AGREEMENT TO SOLICIT AND PROVIDE NURSING SERVICES
In consideration of the terms hereinafter expressed, IC,the undersigned Independent Contractor,hereby contracts with UMS,to solicit professional nursing services on behalf of IC to be rendered by IC.IC hereby agrees to provide professional nursing services as a CERTIFIED NURSING ASSISTANT to various medical facilities with whom UMS has agreed to provide supplemental staffing services (hereinafter referred to as FACILITY).IC understands that IC is not guaranteed a position with any FACILITY or with UMS for any period of time and that IC will be asked to provide professional nursing services to FACILITY for periodic staffing projects as the needs of the FACILITY dictate and that this is beyond the control of UMS.IC understands that in providing the services described in this contract that IC is not employed by UMS within the meaning of Louisiana Revised Statutes 23:1472(12)E or Internal Revenue Service Ruling 61-196, page 715 et seq. IC understands that the monies paid to IC are not wages and that this contract is not a contract of hire.IC agrees to provide professional nursing services to the FACILITY at a negotiated rate to be determined by UMS and IC on a case by case basis and that IC will be paid for those services by UMS on a case by case basis. IC understands that IC is not a member of the regular staff of UMS and that IC is not guaranteed a position with any FACILITY or with UMS. The express intention of the parties is that IC is an Independent Contractor and not an employee, agent, joint venture or partner of UMS. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employee and employer between IC and UMS or any employee or agent of IC or UMS. Both parties acknowledge that IC is not an employee for state or federal tax purposes. IC understands that IC will perform professional nursing services at his or her sole discretion and control as requested by FACILITY.IC understands, agrees, and acknowledges that IC is not entitled to participate in any UMS or FACILITY employee benefit plans, whether reduced to writing or not and further, IC accepts this as a condition of assignment to FACILITY.IC understands and warrants that IC has a professional status and that IC holds himself out to the public and to UMS as capable of exercising an independent calling requiring specialized skills and that IC ordinarily has full discretion in administering IC's professional services and that IC is not under the direction or control of UMS so as to create an employment relationship with UMS.IC further declares that IC has complied with all federal, state and local business permit and licensing requirements necessary to conduct business. IC understands that the fees for his or her services will be billed directly to the FACILITY by UMS at a rate different from what IC has negotiated with UMS and that IC may not directly bill the FACILITY to receive monies from the FACILITY. IC understands that IC will be paid at IC’s discretion, upon submission of a written invoice to UMS. IC agrees that if IC provides services directly to the FACILITY during the term of this agreement other than as an independent contractor through UMS, IC will be required to pay UMS $1,000.00 in damages. This will apply only to FACILITIES for whom IC's services have been solicited through UMS.IC represents to UMS and the FACILITY that he/she is duly licensed as a CERTIFIED NURSING ASSISTANT in the State of Louisiana and that in providing the referenced professional services, IC will be free from any control or direction by UMS in the performance of professional services under this contract. IC further understands warrants and represents that the referenced professional services will be provided outside of all of the places of business of UMS for which that service is performed and that IC is customarily engaged in the independently established profession as a CERTIFIED NURSING ASSISTANT. IC understands that IC will be under the direction and control of only the FACILITY in need of the services IC will render. IC declares that IC has obtained professional liability insurance for any and all employees or agents of IC and that IC shall make all applicable premium payments, deductibles, and renewal payments for such policies of IC.IC also declares that IC has obtained workers’ compensation for IC and any and all employees or agents of IC. IC agrees to hold harmless and indemnify UMS for any and all claims arising out of any injury, disability, or death of IC or any employees or agents of IC. IC understands that the insurance contract and other information IC provides to UMS may be disclosed to any FACILITY desiring to utilize IC’s professional nursing services. IC understands that UMS shall not obtain or pay for any insurance on behalf of IC. IC reserves the sole right to control or direct the manner in which services are to be performed. IC shall retain the right to perform similar services for other entities during the term of this Agreement. IC shall perform the services required by this Agreement at any place or location and at any time as IC deems necessary and appropriate. IC shall be responsible for all costs and expense incidental to the performance of services contracted through UMS, including without limitation, all costs of fees, fines, licenses or taxes required of or imposed against IC and all other IC’s costs of doing business. UMS shall not be responsible for any expenses incurred by IC in performing services contracted through UMS.IC, may at its own expense, hire assistants or substitutes to perform services with or on behalf of IC subject to acceptance of assistants or substitutes by the FACILITY. All such assistants shall be employees and/or subcontractors of IC and not of UMS. IC assumes full responsibility for assistants, including but not limited to all applicable state and federal taxes, unemployment insurance, social security, workers’ compensation and other applicable taxes or withholdings.Arbitration Agreement, IC agrees that IC is required to resolve any claim that IC may have against UMS on an individual basis in arbitration, as set forth in this Arbitration Agreement.This will preclude IC from bringing any class, collective, or representative action against UMS, and also precludes IC from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against UMS by someone else.IC and UMS agree that any dispute, claim or controversy arising out of or relating to this agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, whether before or after the date IC executes this agreement, will be settled by binding arbitration between IC and UMS, and not in a court of law. Notwithstanding the foregoing, where IC alleges claims of sexual assault or sexual harassment occurring in connection with the services provided pursuant to this Agreement.IC may elect to bring those claims in a court of competent jurisdiction instead of arbitration. UMS agrees to honor IC election of forum with respect to IC individual sexual assault or sexual harassment claim but in doing so does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided in the following paragraph, which will continue to apply in court and arbitration), controversy, claim, or dispute.IC acknowledges and agrees that IC and UMS are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both IC and UMS otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, IC and UMS each retain the right to bring an individual action in court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.IC further understands and agrees that as an independent contractor, IC will be responsible for all city, parish, state, federal, FICA, unemployment, professional and other taxes or fees which may accrue or become due as a result of any professional fees earned by IC through professional services rendered by IC pursuant to this contract. IC agrees to hold UMS completely harmless for the payment of the aforesaid taxes or fees and to fully indemnify UMS for any sums including all taxes, fees, costs, attorney fees (expended by UMS) and penalties (incurred by UMS) should IC not pay the aforesaid taxes or fees for any reason and/or any agency seeks to collect from UMS any taxes or fees due by IC. IC understands that IC will be responsible for filing a quarterly tax return and to pay on a quarterly basis all federal and state taxes due as a result of the fees which IC receives and that the taxes are due monthly and the tax returns are due on April 30, July 31, October 31, and January 31 of each year.The term of this agreement shall be for a period of 1 year from the date specified below. It shall also be reviewed annually on the date of its execution and shall automatically renew for one (1) year, unless earlier termination in writing by either party, whichever occurs last. The termination of this Agreement by either party: (a) does not excuse the obligation to pay for services rendered or being rendered: (b) does not have the effect of waiving any right either party may have to obtain performance of an obligation which survives termination; and (c) does not preclude the non-breaching party from pursuing any available remedies. The terms in this Agreement, which by their nature must survive after the Term of this Agreement to give their intended effect, shall be deemed to survive termination of this Agreement.