This agreement between Medgineering Inc., hereinafter referred to as “Company” located in Minnesota and the individual e-signing the document below, hereinafter referred to as “Independent Contractor,” collectively referred to as the “Parties.”
Independent Contractor is engaged in providing consulting services for Company. Independent Contractor represents that he or she has complied with all Federal, State, and local laws regarding business permits, sales 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 Independent Contractor pursuant to this Agreement. Independent Contractor holds himself or herself out to the public to be a separate business entity.
Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth herein. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:
This Agreement does not constitute a hiring by either party. It is the parties intention that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Workers' Compensation Insurance Code 401(k) and other benefit payments and third party liability claims. Within the Scope of Work, Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture. The Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in advance, in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so, in advance, in writing.
Commencing as of the Effective Date, and continuing for a period of one (1) year (the “Term”), unless earlier terminated pursuant to Article 8 hereof, the Independent Contractor agrees that he/she will serve as a consultant to the Company. This Agreement will automatically renew on a yearly basis without any notification unless affirmatively altered, modified or terminated by either party. Alterations, modifications or termination of this Agreement must be in writing and signed by both parties.
Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following:
Providing consulting services for Company on an as needed basis. Independent Contractor will provide consulting service through Company for clients; consulting services include but are not limited to: Quality; Regulations; Product Development, Clinical Expertise restricted to medical device usage; and Medical Device Management.
Independent Contractor agrees that during the Term, he/she will contribute the necessary time, as deemed by the company, to perform the scope of work. The Company will periodically provide the Consultant with a schedule of the requested hours, responsibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as-needed basis.
The above shall be referred to in this Agreement as the “Scope of Work.” The scope of work will last for an undetermined period of time.
Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work already being performed or related change orders. Independent Contractor has full discretion within the “Scope of Work” but shall not engage in activities which are not expressly set forth by this Agreement without written permission in advance.
Independent Contractor represents and warrants to the Company that he/she is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of his/her Duties. Independent Contractor represents and warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which he/she performs Services concurrently with those performed herein.
Independent Contractor shall be responsible to the ownership and management of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule outside of what is agreed to in Article 3, Task, Duties and Scope of Work.
Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: Independent Contractor will be paid according to the statement of work which will be provided separately. Such compensation shall become due and payable to Independent Contractor upon Company’s receiving full payment by client and Independent Contractors full completion of work. Independent Contractor shall be paid on a monthly basis. The exact date of the month shall be determined by the Company at a later time.
Payment processing services for Consultants on QuickConsult are provided by Stripe and are subject to the Stripe Connected Account Agreement , which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a Consultant on QuickConsult, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of QuickConsult enabling payment processing services through Stripe, you agree to provide QuickConsult accurate and complete information about you and your business, and you authorize QuickConsult to share it and transaction information related to your use of the payment processing services provided by Stripe.
Independent Contractor recognizes and understands that it will receive an IRS 1099 statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. At the Company’s request, Independent Contractor shall provide proof of required tax payments.
Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, such as 401(k) plans. Independent Contractor agrees that if any government agency or court of law claims that Independent Contractor is an employee, he or she agrees that he or she is not covered under these plans. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor’s agreement with Company. This waiver is effective independently of Independent Contractor’s employment status as adjudged for taxation purposes or for any other purpose.
This Agreement may be terminated at will by either party. Should the consultant wish to terminate the Agreement, one weeks written notice will be supplied to the Company. Termination by the Company shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.
If the Independent Contractor voluntarily ceases performing his/her Duties, becomes physically or mentally unable to perform his/her Duties, or is terminated for cause, then, in each instance, the Consulting Fee shall cease and terminate as of such date. Additionally, the Independent Contractor will be responsible for repayment of 25% of all earned on any current or unfinished project, not to exceed $2,000, unless otherwise agreed to in writing by the Parties. Any termination “for cause” shall be made in good faith by the Company’s management.
Upon termination under this section, neither party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this termination as noted in Section 9 and 10 hereof. Upon termination and, in any case, upon the Company’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof.
Independent Contractor represents and warrants that their relationship with Company will not cause or require he/she/it to breach any obligation to, agreement, or confidence related to confidential, trade secret and proprietary information of any other person, company or entity. Further, Independent Contractor acknowledges that a condition of this relationship is that he/she/it has not brought and will not bring or use in the performance of his/her/its duties at Company any proprietary or confidential information, whether or not in writing, of a former employer or contracting company without that employer or company’s written authorization. Breach of this condition results in automatic termination of the relationship as of the time of breach. Except as may be noted on the back of the signature page hereof, there are no inventions of Independent Contractor heretofore made or conceived by Independent Contractor that Independent Contractor deems to be excluded from the scope of this Agreement, and Independent Contractor hereby releases Company from any and all claims by the Independent Contractor by reason of any use by Company of any invention heretofore made or conceived by Independent Contractor.
For the purpose of this Agreement, “Proprietary Information” shall include, but not be limited to, any information, observation, data, written material, record, document, drawing, photograph, layout, computer program, software, multimedia, firmware, invention, discovery, improvement, development, tool, machine, apparatus, appliance, design, work of authorship, logo, system, promotional idea, customer list, customer need, practice, pricing information, process, test, concept, formula, method, market information, technique, trade secret, product and/or research related to the actual or anticipated research development, products, organization, marketing, advertising, business or finances of Company, its affiliates or related entities, and business model for online consulting, remote consulting, on-site consulting, transient consulting and flexible consulting. All right, title, and interest of every kind and nature whatsoever in and to the Proprietary Information made, written, discussed, developed, secured, obtained or learned by Independent Contractor during the term of the relationship with the Company or the six months immediately following termination of that relationship, shall be available to Company for any purpose or use whatsoever, and shall be disclosed promptly by Independent Contractor to Company.
The covenants set forth in the preceding sentence shall apply regardless of whether any Propriety Information is made, written, discussed, developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or otherwise, (c) at the request and upon the suggestion of Company or otherwise, (d) with Company’s materials, tools, instruments, or (e) on Company's premises or otherwise. Independent Contractor shall comply with any reasonable rules established from time to time by Company for the protection of the confidentiality of any Proprietary Information. Independent Contractor irrevocably appoints the President and all Vice Presidents of the Company to act as Independent Contractor’s agent and attorney-in-fact to perform all acts necessary to obtain and/or maintain patents, copyrights and similar rights to any Proprietary Information assigned by Independent Contractor to Company under this Agreement if (a) Independent Contractor refuses to perform those acts, or (b) is unavailable, within the meaning of any applicable laws. Independent Contractor acknowledges that the grant of the foregoing power of attorney is coupled with an interest and shall survive the death or disability of Independent Contractor.
Independent Contractor shall promptly and fully disclose to Company, in confidence (a) all Proprietary Information that Independent Contractor creates, conceives or reduces to practice in writing either alone or with others during the term of this Agreement, and (b) all patent applications and copyright registrations filed by Independent Contractor within one year after termination of this Agreement, including but not limited to materials and methodologies involved. Any application for a patent, copyright registration or similar right filed by Independent Contractor within one year after termination of this Agreement shall be presumed to relate to Proprietary Information created by Independent Contractor during the term of this Agreement, unless Independent Contractor can prove otherwise with reasonable certainty. Nothing contained in this Agreement shall be construed to preclude Company from exercising all of its rights and privileges as sole and exclusive owner of all of the Proprietary Information owned by or assigned to Company under this Agreement. Company, in exercising such rights and privileges with respect to any particular item of Proprietary Information, may decide the course of action to be taken concerning such Proprietary Information without any obligation to outside parties including Independent Contractor. Independent Contractor shall have no authority to exercise any rights or privileges with respect to the Proprietary Information owned by or assigned to Company under this Agreement.
Independent Contractor shall not, during the Agreement and for a period of one (1) year immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of the Company, either for their own benefit, or for the benefit of any other person, firm, corporation or organization. Exceptions may be made with written consent from the Company prior to any contact, direct or indirect, with any customers or clients of the Company.
Independent Contractor shall not, during this Agreement and for a period of two (2) years immediately following termination of this agreement, either directly or indirectly, recruit any of Company’s employees for the purpose of any outside business.
Independent Contractor will not seek work or employment from any company Independent Contractor is introduced to through via the Company for a period of two (2) years from first being acquainted with the customer by the Company. Independent Contractor agrees not to form or make plans to form a business entity that may be deemed to be competitive with the QuickConsult business model unless agreed to in writing by the Company. Prior to signing and entering into this Agreement, Independent Contractor will inform the Company of any business entities Independent Contract may have an affiliation with. Any disclosed, preexisting business affiliations or business entities Independent Contractor may have at the time this Agreement is signed are exempt from this clause.
Neither Independent Contractor nor any of their agents or principals shall become, or be deemed, an owner, partner, joint venture or agent of Company, or any of its affiliates or related companies or businesses, by reason of this Agreement or his/her relationship with Company unless set forth in a separate written agreement signed and dated by the parties. Neither Company nor Independent Contractor nor any agent, Independent Contractor, officer or independent contractor of or retained by Independent Contractor shall have any authority to bind the other in any respect unless set forth in a separate written agreement signed and dated by the parties.
Independent Contractor hereby acknowledges that Company has made, or may make, available to Independent Contractor certain customer lists, client information, pricing data, supply sources, techniques, computerized data, maps, methods, product design information, market information, technical information, benchmarks, performance standards and other confidential and/or Proprietary Information of, or licensed to, the Company or its clients/customers (“Customers”), including without limitation, trade secrets, inventions, patents, business model and copyrighted materials (collectively, the “Confidential Material”). Independent Contractor acknowledges that this information has independent economic value, actual or potential, that is not generally known to the public or to others who could obtain economic value from their disclosure or use, and that this information is subject to a reasonable effort by the Company to maintain its secrecy and confidentiality. Except as essential to Independent Contractor’s obligation under this Agreement, Independent Contractor shall not make any disclosure of this Agreement, the terms of this Agreement, or any of the Confidential Material. Except as essential to Independent Contractor's obligations pursuant to their relationship with the Company, Independent Contractor shall not make any duplication or other copy of the Confidential Material. Independent Contractor shall not re-move Confidential Material or proprietary property or documents without written authorization. Immediately upon request from Company, Independent Contractor shall return to Company all Confidential Material or proprietary property or documents. Independent Contractor shall notify each person to whom any disclosure is made that such disclosure is made in confidence, that the Confidential Material shall be kept in confidence by such persons, and that such persons shall be bound by the provisions of this Agreement. Independent Contractor further promises and agrees not to solicit Customers or potential Customers of the Company after the termination of this Agreement while making use of Company’s Confidential Material.
Consultant acknowledges that a breach by him/her of the provisions of this agreement will cause Company irreparable damage for which Company cannot be reasonably or adequately compensated in damages. Company shall therefore be entitled to seek, in addition to all other remedies available to it including, but not limited to attorneys’ fees and costs, to injunctive/or other equitable relief to prevent a breach of these provisions, or any part of this agreement, and to secure its enforcement.
Independent Contractor shall not advertise or promote Company’s services and products without Company’s prior written approval (including, among other things, conducting mass marketing or direct mail programs or using the Internet). Independent Contractor shall use only promotional and informational material, including but not limited to Policy applications, marketing materials, training materials and other Company forms, which have been furnished to Independent Contractor by Company or which have been approved in writing from an authorized official of the Company (collectively the “Materials”). Independent Contractor shall use the Company Marks and Materials in compliance with Company’s Advertising Guidelines and Corporate Identity Guidelines then in effect. Materials provided to Independent Contractor by Company shall not be reproduced, altered, or modified in any manner without Company’s prior written approval. Materials created by Independent Contractor and approved by Company shall not be altered or modified in any manner without Company’s prior written consent. Independent Contractor hereby assigns and agrees to assign to Company the worldwide copyright in any Materials created by Independent Contractor during the course of this Agreement, and Independent Contractor agrees to execute promptly such other documents, if any, as Company requests to confirm the assignment of the copyright or to register the copyright in the Materials anywhere in the world. Company reserves the right to request from Independent Contractor, at any time, samples of any Material Independent Contractor is using to verify compliance with this paragraph, and Independent Contractor agrees to provide such samples to Company, within fourteen (14) days of Company’s request.
All permitted use by Independent Contractor of any Company Marks shall be used for Company’s benefit, be subject to Company’s control, and may be terminated by Company upon notice at its will and for any reason. Independent Contractor agrees that he or she will not challenge, directly or indirectly, the validity of the Company Marks or Company’s ownership thereof. Independent Contractor shall not use the Company Marks on any Internet website and shall not register or use any domain names, meta tags, search engine keywords, hidden texts, or URLs that include any of the Company Marks without Company’s prior written approval.
On termination of this Agreement, or whenever requested by the parties, each party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers.
Independent Contractor is required to treat all company employees, customers, clients, business partners and other affiliates with respect and responsibility. Independent Contractor is required to comply with all laws governing their profession, licensing requirements and other laws or regulations that will allow them to complete the Scope of Work.
Independent Contractor acknowledges that all works of authorship performed for Company are subject to Company’s direction and control and that such works constitute a work for hire pursuant to Title 17, United States Code, Sections 101 and 201(b). All propriety property developed, created, invented, devised, conceived or discovered by Independent Contractor that is subject to copyright or other protections are explicitly considered by Independent Contractor and Company to be “works made for hire” and the property of Company. Company shall be considered the author of Program under the U.S. Copyright laws. These works for hire shall be the exclusive property of Company. Consistent with Independent Contractor’s recognition of Company’s complete ownership rights in the materials, Independent Contractor agrees not to use said proprietary information or any part of it for the benefit of any party other than Company.
During employment by Company, upon request and without compensation other than as herein provided but at no expense to Independent Contractor, Independent Contractor shall execute any documents and take any action Company may deem necessary or appropriate to effectuate the provisions of this Agreement, including without limitation assisting Company in obtaining and/or maintaining patents, copyrights or similar rights to any Proprietary Information assigned to Company.
Independent Contractor further agrees that the obligations and undertakings stated in this paragraph will continue beyond termination of employment for any reason by the Company, but if Independent Contractor is called upon for such assistance after termination of employment, Independent Contractor is entitled to fair and reasonable fee in addition to reimbursement of any expenses incurred at the request of the Company.
Company agrees to pay all expenses in connection with the preparation and prosecution of patent applications in the United States of America and all foreign countries wherein Company may desire to obtain patents.
Company agrees to pay Independent Contractor a reasonable cash award upon execution by Independent Contractor of application for United States Letters Patent for such invention or improvement and issuance of a patent on said application, together with an assignment thereof to Company.
Excepted from this Agreement are inventions or improvements relating to Company business made by Independent Contractor before commencement of this employment by Company which are:
i. embodied in the United States Letters Patent or an application for United States Letters Patent filed prior to commencement of this employment; or
ii. in the possession of a former Company who owns the invention; or
iii. set forth in an attachment hereto.
All persons hired by Independent Contractor to assist in performing the tasks and duties necessary to complete the Scope of Work shall be the employees of Independent Contractor unless specifically indicated otherwise in an agreement signed by all parties. Independent Contractor shall immediately provide proof of Workers’ Compensation insurance and General Liability insurance covering said employees, upon request of the Company.
Any notice to be given hereunder by any party to the other may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. Independent Contractor agrees to keep Company current as to their business and mailing addresses, as well as telephone, facsimile, e-mail and pager numbers.
In the event any litigation, arbitration, mediation or other proceeding (“Proceeding”) is initiated by any party against any other party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, the prevailing Party shall be entitled to recover all costs, expenses and actual attorney's fees relating to or arising out of (a) such proceeding, whether or not such proceeding proceeds 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 attorneys’ fees, costs, and expenses. Any such judgment or award shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses and actual attorney’s fees.
Independent Contractor hereby acknowledges (1) the unique nature of the protections and provisions set forth in this Agreement, (2) that Company will suffer irreparable harm if Independent Contractor breaches any of said protections or provisions, and (3) that monetary damages will be inadequate to compensate Company for such breach. Therefore, if Independent Contractor breaches any of such provisions, then Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
Independent Contractor is responsible to hold Insurance only if he/she chooses. Company will not be held liable for information communicated to a customer by Independent Contractor.
This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, 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.
Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
Independent Contractor’s obligations regarding trade secrets and confidential information shall continue in effect for 5 years beyond the period of the relationship as stated above, and said obligation shall be binding upon Independent Contractor’s spouse, affiliates, assigns, heirs, executors, administrators, or other legal representative.
For the purposes of this Agreement, the term “Company” shall also be deemed to include any affiliated organization that owns fifty percent (50%) or more of the voting stock, whether or not Independent Contractor is directly employed by such other organization.
Independent Contractor specifically agrees that Company’s rights granted hereunder shall include the right not to file for copyrights or domestic or foreign patents when such is considered by Company in its sole discretion appropriate for the business objectives of Company.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single integrated document.
The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.
This Agreement contains the entire agreement between the parties to this Agreement with respect to the subject matter of the Agreement, is intended as a final expression of such parties' agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
Each party to this Agreement has reviewed and had the opportunity to revise this Agreement. Each party to this Agreement has had the opportunity to have legal counsel review and revise this Agreement. The rule of construction that any 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.
This Agreement is to be construed pursuant to Laws of the State of Minnesota. Jurisdiction and venue for any claim arising out of this Agreement shall be made in the State of Minnesota.
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Once agreed to electronically (by checking the "I have read and accept the Terms of Service" checkbox) by the Independent Contractor, this agreement is officially valid and executed by Parties.
Medgineering is a medical device consulting group, and its services (“the Services”) are provided by its Independent Consultants (“the Consultants”) to its Clients (”You, Your”) subject to compliance with the following terms and conditions (this Agreement).”QuickConsult services” are provided by Medgineering as part of its Services.
Use of Medgineering’s Services indicates your acknowledgement that you have read and understood this Agreement, and that you agree to be bound by it.
B. This Agreement shall be deemed to have been concluded in the State of Minnesota by your acceptance of Medgineering’s offer on the terms and conditions as provided in this Agreement.
C. By making use of the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
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Once agreed to electronically (by checking the "I have read and accept the Terms of Service" checkbox) by the Client, this agreement is officially valid and executed by Parties.