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California Independent Contractor Agreement document sample
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INDEPENDENT-CONTRACTOR AGREEMENT
Nurse Practitioner
THIS AGREEMENT is made and entered into by and between the Registry of
Physician Specialists, a California professional corporation (hereinafter called “RPS”), and
______________________________________, (hereinafter called “Contractor”).
Recitals
RPS provides professional health services (hereinafter called “Professional Services”)
with a principal place of business at Walnut Creek, California (the “Office”). RPS
also provides Professional Services to inmates at certain prisons within the California
Department of Corrections System (the “CDC”), and to the patients of other health
care delivery agencies.
Contractor is currently licensed in California as a Nurse Practitioner, and is qualified to
provide Professional Services within the State of California, and desires to render
Professional Services to those patients of RPS who are inmates within the CDC.
Agreement
In consideration of the promises and the mutual covenants herein contained, and for good
and valuable consideration, it is agreed:
1. Independent Contractor. It is understood and agreed, and it is the intention of
the parties hereto, that Contractor is an independent contractor, and not the employee,
agent, joint venturer, or partner of RPS for any purpose whatsoever. RPS shall have no
right to, and shall not control the manner nor prescribe the method by which the
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Professional Services are performed by Contractor hereunder. Contractor shall be entirely
and solely responsible for his/her acts and the acts of his/her agents, employees, and
subcontractors while engaged in the performance of services hereunder.
2. Services to be Provided and Scheduled. Contractor shall render Professional
Services at CDC Prisons. Services shall be rendered on those days and at the times
requested by CDC.
2.1. Services provided by the Contractor shall include, but not be limited to:
a) Providing clinical assessments and case management services;
b) Constructing and interpreting medical histories;
c) Performing and interpreting selected laboratory tests;
d) Developing and implementing treatment plans; and
e) Referring inmate/patients to a physician in accordance with standardized
procedures and as determined by the Chief Medical Officer.
3. Confidential Information. For the purpose of this Agreement, the term
Confidential Information means information, material, and trade secrets proprietary to
RPS or any related or affiliated entity or designated as confidential by RPS, whether or
not owned or developed by RPS, which Contractor may obtain knowledge of or access to,
through or as a result of Contractor’s independent contractor relationship with RPS or
with any related or affiliated entity. Without limiting the generality of the foregoing,
Confidential Information will include, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced to writing):
(a) All company publications of any kind or type;
(b) Research, economical or financial analyses prepared using RPS client
financial statements or similar information, including fees paid to providers;
(c) RPS marketing techniques, practices and materials, and marketing or state
contracting or contracting plans; and
(d) Client names and other information related to RPS’s clients, including but not
limited to the Department of Corrections or any prison or correctional facility clients,
such as addresses, key contact people, clients’ peculiar needs, desires, and price/bidding
constraints, financial statements, and accounting reports, credit reports, account balances,
treatment plans and related information.
3.1. In consideration of Contractor’s independent contractor relationship with
RPS, Contractor agrees to hold in confidence and not to directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential Information to any person or
entity, or utilize any of the Confidential Information for any purpose, except in the course
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of Contractor's independent contractor relationship with RPS, without the prior written
consent of RPS. Contractor and RPS agree to regard and preserve as confidential all
Confidential Information. Contractor agrees not to take, retain or copy, without the prior
written consent of RPS, any or all of the Confidential Information.
3.2. All notes, data, reference materials, memoranda, documentation and records
in any way incorporating or reflecting any of the Confidential Information and all
proprietary rights therein, including copyrights, will belong exclusively to RPS, and
Contractor agrees to turn over promptly all copies of such materials in Contractor's
control to RPS upon RPS's request or upon termination of Contractor's independent
contractor relationship.
4. Non-Compete Agreement. Contractor agrees that during this Agreement and
for a period of one (1) year immediately following the termination of this Agreement
with RPS, Contractor will not at any time, directly or indirectly, on his/her own behalf or
on behalf of any other person, firm, corporation or other entity, solicit or induce or
attempt to solicit or induce any individual(s) then working with or on behalf of RPS to
terminate their relationship with RPS.
5. Non-exclusive Services. To the extent not prohibited by this Agreement or
Section 4, and provided it does not materially interfere with Contractor’s performance
under this Agreement, Contractor may, during the term of this Agreement, render
professional services on his/her own account or for any other person or entity as
Contractor, in Contractor's sole discretion, sees fit.
6. Compensation. RPS will compensate Contractor, and Contractor agrees to
accept, for all Professional Services performed by Contractor under this agreement the
following: $95.00 (ninety-five dollars) -$135.00 (one hundred thirty-five dollars) per
hour depending on the facility.
6.1. Payment Policy. RPS will pay for hours worked per month in two (2)
installments each of one half month’s fees on the fifth and the twentieth of the month
following payment to RPS on invoices submitted to CDCR. Please note: CDCR has
thirty (30) days to pay invoices. Your first check after beginning a work assignment will
come at least 30 days after submitting timesheets.
RPS may modify the terms of this payment provisions with 30 (thirty) days
written notice to Contractor or by mutual consent of the parties.
6.2. Contractor acknowledges that RPS may experience delays in receiving
payment from the State of California for Professional Services rendered by the
independent contractors of RPS. Contractor specifically agrees that RPS is not obligated
to pay contractor until RPS receives payment from the State of California for the specific
services rendered by Contractor.
6.3. Company will not withhold from its payment to Contractor any of the
following: social security, state or federal unemployment insurance contributions, state or
federal income tax, or disability insurance contributions.
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7. Effective Date. The effective date of this Agreement is: ____________.
8. Term and termination of Agreement. The term of this Agreement shall be
for one year from the effective date hereof and shall automatically renew at the end of the
term unless written notice is given to terminate 90 days before the end of the term.
Notwithstanding the foregoing, at any time during the term hereof, this Agreement may
be terminated in accordance with the following provisions: (a) if a party has materially
breached the Agreement, this Agreement may be terminated on 48 hours prior written
notice; or (b) this Agreement may be terminated by either party with or without cause on
30 days prior written notice to the other party.
9. Insurances. Contractor hereby represents and warrants that for the term of
this Agreement, he/she will, at his/her own expense, maintain professional liability
insurance. Contractor agrees to carry a minimum coverage of $1,000,000 per claim up to
an annual aggregate of $3,000,000 for bodily injury and property damage liability
combined. By signing this Agreement, Contractor certifies that the professional liability
insurance carrier has knowledge of Contractor’s extension of his/her practice to
California Department of Corrections and rehabilitation inmates. Contractor shall ensure
that RPS is listed as an additional named insured on Contractor’s professional liability
policy. Contractor will maintain such automobile and general liability insurance as
required by CDC.
9.1 Workers Compensation Insurance. The CDCR requires all physicians to be
covered under workers compensation insurance. Contractor will be included in
Company’s group policy at no cost to Contractor.
10. Records. Contractor shall prepare and maintain complete and accurate
medical records of all care, treatment, and examination of patients treated by Contractor,
which records shall remain in the possession and control of RPS and/or the CDC. RPS
and/or the CDC shall make available to Contractor, the medical records or copies thereof
necessary for Contractor to provide the Professional Services during the term of this
Agreement. After the termination of this Agreement, RPS shall, during its normal
business hours, permit Contractor access to such records as RPS has in its possession for
copying at Contractor’s expense.
11. Expenses. RPS shall be responsible for all of its general overhead expenses.
Except for said general overhead expenses, Contractor shall be responsible for all of
Contractor’s expenditures related to the performance of Contractor’s duties under this
Agreement including, but not limited to, the following: (a) professional license fees and
professional association membership fees and dues; (b) automobile and other travel
expenses; (c) professional education courses and materials; (d) professional conventions
and meetings; (e) professional malpractice and errors and omissions insurance.
12. Hold-Harmless Agreement. Contractor is solely liable for all claims,
liabilities, damages, and debts of any type whatsoever that may arise on account of
Contractor’s activities in the performance of this Agreement. Contractor shall exonerate,
indemnify, defend, and hold harmless RPS and any employee of RPS for any loss,
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damage, liability, or claim paid or incurred by RPS, or employee by reason of
professional liability resulting from Contractor’s performance of the Professional
Services hereunder, or from the acts or omissions of Contractor.
13. Fingerprinting. Contractor acknowledges and agrees that he/she may be
subject to fingerprinting and clearance by the State through the Department of Justice,
Bureau of Criminal Identification and Information, and agrees to provide fingerprints.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
15. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force and effect without being impaired or invalidated
in any way.
16. Integration. This Agreement contains the entire agreement among the parties
and supersedes all prior and contemporaneous oral and written agreements,
understandings, and representations between the parties. No amendments to this
Agreement shall be binding unless executed in writing by both of the parties.
17. Waiver. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
18. Notices. Any notice required by this Agreement shall be effective only if sent
by certified or registered mail, return receipt requested, postage prepaid, as follows: If to
the RPS: 1299 Newell Hill Place, Suite 100, Walnut Creek, CA 94596; if to Contractor,
to the address shown on the last page of this Agreement. For purposes of determining
compliance with any time limit in this Agreement, a notice shall be deemed to have been
duly given on the third business day after mailing, if mailed to the party to whom notice
is to be given in the manner provided in this Section. Either party may, at any time,
change its address designated above by giving to the other party thirty (30) days written
notice of the new address to be used for the purposes of this Section.
19. Assignability. Neither this Agreement nor any duties or obligations hereunder
shall be assigned by any party hereto without the prior written consent of the other party.
20. Conduct. Both Contractor and RPS agree at all times during the term of this
contract that Contractor, RPS, and all employees of RPS shall act in accordance with area
standards (including the standard of care prevalent in the community) of the Professional
Services practiced and in accordance with the rules and regulations of the State of
California and all state, local, and professional regulatory agencies.
21. Digest of Laws Related to Association with Prison Inmates. By signing this
Agreement, Contractor acknowledges that he/she has read and agrees to be bound by the
Digest of Laws Related to Association with Prison Inmates attached as Exhibit A.
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22. Nondiscrimination. Contractor shall not unlawfully discriminate, harass or
allow harassment, against any employee or applicant for employment because of sex,
race, color, ancestry, religious creed, national origin, physical disability (including HIV
and AIDS), mental disability, medical condition (cancer), age (over 40), marital status,
and denial of family care leave. Contractor shall ensure that the evaluation and treatment
of their employees and applicants for employment are free from such discrimination and
harassment. Contractor shall comply with the provisions of the Fair Employment and
Housing Act (Government Code Section 12900 et seq.) and the applicable regulations
promulgated thereunder (California Code of Regulations, Title 2, and Section 7285.0 et
seq.). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code Section 12990 (a-f), set forth in California Code
Regulations, Title 2, Chapter 5, Division 4 are incorporated into this Agreement by
reference and made a part hereof as though set forth in full. Contractor shall give written
notice of their obligations under this clause to labor organizations with which they have a
collective bargaining or other agreement.
23. Drug-Free Workplace. Contractor acknowledges receipt of a copy of RPS’s
Statement of Drug-Free Policy and Program attached as Exhibit B and agrees to abide by
its terms.
24. Arbitration. Any actions, controversies, claims, disputes and/or other factual
or legal matters in question arising out of or relating to this Agreement, or the alleged
breach thereof, shall be settled by arbitration by the American Arbitration Association.
24.1. Unless the parties agree otherwise, any such arbitration shall be held in
Contra Costa County, California, before one arbitrator who shall be selected by mutual
agreement of the parties; if agreement is not reached on the selection of an arbitrator
within 15 days after receipt of a demand for arbitration by the other party (the Initial
Selection Period), then each party shall have 15 days from the expiration of the Initial
Selection Period to select an arbitrator. The two arbitrators shall select a third arbitrator
who shall arbitrate the dispute. If either party does not timely select an arbitrator, the
arbitrator selected by the other party shall arbitrate the dispute.
24.2. Costs and fees of the arbitrator shall be borne by the non-prevailing party,
unless the arbitrator determines otherwise. The award of the arbitrator, which may
include equitable relief, shall be final and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof.
24.3. Any demand for arbitration shall be in writing and must be made within a
reasonable time after the claim, dispute, or other matter in question has arisen. In no
event shall the demand for arbitration be made after the date that institution of legal or
equitable proceedings based upon such claim, dispute or other matter would be barred by
the application statute of limitations.
25. Section Headings. Section Headings are used in this Agreement for
convenience only and shall not be deemed part of this Agreement.
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26. Minimum Experience. Contractor represents that he/she has at least two
years of experience, within the last three years before the assignment, rendering patient
care in a public or private acute nursing setting.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it with an
effective date as first above written.
RPS, Registry of Physician Specialists, Inc., a California Professional Corporation
By ___________________________ Address: 1299 Newell Hill Place, Suite 100
Date __________________________ Walnut Creek, CA 94596
CONTRACTOR, Nurse Practitioner
By ___________________________ Address: ___________________________
Date __________________________ ____________________________
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