Independent Contractor Agreement
This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is entered into this 1st day of January 2023 and is effective as of the 1st day of January 2024 (the “Effective Date”), by and between The Shea Center for Mental Wellness, LLC, a Kentucky limited liability company, (“Company”), and Carrisa Engle, LPCC (“Provider”).
RECITALS
The Company is in the business of providing psychotherapy treatment services to eligible persons.
Provider is a current Licensed Clinical Social Worker in the state of Kentucky and is qualified by training and experience to provide the services required pursuant to this Agreement.
The parties desire to enter into this Agreement in order to set out a statement of their respective duties and obligations.
The Company and the Provider agree as follows:
AGREEMENT
1. Recitals: Each of the above recitals is true and correct and by reference made a part of and incorporated into this Agreement.
2. Term: The initial term (“Initial Term”) of this Agreement shall be one (1) year from the Effective Date and shall automatically renew (“Renewal Term”) thereafter on the same terms and conditions unless otherwise terminated in accordance with Section 8 below. The Initial Term and Renewal Term shall collectively be referred to as the “Term.”
3. Provider Duties: Provider will provide supportive psychotherapy treatment to eligible clients (the “Services”). Provider is at all times (i) licensed by the State of Kentucky as a Licensed Clinical Social Worker and qualified to perform the Services, and (ii) an eligible provider (or eligible to apply to become a provider) under the Medicaid/Medicare and/or applicable Insurance Program(s).
Provider’s Compensation: For services performed pursuant to this Agreement, the Company agrees to pay the Provider the percentage of 65% per claim payment received for first 3 months of contract agreement and to be paid monthly. The Company agrees to pay the Provider the percentage of 70% per claim payment received beginning of fourth month of contract agreement and to also be paid monthly. Compensation is paid the fifteenth day of the month for work provided and released the month prior. (EG, work completed in March is paid April 15th). If the last day of the month ends on a weekend or holiday plan for payment into your bank the following business day.
Right to Benefits. The Independent Contractor expressly acknowledges and agrees that the Independent Contractor is not an employee of the Company, and as such is not entitled to and will have no claim to Company benefits provided to employees, including but not limited to, health benefits, vacation and sick leave benefits, or profit sharing or pension plans (such as 401(k) plans), shares or bonuses.
Electronic Medical Records: Provider is required to use SimplePractice electronic record keeping software. Provider shall promptly prepare and provide to Company properly completed medical records and reports (“Records”) of all Services rendered pursuant to the Agreement. Schedule B outlines proper documentation standards required by The Company. Provider’s Records shall be ‘Released for Review’ to Company within 2 days of each client session. Compensation will only be paid for services that are properly documented and fully released in the SimplePractice system on eligible patients (See schedule B). The Company retains the right to withhold Compensation pending its receipt of Provider’s properly documented Records of his or her Services.
Assignment of Right to Bill for Services: Provider hereby assigns to Company. Provider’s right to bill for services rendered by Provider and agrees to execute all documents necessary to effectuate same.
Billing: Company has the sole and exclusive right to set fees and bill and charge patients and third-party payers for the Services performed pursuant to this Agreement.
Duty to Account: Provider will assign account receivables, and will pay to Company all accounts receivable, compensation and any other form of remuneration due from or paid by any source attributable to Services rendered by Provider pursuant to the Agreement. Provider is not entitled to any portion of such fees or receivables, or the proceeds from such receivables, either during the Term of this Agreement or after the termination or expiration of this Agreement. Provider shall not take any actions, or omit to take any actions, that would be inconsistent with or impair any valid obligations enforceable in accordance with applicable laws that are due Company.
Termination by Company or Provider
a. Either party may terminate this Agreement without cause by providing the other party with not less than thirty (30) days advance written notice of its intent to terminate the Agreement
b. Either party may terminate this Agreement if the other party materially breaches its obligation under this Agreement and fails to cure such breach within two (2) days following receipt of written notice of such breach.
Effects of Termination. Upon the termination of the Agreement:
a. Provider’s duties shall cease on the effective date of termination.
b. Compensation earned for necessary services to qualified and eligible patients rendered that are properly documented but unpaid by the Termination Date will be paid within sixty (60) days of such date.
Ownership of Medical Documentation: The ownership and right of control of all reports, records, and supporting documents prepared in connection with the operation of Company and the performance by Provider of the Services under this Agreement shall vest exclusively in Company. Subject to any laws governing patient confidentiality, Provider shall have the right of access to copies of reports, records, and supporting documentation as necessary to fulfill applicable, local, state and federal requirements, and to respond to professional liability claims.
Performance Standards: Provider shall (i) use diligent efforts and professional skills and judgment and (ii) perform Services in accordance with recognized standards of the Provider’s profession.
Status of Provider: It is expressly understood and agreed that Provider shall at all times act as an Independent Contractor with respect to Company and not as an employee or agent of Company. Nothing contained in this Agreement shall be construed to create a joint venture, partnership, association or other affiliation, or like relationship, between the parties. Provider shall not have any claim under this Agreement, or otherwise, against Company for vacation pay, paid sick leave, retirement benefits, social security, worker’s compensation, health, disability, professional insurance, unemployment insurance benefits, or other employee benefits of any kind. Provider understands and agrees that:
(i) Provider will not be treated as an employee of Company for federal tax purposes; (ii) Company will not withhold on Provider’s behalf any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body, or make available any of the benefits afforded to employees of Company; and (iii) all of such payments, withholdings or benefits, if any, are Provider’s sole responsibility. If the Internal Revenue Service or any other governmental agency should question or challenge Provider’s independent contractor status, the parties hereby agree that both Provider and Company shall have the right to participate in any discussion or negotiation occurring with such agency or agencies, regardless of with whom or by whom such discussions or negotiations are initiated.
Insurance: If required, Provider shall, at Provider’s sole expense, obtain and maintain appropriate liability insurance coverage for the Services provided pursuant to this Agreement. This is determined based upon service location and is subject to change. Provider will deliver evidence of such coverage to the Company upon its request.
Indemnification: Provider agrees to fully indemnify and hold harmless Company, its directors, officers, employees, servants, agents, heirs, successors, and assigns, from and against any and all claims, losses, costs, expenses, actions, and causes of action, including reasonable attorneys’ fees at all levels (including appeals) arising out of or by
reason of any damage or injury to persons or property suffered, or claimed to have been suffered, as a result of any breach of this Agreement, illegal activities, acts, misconduct, omissions, or negligence of Provider.
Restrictive Covenant:
a. Covenants Not to Compete as a result of Provider’s engagement under this Agreement, Provider will have access to the Company’s confidential information, including the Company’s list of patients and referral sources. Additionally, the Provider will also, with the Company’s assistance, develop additional patients and referral sources. As a material inducement to the Company to engage Provider, Provider agrees that, during the Term and for a period of one year thereafter (whether by expiration of the Term or any renewals or termination for any reason or no reason), Provider shall not (i) engage in the provision of psychotherapy treatment where The Company provides services (ii) accept employment with, provide or otherwise engage in or own any interest in, a business or company which provides psychotherapy services which are being serviced by The Shea Center for Mental Wellness, LLC. Such one year period shall be extended by any period of time during which Provider shall be or shall have been in breach of such covenant (plus the period of any temporary restraining order or other preliminary order preventing immediate enforcement hereof).
b. Covenant Not to Solicit. Provider further agrees that, upon expiration or termination of this Agreement for any reason or no reason, Provider shall not contact, solicit or attempt to contact or solicit any patient previously treated by the Company, including without limitation by means of any direct mailings or announcements, and Provider shall not employ or otherwise engage any person who was employed or engaged by the Company.
a. Remedies. Provider acknowledges that the restrictions contained in this Section are a reasonable and necessary protection of the legitimate business interest of the Company. If there is any violation of these restrictions, the Company shall be entitled to preliminary and permanent injunctive relief in addition to any other remedy and shall be entitled to be reimbursed by Provider for any attorneys’ fees and costs, at all pre-trial and appellate levels, incurred as a result thereof. Nothing herein shall be construed as prohibiting the Company from pursuing any other legal or equitable remedies available to the Company due to a violation of the restrictions contained in this Section.
b. Reasonableness of Restrictions. Provider has carefully read and considered the provisions of this Section 16 and, having done so, agrees that the restrictions and remedies set forth in this Section 16 (including, but not limited to, the time of restriction, the geographical area of restriction, and the damages and injunctive relief provisions herein) are fair and reasonable, and are reasonable required for the protection of the legitimate business interests of the Company.
c. Reduction by Court. The parties agree that if either the time period or the geographic area is deemed too restrictive by any court of competent jurisdiction in any proceeding involving the validity of said covenants, the court may reduce
the offending restriction to the maximum restriction it deems reasonable under the circumstances. The parties agree that of any provision of this Section is held to be invalid or against public policy, the remaining provisions of this Section 16 are severable and shall not be affected thereby.
d. Third Party Beneficiaries. The Company and/or its members are entitled to enforce the covenants in this Section.
Notices. Any notice required or permitted to be given under this Agreement shall be deemed duly given if in writing and when received by registered or certified mail, by overnight express, or by hand delivery to the Company or Provider at the addresses set forth as follows or to any other address of which notice of the change is given to the parties hereto:
To Company: The Shea Center for Mental Wellness, LLC
10400 Dixie Highway, STE 103
Louisville, KY 40272
Attn: Alecia Mosley, LCSW, LCADC, Owner
To Provider: Carrisa Engle, LPCC
7102 Bur Oak Court 4
Louisville, KY 40291
Confidentiality of Patient Information: Provider shall protect the confidentiality of patient information and shall comply with all of Company’s policies on the release of information (whether written or oral) about patients and with any applicable state and federal laws and regulations protecting the confidentiality of patients’ record.
Survival: The covenants in Sections 7, 10, 15, 16, 18, 21, and 27 shall survive the expiration or termination of this Agreement.
No Authority to Bind: The parties have no authority to enter into any contracts binding upon the other party or to create any obligations on the part of the other party.
Prevailing Parties: If any party to this Agreement incurs any legal fees or expenses to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover such legal fees and expenses, whether at trial or on appeal.
Entire Agreement/Modification This Agreement and all Schedules and Exhibits, expressly incorporated by reference, constitute the entire agreement between the parties relating to Provider’s engagement by Company and supersede any and all prior agreements or oral representations by either party. This Agreement shall not be changed, modified or amended in any respect except by a written instrument signed by the parties hereto.
Binding Effect/Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. Provider shall not assign this Agreement without the specific written consent of Company, which may not be unreasonably withheld.
Headings: All sections or paragraphs in this Agreement are for convenience only and are not deemed part of the content of this Agreement.
Waiver: A waiver by any party of any of the terms and conditions hereof shall not be construed as a general waiver by such party and such party shall be free to reinstate any such term or condition, with or without notice to the other party.
Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute a single agreement. It is understood by provider that policies and procedures will be updated over time and provider is responsible for understanding and obliging to updated policies and procedures. Updated polices and/or procedures will be distributed to provider and signature by provider is required.
Choice of Law, Jurisdiction; Venue; Inconvenient Forum; Jury Trial: This Agreement is made and delivered in, and shall be governed by, and construed in accordance with, the applicable laws of the State of Kentucky. Any suit, action or proceeding with respect to this Agreement shall be brought in a court of competent jurisdiction in the respective county of Jefferson, KY where The Shea Center for Mental Wellness, LLC is providing service. EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THIS AGREEMENT.
1. Provider agrees to never transport a patient in their personal vehicle.
2. Provider agrees to report any criminal activity and or charges to The Shea Center for Mental Wellness, LLC via email; aleciamosleylcsw@gmail.com within 48 hours. Provider understands that criminal activity may result in immediate suspension and or termination of this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.