NON-DISCLOSURE AGREEMENT
By signing this nondisclosure agreement, I indicate my understanding that:
Patients, physicians and other healthcare providers furnish confidential information to obtain or carry out medical services, and medical service information and records are confidential.
If medical information has been used or disclosed inappropriately, patients or providers who have suffered loss or injury may seek legal action to recover damages from the person who used or disclosed the information. Specific violations of patient confidentiality resulting in economic loss or personal injury to a patient may be punishable by law.
Any breach of confidentiality will be considered serious and subject to investigation and possible discipline, including immediate termination of services.
Therefore, as a contract service provider, I agree that I will not at any time:
1. Disclose service given or information about patients.
2. Allow anyone else to examine or copy any reports or documents having to do with patients, physicians, or other healthcare providers and services.
Transcriptionist/Company Date
Rb12/99
AGREEMENT
AGREEMENT made as of this ______day of ______,2002, by and between R&B STEN-TEL TRANSCRIPTION SERVICE a corporation with a usual place of business located at 350 South Main Street, Suite 203, Doylestown, PA hereinafter referred to as "R&B Sten-Tel", and ______, an individual residing in ______, hereinafter referred to as the "Independent Contractor".
PRELIMINARY STATEMENT
R&B Sten-Tel offers transcription services throughout the United States (the "Business"). In order to operate the Business, R&B Sten-Tel requires transcriptionists from time to time to provide certain transcription services (the "Services"). The Independent Contractor is a transcriptionist qualified to provide the Services to Customers of R&B Sten-Tel.
R&B Sten-Tel desires to engage the Independent Contractor to provide the Services for R&B Sten-Tel as an Independent Contractor, upon the terms and conditions hereinafter set forth. The Independent Contractor is willing to provide the Services on the terms and conditions hereinafter set forth.
In furtherance of the foregoing and in consideration of the mutual promises contained herein, the parties hereto agree as follows:
1.Engagement as Independent Contractor. R&B Sten-Tel hereby engages the Independent Contractor to provide the Services to customers of R&B Sten-Tel. The relationship of the Independent Contractor to R&B Sten-Tel is that of an Independent Contractor, and nothing herein shall be construed as creating any other relationship. The Independent Contractor may adopt practices as (s)he desires with regard to the details of the Services performed (I.E. the hours during which the Services are provided or the place or places where the Services are to be furnished), provided that the details, hours and services shall be consistent with the "proper accomplishment of the Services". "Proper accomplishment of the Services" subjectively means "in a manner that reasonably satisfies the needs of R&B Sten-Tel's clients".
The Independent Contractor shall be responsible for payment of all taxes applicable to the Independent Contractor's activities hereunder, including but not limited to: Federal, State, Local, Social Security, Self-Employment, and Unemployment Insurance taxes, as well as any business license fees which might be required.
2.Termination, Restrictive Covenant. This Agreement may be terminated by either party by Fifteen (15) days prior written notice. Unless R&B Sten-Tel terminates the Independent Contractor relationship with the Independent Contractor for reasons not relative to the Independent Contractor's breach of this contract, the Independent Contractor agrees that (s)he will not, directly or indirectly, whether as an employee, owner, partner, representative or otherwise, do any of the following:
(a)For a period including the effective term of this Agreement and two (2) years following the termination of this Agreement: Contract, solicit or provide transcription services to any of the customers or perspective customers of R&B Sten-Tel with which the Independent Contractor had contact during the effective term of this Agreement; or
(b)For a period including the effective term of this Agreement and two (2) years following the termination of this Agreement: Induce or coerce any employee or Independent Contractor of R&B Sten-Tel to terminate their relationship with R&B Sten-Tel to provide transcription services which compete, directly or indirectly, with the services provided by R&B Sten-Tel; or
(c)For a period including the effective term of this Agreement and six (6) months following the termination of this Agreement: Become employed by any customer of R&B Sten-Tel as a transcriptionist which the Independent Contractor had previously provided services to through R&B Sten-Tel.
3.Qualifications, Assistants. The Independent Contractor represents and warrants to R&B Sten-Tel that the Independent Contractor is qualified to provide the Services, and needs not further training from R&B Sten-Tel. If the Independent Contractor requires assistance in providing the Services, the Independent Contractor shall be solely responsible for the training, hiring, and supervising of such assistants. All such assistants shall be qualified to provide the Services.
4.Equipment. The Independent Contractor shall be responsible for securing all necessary equipment and supplies required to provide the Services, which equipment and supplies shall be procured at Independent Contractor's sole expense. The Independent Contractor acknowledges that in order to provide certain of the Services, the Independent Contractor may be required to purchase or lease certain equipment from R&B Sten-Tel, Inc., a Pennsylvania corporation.
5.Billing and Compensation.
The Independent Contractor promptly shall provide R&B Sten-Tel with properly completed billing information upon completion of any Services provided hereunder. The method of billing shall be provided by R&B Sten-Tel to the Independent Contractor. Periodically, R&B Sten-Tel shall prepare and issue invoices to its clients for the Services in the name of the Independent Contractor.
In consideration of the transcription services provided by the Independent Contractor to R&B Sten-Tel hereunder, R&B Sten-Tel shall pay the Independent Contractor an amount per line transcribed by the Independent Contractor. This amount shall be established on a project by project basis, prior to the performance by the Independent Contractor of services with respect to any project. The Independent Contractor agrees that payment shall be made by R&B Sten-Tel to the Independent Contractor on account of transcription services fourteen (14) days after the end of each two (2) week period during the term of this Agreement. Each such two (2) week period shall constitute a billing cycle, and R&B Sten-Tel shall pay the Independent Contractor the amount due on account of transcription services provided by the Independent Contractor during such two (2) week period calculated as provided herein fourteen (14) days following the end of each such two (2) week period.
- Indemnification. The Independent Contractor hereby agrees to indemnify and hold R&B Sten-Tel (and its respective directors, officers, employees and affiliates) harmless from any and all claims, liabilities, losses, damages, costs and expenses arising from services provided by the Independent Contractor that breach the terms of this Agreement.
7.No Employment Contract. Nothing contained in this Agreement shall be construed to constitute the Independent Contractor or any owner or employee thereof, as a partner, employee, or agent of R&B Sten-Tel, nor shall any party have any authority to bind the other in any respect without the written consent of the other, it being intended and that each shall remain an independent contractor responsible for its own actions.
8.Notices. Any notice required or permitted to be given under this Agreement shall be sent by Tele-copier, with a copy sent postage-prepaid by registered mail or its equivalent (or if no tele-copier is available by registered mail alone), addressed to the party to be notified at the following address or at such other address as may hereafter be furnished in writing to the notifying party:
9.Nonwaiver. No delay or failure by either party to exercise any right under this Agreement shall constitute a waiver of that or any other right, unless otherwise expressly provided for herein.
10.Severability. If any provision of this Agreement in any way violates the laws of any state or jurisdiction, such provision shall be deemed not to be a part of this Agreement in that jurisdiction, and the parties agree to remain bound by all remaining parts hereof.
11.Binding Effect. The provision of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns.
12.Confidential and Proprietary Information. During the term of this Agreement, and solely as a result of the performance of the Services pursuant to this Agreement, the Independent Contractor may be given access to certain Confidential Information, as hereinafter described. "Confidential Information" shall mean all information not of general knowledge in the industry of R&B Sten-Tel relating to the business now or ever conducted by R&B Sten-Tel, including without limitation, information about R&B Sten-Tel's property, processes, plans, patterns, devices, past, current and future customers and supplier lists, pricing lists, employee files, job descriptions and responsibilities, invoice, production and marketing methods, management information systems and financial systems. Confidential Information also includes without limitation the Intellectual Property of the Company. "Intellectual Property" shall mean all inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas of R&B Sten-Tel (whether not patentable or copyrightable or constituting trade secrets). "Confidential Information" shall also include R&B Sten-Tel's customer lists and goodwill in relation to it’s customers and prospective customers. The Independent Contractor acknowledges and agrees that all of the Confidential Information, as described herein, has been and will continue to be developed by R&B Sten-Tel through the investment of substantial time, money and effort on the part of R&B Sten-Tel. In addition, "Confidential Information" shall mean any confidential information of a customer (a "Client"), learned by the Independent Contractor in the course of providing the Services to a Client. The Independent Contractor agrees that it shall not, whether during the term of this Agreement or after the termination hereof for any reason, disclose or use in any manner whatsoever, any of the Confidential Information without the prior written consent of R&B Sten-Tel or a Client, as the case may be, which R&B Sten-Tel or the Client, as the case may be, shall be entitled to withhold in its sole discretion.
13.Successors and Assigns. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, administrations, executors, successors and assigns. The term successor shall include successor by merger or acquisition, including sale of stock or sale of assets.
14.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed under seal as of the date first above written.
R&B STEN-TEL
By:______
Date:
INDEPENDENT CONTRACTOR
______
[name][Date]