Professional Services Agreement
This Professional Services Agreement (the “Agreement”) is entered into as on______________between
USMDDirect.Inc. (Client) and ____________________ (“Physician /Consultant”)
_For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows.
Physician/ Consultant shall perform the services for USMDDirect.com (Client) in
a good and workman like manner.
NATURE OF RELATIONSHIP:
It is specifically agreed between the parties herein that the relation intended
to be created herein is not that of employer and
employee but that of independent contractors.
PAYMENT FOR SERVICES:
USMDDirect.com will collect the fees for services provided by Physician/Consultant
via PayPal / credit card. The fund will be transferred to physician pay pal account
at the end of consultation. USMDDirect.com will charge 20% for overhead and services
provided to physician. Physician/Consultant acknowledges and agrees that it shall
be the obligation of physician/ consultant to report as income all compensation
received __ pursuant to this agreement and to make the proper tax withholding from
compensation paid to Physician/Consultant for the
services performed pursuant to this agreement.
Physician shall maintain adequate professional liability insurance at all times
but in any event will be personally responsible for any and all claims of whatever
nature which may arise from his/her actions while performing services for the client.. Physician should maintain his/her active Medical licensee
where services are performed. Failure by the physician/ consultant to comply with
the provisions of this paragraph to maintain coverage and license shall constitute
a material breach under this agreement which shall be terminable by client by verbal
notice on discovery by it of any such breach. .
During the term of this agreement and for a period of three year after the termination
of this agreement, Physician/Consultant shall not (3) Solicit business from or perform
any medical services for any patient introduced to him/her by USMDDirect.com. .
Physician warrants that the answers to the questions below are accurate and correct
and any incorrect response provided shall at the option of client be just grounds
for termination of this Agreement. HEALTH STATUS:
Do you suffer from any medical, substance abuse, or other health problem that interferes
with your ability to performed services.
( ) YES ( ) NO
A. have your clinical privileges and /or staff membership at any health care facility
ever been denied, revoked, suspended, not renewed, surrendered following notice
of investigation or disciplinary action or otherwise acted against, either voluntarily
( ) YES ( ) NO
B. Has any medical or professional organization, any licensing agency, state, district,
territorial possession, or country, ever denied you membership or renewal , revoked
your membership, taken action against you, accepted your voluntary or involuntary
relinquishment of professional licensure or DEA registration, or disciplined you
in any way?
( ) YES ( ) NO
C. Have you ever been convicted of any felony, or any criminal offense which relates
to the practice of medicine?
( ) YES ( ) NO
Physician/ Consultant shall indemnify and hold harmless USMDDirect.Inc (Client),
its directors and employees, against all loss, settlement, costs or expenses (including
legal fees), as may be incurred from or arising
out of any breach of this Agreement by Physician/consultant.
COMMENCEMENT AND TERMINATION:
This Agreement shall commence on the date first written above and shall continue
until terminated as follows:
Either party may terminate the Agreement in the event of a breach by the other party
if such breach continues uncured for a period of thirty (30) days after written
notice, or upon written notice to the other party if either party is adjudicated
bankrupt or files a voluntary petition of bankruptcy. On any material breach the
agreement shall terminate forthwith.
In the event of a non-material breach either party may terminate this Agreement
by giving one (1) week written r notice.
In the event a dispute of any kind or nature arises under this Agreement, or any
matters related to this Agreement, shall be resolved by binding arbitration and
the party , wishing arbitration shall give
the other party of its intention to arbitrate such dispute and apply to the American
Arbitration Association to have the dispute arbitrated
by a single arbitrator pursuant to the rules
under the Commercial Arbitration Rules of the American Arbitration Association.
. Such arbitrator shall be appointed in accordance with the rules and procedures
of the American Arbitration Association. The party demanding arbitration shall forward
the fees for the arbitration proceedings. However, the arbitration fee shall be
paid or reimbursed by the non-prevailing party, as determined by the arbitrator,
who shall also award appropriate attorney's fees and costs to the prevailing party.
Notwithstanding the foregoing, in the event that either party has a right to injunctive
relief under the express terms of this Agreement, then such party shall have the
right to commence a legal action in any court of competent jurisdiction in the State
of California to enforce such right of injunction,.
Such arbitration shall be binding without recourse to the courts of law unless otherwise
(a) Assignment. Neither party shall assign the Agreement or their respective rights
and obligations under this Agreement without the prior written consent of the other
(b) Governing Law; Severability. This Agreement shall be governed by and construed
in accordance with the laws of the State of California. If any provision of this
Agreement is for any reason found by a court of competent jurisdiction to be unenforceable,
the remainder of this Agreement shall continue in full force and effect.
(c) Complete Understanding Modification. This Agreement constitutes the full and
complete understanding and Agreement of the parties hereto and supersedes all prior
understandings and agreements. Any waiver, modification or amendment of any provision
of this Agreement shall be effective only in writing and signed by the parties thereto.
(d) Waiver. The failure of either party to insist upon strict compliance with any
of the terms, covenants or conditions of this Agreement by the other party shall
not be deemed a waiver of that term, covenant or condition.
(e) Incorporation by Reference. Any exhibits referred to within this Agreement shall
be considered as incorporated into, and part of, this Agreement.
(f) Notices. Any notices required or permitted hereunder shall be given to the appropriate
party at the address specified above or at such other address as the party shall
specify in writing and shall be by personal delivery, facsimile transmission or
certified or registered mail. Such notice shall be deemed given upon personal delivery
to the appropriate address or upon receipt of electronic transmission or, if sent
by certified or registered mail, three days after the date of the mailing.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the
date and year first
USMD Direct Inc.