Independent Subcontractor Agreement

This Agreement is made between Same Day Transcriptions, Inc. (SDT), or “Contractor,” a Delaware Corporation with a principal place of business at 11523 Palmbrush Trail, Suite 102, Lakewood Ranch, FL 34202; Telephone 856-656-0416; Fax 856-282-5500 (“Contractor”) and:

1. Services to be performed

1.1) Subcontractor will transcribe dictations for Contractor’s clients, for and on behalf of Contractor. Subcontractor shall deliver the completed work through email or SDT’s web-based platform (as specified by each job) to Contractor within the time period specified on each individual contract that Contractor has with its clients.

1.2) Appropriate client specific templates, formats and guidelines, which are necessary requirements for the completion of work, will be obtained by Subcontractor via direct correspondence with Contractor. Subcontractor shall be responsible for the use and maintenance of such templates, formats and guidelines.

1.3) Subcontractor is responsible for any supplies and equipment necessary to perform the contracted work. Subcontractor is also responsible for the upkeep of any machines or other equipment required to complete work and shall not let machines or equipment fall into disrepair, thereby affecting Subcontractor’s ability to perform work in the agreed manner and time.

1.4) Subcontractor may only communicate with Contractor’s client if and when given direct permission through email notification from Contractor and may not communicate with said client regarding any matters concerning billing, pricing, or any other matter not pertaining to said work. In all communication with Contractor’s client, Subcontractor shall identify themselves as an agent of Contractor and may not identify them self as an independent agent having their own business.

2. Payment

2.1) Payment to the Subcontractor by SDT will be for completed and approved work only. For medical transcription, payment will be made on a per-line basis (65 characters including spaces). The starting rate for medical transcription is $0.07, as described above. For mModal voice recognition edit, the starting rate is $0.035 per 65-character line. The rate for non-medical transcription is $0.70 per recorded audio minute. Rates for other forms of work, such as medical research and legal transcription shall be determined on a case-by-case basis. Payment is made for work that is typed, proofed and deliverable directly to client without need for further edit and not returned by client for transcription errors, attaining 98% accuracy or better. Any monetary penalties for late or unacceptable work imposed by SDT’s client will be passed-on to the Subcontractor, if Subcontractor is responsible for said late and/or insufficient work. Subcontractor shall be responsible for correcting work that is returned for inaccuracy, and shall not charge additional fees for the correction of such work.

2.2) Contractor is not responsible to pay for redo work in the case of power outages or faulty equipment. It is the responsibility of Subcontractor to keep equipment in working order and to provide backup emergency services should a technical problem occur.

2.3) Contractor is not responsible to pay for work that is returned by Contractor’s client due to poor accuracy if it falls below 98% accuracy rate, as measured by guidelines set forth by the American Association of Medical Transcriptionists.

3. Terms of Payment

3.1) Subcontractor shall invoice Contractor on the 1st (first) and 16th days of each month for all work completed pursuant to this Agreement during the preceding work period. Invoices must be delivered through Google Docs, as instructed, specifying an invoice number, the dates covered in the invoice, total volume of work completed (lines), the work performed in summary during the invoice period (itemization of audio minutes and/or lines and reports transcribed by day, specified by Client Name). Contractor shall pay Subcontractor’s fee within fifteen days after receiving Subcontractor’s invoice.

3.2) Subcontractor must be prepared to back up each billing with copies of work completed should Contractor request any information regarding the services rendered.

4. Expenses

4.1 Subcontractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes license fees, memberships and dues; automobile and other travel expenses; meals and entertainment; insurance premiums; and all salary, expenses and other compensation paid to employees or contract personnel the Subcontractor hires to complete the work under this Agreement.

4.2 Subcontractor agrees to cover the fee that SDT incurs to create their online transcriptionist account through a one-time $35.00 deduction on their first invoice. Following the creation of this account, Subcontractor will have this transcriptionist account to use for all future work (there are no additional fees).

5. Materials

5.1 Subcontractor will furnish all materials, tools and equipment used to provide the services required by this Agreement and Contractor is not responsible for any costs associated with operational expenses relating to computer work, communications technology or data security.

6. Independent Subcontractor Status

6.1) Subcontractor is an independent subcontractor, and neither Subcontractor nor Subcontractor’s employees nor contract personnel are, or shall be deemed, Contractor’s employees. In its capacity as an independent subcontractor, Subcontractor agrees and represents, and Contractor agrees, as follows:

  • Subcontractor has the right to perform services for others during the term of this Agreement.
  • Subcontractor has the right to perform the services required by this Agreement at any place or location and at such times as Subcontractor may determine, within the United States of America.
  • The services required by this Agreement shall be performed by Subcontractor, or Subcontractor’s employees or contract personnel, and Contractor shall not hire, supervise or pay any assistants to help Subcontractor.
  • Neither Subcontractor nor Subcontractor’s employees or contract personnel shall receive any training from Contractor in the professional skills necessary to perform the services required by this Agreement.
  • Neither Subcontractor nor Subcontractor’s employees or contract personnel shall be required by Contractor to devote full time to the performance of the services required by this Agreement.

7. Confidentiality

7.1) Subcontractor acknowledges that it will be necessary for Contractor to disclose certain confidential and proprietary information to Subcontractor in order for Subcontractor to perform his/her duties under this Agreement. Subcontractor acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Contractor and contractor’s client. Accordingly, Subcontractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Contractor without Contractor’s prior written permission except to the extent necessary to perform services on Contractor’s behalf. Proprietary or confidential information includes:

  • The written, printed, graphic or electronically recorded materials furnished by Contractor for Subcontractor to use
  • Any written or tangible information stamped “confidential,” “proprietary” or with a similar legend or any information that Contractor makes reasonable efforts to maintain the secrecy of
  • Business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, pricing information, and
  • Information belonging to customers and suppliers of Contractor about whom Subcontractor gained knowledge as a result of Subcontractor’s services to Contractor.

7.2) Subcontractor shall not be restricted in using any material which is publicly available, already in Subcontractor’s possession or known to Subcontractor without restriction, or which is rightfully obtained by Subcontractor from sources other than Contractor.

7.3) Upon termination of Subcontractor’s services to Contractor, or at Contractor’s request, Subcontractor shall deliver to Contractor all materials in Subcontractor’s possession relating to Contractor’s business.

7.4) Subcontractor acknowledges that any breach or threatened breach of Clause 7.1 of this agreement will result in irreparable harm to Contractor for which damages would be an inadequate remedy. Therefore, Contractor shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 17 of this agreement. Such equitable relief shall be in addition to Contractor’s rights and remedies otherwise available at law.

7.5) Subcontractor agrees that patient and contractor confidentiality are of utmost importance. No work performed by the Subcontractor for the Contractor may be disposed of without first shredding said documents. The Subcontractor will set-up files and directories on computer(s) in such a way as to prevent unauthorized viewing, deleting, or copying. Said computer(s) will also be configured to prevent unauthorized use and will also employ security devices to prevent theft of said computer(s). No work shall be sent from the computer without it first being encrypted using a minimum of 128 bit encryption. No patient or contractor names will be stored by the Subcontractor in any form of database for use after termination of this contract. Regular back-ups of Subcontractor’s Contractors’ work will be made in order not to forever lose the transcribed work.

7.6) At no time within 2 (two) years of termination of this contract may Subcontractor approach or perform work for Contractor’s client or any prospective client that Contractor has contacted in any form or manner, unless dealing with Contractor as an agent. Subcontractor may not accept any offer of work made by a Contractor’s client or prospective client, nor offer to provide services to a Contractor’s client or prospective client, either directly or by any other method or means, intended or unintended, that would disguise the client’s identity, Subcontractor’s identity or would somehow obfuscate the relationship. No such relationship, including Subcontractor working through or with another Subcontractor, shall be allowed. A “prospective client” is defined as any person or organization that has been contacted and identified by Contractor as a potential future client, either by email notification or telephone conversation between Contractor and Subcontractor.

7.7) Contractor’s name, logo, trademark or trademarks, letterhead, and any other intellectual property of Contractor shall remain exclusively the property of Contractor. Subcontractor may only make use of these properties when acting as an agent of Contractor and given specific permission through email. Subcontractor may not act in such a way as to have others perceive them as actually being agents of Contractor until permission is granted by email through Contractor. Subcontractor may not employ any device that would allow Subcontractor to benefit from Contractor’s reputation independent of work that comes directly from Contractor.

8. Permits and Licenses

Subcontractor has complied with all federal, state and local laws requiring business permits, certificates and licenses required to carry out the services to be performed under this Agreement.

9. State and Federal Taxes

9.1) Contractor will not:

  • Withhold FICA (Social Security and Medicare taxes) from Subcontractor’s payments or make FICA payments on Subcontractor’s behalf
  • Make state or federal unemployment compensation contributions on Subcontractor’s behalf, or
  • Withhold state or federal income tax from Subcontractor’s payments.

9.2) Subcontractor shall pay all taxes incurred while performing services under this Agreement–including all applicable income taxes and, if Subcontractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Subcontractor shall provide Contractor with proof that such payments have been made.

10. Fringe Benefits

Subcontractor understands that neither Subcontractor nor Subcontractor’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Contractor.

11. Workers’ Compensation

Contractor shall not obtain workers’ compensation insurance on behalf of Subcontractor or Subcontractor’s employees. If Subcontractor hires employees to perform any work under this Agreement, Subcontractor will cover them with workers’ compensation insurance to the extent required by law and provide Contractor with a certificate of workers’ compensation insurance before the employees begin the work.

12. Unemployment Compensation

Contractor shall make no state or federal unemployment compensation payments on behalf of Subcontractor or Subcontractor’s employees or contract personnel. Subcontractor will not be entitled to these benefits in connection with work performed under this Agreement.

13. Insurance

13.1) Contractor shall not provide any insurance coverage of any kind for Subcontractor or Subcontractor’s employees or contract personnel.

13.2) Subcontractor shall indemnify and hold Contractor harmless from any loss or liability arising from performing services under this Agreement.

14. Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earlier of:

  • The date Subcontractor completes the services required by this Agreement
  • The date a party terminates the Agreement as provided below.

15. Terminating the Agreement

15.1) Contractor and Subcontractor must give written notice of at least 30 (thirty) days of their desire to dissolve this contract. Subcontractor must return all outstanding work, finished work, loaned equipment, machines, or supplies, on the last day or prior to the last day of this notice. Within the life of the notice period, both parties shall be bound to perform their respective obligations in accordance with this contract. Any substandard performance or inability to complete Contractor’s clients’ work by Subcontractor in a timely fashion may result in Contractor waving the notice period to save Contractor’s good business name.

15.2) Breach of any part of this contract could result in the immediate termination of this contract by either party. All normal clauses pertaining to dissolution of this agreement would then come into effect.

16. Exclusive Agreement

This is the entire Agreement between Subcontractor and Contractor.

17. Modifying the Agreement

17.1) Any amendment to this contract must be in writing and will not be effective until executed and approved by both SDT and Subcontractor, or their successors in office.

18. Resolving Disputes

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Manatee County, FL. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Manatee County, FL. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. The arbitrator will allocate costs of arbitration, including attorney fees.

19. Applicable Law

The laws of the State of Florida will govern this Agreement.

20. Notices

All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:

  • When delivered personally to the recipient’s address as stated on this Agreement
  • Three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement, or
  • When sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

21. No Partnership

This Agreement does not create a partnership relationship. Subcontractor does not have authority to enter into contracts on Contractor’s behalf.

22. Assignment

Subcontractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Contractor’s prior written approval.

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