Laboratory Consultant Agreement
This independent contractor agreement (“Agreement”) is made by and between Doctors Connection Laboratory Services, (“The Company”) a Texas Limited Liability Company & (The Contractor(s)”) effective on the date of the signature at the end of this agreement.
WHEREAS, Company is engaged in the marketing of products to physician’s clinics, hospitals or similar setting and is in need of individuals/entities, who or which will be able to promote, develop, expand and support the Company’s laboratory services, medical devices, capital equipment, testing devices and medical supplies to health care providers throughout the states where Company is licensed or authorized to do business; and
WHEREAS, Contractor has experience in providing business development and marketing services on behalf of private clinics and health care facilities; and
WHEREAS, Company desires to engage Contractor as a Marketing Representative;
NOW, THEREFORE, in consideration of the foregoing premises, and the terms, covenants and conditions set forth in this Agreement, and for other good and valuable consideration, the parties, desiring to be legally bound, agree as follows:
a) The Company hereby reserves the right to perform marketing activities and solicit any of its products or services, including, but not limited to, the Products, within the Territory during the Term of this Agreement; provided, however, the Company agrees during the Term of this Agreement not to permit other product reps under the Company’s control to market to the individuals or organizations on the Contractors protected customers list.
This agreement may be terminated immediately upon the occurrence of the following events:
(a) the mutual written agreement of Company and Contractor to terminate this Agreement;
(b) the resignation of Contractor, provided that Contractor provides at least 30 days prior written notice;
(c) the election of Company, without cause, to terminate the Contractor’s engagement
(e) any event or violation which constitutes “just cause” for termination pursuant to Paragraph 17, below, in which case Company may terminate this Agreement immediately.
f) all business in designated accounts were to cease and/or performance metrics are not met
The Company has the right to change or terminate this contract and any or all services rendered by the Contractor at any time, without notice. The Company may terminate this Agreement immediately for any event which constitutes “just cause” below:
a) Dishonesty or Misrepresentation of the Company
b) Enticement of an existing or potential referral source at any time
c) Unprofessional conduct that has a negative effect on the Company’s reputation
d) Market, advertise, promote, or solicit the sale of or refer potential customers to any Person with respect to products that are in competition with the Products we carry
e) Contractor’s failure, in Company’s sole discretion, to perform duties outlined in Appendix A
f) Exclusion under section 42 U.S.C. §1320(a)-7 or any violation of Section 18 of this agreement
g) Contractor’s failure to materially abide by rules & regulations & compliance policy of the Company
h) Contractor’s conviction of a felony or a crime of moral turpitude
j) Make any representation to any Person which conflicts with the Company’s pricing of Products, including information regarding the Company’s rebate programs.
k) Falsifying any documents such as orders ,other documents, doctors signature, etc.
l) Attempt to violate any of the following: Federal Anti-Kickback Statute, Physician Self-Referral Law, False Claims Act, Medicare Fraud & Abuse, Stark Law, HIPAA Compliance & the Safe Harbor Act.
m) All activity ceases in the contractor's accounts
18. Compliance: The Contractor agrees to take part in company provided product training and confirm understanding of following topics as it pertains to medical practices at a federal level:
a) Federal Anti-Kickback Statute
b) False Claims Act (FCA)
c) Medicare Fraud & Abuse
d) Stark Law
e) HIPAA Compliance
f) Safe Harbor Act: Law and Ethics in Clinical Practice
No Debarment/Exclusion: The contractor and contractor’s representatives certify to the fact that there is no exclusion under section 42 U.S.C. §1320(a)-7. (Exclusion of certain individuals and entities from participation in Medicare and State health care programs). Exclusion under 42 U.S.C. §1320(a)-7 will result in immediate termination of this contract. A background check will be done on all new independent contractors through the Office of the Inspector General, US Dept of Health & Human Services.
The Contractor agrees to watch & listen to the following OIG Compliance Training Video's:
Federal Anti-Kickback Statute (4.44 min)
Physician Self-Referral Law (4.19 min)
False Claim Act (4.15 min)
If Contractor receives notice of an actual or threatened inspection, investigation, inquiry, import or export ban, Product seizure, enforcement proceeding, or similar action by a Governmental Authority with respect to any Party’s activities in connection with any Product, the Contractor will Notify the Company, within 48 hours after its receipt of such notice, of the action and will deliver to the Company, within a further 24 hours, copies of all relevant documents received from the Governmental Authority.
19. Entire Agreement: This agreement constitutes the entire agreement between the parties and correctly sets forth the rights, duties, and obligations of all the parties as of the effective date of this contract.
20. Waiver: The failure of either party to insist upon strict adherence to any term, covenant or condition of this Agreement on any occasion shall not be considered a waiver or relinquishment of any right of such party or parties to insist upon strict performance of that term, covenant, or condition, or any other term, covenant or condition, of this Agreement at any time thereafter.
21. Indemnity: Contractor agrees to indemnify, defend and hold harmless Company from and against any actions on the part of Contractor in entering into this Agreement which may be a breach of any other agreement to which Contractor is or was a party.
22. Choice of Law: Jurisdiction & Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Contractor and Company consent to the filing of an action in, and hereby personally submit to the jurisdiction of, the state or federal courts located in the State of Texas and further agree that such courts shall be exclusive courts of jurisdiction and venue for any litigation which Contractor may file. Contractor and Company hereby consent to service of process in any such action by notice given in accordance with the terms of this Agreement.
23. Attorneys’ Fees. In the event that any Action is instituted or commenced by either Party against the other Party arising out of, related to, or resulting from this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees and arbitration or court costs from the non-prevailing Party.
APPENDIX A-Contractor Responsibilities Primary Responsibilities: The contractor will provide marketing services, management and support for its representatives and accounts and function as the first point of contact for the products outlined in Appendix B in a geographical territory. This may include providing educational presentations on products, marketing to new and existing customers, in-servicing office staff on proper testing protocol and assistance on interpreting reports and ongoing account maintenance. Contractor will work with Doctors Connection to keep an updated spreadsheet of its representatives & clients in the territory. Contractor must register any existing and/or new marketing reps with Doctors Connection and reps must sign and return an NDA prior to releasing any company information and failure to do so may result in suspension or non-payment of the service fee.
Training The Contractor and its Representatives will attend product training sessions and compliance training as required by the Company relating to its obligations under this Agreement and its marketing, advertising, promoting, and soliciting of Products in the Territory. The details of such training will be provided by the Company to the Contractor.
Compensation In consideration for the services to be performed by Contractor, Company agrees to pay Contractor the fees set forth on APPENDIX B.
Notwithstanding any terms to the contrary in this Agreement, Company agrees to pay Contractor the fees set forth on APPENDIX B that accrue prior to the termination of this Agreement; provided, however, that Company will have no further obligation to pay Contractor any fees under this Agreement after payment to Contractor of any such amounts for services performed after the termination date.
As this is a contract position, you will be responsible for paying mileage, auto expenses & any other related expenses. A monthly statement be provided for all business activity.
APPENDIX B –Service Fee & Service Area
For marketing services provided under this agreement, the Company will pay the contractor an annual flat fee of $50,000 paid on a biweekly basis (the 1st and 15th) to market laboratory services in the territory according to job title and description. The Company shall also pay performance-based bonuses on key metrics such as product presentations to new accounts, ongoing clinical education for staff, timely submission of paperwork, the ability to handle customer inquiries and complaints to provide appropriate solutions and alternatives within appropriate time limits, maintaining sufficient inventory levels, territory growth and maintaining an established account for a 12 month period. Please note if activity ceases in the contractor's accounts, the monthly fee will be discontinued.
The Contractor must register a new account via email with a new client form, initial order or demo request (depending on product line) to deem the account “protected”. A Contractor Account that does not produce business for a 60 day period shall no longer be considered a Contractor’s Account and may be reassigned at the company’s sole discretion.
IN WITNESS WHEREOF, the parties hereby agree to the terms, covenants and conditions of this Agreement as of the date reflected on the electronic signature stamp.
Leave this empty:
Your legal name
Your email address
If you have questions about the contents of this document, you can email the document owner.
Document Name: Laboratory Consultant Agreement
Agree & Sign