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.
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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
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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.
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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: ______________________________
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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
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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_______
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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
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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.
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