Service Agreement - Sharlene Sale
This Assigned Staff Individual Agreement, dated March 19, 2024, formalizes the engagement of Sharlene Joy Sale as an independent‑contractor staff member of Back to You Rehab PLLC (the Service Provider) to perform medical‑billing services for Customer Series BPO, LLC (the Customer). The agreement outlines the scope of services (detailed in Schedule 1, covering referrals, eligibility checks, claim preparation, follow‑up, appeals, patient communications, payment plans, and related billing software updates), the term of engagement, fee/payment mechanics through the Service Provider, and the independent‑contractor relationship (no employee benefits, no authority to bind the Customer). It assigns all intellectual‑property rights in any work product to the Customer, designating the work as “work made for hire” and granting the Customer a power of attorney to perfect those rights. Confidentiality obligations require the contractor to protect all proprietary information and disclose only as required by law. Representations and warranties from both parties affirm authority, compliance, and originality of work. The contractor indemnifies the Customer against breaches, and the agreement includes provisions for termination, remedies (including injunctive relief), assignment restrictions, governing law (Arizona), and miscellaneous clauses on export compliance and amendment procedures. The document concludes with signature blocks for both parties.
Topics
Independent‑Contractor Relationship and Scope of Engagement
Defines Sharlene Joy Sale as an independent contractor of the Customer, clarifies no employee benefits, authority limits, and the term of the engagement.
Medical‑Billing Service Obligations (Schedule 1)
Enumerates the specific billing‑related tasks the Assigned Staff must perform, including referrals, eligibility verification, claim processing, appeals, patient communications, and software updates.
Intellectual Property Ownership and Work‑Made‑for‑Hire Provisions
Assigns all work product and related IP rights exclusively to the Customer, treats deliverables as work made for hire, and grants the Customer a power of attorney to perfect those rights.
Confidentiality and Data Protection Obligations
Mandates strict handling of the Customer’s confidential information, outlines permitted disclosures, and requires prompt notification of any breach.
Representations, Warranties, and Indemnification
Sets forth mutual warranties regarding authority, compliance, and originality of work, and obligates the contractor to indemnify the Customer against breaches.
Termination, Remedies, and Assignment Restrictions
Specifies that certain clauses survive termination, provides for injunctive relief, limits assignment rights, and outlines the process for contract amendment.
Governing Law, Jurisdiction, and Miscellaneous Provisions
Establishes Arizona law as governing, addresses export compliance, electronic signatures, and counterpart execution.