PHYSICAL THERAPIST INDEPENDENT CONTRACTOR AGREEMENT

This Physical Therapist Independent Contractor Agreement (this “Agreement”) is made this ______day of ____, 20__, by and between Resourcience LLC a Michigan limited liability company (“____”), and ______(“Therapist”). If Therapist is a professional corporation or other entity, then any reference in this Agreement to Therapist also means any individual Therapist, acceptable to Resourcience LLC, who performs services pursuant to this Agreement and who must agree in writing to be bound by its terms.

RECITALS

A. Resourcience LLC is a temporary and permanent search agency that acts as an intermediary and broker to match Physical or Occupational Therapists with clients who need Therapist services on a temporary or permanent basis.

B. Physical or Occupational Therapist is an independent contractor who desires to utilize Resourcience LLC for the brokering of his/her professional services to Clients, as a result of which Physical or Occupational Therapist will provide professional services directly to patients of Clients or the entities which Clients serve.

C. The relationship created by this Agreement is that of broker/independent contractor and no employer/employee relationship by, or among, Resourcience LLC, a Client and/or Therapist is intended by any party.

AGREEMENT

1. Duties of Resourcience LLC :______. ___Resourcience LLC______hereby agrees to act as an intermediary and broker between Therapist and Clients by referring Therapist for possible opportunities and assignments and further evaluation according to a Clients’ staffing requests and to compensate Therapist for Therapist’s services provided to Clients under this Agreement. Resourcience LLC will not present or refer, either in person, or by resume or by name, Therapist to a Client, except at the request of the Client and only with the Therapist’s knowledge and consent. Acceptance of assignments with Clients under this Agreement will be subject to written confirmation by Therapist, as set forth in Exhibit 1, as applicable. This Agreement shall be amended from time to time to modify and replace Exhibit 1 to reflect additional assignments, cancelled assignments and changes in compensation or other terms and conditions related to assignments. Resourcience LLC will prepare and present an Internal Revenue Service Form 1099 to Therapist each year, in accordance with applicable requirements, documenting the amounts paid from Client assignments matched within the prior year, for which the Therapist is responsible for tax (Federal, State and Local) reporting and payment.

2. Duties of Therapist.

1 2.1 Resourcience LLC hereby engages Therapist as an independent contractor, and Therapist accepts such engagement by Resourcience LLC as set forth herein. As a Therapist, Therapist shall be responsible under this Agreement to perform the duties encompassing the practice of physical therapy as designated on Exhibit 1 of this Agreement, and as are mutually agreed upon by the parties from time to time. Therapist agrees to perform these duties in accordance with: (a) the standards of patient care promulgated by Resourcience LLC and generally accepted methods and ethical standards applicable to Therapist’s professional capacity; (b) the applicable standards established from time to time by third party payors (including but not limited to Blue Cross-Blue Shield, Medicare and Medicaid); and (c) all applicable federal, state, county, and municipal laws, rules, ordinances and regulations.

2.2 Therapist agrees to notify Resourcience LLC in writing within 24 hours and prior to performing further services under this Agreement of any time Therapist becomes aware of: (i) any investigation which may result in the suspension or loss of his or her license to practice physical therapy; (ii) the loss or adverse change in Therapist’s Medicare, Medicaid, or other third-party provider status; (iii) if Therapist’s license to practice physical therapy is suspended for any reason; or (iv) if there is any legal, ethical, physical or mental reason to believe that Therapist may be in anyway limited in his or her ability to perform all of the functions of his or her assignment(s) under this Agreement.

3. Independent Contractor Status. Therapist shall provide services under this Agreement as an independent contractor, only. Therapist shall utilize his or her own independent judgment and discretion in the performance of clinical services in accordance with professional standards of practice without supervision by Resourcience LLC. Accordingly, nothing in this Agreement or the services to be provided by Therapist hereunder shall create an employer/employee or agency relationship between Therapist and Resourcience LLC, or between Therapist and any Client. Therapist acknowledges that he/she is not entitled to holidays, vacations, disability benefits, or other benefits offered or provided by Resourcience LLC to its employees or by Client to its employees. It is therefore understood that with respect to Therapist’s services under this Agreement, Therapist is not and shall not become eligible to participate in any Resourcience LLC provided or sponsored employee retirement or welfare benefit plan, nor shall Therapist be eligible to participate in any employee retirement or welfare benefit plan provided by any Client. Therapist also shall indemnify and hold Resourcience LLC and its related entities, as well as their respective agents, members, shareholders, benefit plans or plan fiduciaries, harmless from any claims made by or on behalf of Therapist due to Therapist’s failure to properly pay taxes or for any employment related claims made against Resourcience LLC or related entities, or their respective agents, members, benefit plans and plan fiduciaries, with respect to this Agreement or Therapist’s services provided hereunder.

4. Assignments, Payment for Services and Expenses. Therapist’s assignments and anticipated duration of assignments under this Agreement shall be as indicated in and

2 shall be subject to Exhibit 1. Nothing in this Agreement, or otherwise, guarantees any amount of assignments to Therapist, but rather only states the terms of Therapist’s engagement(s) should Therapist and Resourcience LLC agree to assignments per Exhibit 1, as may be attached hereto and revised by the parties hereto from time-to-time. Resourcience LLC shall only compensate Therapist for his/her services and applicable expenses under this Agreement in accordance with the provisions of Exhibit 1 hereto and the other terms of this Agreement. Therapist understands and agrees that Therapist shall only be paid by Resourcience LLC for services actually provided. It is therefore agreed that time scheduled but not worked, for any reason, is not to be compensated. Resourcience LLC makes no promise or warranty as to any minimum amount of time Therapist will be entitled to provide services under this Agreement in any month, or otherwise.

4.1 Therapist shall periodically (but not more often than weekly) submit to Resourcience LLC a signed report of services provided and expenses to be reimbursed for services rendered and expenses incurred since the previous report. Resourcience LLC shall approve such report by signing the same (or dispute the report). Resourcience LLC shall pay Therapist for all fees and expenses so reported and not disputed at such intervals as may be mutually agreed (but not more often than weekly). If there are any disputed charges, the parties will endeavor to promptly resolve the disputed charges in good faith. Any fees or expenses not reported and agreed in a timely manner shall be waived. If a Client or Resourcience LLC determines that Therapist has not completed medical and related billing records in a manner appropriate for billing and other recordkeeping purposes, then Resourcience LLC will notify Therapist of the deficiency and withhold payment of all fees and expenses until the deficiency is cured.

4.2 As an independent contractor, Therapist is responsible for paying his/her own taxes (Federal, State and Local), Worker's Compensation, health, disability, life and dental insurance, as well as any professional dues, CME expenses and state licensing fees.

5. Assignment of Professional Fees. As may be required on Exhibit 1, Therapist shall assign to each applicable Client to whom Therapist is assigned to perform services under this Agreement, any and all professional fees charged for all services to be performed by Therapist pursuant to this Agreement and agrees to execute and deliver any and all documents and instruments and take all actions necessary in the opinion of the Client to effect the assignment of his or her professional fees chargeable to patients or third party payors for services performed pursuant to this Agreement. The foregoing shall be a condition precedent to the engagement of Therapist hereunder.

6. Term. The term of this Agreement (the “Term”), other than those provisions which specifically extend beyond the period of Therapist’s engagement under this Agreement, shall be for one (1) year, unless terminated as provided in Paragraph 10, below. This Agreement shall be automatically renewed for successive one (1) year terms unless terminated as provided in Paragraph 11, below. There is no assurance, expressed or

3 implied, that this Agreement will be renewed, but if it is not to be automatically renewed, the non-renewing party must provide the other party with at least sixty (60) days’ prior written notice. It is agreed that the provisions below which specifically provide that they survive the termination of this Therapist’s engagement under this Agreement, shall survive as therein indicated.

7. Professional Liability Insurance. During the period of Therapist’s engagement under this Agreement, Therapist will pay the premiums for or otherwise arrange for coverage relating to Therapist’s actual services to Clients under this Agreement under a professional liability insurance plan meeting the requirements of the Client(s) to which Therapist is assigned.

8. Representations and Warranties of Qualification.

8.1 Therapist represents and warrants that Therapist (including, if applicable, all those Therapists who Therapist assigns to perform any services under this Agreement) is/are and will be licensed to practice physical therapy in the states in which services under this Agreement are to be performed and will be qualified to engage in the services Therapist will be called upon to perform by virtue of this Agreement. Upon Resourcience LLC’s request, Therapist (and, if applicable, any Therapists of Therapist which Therapist intends to assign duties under this Agreement) shall furnish to Resourcience LLC photocopies of licenses and/or other written documentation of their compliance with this provision.

8.2 Therapist represents and warrants that Therapist possesses and will maintain all appropriate certificates as required by the Clients to which Therapist is assigned under this Agreement.

8.3 Therapist further represents and warrants that (a) Therapist’s license to practice physical therapy in any state has never been suspended, revoked, or subject to any disciplinary action; (b) Therapist has never been reprimanded, sanctioned, or disciplined by any licensing board or state or local medical society or specialty board; (c) a final judgment has never been entered against Therapist in a malpractice action having an aggregate award to a plaintiff in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars and no action, based on an allegation of malpractice by Therapist, has ever been settled by payment to a plaintiff of an aggregate of more than Two Hundred Fifty Thousand ($250,000.00) Dollars; (d) Therapist has never been denied membership or reappointment of membership on the staff of any hospital, and no hospital staff membership or clinical privileges of Therapist have ever been suspended, curtailed, or revoked; (e) Therapist has not (i) been excluded, debarred, suspended or been otherwise determined to be, or identified as, ineligible to participate in any governmental program or is about to be excluded, debarred, suspended or otherwise determined to be, or identified as, ineligible to participate in any governmental program (ii) received any information or notice, or become aware,

4 by any means or methods, that Therapist is the subject of any investigation or review regarding its participation in any government program, and (iii) been convicted of any crime relating to any governmental program; (f) as of the date hereof, Therapist has not been the subject of any report or disclosure submitted to the National Practitioner Data Bank; and (g) Therapist is not restricted by any other agreement, verbal or written, from performing the medical services required by this Agreement. If Therapist is unable to represent and warrant any of the items reflected in this Section, Therapist agrees to disclose to Resourcience LLC the details of any item(s) he/she cannot represent and warrant.

9. Confidentiality. Resourcience LLC may provide to Therapist certain proprietary information of Resourcience LLC and/or its clients including, without limitation, written procedures, manuals, memoranda, or data, in hard copy or electronic form (the “Proprietary Information”). Therapist agrees not to make any transcript or copy of any of the Proprietary Information or to disclose to a third person the nature and content of the Proprietary Information. All Proprietary Information remain the property of Resourcience LLC or its clients, as applicable, and shall be surrendered by Therapist to Resourcience LLC or its clients, as applicable, at the termination of Therapist’s engagement under this Agreement. Further, and without limitation, Therapist shall also comply with HIPAA with respect to all patient information provided in the course of providing services under this Agreement.

10. Termination.

10.1 Therapist’s engagement under this Agreement shall terminate:

10.1.1 At any time by either Resourcience LLC or Therapist, upon: (a) the party terminating the Agreement delivering written notice of said termination to the other party pursuant to paragraph 12, below, at least sixty (60) days prior to the termination date for notice (b) by written notice to Therapist, in the event of Therapist’s long-term disability, which shall mean a condition, physical, mental or emotional, which has or will likely prevent Therapist from practicing physical therapy as required by this Agreement for more than twelve (12) weeks within any twelve (12) month period; or (c) by written notice to Therapist in the event of a material violation by Therapist (or Therapist’s agents) of any term, provision or condition of this Agreement.

10.1.2 Also notwithstanding the above, Therapist shall immediately cease providing services upon: (a) Therapist’s (or Therapist’s agents) conviction of any felony or other crime involving moral turpitude; (b) Therapist’s (or Therapist’s agents) commission of any act of willful misconduct, gross negligence, moral turpitude, dishonesty, fraud, theft, or unethical, discriminatory or unlawful conduct, or conduct which, in Resourcience LLC’s judgment, impairs the interests, reputation or standing of Resourcience LLC, and/or its Clients, and/or the interests of current or potential patients or staff of its Clients; (c) the revocation or suspension of

5 Therapist’s license to practice physical therapy in any state or country; (d) notice from Client that Therapist’s services are no longer desired by the Client or a Client’s client, except to the extent Therapist and Resourcience LLC agree to alternative assignment(s); or (f) upon Therapist’s loss of provider status by Medicare, Medicaid, Blue Cross/Blue Shield, or other third party payor, or upon Therapist’s failure to execute forms to enable applicable Clients to be reimbursed by third party payors before working first clinical shift, or thereafter.

10.2 Upon termination or cessation for any reason, Therapist shall receive from Resourcience LLC such payment for services rendered as have accrued under this Agreement but have not been paid to Therapist by Resourcience LLC as of the termination or cessation date provided, however, that Therapist has properly completed all required billing documentation for third party and/or managed care plan reimbursement for such services. Services rendered include only actual services provided. Services scheduled but not provided by Therapist, as well as services yet to be scheduled, for any reason, shall not be compensated.

10.3 The termination of this Agreement or obligation to cease providing services shall not relieve Therapist of Therapist’s professional and contractual obligation to complete professional services, including but not limited to completion of medical records or other necessary documents, assist Clients and other third parties in any applicable third party billing or answering any action filed against Resourcience LLC, or others during the term of this Agreement, and otherwise satisfying all responsibilities hereunder for services rendered prior to the termination of this Agreement, it being expressly agreed that Therapist’s obligations under this paragraph survive this Agreement’s termination for any reason, and that they will be performed without additional compensation.

11. Notices. All communications, notices, consents and demands of any kind which either party may be required or desire to give to or serve upon the other party shall be made in writing and provided by hand delivery or sent by registered, certified or next day mail, with postage prepaid, to the following addresses:

A change of address for either party from that recorded herein must be reported in writing, as provided herein, to the other party at least ten (10) days before said change is effective.

For purposes of this Agreement, notice shall be deemed to have been given or on the third business day following its mailing, postage prepaid, or when actually received, if earlier.

12. Assignment. Therapist may not assign his/her rights or obligations under this agreement.

6 13. Choice of Law, Entire Agreement and Amendments. This Agreement shall be construed under the internal laws of the State of Michigan without regard to conflicts of laws principles. This Agreement constitutes the entire agreement between Resourcience LLC and Therapist, and it supersedes all prior written or oral communications or understandings with respect to the subject matter hereof. This Agreement cannot be modified in any manner other than by an express written agreement signed by both Therapist and a Manager of Resourcience LLC.

14. Jurisdiction and Venue. The parties agree to submit exclusively to the jurisdiction of the state courts of Michigan to determine any dispute arising under or relating to this Agreement, any facts related to it, or the relationship of the parties contemplated by this Agreement. Subject to the provisions of Paragraph 14, the parties irrevocably stipulate to personal jurisdiction in the state courts of Michigan, and to the venue and convenience of the Circuit Court for Macomb county, for the exclusive resolution of disputes arising under or related to this Agreement or any facts related to it and waive any objection to the exercise of such jurisdiction and venue. Nothing in this Agreement shall prevent or adversely affect enforcement of any judgment or order obtained in such jurisdiction.

15. Incorporation of Exhibit 1. Exhibit 1 attached to this Agreement, is hereby incorporated by reference into this Agreement as though fully set forth herein. For each assignment agreed upon among Client, Therapist and Resourcience LLC, a new Exhibit 1 will be generated by Resourcience LLC and delivered to Therapist for acceptance. A facsimile transmission of a signed Exhibit 1 shall be effective or all purposes. Each new accepted Exhibit 1 shall become a part of this Agreement and is incorporated herein by reference.

16. Savings Clause and Severability of Terms. In the event that any provision of this Agreement is found to be invalid by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The waiver by parties hereto or invalidation under any portion of this Agreement shall not be construed as or have the effect of a waiver or invalidation of any other portion of this Agreement, or of this Agreement in its entirety.

17. Third Party Beneficiaries. Therapist acknowledges that Therapist is not a third party beneficiary of any contract Resourcience LLC has, or may have, with any other entity.

18. Effective Date. This Agreement shall take effect on ______.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth herein.

THERAPIST

By:

Date:

7 [Name] ______

Date:

8 ______STAFFING AND RECRUITING, LLC THERAPIST INDEPENDENT CONTRACTOR AGREEMENT WITH (Insert Name)

EXHIBIT 1

EFFECTIVE (Insert Date)

ASSIGNMENT(S):

Compensation:

Travel:

THERAPIST

By:

Date:

[Name]______

Date:

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