Part II · Appendix 12B

Independent Contractor Service Agreement

Service agreement for 1099 contractors.

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Two versions of the Independent Contractor Agreement are included below. The first version is used for Registered Behavior Technicians (RBT) and the second is used for Board-Certified Behavior Analysts (BCBA). The Independent Contractor Service Agreement form on the right captures the agreement date, Contractor name, and hourly rate, and is signed by the Agency representative and the Contractor.

RBT Independent Contractor Agreement

This AGREEMENT is made between [Company] (the “AGENCY”) and the named Contractor (the “CONTRACTOR”) on the effective date captured on the accompanying form.

WHEREAS the AGENCY engages in the business of providing behavior analysis services to clients (the business) and CONTRACTOR has skills and knowledge with respect to providing services as an outsourced independent contractor in the field of behavior analysis.

WHEREAS the AGENCY desires to obtain the benefit of the services of the CONTRACTOR, and the CONTRACTOR desires to render services on the terms and conditions set forth below,

IN CONSIDERATION of the promises and other good and valuable considerations, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

EMPLOYMENT - INDEPENDENT CONTRACTOR STATUS

The CONTRACTOR acknowledges that he/she is an independent contractor and is not an agent, partner, joint venture employee of AGENCY. CONTRACTOR shall have no authority to bind or otherwise obligate the AGENCY in any manner nor shall CONTRACTOR represent to anyone that he/she has a right to do so. CONTRACTOR further agrees that in the event that the AGENCY suffers any loss or damage as a result of a violation of this provision, CONTRACTOR shall indemnify and hold harmless the AGENCY from any such loss or damage.

COMPLIANCE

CONTRACTOR shall comply with the requirements imposed by AGENCY, clients, and governmental agencies, and shall comply with all applicable laws, regulations, ordinances, and other legal requirements in connection with CONTRACTOR's services hereunder. CONTRACTOR shall further comply with all HIPAA regulations including, but not limited to, its privacy requirements.

REQUIREMENTS OF ENGAGEMENT

CONTRACTOR shall, prior to providing services pursuant to this agreement (i) file a complete set of fingerprints (AHCA, Level II), (ii) receive clearance from the criminal background check and (iii) provide all relevant information and documents required by the AGENCY relating to proof of identity, job qualification, and general employability.

Prior to the term of this agreement, and not less than annually thereafter, CONTRACTOR shall provide the AGENCY with such documentation as the AGENCY shall reasonably require demonstrating compliance with all professional requirements applicable to CONTRACTOR.

Such documentation may include, but is not limited to, compliance with ABA training, CPR, First Aid, OSHA, HIV/AIDS, HIPAA, Zero Tolerance, and access to Civil Rights training.

WORK TO BE PERFORMED

As a REGISTERED BEHAVIORAL TECHNICIAN (RBT), CONTRACTOR is required to perform the following duties and undertake the following responsibilities in a professional manner.

RBT provides behavioral intervention services to children with special needs and support for their families. RBTs are responsible for implementing Applied Behavioral Analysis (ABA) based programs as directed by the Behavioral Analyst/Case Supervisor. This is performed in accordance with the behavioral treatment plan.

RBT agrees to perform work for the AGENCY on the terms and conditions set forth in this agreement and agrees to devote all necessary time and attention (reasonable periods of illness excepted) to the performance of the duties specified in this agreement. The CONTRACTOR's duties shall be as follows:

Complete a BACB approved RBT course and keep registration to the BACB current. Assist the Behavioral Analyst in implementing behavioral programming in a one-on-one setting. Collect data on all programming and write progress notes
Advise and consult with the family and other agency personnel.
Participate in and/or present in-service programs as assigned.
Understand and adhere to established policies and procedures.
Participate with all other health care personnel in patient care planning.
Along with Behavioral Analyst, instruct clients and family/significant others in home programs and protocols.
Attending all staff meetings and patient care conferences as scheduled.
Maintain a valid driver's license and reliable transportation.
Instructions to client/family in home program with documentation in medical record notes. Observe confidentiality and safeguard all patient related information.
Immediately report to Behavioral Analyst or Supervisor any patient incidents/variances or complaints.
Adhere to Agency standards and consistently interpret and accurately perform all assigned responsibilities.
Maintain acceptable attendance status, per Agency policy.
Report all incomplete work assignments to Behavioral Analyst or Supervisor.
Maintain appearance within Agency standards; clean and well-groomed.
Demonstrate effective time management skills through daily documentation and infrequent overtime for routine assignments.
Maintain a clean and neat work environment.
Demonstrate sound judgment, critical thinking and decision making.
Maintain current CPR certification.
Perform other duties as arise from time to time as may be assigned.

CONTRACTOR shall furnish, at CONTRACTOR's own expense, the equipment, supplies, and other materials used to perform the services without any claim for reimbursement from the AGENCY.

THE CONTRACTOR agrees that he/she will always faithfully, industriously, and to the best of his/her skill, ability, experience and talents, perform all the services outlined in this AGREEMENT. In carrying out these services, the CONTRACTOR shall comply with AGENCY policies, procedures, rules and regulations, both written and oral, as are announced by AGENCY from time to time. The CONTRACTOR acknowledges and agrees that the scope of his/her services and reporting arrangements may be changed by the AGENCY in its sole discretion without causing termination of this agreement.

The RBT position reports to the Behavior Analyst assigned by AGENCY.

COMPENSATION

As full compensation for all services provided CONTRACTOR shall be paid at the hourly rate captured on the accompanying form out of the compensation paid by the applicable payer or funding source for CONTRACTOR’s services. Should the payer withhold or deny payment for any reason, AGENCY shall have no obligation to compensate CONTRACTOR.

Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. CONTRACTOR shall be solely responsible for reporting and paying any such taxes and will be issued an Internal Revenue Service (IRS) form 1099 at the end of the taxable year, AGENCY shall not provide CONTRACTOR with any coverage or participation in accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits.

The contractor understands and agrees that the Company is not responsible or liable for payments that are not made by third-party payers, including but not limited to private insurance companies, Medicaid, or any other reimbursement sources. If such payer denies, delays, or otherwise fails to pay for services rendered to patients, Contractor agrees to hold the Company harmless and acknowledges that no additional compensation shall be due from the Company for such unpaid services.

TERM

The term of the CONTRACTOR's engagement hereunder shall commence on the effective date and shall remain in effect for a minimum of six (6) months, after which the agreement shall continue until terminated in accordance with the provisions below.

TERMINATION

THE CONTRACTOR may terminate this agreement at any time after the initial six (6) month term by giving not less than two weeks' written notice to the AGENCY. The AGENCY may terminate this agreement without notice at any time.

THE CONTRACTOR agrees that following termination with the AGENCY for any reason, the CONTRACTOR shall not solicit business from AGENCY’s current clients or clients who had been retained in the one-year period immediately preceding the termination.

TIME OFF

In order to ensure adequate coverage of clients' services, CONTRACTOR agrees to notify AGENCY verbally and in writing in a timely manner when taking longer than a week off.

CONFIDENTIALITY

CONTRACTOR acknowledges and agrees that all records, including but not limited to, medical and psychological reports, videotapes, DVDs, photographs, voice recordings, data and information related to clients ("Confidential Information") are property of the AGENCY. CONTRACTOR shall not, during the term of this Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of CONTRACTOR or any other person, except with the prior written consent of the AGENCY and in accordance with HIPAA requirements.

CONTRACTOR agrees that the termination of this Agreement shall not release CONTRACTOR from any obligations under this section.

REPRESENTATIONS AND WARRANTIES OF CONTRACTOR:

CONTRACTOR represents and warrants to the AGENCY that:

CONTRACTOR has full power and authority to enter into this agreement and to perform CONTRACTOR's obligations as contemplated hereby.
There is no employment contract or other contractual obligation to which the CONTRACTOR is subject, which prevents CONTRACTOR from entering into this agreement or from performing fully CONTRACTOR's obligations under this agreement.
CONTRACTOR will remain in full compliance with all applicable laws and regulations with respect to CONTRACTOR's obligations under this agreement.
CONTRACTOR holds and shall maintain in effect at all times during CONTRACTOR's performance of services under this agreement, all licenses, certificates of competency, insurance, and permits necessary or required to perform all services contemplated under this agreement.
CONTRACTOR's licenses or certifications in any state have never been suspended, revoked, restricted, or deemed probationary.
CONTRACTORS have never been reprimanded, sanctioned, or disciplined by any licensing or accrediting board.
There has not been entered against CONTRACTOR a final judgment in a professional liability action, and no action based on an allegation of professional liability or malpractice by the CONTRACTOR has ever been settled by payment to the plaintiff.

INSURANCE

The CONTRACTOR shall procure and maintain insurance, through the term of this agreement, as follows:

Personal automobile liability insurance for any auto (all owned, hired, and non-owned autos) with limits of not less than $100,000 per person and $300,000 per accident for bodily injury liability, and $100,000 per accident for property damage liability. The policy shall not exclude business use.
Professional liability (Errors and Omissions Liability) including coverage for corporal punishment and sexual misconduct, with limits not less than $1,000,000 per occurrence and $3,000,000 in the aggregate.

Certificates of all insurance shall be provided to and approved by the AGENCY. The AGENCY shall be listed as an additional insurer under both insurance policies. The AGENCY shall bear no liability for THE CONTRACTOR'S failure to procure any type of insurance, nor shall the AGENCY be responsible for verifying coverage.

RELEASE OF LIABILITY

CONTRACTOR shall indemnify, defend, and hold harmless the AGENCY from and against any and all claims or demands, and every liability, loss, damages or expense, causes of action, lawsuits, complaints, losses, costs, or any other legal proceedings or relief, including, but not limited to, state or federal income tax actions, complaints, claims, assessments, liens, costs, or damages, attorneys' fees and costs, arising out of the acts or omissions of CONTRACTOR in the course of CONTRACTOR's rendering of service(s) under this Agreement, and shall further indemnify and hold harmless AGENCY from any negligence of CONTRACTOR and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against AGENCY by reason of any such claim, upon notice from the AGENCY, the CONTRACTOR shall defend the same at the CONTRACTOR's expense.

WAIVER

No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

SEVERABILITY

The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid, then said article or part shall be struck down and all remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

Assignability. The rights and obligations of the CONTRACTOR herein may not be assigned without the prior written consent of the AGENCY. The AGENCY may freely assign this agreement to the extent allowed by law without any consent from the CONTRACTOR being required.

Governing Law; Venue. The laws of the state of Florida shall govern this Agreement, without application of conflicts of laws principles. The venue for any and all disputes regarding this agreement shall lie exclusively in Broward County, Florida.

Waiver of Jury Trial. Each party to this agreement, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding, whether sounding in contract, TORT, or otherwise, arising out of or relation to this agreement.

Cooperation in Legal Matters. CONTRACTOR agrees to provide all necessary cooperation to the AGENCY and the AGENCY's legal counsel in connection with any claims asserted by or defended against by the AGENCY, with respect to the AGENCY's clients or any other third parties, provided that the AGENCY pays for reasonable expenses incurred by CONTRACTOR in providing such cooperation. CONTRACTOR further hereby authorizes release of any police, medical or accident report involving CONTRACTOR to AGENCY and/or AGENCY representatives and authorizes further disclosure of the same by the AGENCY and/or AGENCY representatives.

Prior Agreements; Further Assurances. This agreement, including any schedules and attachments attached hereto, all of which are incorporated herein and shall be deemed to form part of this agreement, constitutes the entire agreement between the parties and supersedes and terminates any prior agreements between AGENCY and CONTRACTOR relating to the subject matter herein addressed. CONTRACTOR agrees to execute and deliver any additional documents, agreements and instruments and take any further action as may be requested by the AGENCY in order to enforce the terms of this agreement.

Notices. All notices or other communications hereunder shall be in writing and shall be deemed duly given if delivered in person or sent by certified mail, return receipt requested, and addressed (i) if to the AGENCY, to the address of the Registered Agent as filed with the Florida Secretary of State, or (ii) if to CONTRACTOR, to any such address as shall be furnished in writing by CONTRACTOR.

Amendment. This agreement may not be amended, modified, or suspended, unless expressly agreed to in writing by both parties.

Counterparts. This agreement may be executed with its counterparts, all of which together shall constitute the same agreement.

Headings. The headings, titles, or captions of sections contained in this agreement are provided for reference only and shall not be considered a part of this agreement. Such headings, titles, or captions are not intended to define, limit, extend, explain, or describe the scope of this agreement or any of its terms, provisions, representations, warranties, covenants or the like, in any way whatsoever.

Drafting. This agreement is deemed to have been drafted jointly by the parties, and any uncertainty or ambiguity shall not be construed for or against any party as a result of the attribution of drafting to any party.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior or contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties.

The Contractor and the Agency representative sign the Independent Contractor Service Agreement form on the right to execute this RBT version of the agreement.

BCBA Independent Contractor Agreement

This AGREEMENT is made between [Company] (the “AGENCY”) and the named Contractor (the “CONTRACTOR”) on the effective date captured on the accompanying form.

WHEREAS the AGENCY desires to obtain the benefit of the services of the CONTRACTOR, and the CONTRACTOR desires to render such services on the terms and conditions set forth below.

IN CONSIDERATION of the promises and other good and valuable considerations, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

EMPLOYMENT- INDEPENDENT CONTRACTOR STATUS

The CONTRACTOR acknowledges that he/she is an independent contractor and is not an agent, partner, joint venture employee nor employee of AGENCY. CONTRACTOR shall have no authority to bind or otherwise obligate AGENCY in any manner nor shall CONTRACTOR represent to anyone that he/she has a right to do so. CONTRACTOR further agrees that in the event that AGENCY suffers any loss or damage as a result of a violation of this provision, CONTRACTOR shall indemnify and hold harmless the AGENCY from any such loss or damage.

COMPLIANCE

CONTRACTOR shall comply with the requirements imposed by AGENCY, clients, and governmental agencies, and shall comply with all applicable laws, regulations, ordinances, and other legal requirements in connection with CONTRACTOR's services hereunder, CONTRACTOR shall further comply with all HIPAA regulations including, but not limited to, its privacy requirements.

REQUIREMENTS OF ENGAGEMENT

Such documentation may include, but is not limited to, compliance with ABA training, CPR, First Aid, OSHA, HIV/AIDS, HIPAA, Zero Tolerance, and access to Civil Rights training.

WORK TO BE PERFORMED

As a BOARD-CERTIFIED BEHAVIOR ANALYST® (BCBA), CONTRACTOR is required to perform the following duties and undertake the following responsibilities in a professional manner.

A BCBA supervises behavioral intervention services to children with special needs and support to their families. BCBAs are responsible for designing Applied Behavioral Analysis (ABA) based programs and supervising the implementation of the behavioral treatment plan by the Registered Behavior Technician (RBT).

The BCBA agrees to provide professional services for the AGENCY on the terms and conditions set forth in this Agreement and agrees to devote all necessary time and attention (reasonable periods of illness excepted) to the performance of the services specified in this agreement.

CONTRACTOR's services shall comply with the following requirements and obligations; however, the AGENCY shall not control the manner or means by which the CONTRACTOR performs the services.

Possess and maintain all necessary certifications, licenses, and endorsements necessary to provide services under this contract and maintain certification with the Behavior Analyst Certification Board.
Analyze available data to help determine where, when, and why problem behaviors occur.
Directly observe the client in all relevant settings.
Analyze the data to determine the function of the problem behavior.
Define all target behaviors in objective and measurable terms and design an appropriate data collection system to measure the target behaviors.
Integrate appropriate setting events, antecedent, teaching, and consequences strategies to reduce problem behavior and increase alternative replacement behaviors.
Ensure the behavioral treatment plan addresses the function of the problem behavior.
Train analysts and technicians how to implement the plan and collect data.
Monitor the client monthly.
Advise and consult with the family and other agency personnel.
Participate with all other health care personnel in patient care planning.
Instruct clients and family/significant others in home programs and protocols.
Observe confidentiality and safeguard all patient related information.
Immediately report to the Agency any patient incidents/variances or complaints.
Participate in and/or present in-service programs as assigned.
Understand and adhere to established policies and procedures.
Attend all staff meetings and patient care conferences as scheduled.
Maintain a valid driver's license and reliable transportation.
Adhere to Agency standards and consistently interpret and accurately perform all assigned responsibilities.
Maintain acceptable attendance status, according to the Agency policy.
Maintain appearance within Agency standards; clean and well-groomed.
Demonstrate effective time management skills through daily documentation and infrequent overtime for routine assignments.
Maintain a clean and neat work environment.
Demonstrate sound judgment, critical thinking and decision making.
Maintain current CPR certification.
Provide supervisory services for the ongoing practice of RBTs and BCaBAs and/or individuals pursuing BACB certification.

CONTRACTOR shall furnish, at CONTRACTOR's own expense, the equipment, supplies, and other materials used to perform the services without any claim for reimbursement from the AGENCY.

The CONTRACTOR agrees that he/she will always faithfully, industriously, and to the best of his/her skill, ability, experience and talents, perform all the services outlined in this AGREEMENT. In carrying out these services, CONTRACTOR shall comply with AGENCY policies, procedures, rules and regulations, both written and oral, as are announced by AGENCY from time to time. The CONTRACTOR acknowledges and agrees that the scope of his/her services and reporting arrangements may be changed by AGENCY in its sole discretion without causing termination of this agreement.

COMPENSATION

As full compensation for the services provided, CONTRACTOR shall be paid at the hourly rate captured on the accompanying form out of the compensation paid by the applicable payer or funding source for the CONTRACTOR’s services.

The CONTRACTOR shall be solely responsible for reporting taxes to Internal Revenue Service (IRS) form 1099 at the end of the taxable year. AGENCY shall not provide CONTRACTOR with any coverage or participation in accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits.

TERM

TERMINATION

The CONTRACTOR may terminate this agreement at any time after the initial six (6) month term by giving not less than two weeks' written notice to AGENCY. AGENCY may terminate this agreement without notice at any time.

CONTRACTOR agrees that following termination with AGENCY for any reason, the CONTRACTOR shall not solicit business from AGENCY's current clients or clients who had been retained in the one-year period immediately preceding the termination.

TIME OFF

To ensure adequate coverage of clients' services, the CONTRACTOR agrees to notify AGENCY verbally and in writing in a timely manner when taking longer than a week off.

CONFIDENTIALITY

CONTRACTOR agrees that the termination of this Agreement shall not release CONTRACTOR from any obligations under this section.

REPRESENTATIONS AND WARRANTIES OF CONTRACTOR:

CONTRACTOR represents and warrants to the AGENCY that:

CONTRACTOR has full power and authority to enter into this agreement and to perform CONTRACTOR's obligations as contemplated hereby.
There is no employment contract or other contractual obligation to which CONTRACTOR is subject, which prevents CONTRACTOR from entering into this agreement or from performing fully CONTRACTOR's obligations under this agreement.
CONTRACTOR will remain in full compliance with all applicable laws and regulations with respect to CONTRACTOR's obligations under this agreement.
CONTRACTOR holds and shall always maintain in effect during CONTRACTOR's performance of services under this agreement, all licenses, certificates of competency, insurance, and permits necessary or required to perform all services contemplated under this agreement.
CONTRACTOR's licenses or certifications in any state have never been suspended, revoked, restricted, or deemed probationary.
CONTRACTOR has never been reprimanded, sanctioned, or disciplined by any licensing or accrediting board.
There has not been entered into a final judgment in a professional liability action, and no action based on an allegation of professional liability or malpractice by the CONTRACTOR has ever been settled by payment to the plaintiff.

INSURANCE

The CONTRACTOR shall procure and maintain insurance, through the term of this agreement, as follows:

Personal automobile liability insurance for any auto (all owned, hired, and non-owned autos) with limits not less than $100,000 per person and $300,000 per accident for bodily injury liability, and $100,000 per accident for property damage liability. The policy shall not exclude business use.
Professional liability (Errors and Omissions Liability) including coverage for corporal punishment and sexual misconduct, with limits not less than $1,000,000 per occurrence and $3,000,000 in the aggregate.

Certificates of all insurance shall be provided to and approved by the AGENCY. The AGENCY shall be listed as an additional insured under both insurance policies. The AGENCY shall bear no liability for CONTRACTOR'S failure to procure any type of insurance, nor shall the AGENCY be responsible for verifying coverage.

RELEASE OF LIABILITY

WAIVER

SEVERABILITY

The parties hereto agree that in the event any article or part thereof this agreement is held to be unenforceable or invalid, then said article or part shall be struck and all remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

Governing Law; Venue. The laws of the state of Florida shall govern this Agreement, without application of conflicts of laws principles. Venue for any and all disputes regarding this agreement shall lie exclusively in Broward County, Florida.

Amendment. This agreement may not be amended, modified, or suspended, unless expressly agreed to in writing by both parties.

Counterparts. This agreement may be carried out with its counterparts, all of which together shall constitute the same agreement.

Headings. The headings, titles, or captions of sections contained in this agreement are provided for reference only and shall not be considered a part of this agreement. Such headings, titles or captions are not intended to define, limit, extend, explain, or describe the scope of this agreement or any of its terms, provisions, representations, warranties, covenants or the like, in any way whatsoever.

Drafting. This agreement is deemed to have been drafted jointly by the parties, and any uncertainty or ambiguity shall not be construed for or against any party because of the attribution of drafting to any party.

ENTIRE AGREEMENT

The Contractor and the Agency representative sign the Independent Contractor Service Agreement form on the right to execute this BCBA version of the agreement. The signed agreement is filed in the contractor’s HR file.