Miscellaneous LMSW Document

Miscellaneous LMSW Document

This General Business Agreement (the Agreement) is entered into effective as of by and between:

Provider Name:    License/Registration:

Client Name:    Client Contact:

Recitals

WHEREAS, Provider is a Licensed Master Social Worker authorized to provide clinical and consultative services within the scope of applicable professional standards and license requirements; and

WHEREAS, Client desires to engage Provider to perform services described in this Agreement and Provider is willing to provide such services on the terms set forth below; and

WHEREAS, the parties desire to set forth their rights, obligations, and the compensation applicable to the services to be performed.

Scope of Work

Provider will perform the services described above in a professional manner consistent with prevailing standards for Licensed Master Social Workers and in compliance with applicable laws and ethical obligations. Provider will document clinical contacts and maintain records in accordance with accepted practice and legal requirements.

Payment Terms

Late Payment: Any amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs incurred by Provider.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause upon material breach by the other party that remains uncured after a reasonable cure period of not less than 10 days, where applicable.

Upon termination, Client shall pay Provider for all services rendered and authorized expenses incurred through the effective date of termination. Provider will deliver a final invoice within 30 days of termination and Client will pay that invoice under the Payment Terms above.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, clinical, client-specific, proprietary, or technical information disclosed either directly or indirectly in any form. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for purposes of performing under this Agreement; and (c) restrict disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement; (ii) already in the receiving party's possession at the time of disclosure as established by written records; or (iii) rightfully obtained from a third party without restriction. A receiving party may disclose Confidential Information to the extent required by law or court order provided it gives prompt written notice to the disclosing party and cooperates in any reasonable effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to that State's conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within that State.

Independent Contractor; Compliance

Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Provider retains control over the manner and means of performing the services, subject to any scope limitations in this Agreement. Provider will comply with all applicable professional standards, licensing requirements, mandatory reporting obligations, and privacy laws governing clinical practice and client records.

Indemnification

Each party shall indemnify and hold harmless the other party and its officers, agents, and employees from and against any liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

Entire Agreement

This Agreement, including any attachments, exhibits, or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, proposals, or representations. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign receivables.

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