This Medical Services Agreement (“MSA” or “Agreement”) is made this ___ day of 20___, between __________, whose postal address is ______________, and whose Freelance Clinician user I.D. is ___________(hereinafter, “Health Care Facility” or “HCF”) and ____________, whose postal address is ___________, and whose Freelance Clinician user I.D. is ___________ (hereinafter, “Contract Medical Professional” or “CMP”). 
Whereas, Health Care Facility and Contract Medical Professional have utilized the services of Liberation Medical Systems, Inc., a corporation of the State of Florida (hereinafter "Freelance Clinician") for the purpose of seeking or providing medical services; and
Whereas, Health Care Facility and Contract Medical Professional desire to enter into a medical services agreement whereby Health Care Facility will engage Contract Medical Professional to provide medical services as an independent contractor to Health Care Facilities clients and patients; and
Whereas, Health Care Facility and Contract Medical Professional acknowledge the value of the services provided by Freelance Clinician.
Now, therefore, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the parties hereby agree and promise, as follows:
1. Definitions.
As used in this Agreement, the following terms shall have the meaning stated below:

a. Job Posting #______ means that certain job description posted by Health Care Facility on the Freelance Clinician website that was bid upon by Contract Medical Professional.
b. The Joint Commission means the certain independent, not-for-profit organization that accredits and certifies health care organizations and programs in the United States, formerly also known as the Joint Commission on Accreditation of Healthcare Organizations (JCAHO) and the Joint Commission on Accreditation of Hospitals (JCAH).
c. Contract Term means the period of time stated in paragraph 3, hereof, and any extension thereof, as agreed to in writing by the parties.
d. Invoicing and payment system means the service provided on the Freelance Clinician website for submitting, reviewing and approving invoices and for making and receiving payment on invoices through a third-party payment service as determined by Freelance Clinician.
e. Work week means the seven days, beginning at midnight each Sunday and ending at 11:59 p.m. the following Saturday.
f. Overtime hours means any hours over 40 hours worked in one work week.
g. Holiday means those days designated as holidays by the United States Office of Personnel Management.

2. Description of Work.
The work to be performed by Contract Medical Professional includes performing ____________ services within the scope of CMP’s license for clients or patients of HCF as more specifically described on Job Posting # _________. CMP shall maintain all appropriate and applicable certification and licensure necessary to perform the services, at CMP’s sole cost and expense.

3. Contract Term.
The Contract Term will begin on the ___ day of ________, 20 and shall run for ___ weeks, until the ____ day of _________, 20. The Contract Term may be extended by agreement of the parties, subject to all the same terms and conditions of this MSA. Freelance Clinician shall be notified of any Contract Term extension.

4. Compensation.

a. HCF shall compensate CMP for a minimum of ____ guaranteed hours per work week for the Contract Term, at the following rates:

Regular rate: $______ per hour 
Overtime rate: $_____ per hour
Holiday rate: $_____ per hour

b. HCF and CMP agree to utilize the Freelance Clinician invoicing and payment system for the submission, review and approval of invoices and for the remittance of all payments thereon. CMP shall submit each invoice no later than Tuesday, each week, for the previous week’s services. Each invoice shall report actual hours worked each work day, indicating overtime hours, holiday hours, and other special rates as provided for herein, as applicable. In the event HCF does not require CMP’s services for the total guaranteed hours per week, as set forth above, HCF shall nonetheless be invoiced for a minimum of the guaranteed hours. HCF shall remit payment through the invoicing and payment system no later than 30 days after the date the invoice is submitted by CMP. Any outstanding balance not paid within 30 days after the date the invoice is submitted by CMP is subject to a late charge of 1.5% of the such outstanding balance for each month it remains unpaid.
c. If HCF finds an error in an invoice submitted by CMP, HCF shall notify CMP within five business days of such submittal and CMP shall either submit a corrected invoice or resubmit the original invoice no later than the next following Tuesday. HCF shall then remit payment through the Freelance Clinician invoicing and payment system no later than 14 days after the date the corrected or resubmitted invoice is submitted by CMP. In the event that parties do not agree as to the correct invoice terms, HCF shall pay at least the undisputed amount within 14 days after the date of the invoice is resubmitted. CMP shall not waive its right to seek the unpaid compensation by receipt of such partial payment. Failure of HCF to notify CMP of the disputed invoice terms constitutes a waiver of any objection to the applicable invoice only and does not waive any objection to future invoices.
d. HCF and CMP have agreed to apply a Prompt Payment Discount as follows:

i. 7-day payment: If HCF remits payment to the invoicing and payment system on or before the seventh day after the date the invoice is submitted by CMP, HCF may deduct 2% of the gross amount due on the invoice. 
ii. 14-day payment: If HCF remits payment to the invoicing and payment system after 7 days but within 14 days of the date the invoice is submitted by CMP, HCF may deduct a sum equal to 1% of the gross amount due on the invoice. 
iii. Discount improperly taken: In the event HCF takes a discount but does not make “prompt payment” within 7 or 14 days, as provided herein, CMP shall be entitled to add the amount of the discount improperly taken to a subsequent invoice.

e. HCF and CMP have agreed to the following additional compensation provisions:

i. Call-back rate: __________ per hour
ii. Night Shift Differential rate : _________ per hour
iii. Charge Designation rate: _____ per hour
iv. Mileage rate: _____ per mile

5. Payment Processing by Freelance Clinician.

a. The parties agree all payments for compensation of CMP’s services shall be made through the invoicing and payment system. 
b. CMP and HCF each acknowledge that Freelance Clinician shall be entitled to receive its fee from each payment made by HCF. 
c. HCF will be credited for payment of a CMP invoice on the date such payment is remitted to the invoicing and payment system and HCF will be entitled to the Prompt Payment discount authorized by this MSA, if any, based upon the date of payment by HCF to the invoicing and payment system. 
d. CMP understands and agrees that Freelance Clinician’s fee will be taken from CMP’s payment processing account immediately after the HCF payment is transferred to CMP.
e. HCF acknowledges and agrees that its liability for paying CMP’s invoices is irrespective of its ability to collect from their patients, Medicare, Medicaid, other insurance programs, or any other party responsible for payment for patient services.

6. Conversion to Permanent Employment.
If, at any time during any the Contract Term or within 9 months after the termination of this MSA, HCF and CMP enter into a permanent employment arrangement, Freelance Clinician shall be entitled to receive a service fee equal to 5% of CMP’s gross annual salary. This service fee shall be waived once the HCF makes payment, using the Freelance Clinician invoicing and payment system, on 520 hours (including regular, overtime and holiday hours) of the CMP's services. Freelance Clinician shall be notified of the conversion to permanent employment and payment of its fee shall be remitted by HCF within 14 days of the effective date of such conversion.

7. Termination without Cause.
Either party may cancel this MSA for any reason and without obligation by giving written notice (as provided by section 17, of this MSA) no later than 14 days prior to the start of the Contract Term. Thereafter, either party may terminate the Agreement, without cause, with at least 14-days advance written notice, subject to the following conditions:

a. If CMP terminates the Agreement prior to the end of the Contract Term, without cause, CMP shall only be entitled to compensation for actual services rendered, at the applicable rate(s).
b. If HCF terminates the Agreement prior the end of the Contract Term, without cause, HCF shall compensate CMP for all services rendered, at the applicable rate(s), plus the regular hourly billing rate for 50% of the remaining guaranteed hours in the Contract Term.

8. Termination for Cause by HCF.

HCF may terminate this MSA for cause (as defined herein), without prior notice to CMP, as follows:

a. “Cause” shall mean the failure of CMP to meet the essential requirements of the service to be performed, as set forth in Job Posting # ____, and may include, by way of example, but not limitation, any of the following:

i. Professional incompetence or negligence of the CMP;
ii. CMP does not possess current and valid certification or license required to perform the services under this Agreement;
iii. CMP violates of the standards of medical care applicable to the services provided under this Agreement;
iv. CMP fails to report for service as scheduled and without giving notice to HCF;
v. CMP violates drug abuse policies of HCF;
vi. CMP violates written policies of HCF applicable to performance of services under this Agreement;
vii. CMP fails to meet the qualifications specified by Job Posting # __________.
viii. CMP violates the provisions of paragraph 9 of this MSA regarding HCF Confidential Information.

b. Termination for cause shall be effective immediately upon notice to CMP.
c. CMP shall be entitled to compensation only for actual services rendered up to and on the effective date of termination.
d. HCF shall immediately notify Freelance Clinician of the effective date of the termination of CMP and may, at its option, add CMP to its “Do Not Send” list which will result in CMP being ineligible to bid on any future job posting by HCF.

9. Termination for Cause by CMP.

In the event HCF fails to make payment on an invoice within 45 days after submittal thereof, or otherwise fails to act in good faith to review and approve any invoice submitted by CMP, CMP may terminate this MSA and shall be entitled to receive compensation for all services rendered, at the applicable rate(s), plus the regular hourly billing rate for 50% of the remaining guaranteed hours in the Contract Term.

10. Records of HCF Clients and Patients/Confidentiality.

a. All records relating to clients and patients treated by CMP pursuant to this Agreement shall belong to and remain the property of HCF. CMP agrees to respect and abide by all federal, state, and local laws pertaining to confidentiality and disclosure with regard to all information and records obtained or reviewed by CMP in the course of providing services to HCF clients and patients.
b. CMP acknowledges that during the term of this Agreement, CMP may have access to or become acquainted with proprietary information and confidential information belonging to the HCF including, but not limited to medical records and histories, patient identifiable information, and other information not generally known by the public or to the competitors of HCF (“Confidential Information”). CMP agrees that it will safeguard the confidentiality of all Confidential Information at all times, even following the term of this Agreement. Upon request, CMP shall furnish the HCF with information demonstrating CMP’s compliance with applicable laws and/or its policies implemented by HCF for security of the Confidential Information.
c. CMP further agrees to execute any Business Associate Agreement or similar agreements that may be required under the regulations of the Health Insurance Portability and Accountability Act (HIPAA). This section shall survive termination of this Agreement. To the extent permitted by law and if deemed a Business Associate, CMP shall indemnify, hold harmless and defend the HCF and Freelance Clinician from any and all liabilities, claims, lawsuits, injuries, losses, expenses and damages whatsoever, incurred solely as a result of, or arising solely out of any misrepresentation, material breach or non-fulfillment of any undertaking on the part of the CMP under this Agreement.

11. Relationship of the Parties.

a. CMP is an independent contractor and is not an employee, servant, partner or joint venture with HCF or Freelance Clinician. HCF shall determine the services to be provided by CMP, but CMP shall determine the means by which it accomplishes the services in accordance with this Agreement. THE SERVICES TO BE PERFORMED BY CMP UNDER THIS AGREEMENT WILL BE PERFORMED ENTIRELY AT CMP’S RISK. 
b. HCF shall provide instruction to CMP regarding HCF’s specific policies and procedures related to compliance with the accreditation standards of The Joint Commissions, including, but not limited to facility safety procedures, equipment handling, and services.
c. Neither HCF nor Freelance Clinician is responsible for income withholding, and shall not withhold or deduct from the Compensation, FICA or taxes or any kind, unless such withholding becomes legally required. CMP shall indemnify and defend both HCF and Freelance Clinician against any and all such taxes or contributions, including penalties and interest. CMP will provide proof of payment of appropriate taxes on Compensation paid by HCF to CMP upon reasonable request of HCF or Freelance Clinician.
d. CMP is not entitled to receive benefits that the employees of HCF receive, including without limitation, workers compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacation, paid holidays, pension, profit sharing, or Social Security, on account of its services to HCF. 
e. Until the expiration of four (4) years after the furnishing of services pursuant to this Agreement, CMP shall make available upon written request to the Secretary of the United States Department of Health and Human Services or the Comptroller of the United States this Agreement, or any of their duly authorized representatives, all books, documents and records that are necessary to certify the nature and extent of the cost of services provided pursuant to this Agreement.

12. Insurance Requirements.

a. CMP will carry, for the duration of the Contract Term, professional liability insurance in the minimum amount of one million ($1,000,000.00) dollars per occurrence and three million ($3,000,000.00) dollars aggregate coverage. 
b. CMP shall maintain workers’ compensation insurance as prescribed in the applicable state law. 
c. CMP agrees to indemnify HCF and Freelance Clinician for any liability and expenses arising from the negligent performance of its services under this Agreement to clients or patients of HCF. 
d. Other than with respect to the workers’ compensation insurance, HCF shall be named as additional insured (if desired by HCF) on the insurance policies described above. Upon execution of this Agreement, and as may be requested from time to time, CMP shall provide HCF with proof of such coverage. CMP shall notify HCF in writing at least thirty (30) days prior to any change in such coverage, including, but not limited to, renewal and cancellation. 
e. For ‘Home Health’, CMP shall be required to maintain automobile liability coverage with a minimum policy or self-insured retention program limit of $500,000 covering bodily injury and property damage arising out of the use of any non-owned or hired autos.
f. CMP acknowledges and agrees that HCF does not provide insurance coverage for any acts or omissions of CMP. Furthermore, it is not the intent of Freelance Clinician or HCF to indemnify CMP for any wrongful acts.

13. Freelance Clinician as Third-Party Beneficiary

a. HCF and CMP acknowledge and agree that the value, reputation, and goodwill of Freelance Clinician depends on the performance by HCF and CMP of their covenants and agreements in this Agreement. HCF and CMP therefore appoint Freelance Clinician a third-party beneficiary of this Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on Freelance Clinician by this Agreement and the User Agreements between Freelance Clinician and each respective party.
b. During the Contract Term, and for a period of nine (9) months thereafter, HCF and CMP agree neither to solicit the other party, nor to enter into any employment agreement, arrangement or contract between them, except through Freelance Clinician. 
c. The parties hereby incorporate the terms and conditions applicable to the rights and benefits conferred upon Freelance Clinician as set forth in the said User Agreements. Should any conflict arise between any provision of this MSA and the User Agreements, such that both provisions cannot have effect, the provisions of the User Agreement shall prevail over the conflicting provision of this MSA. HCF and CMP further agree that Freelance Clinician has the right to take such actions with respect to this Agreement or their Freelance Clinician Accounts, including without limitation suspension, termination, or legal actions, as Freelance Clinician in its sole discretion deems necessary.

14. Severability.

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the removal of the invalid provision.

15. No Waiver.

The failure of either party to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

16. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to any conflict of laws principles that require the application of the law of a different jurisdiction. HCF and CMP hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Brevard County, Florida for any lawsuit arising from or related to this Agreement filed there against them by each other or by Freelance Clinician.

17. Notices.

Any notice provided for or concerning this Agreement shall be in writing and shall be transmitted to the applicable party by certified mail to the postal address first set forth above and via the Freelance Clinician dashboard message system. Freelance Clinician shall be notified by certified mail to: 109 Sea Grape Rd. Melbourne Beach, FL 32951

18. Entire Agreement.

This Agreement constitutes the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement is not binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement.

a. No provision of the Agreement can be modified without the express written consent of Freelance Clinician, except as follows:

i. length and dates of the Contract Term in section 3 of this MSA;
ii. rates of compensation and the guaranteed hours in section 4a., and section 4e., if applicable;
iii. HCF Policy addenda may be incorporated to the MSA, provided however that no such addendum shall modify any other provision of this MSA.

b. Any modification of this MSA, as allowed hereby, must be made in writing executed by both parties, with notice to Freelance Clinician.

20. Assignment of Rights.

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation or other entity without the prior, express, written consent of the other party.

Executed and agreed to the day and date first above stated.