Fill and Sign the Independent Contractor Agreement Intermountain Healthcare Form

- 1 – INDEPENDENT CONTRACTOR MIDWIFE AGREEMENT THIS AGREEMENT made and entered into on the date last written below, by and betwee n __________________ (hereinafter "Family"), and __________________, an independent contractor (hereinafter "Midwife"); WHEREAS, the Family desires to retain the services of Midwife, and Midwife desires to render services to the Family, upon the terms and conditions hereinafter stated: NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do hereby promise and agree as follows: SECTION 1 – SCOPE OF DUTIES TO BE PROVIDED 1.1 Term . Family agrees to hire Midwife, at will, for a term commencing on __________________ , 20 and continuing until terminated in accordance with Section 4 of this agreement. 1.2 Duties . Midwife agrees to perform work for the Family on the terms and conditions set forth in this agreement, and agrees to devote all necessary time and attention (reasonabl e periods of illness excepted) to the performance of the duties specified in this agreement. Midwi fe's duties shall include the following: _________________ _. Midwife further agrees that in all aspects of such work, Midwife shall comply with the policies, standards, regulations of the Family from time to time established, and shall perform t he duties assigned faithfully, intelligently, to the best of his/her ability, and in the best int erest of the Family. SECTION 2 – CONFIDENTIALITY 2.1 Confidentiality . Midwife acknowledges and agrees that all records, medical files and data, list s and information pertaining to Family and other Family data and information (hereinafter collectively "Confidential Information") are valuable assets of the Family. Except for disclosures required to be made to advance the business of the Family and information which is a matter of public record, Midwife shall not, during the term of this Agreement or after the termina tion of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of Midwife or any other person, except with the prior written consent of the Family. Family understands that certain Confidential Information may be required to be disclosed to certain individuals: directors, officers, employees, agents, or advisors (collect ively, Representatives) of Midwife. Midwife shall maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential na ture of - 2 – the information, will direct them to treat such information in accordance with this agreement, will exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use of Confidential Information by them, and will be responsible for any breaches by them of the provisions of this agreement. The term “confidential information” does not inc lude information that is or becomes publicly available (other than through breach of this Agreeme nt) or information that is or becomes available to Midwife on a non-confidential basis, provided that the source of such information was not known by Midwife (after such inquiry as would be reasonable in the circumstances) to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information. In the event that Midwife or any of Midwife’s representatives, assigns, or agents are requested or required by law or legal process to disclose any of the Confidential Information, the party required to disclose such information shall provide Family with prompt oral and written notice before making a ny disclosure. In addition, Confidential Information may be disclosed to the extent require d in the course of inspections or inquiries by federal or state regulatory agencies to whose jurisdiction Midwife is subject and that have the legal right to inspect the files that contain the Confidential Information, and Midwife will advise Family promptly upon such disclosure. 2.2 Return of Documents . Midwife acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes and other documentation related to the business of the Family or containing any Confidential Information shall be the sole and exc lusive property of the Family, and shall be returned to the Family upon the termination of thi s Agreement or upon the written request of the Family. 2.4 No Release . Midwife agrees that the termination of this Agreement shall not release Midwife from any obligations under Section 2.1 or 2.2. SECTION 3 - COMPENSATION 3.1 Compensation . In consideration of all services to be rendered by Midwife to the Family, the Family shall pay to said ________________ __ the amount of $ per hour week bi-weekly month year other ________________ __ . 3.2 Withholding; Other Benefits . Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. Midwife shall be solely responsible for reporting and paying any such taxes. The Family shall not provide Midwife with any coverage or participation in the Family's accident and health insura nce, life insurance, disability income insurance, medical expense reimbursement, wage continuati on plans, or other fringe benefits provided to regular employees. SECTION 4 - TERMINATION - 3 – 4.1 Termination at Will. This Agreement may be terminated by the Family immediately, at will, and in the sole discretion of Family. Midwife may terminate this Agreement upon days written notice to Family. This Agreement also may be terminated at any tim e upon the mutual written agreement of the Family and Midwife. 4.2 Contract Duration Notwithstanding Section 4.1of this Agreement, the duration of this contract shall be for a period of __________ months years and shall terminate on __________________ , 20 . SECTION 5 - INDEPENDENT CONTRACTOR STATUS 5.1Midwife acknowledges that he/she is an independent contractor and is not an agent, partner, joint venturer nor employee of Family. Midwife shall have no authority to bind or otherwise obligate Family in any manner nor shall Midwife represent to anyone that it has a right to do so. Midwife further agrees that in the event that the Family suffers any loss or damage as a resul t of a violation of this provision Midwife shall indemnify and hold harmless the Family from any such loss or damage. 5.2 Assignment. The Midwife shall not assign any of his/her rights under this agreement, or delegate the performance of any of his/her duties hereunder, without the prior written consent of the Family. SECTION 6 - REPRESENTATIONS AND WARRANTIES OF MIDWIFE 6.1 Midwife represents and warrants to the Family that there is no employment contract or other contractual obligation to which Midwife is subject, which prevents Midwife from entering into this Agreement or from performing fully Midwife's duties under this Agreement. 6.2 Midwife represents that he/she is licensed by the appropriate licensing agency for the __________________ profession and that he/she is in good standing with such agency. SECTION 7 - INSURANCE . Midwife shall obtain and maintain in force, at its own expense, throughout the performance of his/her/its obligations under this Agreement, insurance coverage against claims, regardless of when asserted, that may arise out of, or result from, Midwife's operations in connection with the services or duties described above. This insurance shall include the following coverage(s) that is(are) checked below: - 4 – General Malpractice Liability or General Errors and Omissions coverage for losses incurred as a result of professional malpractice or professional errors and omissions made in the performance of this agreement. Other Insurance Requirements : _________________ _ . SECTION 8 - MISCELLANEOUS PROVISIONS 8.1The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. Any provision hereof which imposes upon Midwife or Family an obligation after termination or expiration of this Agreem ent shall survive termination or expiration hereof and be binding upon Midwife or Family. 8.2 No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing wai ver. No waiver shall be binding unless executed in writing by the party making the waiver. 8.3 This Agreement shall be governed by and shall be construed in accordance with the laws of the State of ________________ __ . 8.4This Agreement constitutes the entire agreement between the parties pertaining t o its subject matter and supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be bi nding unless executed in writing by all parties. 8.5 Severability. If any provision of these policies and regulations or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of these policies and regulations which can be given effect without the i nvalid provision or application, and to this end the provisions of these policies and regulations are severable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable . WITNESS OUR SIGNATURES, this the day of __________,20 . _________________ _ FAMILY - 5 – _________________ _ MIDWIFE