Service Agreement

Service Agreement Terms and Conditions between CorLife, LLC (“CorLife”) and the provider entering into the Service Agreement (“Provider”)

1. Services.

Provider agrees to provide quality home health care Services (as identified in this Service Agreement (“Agreement”) to the patient named herein (“Patient”) upon the terms and conditions set forth herein (the “Terms and Conditions”) which, supersede any prior inconsistent terms or conditions. Provider shall ensure that the Services are furnished at a professional level of quality, in compliance with all applicable laws and regulations and in accordance with all applicable accrediting bodies. Provider shall ensure that its personnel furnishing Services possess the training, skills, and experience necessary to provide the Services, including, but not limited to, all licensure, registration, certification or other approval necessary to perform the Services in their respective professions. Provider shall ensure that its personnel have satisfied an initial caregiver background check, and continue to satisfy ongoing caregiver background checks, in accordance with applicable law. Provider warrants to CorLife that it and its agents and employees are not excluded from participation in any Federal Health Care Program. Provider further represents and warrants to Corife that to its knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion. Provider shall notify CorLife in writing upon the commencement of any such exclusion or investigation immediately upon receiving first notice of such exclusion or investigation.

2. Billing and Payment.

Provider shall provide complete notes and invoice for Services within 7 days of the date of service. Such billing shall include all information and detail requested by CorLife from time to time in order to identify and process the claim. CorLife will pay Provider at the agreed upon rates and pricing herein and Provider shall accept such payment as payment in full. Provider shall not bill Patient or any third-party payor for Services.

3. Insurance.

Provider shall obtain and maintain, at its sole cost and expense: (i) professional medical liability insurance covering it and its personnel in an amount not less than $1,000,000 per occurrence and $3,000,000 in the annual aggregate; and (ii) commercial general liability insurance in an amount not less than $1,000,000 per occurrence and $3,000,000 in the annual aggregate. Such policies shall name CorLife as additional insured. Provider shall maintain worker’s compensation insurance as required by law and non-owned automobile insurance. Provider shall provide evidence of insurance in form and substance satisfactory to CorLife prior to providing Services and as requested by CorLife.

4. Termination.

This Agreement may be terminated, (i) upon mutual written agreement of the parties, or (ii) at any time upon written notice to Provider by CorLife. Upon termination of this Agreement, neither party shall have any further obligations under this Agreement, except for obligations accruing and becoming payable prior to termination, or obligations that are expressly made to, or that by their nature, extend beyond termination.

5. Relationship of the Parties.

No action taken by a party, or its officers, employees or agents pursuant to this Agreement, shall be deemed to create any partnership, joint venture, association or syndicate between the parties, nor shall any such action be deemed to confer upon a party, any express or implied right or authority to assume, or create any obligation or responsibility, on behalf of, or in the name of, another party. The parties are independent contractors contracting with each other solely for the purpose of carrying out the terms and conditions of this Service Agreement.

6. Waiver of Breach.

The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, nor be construed to be, a waiver of any subsequent breach of any provision of this Agreement.

7. Third Party Rights.

Except as otherwise expressly stated in this Agreement, the parties do not intend to create any enforceable rights in any third party under this Agreement and there are no third party beneficiaries to this Agreement.

8. Hold Harmless.

Provider acknowledges and agrees that CorLife provides no clinical oversight. To the fullest extent allowed by law, Provider shall indemnify, defend and hold harmless CorLife, its officers, members, agents, and employees, against any and all claims, legal actions, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, asserted against, imposed upon, or incurred by CorLife, its officers, members, agents, and employees, arising out of or related to:
(a) any misrepresentation or breach of warranty or covenant by Provider under this Agreement; (b) any actual or alleged breach, act, or omission of or by Provider, its agents or employees in the course of its performance hereunder; (c) death or injury to any person or damage to any property resulting from provision of or failure to provide Services; or (d) any violation of any applicable law by Provider, its agents or employees.

9. Inconsistent Terms.

If any of these Terms and Conditions are inconsistent with any term or condition elsewhere in this Agreement, then the specific terms or conditions contained elsewhere in this Agreement shall control, but only to the extent that these Terms and Conditions are inconsistent with such specific terms or conditions.

10. Attorneys’ Fees and Costs.

Provider agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by CorLife relating to this Agreement or the Services provided by Provider.

11. Severability.

If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable, then the remainder of this Agreement and the application of any other term or provision to any person or circumstances, other than those to which it is held invalid or unenforceable, shall not be affected thereby and all other terms shall be valid and enforceable to the fullest extent permitted by law.

12.  Confidentiality.

Provider expressly agrees that it shall protect the confidentiality of all the terms and conditions of this Agreement, including, without limitation, the Services, financial terms and pricing. Provider shall not use or disclose such information, except as required by law or court order or pursuant to a release executed by CorLife.

13.  Miscellaneous.

These Terms and Conditions, and the terms and conditions elsewhere in this Agreement, constitute the complete agreement between CorLife and Provider (the “Agreement”). All other previous communications, either verbal or written, are hereby withdrawn and annulled. No modification of the Agreement shall be binding upon either CorLife or Provider, unless such modification is in writing and signed by the parties. Provider may not assign or subcontract this Agreement or the rights or obligations hereunder without the prior written consent of CorLife. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Wisconsin, and the sole and exclusive venues for any action relating to this Agreement, shall be the United States District Court for the Eastern District of Wisconsin, located in Green Bay, Wisconsin, or in the Circuit Court for Brown County, Wisconsin.

14.  Execution.

The parties may execute this Agreement in counterparts, by electronic signature, which shall be deemed as an original signature, and the execution of counterparts shall have the same force and effect as if all parties had signed the same instrument.

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