INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the “Agreement”) is entered into as of the ____ day of
______, 20___ (“Effective Date”), between Emory University, by and through its School of Medicine, on behalf of its Clinical Skills Center ("Emory") and ______("Contractor").
1. Independent Contractor Services. Subject to the terms and conditions of this Agreement, Emory hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
A. Contractor will be interviewed, physically examined, and “treated” by students or health professionals in the same manner that would occur if he or she were an actual patient/client. “Treatment” consisting of education, counseling, and noninvasive interventions may be performed, and invasive treatments may be simulated. If Contractor is selected by Emory for gynecological and male urological teaching associate roles, the examinations may include, but not be limited to, physical examination procedures and/or maneuvers that are normally part of a breast and/or pelvic exam and genital and/or rectal exam. Contractor acknowledges and understands that some of these procedures may cause pain or other discomfort. Contractor acknowledges and agrees that “treatment” as referenced in this Agreement is not intended to be definitive diagnosing or care, and that no physician-patient relationship will be created through Contractor’s provision of services contemplated in this agreement.
B. Contractor may be required to assess student/health professional performance by providing both qualitative (comments) and quantitative (scores) data. The Contractor understands that he or she has no right, title, or interest to such assessments/data and hereby consents to the use of such assessments/data in any data analysis for educational and/or research purposes. Contractor further understands that his or her name will not be associated with any such research.
C. Contractor agrees to have his/her services photographed and/or videotaped by Emory and agrees to execute a Media Release attached hereto as Appendix A, which is hereby incorporated by reference.
D. Contractor shall report directly to the Associate Director, Clinical Skills Program, Office of Medical Education & Student Affairs (currently Connie Coralli) (hereinafter “Associate Director”) and to any other party designated by the Associate Director in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by Emory and agreed to by Contractor.
E. Contractor has read the Standardized Patient and Teaching Associate Guidelines and agrees to abide by all of its expectations and requirements, including, but not limited to, the following:
i. Arriving on time for any events to which Contractor commits;
ii. Arriving without smelling of smoke or scents (perfume, scented lotion, etc.);
iii. Keeping confidential all case and student evaluation materials;
iv. Interacting with students only in the role as a standardized patient and not seeking to develop any other relationships with students;
v. Providing notice of cancellation either in person or over the phone in a live conversation for any cancellation that is less than 24 hours prior to an event (due to serious illness or immediate family death only). Voice mail or other non-contemporaneous messages or emails are not acceptable methods of last minute cancellations;
vi. Notifying the Associate Director of any infectious conditions prior to participating in an event; and
vii. Keeping the Associate Director informed of any changes in Contractor’s medical condition that would affect the ability to portray standardized patients (scars, abnormal physical findings, rashes, etc.).
F. Contractor will conduct himself or herself in a professional manner at all times and will maintain standards, including, but not limited to, reliability, promptness, objectivity, flexibility and commitment to Emory needs.
G. Any injuries that occur while at Emory must immediately be reported to the Associate Director.
2. Term and Termination.
A. The term of this engagement shall commence on the Effective Date of this Agreement and shall continue in full force and effect thereafter unless terminated by Emory or Contractor. The work will be on an as needed basis, and there is no guarantee of work on a regular or episodic basis.
B. This Agreement may be terminated by either party at any time for any reason upon written notice to the other party. This Agreement shall automatically terminate if Contractor does not provide any services for Emory for a period of twenty-four (24) months.
C. Emory may terminate this Agreement immediately if Contractor is convicted of any crime or offense, does not pass a criminal background check, as determined in Emory’s sole discretion, fails or refuses to comply with the written policies or reasonable directive of Emory; is guilty of serious misconduct in connection with performance hereunder; or materially breaches any provision of this Agreement. Contractor will be notified via letter or email from the Clinical Skills Center if Emory terminates this Agreement.
3. Compensation. Contractor’s compensation shall be set forth in Appendix B, which may be amended in writing from time to time, and which is hereby incorporated by reference.
4. Expenses. During the term of this Agreement, Contractor shall bill and Emory shall reimburse Contractor for all approved out-of-pocket expenses for items specifically requested by Emory, such as wigs, costumes, special make up or props which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Contractor in traveling to and from Emory facilities and parking shall not be reimbursable.
5. Confidentiality. Contractor acknowledges that during the engagement he or she may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by Emory and/or used by Emory in connection with the operation of its business, including, without limitation, Emory’s case materials and exercises (“Confidential Information”). The Contractor agrees to discuss the contents of the exercises only with Emory staff or other participating contractors. The Contractor covenants that, during the term of this Agreement and for a period of ten (10) years following termination of this Agreement, regardless of whether termination was with or without cause, Contractor will not divulge any Confidential Information to any third parties, including other academic, medical or health care institutions. Upon completion of the engagement, Contractor will immediately return all property and courseware to Emory in the condition provided (with allowance for normal wear and tear).
6. Student Records and Student Assessments. Contractor’s duties will include providing assessments of students and other healthcare personnel. The disclosure of student assessments and other student records are regulated by the Family Education Rights and Privacy Act (FERPA) http://www.ed.gov/policy/gen/guid/fpco/ferpa/index.html. Contractor agrees to refrain from sharing or discussing student performance, reports or other student records with anyone other than the Faculty Course/Clerkship/Program Director, the Assistant Dean for Medical Education or the Associate Director of the Clinical Skills Center or his/her designee.
7. Insurance and Indemnification.
A. Emory maintains liability insurance for itself and its employees and students only. Emory’s liability insurance does not extend to or provide coverage for independent contractors, including Contractor for the services or activities contemplated in this Agreement.
B. Contractor agrees to hold harmless, defend and indemnify Emory, its trustees, officers, agents, students and employees, from and against any and all claims, damages, liability and expenses, including court cost and attorney fees arising from any negligence or willful misconduct or breach of this Agreement on the part of Contractor. This Section 7.B. shall survive the termination of this Agreement.
C. Emory shall not be responsible for any loss or damage to any person or property caused by Contractor. Contractor shall promptly upon demand reimburse Emory for any loss of any, or the expense of any repairs or damages to, Emory property resulting from Contractor’s use of such property either through insurance policies covering Contractor’s activities or through Contractor’s personal funds. If Contractor is covered by a policy of insurance for the services and activities contemplated in this Agreement, Contractor shall furnish certificates showing such insurance coverage to Emory upon engagement by Emory.
8. Conflicts of Interest. Contractor represents that he or she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between Contractor and any third party. During the term of this Agreement, Contractor shall devote as much of his or her productive time, energy and abilities to the performance of his or her duties hereunder as is necessary to perform the required duties in a timely and productive manner.
9. Non-Assignment. Contractor shall not assign or subcontract any of Contractor’s obligations under this Agreement without the advance written consent of Emory. Any unauthorized assignment shall be void. Emory shall have the right, but not the obligation, to terminate this Agreement, without waiver of any other right or remedy, upon notice of Contractor’s assignment in violation of this section.
10. Independent Contractor. The parties hereto specifically state and agree that Contractor is an independent contractor and not an employee or agent of Emory. Contractor assumes full responsibility for payment of all taxes, including federal, state and local taxes, arising out of Contractor’s activities under this Agreement. Except as provided to the contrary in this Agreement, nothing herein will be deemed to create any other relationship between the parties including, without limitation, a partnership relation, an agency relation or an employer/employee relation. Accordingly, personnel supplied by either party will be deemed employees of such party and will not, for any purpose, be considered employees or agents of the other party or have any authority to act on behalf of the other party. Contractor expressly releases Emory from any liability arising from Emory’s failure to withhold such taxes, and Contractor shall indemnify, defend and hold Emory harmless from all liability it may incur as a result of any such failure. Contractor shall have no claim against Emory hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
11. Governing Law. This Agreement shall be interpreted and enforced under the laws of the state of Georgia, without regard to its choice of law rules.
12. Binding effect. This Agreement is binding upon the heirs, personal representatives, successors, and permitted assigns of both parties.
13. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any previous Agreements, understandings, or agreements of the parties, whether verbal or written, concerning the subject matter of this Agreement.
14. Amendment. No amendment to this Agreement shall be valid unless it is made in a writing signed by the authorized representatives of the parties.
15. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision hereof.
16. Force Majeure. No party shall be in default hereunder if such party cannot fulfill any of its obligations, or is delayed in doing so, if the inability is due to an act of God, physical disability, act or regulations of public authorities or labor unions, labor difficulties, strike, civil tumult, war, epidemic, or any other event proven beyond their control, Contractor and Emory shall respectively be relieved of their obligations stated in this Agreement, and any funds paid in advance shall be immediately repaid to Emory in full.
17. Severability. In the event that any provision of this Agreement is held unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect.
18. Notices. All notices required to be given under this Agreement shall be deemed given when delivered by email, certified mail, return receipt, or on the next business day following delivery by facsimile transmission if a facsimile telephone number is shown below, to the designated representatives of the parties. A party may change its designated representative or address at any time by written notice in the same manner as for any other notice. The initial representatives of the parties are as follows:
If to Emory:
Associate Director, Contracts
Emory University School of Medicine
100 Woodruff Circle NE, 4th Floor
Atlanta, GA 30322
FAX 404.727.0473
If to Contractor:
Name: ______
Bus. Name: ______
Address: ______
City, State, Zip: ______
Telephone: ______
E Mail: ______
19. Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
20. Affirmative Action. The parties agree that, in fulfilling their respective obligations and duties under this Agreement, they shall not discriminate against any individual or group on the basis of race, religion, age, sex, national origin, citizenship, disability, sexual orientation, genetic information, or veterans/national guard/military reserve status. The provisions of 41 C.F.R. Section 60-1.4, Section 60-250.5(a) and Section 60-741.5(a) pertaining to affirmative action obligations are incorporated herein by reference.
21. Tobacco Free Policy. Contractor acknowledges that Emory is a tobacco-free campus to improve the health of its community members, as such the use or sale of tobacco products in or on Emory-owned or Emory-leased property is prohibited. This policy applies to faculty, staff, students, contractors, vendors and visitors. The use of tobacco products, including smokeless tobacco, clove cigarettes and e-cigarettes, is not permitted on any Emory-owned or leased property, which includes but is not limited to, buildings, Emory grounds, parking areas, walkways, recreational and sporting facilities and Emory-owned vehicles. This prohibition includes smoking in personal vehicles parked on Emory grounds.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.
Emory University by and through
its School of Medicine Contractor
By: By: ______
(signature) (signature)
Name: Name:______
(print) (print)
Title: Associate Director, Contracts
Appendix A
Media Release