or loss in connection with performing the Services; (7) Contractor has
continuing or recurring business liabilities or obligations; (8) the success or
failure of the Contractor's business depends on the relationship of the business
receipts to expenditures; and (9) Contractor maintains all occupational
licenses, if any, required by its local jurisdiction, and has satisfied all
other legal prerequisites to the performance of his performance hereunder which
are imposed by all applicable federal, state and local laws.
3. TAX LIABILITY. Contractor agrees as an independent contractor to be
solely responsible for all taxes and other costs and expenses attributable to
the compensation payable to and Services provided by Contractor hereunder, and
has taken any and all action to comply with all applicable federal, state and
local laws pertaining to the same. Contractor hereby agrees to indemnify Renal
Care and agrees to hold Renal Care harmless from any claim(s) arising from any
taxing or other authority. CONTRACTOR ACKNOWLEDGES AND AGREES THAT CONTRACTOR IS
NOT ENTITLED TO WORKERS COMPENSATION INSURANCE BENEFITS OR UNEMPLOYMENT
COMPENSATION INSURANCE BENEFITS FROM Renal Care AND MAY ONLY RECEIVE SUCH
UNEMPLOYMENT COMPENSATION COVERAGE IF PROVIDED BY CONTRACTOR OR SOME ENTITY
OTHER THAN Renal Care. FURTHER, CONTRACTOR IS OBLIGATED TO PAY FEDERAL, STATE ,
AND LOCAL INCOME TAX, IF ANY, ON ANY MONIES PAID TO CONTRACTOR PURSUANT TO THIS
AGREEMENT.
4. CONTRACTOR'S AGENTS. Contractor may, at Contractor's own expense, employ
agents (whether as agents, assistants, employees of Contractor or as independent
contractors or in any other capacity )as Contractor deems necessary to assist
Contractor in the performance of the Services. Renal Care has no right to
control, direct, or supervise Contractor's agents in the performance of the
Services. Contractor assumes full and sole responsibility for all acts and
omissions of Contractor's agents, and payment of all compensation and expenses
of these agents and for any and all state and federal income tax, workers'
compensation insurance, unemployment insurance, Social Security, disability
insurance and other applicable withholdings.
5. COMPENSATION. Contractor shall be compensated on the following basis for
all services provided pursuant to this agreement: $10,000 per month. (Assumes
five (5) consulting days per month.)
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6. SERVICES. Contractor's services to Renal Care shall consist of:
- Working with the COO of RCG to improve overall performance of the
operating units by identifying clinical and operational
opportunities.
- Helping to identify core dialysis operating components and then
assisting in developing best demonstrated practices to improve
operations through these components.
- Assisting RenalPartners in enhancing physician practices managed
or owned by RCG.
- Assisting RenalPartners and the Chief Medical Officer to recruit
physicians to meet identified needs within RCG.
- Work with COO of RenalNet to develop and implement the underlying
systems required for a case management/disease management
initiative.
- Assist in the preparation and presentation of materials to payors
and third party administrators.
- Represent RCG, RenalPartners and RenalNet to various targeted
audiences.
7. ENTIRE AGREEMENT. This Agreement represents the entire agreement between
the parties and supersedes any and all other agreements, whether oral or in
writing, between the parties.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Independent Contractor and the Company, their successors, assigns, and
licensees.
9. GOVERNING LAW. This Agreement shall be governed and enforced under the
laws of the State of Tennessee.
INDEPENDENT CONTRACTOR RENAL CARE GROUP, INC.
By: /s/ Xxxxxxx X. XxXxxxxx, M.D. By: /s/ Xxxx Xxxxxxxx
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Chief Operating Officer and
Executive Vice President
