This agreement is entered into on {date203} by the above-referenced client {clientName} for themselves and for the patient, {patientsName566}, and 24-7 AirEvac. Client and 24-7 AirEvac are referred to hereinafter individually as a “Party” or collectively as the “Parties”. WHEREAS 24-7 AirEvac is in the business of providing and arranging medical transportation and related services, and Client desires to receive such services for him/herself or for the Patient and Client agrees to be financially responsible for such services;
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. 24-7 AirEvac shall utilize commercially reasonable efforts to arrange and/or provide services for patient. “Services” means the services arranged and/or provided by 24-7 AirEvac, its employees, agents and contractors, including without limitation, air transport, ground transport services and any related services, supplies and procedures, or any part thereof, and may also include commercial medical escorts, private charters, claims handling and such other services as 24-7 AirEvac may agree in writing to perform. Such services may include coordination of transport of the patient. 24-7 AirEvac may contract with air carriers licensed under Federal Aviation Regulations to conduct flight operations as necessary. Such carriers maintain full operational control of all aircraft performing flights for 24-7 AirEvac. Client understands that 24-7 AirEvac does not accept or handle Medicare claims, is not a Medicare provider, and use of 24-7 AirEvac’s services will not be paid by Medicare.
2. Term: This agreement commences as of the Effective date only after the Client has signed and returned it to 24-7 AirEvac and 24-7 AirEvac’s authorized representative has signed it, and shall continue until 24-7 AirEvac has received full payment for its services (the “Term”). Except for those provisions of this Agreement which are intended by their terms to survive the cancellation, termination or expiration hereof, 24-7 AirEvac will have no further obligations to Client or Patient.
3. 24-7 AirEvac’s Fees: Client agrees to be responsible for the charges and fees associated with the Services and will cooperate fully and diligently with 24-7 AirEvac in securing full payment from any third party who may be responsible for payment. All fees are due at the time Services are rendered. 24-7 AirEvac may require an advance payment of some or all of the total to be charged for the Services. The advance payment required for 24-7 AirEvac to perform Services for the Patient shall be $0.00 (plus a 5% administrative fee for any payment made by credit card) payable prior to the date of the transport. Unpaid amounts shall bear a late fee of 1.5% per month commencing thirty (30) days from the date of transport. Full costs of the Services may not be stated until the transport has been completed. However, the insurance company is charged our usual & customary rate. Client understands and agrees that 24-7 AirEvac’s position of an aircraft and/or the readying of a flight crew or medical team will cause 24-7 AirEvac to incur expenses that may require payment of up to the full amount of the charges set forth above even though the transport of Patient or other Services may be prevented or otherwise not provided in full, and Client shall make timely payment for such Services.
4. Cancellation: Circumstances may occur that result in the need for client to cancel a flight or ground transport. In such situations, Client shall provide a written, good-faith explanation of the basis for the cancellation and shall be responsible for any and all services provided, expenses incurred and resulting losses and/or damages.
5. Representations: Client and Patient have determined to accept Services from 24-7 AirEvac based on their own determination and/or the advice of their physician(s), and not based on any representation or advice of 24-7 AirEvac. 24-7 AirEvac makes no representations concerning the medical necessity or appropriateness of its Services in each instance.
6. Indemnification: Client, on behalf of itself and patient shall indemnify, defend and hold harmless 24-7 AirEvac, its affiliates, and their respective employees, officers, directors, managers, members, agents, representatives and vendors from any claims, damages losses and costs (including costs and reasonable attorneys’ fees and experts’ fees) arising out of any act or omission of Client, Patient, their family members, and/or any other persons associated with or under the control of client and/or Patient (“Associated Persons”). Notwithstanding any provision therein, this paragraph shall survive the termination, or expiration of this agreement.
7. Quality of Care/Materiality: 24-7 AirEvac goes to great effort to provide a quality service that meets or exceeds industry standards as it seeks to benefit its clients and patients. The parties agree that items such as the size, type, speed and color of aircraft utilized in air medical transport ar immaterial provided that such aircraft is capable of performing medical transport and may be utilized in the industry for air medical transport.
8. Independent Contractor Relationship: 24-7 AirEvac’s relationship with Client, Patient or any Associated Person, is and shall be only that of an independent contractor. The Parties do not intend any person other than the Client, Patient and 24-7 AirEvac to have any rights or remedies under this Agreement.
9. Choice of Law & Venue: This agreement shall be governed by the laws of the state of California without regard for its choice of law provisions. Subject to Section 13 herein, any dispute between the Parties arising out of or relating to this Agreement or the Services shall be filed in the state or federal courts of the he United States.
10. Construction: The Parties have had the right to negotiate the terms of this Agreement. Nothing herein may be construed against a party by reason of such Party having drafted a term or provision.
11. Force Majeure: 24-7 AirEvac, its affiliates, contractors, and their respective employees, agents, representatives, officers, directors, managers, and vendors shall not be liable for any delay in performance or non-performance under this Agreement caused directly or indirectly by any act of god or other cause beyond their control, including without limitation, fire, explosion, flood, war, government action, act of war, act of terrorism, inclement weather, strikes or labor disputes.
12. Limitation of Liability: IN NO EVENT SHALL 24-7 AIREVAC, ITS CONTRACTORS, OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS OFFICERS, DIERECTORS, MANAGERS, OR MEMBERS: (1) BE LIABLE TO CLIENT, PATIENT OR ANY ASSOCIATED PERSONS FOR PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS) RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES PERFORME, OR CONTEMPLATED HEREUNDER, WHETHER OR NOT CAUSE BY OR RESULTING FROM A BREACH OF CONTRACT, NEGLIGENCE, VIOLATION OF STATUTE, OR OTHER ACT OR OMISSION EVEN IF 24-7 AIREVAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) BE LIABLE FOR ANY AMOUNT GREATER THAN THE ACTUAL COSTS ASSOCIATED WITH THE SERVICES CONTEMPLATED OR PROVIDED UNDER THIS AGREEMENT.
13. Mediation and Arbitration: the Parties agree that all claims, demands, complaints, debts obligations, disputes and/or disagreements that arise out of/or relate in any way to this Agreement or the Services (“Claims”), except any claims by 24-7 AirEvac to recover charges for its Services, shall be submitted to mediation before litigation may be initiated. The mediation shall be held in California unless otherwise agreed by the Parties. The mediator’s fees shall be borne equally by the Parties. The parties shall participate in the mediation in good faith and must have an authorized representative with full settlement authority present. Upon the conclusion of the mediation, the mediator shall issue an opinion stating its findings and conclusions which shall be advisory only, confidential, and may not be used in arbitration, except 24-7 AirEvac’s Claims to recover charges for its Services. If arbitration is agreed upon by all parties, it shall be conducted by the American Arbitration Association in the State of California pursuant to its commercial rules unless provided otherwise herein. The Parties shall share equally in the costs of the arbitration without regard to which Party may prevail. The decision of the arbitrator shall be final, binding, and conclusive on the Parties and judgment may be entered on such decision in a court of competent jurisdiction.
14. Severability: If any term or provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
15. counterparts/Copies: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement. A facsimile or other copy of this Agreement shall be as valid as the original.
16. Entire Agreement: Amendment; No third Parties: This Agreement, including any documents referenced in it and attachments hereto, contain the entire understanding of the Parties and supersedes all prior agreements between the parties with respect to the subject matter hereof. No modification, supplement or amendment of this Agreement shall be binding unless it is in writing and signed by duly authorized representatives of the Parties, and is not intended to confer upon any person other than the Parties (except as expressly provided herein for the benefit of the Patient) any rights or remedies hereunder.
WHEREFORE, THE PARTIES, THROUGH THEIR AUTHORIZED REPRESENTATIVES, ACCEPT AND ACREE TO ALL OF THE FOREGOING.