2015 TeamCME National Account Member Agreement
This Independent Contractor Agreement (“Agreement”) is entered into this day (“Effective Date”) by and between TeamCME, LLC (“Team CME”) located in Pendleton, OR and , an independent contractor (“Examiner”) doing business at
1.1 TeamCME. TeamCME is a Third Party Administrator that provides services to DOT Medical Examiner Members (Examiners).
1.2 Examiner. Examiner holds a valid license to provide commercial driver medical exams and/or DOT alcohol and drug testing and other related services.
TeamCME and the Examiner, for good and valid consideration, the receipt of which is hereby acknowledged, enter into this Agreement. This agreement is described as the TeamCME National Account Program Agreement and is specifically limited to and does not supersede any other TeamCME account program.
3.Term and Termination
This Agreement commences on the Effective Date and continues in effect until terminated by either party at any time, without cause or penalty, by providing written notice to the other party. TeamCME may, in its sole discretion, immediately terminate this agreement upon written notice to Examiner for administrative or any other reason.
Examiner will determine the means and details necessary to complete each examination or service, using industry-accepted methods, standards, and practices. TeamCME will not control, direct or supervise the Examiner. Examiner agrees to refuse any and all offers that Examiner is not fully competent or qualified to complete. Examiner specifically agrees to comply with and adhere to: (a) applicable federal, state or local statutes, regulations, ordinances, rules or opinions that govern the Services, directly or indirectly (collectively “The Law”); and (b) TeamCME policies, procedures, and standards not related to medical determination.
Examiner is solely responsible for determining the outcome decision when providing these services.
5. Fees and Payment for Services
TeamCME will pay Examiner for services when authorized for payment by the TeamCME National Account Client and when those services are part of the agreement between the National Account client and TeamCME. Examiner agrees to invoice TeamCME for authorized services provided to clients in the National Account Program in accordance with specific National Account Client requirements. Examiner agrees not to invoice or seek payment from any other party for Services provided in connection with this Agreement.
Examiner will invoice TeamCME their usual and customary charge as provided by the examiner to TeamCME under the separate attachment “Usual and Customary Charges”. For purposes of this agreement usual and customary charges submitted with remain in effect until May 21st 2015 and thereafter examiner will be given
an opportunity to update their usual and customary fee at least yearly. Examiner may change their usual and customary fee for clients outside of this agreement.
5.1 Submission of Billing
Examiner is required to submit by XxxxXXX.xxx billing portal information appearing in the specific National Registry Client payment form within two weeks of providing services for consideration of payment.
5.2 Payment Limitations
Payment for examiner’s services will not be provided when TeamCME cannot obtain payment for those services from any source due to reasons including but not limited to instances of fraud, deception, or misrepresentation by the driver, the driver’s employer, or the national client, or when payment cannot be obtained due to reasons of examiner noncompliance of, but not limited to payment procedures or requirements, or for reasons outside the control of TeamCME. When TeamCME is able to obtain payment for examiner services rendered in good faith, the examiner will be paid their usual and customary charges as described in Section 5 by TeamCME for those services provided as part of this agreement. Examiner will hold TeamCME harmless for nonpayment of services as described in this agreement.
6. Examiner’s Duties
6.1 Performance Requirements.
6.1.1 Applicable Law. Examiner will comply and cause all Examiner employees to comply with all applicable laws, medical guidelines and TeamCME policies, procedures, and standards.
6.1.2 License in Good Standing. At all times while performing Services in connection with this Agreement, Examiner will validly possess in good standing any registrations, certificates, permits and any other similar documentation required by any federal, state or municipal agency for Examiner’s business (collectively
“License”) and maintain such Licenses throughout the term of this Agreement. 6.1.3 License Status Notification. Examiner agrees to promptly notify TeamCME of any potential or actual suspension, revocation or probationary status of Examiner’s Licenses.
Examiner is solely responsible for his/her expenses, including but not limited to licensure, professional affiliations, software and data fees, vehicle and travel expenses, taxes, insurance and federal, state and local employment-related filings associated, directly or indirectly, with the Services stated herein, including, but not limited to, social security taxes and disability, unemployment and workers’ compensation insurance.
Examiner acknowledges and agrees that, as a result of entering into and performing under this Agreement, Examiner has and will have access to certain confidential information of TeamCME, TeamCME’s clients, or customer data, and non-public patient data. Confidential information may be in written, oral, or electronic form and includes, without limitation, pricing information, operational procedures and handbooks, training materials, software, software documentation and other technical or scientific information. All information is considered confidential and is not subject to disclosure.
8.1. General Liability
The Examiner will be solely responsible for any losses or damages attributable to Examiner’s actions or inactions associated with the services described herein, whether such loss is caused to TeamCME, TeamCME’s clients, or their customers (the ultimate end users of the Services).
8.2. Special Damages
Neither Examiner nor TeamCME will be liable for indirect, consequential, special, or punitive damages of any kind, including lost profits or lost savings.
Where permitted by law, the examiner will defend, indemnify and hold harmless TeamCME, its current, former and future officers, directors, agents and employees, from and against, any and all claims, liability, losses, damages, expenses, costs and attorney’s fees that TeamCME may be exposed to, suffer, expend or incur under or by reason of this Agreement and arising out of any action or inaction of the examiner in connection with this Agreement, whether as a result of any negligence, willful misconduct, or otherwise.
10. Relationship of Parties
Examiner is acting solely as an independent contractor and is not eligible to participate in or receive any benefit from any benefit plan, program or other arrangement that may, from time to time, be available to employees of TeamCME including, but not limited to, any health, disability, or life insurance, vacation, or holiday pay, sick leave, profit sharing or pension plans. TeamCME will not provide workers’ compensation insurance for Examiner. Nothing contained herein, whether explicit or implied, will constitute, create or evidence an employee/employer relationship between Examiner and TeamCME. Examiner will not represent him or herself, directly or by implication, as an employee or agent of TeamCME or TeamCME’s clients.
Any provision of this Agreement which contemplates performance subsequent to the expiration or earlier termination of this Agreement, or which expressly states that it will survive termination of the Agreement, will so survive such expiration or termination and will continue in full force and effect until fully satisfied.
In the event that any provision of this Agreement is held to be void or unenforceable by any court of competent jurisdiction, such holding will not affect the enforceability of any other provisions of this Agreement and all such other provisions will remain in full force and effect. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of remedies is severable from and independent of any other provision.
13. Assignment and Binding Nature
The Examiner may not assign or transfer this Agreement or any rights, benefits, duties or obligations hereunder without TeamCME prior written consent. Any and all attempts to assign this Agreement or the rights, benefits, duties and obligations hereunder will be a material breach of this Agreement and will be null and void.
This Agreement has been executed by an authorized agent of each party as of the Effective Date.
TeamCME, LLC Examiner
Name: Xxxxxxx Xxxx Xxxxxxx Name: (print)
Title: CEO Title:
Please Sign & Fax a copy of the following to TeamCME at: 000-000-0000
1. Completed Page 1 and Page 4 of this agreement
2. National Account Usual and Customary Charges Form