AGREEMENT FOR CAREGIVER REFERRAL SERVICES
NOW, THEREFORE, in consideration of themutual promises and covenants of the parties as herein contained, the parties hereto agree and contract asfollows:
1. Registry is a licensed nurse registry under Florida Statutes §400.506, which offers referrals of home-care professionals who operate asself-employed independent contractorsrelative to Registry (hereinafter “Care Providers”). Registry, itself, is not a provider of any health- related or home-care services of any kind. It provides only the services specifically described in this Agreement. Registry completes a background investigation for and verifies the credentials of each Care Provider before the Care Provider is eligible for referral to a Client. Because Care Providers work in close personal contact with clients, Client is urged to personally interview a referred Care Provider before accepting a referral.
2. Client hereby engages Registry to refer a Care Provider to Client, upon Client’s request. Client retains the unqualified right to accept or decline any Care Provider referred hereunder, and retains the unilateral right to negotiate directly with a Care Provider concerning all aspects ofthe care relationship, including the time, location, type ofservices and fee payable to Care Provider for the services rendered.
3.Client agrees to pay Registry a fee (the “Registry Fee”) with respect to each hour of services provided by a referred Care Provider. This paragraph shall survive a termination of this Agreement for a period of three years.
4. Client agrees to pay Registry its fee during the week following the week in which a referred Care Provider provides the underlying services for Client; and to inform Registry, either directly or by countersigning Care Provider invoices, on a weekly basis about all hours or days of services that Client receives from Care Providers referred by Registry. Should Client violate this provision of the Agreement, Client agrees to pay Registry a sum of $5,000. This paragraph shall survive a termination of this Agreement for a period of two years.
5. Client hereby engages Registry to accept both the Registry Fee and the referred Care Provider’s fee and to disburse the appropriate amounts of such Client payment to the Care Provider and to the Registry.
6. Client and Registry have discussed the Registry Fee and the Care Provider’s fee and agreed to the following total hourly costs of services inclusive of both the Registry Fee and the Care Provider fee:
8. Registry shall not be liable for any acts or omissions of a Care Provider. If Client requests a Care Provider to operate a motor vehicle, Client hereby agrees to indemnify and hold harmless Registry from and against
any and all claims and liabilities (including legal defense costs and expenses) attributable to or arising out of any injury to persons or property resulting from or caused by such operation. This paragraph shall survive the termination of this Agreement.
9. Client hereby acknowledges and understands that, as required by Florida law, if Client accepts a referral of a Care Provider who is a certified nursing assistant or home health aide, independent registered nurses are available upon Client’s request for referral by Registry to make visits to the Client’s home for an additional cost.
10. This Agreement may be terminated by either party at any time by providing the other party with at least forty-eight (48) hours’ prior written notice of its intention to terminate the Agreement.
11. Client acknowledges that neither Registry nor any of its agents has made any representation, covenant, promise or agreement with respect to the services that are the subject of this Agreement, except as herein expressly set forth. Moreover, Registry has not made any assurance, guarantee, promise or representation with respect to the results and/or outcome of any services to be provided by Care Providers.
12. This Agreement contains the entire agreement between the parties hereto, and all prior agreements, representations, oral or written, are merged herein. No change or amendment to this Agreement shall be valid unless it is in writing and signed by both parties hereto. The parties acknowledge and agree that, unless otherwise provided herein, this Agreement is for the sole benefit of the parties hereto and shall not be construed as a third party beneficiary contract to confer on any person other than the parties hereto any legal or puttable rights hereunder.
13. This Agreement shall be governed by the laws of the State of Florida, without regard to choice of law principles. Any litigation shall be brought in the state or federal courts of the State of Florida. Each party agrees to the exercise of personal jurisdiction over it by such courts to the full extent permitted by law. This paragraph shall survive a termination of this Agreement.
14. Should any term or provision of this Agreement be found invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each and every term and provision otherwise valid shall remain valid. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives.
