This contract is required to begin services with Holistic Practice Management / Market My Holistic Practice.
The signature on this form is legally binding according to ESign laws. By completing this form you consent to the ESign process.
You will be provided with a PDF version of the completed agreement for your records.
This Agreement is made effective as of:
Between Holistic Practice Management / Market My Holistic Practice (HPM) and:
Having its principal office at:
(each a “Party” and collectively the “Parties”) and describes the terms and conditions pursuant to which HPM will provide certain administrative and/or marketing services to the Client.
In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
1. Duties of Parties
1.1 Duties of HPM: HPM shall provide Client with services which may include some or all of those outlined in the contained work order, which is attached hereto as Exhibit A and incorporated herein by reference (“Services”).
1.2 Additional Services: Any services beyond those described in Exhibit A shall be at the mutual agreement of the parties and at HPM’s standard rates.
2. Relationship of Parties
2.1 Independent Contractors: Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party.
2.2 Contact Person: Each party will appoint in writing an employee or independent agent of such party to act as the “Contact Person” for all communications between the parties related to the Services. Each party may change its Contact Person upon written notice to the other.
2.3 Non-solicitation: Client and HPM acknowledge and agree that each other’s employees and independent agents are valuable assets to each and are difficult to replace. Accordingly, each Party agrees that, for a period of Twenty Four (24) months after the completion of the Services, it will not solicit for employment as an employee, independent contractor or agent, any employee, contractor or agent of the other party. “Solicit” shall not be deemed to include advertising in newspapers or trade publications available to the public.
2.4 Promotional Assistance: HPM intends to use Client’s name in a listing of HPM’s clients in advertising, marketing or similar materials. Before so using Client’s name, HPM shall inform Client. Client may withhold permission. Client further agrees to consider, upon HPM’s request, to act as a reference of HPM in talking to the media, potential financing sources for HPM or other potential clients.
3. Fees and Payments
3.1 Fees: Client shall pay to HPM the fees and expenses according to the schedule attached hereto as Exhibit B. HPM will charge the Client on the first of every month through credit card processing.
3.2 Due to frequent billing issues and the need to meet payroll by the 14th of each month, starting June 2018, if your card declines, you will have until the 10th of the month to update your card and pay your invoice, or we will add 8% to your bill.
If you have not paid your total invoice by the next billing cycle, we will suspend your services until the balance is paid in full. If we are your phone service provider, we will forward your calls to the cell phone number we have on file for you.
Should you need to update your credit card information for the next billing cycle you need to do that at least one week before the end of the month by calling Patty between the hours of 11:00 am EST and 4:00 pm EST Monday - Friday at (585) 594-8154.
4. Confidential Information
4.1 In order to assist HPM in the performance of this Agreement, Client may provide HPM with confidential information including, but not limited to, patient information, calendars, products names, processes, and compilations of information, records and specifications which are owned or licensed by Client (hereafter "Confidential Information").
4.2 HPM shall use at least the same degree of care to protect and prevent unauthorized disclosure of any Confidential Information as it would use to protect and prevent unauthorized disclosures of its own proprietary information unless such information (a) was known to HPM prior to receipt of the Confidential Information directly or indirectly from Client; (b) is now or becomes known to HPM through no act or failure to act on the part of HPM or of any person under any obligation of confidentiality to Client; or (c) is now or becomes generally known or available to the public. HPM shall use Confidential Information only in the performance of this Agreement. No other use of Confidential Information, whether for HPM’s benefit or for the benefit of others, shall be permitted.
4.3 In no event is HPM authorized to disclose Confidential Information without the prior written approval of Client. The terms of this paragraph shall be binding during and subsequent to termination of this Agreement.
5. Respectful Cooperation
The client understands that the receptionists are human beings. While they are well trained, competent, and dedicated, they are capable of human error. The client agrees to be respectful and clear in all communication with HPM staff.
The client understands that HPM uses VOIP phones. VOIP are the most powerful, flexible, and cost effective telephony solution available today, but the client understands that there are occasional bugs and glitches. HPM does its best to prevent and address these issues, but they may still happen.
WHEREAS, the US Department of Health and Human Services (“HHS”) has issued final regulations, pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy of individually identifiable health information obtained, created or maintained by certain entities, including health care providers (the “HIPAA Privacy Rule”); and
WHEREAS, the HIPAA Privacy Rule requires that the Client enter into this Agreement with HPM in order to protect the privacy of individually identifiable health information maintained by the Client (“Protected Health Information”, or “PHI”); and
WHEREAS, HPM and its employees and contractors may access paper and/or electronic records containing PHI in carrying out HPM’s obligation to the Client. The Parties desire to enter into this Agreement to protect PHI.
HPM may use and disclose PHI to provide the Services, but only the minimum necessary. HPM represents to Client that any disclosure it makes will be permitted under applicable laws, and HPM will obtain reasonable written assurances from any person to whom the PHI will be disclosed that the PHI will be held confidentially and used or disclosed only as required and permitted under the HIPAA Privacy Rule and other applicable laws.
HPM shall, at termination or expiration of this Agreement or any extension thereof, return or destroy all PHI created or received by HPM on behalf of the Client. If such return or destruction is not feasible, HPM will notify Client in writing, and will thereupon extend the protections of this Agreement to the PHI and limit further uses and disclosures to those purposes that make the return or destruction infeasible.
This Agreement will automatically terminate without any further action of the Parties upon termination of HPM services for Client, provided, however, certain provisions and requirements shall survive such termination in accordance with the paragraphs 4 and 5 above.
7. Limited Warranty and Limitation of Liability
HPM represents and warrants that it is experienced in providing the Services and that it currently employs and subcontracts and will continue to employ and subcontract the requisite staff necessary to perform its obligations hereunder. HPM further warrants that it will perform the Services in a good, workmanlike, and professional manner. Client’s remedy for breach of the foregoing warranties shall be the re-performance of the relevant Services free of charge. With the exception of the foregoing warranty, HPM makes no warranties, whether express, implied, or statutory, regarding or relating to Services furnished or provided to Client under this Agreement. HPM specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the documentation and said other materials and Services, and with respect to the use of any of the foregoing.
In no event will HPM be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover, or indirect, special, incidental, or consequential damages of any kind in connection with or arising out of the furnishing, perfoce use of the Services, whether alleged as a breach of contract or tortuous conduct, including negligence, even if HPM has been advised of the possibility of such damages. In addition, HPM will not be liable for any damages caused by delay in furnishing the Services. HPM’s liability under this Agreement for damages will not, in any event, exceeds the fees paid by Client to HPM under Section 3.1 of this Agreement.
The provisions of this Section 5 allocate risks under this Agreement between Client and HPM. HPM’s pricing reflects this allocation of risk and limitation of liabilities. No action arising out of any breach or claimed breach of this Agreement or the transactions contemplated by this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. For purposes of this Agreement, a cause of action will be deemed to have accrued when a party knew or reasonably should have known of the breach or claimed breach. No employee, agent, representative, or affiliate of HPM has authority to bind HPM to any oral representations or warranty concerning the Services. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
8. Term and Termination
8.1 The term of this agreement shall be for six months. Early termination must be agreed upon by both HPM and client. Early termination of this contract by the client will result in a $50.00 early termination fee.
8.2 Any provision of the Agreement, which by its terms imposes continuing obligations on the parties, including but not limited to Sections 2, 3, 4, 5, 6, 7, 8 and 9, shall survive the termination of the Agreement.
9. Governing Law
This Agreement will be interpreted and construed in accordance with the laws of the State of New York and the United States of America, without regard to conflict of law principles.
10. Entire Agreement
This Agreement and the Exhibits attached hereto constitutes the entire understanding and agreement between the parties with regard to the subjects hereof.
If any controversy, dispute or claim arises between the Parties with respect to this Agreement, the Parties shall make good faith efforts to resolve such matters informally.
The parties’ authorized representatives signify their agreement and acceptance by their signatures below.
The following is a list of services and fees. The inclusion of this list on the contract is not intended to indicate that the Client will be charged for all of these fees. It is simply a sampling of the services and prices for the services at the time of writing of his contract.
Here are typical charges:
Initial Setup: 98.00 one time fee.
Monthly Service fees
Monthly Usage Fees
Phone readiness Fee:
All activities that require a receptionist be available during work hours, including:
The fees schedules for the Services are as follows:
Rates are subject to change.