Professional Services Opticians Agreement

PROFESSIONAL SERVICES OPTICIANS AGREEMENT

This Professional Services Opticians Agreement (the "Agreement") is entered into as of Effective Date: by and between Optician Name: whose principal place of business or practice is: (hereinafter "Optician"), and Client Name: whose principal place of business is: (hereinafter "Client"). Optician and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Optician is duly licensed, trained, and experienced in the fitting, adjustment and fabrication of optical devices and related professional optician services, and maintains all required licenses, certifications and equipment to perform such services in the jurisdiction of practice; and

WHEREAS, Client desires to engage Optician to provide professional optician services on the terms and conditions set forth in this Agreement and Optician is willing to provide such services as an independent contractor; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the provision of optician services, compensation, insurance, confidentiality, and related matters.

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

1. SERVICES

1.1 Scope of Services. Optician shall provide professional optician services which may include, without limitation, measurement, lens selection, mounting, edging, frame adjustments, repairs, contact lens dispensing support, and patient education (collectively, the "Services"). The specific Services to be provided during the Term shall be described as follows:

1.2 Performance Standard. Optician shall perform the Services in a professional and workmanlike manner consistent with applicable standards of care for licensed opticians in the relevant jurisdiction and in compliance with all applicable laws, rules and regulations.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue for a period of months unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon providing written notice to the other Party not less than days prior to the effective termination date.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

3. COMPENSATION AND INVOICING

3.1 Fees. Client shall pay Optician fees for Services as follows: Fee Structure:

3.2 Invoicing and Payment. Optician shall submit invoices to Client monthly unless otherwise agreed. Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at a rate of on the unpaid balance.

3.3 Reimbursement of Expenses. Client shall reimburse Optician for pre-approved, reasonable, and documented out-of-pocket expenses incurred in performing Services upon submission of receipts or other supporting documentation.

4. INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

4.1 Independent Contractor. Optician is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency between the Parties. Optician shall have no authority to bind Client except as expressly provided in this Agreement.

4.2 Taxes and Benefits. Optician shall be solely responsible for all taxes, withholdings, benefits and other obligations arising from compensation paid to Optician.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party may disclose Confidential Information to the other. "Confidential Information" means non-public business, operational, patient, pricing, or technical information disclosed in connection with this Agreement. Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) is rightfully received from a third party without obligation of confidentiality, or (c) is independently developed without reference to the other Party's Confidential Information.

5.2 Non-Disclosure. Each Party shall hold Confidential Information in strict confidence and shall not disclose such information except to employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

6. PROFESSIONAL STANDARDS, LICENSES AND COMPLIANCE

6.1 Licenses. Optician represents and warrants that Optician holds all licenses, permits and certifications required to perform the Services and shall maintain such credentials in good standing for the duration of this Agreement.

6.2 Compliance. Optician shall comply with all applicable federal, state and local laws, rules and professional standards, including but not limited to patient privacy and recordkeeping requirements.

7. INSURANCE AND INDEMNIFICATION

7.1 Insurance. Optician shall maintain, at Optician's expense, professional liability (errors and omissions) insurance with a minimum per-claim limit of and general liability insurance with a minimum limit of . Upon Client's request, Optician shall provide certificates of insurance evidencing such coverage.

7.2 Indemnification. Optician shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Optician's negligence, willful misconduct, or breach of this Agreement. Client shall indemnify Optician for claims arising from Client's breach or willful misconduct.

8. RECORDS, PATIENT INFORMATION AND HIPAA COMPLIANCE

8.1 Patient Records. All patient records created or maintained in the provision of Services shall be the property of the entity entitled to such records under applicable law. Optician shall maintain records in accordance with professional standards and applicable legal requirements.

8.2 Privacy and Security. Each Party shall maintain appropriate administrative, physical and technical safeguards to protect patient information and shall comply with applicable privacy and security laws governing protected health information.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Except as otherwise expressly provided, each Party retains all right, title and interest in and to its pre-existing intellectual property. Any work product or deliverable created by Optician specifically in the performance of Services shall be owned by: unless the Parties execute a separate written assignment.

10. WARRANTIES AND DISCLAIMER

10.1 Limited Warranty. Optician warrants that the Services will be performed in a professional manner in accordance with generally accepted opticianry standards. Optician's sole obligation and Client's exclusive remedy for any breach of this warranty shall be re-performance of the deficient Services at Optician's expense or, if Optician cannot cure, a refund of fees paid for the deficient Services.

10.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, OPTICIAN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

Neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, including loss of profits, even if advised of the possibility of such damages. The aggregate liability of each Party for claims arising under or in connection with this Agreement shall not exceed the total fees paid to Optician under this Agreement during the preceding twelve (12) month period.

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. Failure to enforce any provision shall not constitute a waiver of that provision.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding as originals.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, understandings and communications, whether oral or written.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to make it valid and enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided that Client may assign to an affiliate or purchaser of substantially all of its business upon prior notice to Optician.

15.2 Remedies. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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