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This INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and entered into on

this date Solutions (“MARS”), and

, 2018 (the “Effective Date”) by and between Medical Ancillary Research

, a

(“Contractor”). MARS and Contractor will each be referred to as a “Party” and collectively be referred to as “the Parties.”








administration of various research studies (“Studies”);






WHEREAS, Contractor has particular skills, knowledge, and abilities useful in recruiting Medical Practitioners (defined in Section 1.2, below) for Studies;

WHEREAS, Company desires to engage Contractor to recruit Medical Practitioners for the Studies, and Contractor desires to accept such engagement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of this contract, it is understood and agreed by and between the Parties as follows:


1.1 During the term of this Agreement, Contractor will perform services hereunder (i) for the consideration terms set forth herein and without additional compensation unless otherwise agreed to by Company and Contractor, and (ii) for company or any successor, parent, subsidiary, or affiliate thereof to which he may be directed by.

1.2 Contractor’s duties will include, but not be limited to, the following:

a) Contractor will communicate with the following individuals: (i) medical doctors, doctors

of osteopathic medicine, physician assistants, nurse practitioners, and advanced practice registered

nurses (“Medical Practitioners”) and (ii) employees or representatives of Medical Practitioners (collectively referred to as “Health Care Providers”).

b) Contractor will educate Health Care Providers about the Studies and will encourage

Medical Practitioners to participate as investigators in one or more of the Studies (“Participants”).

c) Contractor will confirm the Medical Practitioners’ interest in one or more of the Studies

And obtain (an) executed Principal Investigator Study Agreement(s).

d) Contractor will be the first point of contact between Participants and PAS.

e) Contractor will make his own schedule and accomplish his professional goals without

direct supervision by MARS.


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1.3 Contractor agrees to serve MARS faithfully and to the best of his abilities. During the period

when Contractor is providing services pursuant to this Agreement, Contractor agrees to devote sufficient, attention, abilities, and energy to PAS. Contractor may perform duties for other companies, the only restriction being that Contractor will not utilize MARS’s confidential information (defined in Article 4, below).


2.1 Compensation. As full compensation for all services rendered pursuant to this

Agreement, MARS will pay Contractor

“qualified data point” is defined as a data point that complies with the Study’s inclusion criteria and can be used toward generating Study findings. Federal insurance, workers comp and self-pay are prohibited

from all study protocols, Participants must have commercial benefits that cover the cost of any prescribed

services. Compensation will be made to Contractor monthly within 10 days of MARS receiving payment, on or around the 15 th day of the month.

25% (twety five percent) of the money received by


PAS Research Team will pay Contractor 10% over ride commission of the money received by PAS of any sales team member that is placed underneath through our recruiting or your recruiting efforts.

2.2 Expenses.

Except as otherwise provided herein, Contractor shall be responsible for his

expenses in rendering services pursuant to this Agreement.

Contractor’s employees shall not be entitled to any employee

benefits provided by MARS to its employees, including, but not limited to disability, life insurance, pension and annuity benefits, educational allowances, professional membership dues, and sick, holiday or vacation pay. MARS will not withhold income taxes or pay Social Security or unemployment taxes for Contractor’s employees, such being the exclusive responsibility of Contractor, which Contractor agrees to discharge fully. Contractor shall indemnify and hold harmless MARS against any and all liability related to withholding or failure to withhold income taxes or paying or not paying Social Security or unemployment taxes for Contractor’s employees. If the Internal Revenue Service or any other governmental agency challenges the independent contractor status of Contractor, the parties agree that Contractor and MARS shall have the right to participate in any discussion or negotiation that occurs in the course of such challenge.

2.3 Fringe Benefits and Taxes.


Either Party may terminate this Agreement at any time by giving 30 days’ notice to the other Party, including an effective date of termination of the Agreement. Upon termination of this Agreement by either Party, Contractor will be entitled to any compensation earned up to the effective date of the termination of the Agreement. Contractor will also be entitled to compensation earned for a period of three (3) months beginning the date on which the non-terminating Party receives notice, as long as the termination was not due to a breach of this Agreement by Contractor or gross negligence. For the purposes of this Article 3, breach means a failure on the part of Contractor to comply with Article 1 or Article 4 of this Agreement or a violation of any applicable local, state and federal statutes, rules and regulations, including the

Medicare and Medicaid Anti-Fraud and Abuse Amendments by Contractor or any of its employees, agents, or contractors.


4.1 Contractor acknowledges that MARS may disclose certain confidential information to

Contractor during the term of this Agreement to enable him to perform his duties hereunder. Contractor hereby covenants and agrees that he will not, without prior written consent of MARS, during the term of this Agreement or at any other time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of MARS. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, customer or patient list, data, ideas, protocols, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, referral sources, personnel information, plans, or any other information of whatever nature in the possession or control of MARS which has not been published or disclosed to the general public, or which gives to MARS an opportunity to obtain an advantage over competitors who do not know of or use it. Contractor further agrees that if this Agreement is terminated for any reason, he will leave with MARS all originals and copies of any and all records, papers, programs, computer software, and documents and all matter of whatever nature which bear secret or confidential information of MARS.

4.2 The covenants of Section 4.1 shall not be applicable if, and to the extent, Contractor is required

to testify in a judicial or regulatory proceeding pursuant to an order of a judge or administrative law judge issued after Contractor and his legal counsel urge that the aforementioned confidentiality be preserved. Unless prohibited by the terms of the order, Contractor will use its best efforts to notify PAS of the issuance of such an order to enable Company to oppose the order.

4.3 The covenants set forth in this Article 4 are in consideration of PAS’s engagement of

Contractor to provide the services required under this Agreement and the compensation paid to Contractor by MARS during the term of this Agreement. The foregoing covenants will not prohibit Contractor from disclosing confidential or other information to third parties to the extent that such disclosure is necessary to the performance of Contractor’s duties under this Agreement.

4.4 Without limiting any other remedy MARS may have, any breach of this non-disclosure

covenant will result in the waiver by Contractor of any and all rights to compensation, if any, unpaid at

the time of breach. In such event, MARS shall have no further obligation to pay any amounts related thereto.

4.5 Contractor acknowledges that breach of the provisions of Article 4 of this Agreement may

cause irreparable injury to MARS and to its business and properties. In the event of any breach of any of

Contractor's commitments pursuant to this Article 4, MARS shall be entitled to any other remedies and damages available, including temporary or permanent injunctive relief to restrain the violation of such commitments by Contractor or by any person or persons acting for or with Contractor in any capacity whatsoever.

4.6 The covenants in this Article 4 shall survive the termination of this Agreement and be

enforceable according to their terms.


Nothing in this Agreement shall be construed to constitute either Party a partner, employee or agent of the other, nor shall either Party have authority to bind the other in any respect, it being intended that each shall remain an independent contractor solely responsible for its own actions. No employee or agent of one Party hereto shall be considered an employee or agent of the other Party hereto. The manner and means of conducting the services to be provided by Contractor are under the sole control of Contractor, and MARS shall not instruct Contractor as to when, where, or how the work is performed, nor shall MARS control the sequence or order of the work performed or set the hours worked by Contractor. Contractor retains the right to refuse assignments, and Contractor may perform these and any other services for any other companies or individuals. None of the benefits provided by MARS to its employees, including, but not limited to, vacation payment, retirement, health care insurance, sick pay, workers’ compensation insurance and/or unemployment insurance, are available from MARS to any of Contractor’s employees.


Contractor agrees to indemnify and hold harmless MARS from all liability resulting from loss, damage, or injury to persons or property resulting from any act of Contractor committed or omitted within the scope of his services to be provided pursuant to this Agreement. Such indemnification shall include, but not be limited to, payment by Contractor of (i) damages; (ii) judgment amounts; (iii) settlement amounts; (iv) attorney’s fees; and, (v) other out-of-pocket costs incurred by MARS in responding to claims, demands, lawsuits and judgments resulting from Contractor’s actions.


7.1. Compliance with Laws. The Parties recognize that this Agreement is subject to, and agree to

comply with, applicable local, state and federal statutes, rules and regulations, including the Medicare and Medicaid Anti-Fraud and Abuse Amendments. Any provisions of applicable statutes, rules or regulations

that invalidate any term of this Agreement, that are inconsistent with any term of this Agreement, or that would cause one or both of the Parties hereto to be in violation of law shall be deemed to have superseded the terms of this Agreement; provided, however, that the Parties shall use their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of applicable statutes, rules and regulations and negotiate in good faith toward amendment of this Agreement in such respect.

7.2. Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties

as to its subject matter, and all prior written or oral agreements, promises or representations are incorporated herein. This Agreement may be amended only by a writing executed by the Parties.

7.3. Assignment; Binding Effect. This Agreement will be binding upon and inure to the benefit of

the Parties hereto and their respective successors and assigns; provided, however, that this Agreement will

not be assignable by either Party without the other Party’s written consent.

7.4. No Waiver. No consent or waiver, express or implied, by any Party hereto of any breach or

default by the other Party shall be deemed or construed to be a consent or waiver to or of any other breach or default. Failure on the part of any Party to complain of any act or failure to act of the other Party or to

declare the other Party in default, irrespective of how long the failure continues, shall not constitute a waiver by that Party of its rights hereunder.

7.5. Governing Law. This Agreement will be governed by and construed in accordance with the

laws of the State of Florida. No provision of this Agreement will be applied to or construed in a manner

inconsistent with applicable state and federal laws and regulations.

7.6. Counterparts. This Agreement may be executed in several counterparts, each of which shall

serve as an original for all purposes, but all copies of which shall constitute one and the same agreement.

Whenever the context of this Agreement requires, the gender of all

words herein shall include the masculine, feminine, and neuter, and the number of all words herein shall include the singular and plural.

7.7. Gender and Number.

7.8. Notices. Any notice required or permitted to be given under this Agreement will in writing

and will be hand delivered, sent by certified mail with return receipt requested, or delivered by overnight

courier service providing written proof of delivery, addressed as follows:

If to Contractor:


or to such other address as either Party may designate by notice pursuant to this section.

I understand and agree to the terms of the agreement that were set above.