This Assigned Staff Individual Agreement, dated June 6, 2024, establishes the contractual relationship between Aldrin John Panes (the Assigned Staff) and Logos Physical Therapy Customer Series BPO, LLC (the Service Provider) on behalf of an unnamed Customer. The agreement outlines Panes' role as an independent contractor assigned to provide specific services detailed in Schedule 1, the term of engagement, and the payment mechanism through the Service Provider. It explicitly characterizes the relationship as that of an independent contractor, denying any employee benefits or authority to bind the Customer. All work product and intellectual property created during the engagement are assigned to the Customer as "work made for hire," with Panes granting a power of attorney to the Customer for any necessary filings. Confidentiality obligations require Panes to protect the Customer’s proprietary information, with limited exceptions. Representations and warranties cover Panes’ authority, non‑conflict with other agreements, qualifications, compliance with laws, and originality of work product, while the Customer warrants its authority to contract. Panes must indemnify the Customer against breaches of these representations. The agreement includes standard clauses on termination (with survival of key provisions), non‑assignment, remedies (including injunctive relief), governing law (Arizona), export compliance, amendment procedures, and execution in counterparts. The document is signed by Mina Massak for Logos Physical Therapy and by Aldrin John Panes.
Topics
Service Engagement and Scope of Work
Defines Panes' role as an Assigned Staff member providing the services listed in Schedule 1 to the Customer through the Service Provider.
Independent Contractor Relationship and Benefit Exclusions
Clarifies that Panes is an independent contractor, not an employee, and therefore ineligible for any employee fringe benefits or tax withholdings by the Customer.
Confidentiality Obligations and Exceptions
Obligates Panes to protect the Customer’s confidential information, outlining permitted disclosures and required notice of legal compulsion.
Representations, Warranties, and Indemnification
Panes warrants authority, non‑conflict, qualifications, compliance, originality, and good title; the Customer warrants its authority. Panes must indemnify the Customer for breaches of these warranties.
Assignment, Remedies, and Governing Law
Restricts Panes from assigning rights, allows the Customer to assign freely, provides for injunctive relief on breach, and sets Arizona law as governing.