HUMAN RESOURCES CONSULTANT AGREEMENT

This Healthcare Consultant Agreement (“Agreement”) is made between

___________________ with a mailing address of ___________________, City of
___________________, State of ___________________ (“Client”)

AND
___________________ with a principal place of business at ___________________,
City of ___________________, State of ___________________ (“Consultant”). The
Client and Consultant shall be known collectively as the “Parties”.

WHEREAS this Agreement shall be made effective on the ____ day of

___________________, 20____.

THE PARTIES AGREE AS FOLLOWS:

1. Services to Be Performed

Consultant agrees to perform the following services: ____________________________

______________________________________________________________________
____________________________________________________________ (“Services”)

2. Payment

In consideration for the Services to be performed by Consultant, Client agrees to pay

Consultant in the following manner: _________________________________________
______________________________________________________________________
______________________________________________________________________

Consultant shall be paid within a reasonable time after Consultant submits an invoice to
Client. The invoice should include the following: an invoice number, the dates covered
by the invoice, a summary of the work performed, and any other information or details in
accordance with this Agreement.

3. Expenses (check one)

☐ - Consultant shall be responsible for all expenses incurred while performing Services
under this Agreement. This includes automobile, truck, and other travel expenses;
vehicle maintenance and repair costs; vehicle and other license fees and permits;
insurance premiums; road, fuel, and other taxes; fines; radio, pager, and cell phone
expenses; meals; and all salary, expenses, and other compensation paid to employees
or contract personnel the Consultant hires to complete the work under this Agreement.

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☐ - Client shall reimburse Consultant within thirty (30) days after receipt of an itemized
statement for the following expenses that are attributable directly to the Services
performed under this Agreement: ___________________________________________
______________________________________________________________________

4. Vehicles and Equipment

Consultant will furnish all vehicles, equipment, tools, and materials used to provide the
Services required by this Agreement. Client will not require Consultant to rent or
purchase any equipment, product, or service as a condition of entering into this
Agreement.

5. Independent Contractor Status

Consultant is an independent contractor, and neither Consultant nor Consultant’s

employees or contract personnel are, or shall be deemed, Client's employees. In its
capacity as an independent contractor, Consultant agrees and represents, and Client
agrees, as follows:

(check all that apply)

☐ - Consultant has the right to perform Services for others during the term of this
Agreement.

☐ - Consultant has the sole right to control and direct the means, manner, and method
by which the Services required by this Agreement will be performed. Consultant shall
select the routes taken, starting and quitting times, days of work, and order the work is
performed.

☐ - Consultant has the right to hire assistants as subcontractors or to use employees to

provide the Services required by this Agreement.

☐ - Neither Consultant nor Consultant’s employees or contract personnel shall be

required to wear any uniforms provided by Client.

☐ - The Services required by this Agreement shall be performed by Consultant,

Consultant’s employees, or contract personnel, and Client shall not hire, supervise, or
pay any assistants to help Consultant.

☐ - Neither Consultant nor Consultant’s employees or contract personnel shall receive

any training from Client in the professional skills necessary to perform the Services
required by this Agreement.

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☐ - Neither Consultant nor Consultant’s employees or contract personnel shall be
required by Client to devote full time to the performance of the Services required by this
Agreement.

6. Business Licenses, Permits, and Certificates

Consultant represents and warrants that Consultant and Consultant’s employees and
contract personnel will comply with all federal, state, and local laws requiring drivers and
other licenses, business permits, and certificates required to carry out the Services to
be performed under this Agreement.

7. State and Federal Taxes

Client shall not: Withhold FICA (Social Security and Medicare taxes) from Consultant’s
payments or make FICA payments on Consultant’s behalf; Make state or federal
unemployment compensation contributions on Consultant’s behalf; or Withhold state or
federal income tax from Consultant’s payments.

Consultant shall pay all taxes incurred while performing Services under this Agreement
—including all applicable income taxes and, if Consultant is not a corporation, self-
employment (Social Security) taxes. Upon demand, Consultant shall provide Client with
proof that such payments have been made.

8. Fringe Benefits

Consultant understands that neither Consultant nor Consultant’s employees or contract

personnel are eligible to participate in any employee pension, health benefits, vacation
pay, sick pay, or other fringe benefit plan of Client.

9. Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf

of Consultant or Consultant’s employees or contract personnel. Consultant will not be
entitled to these benefits in connection with work or Services performed under this
Agreement.

10. Workers' Compensation

Client shall not obtain workers' compensation insurance on behalf of Consultant or

Consultant’s employees. If Consultant hires employees to perform any work under this
Agreement, Consultant will cover them with workers' compensation insurance to the
extent required by law and provide Client with a certificate of workers' compensation
insurance before the employees begin work.

11. Insurance

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Client shall not provide insurance coverage of any kind for Consultant or Consultant’s
employees or contract personnel. Consultant shall obtain the following insurance
coverage and maintain it during the entire term of this Agreement:

(check all that apply)

☐ - Automobile liability insurance for each vehicle used in the performance of this
Agreement -- including owned, non-owned (for example, owned by Consultant’s
employees), leased, or hired vehicles -- in the minimum amount of
$___________________ combined single limit per occurrence for bodily injury and
property damage.

☐ - Comprehensive or commercial general liability insurance coverage in the minimum

amount of $___________________ combined single limit, including coverage for bodily
injury, personal injury, broad form property damage, contractual liability, and cross-
liability.

Before commencing any Services, Consultant shall provide Client with proof of this
insurance and with proof that Client has been made an additional insured under the
policies.

12. Indemnification

Consultant shall indemnify and hold Client harmless from any loss or liability arising
from performing Services under this Agreement.

13. Term of Agreement

This agreement will become effective on the Effective Date after being signed by both
parties and will terminate on the earlier of the date Consultant completes the Services
required by this Agreement or the Client or Consultant terminates this Agreement in
accordance with Section 14.

14. Terminating the Agreement

With reasonable cause, either Client or Consultant may terminate this Agreement,
effective immediately upon giving written notice. Reasonable cause includes: A material
violation of this Agreement; Any act exposing the other party to liability to others for
personal injury or property damage; or Either party terminating this Agreement at any
time by giving ____ days' written notice to the other party of the intent to terminate.

15. Exclusive Agreement

This is the entire Agreement between Consultant and Client.

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16. Modifying the Agreement

This Agreement may be modified only in writing and signed by both parties.

17. Resolving Disputes (check one)

☐ - If a dispute arises under this Agreement, any party may take the matter to
___________________ state court, jurisdiction of the county of
___________________; or

☐ - If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually agreed-upon mediator in ___________________
County, State of ___________________. Any costs and fees other than attorney fees
associated with the mediation shall be shared equally by the parties. If it proves
impossible to arrive at a mutually satisfactory solution through mediation, the parties
agree to submit the dispute to a mutually agreed-upon arbitrator in
___________________ County, State of ___________________. Judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction to do
so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

18. Confidentiality

Consultant acknowledges that it will be necessary for Client to disclose certain

confidential and proprietary information to Consultant in order for Consultant to perform
duties under this Agreement. Consultant acknowledges that disclosure to a third party
or misuse of this proprietary or confidential information would irreparably harm Client.
Accordingly, Consultant will not disclose or use, either during or after the term of this
Agreement, any proprietary or confidential information of Client without Client's prior
written permission except to the extent necessary to perform Services on Client's
behalf.

Proprietary or confidential information includes:

The written, printed, graphic, or electronically recorded materials furnished by Client for
Consultant to use; Any written or tangible information stamped “confidential,”
“proprietary,” or with a similar legend, or any information that Client makes reasonable
efforts to maintain the secrecy of; Business or marketing plans or strategies, customer
lists, operating procedures, trade secrets, design formulas, know-how and processes,
computer programs and inventories, discoveries and improvements of any kind, sales
projections, and pricing information; Information belonging to customers and suppliers
of Client about whom Consultant gained knowledge as a result of Consultant’s Services
to Client; and Other (if any): _______________________________________________

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Upon termination of Consultant’s Services to Client, or at Client's request, Consultant
shall deliver to Client all materials in Consultant’s possession relating to Client's
business.

Consultant acknowledges that any breach or threatened breach of Section 18 of this

Agreement will result in irreparable harm to Client for which damages would be an
inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an
injunction, in the event of such breach or threatened breach of Section 18 of this
Agreement. Such equitable relief shall be in addition to Client's rights and remedies
otherwise available at law.

19. Proprietary Information.

The product of all work performed under this Agreement (“Work Product”), including
without limitation all notes, reports, documentation, drawings, computer programs,
inventions, creations, works, devices, models, works-in-progress, and deliverables will
be the sole property of the Client, and Consultant hereby assigns to the Client all right,
title, and interest therein, including, but not limited to, all audiovisual, literary, moral
rights and other copyrights, patent rights, trade secret rights, and other proprietary rights
therein. Consultant retains no right to use the Work Product and agrees not to challenge
the validity of the Client’s ownership in the Work Product.

Consultant hereby assigns to the Client all right, title, and interest in any and all
photographic images and videos or audio recordings made by the Client during
Consultant’s work for them, including, but not limited to, any royalties, proceeds, or
other benefits derived from such photographs or recordings.

The Client will be entitled to use Consultant’s name and/or likeness use in advertising
and other materials.

20. No Partnership

This Agreement does not create a partnership relationship. Consultant does not have
authority to enter into contracts on Client's behalf.

21. Assignment and Delegation (check one)

☐ - Either Consultant or Client may assign rights and may delegate duties under this
Agreement.

☐ - Consultant may not assign or subcontract any rights or delegate any of its duties
under this Agreement without Client's prior written approval.

22. Applicable Law

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This Agreement shall be governed under the laws in the State of
___________________, without giving effect to conflict of laws principles.

23. Attachments. (check one)

☐ - There are no additional attachments or addendums to this Agreement.

☐ - There are additional attachments or addendums to this Agreement described as:

______________________________________________________________________
______________________________________________________________________
______________________________________________________________________

24. Signature Area

Client’s Signature __________________________ Date ____________________

Print Name ____________________

Consultant’s Signature __________________________ Date ____________________

Print Name ____________________

Name of Company ____________________ Title of Signer ____________________

Taxpayer ID Number (EIN) ____________________

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