Miscellaneous OT ISA Template

MISCELLANEOUS OT ISA TEMPLATE

This Independent Services Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client Name: seeks to engage Contractor to perform certain independent services relating to occupational therapy and related instruction as more fully set forth herein;

WHEREAS, Contractor Name: represents that Contractor has the qualifications, experience and ability to provide such services on an independent contractor basis;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services and Client will pay for such services.

SCOPE OF WORK

Contractor shall perform the services described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards and applicable professional licensure requirements.

PAYMENT TERMS

Compensation for Services shall be paid as follows. The total fee for the Services shall be USD unless otherwise agreed in writing.

Invoices are due within days of invoice date. Past-due amounts shall accrue interest at the lesser of (a) the rate of per month or (b) the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of ten (10) days following written notice of breach; provided that breaches of confidentiality shall be governed by the remedies set forth below.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, visually, in writing or by electronic means, that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in confidence and protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party, except to the extent retention is required by applicable law or internal record retention policies.

The obligations of confidentiality shall survive termination or expiration of this Agreement for following the date of disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of each party.

If any provision of this Agreement is held to be invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof; the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the parties' original intent.

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