Employee Contract

This Agreement (the “Agreement”) is made between [Company], a company incorporated under the laws of the State of Florida (hereinafter referred to as “the Agency”), and the named Employee. The agreement date, Employee name, initial job title, and hourly compensation are captured on the Employee Contract form on the right.

RECITALS

The Employee is secured to provide the services described below at the Agency's principal place of business as aforementioned, or from the Employee's principal place of business, if applicable, as aforementioned. The Employee represents that she/he has complied with all Federal, State, and local laws regarding business permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Employee pursuant to this Agreement. The Employee is or shall remain open to conducting similar tasks or services for the Agency, which may not be listed or described below, or for entities other than the Agency and thus holds himself or herself out to the public to be a separate business entity.

The Agency desires to hire and contract the services of the Employee to perform those tasks as set forth herein. The Employee assents to this Agreement and to act and perform as an Employee for the Agency and is thus willing to do so on the terms and conditions as set forth herein.

THEREFORE, in consideration of the matters described above and the mutual promises and conditions contained within this Agreement, the Parties agree as follows:

EMPLOYEE REPRESENTATION

The implementation of this Agreement does not constitute a hiring by either party. It is, therefore, the intention of the parties that the Employee shall be considered an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, Social Security Act, Federal Unemployment Tax Act, provisions of the Federal Internal Revenue Code, State Revenue and Taxation Code relating to income tax withholding, Workers' Compensation Insurance and other benefit payments and third-party liability claims.

Therefore, staying within the Scope of Work, the Employee shall retain sole and absolute discretion in the manner and means for the carrying out of his/her activities and responsibilities contained herein in this Agreement. This Agreement shall not be construed or considered to be a partnership or joint venture, and the Agency shall not be held liable for any obligations incurred by the Employee, unless otherwise specifically authorized as such in writing. The Employee shall not act as an agent or representative of the Agency, superficially or otherwise, nor bind the Agency in any manner unless specifically authorized to do so in writing.

RESPONSIBILITIES, DUTIES, AND SCOPE OF WORK

The Employee herein agrees to devote the necessary amount of time, energy, and attention required to satisfactorily complete, conclude and/or archive the following duties/responsibilities:

• The initial job title of the Employee will be ______________________.
• The Employee will be subject to a probationary period of three (3) months from the date of commencement. During the probationary period, the Agency will assess the Employee's job performance in accordance with the service description and may decide regarding their continued employment, as permitted by law.
• The Employee in question has been contracted to fulfill the responsibilities of a Lead Behavior Analyst (BCBA). The agreed-upon compensation for this role is $______ USD per hour. - The agreed-upon compensation will be payable every two weeks while this Agreement is in force. The Employer is entitled to deduct from Employee Compensation, or from any other compensation in whatever form, any applicable deductions and remittances as required by law.
• The Employee agrees to be employed on the terms and conditions set out in this Agreement. The Employee agrees to be subject to the general supervision of and act pursuant to the orders, advice, and direction of the Employer.
• The Employee understands and agrees that any additional remuneration paid to the Employee in the form of bonuses or other similar incentive remuneration will rest in the sole discretion of the Employer and that the Employee will not earn or accrue any right to incentive remuneration by reason of the Employee's employment.
• This agreement shall not be interpreted in a manner that hinders or impacts the provision of services by the Employee, as per their independent and professional discretion. The Employee is expected to provide services based on an "As Needed" and/or "Per Visits" Basis, within the limits of their professional licensing. This should be done in accordance with a treatment/service provision plan/authorized itinerary that has been ordered by the physician for each client.
• Once an assignment is notified, the Employee is required to provide the agency with a minimum of four (4) hours' notice if they are unable to fulfill the assignment.
• The Agency will initiate payment only upon receipt of all relevant documents, notes, and/or evidence pertaining to the visits/services. The Employee is not eligible for any additional remuneration or perks beyond the scope of the work completed.
• The Employee must furnish the Agency with documented proof of all licenses, certifications, physician examinations, and necessary State, Federal, and local documents before the Agency can assign any work. The Employee bears full responsibility for remitting all estimated taxes, upholding auto insurance, and obtaining any necessary professional liability insurance.
• The Agency reserves the right to impose sanctions on the Employee for the following reasons: a) Gross or repeated negligence, incompetence, misconduct, or malpractice in professional work; b) Professional record keeping and/or data collection that deviates significantly and unjustifiably from the customary standard of practice in the field, and/or deceptive alteration of client records or data; c) Unauthorized disclosure of confidential client information. Any instances of gross or repeated negligence complaints will be reported to the appropriate federal or state agency, as well as any relevant licensing or certification board. The Employee is expected to exhibit punctuality, maintain appropriate attire, practice good hygiene, demonstrate exceptional customer service skills, and prioritize teamwork.
• The Employee is required to maintain a written daily summary of their client visits and the home health services they have provided. It is mandatory for every client or an authorized member of their household to provide their signature on the Employee's written daily summary. This is done to confirm that the home health services were provided on the specified date. Additional quality assurance measures may be implemented by AHCA, CMS, or the Agency, which may encompass telephone verification or other verification methodologies. The Employee is required to submit the documentation of their work to the Agency for review by the appropriate department. Incomplete or inaccurate documentation will result in the return of the submission and a delay in payment processing.
• The organization comprehends that the allocation of clients is influenced by various factors, such as geographic location, skill level and qualifications, diagnosis, the complexity of client care, and other relevant criteria.
• The Employee acknowledges that the Agency does not provide any assurance or guarantee regarding the assignment of any client(s) to them.
• The Employee is required to maintain professional liability insurance coverage at their own expense throughout their practice.
• Although an Employee may have acquired malpractice insurance, they remain fully responsible for any events that are not covered by their policy and may impact on the agency and its staff.
• The agency shall offer the Employee an orientation session to familiarize them with the policies and procedures of the organization.
• The Employee shall be obligated to render services in accordance with the policies and procedures of the agency. The agency reserves the right to terminate this agreement at its discretion, without prior written notice. The date of termination will also be determined solely by the agency.
• As an Employee for the Company, the contracted service is the property of the Company.

It is expected that the above-detailed services, tasks, and responsibilities shall be completed by, barring any reasonably unforeseeable circumstances.

FURTHERMORE, the Employee shall perform all responsibilities and duties that may be associated with the Scope of Work set for above, including, but not limited to, work that may already be in progress or any related change orders. The Employee shall have full discretion within the Scope of Work but shall not engage in any activity which is not expressly set forth by this Agreement without first obtaining prior written authorization.

DOCUMENTS, RECORDS, AND CONFIDENTIALITY

All documents, records, or books which may be related to the Scope of Work, as set forth herein in this Agreement, shall be maintained by the Employee at the Employee's principal place of business and open to inspection by the Agency during regular working business hours. The documents, records, and confidential information to which the Agency shall be entitled to inspect and receive copies include but are not limited to, all contract documents, and work that has been authorized by the Agency on existing or any potential project that is related to this Agreement.

During the Employee's engagement with the Agency, the Employee will be privy to confidential information, works of authorship, and other proprietary subject matter that are integral to the Agency's business. The Employee acknowledges and agrees that access to such information is granted solely for the purpose of enabling the Employee to perform their duties for the Agency. These assets are considered valuable, special, and unique to the Agency's business. The Employee acknowledges that the agency has a vested interest in safeguarding its rights and ownership of the above-mentioned, along with all associated intellectual property rights, such as patents, copyrights, trademarks, and trade secrets.

In accordance with this Agreement, the phrase "Confidential Information" pertains to all data that is exclusive to the Agency, its subscribers, licensors, licensees, vendors, or partners, and is not commonly known. This information is related to the Agency's business and is stored or conveyed to the Employee in any format or method. The Agency has taken appropriate measures to safeguard this information from unauthorized use or disclosure.

The Employee hereby commits to maintaining the confidentiality of all medical records and other information related to the clients of the Agency, in accordance with all relevant federal, state, and local laws, as well as all rules, regulations, policies, and procedures of the Agency. This includes but is not limited to, the privacy and security regulations, policies, and procedures established under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA").

WORK SCHEDULE, EQUIPMENT, AND SUPPLIES

The Employee shall be responsible to the owner(s) and/or manager(s) of the Agency; however, the Employee shall not be required to follow or establish a regular or daily work schedule.

The Employee shall supply all necessary equipment, materials, and supplies needed to complete the agreed upon Scope of Work. The Employee shall not rely solely upon the equipment or offices of the Agency for the completion of the tasks and duties set forth pursuant to this Agreement. Any directions or advice provided to the Employee regarding the Scope of Work shall be considered a suggestion only and not an instruction.

CONFLICTS OF INTEREST AND NON-HIRE PROVISION

The Employee affirms that they have the liberty to enter into this Agreement and that this engagement does not infringe upon any agreement between the Employee and any third party. Additionally, the Employee agrees to the non-hire provision. Moreover, the Employee is prohibited from utilizing any invention, discovery, development, improvement, innovation, or trade secret in which they do not possess a proprietary interest while performing their duties.

The Employee is permitted to provide services to other entities while rendering services to the Agency. The Employee is prohibited from hiring, soliciting, or encouraging any Employee/Contractor, consultant, or contractor of the Agency to leave their employment for a period of one (1) year following termination. Additionally, the Employee is prohibited from hiring any Employee/Contractor, consultant, or contractor who has left the Agency's employment or contractual engagement within one year of such employment or engagement, either directly or indirectly.

NON-DISCLOSURE AND NON-COMPETE Representation and Warranties

The Employee represents and warrants that his/her relationship with the Agency will not cause or require that s/he breach any obligation to the agreement of or confidence related to any confidential, trade secret, and/or proprietary information of any other person, company, or entity. Furthermore, the Employee acknowledges that a condition of the relationship is she/he has not brought and will not bring or use in the performance of his or her duties at the premises of the Agency any proprietary or confidential information, whether in writing, of a former contracted company without that Agency's written permission or authorization. The breach of this condition shall result in automatic termination of the relationship as of the time of the occurring breach. Except as otherwise noted on the back of the signature page hereof, there are no inventions heretofore made or conceived by the Employee that the Employee deems to be excluded from the scope of this Agreement and Employee hereby releases the Agency from all claims by the Employee by reason of any use by Agency from any invention heretofore made or conceived by the Employee.

Non-Solicitation Clause

The Employee shall not, throughout the duration of this Agreement and for a period immediately following the termination of this Agreement, either directly or indirectly, call on, solicit, take away, or, attempt to do any of the such that which pertains to any of the customers or clients of the Agency on whom the Employee called, contacted or may have become acquainted with during the fulfillment of the terms of this Agreement, either for his/her own benefit or for the benefit of any other individual, firm, corporation or organization.

Non-Compete Clause

The Employee herein agrees not to participate in any activity or action that may be deemed of a competitive nature with any activity of the Agency during their relationship and for a period of 1 year after the termination of this Agreement. Therefore, for the purpose of this paragraph, competitive activity thus encompasses forming and/or making plans to form a business entity that may be seen as being competitive with any business of the Agency.

Non-Partnership or Ownership Clause

Neither the Employee nor any of his/her representatives, agents, or principals shall become or be considered an owner, partner, joint venture with, or agent of the Agency or any of its subsidiaries, affiliates, or related companies or businesses by reason of this Agreement or their relationship with the Agency unless otherwise declared or stipulated in a separate written agreement that has been signed and dated by all parties. Neither the Agency, Employee nor any representative, agent, principal, officer, or anyone who may be retained by the Employee shall have any authority to bind the other in any respect unless otherwise set forth in a separate written agreement which has been signed and dated by all parties.

USAGE OF AGENCY TRADEMARK OR LOGO

All allowable use by the Employee of Agency Trademarks and/or Logo shall insure to the Agency's benefit, under the Agency's control, and may be terminated by the Agency at will without notice and for any reason. The Employee agrees that s/he shall not challenge, directly or indirectly, the validity of the Agency's Trademark or Logo or the Agency's ownership of said Trademark and/or Logo. The Employee shall not make use of the Agency Trademark and/or Logo on any internet website and, furthermore, shall not register or use any domain names, meta tags, search engine keywords, hidden texts, or URLs that may include any of the Agency Trademark and/or Logo without first obtaining the Agency's prior written approval.

EXECUTION

During and throughout the course of employment by the Agency, and upon the request of and without any compensation other than that which is herein contained and provided, but at no expense to the Employee, the Employee shall execute any documents and take action which the Agency may deem necessary or appropriate to ensure the implementation of all the provisions of this Agreement, including without limitation, assisting the Agency in obtaining and/or maintaining any patents, copyrights or similar rights to any Proprietary Information assigned and allocated to the Agency.

The Employee further agrees that the obligations and undertakings herein stated within this section shall continue beyond the termination of employment for any reason by the Agency; however, should the Employee be called upon for any such assistance after the termination of employment, then the Employee shall be entitled to fair and reasonable payment in addition to reimbursement of any expenses which may have been incurred at the request of the Agency.

TERM AND TERMINATION OF AGREEMENT

This Agreement shall be terminated at the conclusion of the Scope of Work or on. It may be terminated prior to the completion or achievement of the Scope of Work for reasonable cause by either party. Such termination shall not prejudice any other remedy to which the terminating party may be afforded or entitled, either by law, in equity, or in accordance with the terms and conditions contained within this Agreement.

TERMINATION OF AGREEMENT FOR CAUSE

If at any time the Agency believes that the Employee may not be adequately performing their obligations under this Agreement or may be likely to fail to complete their work/services on time as required by this Agreement, then the Agency may request from the Employee written assurances of performance and a written plan to correct observed deficiencies in the Employee's performance. Any failure to provide such written assurances constitutes grounds to declare a default under this Agreement.

The Employee, at such time, shall be deemed to be in default of this Agreement and the Agency may, in addition to any other legal or equitable remedies available to the Agency, terminate the Employee's right to proceed under this Agreement, for cause, should the Employee commit a breach of this Agreement and not cure said breach within ten (10) business days of the date of notice from the Agency demanding such cure; or if such failure is curable but not within the ten (10) day period required, within such period of time as is reasonably necessary to accomplish such cure. In addition, for the Employee to avail itself of this period more than ten (10) business days from the date of the notice, the Employee must provide the Agency a written plan acceptable to and by the Agency to cure said breach, and then diligently commence and continue such cure in accordance with the written plan provided.

In the event a termination for cause is determined to have been made wrongfully or without cause, then the termination shall be treated as a Termination for Convenience, and the Employee shall have no greater rights than it would have had if a termination for convenience had been effected in the first instance. No other loss, cost, damage, expense, or liability may be claimed, requested, or recovered.

TERMINATION FOR CONVENIENCE

The Agency may terminate performance of the Employee's work and/or services under the Agreement pursuant to this paragraph in whole, or in part, whenever the Agency determines that termination is in their best interest. Termination shall be effected by delivery of a written notice to the Employee of termination specifying the extent to which performance of the work and/or services under this Agreement is terminated, and the date upon which termination shall become effective, which shall be no less than twenty-one (21) business days from the date the notice of termination is delivered. The Employee shall then be entitled to recover any costs expended up to that point plus a reasonable profit, but no other loss, damage, expense, or liability may be claimed, requested, or recovered.

Except as provided in this Agreement, in no event shall the Agency be liable for any costs incurred by or on behalf of the Employee after the effective date of the notice of termination. The termination pursuant to the provisions contained within this paragraph shall not be construed as a waiver of any right or remedy otherwise available to the Agency.

PROFESSIONAL CONDUCT

The Employee shall be required to treat all Agency employees, customers, clients, business associates and partners, and other affiliates with complete respect and responsibility. The Employee shall be required to comply with all laws governing their profession, licensing requirements, and other laws or regulations that will permit them to complete the Scope of Work.

LICENSING, GENERAL LIABILITY INSURANCE, AND WORKERS' COMPENSATION COVERAGE

The Employee herein agrees to promptly provide to the Agency proof of the necessary licensing status that may be required to perform the Scope of Work in accordance with the terms and conditions of this Agreement, General Liability Insurance, upon request of the Agency, and Workers' Compensation Coverage where required by law.

LEGAL FEES

Should any party initiate litigation, arbitration, mediation, or any other legal proceeding ("Proceeding") against another party to enforce, interpret or otherwise seek to obtain legal or judicial relief in connection with this Agreement, the prevailing party in a said proceeding shall be entitled to recover from the unsuccessful party any and all legal fees, cost, expenses, attorney's fees and any other cost or expense and fees arising from (a) such proceeding, whether or not such proceeding progresses to judgment, and (b) any post-judgment or post-award proceeding, including without limitation, one to enforce any judgment or award resulting from any such Proceeding. Any such judgment or award shall contain a specific provision for the recovery of all such attorney's fees, costs, and expenses, as well as specific provisions for the recovery of all such subsequently incurred costs, expenses, and actual attorney's fees.

MEDIATION AND ARBITRATION

If a controversy should arise between the parties to this Agreement which would involve the construction or application of any of the terms, provisions, or conditions of this Agreement, a written request of either party served on the other, shall be submitted first to mediation and if the issue cannot be resolved, it shall then proceed to binding arbitration. Mediation or binding arbitration proceedings shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless said Parties stipulate otherwise, or in such proportions as the arbitrator shall decide.

INJUNCTIVE RELIEF

The Employee herein acknowledges (1) the unique nature of the protections and provisions established and contained within this Agreement, (2) that the Agency shall suffer irreparable harm if the Employee should breach any of said protections or provisions, and (3) that monetary damages would be inadequate to compensate the Agency for said breach. Therefore, should the Employee cause a breach of any of the provisions contained within this Agreement, then the Agency shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

INDEMNIFICATION

The Employee shall defend, indemnify, hold harmless, and insure the Agency from all potential damages, expenses, or liabilities which may result from or arise out of any negligence or misconduct on the part of the Employee, or from any breach or default of this Agreement which may be caused or occasioned by the acts of the Employee.

ENTIRE AGREEMENT

This Agreement shall be considered a separate and independent document of which it shall supersede all other Agreements, either oral or written, between the parties hereto, except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth herein.

REPRESENTATION

All parties to this Agreement herein acknowledge that no representation, inducements, promises, or other agreements, orally or otherwise, have been made by any party hereto, or by anyone acting on behalf of any party hereto, which are not included herein, and that no other agreement, statement or promise not contained within this Agreement shall be valid or binding. Any alteration or modification of this Agreement shall be effective only when done so in writing, signed, and dated by all parties hereto.

SEVERABILITY

Should any term, condition, or provision of this Agreement be deemed or held to be invalid or unenforceable for any reason, those remaining terms, conditions, and provisions shall remain valid and enforceable. Should a court of law determine that any term, condition, or provision of this Agreement is invalid or unenforceable, but that by limiting such term, condition, or provision it would become valid and enforceable, then such term, condition, and/or provision shall be deemed to be written, construed, and enforced as so limited.

CONTINUING EFFECTS

The Employee's obligations about all trade secrets and confidential information shall continue to be in effect beyond the scope of the relationship as above mentioned and said obligations shall continue to be binding upon not only the Employee but the spouse, affiliates, assigns, heirs, executors, administrators and/or other legal representatives as well.

COUNTERPARTS

This Agreement, at the discretion of the parties herein, may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single integrated document.

SEVERABILITY

If any provision, clause, sentence, section, or another part of the Contract is held to be invalid, illegal, inapplicable, unconstitutional, contrary to public policy, void or unenforceable in law to any person or circumstance, the balance of the Agreement shall nevertheless remain in full force and effect so long as the Purpose of the Agreement is not affected in any manner adverse to either party.

MODIFICATIONS

All parties have the option to modify this Agreement, and as such may be modified in writing and executed by the party to this Agreement against whom such modification is sought.

WAIVER

If either party fails to enforce any provision contained within this Agreement, it shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

DRAFTING AMBIGUITIES

All parties to this Agreement have reviewed and had the opportunity to revise this Agreement and have had the opportunity to have legal counsel review and or revise this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.

JURISDICTION AND VENUE

This Agreement is to be construed pursuant to the current laws of the State of Florida.

COPIES

Both the Employee and the Agency hereby acknowledge that they have received a signed copy of this Agreement.

The Employee Contract form on the right captures the agreement date, Employee name, initial job title, and hourly compensation, and is signed by the Agency representative and the Employee. Signing attests that the undersigned have read, understand, and accept the Agreement and agree to all of its terms, conditions, and policies. The signed contract is filed in the employee’s HR file.