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Thank you for selecting us to provide you with healthcare business support services.  This letter agreement (this “Agreement”), effective as the day you agree to our Terms and Conditions (the “Effective Date”), will outline the scope of our work and explain the basis on which we, Cetera Vitae LLC (“Cetera Vitae”), will provide you (“Client”), with certain services.  Upon your agreement to the terms of this Agreement you and Cetera Vitae will be referred to collectively as the “parties” and individually as a “party.”  Any undefined terms shall have the meanings as defined in the applicable Statement of Work or Terms and Conditions.

 

In consideration of the mutual promises, covenants and conditions contained herein, the parties hereby agree as follows:

 

1. Statement of Work. Cetera Vitae will provide a proposed statement of work (“Statement of Work”) describing the scope of the work to be performed (the “Services”) for a particular Client project (the “Project”).  Such Statement of Work shall become effective upon execution by both parties.  All such executed Statements of Work, which may be entered into from time to time, shall be attached to this Agreement as Exhibit A and shall be incorporated by reference herein.

 

2. Deliverables. Deliverables include, but are not limited to: Client approvals; feedback; payments; contracts; records; logistical information; methods; documents; and expert resources.  In the event that Client misses an agreed Client deliverable, Client hereby acknowledges that the Project may be jeopardized and, therefore, may be reasonably adjusted by Cetera Vitae to account for the additional time and expense needed to complete the specific Project.  Client shall, on a timely basis, furnish information, feedback and material requested by Cetera Vitae to the extent reasonably necessary for Cetera Vitae to fulfill its responsibilities hereunder.

 

3. Payment. Client shall timely pay agreed fees as set forth in the applicable Statement of Work.

 

4. Expenses. Client shall be solely responsible for all reasonable out-of-pocket expenses that are necessary to facilitate the rendition of the Services (“Expenses”), in accordance with the Terms and Conditions.

 

5. Terms and Conditions. This Agreement is subject to the attached Terms and Conditions (set forth in Exhibit B) which are hereby incorporated by reference.

 

6. Term and Termination. This Agreement shall become effective upon the Effective Date and shall terminate pursuant to terms of the applicable Statement of Work.

 

EXHIBIT A

STATEMENT OF WORK

This Statement of Work (“SOW”) is entered into by Cetera Vitae LLC (“Cetera Vitae”), pursuant to the Services Agreement entered into by Cetera Vitae and Client (the “Agreement”) on the date I am agreeing to the Terms and Conditions. Any terms undefined in the SOW shall have the same meanings as defined in the Agreement.

 

Services to be Provided: Information on LLC formation, information on SAM and WOB registration, referrals for professional services, pricing support and strategy, sample legal agreements, marketing of services, sales and booking support, forwarding client agreements through DocuSign, one Skillsurvey, background check, annual drug test upon request, credentialing letter templates, customized invoice templates, tips on getting paid.

 

1. Term and Timeframe. The term of this Agreement shall be for a period commencing on the Effective Date and continuing for twelve (12) months (the “Term”).  This Agreement shall renew on a year to year basis upon each anniversary of the Effective Date, unless either Client or Cetera Vitae provides thirty (30) days’ written notice prior to such anniversary.  This Agreement shall terminate automatically upon the dissolution of one of the parties.

 

2. Fees. Client shall pay Cetera Vitae a monthly fee for the Services described above pursuant to the following terms:

 

1. Recurring Monthly Fee. Client shall pay Cetera Vitae a monthly fee of ninety-nine dollars ($99) for the Services (the “Fee(s)”).  The Fee shall be payable no later than the monthly anniversary of the 31^st day after the Effective Date, each month.  In connection with the execution of the Agreement and this SOW, Client shall receive the Services for the first thirty (30) days of the Term at no cost.  The initial payment of the Fee will be due on the thirty-first (31^st) day of the second month of the Term.

 

3. Key Client Contact. To ensure the Project moves forward without delay, Client shall use best efforts to communicate with Cetera Vitae, accomplish all Project goals and be responsible for all billing matters, pursuant to the Terms and Conditions

 

4. IN WITNESS WHEREOF, Cetera Vitae and Client, intending to be legally bound, agree to all of the provisions of this SOW, subject to the terms of the Agreement and Terms and Conditions.

 

 

EXHIBIT B

                                                                                                                                                                                           

TERMS AND CONDITIONS

 

These terms and conditions (“Terms and Conditions”) are entered into by Cetera Vitae LLC (“Cetera Vitae”) and you (“Client”), pursuant to the Services Agreement entered into by Cetera Vitae and Client, dated as of the date you agree to these Terms and Conditions (the “Agreement”).

 

1. Definitions. The Agreement includes these Terms and Conditions. Any term that is not defined herein shall have the definition specified in the Agreement or applicable Statement of Work (the “SOW”).

 

2. Statement of Work. Cetera Vitae shall provide a proposed SOW for review and acceptance by Client. Once approved and signed by both parties, such SOW shall become binding.

 

3. Duties of Cetera Vitae. Cetera Vitae shall provide Client with the Services with respect to the Project and in accordance with the applicable SOW. Cetera Vitae shall work with Client throughout the term and shall conduct its services in a professional manner with professional diligence and skill.  Any preliminary, draft information or opportunities provided by Cetera Vitae as to pricing, savings or outcome may be subject to further validation and review by Cetera Vitae prior to finalization.

 

4. Duties of Client. In order for Cetera Vitae to provide the Services, Client shall cooperate fully and on a timely basis with Cetera Vitae to provide all requested Business Data. “Business Data” may include, without limitation, records and data relating to Client information obtained via access to the Client’s facilities and communications with Client’s personnel and any other business, financial, marketing and/or logistical information, records, material or data necessary for Cetera Vitae to provide the services in the applicable Statement of Work.   Client shall make good faith best efforts to provide Cetera Vitae with access to the Client’s facilities, personnel and requested documents and information on a timely basis.  If requested, Client shall work with Cetera Vitae to set regular meetings to answer questions and provide feedback to assist Cetera Vitae in its gathering and review of the Business Data.  Client fully understands that Client must provide full, complete and accurate information and all other Business Data to Cetera Vitae in order for it to perform the Services.  In addition, Client shall provide any information or Business Data to Cetera Vitae that the Client believes is relevant or pertinent to Cetera Vitae’s assessment.  Client’s full transparency with regard to the Business Data is of the essence.

 

5. Confidential Information. In connection with the Agreement, both parties may disclose, and/or learn or have access to, certain confidential proprietary information about such disclosing party or its affiliates, business partners or clients that is not readily available to the general public (“Confidential Information”). Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to the disclosing party or any of the disclosing party’s business, marketing and financial data; professional facts; information regarding any products, concepts, developments, tools, websites, software, applications and databases used by the disclosing party; vendor and supplier information; pricing and rates; passwords and account information; marketing methods, strategies, and plans; professional or personal contacts; client and potential client lists, files and information; information regarding purchase history, inventory and sales figures; any and all proprietary processes, skills and knowledge; collaboration and referral information; company, officer, director, employee and contractor information and data; expertise, know-how, processes;  ideas; photos, images, designs, charts, calculations, presentations, blue prints; and any and all other technical, business, financial and development plans, forecasts, strategies and information related to the disclosing party or any of its past, current or future clients, employees and/or contractors.  Confidential Information also includes the terms of this Terms and Conditions; the Agreement and the Services.  Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party’s possession free of any confidentiality obligations with respect thereto; (v) is independently developed by receiving party without use of any Confidential Information; or (vi) is approved for release or disclosure by the disclosing party in writing without restriction.

 

• The receiving party shall maintain Confidential

Information in strict confidence and shall not disclose, publish or copy any part of the Confidential Information except to its affiliates, members, partners and to the extent required by law, court order, subpoena or other such process.  The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement.  However, the receiving party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that receiving party gives reasonable prior notice to the disclosing party to contest such order or requirement.  Upon the termination or expiration of this Agreement, the receiving party shall return to the disclosing party, or certify the destruction of, all Confidential Information.

 

6. Client Contact. Client shall appoint a key client contact (the “Key Client Contact”) to have the authority, on behalf of Client, to communicate with Cetera Vitae; provide sign-off for all Project-related matters; furnish any and all deliverables; and schedule routine status meetings and working sessions. The Key Client Contact must also have the authority, on behalf of Client, to manage all related payment and billing matters.  The Key Client Contact shall be set forth in Exhibit A.  To the maximum extent practicable, Client’s communications with Cetera Vitae will be through the Key Client Contact.  In the event that Client wishes to change the designation of the Key Client Contact, Client must notify Cetera Vitae of the change in writing.

 

• Client hereby represents and warrants that the Key Client Contact has all necessary rights and authority to act on behalf of Client, including the right and authority to execute all necessary documentation and provide consent to Cetera Vitae.

 

7. Payment.
8. • Fees. Client agrees to pay Fees to Cetera Vitae pursuant to the terms of payment set forth in the SOW. Fees are based upon the scope of the engagement and Cetera Vitae’s reasonable estimate of the labor necessary to complete the Services and are subject to Cetera Vitae’s

 

• Out-of-Pocket Expenses. Client shall be responsible for any reasonable out of pocket expenses that are necessary to facilitate Cetera Vitae’s Services (“Expenses”). Expenses are in addition to, and not included in, the Fee.  Expenses may include, but may not be limited to, reasonable charges for travel and parking, shipping charges, related out-of-pocket expenses and third-party fees.  If Expenses may amount to a substantial sum, Cetera Vitae may ask Client to pay them directly or fund them in advance.  Cetera Vitae will obtain Client’s consent before incurring any Expense in excess of $100.  Unless Cetera Vitae otherwise agrees in writing, Client shall pay any necessary third-party vendors directly.

 

• Late Payments. In addition to resulting in a delayed delivery, any unpaid balance over thirty (30) days past due shall be subject to monthly finance charges of 1.5%, but no greater than the maximum allowable by law.

 

• Work Stoppage. If Cetera Vitae does not receive timely payment of any Fees, feedback or deliverables, no further work will be performed, at the sole and absolute discretion of Cetera Vitae. Cetera Vitae shall not be required to begin or continue any portion of the Services until Cetera Vitae has received Client’s payment of Fees or deliverables.  Client expressly agrees to this provision and acknowledges that any such stoppage of work shall not be a default under the Agreement.  Client accepts and agrees that any and all dates of performance of the Services agreed to by Cetera Vitae and Client will be suspended so long as such work stoppage is in effect, and the delivery date(s) of the Services shall be extended the amount of days of such suspension.

 

• Method of Payment. Unless otherwise directed by Cetera Vitae in writing, payments according to the SOW should be paid by credit card, wire transfer or check made payable to: CETERA VITAE LLC.

 

• No Payment Stoppage. With regard to Payment for the Services, Client shall not stop payment on a check or wire. Instead, Client must abide by the dispute resolution procedures outlined in Section 19.3.  In the event that Client breaches this Section 7.6 and files a stop payment on a check, upon a resolution in Cetera Vitae’s favor of the stop payment by either the bank or the financial institution, Client agrees to reimburse Cetera Vitae for any costs incurred in researching and responding to such stop payment, including without limitation, Cetera Vitae’s actual costs paid to the financial institution or its bank(s).

 

• Out of Scope Work. On occasion the Client might request that Cetera Vitae perform services outside of the scope of the SOW (“Out of Scope Work”). Such Out of Scope Work may include, but is not limited to, providing advanced analytics, assisting with activities that are typically the responsibility of the Client and any other work not listed in the applicable SOW.  Upon Client’s request for Out of Scope Work, a new SOW will be mutually agreed upon and executed among the parties.

 

• Changes in Project Specifications.

 

• If at any time Client elects to make any changes or variations from the categorical elements of the Project as outlined in the SOW, the parties shall mutually assess and agree to the impact of the changes on the cost, time and scope of the Services. Cetera Vitae shall proceed only after both parties have agreed to amend the SOW, if necessary, and approval by Client shall be binding and incorporated into the terms of this Agreement.  Reimbursement for such additional costs shall be payable within fifteen (15) days of invoice thereof.

 

• If, after the SOW has already been signed by both parties, Client decides to (i) rescind the SOW by reducing the scale of the Project for the express purpose of reducing the cost of the Fees or (ii) alter the scope of the Project as outlined in Section 7.8.1, Client will be held liable for all out-of-pocket expenses and debts that have already been paid or incurred by Cetera Vitae to employees, crew, third parties or any other entity providing services or products to Cetera Vitae in association with Cetera Vitae’s rendering of the Project (“Out-of-Pocket Expenses”). Cetera Vitae will review and then inform Client of the total incurred Out-of-Pocket Expenses, and Client must confirm its liability for these expenses, in writing, before any reduction in scale may be made to the SOW.  An amended SOW must be drafted in writing, approved, and signed by both parties.  Amended Fees will be created for the amended SOW, and no prior payment received by Cetera Vitae from Client shall constitute payment towards the amended Fees.

 

8. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under the Agreement due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, pandemic, epidemic, destruction of the site upon which the Services are to be rendered, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section (each cause, individually a “Force Majeure Event”), and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the Agreement shall be terminated. If Client still intends to continue with the scheduled Project during a Force Majeure Event, Cetera Vitae may continue to provide Services for the Project, in its sole discretion.

 

9. Taxes. Client shall be liable for all taxes, duties and levies imposed on it by any governmental authority.

 

10. Retained Rights. Cetera Vitae makes no ownership claim with respect to any copyrighted materials, trademarks, or other intellectual property supplied by Client to Cetera Vitae for the purposes of the Project. Unless otherwise agreed by the parties in writing, Cetera Vitae will retain all intellectual property rights, including copyrights, ideas, trademark rights, and service mark rights, in any materials created by Cetera Vitae in connection with the Services.  Cetera Vitae has no obligation to deliver, and grants no rights in, any rejected plans, documentation, illustrations, project files, preliminary concepts, works in progress, and finished materials which have been created or furnished by Cetera Vitae during the course of providing the Services.

 

11. Non-Disclosure of Fees. In Cetera Vitae’s interest of preserving and improving commercial competitiveness, Client respectfully agrees not to discuss or disclose the Fees, or any aspect of the Fees, to any third parties or entities, nor any of Client’s employees or affiliates who are not directly associated with the Services.

 

12. No Exclusivity. Cetera Vitae shall be entitled to offer and provide services to others, solicit other clients and advertise the services offered by Cetera Vitae freely.

 

13. Representations and Warranties.

 

• Cetera Vitae represents and warrants that it has the right to enter into this Agreement and to perform the anticipated services hereunder.

 

• Client represents and warrants that (i) all information provided to Cetera Vitae in order to perform the Services, including, without limitation, Business Data and any other necessary information, is accurate and truthful; (ii) it has the right to enter into this Agreement and any related SOW; (iii) there is no litigation, proceeding, claim or other matter that would prevent Client from entering into or carrying out this Agreement; (iv) its decision to rely or not rely on any information, assessment or advice provided by Cetera Vitae is at the sole discretion of Client and Cetera Vitae shall not be liable in any way for any harm, loss or damage to Client, Client’s business or Client’s profits as a result thereof; and (v) it has taken all necessary actions to render this Agreement, and the performance hereunder, a valid and legal act of Client and that Client is, and will continue to be, in compliance with all applicable laws governing this Agreement and the obligations required herein.

 

14. Limitation of Liability.

 

• While Cetera Vitae endeavors to provide the Services, it is relying on Client to provide full, complete and accurate information and deliverables, in addition to the accuracy of third party and market information. Accordingly, Cetera Vitae makes no warranty as to the accuracy of the Services or as to any proposed outcome. Cetera Vitae makes no warranties, express or implied, in connection with the Agreement, or any related products or services, including, without limitation, any implied warranties of merchantability, merchantable quality, non-infringement, or fitness for a particular purpose.

 

• Cetera Vitae shall not be liable to Client or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of the Agreement, even if Cetera Vitae has been advised of the possibility of such damages, costs or losses. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Cetera Vitae shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the Project by Client or the context in which the Services are used by Client.

 

• In the event of a claim by Client for any breach of this Agreement, Cetera Vitae shall have the option to re-perform the Services. In the event that Cetera Vitae fails to re-perform the Services within a reasonable period, Client’s sole recourse shall be to terminate this Agreement and provide a refund of Fees received by Cetera Vitae for such Project, less Expenses.

 

• Cetera Vitae shall not be liable to Client or any other person or entity for any damages, costs or losses arising out of Client subcontracting Cetera Vitae’s services. Client acknowledges and agrees that any such damages, costs or losses shall be the sole responsibility of Client.

 

15. Client agrees to indemnify and hold harmless Cetera Vitae from any and all claims and losses of any kind, including, without limitation, attorneys’ fees and expenses, incurred by Cetera Vitae in connection with any claim arising from (i) negligence, strict liability, tort, or other claims with regard to Client’s products, services or facilities; (ii) a breach of any of Client’s representations and warranties; or (iii) a breach of any of Client’s responsibilities or obligations, representations or warranties under the Agreement.

 

16. Term. These Terms and Conditions shall be

effective upon the Effective Date of the Agreement and shall remain in force pursuant to the SOW.

 

17. Postponement, Cancellation and Termination.

 

• Effect of Termination. Client understands and acknowledges that once Cetera Vitae has commenced the Services, it commits substantial time, effort, expenditures, and resources to such project, foregoing other opportunities.  In no event shall termination of this Agreement affect Client’s obligation to pay fees earned or expenses incurred by Cetera Vitae prior to any such termination.  Any payments or advances made by Client prior to termination shall be credited toward the outstanding balance owed to Cetera Vitae hereunder.  Client shall pay Cetera Vitae for any outstanding amounts owed within thirty (30) business days of termination of this Agreement.  In the event of termination of this Agreement by Cetera Vitae, Cetera Vitae shall fully refund Client for amounts paid by Client for the terminated Project prior to the termination.

 

18. Non-Circumvention; Non-Solicitation. Unless otherwise agreed in writing, during the term of the Agreement and for a period of twelve (12) months following the termination of the Agreement, Client agrees not to (a) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any employee of Cetera Vitae to leave his or her employment with Cetera Vitae; or (b) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any employee of Cetera Vitae to abandon, withdraw, or lessen its relationship with Cetera Vitae. It is acknowledged that Client’s failure to abide by the restrictive covenants set forth in this Section 18 will cause Cetera Vitae to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Cetera Vitae of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof.  Accordingly, in the event of a breach of this Section 18, Client agrees that liquidated damages may be assessed and recovered by Cetera Vitae and Client shall be liable to Cetera Vitae for payment of liquidated damages valued by agreed third party expert.

 

19. Miscellaneous.

 

• Status as Independent Contractor. Cetera Vitae shall perform the Services as an independent contractor. The Agreement does not create a joint venture or partnership, and neither party has the authority to bind the other to any third party.

 

• Integration. The Agreement, the SOW and these Terms and Conditions, and all Exhibits hereto, comprise the entire agreement between Cetera Vitae and Client with respect to the subject matter of this Agreement.  This Agreement supersedes all prior agreements and understandings, oral or written, between Cetera Vitae and Client relating to the subject matter hereof.  In the event that this Agreement conflicts with or is inconsistent with any other agreement between the parties, the terms of the SOW shall control.  No modification of this Agreement shall be effective unless it is in writing and such writing is signed by authorized representatives of Cetera Vitae and Client.  Unless the parties expressly agree otherwise in writing, no document or amendment thereto referenced in this Agreement or waiver of any right or remedy under this Agreement shall be valid unless it is in writing, signed by both parties or, in the case of a waiver, by an authorized representative of the party against whom enforcement of any such waiver is sought.

 

• Choice of Law, Dispute Resolution. The Agreement and its enforcement shall be governed by the laws of the State of New York, notwithstanding any rules governing choice or conflict of law to the contrary. If a dispute, controversy or claim arises out of or in connection with these Terms and Conditions, the Agreement, or SOW (a “Dispute”), the disputing party shall provide written notice of such Dispute to the other party.  During the thirty (30) day period commencing on the date written notice is received in accordance with Section 19.10 herein, the parties agree to negotiate in good faith to resolve the Dispute (the “Self-Resolution Period”).  Any Dispute that the parties are unable to resolve within the Self-Resolution Period shall be resolved in the appropriate state or federal court sitting in New York County, New York. The parties hereto submit to the exclusive jurisdiction of the State and Federal courts located in New York, New York to resolve any disputes arising hereunder.

 

• Assignment. Client shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Cetera Vitae.  Cetera Vitae may assign this Agreement upon written notice to Client.

 

• Successors. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

 

• Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. A photocopy or facsimile or other electronic copy of a signature will be treated as an original.

 

• Authority. Client represents and warrants that Client has and will continue to have the right to enter into and perform this Agreement.

 

• Fair Interpretation. The language herein will be interpreted as to its fair meaning and not strictly for or against any party.  Section headings in this Agreement are used for convenience only and will not be used to interpret or construe the provisions of this Agreement.

 

• Attorneys’ Fees. In any litigation, arbitration, or court proceeding between the parties with respect to this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable attorneys’ fees, and all costs of proceedings incurred in enforcing this Agreement or any subsidiary document. Should it become necessary to take any action to collect any amount invoiced to Client under this Agreement, Client agrees to pay Cetera Vitae’s actual attorneys’ fees and all costs of collection.

 

• Notice. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, a “Notice“) required or permitted under, or related to, this Terms and Conditions, this Agreement, and/or SOW shall be in writing and be deemed duly given if either personally given, sent by electronic mail, or sent by overnight courier service or certified mail, return receipt requested, at the addresses first set out in this Agreement. The parties may request Notice be sent to any other such addresses, so long as the updated address is sent to the other party in accordance herewith. Notice delivered in person shall be effective upon delivery.  Notices given by electronic mail or overnight courier shall be effective on the next business day.  Notice given by certified mail shall be effective on the fifth (5^th) business day after mailing unless sooner received, in which case they shall be effective upon receipt.

 

• Waiver. If a party does not enforce a right under this Agreement, it shall not be construed as a waiver of such right nor shall a waiver by such party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

 

• Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement shall remain in full force and effect.

 

20. Survival. Upon the termination of this Agreement, Sections 5, 7, 9-11, 14, 15, 17, and 18-20 of these Terms and Conditions shall survive and continue in effect.