AGREEMENT FOR HEALTH CARE PROFESSIONAL SERVICES

This Health Care Professional Agreement ("Agreement") is made and entered into as of the [Effective Date] by and between Nativa Staffing & Consultants, LLC ("Nativa”, Nativa Staffing”) a limited liability company with its principal office at 10-14 Saddle River RD Fair Lawn, NJ 07410 ("Company"), and [Health Care Professional Name], an independent contractor residing at [Health Care Professional Address] ("Contractor").

RECITALS

WHEREAS, Nativa Staffing & Consultants, LLC ("Nativa”, Nativa Staffing”), a corporation organized under the laws of the State of [State], operates a sophisticated digital marketplace intended to serve as an intermediary between healthcare professionals ("Professionals") and healthcare facilities ("Facilities") for the provision of temporary medical services;

WHEREAS, Professionals are skilled, licensed individuals seeking to provide their services on a contract basis through Nativa's platform;

WHEREAS, Nativa does not engage in the direct provision, management, or oversight of medical services but rather facilitates contractual arrangements between its users;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, the parties agree as follows:

I. DEFINITIONS AND SCOPE

1.1 Definitions

  1. Platform
    Refers to the digital marketplace and all associated technologies, interfaces, and services provided by Nativa. This includes, but is not limited to:
    • Websites operated by Nativa.
    • Mobile applications (including native apps for iOS and Android).
    • API (Application Programming Interface) services provided for external integrations.
    • Tools and features for communication, scheduling, payment processing, and document management.
    • Future updates or enhancements to these technologies or services.
      The Platform serves as an intermediary connecting Healthcare Professionals and Facilities without directly providing healthcare services.
  2. Services
    Refers to the healthcare services provided by a Professional to a Facility through an agreement facilitated by the Platform. These may include:
    • Medical treatment and patient care.
    • Surgical procedures, diagnostics, and consultations.
    • Therapy and rehabilitation services.
    • Other clinical services within the Professional’s licensure.
      Services are provided temporarily and on a contract basis, with specific terms defined in each Request.
  3. Request
    Refers to a solicitation made by a Facility via the Platform to engage a Professional. It includes:
    • The type of medical services required.
    • The duration of the assignment and schedule.
    • Location where services will be provided.
    • Required qualifications, certifications, and specialties.
    • Other relevant details such as patient care needs, clinical protocols, and compliance requirements.
      A Request serves as an offer, which becomes binding upon acceptance by the Professional.
  4. Facility
    Refers to any healthcare institution or organization requesting medical services through the Platform. This may include:
    • Hospitals, clinics, and rehabilitation centers, ambulatory surgical centers.
    • Nursing homes, medical offices, and urgent care centers.
    • Other healthcare entities seeking temporary staffing. Facilities are responsible for posting Requests, onboarding Professionals, and ensuring compliance with their policies. They must also compensate the Professional according to the terms of the Request.
  5. Professional
    Refers to an individual who is licensed to provide medical services and has registered on the Platform to offer such services on a temporary, contract basis. Professionals may include:
    • Physicians (e.g., doctors, anesthesiologists, specialists).
    • Nurses (e.g., registered nurses, nurse practitioners).
    • Therapists (e.g., physical, occupational).
    • Technicians (e.g., radiology, lab technicians, scrub technicians).
    • Other healthcare providers meeting regulatory and licensure standards.
      Professionals enter into direct contracts with Facilities for each Request they accept, and are responsible for fulfilling the terms of the service provision.

1.2 Scope of Agreement

  1. Governing Use of the Platform
    This Agreement governs the use of the Platform by the Professional, including:
    • Registration and account creation.
    • Accessing available Requests and engaging with Facilities.
    • Accepting Requests for medical services.
    • Using integrated tools for communication, scheduling, and payment processing.
    • Any future updates, enhancements, or added functionalities to the Platform.
      This Agreement governs all aspects of the Professional's interaction with the Platform and the Services they provide through it.
  2. Acceptance and Binding Agreement
    By accessing or using the Platform in any manner (such as registration, logging in, accepting a Request), the Professional agrees to the terms of this Agreement. This includes:
    • Acknowledging that the Professional has read, understood, and accepts the terms.
    • Agreeing that continued use of the Platform constitutes ongoing acceptance of these terms, including any amendments made by Nativa.
      If the Professional does not agree to these terms, they must cease using the Platform immediately.
  3. Nature of the Professional-Nativa Relationship
    The relationship between Nativa and the Professional is strictly limited to Nativa providing a marketplace for connecting Professionals with Facilities. This includes:
    • Nativa does not provide medical services or directly participate in the delivery of healthcare.
    • Nativa is not responsible for employment, supervision, or management of the Professional.
    • The Professional is an independent contractor and retains full responsibility for their conduct, qualifications, and performance.
    • Nativa is not a party to the contract between the Professional and the Facility, except as a facilitator for the Platform.
      This Agreement does not create an employer-employee, partnership, or joint venture relationship

II. PROFESSIONAL RESPONSIBILITIES AND OBLIGATIONS

2.1 Registration and Compliance

  1. Account Creation:

1.1 Accurate and Complete Information:
Professionals must create an account on the Platform by providing accurate, complete, and up-to-date personal and professional information, including, but not limited to:

1.2 Single Account Rule:
Professionals may only create one account under their name unless expressly authorized by Nativa to create additional accounts. Nativa may approve multiple accounts for specific reasons, such as professionals holding multiple specialties or credentials, but approval must be obtained in advance from Nativa.

  1. Verification and Continuous Compliance:

2.1 Initial and Ongoing Verification:
Nativa will perform an extensive verification process to ensure that the Professional meets all necessary legal, ethical, and regulatory requirements. This includes, but is not limited to:

2.2 Ongoing Compliance:
Professionals are required to comply with the verification process throughout their engagement with the Platform. This includes providing any additional documentation requested by Nativa to maintain their registration, such as:

  1. Professional Conduct:

3.1 Adherence to Legal and Ethical Standards:
Professionals are required to adhere to all applicable local, state, and federal laws, healthcare regulations, and the ethical standards of their medical profession. This includes compliance with all relevant regulations governing the provision of healthcare services, including but not limited to:

3.2 Professional Behavior:
Professionals must maintain a high level of professional behavior, both on and off the Platform, at all times. This includes:

2.2 Data Management and Privacy

  1. Confidentiality:

1.1 Account Security and Information Protection:
Professionals are responsible for ensuring the confidentiality and security of their account credentials and any other sensitive personal information provided through the Platform. This includes:

1.2 Adherence to Nativa’s Privacy Policy:
Professionals must comply with Nativa's Privacy Policy regarding the collection, use, and storage of personal data. All information shared through the Platform must be handled in strict accordance with relevant privacy and data protection laws, including:

  1. HIPAA Compliance:

2.1 Protection of Protected Health Information (PHI):
Professionals are required to comply with the Health Insurance Portability and Accountability Act (HIPAA) and other applicable privacy regulations when handling any Protected Health Information (PHI). This includes:

III. NATIVA'S FUNCTION AS AN INTERMEDIARY

3.1 Platform Functionality

  1. Marketplace Facilitation:

1.1 Platform as a Digital Marketplace:
Nativa provides a digital marketplace where Facilities can post Requests for medical services and Professionals can review, accept, or decline these Requests based on their availability and qualifications. The Platform is designed to facilitate the connection between the two parties but does not directly engage in or manage the healthcare services being provided.

1.2 No Role in Service Provision or Supervision:
Nativa does not engage in the actual provision of medical services. It does not monitor or oversee the care delivered by Professionals to patients. The responsibilities of ensuring quality, appropriateness, and safety of medical services lie solely with the Professional and the Facility.

  1. Communication and Coordination:

2.1 Facilitation of Communication:
Nativa provides tools and features to facilitate communication between Facilities and Professionals, such as secure messaging, scheduling, and documentation features. However, Nativa is not responsible for the content or quality of these communications, nor is it liable for any misunderstanding, miscommunication, or disputes that arise in the course of service delivery.

3.2 Non-Engagement in Healthcare Practice

  1. Exclusion of Liability:
    1.1 No Provision of Healthcare Services:
    Nativa does not practice healthcare, nor does it hold itself out as a healthcare provider. Nativa’s role is limited to serving as an intermediary platform for Professionals and Facilities to connect, agree on the terms of service, and execute contracts.
    1.2 No Oversight of Clinical Care:
    Nativa does not supervise, control, or manage the medical or clinical care provided by Professionals. The quality, appropriateness, and legality of medical services are the sole responsibility of the Professional and the Facility.
  2. Non-Responsibility for Medical Malpractice:

2.1 No Liability for Medical Malpractice:
Nativa is not responsible or liable for any medical malpractice, negligence, or errors made by Professionals in the provision of medical services. All liability for such issues lies with the Professional, who is acting as an independent contractor, and the Facility, as the direct provider of the clinical environment and patient care.
2.2 Limitation of Nativa’s Liability:
Nativa’s liability is strictly limited to its role as a facilitator of the Platform, and it is not liable for any medical outcomes, decisions, or acts of negligence by the Professional or Facility.

IV. INSURANCE AND PROTECTION FROM LIABILITY

4.1 Insurance Requirements

  1. Professional Insurance:
    1.1 Required Coverage:
    Professionals must maintain adequate liability insurance to cover any potential risks associated with the services they provide through the Platform. The required insurance includes, but is not limited to:
    • Professional Liability Insurance (also known as Malpractice Insurance): This coverage should be sufficient to protect the Professional against claims arising from medical errors, omissions, negligence, or other professional liabilities related to the provision of healthcare services.
    • General Liability Insurance: Coverage for general risks not specifically related to professional services, such as property damage or injury that may occur while on a Facility's premises.
    • Workers' Compensation Insurance (if applicable): If required by the jurisdiction where the Professional practices, this insurance must cover workplace injuries or illnesses suffered by the Professional while providing services.

1.2 Insurance Coverage Amounts:
The minimum amount of coverage required for each of these policies will be determined by Nativa based on industry standards and the nature of the services provided. Professionals must maintain coverage that is appropriate for the scope of the services they provide and must provide proof of insurance upon request. Failure to provide proof of such coverage will be considered a violation of this Agreement.

1.3 Supplemental Insurance by Nativa:
In the event that a Professional is unable to provide proof of adequate insurance coverage or does not maintain the required insurance, Nativa may offer supplemental insurance coverage. The cost of such coverage will be passed on to the Professional, and the Professional may be required to pay additional fees for this coverage. Nativa’s supplemental insurance will serve as a backup to the Professional’s primary insurance but will not cover all situations or risks.

  1. Proof of Insurance:
    2.1 Verification of Coverage:
    Professionals are required to provide proof of insurance as requested by Nativa. This proof may be in the form of a certificate of insurance, policy declarations, or other documentation that clearly shows the type and amount of coverage in effect.
    2.2 Timely Submission of Proof:
    Proof of insurance must be submitted to Nativa on an annual basis or at any time when there is a change to the Professional’s coverage or insurance provider. If proof of insurance is not provided upon request, Nativa reserves the right to suspend or terminate the Professional’s access to the Platform.

4.2 Limitation of Liability

  1. Independent Contractor Status:
    1.1 Acknowledgment of Status:
    Professionals acknowledge and agree that they are independent contractors and not employees of Nativa. As independent contractors, Professionals are solely responsible for their own actions, including any medical errors, negligence, or failures to comply with healthcare standards, laws, or regulations.

1.2 Indemnification of Nativa:
Professionals agree to indemnify, defend, and hold Nativa harmless from any and all claims, lawsuits, actions, damages, losses, liabilities, or costs (including reasonable attorneys' fees) arising from:

1.3 No Employment Relationship:
The Professional agrees that they are not entitled to any employee benefits or protections, including but not limited to, unemployment insurance, health benefits, or workers' compensation, by virtue of their status as an independent contractor.

  1. Liability Limitations:
    2.1 Scope of Nativa’s Responsibility:
    Nativa’s liability is strictly limited to its role as a facilitator of the Platform. Nativa is not responsible or liable for any acts or omissions of the Professional or Facility, including but not limited to, the quality of the services provided, the adequacy of the healthcare treatment, or the actions of the parties involved in the service agreements.

2.2 Exclusion of Liability for Service Performance:
Nativa is not liable for any loss, damages, or disputes arising from the contractual agreements or service performance between the Professional and the Facility, including issues such as:

V. SERVICE REQUESTS, ACCEPTANCE, AND DELIVERY

5.1 Request Management

  1. Request Review and Acceptance:
    1.1 Responsibility for Evaluation:
    Before accepting any Request, Professionals must carefully review all details provided by the Facility, including but not limited to:
    • The scope and nature of the requested medical services.
    • The duration of the assignment, including any specific time or shift requirements.
    • The location of the services to be provided, ensuring that the Professional has the necessary qualifications to perform the requested services at the given location.
    • Any other special requirements or conditions related to the assignment.

1.2 Acceptance Process:
Once the Professional has reviewed the Request and determined that they have the requisite skills, qualifications, and availability, they must confirm their acceptance of the Request through the Platform. By accepting a Request, the Professional agrees to the terms outlined in the Facility’s Request, including hours, location, scope of services, and any other applicable details.

  1. Cancellation Protocols:
    2.1 Facility Cancellations:
    If a scheduled booking is canceled within 24 hours, your account will be subject to an automatic charge of 6 hours. This policy ensures fair compensation for the nurse due to the inconvenience of a last-minute cancellation. If canceled more than 24 hours in advance, no charges will apply.

2.2 Professional Cancellations:
Professionals may cancel a Request, but if the cancellation occurs within a specific period before the scheduled service date (e.g., 24-48 hours), the Professional may be subject to temporary suspension or penalties, including but not limited to:

Removal from the Platform if the Professional’s cancellation rate is deemed excessive by Nativa.

5.2 Onboarding by Facilities

  1. Facility Responsibilities:
    1.1 Onboarding Process:
    Facilities are solely responsible for conducting all necessary onboarding procedures for Professionals, which may include:
    • Orientation sessions to familiarize the Professional with the Facility’s policies and procedures.
    • Training on internal safety protocols, infection control measures, and any other applicable operational policies.
    • Provision of any necessary equipment, materials, or access to medical records required for the Professional to perform their duties.
    • Verification of required immunizations, health screenings, or background checks specific to the Facility’s policies.

1.2 Compliance with Facility Standards:
Professionals must comply with all internal policies, safety procedures, and regulatory requirements set forth by the Facility. The Facility has the right to deny access to the Professional if they fail to meet these standards.

5.3 Timekeeping and Documentation

  1. Recording of Work Hours:
    1.1 Dual Timekeeping Requirement:
    Both the Facility and Nativa require Professionals to accurately record hours worked. Professionals must use both:
    • The Facility’s internal timekeeping system, if applicable.
    • Nativa’s timekeeping feature on the Platform to log hours worked.

1.2 Dispute Resolution:
In the event of any dispute regarding hours worked, Nativa’s records, based on its platform’s timekeeping system, will be considered the prevailing documentation. Professionals and Facilities must promptly report discrepancies to Nativa for resolution.

VI. CLASSIFICATION OF PROFESSIONALS

6.1 Independent Contractor Status

  1. No Employment Relationship:
    1.1 Clarification of Status:
    Professionals are classified as independent contractors and are not employees of Nativa. This means that:
    • Professionals are responsible for their own taxes, insurance, and business expenses.
    • Professionals are not entitled to any employee benefits, such as paid time off, health insurance, retirement benefits, or unemployment benefits.
    • The relationship between Nativa and the Professional does not create an employment or agency relationship.

6.2 Non-Exclusivity

  1. Right to Work with Others:
    1.1 No Exclusivity:
    Professionals are free to work with other platforms, employers, or clients, and this Agreement does not create an exclusive relationship between Nativa and the Professional. The Professional is permitted to seek or accept other work opportunities while using the Platform, provided that such work does not interfere with their obligations to Nativa or Facilities under this Agreement.

 

VII. FINANCIAL ARRANGEMENTS

7.1 Fee Structure

  1. Facilitation Fees:

1.1 Nativa's Role in Payment:Nativa facilitates the payment process between Facilities and Professionals. However, Nativa does not directly charge any fees from the Professional’s earnings. The fees paid to Professionals are determined by the rates set by the Facility, and Nativa is not involved in negotiating or altering those rates.

7.2 Payment Terms

  1. Payment Processing:

1.1 Payment Timing: Payments for Services will be processed within Seven (7) days after the completion of each Request. Any delays in payment processing due to verification or other administrative issues will be communicated to the Professional, with payments being processed as soon as possible.

Payment Processing Terms

1.1 Bank Account Details

1.2 Payment Execution

1.3 Payment Guarantees

VIII. DISPUTE RESOLUTION MECHANISM

8.1 Mandatory Arbitration

  1. Arbitration Clause:
    1.1 Binding Arbitration:
    Any dispute, claim, or controversy arising out of or in connection with this Agreement, including any alleged breach, termination, or enforcement of the Agreement, shall be resolved through binding arbitration. This means that neither party shall have the right to file a lawsuit in court, and there will be no right to a jury trial or to participate in a class action lawsuit. Arbitration shall be the exclusive method of dispute resolution, except as otherwise specified in this Agreement.
  2. Procedure:
    2.1 Notice of Dispute:
    The party seeking to resolve a dispute must notify the other party in writing, describing the nature of the dispute and providing any relevant facts or documentation supporting the claim. This notice should be sent to the other party’s primary contact address as outlined in this Agreement or to a designated representative.

2.2 Negotiation Period:
After receiving the notice, the parties agree to engage in good-faith negotiations for a period of 30 days, during which they will attempt to resolve the dispute amicably. During this 30-day period, the parties may request additional documentation or clarification regarding the dispute to facilitate negotiations.

2.3 Arbitration Process:
If the dispute is not resolved during the 30-day negotiation period, the dispute shall proceed to binding arbitration. The arbitration will be conducted by a neutral third-party arbitrator or arbitration panel, selected by mutual agreement of the parties or, if the parties cannot agree, by a reputable arbitration organization.

2.4 Arbitration Fees:
The costs associated with the arbitration, including the arbitrator’s fees, will be divided equally between the parties, unless the arbitrator rules otherwise. Each party will be responsible for their own legal fees, unless the arbitrator determines that one party is entitled to reimbursement for reasonable attorney’s fees and costs.

8.2 Exceptions

  1. Exemptions:
    1.1 Small Claims Court:
    Disputes that fall within the jurisdictional limits of a small claims court may be resolved through such court proceedings rather than arbitration. This exemption is subject to the laws of the jurisdiction in which the dispute arises.

1.2 Claims Involving Sexual Assault or Harassment:
Claims involving allegations of sexual assault, harassment, or other serious claims related to physical or emotional harm that arise during the course of the Professional’s services or activities on the Platform are excluded from the mandatory arbitration provision. Such claims may be pursued through the courts as appropriate.

1.3 Urgent Injunctive Relief for Intellectual Property:
Any claims seeking urgent injunctive relief or protection related to intellectual property rights, such as patents, trademarks, or copyrights, are also exempt from arbitration and may be pursued in a court of competent jurisdiction.

IX. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

9.1 By Professionals

  1. Legal Compliance:
    1.1 Valid Licensure:
    The Professional represents and warrants that they possess all necessary and valid licenses, certifications, and qualifications required to legally and ethically provide the Services specified in this Agreement, and that such licenses are in good standing and not subject to suspension or revocation by any regulatory authority.

1.2 No Professional Sanctions:
The Professional further represents that they are not currently under investigation or subject to any disciplinary action, including but not limited to sanctions, by any medical board, licensing authority, or any other regulatory body in any jurisdiction where they are licensed to practice.

1.3 Compliance with Applicable Laws:
The Professional agrees to comply with all relevant local, state, and federal laws and regulations governing the provision of medical services, including any laws related to licensure, scope of practice, billing, and patient confidentiality.

9.2 By Nativa

  1. Platform Disclaimers:
    1.1 “As-Is” Basis:
    Nativa provides the Platform on an “as-is” and “as-available” basis, without any express or implied warranties of any kind. Nativa makes no representations or warranties regarding the availability, accuracy, reliability, completeness, or security of the Platform.

1.2 No Warranty of Fitness for Purpose:
Nativa disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Nativa does not guarantee that the Platform will be free of errors, viruses, or interruptions, nor does it warrant that the Platform will meet the specific needs or requirements of the Professionals or Facilities using it.

1.3 Limitation of Liability:
Nativa will not be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or in connection with the use of the Platform, even if advised of the possibility of such damages.

X. COMPLIANCE WITH REGULATORY FRAMEWORKS

10.1 HIPAA Compliance

  1. Protected Health Information (PHI):
    1.1 Obligation to Safeguard PHI:
    The Professional agrees to comply with the Health Insurance Portability and Accountability Act (HIPAA) and all applicable privacy laws and regulations regarding the handling, storage, and transmission of Protected Health Information (PHI). The Professional shall ensure that PHI is not disclosed to unauthorized parties or used for purposes other than those necessary to provide the agreed-upon services.

1.2 Training and Compliance:
The Professional will receive any necessary training to ensure compliance with HIPAA and other applicable laws and will cooperate with Nativa in responding to any inquiries or audits related to PHI or patient confidentiality.

10.2 Anti-Fraud and Abuse

  1. Compliance with Laws:
    1.1 Prohibition of Fraudulent Practices:
    Both Nativa and the Professional agree to comply with all applicable laws, regulations, and rules designed to prevent fraud and abuse in healthcare services. This includes compliance with regulations under the Anti-Kickback Statute, the False Claims Act, and the Stark Law, as well as any similar state laws or regulations related to the billing and provision of medical services.

1.2 Fair Market Compensation:
The parties agree that compensation for Services rendered under this Agreement will be consistent with fair market value and not influenced by any improper inducement or kickback. Nativa and the Professional will not engage in any illegal or unethical billing practices, including submitting fraudulent claims to Medicare, Medicaid, or any private insurer.

XI. MISCELLANEOUS PROVISIONS

11.1 Assignment

  1. Transfer of Rights:
    1.1 Restrictions on Assignment by Professionals:
    Professionals may not assign, transfer, or subcontract any of their rights or obligations under this Agreement without the prior written consent of Nativa. Any unauthorized assignment or transfer is void and constitutes a material breach of this Agreement.

1.2 Assignment by Nativa:
Nativa may assign or transfer its rights and obligations under this Agreement to any of its affiliates, subsidiaries, or successors, in whole or in part, without the consent of the Professional. In such cases, Nativa will notify the Professional in writing within a reasonable time of the assignment or transfer.

11.2 Entire Agreement

  1. Superseding Agreement:
    1.1 Complete Agreement:
    This Agreement constitutes the entire understanding and agreement between Nativa and the Professional with respect to the subject matter herein and supersedes all prior and contemporaneous oral or written agreements, communications, representations, or understandings between the parties.

1.2 Amendments:
Any amendments, modifications, or waivers of this Agreement must be in writing and signed by both parties. No oral statements or prior written material not specifically incorporated herein shall be of any force and effect.

11.3 Severability

  1. Validity of Provisions:
    1.1 Enforceability of Severable Provisions:
    If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of the remaining provisions shall not be affected. In such case, the invalid provision will be modified or replaced to reflect the parties' original intent as closely as possible, while maintaining the validity and enforceability of the Agreement as a whole.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

NATIVA STAFFING & CONSULTANTS, LLC

By: ____________________________
Name: [Authorized Representative]
Title: [Title]
Date: ___________________________

CONTRACTOR

By: ____________________________
Name: [Health Care Professional Name]
Date: ___________________________