Fill and Sign the Employee Lease Agreement 497329800 Form

Professional Employee Lease Agreement This Professional Employee Lease Agreement (this Agreement ) is made as of this       , between ABC, P.A. , a professional (date) Association organized and existing under the laws of the state of       , (Name of State) with its principal office located at       , referred (Street Address, City, State, Zip Code) to herein as ABC and XYZ. P.A. , a professional association organized and existing under the laws of the state of       , (Name of State) with its principal office located at       , (Street Address, City, County, State, Zip Code) referred to herein as the Practice . 1. Duties and Responsibilities of ABC . A. ABC agrees to lease Employees, as listed on Schedule A hereto, to the Practice to perform such part-time services as required by Practice to be supervised by Practice at Practice’s place of business during the interval set forth on Schedule A hereto (Service Intervals). B. ABC will provide Employees qualified to evaluate Practice’s patients in accordance with established plans of treatment and physicians written orders. Services provided by Employees will be in accordance with professional standards, the standards of Practice and federal and state regulations and guidelines. C. Employees will operate in accordance with Practice’s policies and procedures. At Practice’s direction, during Service Intervals, Employees will: (i) attend Practice’s staff conferences and (ii) participate in select on-site educational or utilization review programs. D. ABC agrees to pay on behalf of Practice the compensation and benefits of Employees, including all applicable payroll taxes and workers’ compensation and unemployment insurance premiums. E. ABC agrees to maintain and, in accordance with applicable laws, make available to Practice at all reasonable times all records required by any fiscal intermediary, governmental agency, Practice or any other party to whom billings are rendered for services hereunder. 2. Duties and Responsibilities of Practice. Practice is solely responsible for: A. Supervising the performance of Employees, including supervision of both the services accomplished but also of the details and means by which the services are accomplished, to which end Practice may require Employee to wear such uniform and Professional Employee Lease Agreement Page 1 of 6 identification badges as are Practice policy for its employees. B. Determining and billing the applicable payer, if any, to which a claim is submitted for Employees’ services, and for ensuring that Practice complies with all coverage, coding, supervision and related requirements under law or contract in submitting any claim for services. C. Providing Employees with vacation and sick leave proportionate to that provided full time employees of Practice and coordinating with ABC to arrange for scheduling of Employees’ vacations. D. Providing Employees with appropriate compliance and other training provided to full time employees of Practice, including training on the provision of services to patients of Practice. E. Providing reimbursement to Employees for pre-approved Practice related expenses. F. Providing all equipment and supplies necessary for Employees to provide services hereunder, provided, however, that Employees shall be responsible for advising Practice as to the inadequacy, disrepair or need for replacement or reorder of such supplies and equipment. 3. Hiring and Firing of Employees. ABC shall have the responsibility to procure qualified persons to serve as Employees hereunder and make such persons available to Practice. Practice shall determine whether such persons may service Employees hereunder and shall have the right to terminate any such person’s employment as an Employee hereunder. In the event a particular Employee resigns his or her employment with Practice, ABC shall have the responsibility to procure qualified replacement candidates as soon as possible. 4. Fees. A. Practice agrees to compensate ABC for Employees in accordance with the Fees listed on Schedule B attached hereto. Fees are due and payable by the first business day of each month. B. Practice agrees to pay invoices within 15 days ABC ’s submission of such invoice or no later than the first day of the month for which billing is made. Invoices not paid within that time shall incur a billing Late Fee in the amount of $10.00 and shall also accrue interest at the rate of       % per month; provided that, in no event shall interest be charged in excess of the amount permitted by applicable law. Practice agrees to reimburse ABC for any and all costs incurred to collect payment of Services from Practice, including, without limitation, reasonable attorneys’ fees. C. The provisions of Sections 4.A , and 4.B shall survive termination of this Agreement. 5. Term in Termination. A. The term of this Agreement shall commence on the date first written above and shall continue in full force and effect until the first anniversary of such date. Following Professional Employee Lease Agreement Page 2 of 6 the initial term, this Agreement shall be automatically renewed for successive one-year terms. At the time of renewal, the fees payable pursuant to this Agreement may be renegotiated in good faith. B. This Agreement may be terminated by either party, without cause, at the end of the initial term or any renewal term hereof upon written notice given to the non- terminating party within 60 days prior to the end of the initial term or any renewal term, as the case may be. C. In the event of material breach of this Agreement by either party, the non- defaulting party may terminate this Agreement by giving the breaching party 30 days prior written notice, provided that, upon receipt of such notice, the breaching party shall have 30 days to cure such breach. D. Notwithstanding the foregoing, ABC shall have the right to terminate this Agreement immediately: (i) upon Practice's breach of Sections 3.B, 6, 9, 10 or 11; (ii) if any license, permit or approval required for the operation of Practice cannot be obtained or is at any time suspended; or (iii) in the event of voluntary or involuntary bankruptcy or similar insolvency actions by or against Practice. E. Termination of this Agreement shall not affect the rights and obligations of the parties arising prior to the effective date of such termination. In the event, for any reason, this Agreement is terminated prior to the expiration of the first year of the Agreement the parties agree not to re-enter any Agreement with each other for the provision of leased employees until a date of at least one year following the date of this Agreement. 6. Independent Contractor. This Agreement shall not create a joint venture, partnership or other joint business relationship. ABC is not exclusively limited to providing professional employees to Practice, and is entitled to provide employees and/or services to other providers. ABC agrees to indemnify and hold Practice harmless from any and all taxes, penalties and interest arising from ABC ’s failure to pay, as they become due, all federal and state taxes due and payable on the compensation paid to ABC . In performing services hereunder, Employees are acting as part time leased employees of Practice. Employees are not limited in the provision of services to third parties at times other than Service Intervals. 7. Insurance. A. At all times during the term of this Agreement, Practice and ABC agree to maintain in full force and effect sufficient general liability insurance in minimum amounts of $100,000 per occurrence and $300,000 aggregate amount covering Practice and Practice's employees, and ABC , as the case may be, in the performance of Services. B. At all times during the term of this Agreement, Practice agrees to maintain in full force and effect sufficient professional liability insurance in minimum amounts of $ 1,000,000 per occurrence and $3,000,000 aggregate amount covering Practice and Practice's employees, and ABC and ABC 's employees, as the case may be, in the performance of patient services hereunder. 8. Indemnification. Practice shall indemnify and hold harmless ABC and its agents, Professional Employee Lease Agreement Page 3 of 6 representatives, officers and employees, and each of them, from and against any and all claims, penalties, demands, causes of actions, damages, losses, liabilities, costs, expenses, including reasonable attorney’s fees, in law or in equity, of any kind or nature whatsoever, directly or indirectly arising out of the negligence or misconduct of Practice in connection with this Agreement, except to the extent attributable to the gross negligence or willful misconduct of ABC , its agents, representatives, officers or employees. This provision shall survive termination of this Agreement. 9. Civil Rights. Practice and ABC agree to comply with the Civil Rights Act of 1964 which prohibits discrimination based on race, sex, national origin, color or handicap, as amended, and all United States federal and State of Florida laws related to employment. 10. Access to Books and Records. Pursuant to Section 1395X(v)(1)(I) of Title 42 of the United States Code and applicable rules and regulations thereunder, until the expiration of four years after the termination of this Agreement, ABC shall make available, upon appropriate written request by the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States General Accounting Office, or the applicable state agencies or departments, or any of their duly authorized representatives a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the services provided by ABC under this Agreement. ABC further agrees that in the event it carries out any of its duties under this Agreement through a subcontract with a value or cost of $       or more over a 12 month period, such subcontract shall contain a clause identical to that contained in the first sentence of this Section. 11. Program Representations. ABC and Practice hereby represent, warrant and covenant to each other that as of the date of this Agreement, and for the entire term and any renewal hereof, with respect to any federal health care program as defined in Section 1128B of the Social Security Act [42 U.S.C. 1320a -7b(f)] or any state health care program as defined in Section 1128B of the Social Security Act [42 U.S.C. 1320a-7b(h)] (collectively, the Programs): neither (i) the representing party; (b) any individual with a direct or indirect ownership or central interest of five percent or more of the representing party; nor (c) any director, officer, agent or employee of the representing party; has ever been debarred, suspended or excluded from any Program. Each party covenants to immediately notify the other in writing if this representation is no longer true, or if such party is sanctioned or has a civil monetary penalty levied under any Program. 12. Change in Law. Notwithstanding anything to the contrary contained in this Agreement, in the event that any Medicare and/or Medicaid law, rule, regulation or payment policy, or any other applicable law or regulation, or any interpretation thereof, at any time, is modified, implemented, threatened to be implemented, or determined to prohibit, restrict or in any way materially change the terms of this Agreement, or by virtue of the existence of this Agreement has or will have a material adverse affect on either party, then ABC and Practice agree to negotiate in good faith to amend this Agreement in a manner consistent with such change and the intent of the parties. 13. Severability. The invalidity of any portion of this Agreement will not and shall not be Professional Employee Lease Agreement Page 4 of 6 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 expungement of the invalid provision. 14. No Waiver. The failure of either party to this Agreement 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 of this Agreement, 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. 15. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . 16. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 17. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 18. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 19. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 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, and written consent of the other party. 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 21. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. Professional Employee Lease Agreement Page 5 of 6 WITNESS our signatures as of the day and date first above stated.             (Name of ABC ) (Name of Practice) By: By: (Signature of President) (Signature of President)             (Print or Type Name) (Print or Type Name) Professional Employee Lease Agreement Page 6 of 6