Consulting Agreement

CHRYSALIS OROFACIAL® CONSULTING AGREEMENT

 

This Consulting Agreement (hereinafter “the Agreement”) is hereby entered into as of the date of purchase for business consulting by and between Chrysalis Orofacial, LLC® (hereinafter the “Practice”), a limited liability company organized under the laws of South Carolina, and the client named as the purchaser for the business consulting session (hereinafter the “Client”).

 

RECITATIONS

 

WHEREAS, the Practice is a provider who specializes in the delivery of collaborative clinical services related to orofacial function; and 

 

WHEREAS, the Practice is also engaged in the provision of specialized training and professional consulting services (hereinafter the “Services”) to other healthcare providers and other orofacial function service providers regarding business and clinical information and strategies tailored to the needs of other provider’s clients; and  

 

WHEREAS, the Client desires to engage the Services of the Practice, specifically to provide certain training and/or consulting services to Client, and the Practice desires to perform such Services for the Client subject to the terms and conditions set forth more fully below; and

 

WHEREAS, the parties are both willing to enter into this Agreement for purposes of setting forth the understanding and agreement between them in regard to the services to be provided to Client by the Practice, the compensation to be provided to the Practice therefore, and various other matters relating thereto.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties agree as follows:

 

1. Engagement of the Practice and Services to be Provided Thereby.

 

The Client hereby engages the Practice to provide specifically agreed upon training and/or consulting services to Client (hereinafter the “Services”). 

 

The Client understands that the Practice may not be licensed in the Client’s state of practice and has not received any consent to treatment by any of the Client’s patients.  Accordingly, and in keeping therewith, the Client hereby acknowledges and agrees that the Services to be provided by the Practice pursuant to this Agreement are provided on a consulting basis to the Client only and are to be take as or relied upon in any way as any type of treatment for any of the Client’s own patients.  Likewise, the Client hereby acknowledges and agrees that the Services to be provided pursuant to this Agreement shall not in any way be considered as the Practice agreeing to provide any services and/or treatment to or for any of the Client’s own patients.

 

     2. Term.

 

The parties acknowledge and agree that the term of this Agreement shall be only for the period of time related to the specifically agreed upon training and/or consulting services the parties have agreed to.  Notwithstanding same, the parties agree that certain obligations set forth herein, including, but not limited to, any and all confidentiality obligations owed pursuant to Section 6, shall survive termination of this Agreement.

 

     3. Manner of Provision of Services.

 

As an independent contractor, the Practice shall have the sole right to determine the manner in which the Service to be provided hereunder are, in fact, provided.  In connection therewith, the Services to be provided hereunder, unless otherwise specifically discussed and agreed to by both the Practice and the Client, will generally be delivered online or using Zoom.

 

     4. Jurisdictional and Informational Disclaimer.

 

The Client hereby acknowledges and agrees to its understanding that the Services to be provided by the Practice are based on the Practice’s knowledge of American Speech-Language-Hearing Association (ASHA), International Board of Lactation Consultant Examiners (IBLCE), and South Carolina licensing guidelines.   Client further acknowledges and agrees that the Client alone shall be responsible for checking with their own respective scope of practice with any and all governing bodies having authority and/or jurisdiction over the Client, as well as any licensing guidelines in their own respective state of location, before implementing anything discussed with the Practice in its provision of the proposed Services hereunder.

 

     5. Fees.

 

The parties have agreed that, in exchange for the services to be provided to the Client hereunder by the Practice, the Client will be charged for the agreed-upon services at a rate of Two Hundred Sixty Dollars ($260.00) per every 60-minute period of time provided by the Practice, with payment therefore being due at the time of signing of this Agreement.  Payment must be received prior to the scheduled consultation and can be made via Paypal (autumn@chrysalisorofacial.com).  The Client acknowledges and agrees that there will be no refunds, whether in whole or in part, provided by the Practice in regard to fees paid to the Practice for Services provided pursuant to this Agreement. 

 

     6. Confidentiality and Non-Disclosure.

 

The parties recognize that, during the Practice’s provision of Services hereunder, the Practice may be exposed to and/or learn certain confidential, proprietary and/or trade secret information belonging to the Client.  Such information may include information regarding the Client’s services, clients, pricing, processes, procedures, methods, data, records and/or finances (hereinafter the “Confidential Information”).  If there is any question as to whether or not certain information is considered to be Confidential Information, it shall be treated as such by the Practice unless expressly advised otherwise by the Client.  The parties agree that all such information is and shall remain at all times the sole and exclusive property of the Client.

 

The Practice  covenants and agrees that it will at all times keep such Confidential Information confidential and that it will not, except in the proper provision of services hereunder, use or disclose the Client’s Confidential Information without express prior written agreement of the Client.  The Practice’s obligations hereunder shall extend to its employees and representatives, all of whom the Practice shall fully advise of the Practice’s obligations hereunder.

 

The Client covenants and agrees that it alone is responsible for abiding by all applicable HIPAA regulations regarding its own clients and, in so complying with said regulations, agrees not to provide the Practice with any information regarding the Client’s own practice or clients that would in any way be deemed a violation of HIPAA.  Further, and to the extent that Client fails in that regard, Client agrees to be solely responsible for, and to defend and indemnify the Practice, for any and all liability arising out of the Client’s failure to comply with HIPAA in all regards. 

 

     7. Non-Exclusivity.

 

This Agreement is not intended to be exclusive in nature and nothing in this Agreement shall in any way prevent the Practice from providing similar services to providers other than the Client.

 

     8. Videotaping and/or Recording.   

 

No video or audio recording of any manner or type is or will be allowed by the Practice and the Client hereby agrees not to making any recordings of any type of any Services provided by the Practice under this Agreement.

 

     9. No Authority.

 

Neither the Practice nor the Client shall have the authority to bind one another to any other matters or transactions whatsoever, and shall not make any representations to the contrary.

 

 

     10. Nature of Relationship.

 

Client’s engagement of the Practice to provide Services hereunder shall be undertaken in an independent contractor capacity only without creating any employment relationship between the Client and the Practice.  The parties further acknowledge that the Practice has its own team of employees who may assist the Practice in carrying out the services to be provided hereunder and agree that neither this Agreement nor any Services performed hereunder by the Practice’s employees shall in any way create any employment relationship between the Client and the Practice’s employees.

 

It is understood and agreed that nothing in this Agreement creates any employment relationship, joint venture, or partnership of any type between the Client and the Practice. Both the Client and the Practice agree to refrain from any actions or statements that would imply, suggest, or in any manner evidence otherwise.  Each party has and shall at all times retain full, complete and exclusive responsibility for all liabilities and all other matters related to the operation(s) of each party’s own respective business and each party’s own respective employees, including any and all such payment obligations. 

 

     11. No Relationship Between the Practice and the Client’s Employees.

 

Absolutely nothing in this Agreement shall in any way create any employment relationship whatsoever between the Practice and any of the Client’s employees or between the Client and any of the Practice’s employees, and nothing in this Agreement shall create any obligation on the part of either party to the other party’s employees, whether in regard to payment of wages or any other matter.  The parties agree to indemnify and defend one another in regard to any claims, demands, lawsuits, actions or damages alleged against one party by any of the other party’s employees.  

 

     12. Limitation on Warranties.

 

The Practice MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES IT PERFORMS UNDER THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT. Additionally, and while the Practice stands behind its services, under no circumstances will the Practice be liable for the negligence of any other person or entity including, but not limited to, the negligence of Client and/or its employees or agents, and the negligence of any person or entity which provides any services in connection with this Agreement.

 

     13. Notice.

 

Any notice required or permitted pursuant to this Agreement shall be in writing, and sent by registered or certified mail to the addresses set forth below and shall be deemed to have been given effective as of the date of mailing of such registered or certified mail.  
 

If to the Practice:                              If to the Client:

Chrysalis Orofacial, LLC®              Name and address listed on the purchase form for the consulting session

 

Attn:  Zach Henning 

302-A Ashby Park Lane                    

Greenville, SC 29607                        

 

     14. Indemnification.

 

The Practice shall not be responsible for any of Client’s acts or omissions (including, without limitation, any treatment and/or services the Client provides to its own patients). Client shall indemnify and defend the Practice from and against any loss, liability, damages, costs or expenses (including attorneys’ fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under this Agreement and/or Client’s failure to meet any of its obligations to any third party, including, without limitation, any of Client’s employees and/or patients. 

 

     15. Breach of Agreement.

 

In the event of any actual or threatened breach of this Agreement that results in the non-breaching party having to institute litigation against the breaching party, the non-breaching party shall be entitled to all costs related to said litigation, including all of its attorney’s fees and costs.  

 

     16. Assignment.

 

This Agreement is intended to be between the Client and the Practice alone and may not be assigned by either party absent the express written permission of the other party.  

 

     17. Applicable Law and Venue. 

 

The parties, by signing this Agreement, acknowledge and hereby forever and irrevocably agree that the law of the State of South Carolina within the United States shall govern and at all time apply to all matters regarding this Agreement, including enforcement and interpretation thereof, as well as any disputes in regard to same.  The parties further acknowledge and hereby agree that the appropriate venue for any such disputes shall rest solely in the Courts located in Greenville County, South Carolina.  

 

     18. Severability. 

 

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of any other of the provisions hereof.

     19. Entire Agreement. 

 

This Agreement contains the entire agreement and understanding by and between the parties with respect to the subject matter hereof.  All prior negotiations are merged herein, and if not set forth in writing are duly waived.  Each party agrees that any representations, promises, agreements or understandings, written or oral, not set forth in writings shall be of no force or effect.  No change or modification of this Agreement shall be valid or binding unless the same is in writing and signed by both of the parties.  No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced, and no valid waiver of any provision of this Agreement shall at any time be deemed a waiver of any other provision of this Agreement at such time or be deemed a waiver of such provision at any other time.

 

     20. Headings.  

 

The section headings contained in this Agreement are for reference purposes only and shall not be deemed to control or affect the meaning of this Agreement.

 

     21. Counterparts. 

 

This Agreement may be executed in more than one counterpart, each such counterpart shall be deemed an original, and all such counterparts shall constitute one and the same agreement.  This Agreement shall be effective when executed by all parties, but all parties need not execute the original or the same counterpart.

 

IN WITNESS WHEREOF, the parties hereto have executed, or have caused their duly authorized officers to execute, this Agreement as of the date and year of first session purchase.

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