This TRANSACTIONAL LOCUM TENENS CONTRACT (“TRANSACTIONAL CONTRACT”) is by and between _____________________________ (“CLIENT”), and _________________________ (“VENDOR”), and will be effective upon the date that CLIENT first submits an Open Assignment Request on www.locumsmart.net (“LOCUMSMART”) to VENDOR (the “EFFECTIVE DATE”)  for the purpose of VENDOR arranging for locum tenens provider(s) (“PROVIDERS”) to provide professional services at CLIENT for the times and rates specified in one or more LocumsMart Confirmation Agreements (“LMCA”), which will be created and stored at LOCUMSMART, and are incorporated herein by reference. For good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties agree as follows:

OBLIGATIONS OF CLIENT. CLIENT shall:

  1. Supply PROVIDERS, according to the required specialty, with (i) a reasonable coverage schedule, (ii) reasonably maintained, usual and customary equipment and supplies, (iii) a suitable practice environment complying with acceptable ethical and procedural standards, (iv) appropriately trained support staff, as necessary, and (v) any other customary support, in each case to enable PROVIDER to perform medical services in PROVIDER’s specialty on comparable terms to other practitioners in the same specialty at CLIENT’s facility(ies).
  2. Determine with PROVIDER, as facilitated by VENDOR, coverage assignments, schedule, number of hours provided, number of patients served and all other requirements related to the performance of professional services by PROVIDER in accordance with the terms set forth in the applicable LMCA.
  3. Bill for, collect and retain all professional fees generated by services rendered by PROVIDER.
  4. Notify VENDOR within 48 hours of when a PROVIDER is bid to CLIENT, whether it shall accept or decline the services of PROVIDER, by using the accept or decline functionality on LOCUMSMART.
  5. Unless otherwise specifically agreed to by the parties in the applicable LMCA, reimburse VENDOR all costs of travel and housing en route or on assignment related to PROVIDER’s assignment, including without limitation, airfare, local transportation, and lodging.
  6. Comply with AMA, federal, state and local standards relating to patient care, the practice of medicine and related activities.
  7. Establish and pay for all fees associated with hospital privileges for PROVIDER.
  8. Pay VENDOR the fees and expenses specified in the applicable LMCA for each PROVIDER that provides services at CLIENT. CLIENT shall reimburse VENDOR for the actual amount of any applicable taxes (except income taxes), including state or local sales, gross, excise or similar tax imposed on fees paid to VENDOR by CLIENT for PROVIDER coverage. Invoices are due thirty days from date of invoice. In the event when meals and housing per diem are paid to the PROVIDER, the parties acknowledge that a reimbursement arrangement exists between the parties.  The reimbursement amount is included in the fee paid for services by CLIENT, and for which VENDOR will provide substantiation of the reimbursement amount by uploading receipts to the appropriate LMCA. Amounts reimbursed byCLIENT may be subject to tax deduction limitations.   
  9. Provide to PROVIDER an orientation of CLIENT’s facility and required policies and procedures.
  10. Promptly (and in no event more than 30 days after CLIENT knew or reasonably should have known of such claim) provide VENDOR written notice if there are any occupational safety hazards or events involving PROVIDER, or there is any sentinel event or actual or threatened claim arising out of or relating to PROVIDER.

OBLIGATIONS OF VENDOR. VENDOR shall:

  1. Use best efforts to identify PROVIDERS acceptable to CLIENT and make CLIENT aware of PROVIDERS by submitting a bid on LOCUMSMART (“PROVIDER BID”).
  2. Screen and obtain references for identified PROVIDERS, including verification of licensure.
  3. Arrange a complete travel and accommodation itinerary for PROVIDERS in coordination with CLIENT.
  4. Arrange malpractice insurance coverage for PROVIDERS through VENDOR’s insurance carrier, with limits of at least one-million dollars per incident, one-million dollars per PROVIDER, and three-million dollars aggregate per year, unless otherwise specified and agreed upon by the parties in the LMCA.
  5. Pay PROVIDERS on behalf of CLIENT for services rendered.
  6. Pay any and all applicable LOCUMSMART fees for services rendered.

REQUEST PROCEDURES. CLIENT and VENDOR shall:

  1. Utilize LOCUMSMART for all locum tenens services booked under this TRANSACTIONAL CONTRACT as set forth in this section 3b-e (“REQUEST PROCEDURES”).
  2. Create and electronically sign an LMCA for the appropriate date range for each PROVIDER engaged to provide locum tenens services at CLIENT prior to the PROVIDER providing said services at CLIENT.
  3. For any PROVIDERS so engaged to provide locum tenens services at CLIENT, VENDOR and CLIENT will work together to ensure that all documentation related to said engagement of PROVIDER, including but not necessarily limited to, timesheets, expense receipts, and invoices will be uploaded to the appropriate LMCA on a timely basis, and in no event more than two business days after either CLIENT or VENDOR is requested to upload documentation by the other party, or by an employee of LOCUMSMART. VENDOR expressly understands and agrees that invoices that aren’t uploaded to the proper LMCA may not be paid by CLIENT.
  4. Cancellation of Assignments. In the event CLIENT wishes to cancel an assignment, CLIENT must cancel the appropriate LMCA at least thirty (30) days in advance of the date upon which the PROVIDER is scheduled to provide the services. In the event that CLIENT provides less than thirty (30) days notice of cancellation, CLIENT shall be responsible for payment of the total fee due for the period covered by the LMCA up to a maximum of thirty (30) days and other actual fees and charges, only if such fees and charges were pre-approved by CLIENT, that may result from cancellation of the LMCA, including but not limited to lost rents, security deposits and airfare. In the event that the LMCA is scheduled less than thirty (30) days in advance, and CLIENT cancels, CLIENT shall be responsible for payment of the fee due for the period covered by the LMCA up to a maximum of thirty (30) calendar days and other actual fees and charges, only if such fees and charges were pre-approved by CLIENT, that may result from cancellation of the assignment, including but not limited to lost rents, security deposits, and airfare.
  5. Abide by LOCUMSMART’s Terms of Use and Privacy Policy, both of which are incorporated herein by reference.

PROVIDER REASSIGNMENT.

  1. If a PROVIDER BID to CLIENT by VENDOR before or during the term of this TRANSACTIONAL CONTRACT provides services for CLIENT of any kind, whether as an employee, independent contractor, for another vendor or otherwise within twelve months of the later of (a) the date of such BID and (b) the date on which PROVIDER ceases to provide services to CLIENT hereunder, CLIENT agrees such services shall have been arranged through VENDOR. If these services are not actually arranged through VENDOR, CLIENT’S use of PROVIDER’S services shall be conclusively deemed a “reassignment” subject to Section 4(b). VENDOR shall be solely responsible for the introduction of a PROVIDER to CLIENT, unless CLIENT notifies VENDOR by declining such BID on LOCUMSMART or in writing within 48 hours of such introduction of CLIENT’s prior knowledge of PROVIDER’s availability. Should CLIENT directly refer PROVIDER to an affiliated organization for either permanent or temporary coverage, CLIENT will be billed for services rendered pursuant to Section 4(b). For purposes of this TRANSACTIONAL CONTRACT, an affiliate of CLIENT includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with CLIENT, any entity comprised of one or more owners of CLIENT, or any successor to or assignee of CLIENT.
  2. CLIENT shall pay VENDOR the reassignment fee (“FEE”) of $18,000 for mid-levels, $22,000 for the specialties: Internal Medicine, Family Medicine, Pediatrics, or Psychiatry, and $25,000 for all other medical specialties as set forth in the Open Assignment Request on LOCUMSMART, or as is stated in the applicable LMCA for the reassignment of a PROVIDER BID to CLIENT by VENDOR such PROVIDER becomes a permanent employee of CLIENT or any organization affiliated with CLIENT within twelve months (a) after such BID or (b) after such PROVIDER ceases to provide services to CLIENT under this TRANSACTIONAL CONTRACT. Outstanding invoices shall be paid in full before permanent reassignment can be exercised. The FEE is due as to any PROVIDER who was BID to CLIENT. CLIENT shall not (A) discuss the fee structure set forth in the LMCA with third parties; or (B) share or distribute credentials of any PROVIDER (including a proposed PROVIDER) with or to any third party without prior written authorization of VENDOR.

TERM AND TERMINATION.

  1. This TRANSACTIONAL CONTRACT shall commence on the EFFECTIVE DATE and continue until the the last day of locum tenens coverage provided by any PROVIDER(S) accepted by CLIENT under the terms of this TRANSACTIONAL CONTRACT, unless terminated earlier as provided herein.
  2. Notwithstanding the foregoing, either VENDOR or CLIENT may terminate this TRANSACTIONAL CONTRACT at any time by canceling the TRANSACTIONAL CONTRACT in LOCUMSMART. Such termination shall be immediately effective after the cancelation in LOCUMSMART.
  3. For the avoidance of doubt, CLIENT shall be invoiced by VENDOR in accordance with the terms of this TRANSACTIONAL CONTRACT, and any applicable LMCA’s executed hereunder, for all scheduled time of PROVIDER(S) through the effective date of termination. Upon termination, CLIENT shall promptly pay all fees and expenses that are due and owing to VENDOR and/or PROVIDER(S).
  4. If during any assignments or placements hereunder, CLIENT does not reasonably find the performance of PROVIDER to be appropriate, CLIENT shall cancel the LMCA, and provide the reason for such determination to VENDOR in LOCUMSMART. VENDOR shall attempt to replace such PROVIDER and submit a new PROVIDER BID to CLIENT in LOCUMSMART. CLIENT shall be solely responsible for terminating PROVIDER due to a PROVIDER’S poor performance, including, but not limited to intentional or unintentional dereliction of duties, negligence, or loss of hospital privileges, as determined by CLIENT in its sole discretion. CLIENT may request that VENDOR, on CLIENT’S behalf, deliver a notice of termination to PROVIDER. VENDOR shall not have the unilateral right or authority to terminate a PROVIDER’s assignment. CLIENT shall pay VENDOR and PROVIDER, as applicable, for amounts due and owing under the applicable LMCA through the date of CLIENT’s termination of PROVIDER’S assignment. If CLIENT terminates PROVIDER (or refuses to use a PROVIDER) as a result of any background check, drug test or other screening procedure conducted on PROVIDER by CLIENT, CLIENT shall provide VENDOR with the results of such screenings unless otherwise prohibited by applicable law.

MISCELLANEOUS.

  1. CLIENT shall exercise independent judgment of the professional qualifications of PROVIDERS and whether they meet the requirements of their assignments. CLIENT shall assign PROVIDERS only to areas of practice within their clinical competence.
  2. VENDOR is not licensed to practice medicine and shall have no control as to the means or the quality of medical services furnished by any PROVIDER, nor shall VENDOR have any right or responsibility for making any determinations regarding PROVIDER’S professional service assignments, schedule or practice. VENDOR shall have no liability for any injury or any loss to any party relating to or in any way arising out of PROVIDER’S professional services at or on behalf of CLIENT.
  3. Each party represents that it is not currently under investigation or debarred by any state or federal governmental agency for Medicare or Medicaid fraud. Further, each party represents that to the best of its reasonable knowledge its currently practicing staff (to include for VENDOR its PROVIDERS and for CLIENT its physicians and applicable healthcare staff, hereinafter collectively “STAFF”, are not currently excluded from participating in the Medicare or Medicaid programs or other government programs which are reported on the OIG or GSA lists. If an investigation of a party is initiated by any state or federal governmental agency, or it is discovered that the representations contained herein are false, the non-breaching party reserves the right to immediately terminate this TRANSACTIONAL CONTRACT. It is understood and agreed by the parties that the ability to verify if any STAFF are currently debarred is dependent upon the accuracy of the information contained on the OIG and GSA lists of excluded persons and the representations of each individual STAFF member.
  4. CLIENT acknowledges that neither VENDOR nor any of its employees is engaged in any fashion in the practice of medicine.
  5. CLIENT acknowledges that (a) PROVIDER is not an employee, subcontractor or agent of VENDOR, (b) the relationship of PROVIDER to VENDOR is that of an independent contractor, (c) all payments made by VENDOR to PROVIDER hereunder are made on behalf of CLIENT, and (d) VENDOR acts only as a placement agency.
  6. CLIENT shall not seek to terminate a PROVIDER’s placement, nor shall it refuse a PROVIDER’s services, for a discriminatory reason, including PROVIDER’s race, sex, national origin, religion, age, disability, marital status, veteran status, or any other protected classification.
  7. CLIENT shall not use any information provided to it by VENDOR regarding PROVIDER in an unlawful manner or for any unlawful purpose.
  8. Each party shall keep confidential all information (“CONFIDENTIAL INFORMATION”) of the other party (“OWNING PARTY”), and shall not use or disclose such CONFIDENTIAL INFORMATION either during or at any time after the term of this TRANSACTIONAL CONTRACT, without OWNING PARTY’s express written consent, unless required to do so by law, court or subpoena in which case a party shall not disclose such information until it has provided advance notice to OWNING PARTY such that OWNING PARTY may timely act to protect such disclosure. For purposes of this provision, CONFIDENTIAL INFORMATION means non-public information about either party or its employees or agents that is disclosed or becomes known to the other party as a consequence of or through its activities under this TRANSACTIONAL CONTRACT, including, but not limited to, matters of a business nature, such as PROVIDER and prospective PROVIDER names and information, bill rates and the terms of this TRANSACTIONAL CONTRACT, requests for placement, costs, profits, margins, markets, sales, business processes, information systems, and any other information of a similar nature, and the financial information described in Section 6(i). CLIENT agrees to use appropriate security measures to protect VENDOR employees’, clients’, and/or PROVIDERS’ personal information from unauthorized access, destruction, use, modification or disclosure in accordance with all federal and state privacy laws.
  9. VENDOR shall not use subcontractors to fulfill its obligations to attempt to locate PROVIDERS acceptable to CLIENT without CLIENT’s prior consent, which shall not be unreasonably withheld, delayed or conditioned.
  10. This TRANSACTIONAL CONTRACT may be amended, modified, or waived only by a writing acknowledged by the parties. If any provision herein is held to be contrary to law, such provision will be deemed valid only to the extent permitted by law, and all other provisions shall continue in full force. Either party’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall a waiver of any breach or default of this TRANSACTIONAL CONTRACT constitute a waiver of any subsequent breach or default.
  11. CLIENT represents and warrants to VENDOR that (a) CLIENT is lawfully organized and in good standing in the State in which its principal office is located; (b) CLIENT’s name in the introductory paragraph hereof is its true, correct and complete legal name; and (c) the person executing this TRANSACTIONAL CONTRACT and any LMCA or amendment has been or will be fully authorized to do so on behalf of and as a binding act of CLIENT.
  12. CLIENT expressly grants permission to VENDOR to send all facsimile communications to any CLIENT location.
  13. The parties acknowledge that they have willfully entered into the TRANSACTIONAL CONTRACT, and accepted its language as written. If there is a dispute about the language of this TRANSACTIONAL CONTRACT, the fact of the party that drafted the TRANSACTIONAL CONTRACT shall not be used in its interpretation. In any case, there shall be no liability to the party that drafted the TRANSACTIONAL CONTRACT.
  14. Both parties agree and warrant that this TRANSACTIONAL CONTRACT supersedes any and all other agreements between the parties, either oral or written, with respect to locum tenens coverage needs submitted to VENDOR by CLIENT via LOCUMSMART.
  15. Sections 1(h), 2(f) 4(a) and 4(b) and all of Section 6 shall survive the expiration or cancellation of this TRANSACTIONAL CONTRACT. This TRANSACTIONAL CONTRACT shall be binding upon and inure to the benefit of VENDOR and CLIENT and their respective successors or assignees.