Independent Contractor Agreement

For Professional Counseling Services

Effective Date

The Effective Date of this Agreement shall be the date electronically signed by Contractor below.

This Independent Contractor Agreement (the “Agreement”) is entered into by and between:

Moore Consulting Holdings, LLC, a Florida limited liability company, doing business as Vievar Behavioral Health (“Company” or “Vievar”),

and

the individual accepting this Agreement electronically (“Contractor”).

Recitals

WHEREAS, Company provides professional counseling and behavioral health services to the public;

WHEREAS, Contractor represents that Contractor is duly trained, qualified, and appropriately licensed or credentialed to provide professional services;

WHEREAS, Company desires to engage Contractor as an independent contractor to provide such services;

WHEREAS, Contractor has had the opportunity to consult with independent legal counsel regarding this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Section I – Professional Services

Contractor shall provide professional counseling and/or behavioral health services in accordance with Contractor’s licensure, ethical obligations, payer requirements, and applicable law, using reasonable professional judgment.

Section II – Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Company. Contractor is not entitled to employee benefits of any kind and is solely responsible for all taxes, withholdings, insurance, and governmental reporting obligations arising from compensation paid under this Agreement. Company shall issue IRS Form 1099 as required by law.

Independent Clinical Judgment

Contractor retains sole authority over clinical judgment and treatment decisions. Company shall not control the manner or means of service delivery except as required by law, payer requirements, accreditation standards, patient safety obligations, or Company compliance policies.

Outside Practice

Contractor may provide services to others during the term of this Agreement. Company is not obligated to provide referrals, and Contractor is not obligated to accept referrals.

Tools, Expenses, and Business Operations

Contractor shall be solely responsible for all business expenses, tools, equipment, continuing education, licensure, credentialing, and professional costs necessary to perform services under this Agreement.

Contractor shall also be responsible for payment of all fees associated with access to and use of the Company-designated electronic health record system.

Except for the electronic health record system, access to Company-designated facilities and systems, if any, shall be provided by Company at no cost to Contractor unless otherwise agreed in writing.

Licensure and Insurance

Contractor shall maintain all licenses, registrations, and certifications required in each jurisdiction where services are rendered, including telehealth services, and shall maintain professional liability insurance at Contractor’s expense.

Quality Assurance and Compliance

Contractor agrees to participate in reasonable quality assurance, credentialing, peer review, audit, and compliance activities required by law, payer requirements, accreditation standards, or Company policy, provided such participation does not alter Contractor’s independent contractor status.

Section II-A – Compliance With Laws and Company Policies

Contractor shall comply with all applicable federal, state, and local laws and regulations, including licensure laws, telehealth regulations, healthcare fraud and abuse laws, payer requirements, and privacy and security laws, including HIPAA where applicable.

Contractor further agrees to comply with all Company policies, procedures, manuals, handbooks, and standard operating procedures applicable to independent contractors, as amended from time to time. Such policies are incorporated herein by reference and constitute material terms of this Agreement.

Section III – Patients and Clients

Patients maintained by Contractor prior to execution of this Agreement shall remain Contractor’s patients.

Company patients shall remain Company patients unless otherwise authorized by Company or required by law.

Nothing herein restricts patient choice as required by law.

Section IV – Use of Company Facilities and Systems

Company may permit Contractor to provide services using Company facilities and systems, including electronic health record systems, communication platforms, scheduling systems, and other technology resources, subject to Company policies and security requirements.

Section V – Pricing and Compensation

Compensation shall be governed exclusively by the Schedule of Fees and Payments attached as Exhibit C or otherwise separately executed or electronically acknowledged by Contractor.

Company may utilize multiple compensation schedules for different contractors. Only the compensation schedule executed or accepted by Contractor shall apply to Contractor.

Contractor shall bill only for services personally rendered, medically necessary, properly documented, and compliant with payer requirements and Company billing policies.

Section VI – Accounting and Tax Reporting

Company shall provide accounting of Contractor compensation and shall issue IRS Form 1099 annually in accordance with applicable law.

Section VII – Term and Renewal

This Agreement shall have an initial term of one (1) year beginning on the Effective Date and shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to expiration.

Section VIII – Termination

Either party may terminate this Agreement upon thirty (30) days written notice.

This Agreement shall automatically terminate upon loss of licensure, death, incapacity, material breach, exclusion from participation in governmental healthcare programs, or cessation of Company operations.

Obligations under Sections II-A, IX, X, XI, and all Exhibits and Appendices shall survive termination.

Section IX – Return of Company Property

Upon termination, Contractor shall immediately return all Company property, credentials, records, system access credentials, devices, and protected health information as required by Company policy and applicable law.

Section X – Confidentiality and Non-Disclosure

Contractor shall not disclose confidential patient information or Company confidential information except as permitted by law, HIPAA, or Company policy.

Company shall be entitled to seek injunctive relief and all other remedies available at law or equity for breach of this section.

Section XI – Non-Solicitation

During the term of this Agreement and for two (2) years thereafter, Contractor shall not actively solicit Company patients or clients, except for Contractor’s pre-existing patients.

Nothing herein restricts patient choice or unsolicited patient contact.

Section XII – Governing Law

This Agreement shall be governed by the laws of the State of Florida.

Services rendered in North Carolina shall additionally comply with applicable North Carolina laws and regulations.

Venue for disputes arising under this Agreement shall be Orange County, Florida, unless otherwise required by law.

Section XIII – Electronic Signatures and Online Acceptance

Contractor acknowledges and agrees that:

This Agreement may be presented, accepted, executed, and stored electronically.
Contractor’s electronic signature, typed name, checkbox acknowledgment, digital acceptance, or other electronic assent shall constitute a legally binding signature under the federal Electronic Signatures in Global and National Commerce Act (“ESIGN”), the Florida Uniform Electronic Transaction Act (“UETA”), and other applicable laws.
Contractor has the ability to access, review, download, print, and retain this Agreement electronically.
Contractor consents to receive agreements, notices, disclosures, and other communications electronically.
Contractor acknowledges that acceptance of this Agreement is a condition of participation as an independent contractor with Company.

Contractor Acknowledgment and Electronic Signature

By electronically signing this Agreement, Contractor confirms that Contractor has read, understands, and agrees to be bound by the terms of this Agreement.

Call: (877)885.5850

Vievar Clinical Network Application