CONTRACT FOR SERVICES

Victory Infusion Consultants, Inc. 999 West Center Street; Suite 3 Manteca, CA. 95337 Phone: (866) 971-VICC (8422), 209-823-4600 Fax: (866) 972-VICC (8422), 209-823-4644 E-Mail: Consult@VicThePICC.com Site: www.VicThePICC.com CONTRACT FOR SERVICES Contractor Name: Address: Telephone #1: FAX: Date: City/State/Zip: Telephone #2: E-Mail: This Intravenous Service Agreement (the “Agreement”) entered into this __________day of________ (month), 2006, between “VICC the PICC, LLC.” (Hereinafter referred to as “Service Provider”) a Nevada Corporation doing business at 999 West Center Street; Suite #3, Manteca, CA 95366 and ___________________________ (hereinafter referred to as “Contractor”), a California Corporation doing business at ______________________________________________. RESPONSIBILITIES OF SERVICE PROVIDER Services, Supplies and Equipment Provided Service Provider shall provide a qualified Vascular Access Nurse for the purpose of peripheral venipuncture and the insertion of specialty catheters for patients under the care of Contractor. Service Provider shall also provide infusion access equipment, catheters and other necessary collateral supplies unless otherwise agreed in writing and appended to this agreement. Qualifications and Competency of Employees Service Provider shall provide qualified and professional IV-competent Registered Nurses (RNs) to perform all services and shall ensure that clinical competency validation, as required by the California Code of Regulations, Title 22, Sections 70016 and 70016.1 and the current standards of the Joint Commission on Accreditation of Healthcare Organizations, is performed for its nurses. Service Provider will maintain proof of licensure of RN consultants, and will provide license on Contractor's request. Service Provider will maintain documentation of RN's on-going education and in-services attended. Service Provider shall verify that its agent's and employee's education, knowledge and/or experiences are appropriate for their assigned responsibilities under the terms of this agreement/contract. Service Provider shall further verify that a criminal background check has been completed and that no disciplinary proceedings of any kind are either pending or in effect by employee's board of licensure or certification. Health Testing of Employees Service Provider shall provide evidence on request that nurses have had either a Rubella vaccine or positive titer, Measles vaccine or a positive titer, and an annual Tuberculosis screening. If TB screening is positive, the nurse will have evidence of a negative chest x-ray taken within the previous five (5) years. Laws, Policies and Procedures Service Provider shall adhere to infusion therapy policy and procedures of Contractor and Facility in which service is provided, including all pertinent federal (including HIPPA), state and local laws, and JCAHO regulations and standards. 1 Service-Contract-TBD-090106.pdf Insurance Carried Professional Liability Insurance and Comprehensive General Liability insurance covering all activities contemplated in this agreement shall be maintained and kept in full force for the entire term of agreement. Proof of insurance shall be provided upon request. Independence of Service Provider Employees Service Provider employees are completely and fully independent from Contractor and at no time shall and Service Provider employee be considered an agent or employee of the Contractor. Service Provider shall be at all times responsible for all wages, benefits, withholding, payroll taxes, business expenses, competency levels, and professional responsibilities of its personnel. Reporting and Documentation Contractor shall be immediately notified of any adverse reactions, untoward events, or unusual occurrences at Contractor’s facilities where a Service Provider’s IV Registered Nurse is involved or aware. Such an event will require completion of a written Contractor Incident Report. Service Provider will document all procedures in the facilities patient chart. Service Performed Solely on Behalf of Contractor Service Provider acknowledges and agrees that all services provided are on behalf of Contractor and in no way shall Service Provider use this opportunity to further its own interests in facilities being serviced. Indemnification Service Provider hereby agrees to indemnify and hold the other party harmless from and against any and all liability, losses, damages, claims, or causes of action, and expenses connected therewith (including reasonable attorney's fees) causes or asserted to have been caused, directly or indirectly, by or as a result of the performance of the other party's duties under this agreement. In the event this provision (including provision of attorney's fees) is found to be unenforceable as to their party. It shall be unenforceable to both parties, and the principles of equitable indemnity shall instead apply. Billing and Payment Fees for services are described in the attached Fee Schedule. Service Provider will submit accurate and complete monthly invoices to Contractor. These invoices will include the Date of Service, Service Provider’s Work Order number, Time Required, Patient Name, Procedure and Supply Item Number, Description of Service Provided and Amount Due. (Specific itemization of supplies used is provided in the Work Order provided for each patient.) In the event payments to Service Provider become overdue by thirty (30) days or more, Service Provider may, at it its discretion, withhold services under this Agreement until outstanding payments due are paid in full. Term of Service Service Provider may discontinue service with a 30 day written notice to Contractor at the Contractor’s address shown above. Contract shall be ongoing and continuous until written discontinuation notification is received. In addition, Service Provider may terminate this contract on five (5) days notice if Contractor commits a material breach of contract and fails to cure such breach to Service Provider within such fiveday period. RESPONSIBILITIES OF CONTRACTOR Instruction for the Use of Specialized Equipment Contractor shall provide instruction about the use of infusion pumps or other required, specialized equipment. Training may be provided upon acceptance of contract and repeated annually, or as agreed by both parties. Notification of Adverse Reactions, etc. Contractor shall provide immediate notification to Service Provider of any adverse reactions, untoward events, or unusual occurrences in a facility at which a Service Provider’s IV Registered Nurse is involved. Independence of Service Provider Employees Contractor recognizes and fully understands Service Provider employees are completely independent from Contractor, and at no time shall be considered an agent or employee of the Contractor. 2 Service-Contract-TBD-090106.pdf Indemnification Contractor hereby agrees to indemnify and hold the other party harmless from and against any and all liability, losses, damages, claims, or causes of action, and expenses connected therewith (including reasonable attorney's fees) causes or asserted to have been caused, directly or indirectly, by or as a Result of the performance of the other party's duties under this agreement. In the event this provision (Including provision of attorney's fees) is found to be unenforceable as to their party. It shall be unenforceable to both parties, and the principles of equitable indemnity shall instead apply. Billing and Payment Contractor agrees to review all invoices upon receipt and immediately notify the Service Provider of any errors or omissions that would affect payment in full so that Service Provider can correct these discrepancies. Service Provider further agrees to pay invoices promptly on receipt and in all cases within fifteen (15) working days from receipt. Late payments are subject to interest charges of 1.5% of the balance due per month (Annual Percentage Rate of 18%) or the maximum rate allowed by law. (See Exhibit A for fees charged.) Term of Service Contractor may discontinue service with a 30 day written notice to Service Provider at the address above. Contract shall be ongoing and continuous until written discontinuation notification is received. JOINT RESPONSIBILITIES AND MISCELLANEOUS ITEMS HIPAA Compliance The Parties acknowledge that, as health-care providers, they each have obligations to protect the confidentiality of individually identifiable health information under both the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and applicable state laws governing privacy. The Parties shall comply with the applicable laws, rules, and regulations governing patient privacy, and shall cooperate with one another as needed for compliance. Amendments and Modifications No amendment, modification, or supplement to the Agreement shall be binding on any of the parties unless it is in writing and signed by the parties in interest at the time of modification. Severability If any term or provision of the Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. Choice of Law This Agreement shall be governed by and construed under the laws of the State of California. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. By: _________________________________ [CONTRACTOR FULL LEGAL NAME] Title: ________________________________ VIC the PICC, LLC. FEIN #: 20 - 3316824 By: __________________________________ Cary Catron Director of Operations 3 Service-Contract-TBD-090106.pdf Exhibit A In reimbursement for aforementioned services, VIC the PICC LLC. will be paid the following fees for services and related supplies: CONSULTATION, SNV, and/or PIV INSERTION MIDLINE INSERTION (landmark) MIDLINE INSERTION (using ultrasound) PICC INSERTION (landmark) PICC INSERTION (using ultrasound) TELEPHONE CONSULTATION FORMAL INSERVICE DAILY ON-CALL FEE FOR 24/7 RESPONSE $125 per visit* $200 per visit* $300 per visit* $250 per visit* $350 per visit* $30 per call On Request $15 per day A regular procedure ‘visit’ consists of up to two hours. Time beyond the regular visit is billed at $ 85.00 per hour. Supplies are billed at the manufacturer’s list price plus procurement, stocking, and handling fee. The following holidays are charged at a rate of time and one half: New Year’s Day, President’s Day, Memorial Day, The Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Contractor shall pay Service Provider for all services rendered and supplies used within 15 days of receipt of invoice. All overdue invoices are subject to a charge of 1.5% per month (18% per annum). All invoices are to be sent to: [CONTRACTOR] Contractor Signature Service Provider Signature Print Name Print Name Title Title Date Date 4 Service-Contract-TBD-090106.pdf