This Consulting Agreement (the “Agreement”) is entered into TODAY between the APPLICANT (you) and Office of Medical and Scientific Justice, a 501(c)(3) non-profit corporation, having its principal offices at Irvine, California.
The APPLICANT, (hereinafter referred to as “Client”), and Office of Medical and Scientific Justice (OMSJ), an independent contractor (hereinafter referred to as “Consultant”).
A. The Client desires to obtain the services of Consultant on its own behalf and Consultant desires to provide consulting services to the Client upon the terms and conditions in this Agreement.
B. The Client has sensitive Health Information the Client desires to remain confidential.
C. The Client’s Health Information, as defined below, shall necessarily be communicated to or acquired by Consultant in the course of providing consulting services to the Client, and the Client desires to obtain the services of Consultant and to protect its Health Information.
D. Consultant is a non-profit entity engaged in cases involving medical and scientific corruption. Nothing in this Agreement shall be construed to conflict with Consultant’s obligations and duties as such, including Consultant’s duties to protect information that is confidential, to not to disclose such protected information regarding other matters to Client or any third party, and to fully comply with all laws and regulations pertaining to Consultant.
Accordingly, the parties agree as follows:
1. Consulting Period
(a) Term The Client hereby retains the Consultant and Consultant agrees to render to the Client those services described in Scope of Services, Exhibit A, incorporated by reference and attached hereto, for the period (the “Consulting Period”) commencing on the date of this Agreement and continuing through the time specified in Exhibit A, not to exceed 365 days, unless mutually agreed upon in writing by Client and Consultant.
(b) Termination At any time, either party may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving ten (10) days advance written notice to the other party. The Client shall pay Consultant the compensation to which the Consultant is entitled pursuant to Section 3(a).
2. Duties, Responsibilities
(a) Consultant hereby agrees to provide and perform for the Client those services set forth in Exhibit A.
(b) Client hereby agrees to provide compensation and reimbursement for reasonable business expenses, including postage and long-distance fees, incurred by Consultant under the scope of this agreement.
3. Compensation, Benefits, Expenses
(a) Compensation In consideration of the services to be rendered hereunder, Consultant shall be paid $1,500.00 payable at the time and pursuant to the procedures as set forth in Exhibit A.
(b) Benefits Other than the compensation specified in Sections 3(a) and 5(c), Consultant shall not be entitled to any direct or indirect compensation for services performed hereunder.
4. Health Information
(a) Defined “Health Information” is all information directly related to the health and medical records and status of the Client. Examples include all personally identifying information, medical records, medical bills, identities of physicians or health providers, and any documents provided to Consultant by Client.
(b) Consultant agrees to hold all Client’s Health Information in strict confidence and trust for the sole benefit of the Client and not to, disclose, use, copy, publish, or summarize, except to the extent necessary to carry out Consultant’s responsibilities under this Agreement.
All notices or other communications required or permitted hereunder shall be made in writing. Communication to the Consultant shall be deemed to have been duly given if delivered by email at email@example.com Communication to the Client shall be deemed to have been duly given if delivered at your listed email. Notice of change of address shall be effective only when done in writing and sent in accordance with the provisions of this Section.
6. Amendments; Waivers
This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by a duly authorized representative of the Client and the Consultant. By an instrument in writing similarly executed, either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity.
7. Interruption of Service:
Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. Except for mandatory services set forth in Exhibit 1, in the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.
8. Severability; Enforcement
If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.
9. Rules of Construction
The language in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either the Client or the Consultant. Section headings in this Agreement are for convenience only and are not to be construed as a part of this Agreement or in any way limiting or amplifying the provisions hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.
10. Governing Law
The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law of the State of California.
11. Binding Arbitration
The Client and the Consultant agree this Agreement necessarily impacts interstate commerce. In addition, the Client and the Consultant agree that any dispute arising from the performances of this Agreement or with respect to any information gained as a result of the relationship formed by this Agreement shall be resolved by arbitration, conducted in accordance with the rules of the American Arbitration Association. Both the Client and the Consultant knowingly and voluntarily waive any right to a judge or jury trial to resolve disputes arising out of this Agreement or with respect to any information gained as a result of the relationship formed by this Agreement.
12. Good Faith
The Client states that all information given to the Consultant is, to the best of the Client’s knowledge, true and accurate and given to the Consultant in a good faith basis to resolve the issues presented to the Consultant and contemplated by this Agreement. The Client and Consultant agree that the damages from any false or misleading information given to the Consultant will be difficult to calculate. As a result, the Client agrees that in the event the Client purposefully misleads the Consultant or provides false and misleading information to the Consultant, the Client will be liable for liquidated damages against the Client in an amount of $100,000.00 (One Hundred Thousand Dollars).
13. Independent Contractor
The Consultant shall operate at all times as an independent contractor of the Client. This Agreement does not authorize the Consultant to act for the Client as its agent or to make commitments on behalf of the Client. The Client shall not withhold payroll taxes, and neither Consultant shall not be covered by health, life, disability, or worker’s compensation insurance of the Client.
14. Ability to Enter Into Agreement
Each party represents and warrants to the other party that this Agreement has been duly authorized, executed and delivered and that the performance of its obligations under this Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound.
15. Entire Agreement
The terms of this Agreement are intended by the parties to be in the final expression of their agreement with respect to the retention of Consultant by the Client and may not be contradicted by evidence of any prior or contemporaneous agreement.
The parties have duly executed this Agreement as of the date first written above:
Services to be Provided
The Client requests that the Consultant assist in the preparation of a series of correspondence with the Client’s healthcare providers in an effort to establish the means, procedures, tools, tests, evaluation, and other information related to the healthcare providers testing, declaring, and/or diagnosing the Client with respect to HIV.
The Consultant will prepare the correspondence based on the information given to the Consultant by the Client. The correspondence will be prepared for the Client’s signature and, if the Client chooses, the Client may sign the letter and mail it to the healthcare provider. If the Client chooses to mail the correspondence, the Client agrees to make a copy of the signed correspondence and mail it by certified mail, postage prepaid, return receipt requested. Further, the Client agrees to give a copy of the signed correspondence, the return receipt, and any and all responses from the healthcare provider.
The Consultant does not promise any specific outcome or anything other than the preparation of correspondence by the Consultant for the Client. The Consultant will use its knowledge of the field of HIV, including the testing, evaluation, and diagnosis of the HIV, to prepare a series of correspondence to the Client’s healthcare providers.
The Consultant agrees to draft no more than five (5) pieces of correspondence for the Client to each healthcare provider. The correspondence will seek to have the healthcare provider respond and explain in detail the precise steps, techniques, tools, tests, evaluations, and information used with respect to the Client’s HIV testing, diagnosis, and/or treatment. It will be up to the sole discretion of the Consultant whether to draft any correspondence beyond the five pieces of correspondence detailed in this Agreement.