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10.3 Independent Contractors
<br />Each party to this Agreement shall be acting as an independent contractor. Provider shall not be construed to be
<br />an employee of FCHN and will at all times be acting and performing hereunder as an independent contractor
<br />practicing the profession of medicine or the providing other licensed healthcare services. None of the provisions
<br />of this Agreement are intended to create nor shall they be deemed or construed to create a partnership or joint
<br />venture, or any relationship between the parties hereto other than that of independent entities contracting with
<br />each other solely for the purpose of effecting the provisions of this Agreement. Neither party shall, by entering
<br />into this Agreement, authorize the other party to act as a general or special agent of such other party in any
<br />respect, except as expressly set forth in this Agreement, and neither party shall become liable for any of the
<br />obligations or debts of the other. Provider is not entitled to any of FCHN's employment benefits, such as vacation,
<br />sick leave with pay, paid days off, health insurance, life insurance, accident insurance, or severance pay during or
<br />upon termination of this Agreement.
<br />10.4 Notice
<br />Any notice or other communication given pursuant to this Agreement shall be in writing and shall be deemed to
<br />have been duly given when delivered personally, by courier with delivery receipt, sent by facsimile (with
<br />confirmation of receipt), or when mailed by United States mail, postage prepaid, to FCHN, Inc. at 600 University
<br />Street, Suite 1400, Seattle, WA 98101, fax (206) 667-8062, and to Provider at Provider's then current address of
<br />record and fax number on file with FCHN, or to such other address as either party may specify by notice to the
<br />other party as set forth in this provision.
<br />10.5 Amendment
<br />This Agreement may be amended from time to time by FCHN, by providing Provider not less than sixty (60) days
<br />advance written notice of the amendment unless changes to federal or state law or regulations make such
<br />advance notice impossible, in which case notice shall be provided as soon as possible. If Provider objects to the
<br />amendment, Provider must so advise FCHN in writing within thirty (30) days after receipt of the amendment. If
<br />FCHN receives no written objection from Provider to the amendment within the time described above, the
<br />amendment will become effective at the end of the sixty (60) day notice period. If FCHN does receive from
<br />Provider a written objection to the amendment within the time described above, FCHN may, at its sole option,
<br />withdraw the amendment, and FCHN will nntify Prnvider in writing whether or not the amendment is withdrawn. If
<br />FCHN withdraws the amendment, this Agreement will continue in force without any effect of the amendment. If
<br />FCHN notifies Provider that the amendment is not withdrawn, then the amendment shall become effective at the
<br />end of the sixty (60) day period. If, following notice of non -withdrawal from FCHN, Provider continues to object to
<br />the amendment, Provider may terminate this Agreement as outlined in Section 8.2.3.
<br />10.6 Severability/Conformity with Law
<br />In the event any provision of this Agreement is rendered invalid or unenforceable by any State or Federal law or
<br />regulation, or declared null and void by any court of competent jurisdiction, the remaining provisions of this
<br />Agreement shall remain in full force and effect to the fullest extent possible consistent with the intent and purpose
<br />of this Agreement, unless the severance of any such provision substantially impairs the benefits of the remaining
<br />provisions of this Agreement. This Agreement shall be interpreted, and if necessary, amended, to conform to
<br />applicable federal and state law in effect on or after the Agreement's effective date.
<br />10.7 Entire Agreement
<br />This Agreement, including the attachments hereto and any documents incorporated herein by reference,
<br />constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and
<br />supersedes all prior arrangements and negotiations between the parties, written or oral, express or implied.
<br />10.8 Waiver
<br />Neither the failure nor delay on the part of either party to exercise any right under this Agreement shall serve as a
<br />waiver of that right. A waiver of any provision of this Agreement must be in writing and signed by the party making
<br />such waiver. If either party should waive a breach of any provision of this Agreement, it shall not be deemed or
<br />construed as a waiver of any other breach of the same or different provision.
<br />10.9 Applicable Law
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