Dear Practice Owner / Manager,
Thank you for contacting me for veterinary ultrasonography services. The purpose of this document (this “Agreement”) is to set forth the terms and conditions of the engagement between Rock-It Small Animals Sonograms LLC, a Florida limited liability company with its principal place of business (“Contractor”), and Business (the “Practice”) with a principal place of business located, with each referred to as a Party and together jointly referred to as the Parties.
I. Reservations for Services; Deposit. Upon the Practice’s execution of this Agreement (the “Effective Date”), Contractor may be retained to provide Services at the Practice from time to time, on such days and at such times as mutually agreed to by the Parties. In order for the Practice to retain Contractor to perform the Services pursuant to this Agreement, the Practice must first provide Contractor with a request for Services at least seven (7) days prior to the date on which the Practice would like the Services performed, specifying in reasonable detail the Services to be performed. Once the Parties have come to a mutual agreement as to the day and time the Services will be provided, the Practice shall pay Contractor a nonrefundable deposit of One Hundred Dollars ($100.00) for each day the Services have been requested (the “Deposit”), which, upon Contractor’s receipt, shall obligate Contractor to provide the Services to the Practice on the day and at the time agreed to by the Parties (the “Reservation”). The Deposit shall be payable to Contractor via credit card using the Clover app (plus a 3% processing fee) and will be credited toward Contractor’s invoice for the Services performed at the applicable Reservation.
II Scope of Services. Contractor will receive the small animals presented to Contractor during the Reservation and perform abdominal ultrasound studies and ultrasound-guided fine-needle aspirations (the “Services”). Contractor will only perform fine-needle aspirations and AFAST scans as an add-on to a full abdominal study or for a Reservation during which Contractor is simultaneously providing relief veterinary services to the Practice. All radiology reports will be delivered by Contractor via email to the Practice within 24-hours of the Reservation, and Contractor will promptly prepare any samples obtained from ultrasound-guided fine-needle aspirations to be sent out to the Practice’s preferred pathology lab. Contractor shall consult with the Practice’s clients upon request.
III. Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by either Party upon seven (7) days’ written notice to the other Party (the “Term”). Upon termination of this Agreement, the Practice shall pay Contractor the full balance owed under all outstanding invoices. The terms and conditions of this clause, Section VII and Sections XI through XXIV (inclusive) shall survive the termination of this Agreement.
IV. Contractor Representations.
(a) Contractor commits to arrive promptly at the Practice for the Reservation and provide Services efficiently for the entire Reservation.
(b) Contractor will follow Contractor’s preferred sedation protocols, which Contractor will provide a copy of upon request. The Practice will inform Contractor of any other applicable protocols it follows.
(c) Dr. Iris Vales maintains in good standing a valid license to practice veterinary medicine in the State of Florida.
(d) The contractor carries professional liability and worker’s comp insurances.
(e) Contractor retains sole and absolute discretion and judgment in the manner, method, and means of carrying out the Services, subject to Contractor’s professional and ethical obligations.
(f) The means or method of performing the Services shall remain within the sole discretion of Dr. Iris Vales, and the Practice shall not have any right to control or determine such means and/or methods used by Dr. Iris Vales.
V. Practice Obligations. As a condition precedent to Contractor providing the Services at any Reservation, the Practice must first:
(a) As soon as practicable after delivering the Deposit to Contractor, but in no event later than twenty-four (24) hours prior to the start of the Reservation, provide Contractor with all relevant patient history and previous radiographs and radiology reports;
(b) Prior to the start of the Reservation, collect payment from clients and have clients execute authorization forms for sedation and ultrasound studies;
(c) At least two (2) hours prior to the start of the Reservation, have clients drop off patients fasted for a minimum of 12 hours;
(d) Designate a technician available during the Reservation to assist Dr. Iris Vales in handling/restraining patients and communicating with the Practice’s staff and veterinarians;
(e) Grant Contractor access to a private room with lights that can be turned off (i.e., an exam room) during the Reservation for the purpose of performing the Services; and
(f) Provide Contractor with any materials requested by Contractor at the start of the Reservation for the purpose of performing the Services, including but not limited to needles, syringes, slides, referral lab submission forms, and sedatives for patients (where indicated);
VI. Rates. Services provided by the Contractor will be billed at the following rates (collectively, the “Rates”):
(a) Ultrasound Studies. For any Reservation scheduled Monday through Friday, $450 per study, and for any Reservation scheduled on Saturday or Sunday, $810 per study.
(b) Fine-Needle Aspirations & AFAST Scans. For any Reservation scheduled Monday through Sunday, $50 per study.
(c) Client Consultations. For any Reservation during which Contractor is not simultaneously providing relief veterinary services to the Practice, a rate of $80 per thirty (30) minutes with the client, and for any Reservation during which Contractor is simultaneously providing relief veterinary services to the Practice, a rate of $0.
All Rates in this Section VI shall be subject to the following adjustments: (1) a ten percent (10%) discount in the event that Contractor is simultaneously providing relief veterinary services to the Practice at the time of the Reservation; and/or (2) an additional three percent (3%) credit card processing fee collected by the Clover app.
VII. Payment Terms. An invoice will be provided to the Practice via the Clover app or email at the end of each Reservation. Payment is due in full within seven (7) days of the Reservation. The Practice agrees and acknowledges that it shall be liable for all expenses and legal fees incurred in collection of payment for Services. Payments received seven (7) days or more after the invoice is issued will be assessed an additional fee of ten percent (10%) of the total balance for each month the invoice remains unpaid, unless other arrangements have been made and accepted by both Parties in writing or via text message or email.
VIII. Relevant Licensing; Insurance; Exemptions. Contractor is an independent contractor of the Practice, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between the Parties for any purpose. Contractor carries its own health, liability, and disability insurance. The Practice will be required to file IRS Form-1099 for independent contractors for Contractor. Contractor will provide copies of Dr. Iris Vales’s state veterinary and DEA licenses and proof of liability coverage upon request.
IX. Cancellation by Practice. The Practice acknowledges and accepts the following cancellation policy:
(a) Notice of cancellation of any Reservation shall be provided in advance via phone call, text or email to Dr. Iris Vales, and such cancellation is not effective until acknowledged by Dr. Iris Vales.
(b) The Practice shall make every effort to provide Dr. Iris Vales with notice of any cancellation at least one (1) week prior to the Reservation, or if one-week notice is not possible, as soon as practicable.
(c) In the event the Practice fails to fulfill any of its obligations pursuant to Section V hereof, such failure shall constitute a cancellation of the Reservation under this Section IX.
(d) The Practice forfeits all rights to the Deposit in the event of a cancellation pursuant to this Section IX, except that the Practice may elect to apply the Deposit to any Reservation occurring within sixty (60) days of the date Dr. Iris Vales confirms her receipt of notice of such cancellation.
X. Cancellation by Contractor. Contractor may cancel any Reservation upon notice to the Practice if:
(a) Dr. Iris Vales is injured, sick or otherwise unable to provide the Services pursuant this Agreement;
(b) Severe weather or traffic conditions exist that prevent safe or timely travel to or from the Practice, as determined in the Contractor’s sole discretion; or
(c) A family emergency arises that prevents Dr. Iris Vales from completing a Reservation.
Any cancellations by Contractor pursuant to this Section X shall be communicated to the Practice by Contractor at least 24 hours prior to the Reservation, or, in the event 24-hour notice is not possible, as soon as reasonably practicable prior to the Reservation. In the event that Contractor cancels a Reservation pursuant to this Section X, Contractor and the Practice shall make a good faith effort to mutually agree on a new date and time for the Reservation, provided that, if Contractor and the Practice are unable to come to a mutual agreement on a new date and time for such Reservation, Contractor shall promptly refund the Practice’s Deposit.
XI. Indemnification.
(a) Contractor is providing the Services from time to time on a temporary, limited as agreed to basis, and therefore cannot be responsible for the various risks that may arise during the course of treatment for any particular animal. Contractor’s, its principals’, agents’ and employees’ liability shall be limited to that portion of any injury or loss directly caused by the affirmative actions of Contractor, its principals, agents, and employees. Dr. Iris Vales’s liability for omissions shall be limited to those omissions that occur after Dr. Iris Vales had actual knowledge of facts and circumstances requiring her to act in a different manner under the applicable standard of care and shall further be limited to the harm or loss directly caused by such omission(s).
(b) Other than as set forth in Section XI(a) above, the Practice shall accept all other risks and liabilities associated with the Practice’s operations , and shall indemnify Iris Vales, DVM and Contractor for any losses, including attorneys fees’ and costs of defense, incurred by Contractor and/or Dr. Iris Vales in the event a suit or claim is made against the Practice and/or Contractor and/or Dr. Iris Vales as a result of Contractor having provided Services to the Practice.
(c) Any professional or business liability insurance maintained by Contractor and/or Dr. Iris Vales shall be secondary to liability coverage maintained by the Practice. The Practice’s liability insurance shall be primary coverage for any liability or losses relating to the Services provided under this Agreement. The Practice shall immediately provide confirmation of malpractice insurance coverage for Dr. Iris Vales upon request.
XII. Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services provided and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by a single arbitrator, who shall be a retired judge, in accordance with the rules of the American Arbitration Association (AAA) in effect at the time the Arbitration is commenced. Arbitration shall be held in Volusia County in the State of Florida or in any other location within the State of Florida mutually agreeable to the Parties. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
XIII. WAIVER OF JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE WAIVING ALL RIGHTS TO HAVE THEIR DISPUTES COVERED BY THIS AGREEMENT HEARD OR DECIDED BY A JURY OR IN A COURT TRIAL TO THE FULLEST EXTENT ALLOWABLE BY FLORIDA LAW. THE ARBITRATOR, AND NOT ANY COURT, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE ENFORCEABILITY OR FORMATION OF THIS AGREEMENT AND THE ARBITRABILITY OF ANY DISPUTE BETWEEN THE PARTIES TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
XIV. Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
XV. Governing Law. This Agreement and all related documents and all matters arising out of or relating to this Agreement, and the Services provided hereunder, whether sounding in contract, tort, or statute for all purposes shall be governed by, and construed in accordance with, the laws of the State of Florida (including its statutes of limitations, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction other than those of the State of Florida to apply.
XVI. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provisions shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
XVII. Captions. The various captions of this Agreement are for reference only and shall not be considered or referred to in resolving questions or interpretation of this Agreement.
XVIII. Waiver. Waiver by either of the Parties of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof.
XIX. Amendment. This Agreement may be amended, in whole or in part, only by a written instrument executed by the Parties.
XX. Assignment. This Agreement cannot be assigned by either Party without the express written authorization of the Contractor and the Practice.
XXI. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs and legal representatives.
XXII. Force Majeure. In no event shall either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any of the following circumstances beyond such Party’s reasonable control (each a “Force Majeure Event”), including, but not limited to, acts of God, flood, fire, earthquake or explosion, war, pandemic, terrorism, invasion, riot or other civil unrest, embargoes, or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages, or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt notice to the other Party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Notwithstanding the foregoing to the contrary, the Practice may terminate this Agreement if a Force Majeure Event affecting the Practice continues for a period of thirty (30) days or more.
XXIII. Independent Advice; Rule of Construction. This Agreement has been prepared by Contractor. The Practice has been represented by counsel or has had ample opportunity to consult with counsel with respect to this Agreement. Because this Agreement was negotiated, no rule of construction shall be interpreted or used against the drafter.
XXIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Sincerely,
ROCK-IT SMALL ANIMALS SONOGRAMS LLC
Name: Iris Vales, DVM
Title: Sole Member
PANDEMIC CLAUSE
In order to continue serving its contracted hospitals, Dr. Iris Vales (on behalf of Contractor) enforces the following policies for the protection of her own health, as well as the health of your hospital staff, their respective families, and your clients. These measures will remain in effect until notified otherwise by Dr. Iris Vales. Please sign and date this form at the bottom to confirm the Practice’s agreement to comply with the stated terms.
1. The Practice must follow current, appropriate guidelines as established by the CDC.
2. Contractor must be notified by the client as soon as possible if any staff member:
(a) Tests positive for COVID-19 (or, in the event of a different pandemic, the applicable infectious disease);
(b) Is awaiting test results for COVID-19 (or, in the event of a different pandemic, the applicable infectious disease); or
(c) Is out sick with any possible symptoms of COVID-19 (or, in the event of a different pandemic, the applicable infectious disease).
3. Iris Vales, DVM reserves the right to cancel any or all Reservation(s) if the above policies set forth in paragraphs 1 or 2 are not followed. This may include cancelling a Reservation AFTER arriving at the Practice.
4. In the event of a same-day cancellation due to a VIOLATION of the above policies (e.g., Contractor cancels because Contractor arrives at the Practice and finds staff not following current CDC guidelines or arrives and finds out that a staff member is awaiting testing results and Contractor was not informed) then the Practice will incur a cancellation fee equal to the total Rate for Contractor’s scheduled Services for that Reservation.
5. If a day is cancelled due to a Practice staff member being sick or awaiting testing, then the cancellation fee in paragraph 4 is waived.
6. Following timely and appropriate COVID-19 or other infectious disease disclosure (see paragraph 1 above), a discussion between Contractor and the Practice should be conducted to determine whether shift cancellation is necessary or if heightened preventative measures should be taken to ensure safety in the Practice.
ACCEPTED AND AGREED:
[Practice Owner / Manager]
Dear Practice Owner / Manager,
Thank you for contacting me for veterinary ultrasonography services. The purpose of this document (this “Agreement”) is to set forth the terms and conditions of the engagement between Rock-It Small Animals Sonograms LLC, a Florida limited liability company with its principal place of business (“Contractor”), and Business (the “Practice”) with a principal place of business located, with each referred to as a Party and together jointly referred to as the Parties.
I. Reservations for Services. Contractor may be retained by the Practice to provide Services after the “Effective Date”, which shall be defined as the date that is thirty (30) days after (a) the Practice’s execution of this Agreement (the “Execution Date”), and (b) Contractor’s receipt of the entire amount of the Package Fee or Down Payment (as defined in Section VI hereto), whichever is later. Following the Effective Date, Contractor may be retained to provide Services at the Practice from time to time, on such days and at such times as mutually agreed to by the Parties. For the Practice to retain Contractor to perform the Services pursuant to this Agreement, the Practice must first provide Contractor with a request for Services at least seven (7) days prior to the date on which the Practice would like the Services performed, specifying in reasonable detail the Services to be performed. Once the Parties have come to a mutual agreement as to the day and time the Services will be provided, Contractor shall be obligated to provide the Services to the Practice on such day and at such time as agreed to by the Parties, subject to the Practice’s fulfillment the obligations set forth in Section V (the “Reservation”).
II Scope of Services. Contractor will receive the small animals presented to Contractor during the Reservation and perform abdominal ultrasound studies and ultrasound-guided fine-needle aspirations (the “Services”). Contractor will only perform fine-needle aspirations and AFAST scans as an add-on to a full abdominal study or for a Reservation during which Contractor is simultaneously providing relief veterinary services to the Practice. All radiology reports will be delivered by Contractor to the Practice via email within 24-hours following the Reservation, and Contractor will promptly prepare any samples obtained from ultrasound-guided fine-needle aspirations to be sent out to the Practice’s preferred pathology lab. Contractor shall consult with the Practice’s clients upon request.
III. Term. The term of this Agreement (the “Term”) shall be for one (1) year commencing on the Effective Date, unless terminated sooner pursuant to Section XI hereof.
IV. Contractor Representations.
(a) Contractor commits to arrive promptly at the Practice for each Reservation and provide Services efficiently for the entire Reservation.
(b) Contractor will follow Contractor’s preferred sedation protocols, which Contractor will provide a copy of upon request. The Practice will inform Contractor of any other applicable protocols it follows.
(c) Dr. Iris Vales maintains in good standing a valid license to practice veterinary medicine in the State of Florida.
(d) The contractor carries professional liability and worker’s comp insurances.
(e) Contractor retains sole and absolute discretion and judgment in the manner, method, and means of carrying out the Services, subject to Contractor’s professional and ethical obligations.
(f) The means or method of performing the Services shall remain within the sole discretion of Dr. Iris Vales, and the Practice shall not have any right to control or determine such means and/or methods used by Dr. Iris Vales.
V. Practice Obligations. As a condition precedent to Contractor providing the Services at any Reservation, the Practice must first:
(a) At such time as the Reservation is made, and in no event later than twenty-four (24) hours prior to the start of the Reservation, provide Contractor with all relevant patient history and previous radiographs and radiology reports;
(b) Prior to the start of the Reservation, collect payment from clients and have clients execute authorization forms for sedation and ultrasound studies;
(c) At least two (2) hours prior to the start of the Reservation, have clients drop off patients fasted for a minimum of 12 hours;
(d) Designate a technician available during the Reservation to assist Dr. Iris Vales in handling/restraining patients and communicating with the Practice’s staff and veterinarians;
(e) Grant Contractor access to a private room with lights that can be turned off (i.e., an exam room) during the Reservation for the purpose of performing the Services; and
(f) Provide Contractor with any materials requested by Contractor at the start of the Reservation for the purpose of performing the Services, including but not limited to needles, syringes, slides, referral lab submission forms, and sedatives for patients (where indicated).
VI. Package Fee; Non-Package Rates.
(a) In consideration for Contractor providing the Services pursuant to the terms of this Agreement, the Practice shall pay to Contractor the amount of Six Thousand Dollars ($6,000) (the “Package Fee”), which shall be payable (i) in full on the Execution Date, or (ii) in equal monthly installment payments of Five Hundred Dollars ($500) (each, an “Installment Payment”), with the first Installment Payment being payable on the Execution Date (the “Down Payment”), and each Installment Payment thereafter being payable on the first day of each month following the Execution Date until such time as the Package Fee has been paid in full. The Practice hereby authorizes Contractor to automatically charge all Installment Payments to the same credit card used to pay the Down Payment on the first of the month, unless the Practice provides Contractor with authorization to charge a different credit card at any time following the Effective Date.
(b) The Package Fee shall be considered payment in full for twelve (12) small animal abdominal ultrasound studies and four (4) AFAST scans and/or fine-needle aspirations (the “Package”), provided that payment for the aforementioned Services shall only be included in the Package if the applicable Reservation occurs Monday through Friday or on a day that Contractor is providing relief veterinary services to the Practice. The Practice hereby agrees and acknowledges that, in the event the full Package is not utilized by the Practice by the expiration of the Term, the Practice shall not be eligible for any refund of the Package Fee, nor shall any portion of the Package carry over under any renewal agreement.
(c) Any Services provided by the Contractor that are either not eligible to be included in or in excess of the Package will be billed at the following rates (collectively, the “Non-Package Rates”):
(i) Ultrasound Studies. For any Reservation scheduled Monday through Friday, $450 per study, and for any Reservation scheduled on Saturday or Sunday, $810 per study.
(ii) Fine-Needle Aspirations & AFAST Scans. For any Reservation scheduled Monday through Sunday, $50 per study.
(iii) Client Consultations. For any Reservation during which Contractor is not simultaneously providing relief veterinary services to the Practice, a rate of $80 per thirty (30) minutes with the client, and for any Reservation during which Contractor is simultaneously providing relief veterinary services to the Practice, a rate of $0.
(d) The Package Fee, Installment Payments, and Non-Package Rates in this Section VI shall be payable to Contractor via the Clover app and shall be subject to an additional three percent (3%) credit card processing fee.
VII. Non-Package Rates Payment Terms. All Non-Package Rates shall be included in an invoice that will be provided to the Practice via the Clover app or email at the end of the applicable Reservation. Payment is due in full within seven (7) days of the Reservation. The Practice agrees and acknowledges that it shall be liable for all expenses and legal fees incurred in collection of payment for Services. Payments received seven (7) days or more after the invoice is issued will be assessed an additional fee of ten percent (10%) of the total balance for each month the invoice remains unpaid, unless other arrangements have been made and accepted by both Parties in writing or via text message or email.
VIII. Relevant Licensing; Insurance; Exemptions. Contractor is an independent contractor of the Practice, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between the Parties for any purpose. Contractor carries its own health, liability, and disability insurance. The Practice will be required to file IRS Form-1099 for independent contractors for Contractor. Contractor will provide copies of Dr. Iris Vales’s state veterinary and DEA licenses and proof of liability coverage upon request.
IX. Cancellation by Practice. The Practice acknowledges and accepts the following cancellation policy:
(a) Notice of cancellation of any Reservation shall be provided in advance via phone call, text or email to Dr. Iris Vales, and such cancellation is not effective until acknowledged by Dr. Iris Vales.
(b) The Practice shall make every effort to provide Dr. Iris Vales with notice of any cancellation at least one (1) week prior to the Reservation, or if one-week notice is not possible, as soon as practicable.
(c) In the event the Practice fails to fulfill any of its obligations pursuant to Section V hereof, such failure shall constitute a cancellation of the Reservation under this Section IX.
(d) The Practice forfeits all rights to the Deposit in the event of a cancellation pursuant to this Section IX, except that the Practice may elect to apply the Deposit to any Reservation occurring within sixty (60) days of the date Dr. Iris Vales confirms her receipt of notice of such cancellation.
X. Cancellation by Contractor. Contractor may cancel any Reservation upon notice to the Practice if:
(a) Dr. Iris Vales is injured, sick or otherwise unable to provide the Services pursuant this Agreement;
(b) Severe weather or traffic conditions exist that prevent safe or timely travel to or from the Practice, as determined in the Contractor’s sole discretion; or
(c) A family emergency arises that prevents Dr. Iris Vales from completing a Reservation.
Any cancellations by Contractor pursuant to this Section X shall be communicated to the Practice by Contractor at least 24 hours prior to the Reservation, or, in the event 24-hour notice is not possible, as soon as reasonably practicable prior to the Reservation. In the event that Contractor cancels a Reservation pursuant to this Section X, Contractor and the Practice shall make a good faith effort to mutually agree on a new date and time for the Reservation.
XI. Termination. Contractor may terminate this Agreement prior to the expiration of the Term upon thirty (30) days’ advance written notice to the Practice, and the Practice may terminate this Agreement prior to the expiration of the Term upon ninety (90) days’ advance written notice to Contractor. In the event this Agreement is terminated pursuant to this Section XI, Contractor shall calculate the sum of (x) the total fee for all Services rendered to the Practice that were included in the Package as of the date of termination using the Non-Package Rates, plus (y) the total outstanding balance (including late fees) on all invoices issued by Contractor to the Practice as of the termination date (the “Termination Calculation”). Contractor shall then calculate the amount of a termination payment as follows, which shall be payable to the applicable Party on the date of termination (the “Termination Payment”):
(a) if the Practice paid the Package Fee in full on the Execution Date and the amount of the Package Fee exceeds the Termination Calculation, Contractor shall pay to the Practice the amount of the difference between the Package Fee and the Termination Calculation, less;
(b) if the Practice pays in Installment Payments and the total amount of all Installment Payments received by Contractor as of the termination date exceeds the Termination Calculation, Contractor shall pay to the Practice the amount of the difference between the total amount of Installment Payments received and the Termination Calculation; or
(c) if the Practice pays in Installment Payments and the Termination Calculation exceeds the total amount of all Installment Payments received by Contractor as of the termination date, the Practice shall pay to Contractor the amount of the difference between the total amount of Installment Payments received and the Termination Calculation.
Any Termination Payment payable by the Practice to Contractor shall be paid via the Clover app and subject to an additional three percent (3%) credit card processing fee. In the event the Termination Payment is payable by Contractor to the Practice, there will be no refund of the amount of any credit card processing fees. Section VII and Sections XI through XXV (inclusive) shall survive the termination of this Agreement.
XII. Indemnification.
(a) Contractor is providing the Services from time to time on a temporary, limited as agreed to basis, and therefore cannot be responsible for the various risks that may arise during the course of treatment for any particular animal. Contractor’s, its principals’, agents’ and employees’ liability shall be limited to that portion of any injury or loss directly caused by the affirmative actions of Contractor, its principals, agents, and employees. Dr. Iris Vales’s liability for omissions shall be limited to those omissions that occur after Dr. Iris Vales had actual knowledge of facts and circumstances requiring her to act in a different manner under the applicable standard of care and shall further be limited to the harm or loss directly caused by such omission(s).
(b) Other than as set forth in Section XII(a) above, the Practice shall accept all other risks and liabilities associated with the Practice’s operations , and shall indemnify Iris Vales, DVM and Contractor for any losses, including attorneys fees’ and costs of defense, incurred by Contractor and/or Dr. Iris Vales in the event a suit or claim is made against the Practice and/or Contractor and/or Dr. Iris Vales as a result of Contractor having provided Services to the Practice.
(c) Any professional or business liability insurance maintained by Contractor and/or Dr. Iris Vales shall be secondary to liability coverage maintained by the Practice. The Practice’s liability insurance shall be primary coverage for any liability or losses relating to the Services provided under this Agreement. The Practice shall immediately provide confirmation of malpractice insurance coverage for Dr. Iris Vales upon request.
XIII. Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services provided and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by a single arbitrator, who shall be a retired judge, in accordance with the rules of the American Arbitration Association (AAA) in effect at the time the Arbitration is commenced. Arbitration shall be held in Volusia County in the State of Florida or in any other location within the State of Florida mutually agreeable to the Parties. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
XIV. WAIVER OF JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE WAIVING ALL RIGHTS TO HAVE THEIR DISPUTES COVERED BY THIS AGREEMENT HEARD OR DECIDED BY A JURY OR IN A COURT TRIAL TO THE FULLEST EXTENT ALLOWABLE BY FLORIDA LAW. THE ARBITRATOR, AND NOT ANY COURT, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE ENFORCEABILITY OR FORMATION OF THIS AGREEMENT AND THE ARBITRABILITY OF ANY DISPUTE BETWEEN THE PARTIES TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
XV. Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
XVI. Governing Law. This Agreement and all related documents and all matters arising out of or relating to this Agreement, and the Services provided hereunder, whether sounding in contract, tort, or statute for all purposes shall be governed by, and construed in accordance with, the laws of the State of Florida (including its statutes of limitations, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction other than those of the State of Florida to apply.
XVII. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provisions shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
XVIII. Captions. The various captions of this Agreement are for reference only and shall not be considered or referred to in resolving questions or interpretation of this Agreement.
XIX. Waiver. Waiver by either of the Parties of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof.
XX. Amendment. This Agreement may be amended, in whole or in part, only by a written instrument executed by the Parties.
XXI. Assignment. This Agreement cannot be assigned by either Party without the express written authorization of the Contractor and the Practice.
XXII. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs and legal representatives.
XXIII. Force Majeure. In no event shall either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any of the following circumstances beyond such Party’s reasonable control (each a “Force Majeure Event”), including, but not limited to, acts of God, flood, fire, earthquake or explosion, war, pandemic, terrorism, invasion, riot or other civil unrest, embargoes, or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages, or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt notice to the other Party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Notwithstanding the foregoing to the contrary, the Practice may terminate this Agreement if a Force Majeure Event affecting the Practice continues for a period of thirty (30) days or more.
XXIV. Independent Advice; Rule of Construction. This Agreement has been prepared by Contractor. The Practice has been represented by counsel or has had ample opportunity to consult with counsel with respect to this Agreement. Because this Agreement was negotiated, no rule of construction shall be interpreted or used against the drafter.
XXV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Sincerely,
ROCK-IT SMALL ANIMALS SONOGRAMS LLC
Name: Iris Vales, DVM
Title: Sole Member
PANDEMIC CLAUSE
In order to continue serving its contracted hospitals, Dr. Iris Vales (on behalf of Contractor) enforces the following policies for the protection of her own health, as well as the health of your hospital staff, their respective families, and your clients. These measures will remain in effect until notified otherwise by Dr. Iris Vales. Please sign and date this form at the bottom to confirm the Practice’s agreement to comply with the stated terms.
1. The Practice must follow current, appropriate guidelines as established by the CDC.
2. Contractor must be notified by the client as soon as possible if any staff member:
(a) Tests positive for COVID-19 (or, in the event of a different pandemic, the applicable infectious disease);
(b) Is awaiting test results for COVID-19 (or, in the event of a different pandemic, the applicable infectious disease); or
(c) Is out sick with any possible symptoms of COVID-19 (or, in the event of a different pandemic, the applicable infectious disease).
3. Iris Vales, DVM reserves the right to cancel any or all Reservation(s) if the above policies set forth in paragraphs 1 or 2 are not followed. This may include cancelling a Reservation AFTER arriving at the Practice.
4. In the event of a same-day cancellation due to a VIOLATION of the above policies (e.g., Contractor cancels because Contractor arrives at the Practice and finds staff not following current CDC guidelines or arrives and finds out that a staff member is awaiting testing results and Contractor was not informed) then the Practice will incur a cancellation fee equal to the total Rate for Contractor’s scheduled Services for that Reservation.
5. If a day is cancelled due to a Practice staff member being sick or awaiting testing, then the cancellation fee in paragraph 4 is waived.
6. Following timely and appropriate COVID-19 or other infectious disease disclosure (see paragraph 1 above), a discussion between Contractor and the Practice should be conducted to determine whether shift cancellation is necessary or if heightened preventative measures should be taken to ensure safety in the Practice.
ACCEPTED AND AGREED:
[Practice Owner / Manager]