INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the “Agreement”) is entered into as of the ________ day of ________________, 20__, between Emory University, through its School of Medicine’s Clinical Skills Center ("Emory") and ____________________________________________ ("Contractor"). 1. Independent Contractor Services. Subject to the terms and conditions of this Agreement, Emory hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement. A. Contractor will be interviewed, physically examined and “treated” by students or health professionals in the same manner that would occur if he or she were an actual patient/client. “Treatment” consisting of education, counseling, and noninvasive interventions may be performed, and invasive treatments may be simulated. If Contractor is selected by Emory for gynecological and male urological teaching associate roles, the examinations may include, but not be limited to, physical examination procedures and/or maneuvers that are normally part of a breast and/or pelvic exam and genital and/or rectal exam . Contractor acknowledges and understands that some of these procedures may cause pain or other discomfort. Contractor acknowledges and agrees that “treatment” as referenced in this Agreement is not intended to be definitive diagnosing or care and that no physician-patient relationship will be created through Contractor’s provision of services contemplated in this agreement. B. Contractor may be required to assess student/health professional performance by providing both qualitative (comments) and quantitative (scores) data. The Contractor understands that he or she has no right, title, or interest to such assessments/data and hereby consents to the use of such assessments/data in any data analysis for educational and/or research purposes. Contractor further understands that his or her name will not be associated with any such research. C. Contractor agrees to have his/her services photographed and/or videotaped by Emory and agrees to execute a Media Release attached hereto as Exhibit A, which is hereby incorporated by reference. D. Contractor shall report directly to the Associate Director, Clinical Skills Program, Office of Medical Education & Student Affairs (currently Connie Coralli) (hereinafter “Associate Director”) and to any other party designated by the Associate Director in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by Emory and agreed to by Contractor. E. Contractor has read the Standardized Patient and Teaching Associate Guidelines and agrees to abide by all of its expectations and requirements, including, but not limited to, the following: i. Arriving on time for any events to which Contractor commits ii. Arriving without smelling of smoke or scents (perfume, scented lotion, etc.) iii. Keeping confidential all case and student evaluation materials iv. Interacting with students only in the role as a standardized patient and not seeking to develop any other relationships with students v. Providing notice of cancellation either in person or over the phone in a live conversation for any cancellation that is less than 24 hours prior to an event (due to serious illness or immediate family death only). Voice mail or other noncontemporaneous messages or emails are not acceptable methods of last minute cancellations. 1 vi. Notifying the Associate Director of any infectious conditions prior to participating in an event. vii. Keeping the Associate Director informed of any changes in Contractor’s medical condition that would affect the ability to portray standardized patients (scars, abnormal physical findings, rashes, etc.). F. Contractor will conduct himself or herself in a professional manner at all times and will maintain standards, including, but not limited to, reliability, promptness, objectivity, flexibility and commitment to Emory needs. G. Any injuries that occur while at Emory must immediately be reported to the Associate Director. 2. Term and Termination. A. The term of this engagement shall commence upon execution of this Agreement and shall continue in full force and effect thereafter unless terminated by Emory or Contractor. The work will be on an as needed basis, and there is no guarantee of work on a regular or episodic basis. B. This Agreement may be terminated by either party at any time for any reason upon written notice to the other party. This Agreement shall automatically terminate if Contractor does not provide any services for Emory for a period of twenty-four (24) months. C. Emory may terminate this Agreement immediately if Contractor is convicted of any crime or offense, does not pass a criminal background check, as determined in Emory’s sole discretion, fails or refuses to comply with the written policies or reasonable directive of Emory; is guilty of serious misconduct in connection with performance hereunder; or materially breaches any provision of this Agreement. Contractor will be notified via letter or email from the Clinical Skills Center if Emory terminates this Agreement. 3. Compensation. Contractor’s compensation shall be set forth in Exhibit B, which may be amended in writing from time to time, and which is hereby incorporated by reference. 4. Expenses. During the term of this Agreement, the Contractor shall bill and Emory shall reimburse Contractor for all approved out-of-pocket expenses for items specifically requested by Emory such as wigs, costumes, special make up or props which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Contractor in traveling to and from Emory facilities and parking shall not be reimbursable. 5. Confidentiality. Contractor acknowledges that during the engagement he or she may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by Emory and/or used by Emory in connection with the operation of its business, including, without limitation, Emory’s case materials and exercises (“Confidential Information”). The Contractor agrees to discuss the contents of the exercises only with Emory staff or other participating contractors. The Contractor covenants that, during the term of this Agreement and for a period of ten (10) years following termination of this Agreement, regardless of whether termination was with or without cause, it will not divulge any Confidential Information to any third parties, including other academic, medical or health care institutions. Upon completion of the engagement, the Contractor will immediately return all property and courseware to Emory in the condition provided (with allowance for normal wear and tear). 6. Student Records and Student Assessments. Contractor’s duties will include providing assessments of students and other healthcare personnel. The disclosure of student assessments and other student records are regulated by 2 the Family Education Rights and Privacy Act (FERPA) http://www.ed.gov/policy/gen/guid/fpco/ferpa/index.html. Contractor agrees to refrain from sharing or discussing student performance, reports or other student records with anyone other than the Faculty Course/Clerkship/Program Director, the Assistant Dean for Medical Education or the Associate Director of the Clinical Skills Center or his/her designee. 7. Insurance and Indemnification. A. Emory maintains liability insurance for itself and its employees and students only. Emory’s liability insurance does not extend to or provide coverage for independent contractors, including Contractor for the services or activities contemplated in this Agreement. B. Contractor agrees to hold harmless, defend and indemnify Emory, its trustees, officers, agents, students and employees, from and against any and all claims, damages, liability and expenses, including court cost and attorney fees arising from any negligence or willful misconduct or breach of this Agreement on the part of the Contractor. This Section 7.B. shall survive the Term of the Agreement. C. Emory shall not be responsible for any loss or damage to any person or property caused by Contractor. Contractor shall promptly upon demand reimburse Emory for any loss of any, or the expense of any repairs or damages to, Emory property resulting from Contractor’s use of such property either through insurance policies covering Contractor’s activities or through Contractor’s personal funds. If Contractor is covered by a policy of insurance for the services and activities contemplated in this Agreement, Contractor shall furnish certificates showing such insurance coverage to Emory upon engagement by Emory. 8. Conflicts of Interest. The Contractor represents that he or she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. During the term of this Agreement, the Contractor shall devote as much of his or her productive time, energy and abilities to the performance of his or her duties hereunder as is necessary to perform the required duties in a timely and productive manner. 9. Non-Assignment. Contractor shall not assign or subcontract any of its obligations under this Agreement without the advance written consent of Emory. Any unauthorized assignment shall be void. Emory shall have the right, but not the obligation, to terminate this Agreement, without waiver of any other right or remedy, upon notice of Contractor’s assignment in violation of this section. 10. Independent Contractor. The parties hereto specifically state and agree that the Contractor is an independent contractor and not an employee or agent of Emory. The Contractor assumes full responsibility for payment of all taxes, including federal, state and local taxes, arising out of the Contractor’s activities under this Agreement. Except as provided to the contrary in this Agreement, nothing herein will be deemed to create any other relationship between the parties including, without limitation, a partnership relation, an agency relation or an employer/employee relation. Accordingly, personnel supplied by either party will be deemed employees of such party and will not, for any purpose, be considered employees or agents of the other party or have any authority to act on behalf of the other party. The Contractor expressly releases Emory from any liability arising from Emory’s failure to withhold such taxes, and the Contractor shall indemnify, defend and hold Emory harmless from all liability it may incur as a result of any such failure. The Contractor shall have no claim against Emory hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. 11. Governing Law. This Agreement shall be interpreted and enforced under the laws of the state of Georgia, without regard to its choice of law rules. 12. Binding effect. This Agreement is binding upon the heirs, personal representatives, successors, and permitted assigns of both parties. 3 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any previous Agreements, understandings, or agreements of the parties, whether verbal or written, concerning the subject matter of this Agreement. 14. Amendment. No amendment to this Agreement shall be valid unless it is made in a writing signed by the authorized representatives of the parties. 15. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision hereof. 16. Force Majeure. No party shall be in default hereunder if such party cannot fulfill any of its obligations, or is delayed in doing so, if the inability is due to an act of God, physical disability, act or regulations of public authorities or labor unions, labor difficulties, strike, civil tumult, war, epidemic, or any other event proven beyond their control, the Contractor and Emory shall respectively be relieved of their obligations stated in this Agreement, and any funds paid in advance shall be immediately repaid to Emory in full. 17. Severability. In the event that any provision of this Agreement is held unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect. 18. Notices. All notices required to be given under this Agreement shall be deemed given when delivered by email, certified mail, return receipt, or on the next business day following delivery by facsimile transmission if a facsimile telephone number is shown below, to the designated representatives of the parties. A party may change its designated representative or address at any time by written notice in the same manner as for any other notice. The initial representatives of the parties are as follows: If to Emory: Name: Joshua Barwick Org/Dept: Associate Dean for Administration Emory University School of Medicine 1648 Pierce Dr., N.E. Suite 411 Atlanta, GA 30322 404.712.9793 jbarwic@emory.edu FAX 404.727.0473 If to Contractor: Name: ____________________________ Bus. Name: _______________________ Address: __________________________ City, State, Zip: ____________________ Telephone: __________ Fax: _____________ E Mail: ______________________________ 4 19. Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 20. Affirmative Action. The parties agree that, in fulfilling their respective obligations and duties under this Agreement, they shall not discriminate against any individual or group on the basis of race, religion, age, sex, national origin, citizenship, disability, sexual orientation, genetic information, or veterans/national guard/military reserve status. The provisions of 41 C.F.R. Section 60-1.4, Section 60-250.5(a) and Section 60-741.5(a) pertaining to affirmative action obligations are incorporated herein by reference. 21. Tobacco Free Policy. Contractor acknowledges that Emory is a tobacco-free campus to improve the health of its community members, as such the use or sale of tobacco products in or on Emory-owned or Emory-leased property is prohibited. This policy applies to faculty, staff, students, contractors, vendors and visitors. The use of tobacco products, including smokeless tobacco, clove cigarettes and e-cigarettes, is not permitted on any Emoryowned or leased property, which includes but is not limited to, buildings, Emory grounds, parking areas, walkways, recreational and sporting facilities and Emory-owned vehicles. This prohibition includes smoking in personal vehicles parked on Emory grounds. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. Emory University through its School of Medicine Contractor By: ______________________________ By: ___________________ (signature) Name: Joshua Barwick Name ___________________________ Title: Associate Dean for Administration Emory University School of Medicine Z:\Legal Documents\SP Independent Contractor rev Feb 6 2013.docx 5 Exhibit A Media Release For good and valuable consideration herein acknowledged as received, I hereby grant to Emory University, its affiliates, legal representatives, and assigns, and those acting with Emory’s authority and permission, the irrevocable and unrestricted right and permission to create, use, re-use, publish and re-publish video recordings, audio recordings, photographs, or other media that contain or capture my likeness or voice or in which my likeness or voice may be included (the “Recordings”) in connection with any publication or materials relating to or serving the mission and goals of Emory University or Emory Healthcare, including advertisements, brochures, or other promotional materials. The Recordings may be used with or without my name, and in any and all media now or hereafter known. I acknowledge and agree that Emory owns all right, title, and interest in and to the Recordings, including all copyrights therein and the full and unrestricted right to edit and modify the Recordings, and I hereby assign and agree to assign any such interest that I may own or control to Emory. I also consent to the use of any printed matter in conjunction with the Recordings. I hereby waive any right I may have to inspect or approve the Recordings or any finished product or products incorporating the Recordings and any written or other print material that may be used in connection therewith, including print material containing my name. I acknowledge that nothing in this Agreement obligates Emory or any third party to make any use of the Recordings. I hereby warrant that I am of legal age and have the right to contract in my own name. I have read the above Media Release prior to its execution, and I am fully familiar with its contents. This release shall be binding upon me and my heirs, legal representatives, and assigns. Name(Print)_______________________________Date_____________ Signature_____________________________________Ph:___________ Address____________________________________________________ City_______________________________State__________Zip_______ If the subject is a minor, have parent or guardian complete below: Parent Name(Print)_______________________________Date_____________ Parent Signature_____________________________________Ph:___________ On behalf of Minor Name (Print) _______________________________ Address____________________________________________________ City_______________________________State__________Zip_______ 6 EXHIBIT B -COMPENSATION Level I Level II Level III Training: $10/hour Training: $12.50/hour Training: $15.00/hour Performance: Performance Performance: $15.00/hour $17.50/hour $20.00/hour SP Nurses: Training: Training: Training: Training: SPs with a health care background who have advanced evaluation and feedback skills. May portray nurses in cases. $10/hour $15/hour $15/hour $20/hour Performance: Performance: Performance: Performance: $15.00/hour $17.50/hour $20.00/hour $35.00/hour Teaching Sessions: Teaching Sessions: Teaching Sessions: Teaching Sessions: $35.00/student exam $35.00/student exam $35.00/student exam $35.00/student exam Teaching Sessions: Teaching Sessions: Teaching Sessions: Teaching Sessions: $25.00/student exam $25.00/student exam $25.00/student exam $25.00/student exam $10.00/hour $15/hour N/A N/A $15/hour $17.50/hour $20.00/hour SPs: Role play scenarios during class demonstrations, group exercises, and teaching and/or assessment activities. Level IV N/A GTAs: Gynecological Teaching Associates trained to teach the breast and pelvic exam. Teaching rate also paid for invasive assessment cases. Payment for training is included in the per student cost. MUTAs: Male Urological Teaching Associates trained to teach the male GU and prostate exam. Payment for training is included in the per student cost. Monitor/Office Assistant: Event Manager/Stage Manager 7 SP Model: Training: N/A SPs who are not required to learn or portray a case but a live body is needed. An example would be to serve as a body for learners perfecting ultrasound skills. Not Required N/A N/A Performance: $15.00/hour Levels: Level 1 (novice): This is the initial level for SPs during their first 1-6 simulations, orientation and mandatory MIRS training. Performance evaluations should be satisfactory for the novice level. Level 2 (intermediate): Once SPs have completed several initial simulations successfully they progress to an intermediate level for the first 1+ year. At this level SPs should be able to perform all types of cases following training, give verbal and written (checklist) feedback, be competent with MIRS ratings and feedback and be actively involved in the program. Performance evaluations will indicate a high level of performance, flexibility, quality, responsibility and reliability. Most will have specialized training in some aspect of physical exam or evaluation (done/not done, correct/incorrect/not done). Level 3 (experienced): SPs progress to this level after a year of active involvement in the program and performance evaluations showing the highest level of performance, flexibility, quality, responsibility and reliability. Standardization and consistency will be seen routinely. Student feedback will be at a high level. They will require minimal training to perfect that case and will have multiple physical simulations perfected. Level 4 is reserved for health professionals with advanced training and skills who can serve as faculty proctors for events. Orientation, MIRS & required annual training is paid at Level 1 training rate for all SPs. 8