CHIROFIT Contractor Terms & Conditions Agreement

This Contractor Agreement (hereinafter “Agreement”) is made between CHIROFIT Chiropractic Group, L.L.C. (COMPANY), an Arizona Corporation (dba CHIROFIT), with a principle business mailing address of 3655 W Anthem Way Ste A-109 #272 (hereinafter “CHIROFIT”), and CONTRACTOR, collectively referred to as “The Parties.”  Effective date .

RECITALS

Whereas, the CONTRACTOR operates a fully staffed and equipped chiropractic office.
Whereas, the CHIROFIT operates a chiropractic practice with multiple locations where its patients receive various services including chiropractic & medical services.

1.Term of Agreement.  This Agreement will become effective when signed by both parties and shall continue for a period of one (1) year.  All provisions of this Agreement shall apply to all services and all periods of time in which CONTRACTOR renders services for CHIROFIT.  Upon expiration of the initial term, or any subsequent term, this Agreement will continue for additional one (1) year terms, unless either party gives written notice of non-renewal or cancellation to the other party not less than thirty (30) days notice.

2. Terminating the Agreement. For any cause, CHIROFIT may terminate this Agreement immediately by giving written notice of termination to CONTRACTOR. For purposes of this Agreement, termination does not require any cause or explanation from either party as long as thirty (30) days notice is given.  CONTRACTOR has right to terminate agreement with a thirty (30) day notice to CHIROFIT.  Patients remain under the CHIROFIT practice and arrangements will be made either with CONTRACTOR to finish care or transfer as to not induce patient abandonment issue.  All service fees owed to CONTRACTOR shall be paid out as patients cases settle at future dates.

3. Services to be Performed. CONTRACTOR agrees to perform for CHIROFIT chiropractic services, patient documentation and transfer of documentation within seven (7) days of patient service date or by Friday at end of each week, whichever comes first. If CONTRACTOR fails to transfer documentation within the period mentioned above, CHIROFIT reserves the right to withhold or penalize future service fees owed to CONTRACTOR.

4. CONTRACTOR Obligations. CONTRACTOR, agrees to fully abide by the following obligations:

1. CONTRACTOR, through his/her licensed and qualified status, will perform chiropractic patient care on all patients requested under this Agreement.
2. CONTRACTOR will deliver written documentation to CHIROFIT utilizing the standard paperwork provided by CHIROFIT.
3. CONTRACTOR shall keep his/her license with the State of Arizona in good standing, and all professional services provided by CONTRACTOR shall operate and be in full compliance with all state and federal laws, ethical rules and all insurance rules and guidelines including, but not limited to, all rules and guidelines of the Arizona Board Of Chiropractic Examiners, all provisions of the Chiropractic Oath, all insurance and CPT billing and coding standards, and with the applicable standard of care in the surrounding community. 
4. CONTRACTOR will follow and be in full compliance with the AMA's CPT coding guidelines and requirements, and understands and agrees that CHIROFIT has a zero tolerance policy for any billing and coding in violation of CPT guidelines.  CHIROFIT records and billing department will maintain CPT standards and contact CONTRACTOR if any questions or issues arise for clarification. 
5. CONTRACTOR may not promise any free services or services to be billed non-contemporaneously at some future date pertaining to CHIROFITs patient base.  Should CONTRACTOR do so, CONTRACTOR agrees that such will be reasonable cause for immediate termination by CHIROFIT and that the billable amount of all such services will be subtracted from any future payments owed to CONTRACTOR or will be billed to CONTRACTOR if no payments to CONTRACTOR are owed.

1. CONTRACTOR will maintain appropriate malpractice coverage while rendering these services.

5. HIPPA. CHIROFIT is a “ Chiropractic Practice,” as that term is defined in the HIPPA Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164, Subparts A and E (the “Privacy Rules”), and, as such, must comply with the privacy rules.  

6. Independent CONTRACTOR Status. The parties agree that CONTRACTOR is an independent CONTRACTOR, and that neither CONTRACTOR nor CONTRACTOR’s employees or contract personnel are, or shall be deemed to be, employees of CHIROFIT.

7. CONTRACTOR Obligations & Acknowledgments.  CONTRACTOR acknowledges and agrees, with regard to the services performed during the life of this Agreement, to the following obligations:

1. CONTRACTOR agrees that, during the life of this Agreement, that he/she will use his/her best efforts to represent CHIROFIT in a manner that preserves and promotes the name, brand, character, quality and good reputation of CHIROFIT and Dr. Scott Stamp, and represented by the name CHIROFIT Chiropractic Group, LLC.
2. CONTRACTOR agrees to be paid via direct deposit upon settlement of case and fees processed by CHIROFIT. You may download the direct deposit form by clicking here.
3. CONTRACTOR is required to fill out and return the federal W-9 form before fees are to be paid. You may download the W-9 form by clicking here.

8. Permits and Licenses. CONTRACTOR declares that:

1. As of the date this Agreement is executed, CONTRACTOR has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement;
2. CONTRACTOR agrees to at all times keep his/her license with the State of Arizona in good standing;
3. As of the date this Agreement is executed, CONTRACTOR is not subject to or involved in any current or pending investigations, allegations, complaints, violations, sanctions or disciplinary actions with the Chiropractic Board.

9. State and Federal Taxes. CHIROFIT will not (a) withhold FICA (Social Security and Medicare taxes) from CONTRACTOR’s payments or make FICA payments on CONTRACTOR’s behalf, or (b) make state or federal unemployment compensation contributions on CONTRACTOR’s behalf, or withhold state or federal income tax from CONTRACTOR’s payments.  CONTRACTOR shall pay all taxes incurred while performing services under this Agreement, including all applicable income taxes and, if CONTRACTOR is not a CHIROFIT, self-employment (Social Security) taxes. On demand, CONTRACTOR shall provide CHIROFIT with proof that such payments have been made.  CONTRACTOR will be issued a 1099. 

10. Fringe Benefits. CONTRACTOR understands that neither CONTRACTOR nor CONTRACTOR’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of CHIROFIT.

11. Workers' Compensation. CHIROFIT shall not obtain workers' compensation insurance on behalf of CONTRACTOR or CONTRACTOR’s employees. If CONTRACTOR hires employees to perform any work under this Agreement, CONTRACTOR will cover them with workers' compensation insurance and provide CHIROFIT with a certificate of workers' compensation insurance before the employees begin work.

12. Unemployment Compensation. CHIROFIT shall make no state or federal unemployment compensation payments on behalf of CONTRACTOR or CONTRACTOR’s employees or contract personnel. CONTRACTOR will not be entitled to these benefits in connection with work performed under this Agreement. If a CONTRACTOR files a petition for and receives unemployment compensation, the total amount of unemployment compensation awarded to and received by CONTRACTOR shall be deducted from and be an offset against the amount of compensation due and payable to CONTRACTOR by CHIROFIT under this Agreement.

13. Insurance. CONTRACTOR, as an independent CONTRACTOR, agrees to indemnify, defend, and hold harmless CHIROFIT from any and all liability arising out of or in any way related to CONTRACTOR’s performance of services during the term of this Agreement, including any liability resulting from intentional or reckless acts or the acts of the employees or agents of CONTRACTOR.

14. Rights & Obligations After Termination. Upon termination of this Agreement, CONTRACTOR's rights and obligations shall be as follows:

1. The termination of this Agreement shall not relieve CONTRACTOR of his/her obligation to furnish within seven (7) business days of the date of termination any and all medical reports, medical records, billing, patient and treatment notes, and all other documentation required under this Agreement.
2. CONTRACTOR agrees that immediately upon termination of this Agreement, he/she will cease all use of (including wearing apparel which has) the name CHIROFIT (or any variation thereof) and use of (including wearing apparel which has) CHIROFIT's logo or other branding or likeness in any form whatsoever including, but not limited to, any names, words, symbols, depictions or marks that are confusingly or deceptively similar.
3. CONTRACTOR agrees that immediately upon termination of this Agreement, CHIROFIT shall be entitled to injunctive and equitable relief for any violations of this Section, and CONTRACTOR agrees to pay all costs and expenses, including actual costs and attorney fees, incurred by CHIROFIT in enforcing the provisions of this Section.
4. CONTRACTOR agrees that immediately upon termination of this Agreement, CONTRACTOR may not use forms generated during the term of the Agreement including, but not limited to, patient intake forms, exam forms, medical record request forms, informed consent forms, PNOE exam forms, and vehicle accident form.
5. Termination by either party in writing, CHIROFIT will cease operating in this Office.
6. Termination by either party with existing patient care for CHIROFIT ongoing will need to be determined in writing whether CONTRACTOR will finish care and no longer accept new patients for assist during transition period with care as to not induce patient abandonment.
7. All monies owed on patients treated by CONTRACTOR shall be distributed when patient settlements come into CHIROFIT billing department as final payments. 

15. Entire Agreement. This contains the entire Agreement between The Parties with respect to the subject matter and shall supersede any and all prior communications, representations, agreements, and/or undertakings, verbal, between The Parties with respect to the subject matter. 

16. Modifying the Agreement. This Agreement may be modified only by a writing signed by both parties. 

17. Confidentiality. CONTRACTOR will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of CHIROFIT without CHIROFIT’s prior written permission except to the extent necessary to perform services on CHIROFIT’s behalf. Proprietary or confidential information includes, but is not limited to, the following:

1. the written, printed, graphic, or electronically recorded materials furnished by CHIROFIT for CONTRACTOR to use;
2. business plans, proprietary information, customer/patient lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind; and
3. information belonging to patients and suppliers of CHIROFIT about whom CONTRACTOR gained knowledge as a result of CONTRACTOR’s services to CHIROFIT. CONTRACTOR shall not be restricted in using any material that is publicly available, already in CONTRACTOR’s possession, or known to CONTRACTOR without restriction, or that is rightfully obtained by CONTRACTOR from sources other than CHIROFIT. On termination of CONTRACTOR’s services to CHIROFIT, or at CHIROFIT’s request, CONTRACTOR shall deliver to CHIROFIT all materials in CONTRACTOR’s possession relating to CHIROFIT’s business.

18. Noncompetition, Noninterference, and Confidentiality. CONTRACTOR agrees that during the term of this Agreement CONTRACTOR shall not:

1. solicit, hire, or employ, directly or indirectly, any person who is or was, at any time during CONTRACTOR’s affiliation with and work on behalf of CHIROFIT, an employee or independent CONTRACTOR of CHIROFIT;
2. solicit, directly or indirectly, any patient of CHIROFIT, including any patient treated by CONTRACTOR during his/her work with and on behalf of CHIROFIT;
3. CONTRACTOR shall not disclose or use for other than CHIROFIT’s benefit any of CHIROFIT’s confidential information, including, but not limited to, CHIROFIT’s patient lists, records, policies, and/or procedures;
4. CONTRACTOR acknowledges and agrees that the covenants and undertakings contained in this section relate to matters which are of special, unique, and extraordinary importance to CHIROFIT and that violation of any of the terms hereof may cause irreparable injury to CHIROFIT, the amount of which may be impossible to estimate or determine and which cannot be compensated adequately;

19. Marketing And Promotion. CHIROFIT has sole and complete ownership, control and authority over the use of the name CHIROFIT and any logo associated with same.  CONTRACTOR agrees that he/she will not use the name CHIROFIT or CHIROFIT's logo(s), image or likeness in any advertising, promotion, marketing, publicity, press release, on labels, or in any other media (written, oral or electronic) displayed or distributed to the public without Scott Stamp's prior written approval.  CONTRACTOR further agrees that any such approved use shall be CONTRACTOR's expense.  Marketing and promotion means use of the name CHIROFIT or its logo(s) or likeness for any purpose including, but not limited to, any advertising, promotion, marketing, publicity, press release, on labels, or in any other media (written, oral or electronic) displayed or distributed to the public. 

1. Scott Stamp is the only individual on behalf of CHIROFIT who may give said written permission and Scott Stamp's signature alone will be deemed sufficient to constitute written consent as required herein. 
2. CONTRACTOR agrees that with any marketing or promotion, that he/she will use his/her best efforts to represent CHIROFIT in a manner that preserves and promotes the name, brand, character, quality and good reputation of CHIROFIT and Scott Stamp, and represented by the name CHIROFIT.

20. Reasonableness. CONTRACTOR acknowledges and agrees that CONTRACTOR has weighed all the facts, conditions, and circumstances pertaining to this Agreement, has been afforded an opportunity to consult with counsel of its choice concerning this Agreement and its legal effect, and acknowledges that all of the provisions of this Agreement are reasonable. CONTRACTOR shall not contest the validity of any provision of this Agreement and waives any and all rights that Service Provider may have to bring any claim, action, or suit or to raise any defense regarding the validity and reasonableness of this Agreement or any of its provisions.

21. Force Majeure. If either party is prevented or delayed in the performance of any of its obligations under this Agreement due to Force Majeure (defined below), that party will provide written notice to the other party specifying the nature and expected duration of the Force Majeure. The performance of the party invoking Force Majeure with respect to any obligation will be excused and the time for performance extended, but only for the period of delay or inability to perform due to Force Majeure. If the total of any period of delay or inability to perform due to Force Majeure asserted by either party during the Term equals or exceeds 30 consecutive days, the other party will have the right, at its option, to either terminate this Agreement by written notice or to continue to excuse the first party’s performance for the period of any delay or inability to perform due to Force Majeure. As used in this Agreement, “Force Majeure” shall mean any act of God, fire, casualty, flood, war, strike, lockout, labor trouble, or any other circumstances beyond the reasonable control of the party asserting it that prevents or delays the performance of any of its obligations under this Agreement.

22. Applicable Law. This Agreement will be governed by the laws of the State of Arizona.

23. Cost of Enforcement. Each party shall pay all costs and expenses, including reasonable attorney fees, incurred by the other party in enforcing the provisions of this Agreement or in recovering any claims or damages arising from a breach of this Agreement if the other party is successful in its action.

24. Notices. All notices or other communications required or permitted to be given to a party to this Agreement shall be in writing and shall be (a) personally delivered; (b) sent by registered or certified mail, postage prepaid, return receipt requested; or (c) sent by an overnight express courier service that provides written confirmation of delivery to CHIROFIT at 3655 W Anthem Way Ste A-109 #272 Anthem, AZ 85086 and to CONTRACTOR at the address shown below under CONTRACTOR’s signature. Each such notice or other communication shall be deemed given, delivered, and received on its actual receipt, except that if it is mailed in accordance with this paragraph, then it shall be deemed given, delivered, and received on the delivery date or the date on which delivery is refused by the addressee, in either case, in accordance with the U.S. Postal Service’s return receipt. Any party to this Agreement may give a notice of a change of its address to the other party(ies) to this Agreement.

25. No Partnership. This Agreement does not create a partnership relationship. CONTRACTOR does not have authority to enter into contracts on CHIROFIT’s behalf.  Parties agree that they are completely separate entities and are not employers/employees, partners, joint ventures, or agents of the other in any sense whatsoever.

26. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision is invalid and unenforceable as written, that provision will be deemed modified in a manner consistent with the intent of the original provision, so as to make it valid and enforceable. This Agreement, and the application of the provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable, shall not be affected.

27. Assignment and Delegation. CONTRACTOR may not assign or subcontract any rights or obligations under this Agreement without CHIROFIT’s prior written approval.