Fedex Home Delivery Driver resume example with 15+ years of experience
Jessica
Claire
resumesample@example.com
(555) 432-1000,
Montgomery Street, San Francisco, CA94105
:
Summary
Enthusiastic individual with superior skills in working in both team-based and independent capacities. Bringing strong work ethic and excellent organizational skills to any setting. Excited to begin new challenge with successful team.
Punctual and efficient Driver seeking position as part of delivery team with opportunities for professional growth and development. Motivated to provide prompt, friendly and professional service at all times.
Skills
Approach, Office
As set, Permitting
Agency, Personnel
Billing, Policies
Business plans, Presentations
C, Pricing
C 5, Processes
Cancer, Requirement
Clerical, Selling
CMS, Sales
Oral, Shipping
Contracts, Specimen collection
Client, Taxes
Clients, Tender
Delivery, Trade shows
LCD, Training manuals
Diagnosis, Written
DNA, Articles
Equity
Financing
Financial
Financial statements
Forms
Forth
Government
Health and Human Services
Health Information Technology
Inspector
Insurance
Intellectual property
Investments
ISO
Laboratory tests
Laboratory testing
Law
Legal
Marketing
Materials
Access
Exchange
Cargo handling
Team building
First Aid/CPR
Communications
Planning and coordination
Organization
Customer service
Education and Training
Independance High Independance , LAExpected in 05/2006 ā āHigh School Diploma: - GPA:
Experience
Sea Mar Community Health Centers - FedEx Home Delivery Driver Tumwater, WA, 09/2019 - Current
Contacted customers prior to delivery to coordinate delivery times.
Obtained signatures needed to complete and process all paperwork efficiently.
Safely operated and maintained heavy equipment, including forklifts, stair climbers and pallet jacks.
Worked closely with team members to deliver project requirements, develop solutions and meet deadlines.
Improved operations by working with team members and customers to find workable solutions.
Improved customer satisfaction by finding creative solutions to problems.
Independent Case Management - Mental Health Technician Star City, AR, 01/2013 - 09/2019
This Marketing Services Agreement ("Agreement") is entered into as of 4/24/2019 , by and between "Chad Belanger"at "2337 Crossing Court Mandeville La.
70448" and Jessica Claire residing at 16235 Johnson Lane,Tickfaw, La 70466.
In consideration of the mutual promises contained herein, the parties agree as follows: 1.
Definitions.
As used herein, the following terms will have the meanings set forth belo.
Services" means the pharmacogenomics/ pharmacogenetics (a/k/a PGx), BRCA and other cancer genetic/genomic testing (a/k/a CGx).
Territory" means the following described geographic area and/or specific states/territories: The United States of America and its territories and protectorates, with the exception of the State of New York.
Customer" or "Client" means, but is not limited to, physician providers, patients, pharmacists, and the health care community in general.
2.
Appointment.
The COMPANY hereby appoints the ISO as a non-exclusive sales and marketing representative for the COMPANY's Services in the Territory, and the ISO hereby accepts such appointment.
The ISO's sole authority from the COMPANY is to promote its Services, and to solicit orders for said Services, within the Territory in accordance with the terms herein.
The ISO has no authority to make any commitments whatsoever on behalf of the Company and is fully responsible for keeping all health care providers with whom the ISO has any contact duly informed of this limitation.
3.
Duties.
The ISO will use its best efforts to promote the COMPANY's Services, and to maximize the sale of its Services in a professional manner within the Territory.
When requested, the ISO will provide reasonable assistance to the COMPANY in its promotional activities within the Territory including, but not limited to, trade shows, presentations, sales calls and other activities relating to the COMPANY's Services.
The ISO will also provide after-sale support to those health care providers who, through the efforts of The ISO, choose to utilize the COMPANY's Services, and will generally perform such sales and marketing related activities as Claire be necessary to promote the Services and goodwill of the COMPANY.
The ISO will devote adequate time and effort in performing its obligations.
The ISO will neither advertise the Services outside the Territory nor solicit sales from heath care providers outside the Territory without the prior written consent of the COMPANY.
In addition to these general requirements, the ISO will:.
Have its representatives and agents conduct themselves at all times in an ethical manner.
The ISO will provide The Company's prospective Clients and/or Customers with accurate and complete information that is neither deceptive nor misleading.
The ISO will not encourage any health care provider to request, recommend or otherwise order clinical laboratory tests that are not both medically necessary and in the best interests of the patient to be tested.
Immediately report to the COMPANY any suspected violations of any federal laws, regulations, federal health care program requirements, or the COMPANY's internal policies and procedures in connection with the Services provided by the COMPANY under the Agreement or otherwise in connection with the marketing of clinical testing Services by the ISO on behalf of the COMPANY.
At all times when interacting with Customers or potential Customers of the COMPANY, The ISO's sales personnel will identify themselves as a COMPANY representative who has been engaged to serve in a sales and marketing capacity.
Not seek business from any individual who is a member of their immediate family (as defined in 42 CFR 411.351) or from any other entity which the ISO owns, controls, or with whom the ISO otherwise has a relationship that affords the ISO control or special influence with regard to the referral of clinical laboratory tests.
For purposes herein, the term "relationship" shall be broadly interpreted and mean any equity ownership of a physician or physician organization, or any employment, engagement, or other contractual relationship with (whether written or oral) a physician or physician organization, and any other relationships proscribed by federal or state laws, regulations, and rules regarding such matters.
Neither tender any payment of monies, or transfer anything of value, to any health care provider or person/entity that orders laboratory testing through the COMPANY, nor to any other physician or health care provider in connection with the Services provided by the COMPANY.
Any questions about whether a gift, payment or performance of any act for the benefit of a health care provider Claire violate this provision must be discussed with the COMPANY's designated compliance personnel.
Within ten (10) days of the COMPANY's request, the ISO will take those efforts necessary to help secure for the COMPANY a patient's health insurance carrier information, a patient's and their health care provider's signature(s) which Claire have been inadvertently omitted from any provider requisition order form, the appropriate ICD-IO diagnosis code(s) which Claire have been inadvertently omitted from any provider requisition order form, and any and all other information required for purposes of reimbursement which Claire have initially been lacking or missing from a provider requisition form.
The ISO acknowledges this information is necessary and critical to permitting for the COMPANY's timely billing for its Services, and directly affects both the COMPANY's and The ISO's prospective compensation as further described in Section 8 below.
Should either the ISO or the healthcare provider(s) it introduces to the COMPANY request Oragene@ DNA collection devices for their use in the COMPANY's genetic/genomic testing, then their cost (being $25 each) will be deducted from The ISO's compensation under Section 8 herein for each device not returned to the COMPANY for testing within sixty (60) days of their being provided.
Require all personnel who Claire provide the ISO with assistance in complying with its duties hereunder to execute the form attached hereto as Exhibit "A".
4.
Compliance with Law.
4.1 Duties.
The ISO will, and will also require all personnel with whom it Claire become associated with respect to the duties defined herein, to comply with all applicable federal, state and local laws, regulations, guidelines and rules governing the performance of the Services, including without limitation, the privacy and security standards of the Health Insurance Portability and Accountability Act of 1996 codified at 45 C.F.R.
Parts 160 and 164, as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations, as the same Claire be amended from time to time (collectively, "HIPAA"), as well as all applicable state laws and health information privacy and security standards and regulations promulgated thereunder, the federal anti-kickback statute (i.e., 42 U.S.C.
5 1320a-7b(b)), the "Stark Law" (i.e., 42 U.S.C 5 1395nn), and the False Claims Act (i.e., 31 U.S.C 5 3729) as each Claire be amended and supplemented from time to time, (collectively, the "Health Care Laws") and all applicable state laws.
4.2 No Exclusion.
Each Party represents that they and their officers, directors, employees, and the owners of at least a ten percent (10%) equity in either entity (each, an "Affected Person") is eligible to participate in Medicare, Medicaid, TRICARE, and other federal health programs, and that neither Party nor any Affected Person has been sanctioned by the Health and Human Services Office of the Inspector General ("OIG") as set forth on the Cumulative Sanctions Report ("CSR"), or excluded by the General Services Administration ("GSA") as set forth on the List of Excluded Providers ("LEP").
Each Party covenants that both itself and all Affected Persons shall during this Agreement's term remain eligible to participate in Medicare, Medicaid, Tricare, and other federal health programs, and shall not be sanctioned by the OIG as set forth on the CSR or excluded by the GSA as set forth on the LEP.
The Parties agree to immediately provide written notification to the other party of any notifications of any changes in the foregoing.
4.3 Change of Law and Intervening Illegality.
Notwithstanding any provision of this Agreement to the contrary, in the event any Party is advised by a qualified legal counsel that it is more likely than not that any applicable Law then in effect, or to become effective as of a date certain (a "Determination"), or in the event any Party receives notice ("Notice") of an actual or threatened decision, finding or action by any governmental or private agency or court (collectively, an "Action"), which Law or Action, if or when implemented, would have the effect of subjecting either party to civil or criminal prosecution under state and/or federal law or other adverse proceeding because of their participation herein, or that the method and manner of operation of either Party is not in compliance with an applicable Law, then the Parties shall attempt to amend this Agreement, or other agreements so implicated, or the method and manner of operation in question to the extent necessary in order to comply with such Law or to avoid the Action, as applicable.
If, within ninety (90) days of providing written notice of such Determination or Notice to the other Party, the Parties, acting in good faith, are unable to agree upon and make amendments or alterations to this Agreement, other agreements, or the method and manner of operation to meet the requirements in question, or, alternatively, the Parties mutually determine that compliance with such requirement is impossible or unfeasible, then this Agreement shall terminate without penalty, charge or continuing liability upon the earlier of: (a) one hundred eighty (180) days following the date upon which any party gave written notice to the other; or, (b) the effective date on which the Law or Action prohibits the relationship of the parties pursuant to this Agreement.
For purposes hereof, the term "Law" shall mean the common law and all statutes, rules, regulations, ordinances, orders, codes, permits, licenses, policies, guidelines, and agreements with or of federal, state, local and foreign governmental and regulatory authorities (including, without limiting the generality of the foregoing, any of the same which terminates, disqualifies, or otherwise adversely affects a person's (including any party hereto) reimbursement or right to payment from, or participation with, any payer.
5.
Independent Contractor.
5.1 Duties of The ISO.
The parties recognize and acknowledge that the ISO is an independent contractor, and nothing contained in this Agreement will be construed to (i) give either Party the power to direct and control the day- to-day activities of the other, (ii) constitute the Parties as partners, joint venture(s), co-owners or otherwise, or (iii) allow either the ISO or the COMPANY to create or assume any obligation on behalf of the other for any purpose whatsoever.
5.2 Taxes and Other Costs.
The ISO will be solely responsible for the payment of all taxes of any nature, costs, fees and expenses incurred in connection with the performance of the duties and obligations associated with The ISO's business, including, but not limited to, the costs associated with its employees, contractors, representatives, or any personnel hired or retained to perform specimen collection services (i.e., "collectors") for the benefit of those health care providers utilizing the COMPANY's Services.
6.
Indemnification by The ISO.
The ISO will indemnify and hold the COMPANY free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of the negligent, reckless or malfeasant acts of the ISO and those of its representatives or agents.
7.
Indemnification by the COMPANY.
The COMPANY will indemnify and hold the ISO free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Services caused by the COMPANY, or the failure of the COMPANY to provide any Service(s) to the patient of a health care provider that has been properly ordered through the efforts of The ISO.
8.
Compensation.
8.1 With respect to pharmacogenomics (aka PGx) and BRCA and other genetic/genomic (aka CGx) testing, the ISO will receive the flat fee amount of:.
100 for each Personal History Comprehensive CGx qualified specimen.
125 for each Personal History Partial CGx (Breast & Ovarian Cancer, Colorectal Cancer, Lynch Syndrome) qualified specimen.
75 for each Personal History Brca1/Brca2 qualified specimen.
65 for each Personal History PGx Personalized qualified specimen.
125 for each Family History Comprehensive CGx qualified specimen.
95 for each Family History Partial CGx (Breast & Ovarian Cancer, Colorectal Cancer, Lynch Syndrome) qualified specimen.
8.2 The term "specimen" means a medical sample collected by a healthcare provider from a patient that is, in turn, submitted to the COMPANY for testing.
8.3 A "clean claim" and "clean claim specimen" are both defined as ones in which all patient demographics, verified insurance coverage, both a patient's and provider's signature appear on an ordering physician's requisition form (i.e., "req form"), and ICD-IO Diagnosis Code(s) identifying a patient's medical situation are all provided to the COMPANY to ensure that the ordered laboratory test is both medically necessary and covered by the patient's health insurance poll.
The omission of any information required by a patient's insurance carrier when a claim for Services is submitted is, by definition, not a clean claim which will preclude the COMPANY's submission of a claim and, consequently, its inability to secure payment for its Services.
8.4 A "reimbursed specimen" is defined as one in which the COMPANY, either directly or through a third-party billing agent, submits a clean claim for its Services to an insurance carrier or government payer which, in turn, compensates the COMPANY for providing such Services to its insured(s).
8.5 "Gross Proceeds" are defined as those monies accruing to the COMPANY from reimbursed specimens without deductions for the cost of services, goods, labor, interest, taxes, or any other expense(s) of the COMPANY whatsoever.
8.6 For the avoidance of doubt, the parties acknowledge that the ISO will not receive Compensation for any Self-Pay Specimens, nor will the ISO be responsible for any costs or financial deficiencies associated with the COMPANY'S receipt and testing of same.
The term "Self-Pay Specimens" includes all specimens received by the COMPANY from patients who are uninsured or whose existing health insurance plan (whether private, public, or otherwise) does not cover, pay or otherwise reimburse for the applicable Services of the COMPANY.
8.7 The parties hereto agree that in the event the COMPANY reasonably determines, in its sole discretion, that the Compensation provided to the ISO is no longer appropriate as a result of substantial and implemented changes to third party payer reimbursement practices or policies (such as by way of a Center for Medicare and Medicaid Services (CMS) Local Coverage Determination (LCD) or National Coverage Determination (NCD), commercial payer coverage policy, or otherwise), the parties shall make good faith efforts to renegotiate The ISO's Compensation.
8.8 The ISO understands and acknowledges that its commission Claire decrease as a consequence of changes to insurance coverage, claims for reimbursement by an insurance carrier or government payer, and other reasons outside the control of the COMPANY.
Should any insurance carrier or government agency conduct an audit and determine an overpayment has been made to the COMPANY, and should the COMPANY have previously compensated the ISO for a specimen in which such carrier or agency requests reimbursement, then in such event the COMPANY is either permitted to set-off from any monies then owing to the ISO or require the repayment from those monies previously paid to The ISO, that amount which the COMPANY reimburses to said carrier for such previously compensated specimen(s).
8.9 COMPANY shall pay ISO Flat Fee compensation, minus the appropriate Teledoc fee, in twice a month payments.
Any sample submitted to the lab (lab has confirmed insurance eligibility and marked sample as confirmed) from the First (1st) day of the month through the Fifteenth (15th) day of the month shall be paid by the Twenty-Fifth (25th) of the month, and from the Sixteenth (16th) of the month through the last day of the month shall be paid by the Tenth (10th) of the following month.
9.
Teledoc Services Teledoc services will be required for all entries not submitted by a licensed physician.
The ISO is responsible for 0% of the total cost of $00.00 per Teledoc call.
The amount of $00.00per Teledoc will be deducted from the respective pay period's commissions.
NOTE: a fee will be charged for every Teledoc usage.
While every precaution will be taken to insure a legitimate submission, if the submission is ultimately rejected for any reason, the Teledoc fee will still apply.
10.
Shipping Costs In most cases the lab will supply shipping labels for shipping kits and paperwork to the lab.
If the lab does not provide shipping labels, the ISO will be responsible for all shipping costs.
11.
Term and Termination.
9.1 Term.
This Agreement will commence on the effective date of this Agreement and continue for one (1) year thereafter.
So long as the parties are not in default of this Agreement, and neither party has given the other written notice of cancelation at least thirty (30) days prior to the end of the initial Term, then this Agreement will then automatically renew for successive one (1) year periods during which the remaining terms of this Agreement will continue in effect.
If either the ISO or the COMPANY wishes to terminate the Agreement, then either party must give the other ten (10) days written notice of same.
Once notice has been given by either party for any reason, both the ISO and the COMPANY agree to perform their respective duties and obligations under this Agreement diligently and in good faith through the end of the notice period.
9.2 Inactivity of The ISO.
Commencing as of the date of this Agreement, should the ISO not submit any clean claim specimen(s) to the COMPANY for a continuous uninterrupted period of thirty (30) calendar days or more, then in such event any and all of the respective duties and obligations the parties Claire owe to one another of whatever kind and nature, except those referenced in Sections 6, 12, and 14 herein, shall terminate immediately upon the passage of said thirty (30 calendar days.
Each month thereafter.
9.3 Return of Work Product.
Work Product means all conceptual, technological, operating, training, marketing or other ideas, processes, designs, developments, and materials, specifically including all customer lists, customer contracts, discoveries, improvements, enhancements, or other materials in any way pertaining to the existing or contemplated business, products or services of the COMPANY.
All of the COMPANY's trademarks, trade names, patents, copyrights, designs, drawings, or other literature, sales aids and Work Product of every kind will remain the property of the COMPANY.
Within ten (10) days after this Agreement's termination the ISO will return all such items to the COMPANY at The ISO's sole expense.
The ISO will not make or retain any copies of any confidential items or information entrusted to it.
Upon termination of this Agreement, the ISO will cease to use all trademarks, marks, trade names and intellectual property of the COMPANY'S.
12.
Limitation of Liability.
Upon termination of this Agreement by either party in accordance with any of the provisions herein, the COMPANY's sole liability to the ISO under the terms of this Agreement will be for any unpaid compensation then owing.
Except as otherwise provided for herein, and except for the negligent, purposeful or reckless acts of a party, neither party will be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the COMPANY or the ISO.
Conducted 15-minute and unscheduled checks on patients, immediately responding to hazardous incidents or crises to maintain safe milieu.
Provided excellent service to patients through personable communication.
Accurately documented all observations, interventions, and concerns in patient charts and electronic systems, sustaining continuum of care from admission through to discharge.
Accurately documented all observations, interventions, and concerns in patient charts and electronic systems, sustaining continuum of care from admission through to discharge.
Documented patient interactions in compliance with HIPAA requirements.
Verified patient health history and contact information for chart accuracy.
Provided client assessments upon admission and discharge.
Handled various patient-oriented duties, including vital sign monitoring, medication administration and patient behavior assessments.
Effectively managed daily charting for each patient.
Counseled patients, discussed substance use and worked closely with individuals to identify positive and healthy life choices.
Counseled patients, discussed substance use and worked closely with individuals to identify positive and healthy life choices.
7-Eleven, Inc. - Direct Support Professional Staunton, VA, 06/2009 - 01/2013
The COMPANY is a Marketing Company providing various marketing services (the "Services") as ordered by authorized physicians and health care providers across the country.
As such, all individuals wishing to introduce the COMPANY's Services to a health care provider must comply with all applicable federal, state and local laws, regulations, guidelines and rules governing the performance of the Services, including without limitation, the privacy and security standards of the Health Insurance Portability and Accountability Act of 1996 codified at 45 C.F.R.
Parts 160 and 164, as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations, as the same Claire be amended from time to time (collectively, "HIPAA"), as well as all applicable state laws and health information privacy and security standards and regulations promulgated thereunder, the federal anti-kickback statute (i.e., 42 U.S.C.
5 1320a-7b(b)), the "Stark Law" (i.e., 42 U.S.C 5 1395m), and the False Claims Act (i.e., 31 U.S.C 5 3729) as each Claire be amended and supplemented from time to time, (collectively, the "Health Care Laws") and all applicable state laws.
The main point of these statutes is to prevent compensation to a physician or health care provider in return for their referring services (including laboratory testing) covered by Medicare, Medicaid, and Tricare.
A salesperson for the COMPANY must NEVER offer anything of value in exchange for a referral of laboratory testing.
There are safe harbors to these statutes, and they are as follows: 1.
Meals to Physician Offices Meals Claire be provided to physicians and their staff but Claire NOT be given in exchange for referral of testing services.
The physician or his staff Claire not request a meal.
Only the sales person can offer to bring lunch to the physician office or invite a physician to join them in a meal, and this offer Claire not be made in exchange for the referral of testing services.
The annual non-monetary compensation limit is $380 per physician or physician practice.
The calculation for non-monetary compensation to a physician during a physician office meal is as follows: Example: The sales representative brings lunch to a physician office where there is one (1) physician and nine (9) office staff members.
The cost of the lunch is $200.
The cost per person is $20 and the value allocated to the physician's yearly nonmonetary compensation is $20, leaving a total of $360 remaining for non-monetary compensation for the physician.
2.
Lab Supplies The COMPANY Claire provide supplies needed to collect and ship specimens at no cost to the physician.
These include plain plastic collection cups, shipping labels, requisition forms and packing material.
The COMPANY is required by law, however, to charge health care providers and physicians for immunoassay point of care screening cups and dip cards that Claire be requested and supplied as these testing devices are billable by health care providers.
3.
Lab Assistants Federal law and regulations allow a clinical laboratory to employ a lab assistant to be placed within a physician's practice.
The lab assistant's duties Claire include collecting, packing and shipping specimens for their delivery to the COMPANY.
The lab assistant Claire NOT help the physician practice with any other tasks, such as clerical work.
Certain states, such as Florida and Pennsylvania, do not permit lab assistants to be hired by a lab for their placement into a physician's office.
You are to check with the COMPANY to determine if a lab assistant is allowable in your sales territory.
4.
Physician Test Ordering A sales representative Claire NEVER tell a physician what test or tests they should order for their patients.
Only a health care provider can determine whether a test is medically necessary and in the best interest of a patient.
A sales representative Claire tell a physician about the potential positive patient health outcomes that can be achieved by using the COMPANY's testing services, but the health care provider must use their individual independent judgment as to whether to order a test.
I acknowledge the above compliance guidelines and will adhere to them when promoting the COMPANY's medical products.
Prevented patient injuries by providing necessary restraints and appropriate supports.
Supported and encouraged psychiatric patients to promote health and wellness.
Supervised and supported activities of daily living such as medication administration and personal hygiene.
Worked to improve patient outlook and daily living through compassionate care.
Worked to improve patient outlook and daily living through compassionate care.
Maintained clean and well-organized environment to promote client happiness and safety.
Maintained clean and well-organized environment to promote client happiness and safety.
Followed physician orders when providing care and monitoring client well-being, safety and comfort.
Developed strong and trusting rapport with each patient to facilitate best possible care and assistance.
Assisted disabled individuals to foster independence while still closely monitoring safety at all times.
Completed data entries in charts and logbooks to document client progress.
Monitored clients' progress to report necessary changes.
CUTCO - Sales Associate City, STATE, 03/2006 - 05/2009
Answered incoming telephone calls to provide information about products, services, store hours, policies and promotions.
Negotiated and closed deals with minimal oversight.
Sold various products by explaining unique features and educating customers on proper application.
Followed up after sales to assess satisfaction and identify ongoing requirements.
Built strong, professional relationships through identification of client needs, which increased overall sales and opportunities.
Activities and Honors
Accomplishments
13.
Notices.
Any notices required or permitted by this Agreement will be deemed given if sent by recognized overnight delivery service (e.g.
FedEx) as follows:
If to the COMPANY:
Name.
Chad Belanger, 17.
Entire Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.
There are no written or oral understandings directly or indirectly related to this Agreement that are not otherwise set forth herein.
No amendment or change can be made to this Agreement other than in writing and signed by both parties.
18.
Governing Law.
This Agreement will be construed and enforced according to the laws of the State of New Jersey and any dispute under this Agreement must be brought in this venue and no other.
19.
Headings in this Agreement.
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
20.
Severability.
If any term of this Agreement is found to be invalid or unenforceable by any court, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
21.
Successors and Assigns.
This Agreement is binding on the parties hereto and their respective heirs, representatives, successors and assigns.
This Agreement Claire not be assigned by the ISO.
22.
Representation and Warranties.
The Parties represent and warrant to one another that as of the date hereof and throughout the Agreement's Term that (a) the execution, delivery and performance of this Agreement has been duly authorized by the Parties' respective representatives, (b) this Agreement is a legal, valid and binding obligation, enforceable in accordance with its terms, (c) the execution, delivery and performance of this Agreement does not conflict with or contravene any provision of a Party's organizational documents or any other agreement, document, instrument, indenture or other obligation, (d) there are no pending actions or legal proceedings or any claims by any person or entity that would adversely affect a Party's ability to perform its obligations under this Agreement, (e) the Parties, and the fulfillment of their obligations hereunder, are in compliance with all laws and regulations, including those with regards to HIPAA, and (f) all information provided hereunder is true and correct.
23.
Counterpart Execution.
This Agreement Claire be executed in multiple counterparts, each one of which shall be deemed an original, but all of which shall be considered together as one and the same of a signature page hereto shall constitute its due execution and shall create a valid, binding obligation of the party so signing, and it shall not be necessary or required that the signatures of all parties appear on a single signature page hereto.
24.
Electronic Transmission.
Delivery of an executed counterpart of this Agreement Claire be made by electronic transmission.
Any such counterpart or signature pages sent by electronic transmission shall be deemed to be written and signed originals for all purposes, and copies of this Agreement containing one or more signature pages that have been delivered by facsimile or other electronic transmission shall constitute enforceable original documents.
IN WITNESS WHEREOF each party acknowledges and agrees that such party has been given an opportunity for such party's legal counsel or advisors to review this agreement, and understands the provisions of this agreement, and the Parties have executed this Agreement on the date first written above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ISO / Independent Contractor
__________________________________________ Signature:
__________________________________________ Print Name:
__________________________________________ Title:
__________________________________________ Date:
__________________________________________ Date:
Chad Belanger,
__________________________________________
Chad Belanger, CEO
Exhibit A.
Additional Information
Confidentiality, Non-Disclosure and Non-Solicitation.
14.1 For purposes of this Agreement, the following definition will apply: "Confidential Information" means any data or information relating to the business of either the COMPANY or the ISO which is disclosed to, or known by, either the COMPANY or the ISO as a consequence of, or through, their relationship with one another (including information conceived, discovered, originated or developed in whole or in part by either) and not generally known by the public. Without limiting the generality of the foregoing, Confidential Information includes: (A) the sales records, profits and performance reports, pricing manuals, sales manuals, training manuals, selling and pricing procedures and financing methods; (B) business plans and internal financial statements and projections of the parties; and (C) any information identified as secret or confidential, or which, from the circumstances in good faith and good conscience, ought to be treated as confidential, relating to the business or personal affairs of the parties.
14.2 The parties acknowledge that because of their relationship with one another, and during the course of such relationship, the parties will disclose to one another, and the parties and/or their agents or employees will create, certain Confidential Information with respect to one another. The parties acknowledge that all such Confidential Information is, and at all times will remain, the property of the party creating same. During the parties' relationship, and for so long afterwards as the information or data remains Confidential Information, the parties agree to hold such Confidential Information in confidence and further agree not, except to the extent specifically required by the parties' duties to one another, directly or indirectly, to use, disseminate, disclose, or permit any person to obtain any Confidential Information (whether or not in written or tangible form), except as specifically authorized in advance and in writing. The ISO further agrees to safeguard and maintain in the performance of The ISO's assigned duties for the COMPANY, all information, documents or other items that contain or embody Trade Secrets or Confidential Information.
14.3 The parties acknowledge that because of their relationship, and during the course of such relationship, the parties will have access to data and financial information furnished to one another by clients, customers, suppliers and other third parties (collectively, the "Data"). During the parties' relationship, and for so long afterwards as the Data remains confidential, the parties agree to hold the Data in confidence and further agree not, except to the extent specifically required by the parties' duties to one another, directly or indirectly, to use, disseminate, disclose or permit any person to obtain any Data except as specifically authorized in advance and in writing.
14.4 In addition, and without any intention of limiting the parties other obligations under this Agreement in any way, the parties will not reveal any nonpublic information concerning the business, services or the proprietary products and processes of one another (particularly those under current development or improvement). In that connection, the ISO will submit to the COMPANY for review any proposed article, paper or other discussion, explanation or description relating to the work done by the ISO for the COMPANY before such article, paper and/or other discussion are released or delivered to the public. The COMPANY has the right to disapprove and prohibit, or delete any parts of, such articles, papers, discussions, explanations or descriptions that might disclose the COMPANY's Confidential Information or otherwise be contrary to the COMPANY's business interests.
14.5A In consideration of the terms and conditions set forth herein, except as otherwise provided in this Section, during the Term and for a period of one (1) year following the termination of The ISO's relationship with the COMPANY for any reason, the ISO covenants and agrees that neither it nor its officers and members, either directly or indirectly, will initiate contact with, or interfere with, the business activity of the COMPANY'S, nor will the ISO solicit any employees, independent contractors, agents, employers, employer groups, associations, healthcare service providers, hospitals, clinics, physicians of the COMPANY, nor directly or indirectly approach any employees, independent contractors, agents, employers, employer groups, associations, health care service providers, hospitals, clinics, physicians of the COMPANY for the purpose of establishing a relationship of any kind.
14.5B In consideration of the terms and conditions set forth herein, except as otherwise provided in this
Section, during the Term and for a period of one (1) year following the termination of The ISO's
relationship with the COMPANY for any reason, the COMPANY covenants and agrees that neither it nor its
officers and members, either directly or indirectly, will initiate contact with, or interfere with, the business
activity of the ISO, nor will the COMPANY solicit any employees, independent contractors, agents,
employers, employer groups, associations, healthcare service providers, hospitals, clinics, physicians of
the ISO, nor directly or indirectly approach any employees, independent contractors, agents,
employers, employer groups, associations, health care service providers, hospitals, clinics, physicians of
the ISO for the purpose of establishing a relationship of any kind.
14.6 The parties will take the necessary steps to inform its officers, directors and members of the obligations under this Section 12.
15. No Waiver. No waiver that is granted in any one instance will be construed as a continuing waiver applicable in any other instance. No consent or waiver that is expressed or implied by any party to this Agreement to or of any breach or default by any other party to this Agreement in the performance by such other party of its obligations hereunder, will be deemed or construed to be a consent or waiver to, or of, any breach or default of any other party of the same or any subsequent obligations hereunder. Failure on the part of any party to complain of any act or failure to act of any party to this Agreement or to declare such party in default, irrespective of how long such failure continues, will not constitute a waiver by the non-defaulting parties of their rights hereunder.
16. Non-Disparagement. During the Term and thereafter, both the COMPANY and the ISO agree to not publicly disparage the other's officers, directors, employees, members and agents, in any manner which is likely to be harmful to them or their business, business reputation or personal reputation. The COMPANY and the ISO shall take the necessary steps to inform their respective officers, directors and members of the obligations under this section.
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