KAT Service Agreement - Kathryn Santos
This Assigned Staff Individual Agreement, dated May 15, 2024, outlines the contractual relationship between Kathryn Santos (the Assigned Staff), East Mountain Physical Therapy (the Customer), and Customer Series BPO, LLC (the Service Provider). Santos is engaged as an independent contractor through the Service Provider to perform services described in Schedule 1, using Customer‑provided materials and her own resources as needed. The term lasts until Santos is removed by the Service Provider. All fees are paid via the Service Provider. The agreement expressly defines the parties as independent contractors, denying any employee benefits or tax withholding responsibilities. All work product, deliverables, and related intellectual property created during the engagement are owned exclusively by the Customer, with work‑made‑for‑hire language and a power‑of‑attorney provision to secure IP rights. Santos must maintain strict confidentiality of the Customer’s proprietary information, with limited exceptions for public information or lawful disclosures. Both parties provide representations and warranties regarding authority, compliance, skill, and ownership of work product. Santos indemnifies the Customer against breaches of these warranties. The agreement includes survival provisions, equitable remedies for breach, and specifies that it is governed by Arizona law. Assignment is restricted for Santos but unrestricted for the Customer. Miscellaneous clauses address export controls, amendment procedures, and electronic signatures. The document concludes with signature blocks for Cheryl Fowler (East Mountain Physical Therapy) and acceptance by Kathryn Santos.
Topics
Engagement and Scope of Services for Assigned Staff
Defines Santos’s role as an Assigned Staff member, references Schedule 1 for specific services, and outlines resource responsibilities.
Independent Contractor Status and Benefit Exclusions
Clarifies that Santos is an independent contractor, not an employee, and lists benefits and tax obligations that are excluded.
Work Product and Intellectual Property Ownership by Customer
Assigns all deliverables, inventions, and related IP to the Customer, includes work‑made‑for‑hire language, and grants a power‑of‑attorney for IP filings.
Confidentiality Obligations and Exceptions
Mandates strict confidentiality of the Customer’s proprietary information, defines permissible disclosures and required notifications.
Representations, Warranties, and Compliance Guarantees
Both parties warrant authority, skill, compliance with laws, and that work product is original and non‑infringing.
Indemnification and Liability Protections for Customer
Santos agrees to defend and indemnify the Customer against losses arising from breaches of representations or obligations.
Termination, Survival, and Equitable Remedies
Specifies that certain sections survive termination and that the Customer may seek injunctions in addition to damages.
Governing Law and Jurisdiction (Arizona)
Designates Arizona law as governing and sets venue for any disputes.