SERVICES AGREEMENT
This Services Agreement ("Agreement"), made effective as of ____________________, and is entered into by and between Minerva Global Solutions LLC, an Ohio LLC doing business as Minerva Global Solutions ("Minerva Global Solutions"), whose address is 850 Euclid Ave St 819 44391, Cleveland, Ohio, 44114, and ________________________ ("Client"), whose address is ____________________________________________________ (collectively, "Parties" or individually as "Party"), with reference to the recitals of facts and intentions and for the purpose of confirming the covenants hereinafter set forth.
RECITALS
WHEREAS, Minerva Global Solutions provides Remote Executive Partner Services, defined below, to medical professionals by using independent contractors located in the Philippines ("Remote Executive Partners"). As used herein, "Remote Executive Partner Services" means and includes transcription services, in-room live meetings and patient chartings, office, and administrative services.
WHEREAS, Client is a medical professional and desires to receive Remote Executive Partner Services.
WHEREAS, the Parties desire to enter into this Agreement pursuant to which Minerva Global Solutions will provide Remote Executive Partner Services for Client through the Remote Executive Partners on the terms and conditions set forth herein.
COVENANTS
In consideration of the foregoing recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:
1. Remote Executive Partner Services. Subject to the terms and conditions set forth herein, Minerva Global Solutions shall cause the Remote Executive Partners to provide those Remote Executive Partner Services selected and requested by Client from time to time. Client shall utilize Minerva Global Solutions's website, system, and protocols to establish an account and payment method for the Remote Executive Partner Services, and agrees to execute and acknowledge all documents and forms necessary or desirable therefor as promulgated by Minerva Global Solutions from time to time. Client shall provide Minerva Global Solutions with information and assistance from time to time as is necessary or desirable to enable Minerva Global Solutions to cause the Remote Executive Partners to provide the Remote Executive Partner Services hereunder, including proper spelling of patient names, demographics, medical terms, and identification and billing codes. The system and procedures for providing the Remote Executive Partner Services are further set forth on Minerva Global Solutions's website, and Client agrees to review and comply with such systems, procedures, and protocols and the terms thereof.
2. Consideration
As consideration for the Remote Executive Partner Services, Client shall pay Minerva Global Solutions an hourly rate for each hour, or portion thereof rounded up to the nearest half- hour, of Remote Executive Partner Services provided hereunder ("Fees") in accordance with Minerva Global Solutions's then-current fee schedule ("Fee Schedule"). The Fee Schedule shall be posted on Minerva Global Solutions's website, and modified and amended from time to time in Minerva Global Solutions's sole discretion. The Fees for any Remote Executive Partner Services requested or provided after posting a modified or amended Fee Schedule shall be billed, due, and payable in accordance with the increased Fee Schedule. Fees are billed once per week for services rendered the week prior. Clients are required to keep a credit card on file in their account. Fees are charged to the credit card on file. Clients may revoke the credit card authorization in writing at any time. Taxes, social security, and other deductions shall not be withheld from the Fees, and Minerva Global Solutions acknowledges that it will be responsible for payment of any taxes that may be due with regard thereto.
3. Compliance; Accuracy
The Parties acknowledge and agree that Remote Executive Partners are not employees of Minerva Global Solutions, and Minerva Global Solutions is not an employee of Client, and nothing contained herein shall be deemed to prohibit Minerva Global Solutions from causing Remote Executive Partner Services to be provided to other individuals or entities. Minerva Global Solutions has no access to any protected health information and in the event Client provides the Remote Executive Partners access to protected health information, the Remote Executive Partners shall not retain any such information. While Remote Executive Partners hold certificates of Health Insurance Portability and Accountability Act ("HIPAA") compliance training, Client shall be solely and exclusively responsible for complying with all laws, rules, regulations, and codes applicable to Client and its business ("Laws"), including, but not limited to, (i) complying with HIPAA and ensuring that the Remote Executive Partners are in compliance therewith as well as Client's related policies and procedures, (ii) executing any business associate agreement or confidentiality agreement desired or required by Client or mandated by applicable Laws, and (iii) providing secure software, electronic storage and related equipment, telephone, facsimile, and virtual private network services, and internet connections in order to receive the Remote Executive Partner Services, including any Transcription Reports, defined below. Client shall be solely responsible for timely reviewing for accuracy any and all information and documentation provided to Client by the Remote Executive Partners, including charts and electronic medical records, reports, transcriptions, and related information and documentation ("collectively, "Transcription Reports"). Client acknowledges and understands that Minerva Global Solutions has no access to the Transcription Reports, does not review or monitor the Transcription Reports, and is not responsible for errors or omissions therein.
4. Termination
The Remote Executive Partner Services provided hereunder shall be at the request of Client, and Minerva Global Solutions's agreement to render the same, from time to time. Neither Party is required to request or provide Remote Executive Partner Services, and this Agreement may be terminated at any time for any reason upon notice thereof to the other Party. Upon termination of this Agreement for any reason, unpaid Fees for Remote Executive Partner Services previously provided shall be due and payable in full.
5. Limitation of Liability; Liquidated Damages
As part of the consideration for causing the Remote Executive Partners to perform the Remote Executive Partner Services, Client and Minerva Global Solutions have agreed to the following: Client hereby covenants and agrees to indemnify and hold Minerva Global Solutions harmless from and against any liability, loss, injury, damage, claim, cause of action, or expense (including cost of defense) imposed upon, incurred, or suffered by Minerva Global Solutions by reason of Client's act or omission, including, but not limited to, failure to comply with Laws, failure to ensure the Remote Executive Partners have complied with Laws applicable to Client, and breach of this Agreement. In the event Minerva Global Solutions breaches this Agreement or Minerva Global Solutions is otherwise liable to Client for any reason, whether arising under contract, warranty, tort, negligence, strict liability, or any other theory of liability, the Parties hereby stipulate and agree that THE MAXIMUM AMOUNT Minerva Global Solutions SHALL BE LIABLE OR RESPONSIBLE FOR, AND THE MAXIMUM AMOUNT CLIENT IS ENTITLED TO RECEIVE FROM Minerva Global Solutions (INCLUSIVE OF COSTS OF SUIT, OUT OF POCKET EXPENSES, AND OTHER DAMAGES), SHALL BE THREE (3) TIMES THE AMOUNT OF THE FEES PAID OR DUE FOR Remote Executive Partner SERVICES RENDERED DURING THE THIRTY (30) DAYS PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY. Under no circumstances shall Minerva Global Solutions be liable or responsible for Client's costs or expenses relating to failure to comply with any Laws, or for the Remote Executive Partners' failure to provide accurate Transcription Reports. Neither Party shall be liable for special, indirect, incidental, consequential, exemplary, lost profits, or punitive damages whether arising under contract, warranty, tort, negligence, strict liability, or any other theory of liability. The foregoing limitation of Minerva Global Solutions's liability to three (3) times the amount of the Fees includes liability for any act or omission of Minerva Global Solutions or the Remote Executive Partners, and costs, expenses, and damages Client incurs as a result thereof. The parties acknowledge that the foregoing liquidated damages are not intended as a penalty, but are intended (i) to reflect the fact that actual damages may be difficult and impractical to ascertain; (ii) to allocate risk among Minerva Global Solutions and Client, and (iii) to enable Minerva Global Solutions to cause the Remote Executive Partners to provide the Remote Executive Partner Services and the Transcription Reports at the stated Fees. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other for any third-party claims even if a Party has been apprised of the likelihood of such damages.
Client hereby acknowledges and agrees to the foregoing limitation of Minerva Global Solutions's liability
____________ Client Initials
6. Disclaimer of Express and Implied Warranties
Minerva Global Solutions provides no representation, warranty, or guaranty regarding the Remote Executive Partner Services, and the Transcription Reports shall not be deemed a representation, warranty, insurance, or guaranty of the content thereof. To the maximum extent permitted under Ohio law, all such representations and warranties are hereby disclaimed and excluded.
7. Independent Contractor
Minerva Global Solutions is an independent contractor and nothing in this Agreement shall be construed as creating an employment relationship, agency, partnership, or joint venture between the Parties. Minerva Global Solutions shall control and direct the methods by which it performs its responsibilities hereunder. Except as provided herein, neither Party is authorized to act on behalf of the other in any other matter whatsoever.
8. Miscellaneous
The Parties acknowledge that time is of the essence for each and every obligation arising hereunder. In the event either Party brings any action for any nature, whether in equity or at law, arising under or out of this Agreement or on account of any breach or default hereof, the prevailing Party shall be entitled to receive from the other Party its reasonable attorneys' fees, and other costs and expenses relating thereto. Each Party represents and warrants to the other that it has the right to enter into this Agreement and to perform its obligations hereunder. If any provision of this Agreement or the application thereof to any Party or under any circumstance shall in any way be held in invalid or unenforceable, the remaining provisions of this Agreement, and the application of such provision to the Parties or under the circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable laws.
This Agreement shall be binding upon and insure to the benefit of the Parties hereto and their respective heirs, successors, and permitted assigns. Neither Party may assign this Agreement without the consent of the other Party. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of Ohio, both statutory and decisional, and venue for any action hereunder shall be Cuyahoga County, Ohio, and the Parties hereby submit to such jurisdiction. This Agreement may not be amended, modified, supplemented, or altered except by an instrument in writing executed by both of the Parties hereto. The captions of articles and paragraphs hereof are for reference and convenience only and shall not be deemed to limit, construe or affect the meaning of such articles or paragraphs. All capitalized terms used herein not otherwise defined shall have their meanings as ascribed to them and defined in the Declaration.
This Agreement and the information on Minerva Global Solutions's website, which is incorporated herein by reference, contain all of the agreements and understandings between the Parties hereto with respect to the subject matter hereof, and no representations, covenants, agreements, or commitments have been made to, or relied upon by, either of the Parties hereto which are not specifically set forth herein or on Minerva Global Solutions's website. This Agreement may be executed in several counterparts and by electronic or PDF signature, each of which shall be an original, but all of which shall constitute one and the same instrument. Neither Party intends, in any manner whatsoever, to create an interest or beneficiary in any third party.
All notices will be in writing and delivered to the addresses set forth above or at such other addresses as either Party specifies in writing. Notices will be deemed effectively given: (a) upon two (2) days after being sent by certified or registered mail, postage prepaid, return receipt requested; (b) upon the next business day after being sent overnight by a major U.S. overnight document courier; or (c) upon receipt of confirmation following transmission via facsimile or email if sent on a business day during business hours (otherwise, deemed received six (6) hours after the beginning of the next business day) if followed by a hard copy sent by mail using one of the delivery methods in (a) or (b) above. Failure of either Party to insist upon strict performance of this Agreement, or to exercise any option herein, shall not be construed as a modification or waiver of any provision, right, or obligation under this Agreement.
During the term of this Agreement and for a period of one year after termination, Client shall not, without the written consent of Minerva Global Solutions, solicit for hire nor knowingly allow any of its employees, agents, officers, directors, members, managers, partners, or representatives to solicit for hire, any Remote Executive Partner who is associated with or involved in the performance of providing Remote Executive Partner Services hereunder.
In Witness Whereof, the undersigned have caused this Agreement to be executed as of the date and year first written above.
Minerva Global Solutions LLC