Independent Contractor Agreement
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This Independent Contractor Agreement (“Agreement”) is made and entered into by the undersigned parties: (known as the “Contractor”) and consulto
In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:
The term of this Agreement shall begin on the day of registration on our website and continue unless terminated earlier as set forth in this Agreement. The term of this Agreement may be extended by mutual agreement between the parties.
The Contractor will provide the following services:
Online Medical Consultation
The Contractor Main Responsibilities and duties cover the following:
- Provide Online medical Consultation based on her/his medical credentials and law based on his/her countries.
- Communicate and provide the consultations through Consulto end to end encryption video and voice conference .
- Provide the service through the Health information system solution of Consulto
The Contractor will provide the services to the business as an independent contractor and not as an employee .
- The Business agrees that the contractor has the liability and responsibility for the withholding, collection or payment of any taxes, employment insurance premiums on any amounts paid by the business to the Contractor or amounts paid by the Contractor to its employees or contractors.
- The Contractor may is not qualified to participate in or to receive any employee benefits that the business may extend to its employees.
- The contractor is free to provide services to other clients, so long as such other clients are not in competition with the Business and so long as there is no interference with the Contractor’s contractual obligations to the Business .
- The contractor is free to work any time and anywhere and can be flexible without any kind of commitment.
- The contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the business.
- In consideration for the services to be performed by Contractor, Business agrees to pay back the contractor at the following rates: 90 % of the contractor’s monthly revenue plus substraction of payments receiving and sending fees.
- Contractor shall be paid within a reasonable time within the first up to the fifth day of each month.
The Following expenses is covered by the Business :-
- Online appointment scheduling platform.
- Online end to end encrpation voice and video communication .
- Health information system for medical record .
5.Confidentiality and Intellectual Property
Both Parties hereby acknowledges that it has read and agrees to be bound by the terms and conditions of Parties confidentiality and proprietary information agreement attached here to as Schedule “A” and which forms an integral part of this Agreement. If the business retains any employees or contractors of its own who will perform services hereunder, the business shall ensure that such employees or contractors execute an agreement no less protective of the contractor’s intellectual property and confidential information than the attached agreement.
All Parties hereby represents and warrants to each of them that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or the Confidentiality and Proprietary Information Agreement or to perform both parties obligations hereunder and that both will not, by providing services, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third party.
The contractor hereby agrees that, during the term of this Agreement and for one (1) year following the termination hereof, the contractor will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of any Company employee or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier of the business in a manner that conflicts with or interferes in the business Consulto conducted with such customer or supplier.
Both Parties relationship contemplated by this Agreement is to conclude on finishing of any active related Project regarding the time and place, unless terminated earlier as set forth below.
Both Parties agree that an additional advance notice or fees in lieu of notice are required in the event the relationship -terminates on finishing of any active Project regarding the time and place.
The Business may terminate this Agreement at any time at its sole discretion, upon providing to the Contractor 30 days advance written notice of its intention to do so or payment of fees in lieu thereof.
The Contractor may terminate this Agreement at any time at its sole discretion, upon providing to the Business 30 days advance written notice of its intention to do so or payment of fees in lieu thereof.
- Obligations Surviving Termination of this Agreement
All obligations to preserve Both Parties Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement.
- Entire Agreement
This Agreement, together with the Confidentiality and Proprietary Information Agreement,represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the party.
This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Neither party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party.
- Governing Law and Principles of Construction.
This Agreement shall be governed and construed in accordance with USA law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.
This Agreement is governed by the laws of the Province of New York and the parties agree to the non-exclusive jurisdiction of the courts of the Province of New York in relation to this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in effect.
IN WITNESS WHEREOF Consulto and the Contractor have caused this Agreement to be executed as of the the day of doctor registration on the website of consulto.
CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT
In consideration of your engagement as an independent contractor with Consulto (the “Business’), the undersigned (the “Contractor’) agrees and covenants as follows:
- Engagement with Consulto as an independent contractor or (“Engagement”) will give the Contractor access to proprietary and confidential information belonging to Consulto, its customers, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information’).
- Confidential Information includes but is not limited to customer lists, marketing plans, proposals, contracts, technical and/or financial information, databases, software and know-how. All Confidential Information remains the confidential and proprietary information of Consulto.
- As referred to herein, the “Business of Consulto” shall relate to the business of Consulto as the same is determined by the CEO of Consulto from time to time.
- The Contractor may in the course of the business Engagement with Consulto conceive, develop or contribute to material or information related to the Business of Consulto, including, without limitation, software, technical documentation, ideas, inventions (whether or not patent-able), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”).
- The Consulto shall exclusively own, and the Contractor does hereby assign to Consulto, all Proprietary Property which the Contractor conceives, develops or contributes to in the course of the Contractor’s Engagement with Consulto and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trademark rights in or relating to the Proprietary Property. Material or information conceived, developed or contributed to by Consulto
- The Contractor shall, both during and after the Contractor’s Engagement with Consulto, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of Consulto. The Contractor may, however, use or disclose Confidential Information which:
(1) is or becomes public other than through a breach of this Agreement:
(2) is known to the Contractor prior to the date of this Agreement and with respect to which the Contractor does not have any obligation of confidentiality; or
(3) is required to be disclosed by law, whether under an order of a court or government tribunal or other legal process, provided that Contractor informs Consulto of such requirement in sufficient time to allow Consulto to avoid such disclosure by the Contractor.
. The Contractor shall return or destroy, as directed by Consulto, Confidential Information, Proprietary Property and any other Company property to Consulto upon request by Consulto at any time. The Contractor shall certify, by way of affidavit or statutory declaration, that all such Confidential Information, Proprietary Property or Company property has been returned or destroyed, as applicable.
- The Contractor covenants and agrees not to make any unauthorized use whatsoever of or to bring onto Consulto ‘s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, confidential information or proprietary property of any third party, including without limitation any trade-marks or copyrighted materials, during the course of the Contractor’s Engagement with Consulto.
- At the reasonable request and at the sole expense of Consulto. The Contractor shall do ail reasonable acts necessary and sign all reasonable documentation necessary in order to ensure Consulto ‘s ownership of the Proprietary Property, Consulto property and all intellectual and industrial property rights and other rights in the same, including but not limited to providing to Consulto written assignments of all rights to Consulto and any other documents required to enable Consulto to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as Consulto considers advisable anywhere in the world.
- The Contractor hereby irrevocably and unconditionally waives all moral rights the Contractor may now or in the future have in any Proprietary Property.
- The Contractor agrees that the Contractor will, if requested from time to time by Consulto, execute such further reasonable agreements as to confidentiality and proprietary rights as Consulto ‘s customers or suppliers reasonably require to protect confidential information or proprietary property.
- Regardless of any changes in position, fees or otherwise, including, without limitation, termination of the Contractor’s Engagement with the Consulto , unless otherwise stipulated pursuant to the terms hereof, the Contractor will continue to be subject to each of the terms and conditions of this Agreement and any other(s) executed pursuant to the preceding paragraph.
- The Contractor agrees that the Contractor’s sole and exclusive remedy for any breach by Consulto of this Agreement will be limited to monetary damages and in case of any breach by Consulto of this Agreement or any other Agreement between the Contractor and the Consulto, the Contractor will not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary — Property.
- The Contractor acknowledges that the services provided by the Contractor to Consulto under this Agreement are unique. The Contractor further agrees that irreparable harm will be suffered by Consulto in the event of the Contractor’s breach or threatened breach of any of his or her obligations under this Agreement, and that the Company will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a temporary or permanent injunction restraining the Contractor from engaging in or continuing any such breach hereof. Any claims asserted by the Contractor against Consulto shall not constitute a defense in any injunction action, application or motion brought against the Contractor by Consulto.
- The Contractor outside work hours on Consulto premises or through the use of Consulto ‘s property and/or assets shall also be Proprietary Property and be governed by this Agreement if such material or information relates to the Business of Consulto. The Contractor shall keep full and accurate records accessible at all times to Consulto relating to all Proprietary Property and shall promptly disclose and deliver to Consulto all Proprietary Property.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above written.
Business Owner Contractor By: CEO
Appointments Cancellation OR Modification Policy :
Kindly be informed that cancellation or modification is allowed at least 48 hours before your appointment
according to the following rules :1) Patient Cancellation Policy :
1.1 If a patient wants to cancel his appointment 48 hours -or more- before appointment time,
it’s free but transfer fees (10%) will be subtracted from his consultation fees,
then the remaining 90% will be refunded to patient.
1.2 If a patient wants to modify his booking 48 hours before appointment time -or more- to be with the
same doctor but another time, it’s okay but patient should pay 20% of consultation fees.
1.3 If a patient wants to modify his booking 48 hours before appointment time – or more- to be with
another doctor, then patient should pay the difference in consultation fees if the second doctor
consultation fees are more than that of the first doctor, otherwise consulto will pay the difference,
still 20% of consultation fees of the first doctor should be paid by patient in this case.
1.4 If a patient wants to cancel his appointment less than 48 hours before appointment time,
then consultation fees can not be refunded.2) Doctor Cancellation Policy :
2.1 If a doctor wants to cancel an appointment anytime before it’s time, then 100%
of consultation fees will be refunded to patient, doctor should pay 10% of consultation fees
2.2 If a doctor wants to modify an appointment anytime before it’s time, then doctor should update his calendar with his new available time and notify the website administrator on email@example.com to inform the patient with the modified appointment, if paitent requested cancellation then rule 2.1 will be applied.