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Leadership Health LLC

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Engagement Agreement

This Engagement Agreement ("Agreement") is entered into as of {company_pro_document.created_at} ("Effective Date"); by and between Leadership Health LLC; a Maryland LLC, its subsidiaries, parents, affiliates, successor {company.address} ("Company") and {Your Legal Name} with a residence and/or place of business at {Your Physical Address} ("Contractor").

1. Services.
   1. 1.1 Nature of Services. Contractor will perform the services, as more particularly described on Exhibit A, as an independent contractor (the “Services”). To the extent the Services include materials subject to copyright, Contractor agrees that the Services are done as “work made for hire” as that term is defined under U.S. copyright law, and that as a result, Company will own all copyrights in the Services. Contractor will perform such services in accordance with the schedule, if any, set forth in Exhibit A. Except as specified on Exhibit A, Company agrees that Contractor's services need not be rendered at any specific location and may be rendered at any location selected by Contractor.
   2. 1.2 Relationship of the Parties. Contractor enters into this Agreement as, and shall continue to be, an independent contractor. All Services shall be performed only by Contractor. Under no circumstances shall Contractor look to Company as his/her employer, or as a partner, agent or principal. Contractor shall not be entitled to any benefits accorded to Company's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay.
   3. 1.3 Compensation and Reimbursement. Contractor shall be compensated and reimbursed for the Services as set forth on Exhibit B. Completeness of work product shall be determined by Company in its sole discretion, and Contractor agrees to make all revisions, additions, deletions or alterations as requested by Company. No other fees and/or expenses will be paid to Contractor, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Contractor hereby indemnifies and holds Company harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor's failure with respect to its obligations in this Section 1.3.
   4. 1.4 Notice. Contractor shall promptly notify Company of any information received by Contractor which Contractor has reason to believe may lead to: (i) a claim against Contractor’s liability insurance; or (ii) an investigation of Contractor’s qualifications to provide services to individuals by any third party (government or private).
   5. 1.5 Company’s Compliance Program. Contractor acknowledges that Company may establish one or more compliance programs that govern how Company complies with applicable laws, rules, and regulations. Contractor agrees to become familiar with and comply with all applicable provisions of such compliance programs; so long as Company provides notice of such compliance programs prior to implementation. Contractor further agrees to immediately notify Company of any violation of such compliance programs of which Contractor becomes aware.
2. Protection of Company's Confidential Information.
   1. 2.1 Confidential Information. Company now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business (collectively, “Company Information”). Company will be disclosing Company Information to Contractor during Contractor's performance of the Services. Company Information includes not only information disclosed by Company, but also information developed or learned by Contractor during Contractor's performance of the Services. Company Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Company, whether or not such information is identified by Company. By way of example and without limitation, Company Information includes any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above. Company Information also includes third-party information which is in Company's possession under an obligation of confidential treatment. Through their association with Company, Contractor will also have access to confidential Patient information, both written and oral, in the course of their job responsibilities. Patient information in any form (paper, electronic, oral, etc.) is protected by law. Contractor shall require hereunder to sign a copy of the acknowledgement form attached hereto as Exhibit C.
   2. 2.2 Protection of Company Information. Contractor agrees that at all times during or subsequent to the performance of the Services, Contractor will keep company information confidential and not divulge, communicate, or use Company Information, except for Contractor's own use during the Term of this Agreement to the extent necessary to perform the Services. Contractor further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing Company Information from Company's principal place of business, without prior written approval of Company. It is imperative that this information is not disclosed to any unauthorized individuals to maintain the integrity of the patient information. An unauthorized individual would be any person that is not currently an employee and/or contractor of the Company. Any other disclosures by Contractor and all its personnel such as employees, sub-contractors, agents, representatives, partner etc., may only occur at the written direction of the Company’s Privacy Office.
   3. 2.3 Exceptions. Contractor's obligations with respect to any portion of the Company Information as set forth above shall not apply when Contractor can document that (i) it was in the public domain at the time it was communicated to Contractor by Company; (ii) it entered the public domain subsequent to the time it was communicated to Contractor by Company through no fault of Contractor; (iii) it was in Contractor's possession free of any obligation of confidence at the time it was communicated to Contractor by Company; or (iv) it was rightfully communicated to Contractor free of any obligation of confidence subsequent to the time it was communicated to Contractor by Company.
   4. 2.4 Company Property. All materials, including without limitation documents, drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to, deletions from, alterations of, and revisions in the foregoing (together the “Materials”), which are furnished to Contractor by Company or which are developed in the process of performing the Services, or embody or relate to the Services, the Company Information or the Innovations, are the property of Company, and shall be returned by Contractor to Company promptly at Company's request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason. Contractor is granted no rights in or to such Materials, the Company Information or the Innovations, except as necessary to fulfill its obligations under this Agreement. Contractor shall not use or disclose the Materials, Company Information or Innovations to any third party.
3. Termination of Agreement.
   1. 3.1 Term. This Agreement shall be effective from the date first listed above for the period set forth on Exhibit A, as applicable, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (“Term”). This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party. If Company exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Company shall be obligated to compensate Contractor for work performed up to the time of termination. If Contractor exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon Contractor’s death. In such event, Company shall be obligated to pay Contractor’s estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date of death.
   2. 3.2 Continuing Obligations of Contractor. The provisions of Sections 2 (as relates to Protection of Company’s Confidential Information), 3.2, 4 and 5 shall survive expiration or termination of this Agreement for any reason.
4. Covenants.
   1. 4.1 Covenant Not to Compete. As a material term of and in consideration of Company’s engagement of Contractor, Contractor agrees as follows. During the term of this Agreement and for a period of two (2) years following termination hereof, Contractor agrees not to directly or indirectly form, develop, create, become associated with, or otherwise participate in another business venture that provides services similar to those of the Company.
   2. 4.2 Reasonableness of Restrictions. Contractor has carefully read and considered the restrictions set forth in this Section 4 and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Company. Notwithstanding the foregoing, in the event any part of the provisions or covenants set forth in this Section 4 hereof shall be held to be invalid or unenforceable; the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid and unenforceable part had not been included therein. In the event that any provision of this Section 4 relating to the time period of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period such court deems reasonable and enforceable, said time period shall be deemed to become and thereafter be the maximum time period in which the court deems reasonable and enforceable. It is also understood and agreed between Company and Contractor that this covenant shall be construed as an agreement independent of any other provision of this Agreement and the existence of any claim or cause of action whether predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by one party against the other party of the covenants contained in this Section 4.
   3. 4.3 Covenants of Company. Company hereby represents and warrants that Company is duly organized and validly existing limited liability company under the laws of the State of Maryland, duly registered to do business and in good standing under the laws of the State of Maryland; and Company hereby represents that it has full power, capacity and legal authority to enter into this Agreement.
5. Additional Provisions.
   1. 5.1 Governing Law and Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, USA without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in the State of Maryland. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
   2. 5.2 Non-Exclusive; Other Contractors/Services. This Agreement is non-exclusive and Company is free to obtain the same or similar services from other providers. Contractor is also free to provide services to other, non-Company Contractors; provided that Contractor does not violate the provisions of Section 4 hereof, and provided that the provision of such services to others does not create a conflict of interest for Contractor. Company is not obligated to provide Contractor with any fixed amount of work or guaranteed or minimum number of Contractor service opportunities.
   3. 5.3 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Company’s prior written consent which may be withheld as Company determines in its sole discretion. Any such purported assignment shall be void.
   4. 5.4 Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.
   5. 5.5 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
   6. 5.6 Injunctive Relief. Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.
   7. 5.7 Contractor's Remedy. Contractor’s remedy, if any, for any breach of this Agreement shall be solely in damages and Contractor shall look solely to Company for recover of such damages. Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Contractor shall look solely to Company for any compensation which may be due to Contractor hereunder.
   8. 5.8 Agency. Contractor is not Company’s agent or representative and has no authority to bind or commit Company to any agreements or other obligations.
   9. 5.9 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
   10. 5.10 Time. Contactor agrees that time is of the essence in this Agreement.
   11. 5.11 Notices. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.

CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS. CONTRACTOR HAS ACKNOWLEDGED EXHIBIT C TO THIS AGREEMENT.

CONTRACTOR | COMPANY

SIGNATURE OF CONTRACTOR

SIGNATURE OF COMPANY OFFICIAL

{Your Legal Name}

CONTRACTOR (Print Name

{*company.authorized_signer_name}, {*company.authorized_signer_title}

COMPANY OFFICIAL (Print Name & Title)

{company_pro_document.pro_signed_at}

DATE

{*company_pro_document.hrm_pro_counter_signed_at}

DATE

#### EXHIBIT A

Description of Services

This Engagement Agreement ("Agreement") is entered into as of {company_pro_document.created_at}("Effective Date"); by and between Leadership Health LLC; a Maryland LLC, its subsidiaries, parents, affiliates, successors and assigns ("Company") and {Your Legal Name} ("Contractor").

Services to be provided by Contractor may include but are not limited to:

- Care coordination and administrative services.
- Chart review and follow-up assistance.
- Patient scheduling.
- Remote monitoring equipment support.
- Assisting management with other tasks associated with overall business success.
- Additional tasks will be added with associated budgets for completion and accordingly reimbursed for the Services from time to time by Company.

Term of Agreement: The initial period of your association with the Company shall be 1-year commencing from Effective Date, and shall automatically renew unless notice by one of the parties is given seven (7) days in advance.

CONTRACTOR |

SIGNATURE OF CONTRACTOR

{Your Legal Name}

CONTRACTOR (Print Name)

{company_pro_document.pro_signed_at}

DATE

#### EXHIBIT B

Payment

This Engagement Agreement ("Agreement") is entered into as of {company_pro_document.created_at}("Effective Date"); by and between Leadership Health LLC; a Maryland LLC, its subsidiaries, parents, affiliates, successors and assigns ("Company") and {Your Legal Name} ("Contractor").

1. Compensation:
   1. 1.1 Compensation for services rendered shall be according to a predetermined and services set forth in Exhibit A. Contractor shall receive from Company ${@Hourly Rate Number} ({@Hourly Rate Words}) and/or part of thereof for every hour of work performed, which shall be due and payable to Contractor in accordance with Company’s standard payroll practices subject to the approval of time-sheets and/or approval of invoices by the direct supervisor of the Contractor. Company reserves the right to reject time-sheets, hours submitted and/or invoice submitted that do not conform to Company’s compliance adherence, applicable laws, rules, regulations and documentation standards. Contractor acknowledges that such non-compliant services may not be eligible for compensation.
2. Expenses:
   1. 2.1 Contractor shall not be entitled for any expense reimbursement unless pre-authorized by Company officials.

CONTRACTOR |

SIGNATURE OF CONTRACTOR

{Your Legal Name}

CONTRACTOR (Print Name)

{company_pro_document.pro_signed_at}

DATE

#### EXHIBIT C

Confidentiality Acknowledgement

1. HIPPA CONFIDENTIALITY:

   Through my association/engagement with Leadership Health LLC; including all its subsidiaries, parents, affiliates, successors, assigns & clients; ("Company"), as an independent contractor, I "{Your Legal Name}" understand that patient information in any form (paper, electronic, oral, etc.) is protected by law and that breaches of patient confidentiality can have ramifications up to and including termination of my contract/association/engagement with Company as well as possible civil and criminal penalties as related to HIPPA. (Health Insurance Portability Protection Act). I will only access, use or disclose what is necessary to carry out my assigned duties. I will not improperly divulge any information which comes to me through the carrying out of my assigned duties, program assignment or observation.

   This includes but not limited to:

   1. 1.1 I will not discuss information pertaining to any patient with anyone (even my own family) who is not directly working with said patient.
   2. 1.2 I will not discuss any patient information in any place where it can be overheard by anyone who is not authorized to have this information.
   3. 1.3 I will not mention any patient's name or disclose directly or indirectly that any person is a patient except to those authorized to have this information.
   4. 1.4 I will not describe any behavior which I have observed or learned about through association with Company or its clients, except to those authorized to have this information.
   5. 1.5 I will not contact any individual or agency outside Company or its clients to get personal information about an individual patient unless a release of information has been signed by the patient or by someone who has been legally authorized by the patient to release information.
   6. 1.6 I will not use confidential Company or its client's business-related information in any manner not required by my job or disclose it to anyone not authorized to have or know it.
   7. 1.7 I will not access a co-worker's, family member's or my own medical record unless I am directly working with the said patient or instructed by authorized personnel.
   8. 1.8 I will not transfer, copy or scan any patient health information unless approved by Company Director or authorized personnel.
2. COMPUTER SECURITY ACKNOWLEDGEMENT

   I understand my password and user ID create a unique user account and that Company and/or client, reserves the right to monitor my activity within any application. I understand I am accountable for any activity within the application linked to my unique user account and that I may be questioned about my activity. I understand I will be accountable for any document or data creation or modification linked to my unique user account. I understand that sharing my password, using someone else’s password or signing on for others to use the application are all breaches of security, patient confidentiality and my computer security procedures (such as signing off, not sharing passwords, etc.) to protect information maintained electronically from being accessed by an unauthorized user.

3. INTERNET SECURITY ACKNOWLEDGEMENT

   I am familiar with the Internet and e-mail security policies and I agree to abide by them. I am aware that my unauthorized or inappropriate use of the Internet may result in disciplinary action up to and including termination. I further acknowledge my responsibility to keep my password confidential and in the event of a suspected compromise or a security problem, I will immediately notify the authorized personnel. In addition, when sending files or attachments via email, I will observe all Company's and/or client's security and confidentiality policies. (See HIPPA guidelines above).

   I understand that the privilege of using the Internet and e-mail may not be granted to me in the future and that if granted is to be used for business reasons only.

By affixing my signature below, I acknowledge and accept all policies and procedures related to HIPPA confidentiality, computer security and internet security. Failure to abide by these policies may result in disciplinary action up to and including termination as well as possible civil and criminal penalties.

CONTRACTOR

SIGNATURE OF CONTRACTOR

{Your Legal Name}

CONTRACTOR (Print Name)

{company_pro_document.pro_signed_at}

DATE