Macmar Consulting Screenforc19 ICA


 Release Authorization

Applicant Complete the Following

  1. In connection with my Independent Agent Agreement, I understand that an investigative consumer report may be requested that will include information as to my character, work habits, performance, and experience, along with reasons for termination of past employment. I understand that as directed by company policy and consistent with the job described, you may be requesting information from public and private sources about my: workers' compensation injuries, driving record, court record, education, credentials, credit, and references.
  2. Medical and workers' compensation information will only be requested in compliance with the Federal Americans with Disabilities Act (ADA) and/or any other applicable state laws. According to the Fair Credit Reporting Act, I am entitled to know if contract is not accepted because of information obtained by the contracting company from a consumer-reporting agency. If so, I will be notified and given the name and address of the agency or the source which provided the information.
  3. I acknowledge that a facsimile (FAX) or photographic copy shall be as valid as the original. This release is valid all most federal, state and county agencies including all state Departments of Labor.
  4. If you want a copy of the report(s) ordered, check this box.
    The report(s) will be sent to you at the address below.
  5. I hereby authorize, without reservation, any law enforcement agency, institution, information service bureau, school, employer, reference or insurance company contacted by the reporting agency or its agent, to furnish the information described in Section 1. The following information is required by law enforcement agencies and other entities for positive identification purposes when checking public records. It is confidential and will not be used for any other purposes. I hereby release the contracting company and agents and all person, agencies, and entities providing information or reports about me from any and all liability arising out of the requests for or release of any of the above mentioned information or reports.
  6. I acknowledge that the foregoing authorization shall continue in force until revoked by me in writing.

Please print your full name

Please print other names you have used

Home Address

Social Security Number

Date of Birth

The Following states require sex and race to obtain information:  AL, AR, FL, GA, IA, IN, OR, TX, WI.

State ID/Driver’s License Number & State Issuing License

Name as it appears on License

Independent Contractor Agreement

Today’s date: 

11/28/2022

Name: 

Business Name:

Business Name DBA:

Business Address:

Home Address: 

This is an Independent Contractor Agreement (“Agreement”) between “Macmar Consulting”, (the “Company”) and the individual named above to  (referred as "Contractor", "Independent Representative”, “Independent Contractor”, “IC” “IBO” or “the Rep”).

The parties agree as follows:

  1. Contractor agrees to provide sales and marketing services to the Company as described on Schedule A, attached hereto and incorporated by reference herein (the “Work”), and the Company agrees to retain Contractor’s services under the terms and conditions set forth below. Contractor shall use best efforts to preserve the business of the Company and the goodwill of all Contractors, contractors, customers, suppliers, and other persons having business relations with the Company. Contractor further agrees to render services under this Agreement in a professional and business-like manner and in full accordance with the standards and practices recognized in the industry. Schedule A maybe modified and supplemented from time to time by the written agreement of the parties in order to revise the description of the Work or to accommodate new projects under this Agreement.
  2. This Agreement is effective from the Effective Date and for the term set forth on Schedule A. This Agreement (i) may be terminated at any time by the Company upon written notice to Contractor,(ii) maybe terminated at any time by the Contractor upon 30 days prior written notice to the Company, and (iii) shall terminate immediately if Contractor dies or is convicted of any felony, or of any lesser crime or offense which the Company, in the Company’s sole discretion, determines materially and adversely affects the Company’s property, interests, reputation or goodwill.
  3. The Company agrees to pay Contractor for the Work in the manner set forth on the attached Schedule B. Contractor shall be sole responsibility for any expenses not listed on Schedule B. Schedule B maybe modified and supplemented from time to time by the written agreement of the parties in order to accommodate changes to the description of the Work or to accommodate new projects under this Agreement.
  4. Confidential Information. The Company shall provide the Contractor with initial and ongoing confidential information and trade secrets of the Company and the Company’s clients (here in after referred to as “Confidential Information”). For purposes of this Agreement, Confidential Information includes, but is not limited to: Software or other technology developed by the Company, any research data or other documentation related to the development of such software/technology and software source codes; Customer lists and prospect lists developed by the Company; Information regarding the Company’s customers, including but not limited to, customer contracts, work performed for customers, customer contacts, customer requirements and needs, data used by the Company to formulate customer bids, customer financial information, and other information regarding the customer;  Information related to the Company’s business, including but not limited to marketing strategies and plans, sales procedures, operating policies and procedures, pricing and pricing strategies, billing information, customer lists, business plans, sales, profits, and other business and financial information of the Company; training materials developed by and provided to Contractor by the Company; and any other information which Contractor acquired as a result of his/her engagement by the Company and which Contractor has a reasonable basis to believe the Company would not want disclosed to a business competitor or to the general public. Contractor understands and acknowledges that such Confidential Information gives the Company a competitive advantage over others who do not have this information, and that the Company would be harmed if the Confidential Information were disclosed.
  5. Disclosure of Confidential Information. Contractor agrees to hold all Confidential Information of the Company in t rust for the Company and will not: (a) use the information for any purpose other than the benefit of the Company or in furtherance of the Company’s business; or (b) disclose to any person or entity any Confidential Information of the Company except as necessary during Contractor’s engagement with the Company to perform services for the Company. Contractor will also take reasonable steps to safeguard such Confidential Information and prevent its disclosure to unauthorized persons.
  6. All work product (including, but not limited to, any related patent, copyright, trademark, trade secrets or other property rights) developed, derived or created (i) by Contractor (solely or jointly) during the term of this Agreement and which relate to the business or activities of the Company or (ii) as A result of the Services by Contractor (solely or jointly) (collectively, “Work Product”) will be considered work made for hire and owned exclusively by Company. In the event that any Work Product Cannot be considered work made for hire and therefore owned exclusively by Company under applicable Law, Contractor grants, transfers and assigns to the Company all right, title and interest in and to the Work Product. Contractor will promptly disclose all Work Product to the Company and will at all times take all actions and execute and deliver to the Company all documents deemed necessary or desirable by the Company to evidence and vest the ownership of the Work Product in the Company or the Company’s assignees.
  7. Return Of Materials. Any and all Confidential Information, files, records, documents, information, data, and similar items relating to the business of the Company or any of the Company’s customers, whether prepared by Contractor or otherwise, coming into Contractor’s possession as a result of performing services for the Company, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances without the prior written consent of the Company (except in the ordinary course of business during Contractor’s active service under this Agreement), and in any event shall be promptly delivered to the Company (without Contractor retaining any copies) upon termination of this Agreement.
  8. Contractor Warranties. Contractor warrants that:(a)The performance of the Work pursuant to this Agreement does not violate any agreement or obligation between Contractor and a third party; The Work, as delivered to the Company, does not and will not infringe on any confidential information, copyright, patent, trademark, trade secret, or other proprietary right held by any third party; The services provided by Contractor shall be performed in a professional manner and shall be of a high grade, nature, and quality; All records of contacts, subscriptions, enrollment documents, receipts, and any other related documents shall be available for examination and inspection at any time by the Company; He or she agrees to communicate only the employees and contractors of the Company in all matters involving business between the Company and any client companies with which the Company is associated.
  9. Contractor agrees to be responsible for all his or her own insurance. If the Contractor uses a car for business purposes, under this agreement, the Contractor agrees to continuously maintain during the term here of and provide proof of liability insurance meeting the appropriate state requirements and providing coverage for bodily injury to third persons, and property in amounts and with insurance companies acceptable to the Company.
  10. Contractor agrees to indemnify and hold Company harmless from and against all any and all claims, damages, liabilities, losses, taxes, fines and penalties, costs, and expenses(including reasonable attorneys’ fees) asserted by a third party based on or arising out of Contractor’s breach or alleged breach of (i) the warranties in this Agreement, (ii) the infringement by Contractor of any third party’s proprietary rights, (i ii) or default in the performance by Contractor of any of the covenants or agreements which Contractor is required to perform under this agreement, (iv) or from any action taken by Contractor in the performance of Work under this Agreement.
  11. Restrictive Covenants. Without the prior written consent of the Company, Contractor shall not, during the term of this Agreement or for a period of eighteen (12) months following the termination of this Agreement: (a)Use or disclose the Company’s Confidential Information to engage in or work for a Competing Business as an owner, employee, independent contractor or otherwise. For purposes of this Agreement, a “Competing Business” means any individual, proprietorship, partnership, corporation, association, governmental unit, or any other entity, other than the Company, providing the same or substantially similar products and services as those provided by the Company during Contractor’s engagement with the Company, including but not limited to selling and marketing of cable television products and services and other related cable business. (b)Use or disclose the Company’s Confidential Information to solicit business from, attempt to do business with, or do business with any customer of the Company which either: (1) Contractor called on, serviced, did business with or had contact with during his/her engagement with the Company; or (2) Contractor became acquainted with or received Confidential Information regarding as a result of his/her engagement with the Company. This restriction applies only to businesses that are within the scope of services or products provided by the Company. (c) Induce, solicit or attempt to solicit or induce any employee of the Company (or any affiliate of the Company) to leave their employment with the Company and/or accept employment elsewhere.
  12. Relationship of Parties.
  13. Contractor is an independent contractor and the Company and Contractor are not and shall not be considered as employer/employee, joint ventures, partners, or one as agent of the other under this Agreement, and neither shall have the power to bind or obligate the other. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment, or as a limitation upon the Company’s rights to terminate this Agreement in accordance with its terms.
  14. Neither party shall have any liability for any act or omission made or committed, or alleged to be made or committed, by the other party or any of its employees, associates or agents.
  15. Neither Federal, nor any state, nor local income tax, nor any other payroll tax of any kind, shall be withheld or paid by the Company on behalf of Contractor. In accordance with the terms of this Agreement and the understanding of the parties herein, Contractor shall not be treated as an employee with respect to the Services performed here under for Federal or state tax purposes, or for the provision of any employment, profit-sharing, fringe or retirement benefits. Contractor understands that he/she is responsible to pay his/her income tax in accordance with Federal, state and local law. Contractor further understands that he/she may be liable for Social Security tax, to be paid in accordance with all applicable laws.
  16. Contractor is not entitled to any benefits provided or rights guaranteed by the Company, or by operation of law, to the Company’s employees, including but not limited to group insurance, liability insurance, disability insurance, paid vacation, sick leave or other leave, retirement plans, health plans, premium “overtime” pay, and the like.
  17. Because Contractor is engaged in his/her own independent contracting business and is not an employee of the Company, Company may or may not obtain workers’ compensation insurance for Contractor.
  18. Contractor shall indemnify and hold the Company harmless against any and all loss, damage, cost, expense, or liability imposed or claimed, including attorney’s fees and the legal expenses, arising directly or indirectly from any act or failure of Contractor, including without limitation failure to pay or maintain any of the foregoing.
  19. Other Activities. Contractor is free to engage in other independent contracting activities, provided that Contractor does not engage in any such activities which are inconsistent with, in conflict with, or interfere with any provisions of this Agreement or with the performance of services under this Agreement.
  20. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement invalid or unenforceable provision never comprised a part of this Agreement. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
  21. Reformation. In the event that any Court of competent jurisdiction or arbitrator holds any restrictions in this Agreement to be unreasonable and/or unenforceable as written, the Court or arbitrator may reform the Agreement to make it enforceable, and the Agreement shall remain in full force and effect as reformed by the Court or arbitrator.
  22. Failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right or privilege conferred by this Agreement, or the waiver by a party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. A breach of any representation, warranty or covenant shall not be affected by the fact that a more general or more specific representation, warranty or covenant was not also breached.
  23. Notices. All notices shall be in writing and sent to the party at the address set forth on the signature page herein, or such other address as designated in writing by such party.
  24. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the Company and Contractor with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties relating in any way to Contractor’s services f or the Company. No change or modification of this Agreement shall be valid or binding upon the parties here to unless such change or modification shall be in writing and signed by the Company and Contractor. No course of dealing between the Company and Contractor, or any waiver by the Company of a breach of any provision of this Agreement, or delay in exercising any right under this Agreement, shall operate or be construed as a waiver of any subsequent breach by Contractor.
  25. Contractor shall have no right to assign, transfer, pledge or delegate his/her rights or obligations hereunder, and any attempt there of shall be void. This Agreement may be assigned or transferred by the Company to any affiliate of the Company or to any partnership or joint venture in which the Company or any affiliate of the Company participates. This Agreement shall be binding upon and shall inure to the benefit of, any of the Company’s successors or assigns.
  26. Injunctive Relief. The parties recognize that a remedy at law for a breach of the provisions of this Agreement relating to Confidential Information, use of the Company’s trademark, copyright, and other intellectual property rights, and solicitation of the Company’s business will not be adequate for the Company’s protection, and accordingly the Company shall have the right to obtain, in addition to any other relief and remedies available to it, in junctive relief to enforce the provisions of this Agreement.
  27. RELIGIOUS EXPRESSION.THE COMPANY ACKNOWLEDGES ALL RELIGIONS, FAITHS AND BELIEFS AND ALLOWS INDIVIDUALS TO FREELY EXPRESS THEMSELVES WITHOUT BIAS OR PREJUDICE IN THE WORKPLACE.
  28. GOVERNING LAW. THIS AGREEMENT, ITS VAILDITY, CONSTRUCTION AND ENFORCEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. VENUE FOR RESOLUTION OF ANY DISPUTE ARISING FROM THE ENGAGEMENT OF CONTRACTOR BY COMPANY SHALL LIE EXCLUSIVELY IN COLLIN COUNTY, TX.

SCHEDULE A 

COVID TESTING

                                                                        (INSERT HERE BASED ON POSITION)

DESCRIPTION OF SERVICES

  1. The term of this Agreement shall be a period of one (1) year commencing on the Effective Date of this Agreement, or stay in effect during the duration of the campaign.

Termination of Agreement. Company may discontinue the services of this Agreement upon written or verbal notice under the following conditions:

(a) Nonperformance by the Contractor/ Direct Seller.

(b) Contractor commits a material breach of the Agreement.

(c) The conviction of Contractor of any crime.

(d) Contractor files any false or forged document with the Company or Customers.

Contractor may discontinue the services of this Agreement upon written or verbal notice under the following conditions:

(a) Company commits a material breach of the Agreement.

(b) Company fails to pay any valid invoice within 30 days of receipt from customer.

Customer Complaints. In the event the Contractor causes an error, customer and/or potential customer complaint, including but not limited to Fraudulent Solicitation, or a complaint by the Public Utility Commission, that results in any damages (“Damages”), including, but not limited to, fees, charges, penalties, fines, or costs incurred by the Company, customer and/ or potential customer, Contractor shall reimburse the Company and customer and/ or potential customer for such Damages upon presentation of an invoice or as a credit to be made against Contractor’s compensation for services described in the Contract. The prior sentence shall survive after the termination or expiration of the Agreement.

SCHEDULE B                                        

                COMPENSATION ADDENDUM-----COVID 19 RT-qPCR Testing                                     

        Independent Business Organization (IBO)----National Consultant-----Territory:  United States                   

(A completed IBO App ICA COVID Waiver W9 ACH Bank Deposit must be executed on file before services commence) (Each IBO will be required to submit invoices for pay periods based on lab reporting) (Each IBO will complete certifications including but not limited to HIPAA, Insurance Card, and Lab training course)     

“IBO” means the Independent Business Organization assigned by Master Agent, including its respective contractors, employees, managers, officers, owners, directors, partners, subsidiaries and affiliates. “Affiliate” shall be defined as any corporation, firm, partnership, or other entity that directly or indirectly controls, is controlled by, or is under common control with IBO.

IBO OBLIGATIONS:

  1. Provide qualified staffing to obtain specimens, train collectors on specimen collection, identify par levels, provide staff to package kits and transfer supplies to collectors as needed.
  2. Obtain all appropriate patient information for claims processing including insurance information and follow expressed written instructions supplied by LABORATORY with explicit details relating to the proper specimen collection, chain of custody, intake form, tracking methodology and transport of Qualified Specimens.
  3. Conduct in-service training programs, risk management program support to help develop a continuous quality improvement process. Labels and vial lids must be properly affixed to Specimen Collection Kits by patients or the LABORATORY may not be able to complete testing.
  4. IBO will identify, evaluate and/or provide all equipment, fixtures, office supplies, furniture, and furnishings necessary or appropriate with respect to specimen collection Services.
  5. Follow the site management protocol established by LABORATORY and MASTER AGENT agreed to by IBO
  6. Enforce all guidelines and protocols set forth by MASTER AGENT in respect to all IBO's staff.
  7. IBO will get written approval from the MASTER AGENT before using any advertising and /or marketing material that includes the LABORATORY'S or MASTER AGENT'S name and will use the official Laboratory branding template/logo in the design of such materials.
  8. Because LABORATORY cannot bill insurance for workplace testing programs, IBO will not collect specimens on behalf of any workplace testing program without written agreement from MASTER AGENT. A separate written agreement may be required for workplace testing programs subject to applicable laws regarding direct billing.

IBO WEEKLY PLAN: Contractor shall perform the services specified in ICA at any place or location determined by Contractor at will, voluntarily at their own discretion upon submitting a planned weekly schedule in advance to their Collection Officer (CO), Regional Director (RD), or National Consultant (NC). FAILING TO NOT HONOR YOUR SELECTED SCHEDULE MAY LEAD TO IBO'S DISCONTINUATION OF SERVICES.

Service Fee (SF):  Encompasses all parties’ roles in the process.  Equates to any lawful act done under the scope of business defined in this agreement in its entirety by which Contractors shall strive to maintain compliance, protocol, and procedures in relation sequential steps in processing intakes, collection of specimens, inventory, daily drop shipping, set up take down as required, establishing site locations or appointments, sourcing additional staff, inspection of sites an insure accurate collection, patient safety, privacy, without limitation are held to the highest standards possible set forth during certification.

  1. Minimum amount of Specimens. Company expects Independent Contractor (IBO) to deliver to Company a minimum of 1,500 specimens for testing per month. Company will allow 60 days to ramp up. IBO is to provide Company with a weekly production model building to 1,500 specimens per month over that 60 day ramp up period.  
  2. Compensation.
    1. In exchange for Independent Contractor providing the specimen collection and administration services, Company shall pay to Independent Contractor $ per specimen (the “Collection /Administration” Fee). Company shall deliver the Fee to Independent Contractor as follows. First any monies delivered to IBO are considered DRAWS against the final production numbers provided by the lab as paid, good and valid samples.  The first draw will be paid no later than thirty (30) days following receipt of a detailed invoice setting forth the specimens collected in conformity to this This draw shall be remitted in two payments, the first payment shall be remitted within sixteen (16) days of receipt of a detailed invoice and the second payment shall be remitted within sixteen (16) days after the first payment has been tendered.  Corrections, if any, to these draws will be completed as final details are provided by the lab.  At that time any adjustments will be made and payment will be considered as complete.

PAY CYCLE BY EXAMPLE:  The production week for this contract is defined as Monday through Sunday of each week and the Pay Cycles each cover a two week period.

If the pay cycle begins on Monday 1/4/21 then it ends on Sunday 1/10/21.  Company pays a draw percentage of the invoiced production within 17 days of receipt. Please refer to Pay Schedule. The remaining percentage of this invoice, assuming claims have been paid to the Laboratory by Insurance and less any adjustments by the lab, for only reasons / dispositions unpayable final total is paid. At that point the Invoice for this pay cycle is considered paid in full. RECONCILING EVERY MONTH AS CLAIMS ARE PAID TO LABORATORY BY INSURANCE is ongoing and exposure is up to 60 days passed the close of a collection week

 SERVICE PRODUCTION:   From time to time, Company will assist contractor in providing exclusive site locations as well as informing the local community to increase traffic to those sites.  IBO will be handling paying all of its own staff, ongoing training/oversight, inventory management as well as equipment supplies, signage required for each site location shall be entered into the event profile geocoder map on MASTER AGENT'S, homepage.   

INVENTORY ISSUED:  Inventory will be issued based on IBO’s forecasted weekly projections at the discretion of Company.  All inventory must be returned upon termination or end of this campaign for final payments and reserves to be released. There will be no charge for nasal swabs not returned.  A Ten percent (10%) loss of all saliva swab test kits issued to IBO will not incur a $10.00 fee per/kit that does not equate to a received valid specimen by the Laboratory. Any saliva test kit over the 10% of the total kits issued to IBO will incur a $10.00 fee<> per kit should those kits be deemed damaged, lost, stolen or simply not returned in a new or used condition.

 REPORTING:  LABORATORY and MASTER AGENT will provide access to a real time BT Ops Portal results portal for all orders submitted by IBO with break down for your leaders to only see their own teams.  Additionally, as claims are paid by insurances billed, LABORATORY and MASTER AGENT will provide a bi-weekly report showing each order, if that order has been billed, and if that order has been paid. All orders that have been paid by insurances to LABORATORY shall be shared with IBO with complete transparency.

FINAL RECONCILE: Within 45-60 days after this Agreement terminates once all Orders / claims generated by IBO have been confirmed or denied payments from insurances will result with a final credit for compensation or debit adjustments to be applied with the remaining difference due to either PARTY as applicable.

 Background Check fee:  Company will deduct up to $20 from Contractor's invoices for each laboratory applicant submitted for screening, ID code and badge approval with 1 or more order processed in the system.  Should Contractor provide reports of screenings from time to time of its active sub-contractors including identity verification and reject all applicants for all criminal crimes of moral turpitude including but not limited to battery, domestic violence, assault, theft, fraud, robbery, drug manufacturing / trafficking, multiple DWI or DUI convictions as well as searches relating to sex offender, terrorist watch National data bases then no fee will apply.

Unaccepted Intakes: Any and all mistakes with patient intakes, that can be avoid by the contractor, (including but not limited to spelling errors, transposing numbers, populating fields with inaccurate information) beyond the initial first 15 intakes by any independent contractor, (IBO), will result in no earned compensation. QC Dept. has time to support Collection Specialist for their first 15 intakes and therefore should be adequately versed and up to speed on processes and requirements for this position to do it correctly. Ongoing, less than a 5% correction rate is acceptable per IBO per month. Examples below can cause a potential chargeback if previously paid a draw:

  • Spelling or typos errors on general data entry that are not deemed correctable by Clinic will not be payable.
  • Insurance Entry mistakes; populating information into the wrong fields on intake or taking unacceptable insurance cards (i.e.: RX card, etc.…) If patient has insurance, Collection Specialist cannot select NO Insurance, period.
  • Non-legible uploads of DL and/or Insurance cards, when presented with Insurance.
  • Delays on outbound shipping; when sending off patent samples to Laboratory the same day or no later than next following day. Always prefer same day 24 hours shipping, when absolutely possible. Beyond 24 hours from Collection of Sample, shipments, unless weekends, can and/or will result in termination of agreement if egregiously careless delay is identified by the Laboratory upon receipt.
  • Not collecting enough Saliva (3ml) or Swabbing Cheek collection properly conduct test and provide the results can results in no service fees and charge back of medical testing equipment. Properly communicating with patient what we need to provide the most accurate test.

Reserves:  5% reserves may be held until the expiration of the campaign for any circumstances that may arise from Contractors activity or lack of action to remedy such instances relating to the above aforementioned or to provide resolution should contractor not pay its sub-contractors on time.         

Indemnification From Liability; Contractor shall indemnify and hold Company harmless from and against any and all claims, causes of action, complaints, damages, penalties, costs and expenses (including attorney's fees and other legal expenses) arising directly or indirectly from any act or failure of Contractor or his or her assistants or employees arising out of or resulting from services performed under or in connection with this Agreement, including all claims relating to the injury, disability or death of any person or damage to any property.               

Punishment shall be enforced to the extent of the State and Federal laws for any wrongdoing with a zero tolerance policy for any misconduct relating to malpractice.

This addendum amendment pertaining to the campaign is in addition to the current Schedule B in the Contractor’s existing executed Independent Contract Agreement on file relating to terms for the Vero campaign.

COMPANY, POLICY PROHIBITING SEXUAL HARASSMENT

I.

Statement of Philosophy

COMPANY. (herein after referred to as COMPANY) is proud of its tradition of a collegial work environment in which all individuals are treated with respect and dignity, including clients, customers, employees, vendors, and independent contractors. Each individual has the right to work in a professional atmosphere which promotes equal employment opportunities and prohibits discriminatory practices, including sexual harassment. At COMPANY, sexual harassment, whether verbal, physical, or environmental, is unacceptable and will not be .

II.

Definition of Sexual Harassment

The U.S. Equal Employment Opportunity Commission Guidelines on Discrimination Because of Sex (29 C.F.R. §1604.11(a)) defines conduct which constitutes prohibited sexual harassment. Section 1604.11(a) provides that unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute sexual harassment when:

  1. Submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment;
  2. Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual; or
  3. Such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment.

Examples of sexual harassment include, but are not limited to:

  1. Unwanted sexual advances
  2. Demands for sexual favors in exchange for favorable treatment or continued employment
  3. Threats and/or demands to submit to sexual requests in order to obtain or retain any employment benefit
  4. Verbal conduct such as epithets; derogatory or obscene comments; slurs or sexual invitations; sexual jokes; propositions; suggestive, insulting, or obscene comments or gestures; or other verbal abuse of a sexual nature
  5. Graphic verbal commentary about an individual's body, sexual prowess, or sexual deficiencies
  6. Unwanted flirtations, advances, leering, whistling, touching, pinching, or assault
  7. Coerced sexual acts
  8. Blocking an individual's normal movements

III.

Individuals Covered Under the Policy

This policy covers all individuals in the workplace. COMPANY will not tolerate, condone, or allow sexual harassment, whether by fellow employees, supervisors, managers, customers or other nonemployees who conduct business with this Company. COMPANY encourages the reporting of all incidents of sexual harassment, regardless of who the offender may be, or the nature of the offender's relationship to the Company.

IV.

Reporting the Complaint

While COMPANY encourages individuals who believe they are being harassed to firmly and promptly notify the offender that his or her behavior is unwelcome, the Company also recognizes that power and status disparities between an alleged harasser and a target may make such a confrontation impossible. In the event that such informal, direct communication between individuals is either ineffective or impossible, the following steps should be taken in reporting a sexual harassment complaint:

  1. Notify Appropriate Staff

Individuals who believe they have been sexually harassed should report the incident to all the following individuals:

1) Mariana Hernandez / President, C.E.O. of COMPANY / Call and mail to Consultingmacmar@gmail.com

If the complaint is successfully resolved in an informal manner, to the complainant's satisfaction, Mariana Hernandez shall file a confidential report about the complaint and its resolution, so that the company will be aware of any pattern of harassment by a particular individual, and also will be aware of all complaints of sexual harassment on a company-wide basis. If the complaint is not successfully resolved in an informal manner, a written report shall be made to Mariana Hernandez.

  1. Prepare Written Report of Misconduct

An accurate record of objectionable behavior or misconduct is needed to resolve a formal complaint of sexual harassment. Verbal reports of sexual harassment must be reduced to writing by either the complainant or Mariana Hernandez and be signed by the complainant. Individuals who believe they have been or currently are being harassed should maintain a record of objectionable conduct in order to prepare effectively to make their written report and to substantiate their allegations. While COMPANY encourages individuals to keep written notes in order to accurately record offensive conduct or behavior, COMPANY hereby notifies all employees that in the event a lawsuit develops from the reported incident, the complainant's written notes may not be considered privileged or confidential information.

  1. Promptly Report the Complaint

COMPANY encourages a prompt reporting of complaints so that a rapid response and appropriate action may be taken. A prompt report not only aids the complainant, but also helps to maintain an environment free from discrimination for all employees.

V.

Investigating the Complaint

  1. Confidentiality

Any allegation of sexual harassment brought to the attention of the following individuals:

Mariana Hernandez / President, C.E.O. of COMPANY / Call and mail to:  Consultingmacmar@gmail.com will be promptly investigated.  Confidentiality will be maintained throughout the investigatory process, to the extent practical and appropriate under the circumstances.

  1. Investigation Process

The investigator will try to take the wishes of the complainant under consideration, but will thoroughly investigate the matter, keeping the complainant informed as to the status of the investigation.

VI.

Resolving the Complaint

In order to minimize the damage to COMPANY’s, the complainant, and the alleged harasser, Mariana Hernandez will complete the investigation of a sexual harassment complaint, and communicate his or her findings and intended response to the complainant and alleged harasser, as expeditiously as possible. If COMPANY finds that harassment occurred, the harasser will be subject to appropriate disciplinary action, as listed below (see §VII). The complainant will be informed of the disciplinary action taken. If COMPANY determines that no sexual harassment has occurred, this finding will be communicated to the complainant and to the alleged harasser. If COMPANY cannot determine whether or not sexual harassment occurred, this finding will be communicated to the complainant and to the alleged harasser, and the matter will be recorded as unresolved. In any event, both the complainant and the alleged harasser will be informed again of the procedures set forth in this sexual harassment prevention policy.

VII.

Sanctions

Individuals found to have engaged in misconduct constituting sexual harassment will be subject to appropriate discipline, up to and including discharge and/or termination of services to COMPANY. In addressing incidents of sexual harassment, COMPANY’s response will include, at a minimum, reprimanding the offender and preparing a written record. Additional action may include: referral to counseling, withholding of a promotion, reassignment, and temporary suspension without pay, financial penalties, termination employment, or termination of services to COMPANY. This policy is designed to protect all employees and non employees providing services to COMPANY from harassment in any way associated with the workplace or work environment, regardless of the identity or status of the harasser. Although COMPANY’s ability to discipline a non-employee harasser (e.g., a customer or supplier or independent contractor) may be limited by the degree of control, if any, that it has over the alleged harasser, any employee or non-employee who has been subjected to sexual harassment should file a complaint and be assured that action will be taken. Such action may include closing business with a customer, reporting a supplier to his or her employer, reporting a public official to an appropriate agency, or any other appropriate action to protect the employees and non-employees of COMPANY

.VIII.

Protection Against Retaliation

COMPANY will not in any way retaliate against an individual who makes a complaint of sexual harassment or against any participant in the investigation, nor will it permit any supervisor/manager or employee or non-employee providing a service to COMPANY to do so. Retaliation is a serious violation of this sexual harassment policy and should be reported immediately. Any person found to have retaliated against another individual for reporting sexual harassment will be subject to the same disciplinary action described above (see §VII). An individual who makes an intentional or reckless false complaint also will be subject to the same disciplinary action as described above (see §VII).

IX.

Non-Employee Clause

The industry that COMPANY operates in and the nature of COMPANY’s business requires COMPANY to use the services of independent contractors and other non-employee service providers. Although COMPANY has little control over the actual work environment in which independent contractors and other non-employee service providers render services to the company, independent contractors and non-employee may meet and work together as a result of their relationship with COMPANY. As such, COMPANY may require its independent contractors and non-employee service providers to sign its Policy Prohibiting Sexual Harassment. The act of an independent contractor or non-employee service provider signing this Policy does not change the relationship of the independent contractor or non-employee service provider signing to the status of an employee. An independent contractor or non-employee service provider signing this Policy acknowledges and agree that his or her act of signing this Policy does not constitute and employer and employee relationship between COMPANY and independent contractor or non-employee service provider.

X.

Conclusion

COMPANY has developed this policy to ensure that all its employees and non-employee providing as service to COMPANY work in an environment free from sexual harassment. The Company will make every effort to ensure that all its personnel are familiar with the policy and know that any complaint received will be thoroughly investigated and appropriately resolved.

INDEPENDENT CONTRACTOR COMPLIANCE PROCESSING/ADMINISTRATION / EQUIPMENT WAIVER

  1. Compliance Processing fee:

I authorize “COMPANY.” to deduct $10.00 for Covid Testing,

                I understand this one time deduction is used solely to process, background checks, drug lab testing, DMV driving records, uniforms, jackets, apparel, and ID badges.  

  1. Administration/data processing fee:

If the office location or project campaign I am working involves an office administrator to complete or submit any required paperwork or data entry tasks related company being able to properly invoice client for my services provided, I agree to the following deduction out of each commission check owed to me.  $10.00

  1. Equipment fee: (optional and approved only by Company)

Some of COMPANY’s contracts will require contractors to use or collect equipment in the normal course of conducting business. If I am issued any of the following equipment/devices and the items are stolen or never returned the following amounts will be applied to any commissions or balance available in my reserve account.  Using your own Android or Iphone device is acceptable.

Scrubs:  Supplied by Contractor for COVID Testing

In order to maintain compliance with COMPANY clients, all items issued, except those specifically paid for by contractor must be returned to local office or COMPANY leader including but not limited to all branded materials and work orders.

REPRESENTATIVE CODE OF CONDUCT PLEDGE AND SALES STANDARDS

I, the undersigned, fully understand the responsibility I am about to undertake as an independent contractor selling the services of COMPANY to the general public. While I am ultimately responsible for the results of my sales efforts, COMPANY has certain basic requirements that guide my professional behavior. I understand them to be as follows:


  • I will not intentionally misrepresent, or knowingly allow the customer to believe, that I am affiliated with the utility.

    • I agree to make no substantial deviation from the COMPANY script with intent to deceive or mislead the customer.

    • I will not over-promise a percentage of savings, promise a specific dollar-amount of savings, or in any way misrepresent the product.


  • I agree to not misuse the Enrollment Application. Sales Standards


In these Sales Standards the term “customer” includes both prospective and existing COMPANY PARTNERS’ customers. “Agent” means the person, who is employed by, or an independent agent of COMPANY and who is or will be licensed by COMPANY PARTNERS to sell COMPANY PARTNERS products and services. COMPANY is ultimately responsible for Agent’s compliance with these Sales Standards.

1. Agents must, at all times, prominently display their COMPANY PARTNERS issued Agent identification badge. This badge will include the Agent’s name and photograph.

  1. Agents will be required to immediately identify themselves to the customer by the name displayed on Agent’s badge and as agents for COMPANY PARTNERS. So as not to create any confusion in the mind of a customer about the identity of COMPANY PARTNERS or misrepresent COMPANY PARTNERS as the utility, the name “COMPANY PARTNERS” and associated service/trademark must be used in its exact entirety and cannot be modified in any way.
  2. Agent will:

Conduct themselves with integrity and honesty.

Be polite and courteous with customers, other agents, COMPANY PARTNERS employees, and any other members of the public at large. On behalf of COMPANY

PARTNERS, Agents will always thank consumers COMPANY PARTNERS customer for their time and/or business.

Immediately report any incident to their supervisor involving the police/law enforcement or any situation

that could have potential brand/reputational risk to COMPANY PARTNERS.

Immediately cease using any outdated COMPANY PARTNERS contract forms or other sales materials upon notification by COMPANY PARTNERS, and will immediately return all outdated unused
forms or materials to COMPANY PARTNERS.

Truthfully provide accurate and verifiable comparisons, as well as honest answers to all questions.

Allot customer a sufficient amount of time to read though all documents provided.

Clearly explain why they are requesting the customer’s bill and make sure the customer understands the reason for this request.

Present all the facts needed to make an informed decision.

Clearly explain that the price they are quoting only covers the Generation and, in some cases, Transmission. Customer will continue to pay the local utility for the distribution portion of their bill.

Advise a customer of their cancellation rights by referring the customer to the applicable section of the contract.

Only use sales material approved by COMPANY PARTNERS management.

a. All approved sales material must be read and understood by Agent before use.
b. Agents will follow any standard sales presentation scripts provided in writing by COMPANY
PARTNERS

Give the customer a copy of any documents that were signed, including, but not limited to, the sales contract.

Submit completed paperwork to Service Provider’s office within 24 hours of a completed sale, or as soon thereafter as is reasonably possible.

Successfully complete COMPANY PARTNERS’s agent training and certification process for general industry knowledge, legal and regulatory requirements including these Sales Standards, and any COMPANY PARTNERS products and services before marketing any such products or services. COMPANY PARTNERS requires all Agents to attend ongoing training sessions provided by either COMPANY PARTNERS or Service Provider.

Be responsible for obtaining and maintaining knowledge of COMPANY PARTNERS’s products and services, and the general market conditions for those products and services as provided by COMPANY PARTNERS in writing, so that inquiries by customers or prospective customers can be responded to appropriately and completely. Be dressed professionally (business casual) while selling on behalf of COMPANY PARTNERS.

4. Agent will NOT:

Harass customers in any way.

Exert undue pressure on a customer, especially while customer is reading through provided documents.

Make any false or misleading statements, or give any false answers, which are likely to mislead a customer with regard to any term in COMPANY PARTNERS’s offer.

Use a customer’s cancellation rights as a sales tactic by urging a customer to sign now because they can cancel later, or in any other way.

Make any false or malicious statements regarding COMPANY PARTNERS and its Affiliates or employees, or other Agents, or regarding any of COMPANY PARTNERS’s competitors or other industry
participants.

Copy, release, disclose, or use (other than appropriate use in the course of selling on behalf of COMPANY PARTNERS and in accordance with these Sales Standards) confidential or proprietary information, or trade secrets, of COMPANY PARTNERS and its Affiliates or information provided to Agents by COMPANY PARTNERS in respect of customers.

Discriminate in the selection of individual or groups of prospective customers to solicit on the basis of race, color, religion, national origin, sex, age, sexual orientation, gender identity and expression, disability, marital status and any other bases under federal, state or local laws.

Be permitted to wear any of the following types of clothing while selling on behalf of COMPANY PARTNERS


  1. Sandals, flip flops, or open-toed shoes
    b. Shorts
    c. Blue jeans
    d. Baseball caps or headbands, with the exception of COMPANY PARTNERS branded caps
    e. Excessively loose or baggy clothing
    f. Low fitting or tight fitting clothing
    g. Visible tattoos
    h. Conspicuous piercings
    i. Unnatural hair color
    j. Any other non-approved clothing

  2. The breach of any civil or criminal law by an Agent, whether committed against a member of the
    public at large, another Agent, or an COMPANY PARTNERS employee, will be grounds for
    immediate termination of Agent’s license.

    Forgery is a crime. Suspicion of forgery will result in suspension of an Agent’s license during investigation. Any Agent found to be guilty of forgery will have their license terminated immediately, any monies otherwise owing to the Agent will be withheld, and the Agent will be prosecuted to the full extent of the law.

    Harassment of an Agent by a customer, or anyone else, is also a crime, and should be reported promptly to COMPANY PARTNERS so that COMPANY PARTNERS can take all appropriate action to protect the rights of its Agents.

 

  1. These Sales Standards are ongoing requirements and Agents are required to have this document accessible at all times for reference as required.

    Agents are expected to be familiar with, and must adhere to, the Sales Standards.

    Agents will follow all additional Sales Standards and policies of conduct as may be communicated to them in writing by COMPANY PARTNERS from time to time.

 

  1. Upon termination of employment with Service Provider for whatever reason, Agents must immediately return identification badges, uniforms or clothing provided by COMPANY PARTNERS (either directly or
    through the Agent’s employer), all sales materials, sales forms and sales aids, all customer information, and any other property of COMPAN'S PARTNERS.

 

  1. Agent’s signature below attests to their completion of all training that is required before marketing on behalf of COMPANY PARTNERS.

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSITS (ACH CREDITS)

 I (we) hereby authorize Macmar Consulting. hereinafter called COMPANY, to initiate credit and, if necessary, debit entries and adjustments for any credit entries in error to my (our): (select one) Account type: indicated below, at the depository Financial Institution named below, and to credit or debit the same from such account. I (we) acknowledge that the authority will remain in effect until I have (or either of us) cancelled it in writing and that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law.

Account Type

Financial Institution

Routing Number

Account Number

This authorization is to remain in full force and effect until COMPANY has received written notification from me (or either of us) of its termination in such time, and in such manner as to afford COMPANY and

Financial Institution a reasonable opportunity to act on it.

Substitute for Form W-9 Request for Taxpayer Identification Number

Pursuant to Internal Revenue Service Regulations, you must furnish your Taxpayer Identification Number (TIN) to Macmar Consulting. If this number is not provided, you may be subject to a 31% withholding on each payment. To avoid this 31% withholding and to insure that accurate tax information is reported to the Internal Revenue Service, please use this form to provide the requested information.

 PRIVACY ACT STATEMENT

Section 6109 of the Internal Revenue Code requires you to give your correct Taxpayer Identification Number (TIN) to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS will use the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply

Purpose of this form:

Macmar Consulting is processing a payment. To conform to IRS regulations for Form 1099, we must have a Federal Tax Identification Number or Social Security Number in our files for ALL VENDORS and INDIVIDUALS receiving payments from Macmar Consulting (Although the information may be similar to what is typically provided on an IRS W-9 Form, an IRS W-9 Form may not be submitted in lieu of this Macmar Consulting. Substitute W-9 Form).In order to comply, we ask that you provide the following information:

  1. Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

  1. Business name/disregarded entity name, if different from above

  1. Check appropriate box for federal tax classification; check only one of the following seven boxes:

3ab. Other (see instructions)

 If limited liability company is selected, Enter the tax classification (C=C corporation, S=S corporation, P=partnership)

 Note. Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

  1. Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any)

Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.)

Part I Taxpayer Identification Number (TIN) 

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. 

 Social security number

or                           

Employer identification number

Part II Certification

 Under penalties of perjury, I certify that:

  1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
  2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
  3. I am a US citizen or other US person. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For Mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.

COVID 19 WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT

In consideration for receiving permission to commence services on behalf of Screenforc19, Inc (hereinafter the “Activity or Activities”), I, on behalf of myself and any minor child/children for whom I have the capacity to contract, hereby acknowledge and agree to the following:

  1. I understand the hazards of the novel coronavirus (“COVID-19”) and am familiar with the Centers for Disease Control and Prevention (“CDC”) guidelines regarding COVID-19. I acknowledge and understand that that the circumstances regarding COVID-19 are changing from day to day and that, accordingly, the CDC guidelines are regularly modified and updated and I accept full responsibility for familiarizing myself with the most recent

 

  1. Notwithstanding the risks associated with COVID-19, which I readily acknowledge, I hereby willingly choose to participate in

 

  1. I acknowledge and fully assume the risk of illness or death related to COVID-19 arising from my being on the premises and participating in the Activities and hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE (on behalf of myself and any minor children form whom I have the capacity contract) Screenforc19, Inc, it's owners, officers, directors, agents, employees and assigns (the “RELEASEES”) from any liability related to COVID-19 which might occur as a result my being on the premises and participating in the

 

  1. I shall indemnify, defend and hold harmless the RELEASEES from and against any and all claims, demands, suits, judgments, losses or expenses of any nature whatsoever (including, without limitation, attorneys’ fees, costs and disbursements, whether of in-house or outside counsel and whether or not an action is brought, on appeal or otherwise), arising from or out of, or relating to, directly or indirectly, the infection of COVID-19 or any other illness or

 

  1. It is my express intent that this Waiver and Hold Harmless Agreement shall bind any assigns and representatives, and shall be deemed as a RELEASE, WAIVER, DISCHARGE, AND COVENANT NOT TO SUE the above-named This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Texas. I HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT. I ACKNOWLEDGE THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL INDUCEMENT THE PERMISSION GRANTED BY RELEASEES TO BE ON PREMISES AND PARTICIPATE IN THE ACTIVITIES.

HITECH BACKGROUND

  1. Under the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E (“the Privacy Rule”), the Practice is a Covered Entity and is required to comply with the Privacy Rule and with the Security Standards for the Protection of Electronic Health Information at 45 CFR Parts 160 and 164, Subparts A and C (“the Security Rule”).
  2. The Health Information Technology for Economic & Clinical Health (“HITECH”) Act, modifies the HIPAA Security and Privacy Rules (hereinafter, collectively, “the HIPAA Rules”) and establishes a Data Breach Notification Rule, 45 CFR Part 164, Subpart D, applicable to the Covered Entity and to the Business Associate.
  3. All references to the HIPAA Rules and to the Data Breach Notification Rule are deemed to include all amendments to such rules contained in the HITECH Act and any accompanying regulations, and any subsequently adopted amendments or regulations, as are applicable to this Agreement.
  4. The Parties wish to enter into or have entered into a services agreement, (“the Services Agreement”), under which Business Associate provides certain services to, or on behalf of, Covered Entity and, pursuant to which, Business Associate may be considered a “business associate” of Covered Entity, as defined in the Privacy Rule.
  5. Under the Services Agreement, Business Associate will have or may have access to Covered Entity’s Protected Health Information received by Business Associate or created by Business Associate on behalf of Covered Entity (“PHI”).
  6. Covered Entity and Business Associate have previously entered into a Business Associate Agreement dated, prior to the implementation of the HITECH Act, and now wish to supersede such prior agreement with this Agreement in order to comply with the requirements of the HITECH Act.
  7. In consideration of the Parties’ continuing obligations under the Services Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties enter into this Agreement, as an addendum to the Services Agreement.
  1. DEFINITIONS; INTERPRETATION - Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Rules or the Data Breach Rule, as applicable, or if not contained therein, then in the HITECH Act. In the event of an inconsistency between the provisions of this Agreement, the Services Agreement, and the requirements of the HIPAA Rules or the Data Breach Notification Rule, the aforesaid rules, as applicable, shall control. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the parties to comply with the HIPAA Rules, the HITECH Act, and any other applicable state or federal law protecting the privacy, security and confidentiality of PHI. Business Associate acknowledges that all PHI disclosed or made available in any form, including but not limited to paper, electronic or oral communication, by Covered Entity to Business Associate, or which is created, received or maintained by Business Associate on Covered Entity’s behalf in any form, shall be subject to this Agreement.
  2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

          Business Associate agrees:

  1. To use or disclose PHI solely: (a) for meeting its obligations as set forth in the Services Agreement or (b) as required by applicable law, rule or regulations or as otherwise permitted under this Agreement, the Services Agreement (if consistent with this Agreement and the Privacy Rule), or the Privacy Rule; and (c) as would be permitted by the Privacy Rule if such use or disclosure were made by Covered Entity.
  2. That all such uses and disclosures shall be subject to the limits set forth in 45 C.F.R. §164.514 regarding limited data sets, and 45 C.F.R. §164.502(b) regarding the minimum necessary requirements, until such time as the U.S. Department of Health & Human Services (“HHS”) issues guidance as to the meaning of “minimum necessary,” at which time such guidance shall control and be incorporated herein by reference.
  3. Pursuant to the HITECH Act and its implementing regulations, to comply with all additional applicable requirements of the Privacy Rule contained in 45 C.F.R. §164.504(e), including but not limited to, §164.504(e)(1)(ii).
  4. To not directly or indirectly receive remuneration in exchange for any PHI.
  5. To not engage in any communication involving PHI which might be deemed to be “marketing” under the Privacy Rule or the HITECH Act.
  6. To implement appropriate safeguards to prevent the use or disclosure of PHI other than as permitted or required by this Agreement;
  7. Pursuant to the HITECH Act, to comply with all applicable requirements of the Security Rule contained in 45 C.F.R.§§ 164.308 (administrative safeguards), 164.310 (physical safeguards), 164.312 (technical safeguards), and 164.316 (policies, procedures and documentation) related to Electronic PHI, and comply with annual guidance published by HHS (and incorporated herein by reference) on the most effective and appropriate technical safeguards for use in carrying out the provisions of the Security Rule.
  8. To report to Covered Entity any use or disclosure of PHI, of which it becomes aware, which is not in compliance with the terms of this Agreement and any attempted or successful unauthorized access, use, disclosure, modification, or destruction of PHI or interference with system operations in an information system containing PHI subject to this Agreement.
  9. Following the discovery of a Breach of PHI, to notify the Covered Entity of such breach pursuant to the terms of 45 CFR §164.410, and cooperate in the Covered Entity’s breach analysis procedures and risk assessment, if requested. A Breach shall be treated as discovered by Business Associate as of the first day on which such Breach is known to Business Associate or its workforce or, by exercising reasonable diligence, would have been known to Business Associate or its workforce. Business Associate will provide such notification to Covered Entity without unreasonable delay and in no event later than five (5) calendar days after discovery of the Breach. Such notification shall contain the information required by 45 C.F.R. §164.410. If Business Associate’s breach of PHI results in Covered Entity’s notification to affected persons, Business Associate agrees to assume responsibility for all costs associated with such notification.
  10. To mitigate, to the extent practicable, the harmful effect caused by Business Associate’s use or disclosure of PHI which is in violation of this Agreement or by any Breach of PHI by Business Associate, its employees, agents or subcontractors, and to provide notice to Covered Entity of such mitigation efforts.
  11. To make its internal practices, books, and records relating to the use and disclosure of PHI, available to the Secretary of Health and Human Services, at a reasonable time and in a reasonable manner or as designated by the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the HIPAA Rules; and
  12. To ensure that its employees and agents, including a subcontractor, who has access to PHI, agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI, and agree to implement reasonable and appropriate safeguards to protect such PHI.
  1. AVAILABILITY OF PHI

CI.

Business Associate agrees:

  1. To make PHI available to the Covered Entity (or, at the direction of the Covered Entity, to the individual) to the extent and in the manner necessary for Covered Entity to satisfy the access requirements of Section 164.524 of the Privacy Rule.
  2. If Business Associate maintains Electronic PHI, it agrees to make such EPHI electronically available to the applicable individual in the format required by the Privacy Rule and as directed by the Covered Entity.
  3. To make PHI available for amendment and incorporate any amendments to PHI in accordance with the requirements of Section 164.526 of the Privacy Rule.
  4. To document disclosures of PHI by Business Associate and maintain an accounting of such disclosures, and to provide such documentation and accounting to Covered Entity, upon Covered Entity’s specific request, to permit it to respond to a request by an Individual for an accounting of PHI disclosures, as required by Section 164.528 of the Privacy Rule and Section 13405(c)(3) of the HITECH Act. Business Associate shall cooperate with Covered Entity in providing any accounting required on a timely basis.
  5. To comply with any requests for restrictions on certain disclosures of PHI, to which Covered Entity has agreed or which are required by the HITECH Act, of which Business Associate is notified by Covered Entity.
  1. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE
  1. General Use and Disclosure. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform the functions, activities or services for, or on behalf of, Covered Entity as specified in the Services Agreement, provided that such use or disclosure would not violate the Privacy Rule if performed by Covered Entity.
  2. Specific Use and Disclosure. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI, if necessary: (a) for the proper management and administration of Business Associate or to carry out its legal responsibilities, provided that, as to any such disclosure, (i) the disclosure is required by law and (ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; or (b) for any Data Aggregation Services to be provided by Business Associate for the Covered Entity.
  1. TERM AND TERMINATION
  1. Term. The Term of this Agreement shall be effective on the date set forth above, and shall be coterminous with the term of the Services Agreement, unless earlier terminated as provided for herein.
  2. Termination. Upon Covered Entity becoming aware of a violation of this Agreement by Business Associate, or reasonably believes that Business Associate will be in violation of this Agreement, Covered Entity shall:
  3. Provide written notice and a reasonable opportunity for Business Associate to cure the violation, not to exceed fifteen (15) days, and terminate this Agreement and the Services Agreement if Business Associate does not cure within such time; or
  4. Immediately terminate this Agreement and the Services Agreement if Covered Entity determines that a cure is not possible; or
  5. If neither termination nor cure is feasible, Covered Entity may take such action as may be allowed or required by the HIPAA Rules.
  1. Effect of Termination
  1. Except as provided in paragraph b, below, upon termination of this Agreement for any reason, Business Associate shall return or destroy, at Covered Entity’s option, all PHI. Business Associate shall insure compliance with this requirement by its subcontractors, if any. Any such destruction shall comply with the applicable guidance of HHS in effect at the time of such destruction and Business Associate shall provide to Covered Entity a certification attesting to such compliance.
  2. Should Business Associate conclude that returning or destroying any PHI is not feasible, Business Associate shall immediately notify Covered Entity in writing of the circumstances upon which it bases this conclusion. Upon Covered Entity’s written concurrence that such return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI, and shall limit its further uses and disclosures to those purposes that necessitate Business Associate continuing to maintain this PHI. The obligation of Business Associate under this provision shall continue for as long as Business Associate maintains this PHI, shall survive termination of this Agreement, and shall continue to bind Business Associate, its agents, contractors, successors and assigns, for however long this PHI is held by any of them.
  1. MISCELLANEOUS
  1. Except as expressly stated herein or in the HIPAA Rules, the Parties do not intend to create any rights in any third parties.
  2. The Business Associate is not the agent of the Covered Entity and the Covered Entity does not control or supervise the Business Associate. None of the provisions of this Agreement are intended to create, nor will they be deemed to create, any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of implementing the provisions of this Agreement and the Services Agreement.
  3. This Agreement may be amended or modified only in a writing signed by the Parties. The Parties intend, however, that this Agreement comply with all applicable laws and regulations and that the requirement of any new or amended law or regulation affecting this Agreement be incorporated herein at such time as it becomes effective. Notwithstanding the foregoing, the Parties agree to take such action to amend this Agreement from time to time as is necessary for either Party to comply with any requirement of federal or state law or regulation, or any amendments thereto. Should a Party believe in good faith that any provision of this Agreement fails to substantially comply with the then-current requirements of law, that Party shall notify the other Party in writing, specifying the purported non-compliance and proposed revision(s). The Parties shall negotiate in good faith, for a period of up to fifteen (15) calendar days, to so amend the terms of this Agreement. If, after such 15-day period, the Parties cannot agree to an acceptable amendment(s), then either Party can terminate the Agreement upon written notice to the other Party, with such termination being effective immediately upon receipt.
  4. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party.
  5. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of any continuing or other liabilities or obligations, nor shall they prohibit enforcement of any liabilities or obligations on any other occasions.
  6. Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

IN SIGNING THIS AGREEMENT, I ACKNOWLEDGE AND REPRESENT THAT I have read the foregoing Wavier of Liability and Hold Harmless Agreement, understand it and sign it voluntarily as my own free act and deed; no oral representations, statements, or inducements, apart from the foregoing written agreement, have been made; I am at least eighteen (18) years of age and fully competent; and I execute this Agreement for full, adequate and complete consideration fully intending to be bound by same.

Agree & Sign

I agree that I have read and understand, the entirety of this document including the following sections and accept its terms and conditions.

INDEPENDENT CONTRACTOR AGREEMENT

SCHEDULE A

SCHEDULE B

COMPANY., POLICY PROHIBITING SEXUAL HARASSMENT

INDEPENDENT CONTRACTOR COMPLIANCE PROCESSING/ADMINISTRATION / EQUIPMENT WAIVER

REPRESENTATIVE CODE OF CONDUCT PLEDGE AND SALES STANDARDS

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSITS (ACH CREDITS)

Substitute for Form W-9 Request for Taxpayer Identification Number

COVID 19 WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT

HITECH BACKGROUND

Leave this empty:

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Signature Certificate
Document name: Macmar Consulting Screenforc19 ICA
lock iconUnique Document ID: dc0adced7cb0e02b70cb2a3b4c95a50482c8789e
Timestamp Audit
01/19/2022 5:23 pm CSTMacmar Consulting Screenforc19 ICA Uploaded by Jameliah Salter - jameliahsalter@brandtroops.com IP 24.118.42.211
01/19/2022 5:50 pm CST Document owner jameliahsalter@brandtroops.com has handed over this document to mail@troopfinder.com 2022-01-19 17:50:54 - 24.118.42.211
01/19/2022 5:50 pm CSTTroop Finder - mail@troopfinder.com added by PRESTON BUCKNER - mail@troopfinder.com as a CC'd Recipient Ip: 24.118.42.211
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