Service Agreement

The Service Provider and the Client are each referred to herein as a "Party" and referred to collectively herein as the "Parties."
WHEREAS, the Service Provider provides direct consulting, licensing, and credentialing services for physicians and medical professionals (as defined below);
WHEREAS, the Client desires to engage Service Provider to assist Client in completing certain medical licensure and/or credentialing applications, according to specific instructions as defined in Schedule A; and
WHEREAS, the Service Provider is willing to assist Client in obtaining licenses and credentials required by the jurisdiction specified by the Client, solely in accordance with and subject to the terms, limitations and conditions set forth below.
NOW THEREFORE, the Parties hereby agree as follows:
    1.    Definitions.  For purposes of this Agreement, the following terms will have the indicated meanings:Ownership of Application Material.  The Service Provider agrees that any Application Material provided to the Client pursuant to this Agreement shall be the property of the Client and all right, title and interest in the Application Material shall belong to the Client.  All intellectual property rights (including, without limitation copyright, database rights and trade marks) subsisting or used in connection with the Application Material are and shall be the sole property of the Client.  All documents provided to the Service Provider in support of an application will be subject to a storage fee.
    a.     "Affiliate" means a Party's subsidiaries and parent company and any other entity controlled by, controlling, or under common control with such Party.
    b.    "Applicable Laws" means applicable statutes, laws, rules, regulations, codes, ordinances, releases, orders, declarations, directives, decrees, requirements and restrictions of the state of Michigan. 
    c.    A Party disclosing Confidential Information may be referred to as a "Disclosing Party."
    d.    "The "Fees" are defined in Section 4(a) herein.
    e.     "Indemnitee" is a Party who is to be indemnified hereunder by the other Party.
    f.    "Indemnitor" is a Party obligated to indemnify the other Party hereunder.
    g.    "The Client Confidential Information" shall mean information disclosed by the Client to the Service Provider (whether before or after the Effective Date of this Agreement) which is non-public, proprietary or confidential in nature, derives value to the Client from being confidential, whether of not it is identified in writing by the Client as its confidential information.
    h.    "Losses" shall mean any and all losses, liabilities, damages, demands, claims (including without limitation taxes), suits, proceeding, costs, payments and expenses (including any and all reasonable attorneys' fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties).
    i.    "Proposal" is defined in Section 4(a) herein.
    j.    A Party receiving Confidential Information may be referred to as a "Receiving Party."
    k.    "Representative(s)" means a Party's officers, directors, employees Affiliates, professional advisors and representatives.
    l.    "Application Material" means certain Application Materials or other material produced pursuant to any project, assignment, or other endeavor directed by the Client, and outlined in Schedule A, and which may be provided hereunder by the Service Provider to the Client in electronic form and/or hard copy.
    2.   
    3.    Term and Termination Fees and Terms of Payment
    a.    Term.  This Agreement shall commence as of the Effective Date and shall continue in force until the Application Material has been received by the Client hereunder, or submitted to the applicable regulatory body, or unless otherwise terminated pursuant to this section or Section 15 herein. Should the need for Application Material be of a continuous nature with no specified end date, then this Agreement shall be on a month to month basis, unless and until otherwise terminated as set forth herein.
    b.    Termination.Obligations Upon Termination.  Upon termination of this Agreement other than pursuant to Section 3(b)(iv) above for non-conforming Application Material, the Service Provider shall be entitled to receive, and the Client shall pay to the Service Provider, the pro rata portion of the Fees payable by the Client for the Application Material provided as of the termination date.  Prior to Service Provider's initial submission of the Application Materials to Client, Client may request a full refund.  After Application Materials have been submitted to Client, Client is eligible for a sixty percent (60%) refund for all state licensures, and fifty percent (50%) for all other program enrollments or certifications upon cancelation of services. Once Client submits a signed copy of the Application Material produced by Service Provider, the Client is no longer entitled to a refund of any kind.
    i.    Either Party may terminate this Agreement by providing written notice to the other Party.
    ii.    Either Party may terminate this Agreement on written notice if the other Party breaches any material term of this Agreement and such breach continues uncured for a period of one (1) business days after written notification thereof is provided by the non-breaching Party.
    iii.    Either Party shall have the right to terminate this Agreement immediately in the event that the other Party attempts to assign or otherwise transfer its rights hereunder in violation of the terms and conditions of this Agreement.
    iv.    Client expressly reserves the right to terminate this Agreement if the Application Material produced by the Service Provider does not strictly conform to the directions, instructions, examples, and/or other guidelines Client provided to Service Provider in Schedule A at the outset of this Agreement ("non-conforming Application Material").  Upon receipt of such non-conforming Application Material, but only after Service Provider has a reasonable period of time (not less than seven (7) days) to cure the non-conforming material), Client reserves the right to terminate this Agreement by notifying the other Party in writing.  Upon termination, Client will have no further obligation to compensate Service Provider for any Application Materials produced after the original non-conforming Application Materials were sent to Client for pre-approval and once the timeframe for Service Provider's cure has passed.  Client's obligation to compensate Service Provider will be strictly limited to the first Application Materials produced for pre-approval prior to Client's termination of this Agreement based on receipt of non-conforming Application Material.
    v.    In the event either Party becomes subject to investigation or other legal proceeding, or is reported to have engaged in activity of a nature which is reasonably considered by the other Party to have the potential to damage such other Party's goodwill, reflect negatively upon its name, reputation or standards, cause a loss of public confidence or other negative consequences, such other Party shall have the right to cease its performance and terminate this Agreement immediately, upon notice.
    c.   
    4.   
    a.    Proposal and Deposit. The fees payable for the Application Material services and products offered by the Service Provider are set forth in Pricing section.  A Complete listing of packages offered and pricing is set forth in Services section.
    b.    Payment. Client must make payment for each Proposal as follows:
    i.    Payment for the services must be made electronically at the time the order is placed using a credit card, debit card, or Pay Pal.
    ii.    If electronic payment is not possible, Client must contact the Service Provider directly. The Service Provider may, in its sole discretion, allow the Client to pay with a check. If paying by check, the Service Provider will not commence work on any Services until the check is received, deposited, and the funds have cleared.
    iii.    Once electronic payment is made, the Website will automatically send an order confirmation to Client's email.
    c.    Third-Party Fees.  In most cases, there will be third-party fees (e.g., state licensing boards, professional association application fees, etc.) associated with the Services provided.  Such third-party fees are notcovered by the Service Provider.  When payment of third-party fees is required, the Service Provider will inform the Client and the Client can:Taxes. Fees do not include federal, state, and local excise, sales, value added, use and other taxes now or hereafter levied or imposed on the Application Material provided hereunder. The Client shall pay such taxes in full, or provide to the Service Provider an acceptable and valid tax exemption certificate.
    i.    Elect to pay the third-party directly (without Service Provider involvement); or
    ii.    Supply payment information (i.e. a credit or debit card) to the Service Provider and authorize the Service Provider to make a payment to the third-party on behalf of the Client. If this option is chosen, Services Provider will send Client a copy of the invoice once the payment is made
    d.   
    e.    Fees Payable to a Third Party.  Any Fees payable to a third party (e.g., state or federal agencies, medical boards, etc.) shall be payable by the Client.
    5.    Mutual Representations 
Each Party hereby warrants and represents to the other Party that such Party's execution, delivery and performance of this Agreement do not and will not (i) conflict with or violate any law or governmental order applicable to such Party, or (ii) conflict with or require any consent under any contract, license, permit, franchise or other agreement to which it is a party.
    6.    Representations of the Parties

Service Provider Representations:

Without limiting the representations made in Section 5, the Service Provider warrants and represents as follows:
    a.    The Application Material is the original work of the Service Provider and conforms to the instructions communicated by the Client.
    b.    The performance of the services hereunder, use of the Application Material, and the Client's receipt of the Application Material hereunder, do not and will not infringe, misappropriate or conflict with any intellectual property right of any third party.
    c.    The Service Provider represents that no confidential, proprietary or trade secret information will be used in the Application Material that will have been misappropriated from any third party and shall have otherwise been obtained in accordance with Applicable Laws.  Any confidential information (including but not limited to: social security number, professional license numbers, etc.) will only be used on applications if provided to the Service Provider by the Client.  By providing the Service Provider with confidential information, the Client consents to the Service Provider using such information for proper purposes in connection with Application Material.
    d.    The Service Provider has obtained and possesses any and all necessary rights and consents to perform the services and obligations hereunder, including the right to grant the Client the rights granted hereunder.
    e.    The Service Provider has policies and procedures in place reasonably designed to ensure that the Service Provider, its Affiliates and each of their respective employees and agents comply with the representations and warranties set forth herein.
    f.    While the Service Provider will use its best efforts to complete applications and achieve successful registration, the Service Provider makes no guarantee that Client will be granted enrollment in desired programs or licenses from desired regulatory bodies.
    g.    Service Provider will use its best efforts to obtain all necessary information of licensing and credentialing requirements in Client's jurisdiction, but Client bears full responsibility for knowing the laws and requirements of Client's jurisdiction.  Service Provider will not be responsible for mistakes and/or omissions in Application Materials, nor will Service Provider be responsible for failure to properly register with all required regulatory bodies.
    h.    Provider shall use reasonable efforts to confirm the identity of the Client, but shall not be responsible for instances or identity theft, and shall not be responsible for Application Material containing fraudulent information provided by Client.
    7.    
Service Provider Representations:

Without limiting the representations made in Section 5, the Service Provider warrants and represents as follows:
    a.    Client certifies that Client is the person who is engaging Service Provider and who desires Service Provider to complete Application Materials on Client's behalf.
    b.    Client certifies that Client has provided complete, accurate, and truthful information to Service Provider.
    c.    Client bears full responsibility for knowing the laws and requirements of Client's jurisdiction.  Client will not attempt to hold Service Provider legally responsible for any mistakes and/or omissions in Application Materials, nor will Client attempt to hold Service Provider be responsible for failure to properly register with all required regulatory bodies.  Client bears full personal and legal responsibility for ensuring that all necessary licenses and credentials are obtained by Client.
    d.    Clients from jurisdictions outside of the United States of America ("Foreign Clients") certify that they understand that Service Provider does not provide immigration services and does not issue visas or complete visa applications of any kind.
    8.    Additional Obligations of the Parties
    a.    The Service Provider shall at all times during the term of this Agreement use all commercially reasonable efforts to ensure that its employees and agents comply fully with all Applicable Laws applicable to the Service Provider and the provision of Application Material pursuant to the terms of this Agreement.
    b.    The Parties shall cooperate with one another and each Party shall afford the other any assistance the other Party may require in a timely manner.
    9.    Indemnification
    a.    Indemnification by the Client. The Client, at its own expense, shall indemnify, defend and hold harmless the Service Provider for, from and against any and all Losses as incurred, arising out of, or in connection with, any third party claim, investigation, action, proceeding, allegation or demand made or brought against any the Service Provider arising out of, relating to or based on a breach by the Client of its express representations and warranties and obligations hereunder, provided, however, that the Client shall not be obligated to indemnify the Service Provider for any and all indirect, incidental, punitive, exemplary, special or consequential damages arising out of or in connection with this agreement.
    b.    Indemnification by the Service Provider. The Service Provider, at its own expense, shall indemnify, defend and hold harmless the Client and its affiliates, officers, directors and employees for, from and against any and all Losses as incurred, arising out of, or in connection with, any claim, investigation, action, proceeding, allegation or demand made or brought against the Client and its affiliates, officers, directors and employees arising out of, relating to or based on: (i) a breach by the Service Provider of its representations and warranties and obligations hereunder; or (ii) willful misconduct by the Service Provider.
    c.    Indemnitee Obligations. An Indemnitor shall be given by the Indemnitee(s): (i) prompt written notice of any claim requiring indemnification by the Indemnitor herein (but the failure to give such notice shall not relieve the Indemnitor of any of its obligations under this Section except to the extent the Indemnitor is materially prejudiced thereby); (ii) exclusive control over the defense and settlement of such claim; and (iii) at the Indemnitor's sole expense, proper and full information and assistance requested by the Indemnitor in writing to settle or defend any such claim.
    10.    Ownership
    a.    Exclusive Property. The Service Provider acknowledges and agrees that all Application Material shall be the exclusive property of the Client, and the Client does and shall have all right, title and interest, including worldwide ownership of copyright and other proprietary rights (that exist now or may exist in the future) in and to the Application Material and all copies made from it.
    b.    Use of Names, Trademarks, Logos, Symbols or Service Marks. Each Party warrants and represents that it shall not use, either directly or indirectly, publicly or privately, the names, trademarks, logos, symbols or service marks of the other Party or the other Party's Affiliates without the prior written consent of the other Party, which if given may be withdrawn at any time.   
    11.    Confidentiality and Non-DisclosureRelationship Between the Parties
There is no joint venture, partnership, agency or fiduciary relationship existing between the Service Provider and the Client, and the Parties do not intend to create any such relationship by this Agreement.  The Client shall not have any right or authority to create or assume any obligations whatsoever whether express or implied in the name of or on behalf of the Service Provider or to bind the Service Provider in any manner whatsoever.
    1.    Non-Disclosure and Non-Use of Confidential Information. The Service Provider acknowledges and agrees that all Client Confidential Information is and will be the sole confidential property of the Client.  In addition, without written authority from the Client to do so, the Service Provider shall not and shall ensure that its Representatives do not: (i) use any Confidential Information except as necessary to carry out its obligations hereunder, or (ii) disclose to any person or entity any Confidential Information (including the existence of this agreement), except disclosures to employees of such Receiving Party who need to know such Confidential Information in order for such Service Provider to carry out its obligations set forth in this Agreement. The Service Provider shall and shall ensure that its Representatives safeguard the confidentiality of the Confidential Information using at least the same degree of care that it uses in protecting its own confidential and proprietary information, but no less than a reasonable degree of care.  The Service Provider remains responsible to the Client for any breach of this Agreement by the Service Provider's Representatives.  The Service Provider will use its best efforts to protect all confidential information, but is not liable for information obtained through events beyond the control of the Service Provider (including but not limited to: natural disasters, malicious computer hacking, etc.)
    2.    Return of Materials.  Upon the written request by the Client, the Service Provider agrees to make reasonable best efforts to return to the Client all material provided by the Client on which any of the Client's Confidential Information may be recorded, along with any and all copies thereof.
    3.    Injunctive Relief. The Service Provider acknowledges that the use or disclosure of any Confidential Information of the Client, in a manner inconsistent with this Agreement or any other breach of this Section 10 may cause the Client irreparable damage, and that monetary damages alone may not be an adequate remedy for such breach. Accordingly, the Client shall be entitled to seek, without the necessity of posting any bond, equitable and injunctive relief to prevent such threatened or actual unauthorized use or disclosure, and to such damages as are occasioned by such threatened or actual unauthorized use or disclosure.
    4.    Interactions with Third Parties. Client grants the Service Provider authorization to represent and discuss all licensing and enrollment matters on behalf of the Client with any third party organization. Client further grants Service Provider authorization to input Client information into web-based and hard-copy government and state licensure application software. Client gives authorization to relevant third parties to disclose confidential information about the Client to the Service Provider in connection with all Application Materials.
    12.   
    13.     Notices
Except as otherwise set forth in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent by mail carrier, email, electronic message, or facsimile, to the addresses, email addresses, electronic message boards, or fax numbers provided by the Parties.
    14.    Assignment.  Neither Party may assign this Agreement or subcontract some or all of its performance under this Agreement without the other Party's prior written consent which may be withheld in the sole discretion of such Party.
    15.    Miscellaneous
    a.    Entire Agreement and General Provisions. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements, representations or understandings relating thereto.  Section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement.  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument.
    b.    Amendments. Any amendment or waiver hereof must be in writing and agreed to by both Parties.
    c.    Non-waiver . No failure or delay on the part of any Party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof.
    d.    Governing Law and Venue. Notwithstanding anything set forth in this Agreement, this Agreement shall be governed by and construed in accordance with the copyright laws of the United States and the internal law of the State of Michigan, without regard to the conflicts of law principles thereof, and any action brought in relation to this Agreement shall be brought in a Federal court in the State of Michigan.  The Service Provider and the Client each hereby irrevocably consent to the jurisdiction of such courts, and each Party hereby waives any claim or defense that such forum is not convenient or proper.  Each Party hereby consents to service of process by any means authorized by the State of Michigan law (other than by publication).  Each Party waives any right to trial by jury with respect to any dispute, suit, action or proceeding arising out of or relating to this Agreement or otherwise relating to the relationship of the Parties, whether in contract, tort or otherwise.
    e.    Severability . In the event any provision of this Agreement is held to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect and the unenforceable provision(s) shall be automatically amended to the extent necessary to make it valid, enforceable and legal, provided that any such amendments shall most closely reflect the intent and purpose of the original provision.
    f.    Remedies Cumulative . No specific remedy under this Agreement shall limit a Party's right to exercise all other remedies available to such Party under law, in equity or under this Agreement, and all such remedies shall be cumulative.
    g.    Survival. Sections 1, 2, 4, 8, 9, 10, 11, 12, 13, and 14 and any other provisions of this Agreement that by their terms are perpetual or are otherwise intended to survive this Agreement shall survive the expiration or termination of this Agreement for any reason.