This Independent Contractor Agreement, including all exhibits and attachments hereto (this “Agreement”) is by and between Lifespan Physiotherapy Staffing, Inc., a California professional corporation (“Company”) and the party clicking through to accept this Agreement (“Contractor”). By selecting or clicking on the “Agree” button associated with this Agreement, Contractor agrees to be bound by and become a party to this Agreement. This Agreement shall be effective on the date on which Contractor clicks through to accept this Agreement (the “Effective Date”). CONTRACTOR REPRESENTS, WARRANTS AND AGREES THAT HE/SHE HAS FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND HIMSELF/HERSELF TO THE TERMS AND CONDITIONS HEREIN. BY SELECTING THE ACCEPTANCE BUTTONS AND “SIGN” BUTTON BELOW, CONTRACTOR WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE CONTRACTOR AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

WHEREAS, Company is in part an online and app-based platform for physical therapy services. Company is engaged in the business of maintaining and developing the online and app-based platform. As an online and app-based platform provider, Company solely operates as an intermediary between patients and physical therapists. Company also provides a billing service through which bills are issued, fees are collected, and a portion of those fees are paid to Contractor;

WHEREAS, patients (the “Patient(s)”) who seek physical therapy services in-home or at mutually agreed upon alternate locations (the “Services”) can be matched with physical therapists, such as Contractor, through Company’s online and app-based platform;

WHEREAS, Contractor is in the business of providing physical therapy services to patients, and is independently self-employed, licensed and/or certified to engage in the business of providing physical therapy services to patients;

WHEREAS, Company does not take part in the Services, and Company does not have control of the Services by Contractor, or any of the actions or omissions whatsoever of any of the Patients or physical therapists, including Contractor;

WHEREAS, Contractor desires to enter this Agreement to give Contractor the right to accept physical therapy referrals from Company and to utilize Company’s billing service, to perform such Services on Patients, and to receive payment for each completed Service; and

WHEREAS, Contractor and Company desire to enter into this Agreement to establish the terms and conditions applicable to the Parties’ contractual relationship, including the manner of Company’s referral and billing services and Contractor’s Services.

NOW THEREFORE, in consideration of the above representations and the mutual covenants set forth below, the Parties hereby agree as follows:

Services. So long as this Agreement shall be in effect, Contractor agrees to perform in a timely and professional manner the following services: Professional physical therapy services provided to Patients with whom Contractor is referred to through the use of Company’s online and app-based platform and in accordance with the terms and conditions of the Agreement. Contractor warrants that the Services provided hereunder will be performed in a professional and workmanlike manner, to the satisfaction of the Patients, consistent with the skills, care and diligence in accordance with industry standards, and in full compliance with applicable federal, state and local laws.
Company Obligations. Company serves as a referral, scheduling and billing agent to Contractor. Company agrees to maintain an online and app platform accessible by computer and/or smartphone app, which Contractor may use to accept referrals, document patient charts, and set their own availability/schedule. Company shall also provide a billing service through which Company can bill Patients and/or insurers, Patients and/or insurers can submit payment to the Company, and which Company will pay a portion of such payment to Contractor, in accordance with this Agreement.
No Physical Therapy Services by Company. Notwithstanding any provision to the contrary, the direction, control, coordination and management of all medical aspects of any Services provided by Contractor, and all clinical decisions made shall be under the sole direction and control of Contractor. Contractor’s authority shall include but not be limited to the following:
1. providing professional physical therapy services and high quality of care to Patients; and
2. ensuring the provision of a safe physical environment to provide the Services as necessary.
Contractor Obligations.
1. No Employment Relationship. Contractor shall be deemed to be and shall be an independent contractor. Contractor and Company do not intend to establish any employer/employee relationship between them. The Parties are not employees, agents, joint venturers or partners of each other for any purpose. As such, Contractor shall not be entitled to any benefit, including but not limited to unemployment benefits, applicable to employees of Company or any affiliate thereof. The Parties intend this Agreement to establish an independent contractor relationship;
2. Independent Contractor Relationship. Contractor is under the review of Company for the result of Contractor’s work only and not as to the means by which such results are accomplished. Further, it is agreed that Contractor can advertise services and provide services to other persons or entities; provided, however, that the provision of such services shall not interfere with Contractor’s obligations hereunder. Company does not, and shall not be deemed to, direct or control Contractor generally or in Contractor’s performance under this Agreement specifically, including in connection with Contractor’s acts or omissions, or Contractor’s operation of its business. Contractor retains the option to accept or to decline referrals with respect to the Services, or to cancel an accepted referral with adequate notice. Contractor possesses unlimited flexibility to set his or her own flexible hours of availability. By setting his or her schedule to available via the online-app platform, Contractor consents to referrals being scheduled. Further, nothing in this Agreement shall prohibit Contractor from performing physical therapy services through other means, including but not limited to other referral arrangements or on behalf of another business;
3. Physical Therapists’ Standards of Professional Conduct. Contractor shall comply with all applicable federal, state and local laws and regulations, all professional standards of practice and applicable ethical standards relating to the Services, consistent with the highest standards of professional physical therapy, including but not limited to the retention of applicable medical records and patient documentation and maintenance of valid, unrestricted licenses, certifications, permits and other legal prerequisites necessary to practice physical therapy in their respective state and/or city;
4. Insurance. Contractor shall maintain policies of professional and general liability insurance to cover any claims arising out of the performance of the Services under this Agreement. Contractor’s general and professional liability policies shall name Company as an additional insured. Contractor will provide proof of insurance coverage to Company upon request. Contractor agrees to maintain such coverage with coverage limits reasonably satisfactory to Company at all times during the term of this Agreement, provided that (i) such limits shall be no less than those required by law; and (ii) professional liability insurance shall provide for minimum coverage in the amount of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate;
5. Transportation and Licensing. Contractor shall be responsible for securing transportation to and from Patient appointments. If Contractor drives a vehicle for any reason in connection with the provision of Services hereunder, Contractor represents that he or she has and agrees to maintain a clean driving record (including no moving violations within the past one (1) year) and a valid driver’s license in the state in which it provides Services (and will immediately notify Company in the event that its driving record is no longer clean and/or its driver’s license is no longer valid) and shall maintain in effect automobile insurance including owned, hired, and non-owned vehicles with annual limits in an amount not less than those amounts required by law. Contractor will provide proof of such insurance coverage to Company upon request;
6. Background Check. This Agreement may be conditioned on Contractor successfully passing Company’s background screening process;
7. Taxes and Business Records. Contractor shall bear sole responsibility for the payment of all applicable governmental taxes on the Compensation, including, without limitation, federal, state and local income taxes and all employment and disability insurance, Social Security and other similar taxes. In addition, Contractor is responsible for maintaining and filing their own schedule of expenses with the Internal Revenue Service, maintaining their own business entities with their respective state agencies, and maintaining their own books or records reflecting all items of income and expenses of their own business; and
8. Property Damage. Contractor shall bear sole responsibility for any and all costs and expenses resulting from breakage of or damage to Patients’ property or homes that occurred during the provision of Contractor’s Services;
9. Equipment and Tools. Contractor is solely responsible for all costs and expenses associated with respect to any equipment and tools necessary to perform the Services, including but not limited to physical therapy tables, tools and instrumentalities; equipment use fees and taxes, costs of fuel, etc. Contractor shall direct and control in all aspects the operation of any equipment and tools used in the performance of their Services. Company may provide Contractor with a Starter PT Kit as a gift to Contractor that can be used at Contractor’s discretion.
10. Documentation Platform. Contractor shall document the Services provided to Patients referred from Company in accordance with industry standards on Company’s documentation platform. Additionally, in order to promote compliance with HIPAA, other compliance standards and other best practices, Company may provide onboarding videos to Contractor. Utilization of these onboarding videos is encouraged and are intended to be a resource for Contractor. Contractor shall, if requested by Company, take those actions necessary to secure any consents or authorizations from those individuals who are receiving Services from Contractor.
Contractor’s Compensation. As compensation to Contractor for the performance of the Services, Company will pay Contractor as set forth in Exhibit A attached hereto (the “Compensation”). In addition to the Compensation set forth on Exhibit A, Company may from time to time in its sole discretion provide incentive or bonus programs as established in writing and provided to Contractor.
Term and Termination.
1. This Agreement shall commence on the Effective Date and shall continue thereafter for a period of one (1) year unless earlier terminated pursuant to the terms of this Agreement. Upon expiration of the initial term, and each renewal term thereafter, this Agreement shall automatically renew for additional one (1) year terms unless either Party gives written notice to the other at least thirty (30) days prior to the end of the then current term of its intention not to renew. This Agreement may be terminated by either Party (i) upon written notice to the other Party, provided such termination shall be effective on Contractor’s completion of its then-in-progress Services for Patients (and Contractor shall not accept any further referrals for Services for other Patients if it has received a termination notice from Company), (ii) if the other Party breaches a material term of this Agreement and fails to cure such breach within five (5) days after receiving written notice of such breach from the non-breaching Party, (iii) immediately upon written notice, in the event Contractor is not providing Services to any Patient or (iv) immediately upon written notice if the other Party makes any assignment for the benefit of creditors, seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or becomes insolvent.
2. Upon termination of this Agreement, Contractor shall promptly return to Company any confidential information of Company in its possession provided to Contractor by Company in connection with the provisions of Services under this Agreement.
3. All provisions of the Agreement which by their nature should survive termination shall survive, including without limitation, ownership and confidentiality provisions, and indemnification.
4. In the event Contractor wishes to pause (for example, start an extended vacation) or terminate providing Services, it shall be agreed that Contractor will work with Company to complete any scheduled patient referrals to ensure that there is no disruption to the patient experience.
Confidentiality.
1. Confidential Information. Contractor agrees that all business, technical and financial information and knowledge developed, learned or obtained by or for or on behalf of Contractor or which Contractor acquires during the period that Contractor is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with or as a result of the Services to be provided pursuant to this Agreement, or that are received by or for Company in confidence, constitute “Confidential Information.” Contractor shall hold in confidence and not use or disclose any such Confidential Information to any person either during or after the term of this Agreement, except as may be necessary in the regular course of the performance of his duties hereunder, except as otherwise authorized by Company or as required by law. Upon termination or as otherwise requested by Company, Contractor will promptly provide to Company all items and copies containing or embodying Confidential Information, except that Contractor may keep its personal copies of its compensation records and this Agreement. Contractor also recognizes and agrees that Contractor has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Contractor’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
2. Rights. Contractor agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Contractor’s name, photograph, location, and profile in connection with promotion of its business, products or services. Company alone will retain all intellectual property rights relating to the Services or any suggestions, ideas, enhancement requests, feedback, recommendations with respect to features thereof provided by Contractor (“Feedback”) relating to the Services, which are hereby assigned to Company. If any part of the Services or information provided by Contractor is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Contractor (or any person involved in the Services) and not assigned hereunder, Contractor hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Feedback, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
3. Construction. It is understood by and between the Parties that the confidentiality and non-solicitation covenants set forth herein are essential elements of this Agreement, and that but for the agreement of Contractor to comply with such covenants, Company would not have agreed to enter into this Agreement. Such covenants of Contractor shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Contractor, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of such covenants.
No Restrictions. Contractor represents to Company that Contractor is free to enter into this Agreement and that performing Services hereunder does not violate the terms of any agreement between Contractor and any third Party.
Compliance with Law. The Parties hereto acknowledge and agree that it has been, it is, and it will continue to be their intent to comply fully with all applicable federal, state, and local laws, statutes, rules and regulations, including, but not limited to, the federal Anti-kickback Statute, the False Claims Act, the Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the related regulations, specifically including the applicable Privacy Standards, all applicable professional licensure laws and regulations, and all third Party payor requirements. Notwithstanding any unanticipated effect of any of the provisions herein, neither Party will intentionally conduct itself under the terms of this Agreement in a manner to constitute a violation of such laws. The Parties expressly acknowledge and agree that it is not a purpose nor a requirement of this Agreement to either (1) solicit, require, induce or encourage the payment of remuneration in return for the referral of any patient or for the purchasing, leasing, ordering, or arranging for or recommending purchasing, leasing, or ordering, any good, facility, service or item for which payment may be made, in whole or in part, under any federal or state health care program; or (2) offer or pay any remuneration in return for the referral of an individual for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a Federal health care program, or in return for purchasing, leasing, ordering, or arranging for or recommending purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part under a Federal health care program.The Parties acknowledge and agree that at any time during the term of this Agreement if, in the reasonable judgment of either Party, based on advice of such Party’s legal counsel, any state or federal statutes, case law, or regulations, the interpretation of any of the foregoing, or the adoption of new or amended federal or state legislation or regulations, is likely to materially and adversely affect the manner in which either Party may perform its obligations under this Agreement, makes this Agreement unlawful, or causes the Agreement to become violative or contrary to the rules, regulations or reimbursement policies of any applicable third-Party reimbursement program, federal or state statute, rule or regulation or administrative or judicial decision, the Parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the Parties prior to the change. If the Parties are unable to reach an agreement as to the terms of an amended or new agreement within a reasonable period of time, either Party may terminate this Agreement immediately upon provision of written notice to the other Party.
HIPAA Regulations. The Parties hereto acknowledge that Privacy Regulations and Security Regulations have been promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and that each Party shall comply with such regulations. Because Contractor’s Services involve the use and/or disclosure of Protected Health Information (as that term is defined in HIPAA) relating to Patients who receive Services by way of Company’s referral, Contractor is deemed to be a business associate of Company pursuant to HIPAA, and Contractor agrees to execute the Business Associate Agreement, in substantially the form attached hereto as Exhibit C.
Indemnification and Limitation of Liability. Contractor will indemnify, defend and hold harmless Company, its affiliates, subsidiaries, parents (including without limitation Luna Care, Inc., and any of its subsidiaries or controlled entities), and their respective officers, directors, employees and shareholders from and against any and all claims, damages, demands, suits, causes of action, costs, losses, and expenses (including reasonable attorney fees) arising or claimed to arise from Contractor’s provision of Services hereunder, its acts or omissions in the scope of this Agreement, and Contractor’s breach of the terms of this Agreement, including Contractor’s covenants, representations and warranties set forth in this Agreement, except to the extent any of the foregoing arises from Company’s negligence or willful misconduct. Nothing in this Section shall be affected by the termination of this Agreement. Additionally, in no event shall Company, nor its directors, employees, agents, partners, suppliers or content providers, be liable to Contractor under any contract, negligence, strict liability or other legal or equitable theory for (a) any amounts that in the aggregate exceed the fees owed under this Agreement, (b) any indirect, special, incidental, punitive or consequential damages, including lost profits, even if Company has been advised of the possibility of such damages, (c) the cost of procurement of substitute goods, technology or services, or (d) any matter beyond Company’s reasonable control, including any matters relating to or arising out of the Services.
Patient Non-Solicit. For the term of this Agreement and for a period of one (1) year thereafter, Contractor will not directly or indirectly solicit or attempt to arrange for the performance of physical therapy services (for Contractor personally or for another) of any Patients previously served through a referral from Company or whose identity Contractor learned as a result of Company’s referral, without prior written consent from Company, to the fullest extent permitted by law. However, nothing in this provision of this Agreement shall in anyway prohibit or restrict Contractor from performing engagements directly for patients Contractor generates or obtains outside of a referral received from Company under this Agreement.
Assignment and Subcontracting. Contractor may not assign this Agreement or any part thereof without the prior written consent of Company, and any such purported or actual assignment shall be void. Company may assign this Agreement to any affiliate, subsidiary or parent of Company or in connection with a sale of all or substantially all of the assets or equity of Company. All activity relating to Services shall be performed by Contractor and Contractor may non-subcontract or engage any other person for the provision of any Services hereunder without the prior written consent of Company and such consent shall be in Company’s sole discretion.
Arbitration. The Parties hereby agree to the provisions in the Arbitration Agreement in Exhibit B, which is hereby incorporated into this Agreement by this reference.
Entire Agreement; Amendment This Agreement contains the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof, and supersedes all prior discussions and writings with respect thereto. Company may change this Agreement at any time, but if it does so, it will bring any material changes to Contractor’s attention by sending an email or by some other written or electronic means. Except for changes by Company as described here, no other modification of this Agreement will be effective unless in writing and signed by both Parties.
Entire Agreement; Amendment. his Agreement contains the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof, and supersedes all prior discussions and writings with respect thereto. Company may change this Agreement at any time, but if it does so, it will bring any material changes to Contractor’s attention by sending an email or by some other written or electronic means. Except for changes by Company as described here, no other modification of this Agreement will be effective unless in writing and signed by both Parties.
Governing Law. This Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced pursuant to and in accordance with the laws of the state in which Contractor primarily performs Services pursuant to this Agreement. The county in which the Contractor primarily provided services shall be the sole and exclusive venue for any litigation, arbitration, special proceeding, or other proceeding between the Parties that may be brought or arise out of or in connection with or by reason of this Agreement. In the event that any portion of this Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Agreement shall be given full force and effect.
Notices. Any notices or communications hereunder shall be in writing by certified mail, return receipt requested, or by facsimile (with evidence of receipt) at the addresses that follows:If to Company:California Luna Care Physical Therapy, P.C.
5800 Lonetree Blvd., Suite 101
Rocklin, CA 95765If to Contractor: Address or email address provided at time of contracting.

EXHIBIT A

COMPENSATION

The fee owed to Contractor by Company for the Services shall be paid on a per visit basis. The fee will be published on a quarterly basis and will be available to Contractor at the beginning of the calendar quarter and will apply to that quarter. Payments are made every fourteen (14) days.

In addition to the foregoing Compensation, Company may from time to time in its sole discretion provide incentive or bonus programs as established in writing and provided to Contractor.

Company shall pay Contractor for the Services within a period of time in accordance with Company’s then current and published specifications. Cancellations, no shows, and/or rescheduled appointments will be handled in accordance with the then current and published specifications.

EXHIBIT B

ARBITRATION AGREEMENT

Agreement to Binding Arbitration.
CONTRACTOR AND COMPANY MUTUALLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE DISPUTES BY ARBITRATION, to the extent as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is a contract governed by the Federal Arbitration Act (9 U.S.C. sections 1 et seq.) and survives after this Independent Contractor Agreement terminates or Contractor’s relationship with Company ends. ANY ARBITRATION OF A CLAIM (DEFINED BELOW), INCLUDING WITHOUT LIMITATION ANY CLAIM ARISING OUT OF OR RELATING TO THE INDEPENDENT CONTRACTOR AGREEMENT (“Independent Contractor Agreement”), TO WHICH THIS ARBITRATION AGREEMENT IS ATTACHED AND INCORPORATED OR ANY EXHIBIT TO THE INDEPENDENT CONTRACTOR AGREEMENT, WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS OR COLLECTIVE ACTIONS ARE NOT PERMITTED IN ARBITRATION. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between Contractor and Company, including without limitation Company’s affiliates, subsidiaries, parents (including without limitation Luna Care, Inc., and any of its subsidiaries or controlled entities), successors, assigns, officers, directors, employees, agents, or shareholders, each of which are intended third party beneficiaries of this Arbitration Agreement. By selecting or clicking on the “Agree” button associated with this Agreement, Contractor agrees to be bound by and become a party to this Agreement. This Agreement shall be effective on the date on which Contractor clicks through to accept this Agreement. CONTRACTOR REPRESENTS, WARRANTS AND AGREES THAT HE/SHE HAS FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND HIMSELF/HERSELF TO THE TERMS AND CONDITIONS HEREIN. BY SELECTING THE ACCEPTANCE BUTTONS AND “SIGN” BUTTON BELOW, CONTRACTOR WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE CONTRACTOR AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

Except as expressly provided below, ALL COVERED DISPUTES AND CLAIMS (EACH A “CLAIM” AND, COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING ARBITRATION, TO THE FULLEST EXTENT PERMITTED BY LAW. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Independent Contractor Agreement (including the breach, termination, enforcement, interpretation or validity thereof) or any of its Exhibits, the Services performed, Contractor’s relationship with Company, Contractor’s classification as an independent contractor, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, torts, claims arising under federal or state consumer protection laws; claims arising under antitrust laws and all other federal and state statutory and common law claims. Examples of statutory claims covered by this Arbitration Agreement include those arising under or related to the Fair Credit Reporting Act, Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, 8 U.S.C. § 1324b (unfair immigration related practices), 41 U.S.C. § 4712, the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, as well as state or local statutes or regulations addressing the same or similar subject matters.

All disputes concerning the arbitrability of a Claim under this Arbitration Agreement (including disputes about the scope, applicability, enforceability, revocability or validity of this Arbitration Agreement) shall be exclusively decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, CONTRACTOR AND THE COMPANY UNDERSTAND THAT THE PARTIES ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL COVERED CLAIMS. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(A) Class Action Waiver.

CONTRACTOR UNDERSTANDS AND AGREES THAT THE PARTIES MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS OR COLLECTIVE ACTION BASIS (“CLASS ACTION WAIVER”). CONTRACTOR UNDERSTANDS AND AGREES THAT CONTRACTOR AND COMPANY BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (A) SHALL NOT APPLY TO PRIVATE ATTORNEYS GENERAL ACT REPRESENTATIVE CLAIMS BROUGHT AGAINST COMPANY, WHICH ARE ADDRESSED SEPARATELY IN SUBSECTION (B).

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class or collective basis. In no event shall the arbitrator consolidate more than one person’s Claims unless all parties agree to such consolidation in writing.

Notwithstanding any other provision of the Independent Contractor Agreement or this Arbitration Agreement, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent permissible under applicable law.

Contractor will not be retaliated against, disciplined or threatened with discipline as a result of Contractor’s filing of or participation in a class or collective action in any forum. However, Company may lawfully seek enforcement of this Arbitration Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class and collective actions or claims.

(B) Private Attorney General Representative Actions.

Notwithstanding any other provision of the Independent Contractor Agreement or this Arbitration Agreement, Private Attorney General representative actions brought on behalf of the state under the California Labor Code are not arbitrable, not within the scope of this Arbitration Agreement and may be maintained in a court of law, but a claim Contractor brings on Contractor’s own behalf for recovery of underpaid wages (as opposed to a representative claim for civil penalties) is arbitrable.

The party bringing the Claim must provide notice of the Claim to the other party or parties within the same statute of limitation period that would apply had the matter been heard in court. The notice must contain the legal and factual basis for the Claim and the remedy sought. If Contractor is bringing the Claim, the notice must be provided to:

ATTN: Legal Department
Lifespan Physiotherapy Staffing, Inc
2941 4th Ave Suite A
San Diego, CA 92103

If Company is bringing the Claim, the notice must be provided to the Contractor’s last known address.

The arbitration will be conducted before a single neutral arbitrator. The arbitrator must be an attorney licensed to practice law in the jurisdiction where the arbitration hearing will be conducted or a retired judicial officer from any jurisdiction. The parties shall attempt to mutually choose an arbitrator, but in the event the parties do not mutually choose an arbitrator, the arbitrator will be selected as follows: The parties will exchange lists of five (5) arbitrators (who are subject to the qualifications listed above). Each party will have ten (10) calendar days to strike all names it deems unacceptable. If only one common name remains on the lists of all parties, that individual will be designated as the arbitrator. If more than one common name remains on the lists of all parties, the parties will select the arbitrator from those remaining common names. If no common name remains on the lists of all parties, the parties will exchange additional lists of five (5) arbitrators and proceed in the same fashion as they did regarding the initial exchange of lists.

The arbitrator must be neutral and comply with all disclosure requirements under applicable law. If for any reason the individual selected cannot serve or the parties cannot otherwise agree to an arbitrator, or if the method for selecting an arbitrator described above does not result in selection and appointment of an arbitrator, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted and as provided by applicable law for appointment of a neutral arbitrator. The court shall then appoint a neutral arbitrator, who shall act under this Arbitration Agreement with the same force and effect as if the parties had selected the arbitrator by mutual agreement.

A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

As part of the arbitration, the parties will be entitled to reasonable discovery and to file dispositive motions in conformity with the Federal Rules of Civil Procedure. Each party may take the deposition of two individual fact witnesses and any expert witness designated by another party. Each party may also propound interrogatories, requests for admission, or requests production of documents, and each party may subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties. Additional discovery may be conducted by mutual stipulation, and, if the parties are unable or fail to stipulate, the arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests based on the circumstances of a particular case. The arbitrator will have exclusive authority to resolve any discovery disputes.

The arbitrator shall conduct a preliminary conference to address the conduct of the arbitration hearing, discovery, motion practice, and any other issue regarding the arbitration proceeding the arbitrator or a party desires to address. Following this conference, the arbitrator may issue appropriate orders regarding the matters addressed. All communications from a party to the arbitrator or from the arbitrator to a party shall be live with all parties present or in writing with contemporaneous copies to all parties.

The Federal Rules of Evidence shall apply to the arbitration hearing. The hearing may conducted with all parties present at the same location or with parties or witnesses appearing through video or telephonic conference. The arbitrator will decide the substance of all claims in accordance with applicable law, and will enforce all proper claims of privilege recognized by law. Within 30 days following the arbitration hearing, a party may file with the arbitrator a post hearing brief. The arbitrator may thereafter award any individual remedies that would be available in court to the prevailing party. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions, both factual and legal, on which the decision is based.

Unless required or permitted by applicable law, as determined by the arbitrator, the arbitrator shall not be bound by rulings in prior arbitrations involving different Contractors. The arbitrator is bound by rulings in prior arbitrations involving the same Contractor to the extent required or permitted by applicable law, as determined by the arbitrator.

The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction in accordance with applicable law.

(D) Arbitration Fees and Awards.

The payment of arbitration fees will be governed as follows:

Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, Company will pay the arbitrator’s and arbitration fees. If under applicable law Company is not required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the arbitrator.
Each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.), subject to any remedies, attorney fees and costs awarded by the arbitrator in accordance with applicable law.
If offers of judgment in arbitration are permitted under the law of the state in which the arbitration will be conducted (that is, a state law similar to Federal Rule of Civil Procedure 68) that law shall apply to an arbitration under this Arbitration Agreement.

(E) Location of Arbitration.

Unless the parties agree otherwise, any arbitration hearings not conducted through video or telephone conference will take place in the county in which the Contractor primarily provided services.

(F) Exceptions to Arbitration.

This Arbitration Agreement does not apply to the following types of claims: (1) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; and (2) claims that may not be subject to arbitration as a matter of controlling federal law.

If Contractor’s Claim is for $10,000 or less, Company agrees that Contractor may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or as otherwise provided in this Arbitration Agreement.

(G) Administrative Proceedings.

This Arbitration Agreement does not prevent Contractor from filing charges with administrative agencies, such as the National Labor Relations Board, Equal Employment Opportunity Commission, or U.S. Department of Labor. Company will not retaliate against Contractor for filing such a charge. Nothing in this Arbitration Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement. This Arbitration Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Agreement. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.

(H) Severability.

In the event that any provision of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(I) Opting Out of Arbitration.

Contractor may opt out of this Arbitration Agreement pursuant to the terms of this subsection. If Contractor does not wish to be subject to this Arbitration Agreement, Contractor may opt out of arbitration by notifying Company in writing of Contractor’s desire to opt out of arbitration, which writing must be dated, signed and delivered by: (1) electronic mail to info@getluna.com, or (2) by certified mail, postage prepaid and return receipt requested, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.) that is addressed to:

ATTN: Legal Department
Lifespan Physiotherapy Staffing, Inc
2941 4th Ave Suite A
San Diego, CA 92103

In order to be effective, (A) the writing must state Contractor’s intent to opt out of this Arbitration Agreement, (B) the writing must include the Contractor’s name, phone number, and email address associated, and (C) the email or envelope containing the signed writing must be sent within 30 days of the date this Independent Contractor Agreement is executed by Contractor. Should Contractor not opt out within the 30-day period, Contractor and Company shall be mutually bound by the terms of this Arbitration Agreement in full.

Contractor has the right to consult with counsel of Contractor’s choice concerning this Arbitration Agreement and Contractor will not be subject to retaliation if Contractor exercises the right to assert claims under or opt out of this Arbitration Agreement.

(J) Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration, the parties may agree to first attempt to negotiate any Claim. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the Claim (“Notice”). The Notice must (1) describe the nature and basis of the Claim, (2) set forth the specific relief sought and (3) request pre-arbitration negotiation of the Claim. The party receiving the Notice may accept or reject the opportunity to negotiate under this subsection. If the parties mutually agree to negotiate and the negotiation does not result in full resolution of the Claim within 30 days after the Notice is sent, or such later date as agreed by the parties, the negotiation under this subsection will be deemed concluded, and the Claim will then be arbitrated as otherwise provided in this Arbitration Agreement. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

EXHIBIT C

BUSINESS ASSOCIATE AGREEMENT

THIS BUSINESS ASSOCIATE AGREEMENT (“Agreement”) is entered into by and between Lifespan Physiotherapy Staffing, Inc., a California professional corporation (“Covered Entity”), which operates a technology platform enabling physical, occupational, speech therapy, amd MSW located in California, (the “Practice”) and the party clicking through to accept this Agreement (“Business Associate”) (individually, a “Party” and collectively, the “Parties”). This Agreement supersedes and amends any prior Business Associate Agreement and any amendments thereto between the Parties. By selecting or clicking on the “Agree” button associated with this agreement, Business Associate agrees to be bound by and become a party to this Agreement. This Agreement shall be effective on the date on which Business Associate clicks through to accept this Agreement (the “Effective Date”). BUSINESS ASSOCIATE REPRESENTS, WARRANTS AND AGREES THAT HE/SHE HAS FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND HIMSELF/HERSELF TO THE TERMS AND CONDITIONS HEREIN. BY SELECTING THE ACCEPTANCE BUTTONS AND “SIGN” BUTTON BELOW, BUSINESS ASSOCIATE WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE BUSINESS ASSOCIATE AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

WHEREAS, Covered Entity and Business Associate have entered into, or are entering into, or may subsequently enter into, agreements or other documented arrangements (collectively, the “Business Arrangements”), including but not limited to the Independent Contractor Agreement, entered into between the Parties as of the date above, pursuant to which Business Associate may create, receive, maintain, or transmit data for or from Covered Entity that constitutes Protected Health Information to perform services (“Services”) on behalf of Covered Entity; and

WHEREAS, Covered Entity is or may be subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), and the implementing regulations set forth at 45 CFR Parts 160, 162, and 164 (the “HIPAA Regulations”); and

WHEREAS, to the extent required by the HIPAA Regulations and applicable state law, Business Associate is or may be directly subject to certain privacy and security obligations and penalty provisions of the HIPAA Regulations and state law.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows:

DEFINITIONSCapitalized terms used but not otherwise defined in this Agreement shall have the same meaning as those terms in the HIPAA Regulations. “PHI” shall have the same meaning as the term “Protected Health Information” in 45 CFR § 160.103, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity. “Electronic PHI” shall have the same meaning as the term “Electronic Protected Health Information” in 45 CFR § 160.103, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity. “Unsecured PHI” shall have the same meaning as the term “Unsecured Protected Health Information” in 45 CFR 164.402, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity.
EFFECT OF AGREEMENTThe Parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Parties to comply with HIPAA, the HITECH Act, the HIPAA Regulations, and applicable state law.
BUSINESS ASSOCIATE OBLIGATIONS
1. Permitted Uses and Disclosures: Business Associate shall not use and disclose PHI other than as expressly permitted or required by this Business Associate Agreement or as Required By Law. Except as otherwise limited in this Business Associate Agreement, Business Associate is permitted to use and disclose PHI as follows:
  1. Business Associate may use and disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Business Arrangements, provided that use or disclosure would not violate the HIPAA Regulations if done by Covered Entity.
  2. Business Associate may use and disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate (collectively, “Business Associate’s Operations”), provided that Business Associate may only disclose PHI for Business Associate’s Operations if the disclosure is Required By Law or Business Associate obtains reasonable assurances, evidenced by a written contract, from the recipient that the recipient will: (1) hold such PHI in confidence and use or further disclose it only for the purpose for which Business Associate disclosed it to the recipient or as Required By Law; and (2) notify Business Associate of any instance of which the recipient becomes aware in which the confidentiality of such PHI has been breached without unreasonable delay.
  3. Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
  4. Business Associate may use PHI to create information that is de-identified in accordance with 45 CFR 164.514.
  5. Business Associate may use and disclose PHI as otherwise permitted by law, provided that such use or disclosure would not violate the HIPAA Regulations if done by Covered Entity directly and provided that Covered Entity gives its prior written consent.
  6. To the extent Covered Entity notifies Business Associate of a restriction request granted by Covered Entity that would limit Business Associate’s use or disclosure of PHI, Business Associate will comply with the restriction.
  7. To the extent Business Associate is authorized to make disclosures directly to health plans, Business Associate shall not disclose PHI to a health plan for payment or health care operations purposes if the patient has requested this special restriction, and has paid out of pocket in full for the health care item or service to which the PHI solely relates, as required by 42 USC 17935(a).
  8. Notwithstanding anything herein to the contrary, Business Associate shall not use or disclose PHI for purposes of marketing or fundraising, as defined in the HIPAA Regulations, the HITECH Act, and applicable state law.
  9. Notwithstanding anything herein to the contrary, Business Associate shall not sell or receive remuneration, directly or indirectly, in exchange for PHI; provided, however, that this prohibition shall not be construed to limit or otherwise affect payment by Covered Entity to Business Associate for services provided pursuant to the Business Arrangements.
2. Compliance: Business Associate shall be directly responsible for full compliance with the applicable requirements of the HIPAA Regulations to the same extent as Covered Entity. To the extent Business Associate is to carry out an obligation of Covered Entity under the HIPAA Regulations, Business Associate shall comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligation.
3. Minimum Necessary: Business Associate represents that the PHI requested, used, or disclosed by Business Associate shall be the minimum amount necessary to carry out the purposes of the Business Arrangements. To the extent the requirements of 45 CFR 164.502(b) apply, Business Associate will limit all of its uses and disclosures of, and requests for, PHI (1) when practical, to the information making up a Limited Data Set, and (2) in all other cases, to the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure, or request.
4. Business Associate Agents: Business Associate shall ensure that each agent or subcontractor that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees in writing to the same restrictions and conditions that apply to Business Associate pursuant to this Business Associate Agreement.
5. Appropriate Safeguards; Security: Business Associate shall use and maintain reasonable and appropriate administrative, technical, and physical safeguards to prevent uses and disclosures of PHI other than as permitted in this Business Associate Agreement. In addition, Business Associate agrees to comply with the applicable requirements of 45 C.F.R. Part 164 Subpart C with respect to Electronic PHI and any guidance issued by the Secretary of the Department of Health and Human Services.
6. Access to Records: Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to Covered Entity, or to the Secretary of the Department of Health and Human Services, for purposes of determining compliance with the HIPAA Regulations.
7. Improper Access, Use, or Disclosure; Security Incident; Breach: Business Associate shall promptly report to Covered Entity in writing any access, use, or disclosure of PHI not permitted by this Business Associate Agreement, any Security Incident, and any Breach of Unsecured PHI of which it becomes aware or which it discovers without unreasonable delay.
  1. A Breach shall be treated as discovered by Business Associate as of the first day on which such Breach is known to Business Associate, or by exercising reasonable diligence would have been known to Business Associate. Business Associate shall be deemed to have knowledge of a Breach if the Breach is known by, or by exercising reasonable diligence would have been known to, any person, other than the person committing the Breach, who is an employee, officer, or other agent of Business Associate.
  2. Any report of Breach required by this section shall include the information specified in 45 CFR 164.410.
  3. Business Associate shall promptly provide Covered Entity with updates of information concerning the details of any unauthorized access, use, or disclosure of PHI, Security Incident, or Breach
  4. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Business Associate Agreement, a Security Incident, or a Breach of Unsecured PHI.
  5. It is the sole responsibility of Covered Entity to notify individuals of any Breach of Unsecured PHI. Business Associate shall cooperate with Covered Entity in the provision of any such notification.
  6. Notwithstanding Business Associate’s obligation to notify Covered Entity of any Security Incident, the Parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notice to Covered Entity shall be required. “Unsuccessful Security Incidents” shall include, but not be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service, and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of Electronic PHI.
  7. Business Associate shall report to Covered Entity in writing any security incident or breach of personal information for which applicable state law may require notification or other action by either Business Associate or Covered Entity. Any such report shall be made in accordance with the requirements of the relevant state law.
8. Access to PHI; Amendment of PHI: To the extent that PHI is part of a Designated Record Set, and that such Designated Record Set (or a portion thereof) is to be maintained by Business Associate:
  1. Business Associate shall within ten (10) days after a written request from Covered Entity provide access, at the request of the Covered Entity, and in the time and manner designated by the Covered Entity, to such PHI to Covered Entity or, as directed by the Covered Entity, to an Individual in order to meet the requirements of 45 CFR § 164.524.
  2. If the requested PHI is maintained electronically, Business Associate shall provide a copy of the PHI in the form and format requested by the Individual, if it is readily producible, or, if not, in a readable electronic form and format agreed to by Covered Entity and the Individual.
  3. In the event that any individual requests access to PHI directly from Business Associate, Business Associate shall immediately and in no event later than ten (10) days of receiving such request forward the request to Covered Entity. Any denials of access to the PHI requested shall be the responsibility of Covered Entity.
  4. Business Associate shall within ten (10) days after a written request from Covered Entity make amendments to such PHI as directed or agreed to by Covered Entity in accordance with the requirements of 45 CFR 164.526.
  5. In the event that a request for an amendment is delivered directly to Business Associate, Business Associate shall immediately and in no event later than ten (10) days of receiving such request forward the request to Covered Entity.
9. Accounting: Business Associate shall document such disclosures of PHI and information related to such disclosures and, within ten (10) days after Covered Entity’s written request, shall provide to Covered Entity or to an Individual, in time and manner designated by Covered Entity, information collected in accordance with this section, as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. In the event that a request for an accounting is delivered directly to Business Associate, Business Associate shall immediately and in no event later than ten (10) days of receiving such request forward the request to Covered Entity.
COVERED ENTITY’S OBLIGATIONS
1. Notice of Privacy Practices: Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR 164.520, as well as any subsequent changes to such notice of privacy practices.
2. Changes in Access by Individual: Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose PHI, if such changes affect Business Associate’s permitted or required uses and disclosures.
3. Restrictions on Use and Disclosure of PHI: Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522.
TERMINATION
1. Term: The Term of this Agreement shall be effective as of the Effective Date and shall remain in effect until termination of the Business Arrangements; provided, however, that certain obligations shall survive termination of this Agreement as set forth in Section V(C).
2. Termination for Cause: Covered Entity may immediately terminate this Agreement in the event that Business Associate materially breaches any provision of this Agreement. In its sole discretion, Covered Entity may permit Business Associate the ability to cure or take substantial steps to cure such material breach to Covered Entity’s satisfaction within thirty (30) days after receipt of written notice from Covered Entity. If termination pursuant to this section is infeasible, Covered Entity shall report the breach to the Secretary of the Department of Health and Human Services.
3. Return or Destruction of PHI: Upon termination, if feasible, Business Associate shall return or destroy, at no cost to Covered Entity, all PHI that Business Associate still maintains in any form and shall retain no copies of such information. Prior to doing so, Business Associate further agrees to recover any PHI in the possession of its subcontractors or agents. If it is infeasible to return or destroy PHI, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction of PHI infeasible and Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further use of such PHI solely to those purposes that make the return or destruction of such PHI infeasible. The provisions of this section shall survive the expiration or termination of this Business Associate Agreement.
MISCELLANEOUS
1. Amendment to Comply with Law: The Parties acknowledge that it may be necessary to amend this Business Associate Agreement to comply with modifications to HIPAA, the HITECH Act, the HIPAA Regulations, and applicable state law, including but not limited to statutory or regulatory modifications or interpretations by a regulatory agency or court of competent jurisdiction. The Parties agree to use good faith efforts to develop and execute any amendments to this Business Associate Agreement as may be required by any such modifications.
2. Amendment: Covered Entity may change this Agreement at any time, but if it does so, it will bring any material changes to Business Associate’s attention by sending an email or by some other means. If Business Associate does not agree with the changes, Business Associate may no longer provide the Services. If Business Associate provides the Services in any way after a change to this Agreement is effective, that means Business Associate has agreed to all of the changes. Except for changes by Covered Entity as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both Parties.
3. Assignment: Notwithstanding anything in the Business Arrangements to the contrary, neither Party may assign this Business Associate Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, that Business Associate may assign this Business Associate Agreement without the consent of the other Party to an affiliate or in conjunction with a merger, reorganization, consolidation, change of control or sale of all or substantially all of its assets. Subject to the requirements of this paragraph, this Business Associate Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.
4. No Third Party Beneficiaries; Agency Relationship: Nothing expressed or implied in this Business Associate Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. Nothing in this Business Associate Agreement shall be construed to create any agency relationship between the Parties.
5. Governing Law: This Business Associate Agreement shall be interpreted, construed, and enforced pursuant to and in accordance with the laws of the state in which Business Associate primarily performs Services pursuant to this Independent Contractor Agreement.
6. Paragraph Headings: The paragraph headings in this Business Associate Agreement are for convenience only. They form no part of this Business Associate Agreement and shall not affect its interpretations.
7. Limitation of Liability: In no event shall Covered Entity, nor its directors, employees, agents, partners, suppliers or content providers, be liable to Business Associate under any contract, negligence, strict liability or other legal or equitable theory for (a) any amounts that in the aggregate exceed the fees actually paid to Business Associate by Covered Entity under this Independent Contractor Agreement, (b) any indirect, special, incidental, punitive or consequential damages, including lost profits, even if Covered Entity has been advised of the possibility of such damages, (c) the cost of procurement of substitute goods, technology or services, or (d) any matter beyond Covered Entity’s reasonable control, including any matters relating to or arising out of the Services.
8. Indemnification: Each Party hereto agrees to indemnify, defend, and hold harmless the other from all claims, losses, fines, administrative penalties, judgments and expenses arising in whole or in part from such Party’s breach of the terms of this Agreement.

I acknowledge that I have read and accept the terms of the Independent Contractor agreement above.
I acknowledge that I have read and accept the terms of the embedded Arbitration agreement above.
I acknowledge that I have read and accept the terms of the embedded Business Associate agreement above.
I consent to using my electronic signature in the format depicted on this webpage as a binding representation of my understanding and agreement.
I understand that I will receive an email copy of this agreement following my submission of the form.

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EXHIBIT A

COMPENSATION

EXHIBIT B

ARBITRATION AGREEMENT

EXHIBIT C

BUSINESS ASSOCIATE AGREEMENT

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