This Standard Terms & Conditions document (this “Agreement”) is a contract entered into by and between Barton & Associates, Inc. (“Barton”), and the Client identified on the Placement Order(s) referencing this Agreement (the “Client”). This Agreement is effective, and Client agrees to be bound by its terms and conditions, as of the date of Client’s acceptance of one or more Providers for placement under Section 2 (the “Effective Date”).

• Purpose of Agreement. This Agreement sets forth the terms and conditions pursuant to which Client may use Barton’s services to coordinate the temporary placement (or “assignment”) of locum tenens providers (“Provider(s)”) according to Client’s requested needs. 
• Presentation and Acceptance of Providers. In response to each placement request from Client, Barton shall use its best commercial efforts to present Client with one or more Providers for Client’s consideration. Client shall have the right to reject any Provider presented by Barton under this Agreement. Client shall communicate its acceptance of a Provider to Barton either orally or in writing. If Barton presents a Provider to Client who was already known to Client, Client shall so notify Barton in writing within 2 business days after receipt of such presentation. If Client fails to so notify Barton, Barton shall be deemed to have introduced the Provider to Client. Client shall submit proof of a prior relationship or introduction upon request by Barton. 
• Confirmation of Assignments (Placement Orders). Upon Client’s acceptance of a Provider, Barton shall issue for Client’s review and execution a Placement Order confirming the Provider’s name and specialty, the dates and location(s) of the assignment, the applicable rates, fees, expenses, and other commercial terms of the assignment, and any assignment-specific deviations from the terms of this Agreement. Client shall return the executed Placement Order, or object in writing to its accuracy, within 2 business days of Client’s receipt thereof. If Client timely objects to the accuracy of a Placement Order and corrections need to be made thereto, Barton shall promptly issue a corrected Placement Order for Client’s review and execution. Client shall execute and return all corrected Placement Orders within 2 business days of Client’s receipt thereof. Each assignment shall become binding on the Parties, and thus subject to this Agreement’s cancellation terms, immediately upon Client’s execution of the corresponding Placement Order. If Client fails to timely execute and return a Placement Order, or to timely object in writing to its accuracy, the Placement Order shall be deemed accurate and shall be binding on the Parties. Notwithstanding the foregoing, the Parties are free to make agreed-upon changes to assignment dates set forth in a Placement Order by email, text message, or other written communication. Each assignment shall be subject to the terms and conditions of this Agreement and the corresponding Placement Order. The terms of each Placement Order shall be deemed Confidential Information (as defined herein), and shall be treated accordingly.
• Continuation of Assignments. Any assignment under this Agreement can be continued past its originally scheduled end date, if Client and Provider mutually so agree. Client shall communicate each such assignment continuation to Barton so that the Parties can memorialize its terms in writing.
• Credentialing and Privileging. Barton shall assist Client in obtaining any information, documents or materials necessary for Client’s pre-assignment requirements and processes. Client shall have sole responsibility and authority to review, process, credential, and approve each Provider’s qualifications according to applicable law and Client’s applicable policies and governing documents. Client shall have sole responsibility for any and all costs required for or associated with screening, credentialing and privileging each Provider, including but not limited to costs for medical tests, drug screens, CSR screening, DEA certification, DEA address change, and OSHA compliance. Client shall make a diligent and reasonable effort to complete each Provider’s credentialing and privileging before the assignment’s scheduled start date. 
• Practice Descriptions and Work Schedules. Client shall have sole responsibility and authority for providing each Provider with a practice description and work schedule for each assignment (which schedule shall be consistent with the corresponding Placement Order), and Client shall not require or request any Provider to perform work that deviates materially therefrom. 
• Equipment and Supplies; Facility Environment. Client shall furnish each Provider with usual and customary equipment and supplies, and a suitable work environment in compliance with applicable medical and legal standards. Client shall have sole responsibility for its facilities, equipment, practice methods and environment, protocols, staffing levels, privileging and related matters, and Client acknowledges that Barton does not direct, control or have any responsibility for such matters.
• Onboarding and Training. Any time spent by a Provider satisfying Client’s onboarding, orientation and training requirements shall be billable time and reflected on such Provider’s timesheets. 
• Charting. Client shall furnish each Provider with any necessary training on Client’s patient charting systems and processes at the start of an assignment and shall afford each Provider adequate time to complete patient charting during an assignment. Client shall have sole responsibility and authority to ensure a Provider completes all patient charting prior to the completion of an assignment, and Client’s failure to verify a Provider’s completion of patient charting shall not relieve Client of its obligation to pay Barton’s fees as otherwise required. 
• Timesheets. Client shall sign and approve, or, as applicable, cause an authorized representative of the assigned facility to sign and approve, each Provider’s timesheets on a weekly basis. Such signature and approval shall constitute Client’s verification that Provider rendered services for the time reflected on the timesheet. If Client has any question or concern regarding a Provider’s timesheet, Client shall so notify Barton in writing within 3 business days of Client’s receipt of the timesheet; in the absence of such notice, the timesheet shall be deemed verified and Barton shall be entitled to receive full payment of fees for the time reflected on the timesheet. 
• Risk Management; Incident Resolution. Client shall promptly notify Barton of a Provider’s potential inability to continue satisfying Client’s credentialing or privileging requirements during an assignment, so Barton can facilitate efforts to ensure such Provider’s continued ability to satisfy such requirements. Client shall promptly notify Barton in writing of any: (a) incident known to Client that may reasonably result in a malpractice claim or disciplinary action against any Provider arising out of services rendered under this Agreement; and (b) complaint made to or concern developed by Client regarding any Provider’s misconduct or performance deficiencies while on assignment. Client shall cooperate in good faith in Barton’s risk management and incident resolution efforts, and, upon Barton’s written request, shall provide Barton all necessary information and documentation, related to any Provider’s conduct or performance while on assignment. 
• Travel and Lodging. Unless otherwise specified in a Placement Order, for each assignment Barton shall arrange Provider’s: (a) reasonable living accommodations; (b) reasonable round-trip transportation to and from the assignment, including applicable baggage fees as outlined in the applicable Placement Order; (c) and local transportation, including a pro rata allocation for automobile insurance (“Travel and Lodging”). Client shall reimburse Barton for all Travel and Lodging expenses. Alternatively, the Parties may agree, on a per assignment basis, that Client shall arrange for Travel and Lodging at its own expense. For each assignment, Client shall reimburse Barton for mileage at the then-current standard IRS mileage rate when a Provider uses his or her own personal automobile.  
• Holiday Premium. Unless otherwise specified in a Placement Order, for each assignment Client shall pay Barton a holiday premium for all Federal holidays on which Provider performs services during the assignment.
• Invoicing. Barton shall invoice Client on a weekly basis or as services are otherwise provided. Each invoice shall be based on services provided and the commercial terms contained in each applicable Placement Order and/or any separate arrangements agreed upon between the Parties. Client acknowledges that Travel and Lodging charges shall be invoiced after Barton has been billed for them by the vendor. 
• Payments. Client shall remit full payment to Barton of all invoiced amounts within 15 days of Client’s receipt of the invoice. In the event Client disputes an invoice or any portion thereof, Client shall notify Barton of such dispute within 5 business days of Client’s receipt of the invoice; otherwise, such dispute shall be deemed waived and Client shall pay Barton the full invoiced amount within 15 days of the Client’s receipt of the invoice. Further, in the event Client timely disputes only a portion of an invoice, Client shall pay Barton the full undisputed portion of such invoice within 15 days of Client’s receipt of the invoice. Client’s payment obligations under this Agreement are independent of, and neither conditioned on nor subject to, Client’s satisfaction with the number of cases or modalities performed by Provider or any other aspect of Provider’s performance. All payments more than 30 days past due shall accrue interest at the rate of 2% per month. If Barton reasonably determines Client to be a credit or payment risk, Barton shall have the right to require Client to prepay for services or to remit payment at shorter or different intervals.
• Assignment Cancellations.
  • 16.1. Client shall have the right to cancel any assignment immediately upon written notice to Barton, if Client reasonably determines that: (a) the Provider cannot conform or has failed to conform to prevailing standards of professional or clinical conduct; and/or (b) Provider cannot or no longer is able to satisfy Client’s credentialing or privileging requirements. (For avoidance of doubt, if a Provider fails to satisfy Client’s credentialing or privileging requirements before an assignment’s scheduled start date, notwithstanding the existence of a Placement Order Client shall have no obligation to move forward with the Provider for the assignment or to pay Barton any fees, costs or penalties associated with the assignment.) Upon Barton’s written request, Client shall provide Barton a satisfactory written explanation of the reason(s) for the cancellation. For any cancellation under this Section, Barton shall, upon Client’s written request, use its best commercial efforts to present one or more replacement Providers for Client’s consideration.
  • 16.2. Client shall have the right to cancel any assignment for any or no reason by giving Barton 30 days advance written notice. For clarification and avoidance of doubt: (a) if the assignment has already commenced, such notice shall become effective 30 days after the date Barton receives such notice; and (b) if the assignment has not yet commenced, such notice shall become effective 30 days after the date on which the assignment is scheduled to commence. If Client fails to give Barton the above-required notice, Client shall be responsible for promptly paying Barton all fees and expenses that would have been payable to Barton had Client provided such notice. The Parties agree that such payments are reasonable and constitute compensation, not a penalty, and that Barton’s right to such payments is Barton’s exclusive remedy for Client’s failure to comply with its notice obligations in this Section. 
  • 16.3. Barton shall have the right to cancel any assignment: (a) for any or no reason by giving Client 30 days advance written notice; and (b) immediately upon written notice to Client, if (i) Client fails to comply with any of its payment obligations under this Agreement or (ii) the Provider cancels or is unwilling or unable to perform such assignment. For any cancellation under (b)(ii) above, Barton shall, upon Client’s written request, use its best commercial efforts to present one or more replacement Providers for Client’s consideration.
  • 16.4. No cancellation of any assignment shall release either Party from any liability that has already accrued, comes into effect because of such cancellation, or otherwise expressly or impliedly survives such cancellation.
• Conversion. 
  • 17.1. Client acknowledges and agrees that if Client or a Client Affiliate (as defined in Section 22 below) were to enter into any direct or indirect employment or (other than pursuant to this Agreement) business or contractual arrangement for clinical services with a Provider presented under this Agreement (each, a “Conversion”), the harm caused to Barton by such Conversion would be impossible or extremely difficult to accurately estimate. 
  • 17.2. Accordingly, Client shall pay Barton a fee for each Conversion of a Provider by Client or a Client Affiliate that occurs within 12 months from the start date of such Provider’s most recent assignment with Client, or, if no assignment has been made, 12 months from the date Barton presented such Provider to Client (“Conversion Fee”). Unless otherwise specified in a Placement Order, the Conversion Fee shall be $45,000.00 for a Physician (regardless of specialty) and $25,000.00 for an Advanced Practice Provider (regardless of specialty). The Conversion Fee shall be due and payable before the Conversion takes effect. The Parties agree that any Conversion Fee payment under this Section constitutes reasonable compensation, not a penalty. 
  • 17.3. This Section shall be unenforceable as null and void if its terms are expressly prohibited by controlling law, but shall otherwise be enforceable to the maximum extent permitted by controlling law. This Section shall survive the termination or expiration of this Agreement. 
• Termination of Agreement. This Agreement is in effect as of the Effective Date and shall remain in effect unless it is terminated in accordance with this Section. Either Party shall have the right to terminate this Agreement, for any reason or no reason, upon 30 days’ written notice to the other Party. Either Party shall have the right to terminate this Agreement if any term or condition is materially breached by the other Party, provided the breaching Party fails to cure the breach within 15 days of receiving notice from the non-breaching Party. Client’s termination notice pursuant to this Section shall be given by email to legal@bartonassociates.com with a copy of this Agreement attached thereto. Termination of this Agreement shall not release either Party from any liability that has already accrued, comes into effect because of such termination, or otherwise expressly or impliedly survives such termination. 
• Professional Liability Insurance. Barton shall maintain a professional liability (medical malpractice) insurance policy with limits of $1,000,000 per claim and $3,000,000 in the annual aggregate covering itself and Providers duly assigned under this Agreement. The coverage available under that insurance policy is subject to the policy’s terms, conditions, and limitations. In connection with any assignment in a state that maintains a mandatory patient compensation or medical professional liability fund, Client shall reimburse Barton for the actual amounts assessed against Barton under any such funds.
• Telemedicine Services. If Client requests that a Provider perform remote diagnosis and treatment of patients by means of telecommunications technology (“Telemedicine Services”), Client shall ensure: (a) that Provider is adequately and appropriately trained in the use of all provided or approved telemedicine equipment and software; (b) that informed consent is obtained from all patients for the treatment via telemedicine equipment and software; and (c) that adequate and reasonable precautions are taken to secure the telemedicine equipment and software against privacy and security risks in adherence to the HIPAA Security Rule, as applicable. Client understands and agrees that Barton’s professional liability insurance covers medical malpractice only and excludes Client- and Provider-provided telemedicine equipment or software.
• Barton’s Relationship with Providers. Each Provider, for all purposes, is an independent contractor, not an employee, agent, representative, or partner, of Barton. Barton does not and cannot direct or control any Provider’s services or compliance with professional or legal obligations, and is not responsible for any Provider’s medical, clinical, and other decisions or actions, including when, where, and how to render services. 
• Client Affiliates. If Barton provides services under this Agreement to any affiliate of Client, including any facility, entity, or organization controlling, controlled by, or under common control with Client through a group, hospital system, or contractual or other arrangement (each, a “Client Affiliate”) that signs or is identified on a Placement Order, such Client Affiliate, together with Client, shall be responsible and jointly and severally liable for Client’s obligations under this Agreement.
• Inter-Corporate Subcontracting. To maximize its offerings and more fully satisfy Client’s needs under this Agreement, Barton may from time to time engage the unique staffing resources and expertise of its corporate affiliate Wellhart, LLC (“Wellhart”) through an inter-corporate subcontracting relationship. Barton represents that its inter-corporate subcontracting relationship with Wellhart shall: (a) in no way excuse Barton from its contractual obligations under this Agreement or discharge Barton from any legal liabilities arising from this Agreement; and (b) contractually obligate Wellhart to perform the subcontracted services in accordance with the terms and conditions of this Agreement and to assume joint and several liability for Barton’s obligations under this Agreement arising from the subcontracted services.
• Government Contract Mandatory Flow-Downs (as Applicable). If Barton is performing services under this Agreement in furtherance of a government requirement and is appropriately classified as a government subcontractor, Barton’s services shall constitute a “commercial item,” as defined in Section 2.101 of the Federal Acquisition Regulation (“FAR”), and Barton shall be subject to the standard contract clauses required to be flowed down to “commercial item” subcontractors, as listed in FAR 52.212-5(e)(1) (“Mandatory Flow-Down Clauses”). If Barton’s acceptance of additional standard contract clauses beyond the Mandatory Flow-Down Clauses is necessary for Client to meet its contractual obligations to the government customer, the Parties shall incorporate any and all such agreed-upon additional clauses into this Agreement pursuant to an Addendum signed by the Parties for that express purpose.
• Confidential Information. Each Party that receives Confidential Information (defined below) shall maintain reasonable safeguards to ensure the confidentiality of such Confidential Information, shall not use such Confidential Information other than as strictly necessary to perform its obligations under this Agreement, and shall not disclose such Confidential Information except: (a) with the prior written consent of the disclosing Party; (b) to the extent disclosure is made to its directors, officers, employees, and agents with a need to know such Confidential Information in order to fulfill the receiving Party’s obligations or to enforce the receiving Party’s rights under this Agreement; or (c) as required to comply with its legal obligations. “Confidential Information” includes the terms of this Agreement and each Placement Order, the identities of and information relating to Providers, and all other non-public or proprietary business information owned or licensed by the disclosing Party. 
• Billing Rights. Client shall have sole responsibility and authority to bill and collect all professional fees and ancillary charges associated with a Provider’s services rendered while on assignment under this Agreement. All professional fees and ancillary charges collected by Client shall be and remain the property of Client. In the event any payor requires any Provider’s services to be billed directly by such Provider, Client shall bill for such services on behalf of such Provider and may utilize such Provider’s billing number for such billings; Barton shall direct any such Provider to assign to Client all proceeds and collections of such billings in a manner consistent with applicable assignment-of-benefits rules and regulations, including those of governmental payors or programs (such as Medicare and Medicaid) and other third-party payors or programs. 
• HIPAA Compliance. The Parties acknowledge and agree that to the extent Client is a “Covered Entity” within the meaning of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Barton is not a “business associate,” as that term is defined by HIPAA, due to the nature of Barton’s services provided under this Agreement. The Parties further acknowledge and agree that all Providers placed on assignment with Client under to this Agreement are considered part of Client’s temporary workforce, that all “protected health information” (“PHI”), as that term is defined in HIPAA, is created, viewed, used, maintained and otherwise stored and safeguarded in Client’s work environment, and that no PHI need be exchanged between the Parties in order for Barton to perform its services under this Agreement. Notwithstanding the foregoing, to assist Client in verifying Medicare and Medicaid reimbursable costs and in satisfying other HIPAA requirements, Barton agrees to maintain and make available to Client and appropriate governmental authorities all records required by applicable law for the time period required by applicable law.
• Medicare and Medicaid Compliance. Client represents that neither it nor to the best of its reasonable knowledge any of its currently practicing staff is excluded from participating in the Medicare or Medicaid programs or under investigation or debarred by any state or federal governmental agency for Medicare or Medicaid fraud. 
• Waiver of Sovereign Immunity (As Applicable). If Client is a federally recognized Indian tribe, Client, by executing this Agreement, expressly agrees and consents to: (a) an irrevocable, limited waiver of its sovereign immunity from any suit, action, or proceeding (including arbitration pursuant to Section 30 below), whether at law or in equity, commenced by Barton against Client to interpret or enforce the terms of this Agreement and any applicable Placement Orders; (b) an irrevocable waiver of any requirement for the exhaustion of remedies in any tribal court, including any claim or right of any such court to determine the scope of such court’s jurisdiction; and (c) the power of any authorized court, governmental authority, or arbitrator to enforce any order or judgment relating to this Agreement and any applicable Placement Orders. Client represents, warrants, and covenants to Barton that Client has the authority and the right to grant the waivers and consents contained in this Section, and that no further action is required by any third party in connection with the granting of such waivers and consents. Client expressly agrees that there would be no adequate remedy at law available to protect Barton’s rights under this Agreement or any applicable Placement Orders in the event Client revokes or limits the waivers and consents described in this Section and that Barton would be irreparably harmed as a consequence thereof. This Section shall survive the termination or expiration of this Agreement.
• Arbitration. Any and all disputes between the Parties relating to or arising from this Agreement shall be resolved through final and binding arbitration in accordance with the JAMS Streamlined Arbitration Rules in effect on the date of the commencement of arbitration. The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the Parties or, if the Parties cannot agree on an arbitrator within 15 days, by JAMS. The arbitration shall be conducted in English and shall take place by videoconference. The arbitrator shall have the authority to award any remedy or relief that would have been available to the Parties had the matter been heard in court (in addition to the prevailing Party’s attorneys’ fees set forth below). The arbitrator’s decision shall be final and binding on the Parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties agree to keep confidential all aspects of the arbitration proceedings, except as may be required by law or necessary to enforce or challenge any arbitration award. Each Party shall bear its own costs and expenses (including attorneys’ fees) incurred in any arbitration proceeding; notwithstanding the foregoing, the Party that prevails completely or substantially in any arbitration proceeding is entitled to recover from the other Party all reasonable costs and expenses incurred in such proceeding, including but not limited to reasonable attorneys’ fees. This Section does not preclude or restrict either Party’s right to seek injunctive relief or other provisional remedies in any court of competent jurisdiction where necessary to protect its rights or property (including debt collection); the Party that prevails completely or substantially in any such injunctive or provisional proceeding shall be entitled to recover from the other Party all reasonable costs and expenses incurred therein, including reasonable attorneys’ fees. This Section shall survive the termination or expiration of this Agreement. 
• Governing Law. This Agreement is governed by and to be construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. This Section shall survive the termination or expiration of this Agreement.  
• Mutual Indemnification. Each Party (as “Indemnifying Party”) shall indemnify and hold harmless the other Party and its employees, officers, directors, agents, representatives, affiliates, successors, and assigns (collectively, “Indemnified Party”) for and from any and all losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, expenses, and reasonable attorneys’ fees (collectively, “Losses”) relating to or arising from any third party claim, suit, action, proceeding, audit, investigation, or demand (collectively, “Claim”) alleging or otherwise involving any: (a) conduct by the Indemnifying Party constituting a material breach of its contractual obligations under this Agreement; (b) negligent or more culpable act or omission of the Indemnifying Party in connection with the performance of its obligations under this Agreement; or (c) violation of applicable laws or regulations by the Indemnifying Party. This Section shall survive the termination or expiration of this Agreement.
• Limitation of Liability. In no event shall either Party be liable to the other Party for any consequential, incidental, special, exemplary, punitive, or indirect damages of any kind and however caused. This Section shall survive the termination or expiration of this Agreement.
• Entire Agreement. This Agreement, together with all Placement Orders, is the sole and entire agreement and understanding of the Parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations (whether oral or written) between the Parties relating to such subject matter. In the event of any conflict between the terms of this Agreement and those of a Placement Order, the terms of this Agreement shall control over the conflicting terms of the Placement Order. 
• Modification; Amendment; Waiver. No modification of or amendment to this Agreement shall be effective unless in writing signed by the Parties for that express purpose. Notwithstanding the foregoing sentence, the Parties may change the assignment dates set forth in a Placement Order by email, text message, or other written communication. Handwritten changes made to any term or condition of this Agreement or any Placement Order shall be null and void. No waiver of any right under this Agreement shall be effective unless in writing signed by the waiving Party for that express purpose. A Party’s delay or failure to exercise a right under this Agreement shall not be deemed to be a waiver of such right.  
• Severability; Survival. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties shall renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. Any and all obligations under this Agreement that, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive.
• Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement in its entirety (including all rights and obligations), without the other Party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment, transfer, or delegation in violation of this Section shall be null and void. 
• Authority. Each Party represents, warrants and covenants that it has the full power and authority to carry out the terms of this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so.