Professional Physical Therapist Agreement

PROFESSIONAL PHYSICAL THERAPIST AGREEMENT

This Professional Physical Therapist Agreement ("Agreement") is entered into as of by and between Physical Therapist Name: , licensed physical therapist, License No. ("Therapist"), and Clinic / Practice Name: , located at ("Clinic"). The Therapist and Clinic are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Clinic operates a facility that provides patient care and desires to retain Therapist to provide professional physical therapy services to Clinic's patients under the terms and conditions set forth herein; and

WHEREAS, Therapist is duly licensed and qualified to perform professional physical therapy services and represents that Therapist maintains all necessary credentials, certifications, and insurance required to perform such services; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the provision of such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Clinic engages Therapist, and Therapist accepts such engagement, to provide professional physical therapy services (the "Services") to Clinic's patients in accordance with the terms of this Agreement and applicable professional standards.

1.2 Standards of Care. Therapist shall perform the Services in a timely, professional manner consistent with prevailing standards of care, ethics, and all applicable laws and regulations. Therapist shall exercise independent clinical judgment in the treatment of patients.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the effective date set forth above and continue for a period of , unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination.

3. COMPENSATION; BILLING; EXPENSES

3.1 Compensation. Clinic shall pay Therapist at the rate of $ per hour for Services rendered, subject to the billing and payment terms set forth herein.

3.2 Billing and Payment. Unless otherwise agreed in writing, Therapist shall submit invoices to Clinic on a basis. Clinic shall pay undisputed amounts within days of receipt of a proper invoice. Disputed amounts shall be subject to good faith resolution.

3.3 Expenses. Clinic shall reimburse Therapist for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services within thirty (30) days of receipt of documentation.

4. LICENSURE; CREDENTIALING; INSURANCE

4.1 Licensure and Credentials. Therapist represents and warrants that Therapist holds and will maintain, at Therapist's own cost, all licenses, permits, certifications, registrations, and credentials required to perform the Services. Therapist shall promptly notify Clinic if Therapist's license or certification becomes restricted, suspended or revoked.

Carrier: Policy No.: Limits:

4.2 Evidence of Coverage. Upon request, Therapist shall promptly provide Clinic with certificates of insurance evidencing the required coverage and naming Clinic as an additional insured where appropriate.

5. INDEPENDENT CONTRACTOR; TAXES

5.1 Independent Contractor Status. The Parties acknowledge and agree that Therapist is engaged as an independent contractor and not as an employee, agent, or partner of Clinic. Therapist has exclusive control over the manner and means of performing the Services, subject to the terms of this Agreement.

5.2 Taxes and Benefits. Therapist shall be solely responsible for all federal, state, and local taxes, contributions and other obligations arising from payments made under this Agreement, and shall not be eligible for any benefits provided by Clinic to its employees.

6. CONFIDENTIALITY; RECORDS

6.1 Confidential Information. Therapist shall maintain in strict confidence all confidential information of Clinic and Clinic's patients obtained in the course of performance of Services, and shall not disclose such information except as required for patient care or as required by law. Therapist shall use confidential information only for purposes of providing the Services.

6.2 Patient Records. Clinical records and medical records created in the course of providing Services shall be maintained in accordance with applicable law. Ownership of patient records shall remain with Clinic unless otherwise required by law. Therapist shall cooperate with Clinic in the transfer and retention of patient records upon termination.

7. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months following its termination, Therapist shall not, directly or indirectly, solicit or accept the business of any patient of Clinic for provision of physical therapy services outside the Clinic without the prior written consent of Clinic. This covenant is reasonable and necessary to protect Clinic's legitimate business interests.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Therapist. Therapist shall indemnify, defend and hold harmless Clinic and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Therapist's negligence, willful misconduct, breach of this Agreement, or failure to maintain required licensure or insurance.

8.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or indemnification obligations under this Agreement, neither Party shall be liable to the other for consequential, indirect, special or punitive damages.

9. TERMINATION OBLIGATIONS; RETURN OF PROPERTY

Upon expiration or termination of this Agreement for any reason, Therapist shall promptly return to Clinic all Clinic property, records, keys, access credentials and confidential information in Therapist's possession and shall cooperate with Clinic to effect an orderly transition of patient care.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, when sent by certified mail (return receipt requested), or when sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either Party may designate by notice to the other Party.

11. ASSIGNMENT

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Clinic may assign this Agreement in connection with a sale of substantially all of Clinic's assets or a corporate reorganization.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree that any legal action relating to this Agreement shall be brought in the state or federal courts located in the appropriate jurisdiction, and the Parties submit to the exclusive jurisdiction and venue of those courts.

13. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification to this Agreement shall be in writing and signed by both Parties. The waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.

14. SEVERABILITY; COUNTERPARTS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The Parties acknowledge that each has had the opportunity to consult legal counsel of their choice prior to executing this Agreement, and any rule of construction to the contrary shall not apply.

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