Independent Contractor Agreement

Agreement Date and Contractor

Recitals

The Agency provides behavior analysis services to clients. The Contractor has the skills and knowledge to provide services as an outsourced independent contractor in the field of behavior analysis. The Agency desires to engage the Contractor, and the Contractor desires to render such services on the terms and conditions set forth below.

Independent Contractor Status

The Contractor acknowledges they are an independent contractor and not an agent, partner, joint venturer, or employee of the Agency. The Contractor shall have no authority to bind or otherwise obligate the Agency and shall not represent that they have such authority. The Contractor shall indemnify and hold harmless the Agency from any loss or damage arising from violation of this provision.

Compliance

The Contractor shall comply with the requirements imposed by the Agency, clients, and governmental agencies, and shall comply with all applicable laws, regulations, and ordinances in connection with services. The Contractor shall comply with all HIPAA regulations, including its privacy requirements.

Requirements of Engagement

Prior to providing services, the Contractor shall (i) file a complete set of fingerprints for AHCA Level II background screening, (ii) receive clearance from the criminal background check, and (iii) provide all information and documents required by the Agency relating to identity, qualification, and general employability. Prior to engagement and at least annually thereafter, the Contractor shall provide documentation reasonably required by the Agency demonstrating compliance with all professional requirements, which may include ABA training, CPR, First Aid, OSHA, HIV/AIDS, HIPAA, Zero Tolerance, and Civil Rights training.

Work to Be Performed: RBT

As a Registered Behavior Technician (RBT), the Contractor is required to provide behavioral intervention services to children with special needs and support to their families, and to implement Applied Behavior Analysis based programs as directed by the supervising Behavior Analyst, in accordance with the behavioral treatment plan. RBT responsibilities include completing a BACB-approved RBT course and maintaining BACB registration, assisting the Behavior Analyst in implementing programming in a one-on-one setting, collecting data on all programming, writing progress notes, instructing clients and families in home programs, attending staff meetings and patient care conferences, maintaining a valid driver's license and reliable transportation, observing confidentiality, immediately reporting incidents or complaints to the Behavior Analyst or Supervisor, maintaining current CPR certification, and adhering to Agency standards. The RBT position reports to the Behavior Analyst assigned by the Agency.

Work to Be Performed: BCBA

As a Board-Certified Behavior Analyst (BCBA), the Contractor supervises behavioral intervention services to children with special needs and their families, designs ABA-based programs, and supervises implementation of the behavioral treatment plan by Registered Behavior Technicians. BCBA responsibilities include maintaining all required certifications and licensure, analyzing data to determine when and why problem behaviors occur, directly observing the client in relevant settings, defining target behaviors in objective and measurable terms, designing data collection systems, integrating setting events, antecedent strategies, teaching strategies, and consequence strategies to reduce problem behavior and increase replacement behaviors, training analysts and technicians, monitoring the client monthly, instructing families in home programs, attending staff meetings, observing confidentiality, immediately reporting patient incidents or complaints to the Agency, maintaining current CPR certification, and providing supervision for RBTs, BCaBAs, and individuals pursuing BACB certification. The Contractor shall furnish, at the Contractor's own expense, the equipment, supplies, and other materials used to perform the services.

Compensation

As full compensation for services provided, the Contractor shall be paid at the applicable hourly rate above out of the compensation paid by the applicable payer or funding source for the Contractor's services. Should the payer withhold or deny payment for any reason, the Agency shall have no obligation to compensate the Contractor. Compensation is not subject to customary withholding of income or employment taxes; the Contractor is solely responsible for reporting and paying such taxes and will be issued an IRS Form 1099 at the end of the taxable year. The Agency does not provide accident or health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation, or other fringe benefits. The Contractor agrees that the Agency is not liable for amounts not reimbursed by third-party payers, including private insurance and Florida Medicaid.

Term

The term of engagement shall commence on the effective date and shall remain in effect for a minimum of six 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-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. Following termination for any reason, the Contractor shall not solicit business from current clients of the Agency or clients retained in the one-year period immediately preceding termination.

Time Off

To ensure adequate coverage of client services, the Contractor agrees to notify the Agency verbally and in writing in a timely manner when taking longer than a week off.

Confidentiality

The Contractor acknowledges that all records, including medical and psychological reports, recordings, photographs, and client data (Confidential Information), are property of the Agency. The Contractor shall not, during or after the term of this Agreement, disclose any Confidential Information or use it for the benefit of the Contractor or any other person, except with prior written consent of the Agency and in accordance with HIPAA. The obligations under this section survive termination.

Representations and Warranties

The Contractor represents and warrants that they have full authority to enter into this agreement; that no other contractual obligation prevents performance; that they will remain in full compliance with applicable laws; that they hold and will maintain all licenses, certificates, insurance, and permits necessary to perform services; that licenses or certifications have never been suspended, revoked, restricted, or deemed probationary; that they have never been reprimanded, sanctioned, or disciplined by any licensing or accrediting board; and that no final judgment has been entered against them in a professional liability action and no such action has ever been settled by payment to the plaintiff.

Insurance

The Contractor shall procure and maintain personal automobile liability insurance for any vehicle (owned, hired, and non-owned) 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, with no business-use exclusion. The Contractor shall also maintain professional liability (errors and omissions) insurance, 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 insurance shall be provided to and approved by the Agency, and the Agency shall be named as an additional insured under both policies.

Release of Liability

The Contractor shall indemnify, defend, and hold harmless the Agency from all claims, liabilities, losses, damages, and expenses, including state or federal income tax actions and attorneys fees, arising out of the acts or omissions of the Contractor in rendering services under this Agreement, and shall further indemnify the Agency from any negligence of the Contractor.

Miscellaneous Provisions

The rights and obligations of the Contractor 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. The laws of the State of Florida shall govern this Agreement, without application of conflicts of laws principles, and venue for any disputes shall lie in the State of Florida. Each party knowingly and voluntarily waives the right to a trial by jury. The Contractor agrees to provide all necessary cooperation to the Agency and its legal counsel in connection with claims involving the Agency's clients or third parties, with reasonable expenses reimbursed by the Agency. Notices shall be in writing and delivered in person or by certified mail. This Agreement may only be amended in writing executed by both parties.

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. No supplement, modification, or amendment shall be binding unless executed in writing by all parties.