THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered on (Today's Date) by and among Teal Dragon Healing, LLC (“Consultant”) and (“Client”).
WHEREAS, Consultant, via its sole member, founder and CEO Adena Blickstein (“Owner”) has considerable knowledge and expertise in the adult, child and adolescent psychiatry field, and Owner is licensed to practice adult, child and adolescent psychiatry under the laws of the State of New York; and
WHEREAS, Client desires to have Consultant perform certain services for Client subject to the terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing premises, and the terms, covenants, and conditions set forth in this Agreement, and for other good and valuable consideration, the parties hereby agree as follows:
1. Performance of Consulting Services. Consultant agrees to provide consulting services to Client in connection with Client’s family member as more specifically detailed on attached Schedule A (the “Services”).
2. Not Medical or Professional. It is a condition of this Agreement that it be understood and agreed, AND IT HEREBY IS UNDERSTOOD AND AGREED, (i) that the Services shall be consulting in nature, and shall not include any medical, clinical or professional services to Client or Client’s family member and (ii) that the Services are not a substitute for emergency or crisis services, if any, that are clinically indicated or recommended under the circumstances. Further, Client acknowledges and agrees that all medical, clinical and professional decisions and other decisions with respect to patient care shall be under the sole discretion and control of Client and such licensed professionals of Client’s choosing, to the exclusion of Consultant. Notwithstanding the foregoing, Dr. Adena Blickstein may provide certain clinical services separate and apart from this Agreement.
3. Compensation; Expenses.
(a) Upon Client’s execution of this Agreement, Client shall remit to Consultant the minimum fee of $3,500 (“Minimum Fee”) which shall be credited against the first 5.5 hours of Service. The Minimum Fee shall be deemed earned by Consultant upon Client’s execution of this Agreement and shall not be refundable to Client under any circumstances.
(b) For Consultant’s Services rendered beyond 5.5 hours, Client agrees to pay Consultant at the rate of $625 per hour. Such additional hours may be billed in one-quarter hour increments.
(c) Consultant shall also be reimbursed by Client for all necessary and reasonable expenses incurred by it in the performance of the Services hereunder.
(d) Invoices indicating the time spent on the Services and expenses incurred will be sent by Consultant to Client periodically. Payment by Client of such invoices is due on receipt.
(e) Consultant has made no representation regarding the maximum fees will be charged for the Services
4. Terms The term of the consulting arrangement shall commence on the date that this Agreement is signed by Client and shall be in effect until terminated by Consultant or Client upon written notice to the other. Consultant may terminate this Agreement at any time upon completion of the first 5.5 hours of Service for any or no reason. Client may terminate this Agreement at any time for any or no reason. Upon a termination of this Agreement, Consultant shall deliver a final invoice to Client setting forth all hours of Service rendered through the date of termination, and payment shall be made by Client immediately upon receipt thereof.
5. Consent; Cooperation. In order to facilitate the Services, Client agrees to direct (or cause family member to direct) all professional providers providing services to Client’s family member to communicate and share
information with Consultant with respect to the professional services provided by each such provider to Client’s family member by signing a HIPAA release or other required form. Further, Client agrees to take such other actions as are reasonably requested by Consultant in order to facilitate the Services.
6. No Guaranty. Client acknowledges and agrees that there is no promise or guaranty made by Consultant that any specific result can or will be achieved. Consultant’s Services are consulting in nature only.
7. Release. This Agreement is contingent on Client, on behalf of itself and its family members, releasing Consultant from all liability, and Consultant would not enter into this Agreement but for the following release:
In consideration of the terms of this Agreement, the receipt and sufficiency of which are hereby acknowledged, Client hereby acting of his/her own free will and on behalf of him/herself, the family member and each of his/her other family members and each of their heirs, executors, administrators, successors, and assigns (each as “Releasor”), knowingly and voluntarily DOES HEREBY FULLY AND GENERALLY RELEASE AND DISCHARGE CONSULTANT AND OWNER, and each of its and their heirs, executors, administrators, successors and assigns (each, as “Releasee”) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity which against a Releasee a Releasor ever had, now has or hereafter can, shall or may have, regardless of whether such claims are known or unknown or discovered or not yet discovered, including, but not limited to, any and all claim(s) arising from (i) Consultant’s performance of the Services hereunder; (ii) suicide or attempted suicide by Client’s family member; (iii) bodily harm or other injury caused by Client’s family member to him/herself or to others; (iv) criminal activity of Client’s family member; (v) medication side effects; (vi) clinical treatment or hospitalization of Client’s family member; (vii) failure by
Client to accept or adhere to clinical treatment protocols or recommendations; (viii) failure to seek or receive emergency or crisis treatment or to admit Client’s family member for hospitalization where appropriate; (ix) or otherwise, in each case whether arising under any public policy, contract, constitutional, common law, or tort theory (including, but not limited to, claims for medical, professional or other malpractice, negligence, negligent or intentional infliction of emotional distress, defamation, assault, battery, false imprisonment, invasion of privacy, or any type of claim), whether based on statute, contract, common law or otherwise. However, this general release of claims excludes any claims which cannot be waived by law.
8. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles.
9. Notices. Any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and (i) personally delivered or emailed, (ii) sent by certified mail, return receipt requested, postage prepaid, or (iii) sent by a nationally recognized overnight delivery service, with delivery confirmed, to the addresses set forth above. All notices shall be effective upon delivery or refusal. Either party may change its address by notice to the other.
10. Miscellaneous.
. (a) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
. (b) Amendment. This Agreement may be altered, waived, amended or revoked at any time, or from time to time by an instrument in writing duly executed by both parties.
. (c) Non-Waiver. The failure of a party at any time to require performance of the other party of any provision hereof or to resort to its remedy at law or in equity or otherwise, shall in no way affect the right of such party to require such full performance or to resort to such remedy at any time thereafter, nor shall the waiver by any party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of such provision unless expressly so stated in writing. No waiver of any of the provisions hereof shall be effective unless in writing and signed
by the party to be charged with such waiver.
. (d) Partial Invalidity. If any of the provisions, terms or conditions of this Agreement is
held to be invalid or unenforceable, then the remaining provisions, terms and conditions which can be affected without such invalid or unenforceable part of the Agreement shall nonetheless remain in full force and effect.
. (e) Counterparts. This Agreement may be executed in counterparts and each counterpart shall be considered as an original. One counterpart shall be delivered to each of the parties hereto. This Agreement shall be effective immediately upon its execution by both parties.
. (f) Headings. The caption headings in this Agreement are solely for convenience or reference and shall not affect its interpretation.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.
SCHEDULE A “Services”
Consultant shall provide the following Services, NONE OF WHICH SHALL BE MEDICAL, CLINICAL OR PROFESSIONAL IN NATURE:
. (a) General consulting services (meet and confer with Client, advise Client);
. (b) Prepare action plan;
. (c) Suggest and mobilize required professional services for family member;
. (d) Arrange appointments with desired professional providers;
. (e) Communicate with professional providers on Client and family member’s behalf;
. (f) Advocate for family member’s mental and educational needs; and
. (g) Such other services as are agreed upon by Consultant and Client.