This Recruitment Agreement (hereinafter referred to as the “Agreement”) is entered into on 2023-12-07, “(the Effective Date in Y-M-D format”), by and between TeleWeCure Inc. which is a Canadian federally registered company (Company Number 1346719-8, hereinafter referred to as the “Company”), and Hooman Mahmoudi with an address of ss
Shiraz, fars 7143645554
Iran, (hereinafter referred to as the “Practitioner”) (collectively referred to as the “Parties”).
Practitioner is an independent contractor, and neither Practitioner nor Practitioner’s employees or contract personnel are, or shall be deemed, Company’s employees.
BACKGROUND AND RECITALS
The Company desires to recruit, certain needed and qualified Practitioners to render rehabilitation-related services to people. The Company has determined that its collaboration with Practitioner as set forth herein will facilitate the establishment and improvement of rehabilitation services to people suffering from pain and/or disability.
Practitioner is presently licensed to practice as a Physiotherapist in , Canada. The Company is willing to collaborate with the Practitioner by showcasing their practice in its website, and referring the patients in need to their service to them. NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants, representations and obligations set forth herein and other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
This Agreement serves as authorization for the Practitioner to give services to the customers that are referred by the Company through one or a combination of the following:
- Online, or In-person sessions with patients that are referred by the Company in order to evaluate, make diagnosis, suggest treatment options, professional advice, or anything which is legally permitted to do for the patients according to their professional license
- Online, or In-person sessions to evaluate the patients’ condition and then prepare a therapeutic exercise program, or rehabilitation program for them
Article 1. Definitions.
1.1 Referral: Referral is the act of referring a patient from the Company website, or by one of its employees to the Practitioner. The practitioner could be informed of the referral by email, phone call, social media, messaging applications, or other means.
1.2 Online Session (Online Visit): This term shall mean the process of internet-based patient assessment, treatment, consultation, or preparing a therapeutic exercise or rehabilitation program through video-conferencing technologies. The software used to commence the session will be determined by the Company, although the company will try to choose a software which is convenient to use by both the Practitioner and the patient.
1.3 In-Person Session (In-Person Visit): This term shall mean the process of assessment, treatment, consultation, or preparing a therapeutic exercise or rehabilitation program by having the patient personally and physically meet the Practitioners in their working environment (clinic or office).
1.4 Collaboration Date: The term “Collaboration Date” shall mean the date Practitioner begins collaboration with the Company by signing this agreement.
1.5 Termination Date: The term “Termination Date” shall mean the date this Agreement expires or is terminated pursuant to Article 5.
Article 2. Obligations of Company
The Company shall:
2.1 Create and maintain a website to identify the patients in need for the Practitioner’s services.
2.2 Create a professional page for the Practitioner to showcase their experience and services to the patients.
2.3 provide the patients a way to request an online or in-person session with the Practitioner.
2.4 assist the patients to book an appointment (online or in-person) with the Practitioner.
2.5 follow up the patient after each session, answer their general questions and refer them back to the Practitioner if needed.
Article 3. Obligations of Practitioner
The practitioner shall:
3.1 use diligent efforts and professional skill and judgment in rendering services to patients. The practitioner should comply with all professional and ethical standards of service as set by related authorities, both in online and in-person sessions.
3.2 maintain their license to practice without restriction in the territory stated in BACKGROUND AND RECITALS section of this agreement.
3.3 attend such web-meetings as shall be requested by the Company, assist in auditing medical records, when appropriate, assist in implementing and monitoring quality assurance, cost control, quality review, compliance, risk management and peer review policies and procedures of the Company and study the written material as requested by the Corporation from time to time.
3.4 promptly bill each patient for services rendered and make reasonable efforts to collect charges for professional services and establish and maintain an effective billing system to facilitate cash flow. To emphasize, the billing and fee collection process, whether from the patient or insurance companies, is the responsibility of the Practitioner. The practitioner is then required to pay the Company’s share on a semi-monthly basis, as outlined in Section 5 of Article 3.
3.5 promptly report the identifying information and number of sessions of each patient by 15th and last day of each month to the company, then transfer the Company Share amount not later than the 16th day of the month (for the first 15 days) and the first day of the next month (for the 16th to the last day of the month) to the account number set by the Company.
3.6 perform insurance (if applicable) or other financial activities related to each session (visit), as are performed for their regular patients. The Company will not interfere, and is not responsible in any ways to collect money from the patients or insurance companies.
3.7 Regularly monitor and update their profile information in their professional page or pages in the website.
Article 4. Commission Earnings
The parties agree to the below Commission Structure. This Commission Structure may be revised at any time by the Company, in its sole discretion, by Amending this Agreement and upon signing of the Parties thereto.
Online Sessions: CAD for each session will be the share of the Company and the remaining will be the share of the Practitioner. The Company share will be fixed unless a revision is made to the agreement and agreed upon by the Parties. Decisions to give any discounts to the customers will be made by the Practitioner and will not change the share of the Company.
In-Person Sessions: Share of each party will be calculated according to the following structure:
- If the patient is visited one to three sessions (in-person): CAD will be the share of the Company for each session and the remaining will be the share of the Practitioner.
- If the patient is visited more than three sessions in each 90 days period (beginning in the day of the first session), the Company only receives the share for the first three sessions (CAD60) and the remaining will be the share of the Practitioner.
- If the patient is referred again after 90 days, terms 1 and 2 of this section will apply again and repeated.
Article 5. Term and Termination
The Agreement shall remain in effect from the Effective Date until terminated in accordance with the provisions set forth herein.
5.1 Termination Notice: Either party may terminate this Agreement whenever they are unwilling to collaborate further by providing written notice to the other party at least one month prior to the intended termination date. Such notice shall be sent via certified mail or electronic mail to the respective party’s designated contact person as specified in the Agreement.
5.2 Amendment by Employer: The Employer reserves the right to amend or modify this Agreement, including its termination provisions, by providing written notice to the Practitioner. Any such amendments shall be effective upon the date specified in the notice, which shall be at least one month from the date of the notice.
5.3 Either party may terminate this Agreement for material breach by the other party upon 30 days prior written notice if the breaching party does not cure the breach within the 30-day notice period. Such notice shall set forth in reasonable detail the nature of the asserted breach and will remain subject to the Severability Clause set out below.
5.4 Effect of Termination: Upon termination of this Agreement, the following provisions shall apply:
- The Practitioner shall cease providing services to the Company as of the termination date specified in the notice.
- The Company and the Practitioner shall settle any outstanding payments owed to the other party for services rendered up until the termination date.
5.5 Any obligations or liabilities incurred by either party prior to the termination date shall survive the termination and remain in full force and effect.
Article 6. Intellectual Property
6.1 Ownership of Intellectual Property: All intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights, developed or created during the course of this collaboration shall be owned solely by Company.
6.2 Confidentiality: The Practitioner shall maintain strict confidentiality regarding any proprietary or confidential information shared by the Company. This includes, but is not limited to, trade secrets, business strategies, customer information, and any other confidential information related to the services provided by the Company.
6.3 Non-Disclosure: The Practitioner shall not disclose, directly or indirectly, any proprietary or confidential information obtained during the collaboration to any third party without prior written consent from Company. This obligation of non-disclosure shall continue even after the termination or expiration of the collaboration agreement.
6.4 Infringement: The Practitioner shall immediately notify the Company in writing of any suspected or actual infringement of the intellectual property rights owned by Company. Company shall have the sole discretion to take appropriate legal action to protect its intellectual property rights.
Article 7. Miscellaneous
7.1 Status of Practitioner. Subject to the limitations described in this Agreement, the parties understand and agree that Practitioner is an independent contractor and not an employee of the Corporation. The Corporation shall neither have nor exercise any control or direction over the methods or manner by which Practitioner or his personnel perform their professional services and functions. Practitioner and his personnel or those of the Practice shall not be subject to any procedures applicable to Company employees, shall not be eligible for any employee benefit plan offered by the Company, and shall not be entitled to employee benefits including vacation pay, sick leave, retirement benefits, Social Security, Workers’ Compensation, disability or unemployment insurance benefits that may be provided to the Company’s employees.
7.2 Payment of Taxes. Practitioner and the Company acknowledges that they will have sole responsibility for the payment of all federal, province/state and local estimated, withholding and employment taxes arising from their relationship. Practitioner and the Company acknowledge and agree that the other party will not withhold on their behalf any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body. Each and every one of such payments, withholding and benefits, if any, is the sole responsibility of Practitioner or the Company according to their share of the revenue. Practitioner and the Company agree to indemnify and hold the other party harmless from any and all loss or liability arising with respect to the failure of the other party to withhold or make such payments, withholdings and benefits, if any.
7.3 No Referral Contingency. Practitioner specifically acknowledges and agrees that this agreement is not intended to require, be contingent upon, or induce, the referral of any of the patients visiting the Company website. In addition, there is no requirement that the Company make or influence referrals to, or otherwise generate business for, the Practitioner.
7.4 Non-Exclusive Agreement. In no event shall this Agreement be considered exclusive or be construed to imply that Physician has the exclusive right to perform professional medical services for the Corporation.
7.5 Representation and Warranties. The Practitioner declares that s/he is legally permitted to perform professional practice in geographical area mentioned in their license. Any violation of professional rules and regulations or medical misconduct will be the sole responsibility of the Practitioner. The Parties hereby warrant that during the duration of their working relationship shall not in any way knowingly violate the rights of any third party, organization, person, business or law/governmental regulation and has, and will in the future, perform due diligence to research and know any law or governmental regulation resulting from any revision of Company’s policies and/or Practitioner’s code of conduct.
7.6 Severability. If any provision of this Agreement is found to be unenforceable in any jurisdiction, the balance of this Agreement shall not be affected by the unenforceable provision, and such provision, shall, if feasible, be modified in scope so that it becomes enforceable, and an appropriate amendment shall be executed by both Parties acknowledging said unenforceable provision and modified scope.
7.7 Change in Law. Notwithstanding other provisions of this Agreement, if any federal state, or local government agency passes, issues, or promulgates any law, rule, regulations, standard, or interpretation, or if any court of competent jurisdiction renders any decision or issues any order, at any time during the term of this Agreement that renders any part of this Agreement illegal or that places the legality of this Agreement in question, any party may give the other parties notice of intent to amend this Agreement to comply with such law, rule, regulation, standard, interpretation, decision, or order. Upon the giving of such notice, the parties agree to negotiate in good faith concerning the proposed amendments. If the parties fail to reach an agreement concerning any proposed amendment with thirty (30) days after the notice of intent to amend, this Agreement shall immediately terminate.
7.8 Indemnification. Practitioner agrees to indemnify and hold harmless the Company, from any and all claims of any nature which arise from the performance under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the work performed under this Agreement.
7.9 Disputes. Any dispute arising from this Agreement shall be resolved through Mediation, then binding arbitration. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the Commercial Arbitration Act (CAA) in Canada.
7.10 Assignment. The Parties may not assign any rights or delegate any obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
7.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Ontario province in Canada.
7.12 Entire Agreement. This Agreement, together with the Statement(s) of Work(s), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior documents and agreements, and shall not be effective until accepted by an authorized representative of Company and the Practitioner.
7.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
The parties have caused this Agreement to be executed by their authorized representatives, to be effective on the Effective Date.