Healthcare Providers Agreement

THIS AGREEMENT is made on 2022/11/27

BETWEEN:

(1) I, a healthcare provider registered in heeDoc under Registration Number XXXXX whose registered office is at XXXXX and

(2) DeckDo Inc trading as heeDoc whose registered office is at USA - “heeDoc”

WHEREAS:

(1) The Contractor provides healthcare services to business and consumer patients on the heeDoc online platform. The Contractor has reasonable skill, knowledge and experience in that field.

(2) heeDoc wishes to engage the Contractor to provide the services set out in this Agreement, subject to the term and conditions of this Agreement.

(3) The Contractor agrees to provide the services set out in this Agreement to heeDoc, subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

  1. Provision of the Services
    1. The Contractor must be a duly qualified medical practitioner licensed to practice medicine or the relevant services offered.
    2. The Contractor will not under any circumstances be deemed an employee of heeDoc but is an independent contractor providing the services, and for consideration of the benefits and remuneration, as set forth herein.
    3. Confidentiality will be acknowledged and respected among and between all parties to the Agreement.
    4. The Contractor will have full access to the heeDoc platform. The heeDoc platform will remain fully functional, equipped and staffed and with no cost to the Contractor at any time whatsoever.
    5. The Contractor will be solely responsible for all fees for licensing and compliance including but not limited to relevant insurances, memberships, licensing etc..
    6. The Contractor shall be solely responsible for the remittance for income tax, and such like obligations as may be required of the Contractor by law.
    7. Contractor shall indemnify heeDoc from any liability which it may incur for any failure of compliance to that effect. Other than time away, the Contractor will not accrue any rights to vacation, vacation pay, or any other benefit that might apply under any legislation pertaining to employees.
    8. The Contractor shall be solely responsible for costs associated with sick leave, disability, life insurance, dental/medical insurance and any such benefits that it should choose to secure on its own behalf.
    9. The Contractor shall be responsible for the associated costs that are necessary to enable fulfillment of the obligations and responsibilities of the Contractor under this agreement as required for the fulfillment of the obligations herein.
    10. The Contractor agrees to cooperate and collaborate with any other healthcare providers.
    11. The Contractor covenants and agrees to indemnify and save harmless, heeDoc, from any liability, loss, damages or expense, including assessable legal fees, arising out of the negligent performance of their practice, duties or respective obligation herein. The parties hereto agree that they shall cooperate with each other in defense of any such action, including providing each other with prompt notice of any such action and providing each other with all material documentation. The parties further agree that each has the right to retain their own counsel in defense of any such action.
    12. The Contractor may only enter into any other arrangement for the provision of professional services with another party provided that such arrangement in no way interferes with the ability of the Contractor to fulfill its obligation herein.
    13. The Contractor will provide healthcare provider services on behalf of him/herself and always in accordance with the provisions herein and any other healthcare provider providing services on its behalf must meet all of the requirements and qualifications as set forth herein.
    14. The Contractor agrees that it will become familiar with and adhere to heeDoc`s policies and General Terms and Conditions.
    15. It is understood that the priority will be to ensure that adequate healthcare provider services are provided at the heeDoc platform.

  2. Billing and records
    1. The Contractor agrees to heeDoc`s fees for providing the platform services as set out in heeDoc`s fee schedule.
    2. The parties agree that the Contractor may independently bill and accept payment for services provided to individuals or agencies where the provision of such services requires that the Contractor have specific training, qualifications or certification in order to provide such services as might be required or for provision of services in the capacity of a coroner.
    3. The Contractor is responsible for and will ensure that complete and accurate medical and billing records are provided for and will cooperate and collaborate with clinic staff to ensure timely and efficient handling and administering of same.
    4. The parties acknowledge that all records created, amended or modified during the fulfillment and course of this Agreement shall remain with the heeDoc platform or with the relevant facility or authority and that the Contractor will have no proprietary rights to any records and nor shall any records be removed other than as required for the provision of care. The Contractor shall reserve the right to copy in entirety any medical records that were generated or added to, during the term of this Agreement.

  3. Term and termination
    1. Subject to other provisions of this Agreement, the term of the Agreement is indefinite and the parties may withdraw from this agreement upon giving 30 days’ notice.
    2. Notwithstanding the aforementioned, this Agreement may be immediately terminated by either party where there is material breach of the provisions of the Agreement and the breach has not been remedied within 30 days of the offending party having been given written notice.
    3. heeDoc may terminate this Agreement without notice if for any reason as determined by any applicable regulatory authority the Contractor's license to practice is suspended or revoked for a period longer than 30 days.

  4. Effects of Termination
  5. Upon the termination of this Agreement for any reason:

    1. any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
    2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
    3. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
    4. subject as provided in this Clause and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
    5. each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

  6. Force Majeure
    1. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
    2. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 15 Days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

  7. No Waiver
  8. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

  9. Further Assurance
  10. Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

  11. Assignment and Sub-Contracting
  12. The Contractor shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Contractor.

  13. Indemnification
  14. their respective officers, directors, agents, and employees from and against any and all claims for any loss, damages, liability, costs, or expenses (including reasonable attorney’s fees) judgments or obligations (collectively, “Losses”) arising from or relating to any negligence, wrongful act or omission, or breach of this Agreement by Provider, a Contracted Provider, or any of their respective officers, directors, agents or employees.

  15. Third Party Rights
  16. No part of this Agreement is intended to confer rights on any third parties.

  17. Notices
    1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    2. Notices shall be deemed to have been duly given when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated.

  18. Entire Agreement
    1. This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
    2. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

  19. Counterparts
  20. This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

  21. Severance
  22. In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

  23. Law and Jurisdiction
    1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Texas.
    2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Texas.

    This Agreement has been duly executed the day and year first before written


    SIGNED by

    Me a Medical Professional

    for and on behalf of heeDoc


    SIGNED by

    heeDoc Management Team

    for and on behalf of heeDoc.