Engagement. Client hereby engages Doctors Without Quarters, LLC Consultant to perform certain consulting Services for Client, and Consultant hereby accepts such engagement, all pursuant to the terms and conditions set forth herein. During the term of this Agreement, Consultant shall perform such Services for the Client specifically described herein below at Section 5: Services and Consulting Fee. In the event that Client requests or instructs Consultant to provide continuing or services that are determined by consultant to be beyond the scope of the Services originally contemplated at the time of execution of this Agreement (“Additional Services”), Consultant will have the right to require Client to provide additional consideration. In the event that Consultant makes such a determination that an additional or increased Consulting Fee is necessary or appropriate, Consultant shall notify Client of such determination in a writing setting forth the scope of such Additional Services, which shall be subject to the additional consulting fee stated in such a writing. Client shall have fourteen (14) days to either expressly agree to the Additional Services and additional fee, or to decline and terminate this Agreement as provided herein.
Relationship of the Parties. The relationship between Client and Consultant is one of client to independent contractor, and Consultant shall act at all times as an independent contractor and not as an employee, agent or representative of Client. While Client retains the right to control the results to be accomplished under this Agreement, Consultant retains the right to control the manner and means by which the Services and other duties described in this Agreement are to be performed. This Agreement shall not be interpreted to create a partnership, joint venture, agency or employer/employee relationship between Client and Consultant.
Performance of Services for Others. Consultant may engage in any outside business activity or venture in any manner Consultant desires, and may make Consultant’s services generally available to others.
Labor, Tools, Technology and Equipment. Consultant hereby agrees to furnish, at Consultant’s own expense, all labor, tools, technology and equipment necessary to successfully perform the Services contemplated hereunder.
Consulting Fee and Ongoing Annual Subscription Services. Consultant will evaluate and provide certain services relating to medical education loans and risk management, including without limitation some or all of the following: advising upon loan refinancing suitability, maximization of student loan forgiveness programs, generally applicable consumer debt considerations, general credit enhancement considerations, available financial options, and analysis and advice regarding life insurance and/or disability insurance (the “Services”). This one time Consulting Fee, refernced in the form above, is an amount agreed between the Parties based upon their mutual expectations of the time, costs, and work to be provided by Consultant. In the event that this Agreement is completed or terminated, the Parties acknowledge and agree that no portion of the Consulting Fee shall be refunded or returned to Client.
In addition to an initial Services and Consulting Fee, Consultant will offer a future annual meeting in consideration for a quarterly fee for “Ongoing Annual Subscription Service,” which will include a review of repayment options and payments made, and the additional provision of important informational authorities such as U.S. Legislation, articles, generally applicable financial resources, and periodic updating of communications. Client will have access to Consultant on an annual basis; at a minimum, Consultant will proactively seek to schedule at least one review meeting annually.
Client Responsibilities. In addition to the payment obligations of Section 5 hereof, during the term of this Agreement, Client agrees to provide Consultant with accurate and complete information relating to the Services to be provided. Consultant is entitled to rely and act upon the information provided by Client without taking any action to verify the completeness or veracity of such information. Client agrees to indemnify and hold Consultant harmless from any losses or damages resulting from Client’s failure to provide accurate and complete information.
Term. The term of this Agreement shall begin on the Effective Date hereof and shall continue for one (1) year, and shall automatically renew for successive one (1) year term(s), or until the Services have been acknowledged in writing as completed, or this Agreement is terminated as provided herein below (the “Term”).
Termination. This Agreement may be terminated upon the occurrence of any of the following: (a) Client and Consultant may, by mutual written consent, terminate this Agreement effective immediately at any time; or, (b) If, in the Consultant’s reasonable judgment, Client has failed to keep or fulfill any of the terms, conditions, provisions or covenants set forth in this Agreement, or if Client becomes bankrupt or insolvent or makes an assignment for the benefit of creditors, then Consultant may give Client written demand to cure the matter, which must be cured by Client within thirty (30) days, and if Client is unable to effect the demanded cure within thirty (30) days of such notice, this Agreement shall be terminated.
Cancellation / No-Show. Client agrees to provide as much notice to consultant as reasonably able if client is unable or unwilling to keep an scheduled appointment with Consultant, and in no event less than 24 hours of notice. Client acknowledges that Consultant invests time and resources into consultation meetings and may forego other business opportunities as a result of scheduled appointments with client, and the parties agree that DWOQ reserves the right to retain any consulting fees paid to consultant on behalf of Client if client does not provide notice of cancellation in accordance with the foregoing paragraph.
Confidentiality. Except as necessary to carry out the Services, all information or advice furnished by either Party to the other, including their respective employees or other agents shall be held in strict confidence and will not be disclosed to any third party unless prior written consent of the other Party to such disclosure is granted. Nothing in this Section 9 shall prohibit the provision of such information pursuant to the order of a court or a state or federal administrative or regulatory authority.
Authorization to Disclose Client Data. By signing this Agreement, Client authorizes DWOQ to share or disclose information relating to Client only to other persons or entities within the Doctors Only, LLC network. Unless otherwise directed by Client in writing, DWOQ is expressly authorized to share or disclose such information to Doctors Only, LLC network for the purposes of 1) carrying out DWOQ’s obligations under this Agreement, or 2) the provision of other services which Client has expressed, or DWOQ has reasonably concluded, that the Client desires.
Indemnification and Limitation of Liability. Except for loss or damages resulting from gross negligence or intentional conduct of Consultant, Client shall defend, indemnify and hold Consultant harmless from and with respect to any damage or loss of any kind whatsoever, including attorneys’ fees and costs, arising out of the Services. Client acknowledges that Consultant’s advice is based upon the current law and regulations at the time Services are rendered, and holds Consultants harmless from any effects resulting from changes in applicable legislation or regulations. Client expressly assumes the risk of such legal or regulatory changes and waives any recourse against consultant arising from same. Client acknowledges and agrees that Consultant’s liability under this Agreement for any cause of action or any combination of causes of action resulting from the Services performed hereunder shall, in the total amount, be limited to the aggregate amount of fees paid to Consultant for the Services described in this Agreement.
Assignment. This Agreement, and the rights and obligations of Client hereunder, cannot be assigned, delegated or transferred by Client without the prior written consent of Consultant. The rights and obligations of the Consultant under this Agreement may not be assigned or transferred by any party in any manner whatsoever, nor are such rights or obligations subject to involuntary alienation, assignment or transfer, except that they shall be binding upon and inure to the benefit of any successor of the Consultant, whether by merger, sale of assets, reorganization or otherwise, and shall be binding upon and inure to the benefit of the Consultant and related heirs and legal representatives.
Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and may not be changed, modified or extended, except by a written instrument signed by both Client and Consultant. The provisions of Section 1: Engagement relating to Additional Services and any additional Consulting Fee is the sole exclusion from the above requirement for a signed writing in order to modify or extend this Agreement.
Severability. Should any provision of this Agreement be found to be invalid or unenforceable, such provision shall be considered severable from this Agreement and all remaining terms shall remain in full force and effect.
Waiver. No waiver of any breach or failure to perform under this Agreement shall operate as a waiver of any other breach. Any such waiver shall be for one time only and shall not preclude strict enforcement of the waived provision at any future time. The exercise of one right or remedy, or the waiver thereof, shall not preclude the Party from exercising all other rights or remedies available to it under law or as provided for under this Agreement.
Arbitration. If a dispute arises out of this Agreement and cannot be settled through informal negotiation, the Parties agree that the exclusive procedure for resolving such dispute shall be by arbitration, administered by the American Arbitration Association (AAA), pursuant to the Rules of Commercial Arbitration and Mediation Center for the Americas (CAMCA) in effect at the time such action is taken. The Arbitration itself shall take place in the County of St. Louis, State of Missouri, at a location mutually agreed between the Parties. If the Parties cannot agree, a location in the County of St. Louis, State of Missouri shall be chosen pursuant to the CAMCA rules then in effect. The Parties agree that one (1) arbitrator will make a binding decision resolving the dispute. The arbitrator will be chosen in accordance with the CAMCA rules then in effect.
Alternative Forum Selection; Governing Law; Jury Trial Waiver. In the event that the AAA refuses to arbitrate a dispute, or in the event that a court of competent jurisdiction holds the Arbitration provision contained in this Agreement to be unenforceable for any reason, then the Parties agree that any further legal proceeding relating to or arising under this Agreement shall be subject to the exclusive forum and venue of the Circuit Court for St. Louis County, State of Missouri and this Agreement will be deemed to be made in Missouri, governed by, and construed in accordance with the laws of the State of Missouri or, if applicable, by controlling federal law under the precedent of the United States Court of Appeals for the Eighth Circuit irrespective of the country or place of domicile or residence of either Party and without reference to conflicts of law principles. Subject to the foregoing Arbitration provision, the Parties mutually waive any and all objections based upon forum or venue in the Circuit Court for St. Louis County, State of Missouri. For the mutual consideration of reducing time and expense in litigation, the Parties hereto do mutually waive any right to trial by jury, and agree that any litigation shall be before a judge and not a jury.
Duplicate Originals. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same Agreement.
Section Headings. Section headings are for convenience of reference only, and are not a part of this Agreement.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.