SPECIMEN PROCESSOR SERVICES AGREEMENT
between
THIS AGREEMENT made this _____ day of ____________, 20__, (the "Agreement") by and
("Client"), and PGXL Laboratories, LLC ("Laboratory").
WHEREAS, as a convenience to patients, Laboratory agrees to provide Client with specimen
processor services in connection with the clinical laboratory services provided by Laboratory for Client, the
parties agree to the following:
1. A laboratory specimen processor employed by Laboratory (“Specimen Processor”) shall be available
to provide laboratory specimen processing services for laboratory testing that is sent by Client to
Laboratory during the period beginning
and ending
_______and continuing thereafter unless terminated by notice of either party to the other.
This Agreement may be terminated by either party, with or without cause, at any time, by giving the
other party written notice at least five (5) days prior to the effective date of the termination.
2. The Specimen Processor will perform only duties and services directly related to the specimen
collection and processing of buccal swab samples to be tested by Laboratory. Client agrees not to
request or permit the Specimen Processor to perform any other duties or services. The Specimen
Processor shall serve as the exclusive employee of Laboratory and shall in no way serve or act as an
employee, contractor or agent of Client. Client agrees to notify Laboratory promptly if it reasonably
feels that the Specimen Processor is not performing the duties and services hereunder in a
satisfactory manner. Client agrees that Laboratory may perform random unannounced visits for the
purpose of monitoring the Specimen Processor’s compliance with the terms of this Agreement and
applicable laws and regulations.
3. Specimen processing services are needed by Client during the regularly schedule hours of:
Monday .................................................................................................. ___ to ___
Tuesday .................................................................................................. ___ to ___
Wednesday ............................................................................................ ___ to ___
Thursday ................................................................................................ ___ to ___
Friday ................................................................................................. ___ to ___
Saturday ................................................................................................. ___ to ___
Total hours per week ____ AND/OR on an on-call, as needed basis,
_____ day(s) a week.
4. Client agrees that it shall not bill the patient or any third party for specimen processing services
performed by Laboratory.
5. Client shall be responsible for the storage, removal and disposal of medical waste generated by the
specimen processing services provided hereunder.
6. Each Party agrees to indemnify, defend and hold harmless the other Party from and against all costs,
expenses, claims, losses, judgments, injuries and/or damage, including but not limited to reasonable
attorneys' fees, arising from or relating in any way to the negligent or wrongful acts or omissions of
the indemnifying Party or its employees in connection with the performance of this Agreement.
7. The provisions of this Agreement are intended to be in compliance with all federal, state and local
statutes, regulations and ordinances applicable on the date this Agreement is signed. Should legal
counsel for either party reasonably conclude that any portion of this Agreement is or may be in
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violation of any such requirements, or any subsequent enactment by any federal, state or local
authority, this Agreement shall terminate immediately upon notice, or immediately cause this
Agreement to amended as needed in order to stay in compliance with the OIG Guidance and any
other applicable laws, regulations and guidelines. The placing of Specimen Processor in Client’s place
of business by Laboratory is not to be construed as, nor is intended to be, a direct or indirect
inducement for referral of Medicare or Medicaid business in any manner that will violate the
Medicare and Medicaid Anti-Kickback Statute, 42 U.S.C. Section 1320a-7b(b); likewise this
Agreement is intended to be for the provision of laboratory services in compliance with 42 U.S.C.
Section 1395nn and the regulations promulgated pursuant thereto (the “Stark Law”).
8. Client agrees to provide a workplace atmosphere for the Specimen Processor that is free of
discrimination or harassment on the basis of race, color, religion, gender, sexual orientation, age,
disability, marital status, citizenship, or any other characteristic protected by law. Client further
agrees to investigate any incident involving such behavior on the part of its staff towards the
Specimen Processor and take corrective action as appropriate. Likewise, Laboratory agrees to
investigate any incident involving such behavior on the part of its Specimen Processor towards any
member of the Client’s staff and take corrective action as appropriate.
9. Each party to this Agreement acknowledges that no representation, inducement, promise or
agreement, orally or otherwise, has been made by any party, which is not embodied herein, and no
other agreement, statement or promise relating to specimen processing services not contained in this
Agreement shall be valid or binding.
10. Any notice required or desired to be given pursuant to this Agreement shall be in writing and shall be
given by certified mail or registered mail to Laboratory at:
PGXL Laboratories, LLC
309 E Jefferson Street, Suite 309
Louisville, KY 40202
Attn:
with a copy to:
Attn:
with a copy to:
Attn:
and if to Client at:
Attn:
11. It is further agreed that this Agreement constitutes the entire understanding concerning specimen
processing services between all parties hereto, and no amendment or modification of its terms shall
be valid or binding upon any party unless addressed in writing and signed by both parties hereto.
12. This Agreement is of no force, or effect, until signed by both parties, and the Specimen
Processor may not commence performance until the Agreement is fully executed.
[Signatures to this Agreement on following page.]
IN WITNESS WHEREOF, the parties have executed this Agreement by their respective authorized
representatives as of the day and year first above written.
PGXL LABORATORIES, LLC
By:
Signature
Print Name:
Its:
[
By:
Signature
Print Name:
Its:
Date:
CLIENT
]
Date: