Case File
efta-01656128DOJ Data Set 10OtherEFTA01656128
Date
Unknown
Source
DOJ Data Set 10
Reference
efta-01656128
Pages
9
Persons
0
Integrity
Extracted Text (OCR)
EFTA DisclosureText extracted via OCR from the original document. May contain errors from the scanning process.
Barton Associates
Teri Bilhartz Maxwell, DO
1000 Valintine Court
Napa, CA 94559
teri@bilhartz.com
May 4, 2018
Re: Client Services Agreement
Dear Teri Bilhartz Maxwell, DO,
This Client Services Agreement (this "Agreement) sets forth the terms and conditions
whereby Teri Bilhartz Maxwell, a/an CA sole proprietor having a principal place of business at 1000
Valintine Court, Napa, CA 94559 ("you"), agrees to provide the Services (as defined below) to one
or more medical facility clients (each, a "Client") of Barton & Associates, Inc., a Delaware
corporation having its principal place of business at 300 Jubilee Drive, Peabody, MA 01960
(`Barton"). As used herein, the term "you" shall include each of your employees, agents, and
subcontractors (if any) providing Services for Barton's Clients pursuant to this Agreement.
1. Services; Assignments & Placement Orders.
1.1
Services. You hereby engage Barton, and subject to the terms and conditions of this
Agreement Barton hereby accepts such engagement, to use commercially reasonable efforts to seek
opportunities and arrange with its Clients for you to provide temporary medical services (the
"Serviced) for or on behalf of such Clients.
(a) You acknowledge and agree that neither Barton nor any of its employees, officers,
directors, or agents is licensed to practice medicine in any state or jurisdiction and will not practice
medicine or provide medical services under any circumstances. At all times, you alone shall be
legally and clinically responsible for your practice of medicine and provision of medical services
(including the Services). Barton shall not control, influence, or attempt to control or influence the
manner or means, including without limitation the time, place, or method, by which you practice
medicine, provide Services, exercise professional judgment, or fulfill your legal or ethical duties.
1.2
Assignments. Barton may contact you from time to time regarding potential
opportunities for your provision of Services for Clients in need of temporary medical practitioners
(each, an "Assignment). Unless you instruct Barton in writing to the contrary, Barton will
disseminate and share with Clients professional and personal information supplied by you or relating
to you and a potential Assignment, and you hereby consent to any such dissemination and sharing.
1.3
Placement Orders. For each Assignment opportunity communicated to you by
Barton, you shall either accept or reject the dates, location, and other proffered terms thereof. Upon
your oral or written acceptance of such terms, such Assignment shall be binding upon you and shall
be memorialized in an Assignment-specific placement order or other written confirmation form or
letter (each, a "Placement Order" or "PO). All Placement Orders, as may be amended or
modified from time to time, shall be made part of this Agreement and incorporated herein by
reference. Each PO shall set forth, as applicable, your employee, agent, or subcontractor who will
provide the Services, the Client or Client's facility or establishment for whom you agreed to provide
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Services (each, a "Facility), period of performance, your Fees (as defined below) and any
reimbursable expenses, and any other Assignment-specific terms and conditions.
1.4
No Guarantees. Notwithstanding the foregoing or anything to the contrary in this
Agreement or any PC), you acknowledge and agree that Barton does not and cannot guarantee, and
thus makes no express or implied representation or warranty, that any Client will request, require, or
accept you for any Assignment, even those for which Barton communicates available opportunities.
2. Representations & Warranties. You represent and warrant to Barton the following
2.1
Authority & Consents; No Conflicts. You have the authority and right to enter into
this Agreement, to grant the rights granted herein, and to perform all of your obligations hereunder.
No consent or approval is required by any third party in connection with your performance under
this Agreement or provision of Services, including with respect to your sharing of any professional
references and other information of or relating to any third party. If any such consent or approval is
required, you shall promptly obtain such consent or approval and provide to Barton and any
requesting Client or Facility a copy of such consent or approval, or certify your receipt thereof.
2.2
Accuracy & Veracity of Information. All information and documentation that has
been or will be submitted, provided, or communicated by you to Barton or any Clients (whether
directly or through Barton) is and will be true, correct, and accurate in all respects. Throughout the
Term (as defined below), you shall promptly correct any false or misleading information previously
submitted, provided, or communicated to Barton or any Client pursuant to this Agreement.
2.3
Qualifications; Licenses. You have the required skill, experience, and qualifications to
provide the Services. Upon commencement of each Assignment's period of performance (each, a
"Start Date"): (a) you will be duly licensed, registered, and in good standing to engage in the
practice of medicine under the laws of each state in which you are to provide Services, and such
licenses and registrations will not be suspended, revoked, or restricted in any manner; and (b) if
required by the applicable Client, you will have and retain current controlled substances registrations
issued by the appropriate federal and state government agencies, and such registrations will not be
surrendered, suspended, revoked, or restricted in any manner. You are and will remain eligible and
qualified to be covered by Barton's PL Insurance (as defined below) and any applicable state patient
compensation fund ("PCP) in which you may be required to participate, and you will undertake
any necessary action to ensure your participation in any such PCF.
2.4
Disclosures. Subject to Section 9.4 you have disclosed and will promptly disclose to
each Client (whether directly or through Barton) and, if reasonably requested for or required by its
internal risk-management practices, to Barton the following matters:
(a) any malpractice claim, settlement, settlement allocation, judgment, verdict, or decree
that has been or may reasonably be brought, adjudged, or levied against you;
(b) any disciplinary, peer review, or professional review investigation, proceeding, or
action instituted against you by any licensure board, hospital, medical school, health care facility or
entity, peer review or professional review committee or body, or government agency;
(c) any condition that impairs or may impair your ability to practice medicine;
(d) any investigation or proceeding involving you, including any alleging that you filed
false health care claims, violated anti-kickback laws, violated professional ethics or standards,
engaged in illegal, unethical, or other misconduct relating to the practice of medicine, or engaged in
billing improprieties or other fraudulent activities; and
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(e) any denial or withdrawal of any application or request for any: (i) license to practice
medicine; (ii) medical staff privileges; (ii) board certification or recertification; (iv) third-party payor
program participation; (v) controlled substances registration; (v) malpractice insurance; or (vi) PCF.
3. Obligations & Duties. Subject to Section 1.1(a) you covenant and agree as follows:
3.1
Provision of Services; Assignment Conditions. You shall provide all Services
according to prevailing standards of medical practice and in compliance with all applicable laws,
regulations, rules, orders, and directives of all applicable governmental, regulatory, and accreditation
bodies. On and after each Start Date, you shall have (a) fully complied with your representations,
warranties, and covenants under this Agreement an (b) successfully obtained (i) a full or valid
temporary license to practice medicine in the state in which you are to provide Services, (ii)
appropriate credentials and clinical privileges needed to provide the Services, and (ii) all other
certifications, registrations, licenses, approvals, and authorizations required or requested by Client in
connection with such Assignment (collectively, the "Assignment Condition?').
3.2
Credentialing & Privileging: Release. If any Client, in its sole discretion, elects to
commence or continue the process of credentialing, privileging, or otherwise evaluating you for your
potential provision of Services, you shall comply with such Client's pre-Assignment policies and
procedures relating thereto.
(a) Notwithstanding anything to the contrary in this Agreement, you acknowledge and
agree that neither Barton nor any of its employees, officers, directors, agents, or affiliates
(collectively, the "Barton Partied') participates in, contributes to, or influences any credentialing,
privileging, or other evaluative process. You hereby irrevocably release and discharge Barton and
the Barton Parties from any and all daims, causes of action, harm, damages, penalties, or losses
directly or indirectly arising from or relating to: (i) any credentialing, privileging, or other evaluative
process; (ii) the denial, suspension, or termination of any credentials or privileges; or (iii) any acts,
omissions, or decisions related to any of the foregoing.
3.3
Payors; Records & Reports. Each Client shall bill and collect payments from all
patients and third-party payors for your Services, and you shall not bill or seek payment for such
Services from any such patient or payor. You shall cooperate in the timely submission, completion,
maintenance, and furnishing of forms and information, including any correspondence or other
records evidencing your provision of Services, as any Client may request or as may be required by
any payor, professional body, or state or federal agency having regulatory authority over such Client.
You shall comply with each Client's billing compliance programs, policies, and procedures and you
shall indemnify Barton for any loss incurred by Barton as a result of any Client's refusal to pay
Barton due to your failure to comply with any such programs, policies, or procedures.
3.4
Medical Records. You shall prepare, complete, and review, in accordance with
prevailing standards of medical practice, appropriate, legible, and accurate entries into all medical
records, including charts and dictations, for each occasion on which you provide Services, or
collaborate in the provision of Services, to patients of any Client or Facility.
4. Barton's Obligations & Duties. Barton will maintain a claims-made professional liability
(medical malpractice) insurance policy, with policy-year limits of $1,000,000 per claim and
$3,000,000 in the aggregate, or such higher limits as may be required by state law (the "FL
Insurance"), under which according to the terms and conditions thereof you will be covered as an
additional insured for malpractice claims arising from incidents while duly assigned and providing
Services pursuant to this Agreement and the applicable PO(s). Notwithstanding the foregoing, the
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PL Insurance shall be secondary to and in excess of any other valid and collectible insurance
maintained by you or any third party.
5. Term; Termination & Cancellation.
5.1
Term. The term of this Agreement shall commence as of the date first written above,
shall continue for a period of one (1) year (the "Initial Terry!), and shall automatically renew for
successive one (1)-year terms (each, a "Successive Term", and together with the Initial Term, the
"Term"), unless the Initial Term or a Successive Term is sooner terminated pursuant to Section 5.2.
5.2
Termination of Agreement. Subject to Section 5.4:
(a) Either party may terminate this Agreement on written notice to the other party if such
other party materially breaches any provision of this Agreement and the breach either cannot be
cured or, if it can be cured, is not cured by the breaching party within thirty (30) days after the
breaching party's receipt of written notice of such breach.
(b) For purposes of Section 5.2(4 you shall be deemed to have materially breached this
Agreement, and such breach shall be incapable of being cured, if:
(i)
you become ineligible for or disqualified from coverage under the PL
Insurance or any PCFs, or if any such coverage cannot be renewed or is terminated; or
(ii)
you breach or threaten to breach any term, condition, or provision under
Section 2, Section 3, or Section 9 of this Agreement.
5.3
Cancellation of Assignments. Subject to Section 5.4:
(a) By Barton. Barton may cancel any Assignment in whole or in part, effective
immediately upon notice to you, in the event: Q) Client cancels such Assignment or any portion
thereof; (ii) Client defaults or threatens to default on any of its payment obligations to Barton; or (ii)
you fail to comply with any of your representations, warranties, or covenants under this Agreement
(b) By You. You acknowledge and agree that Barton expends significant time and
resources in seeking and arranging Assignments and contracting with Clients, and that Barton would
be substantially and irreparably harmed if you were to cancel any Assignment in violation of this
Section 5.3(b).
(i)
Incapacitation. If you unforeseeably become incapacitated such that you are
incapable of practicing medicine for an extended period of time, you may cancel any Assignment
upon Barton's receipt of a written cancellation notice from you. If you cancel an Assignment
pursuant to the preceding sentence, Barton shall have the right and option, but not the obligation, to
require reasonable verification of the reason(s) for such incapacitation, which you or any authorized
representative must produce within a reasonable period of time after Barton's request therefor.
(ii)
Other. Prior to an Assignment's Start Date, you shall not cancel such
Assignment other than pursuant to and in accordance with Section 5.3(b)(A. On and after an
Assignment's Start Date, if you desire to cancel such Assignment you shall provide thirty (30) days'
advance written notice to Barton provided that such cancellation shall not become effective until
the date that is thirty (30) days after Barton's receipt of your written cancellation notice.
(iii)
If you breach any of your obligations set forth in this Section 5.3(b) (each, a
"Cancellation Even?), you shall promptly pay to Barton an amount equal to: (A) all
nonrefundable costs, expenses, penalties, damages, and fees directly or indirectly incurred by Barton
in connection with the cancelled Assignment; plus (B) the total of the number of days (up to a
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EFTA01656131
maximum of thirty (30) calendar days) on which, assuming full satisfaction of all Assignment
Conditions, you would have rendered Services under the cancelled Assignment, multiplied by your
daily pay rate for Services set forth in the applicable PO (collectively under this Section 5.3(b)(ii),
the "Cancellation Feed). The parties agree that, if a daily pay rate is not specified in the applicable
PO, Barton shall determine such daily rate in good faith based on the Fees set forth in such PO.
5.4
Effects.
(a) Termination of this Agreement or cancellation of any Assignment for any reason shall
not release either party from any obligation or liability that: (i) has already accrued hereunder; (ii)
comes into effect due to such termination or cancellation; or (ii) otherwise expressly or impliedly
survives such termination or cancellation, which for the avoidance of doubt shall include those set
forth in Section 3.2(a), Section 5.3(b) Section 7, Section 8, Section 10, Section ll, and Section 13.
(b) Termination of this Agreement automatically cancels all Assignments, and
cancellation in full of any Assignment automatically terminates the cancelled Assignment's PO.
(c) Subject to Section 6 if Barton cancels an Assignment or if you cancel an Assignment
under Section 5.3(b)(i), Barton shall remit any undisputed Fees then due and payable to you for
Services you had provided for the applicable Client prior to the effective date of such termination or
cancellation. You acknowledge and agree that this Section 5.4(c1 constitutes Barton's sole
liability and obligation to you in connection with any cancelled Assignment, and under no
circumstances shall Barton have any obligation to pay any Fees or other amounts to you for
uncompleted portions of any Assignment.
6. Financial Terms.
6.1
Lea Subject to the terms and conditions of this Section 6 as full compensation for
your provision of Services and the rights granted to Barton under this Agreement, Barton will pay
you the undisputed Assignment-specific fees negotiated and agreed to in each PO (the "Feed). Fees
are paid from the amounts Barton receives from each applicable Client and, unless otherwise
required by law or negotiated by you, on a per-Assignment basis.
6.2
Payment Terms; Invoices. Barton shall pay all undisputed Fees to you within fifteen
(15) days of receiving an invoice or similar document (in paper, digital, or other agreed-upon format)
setting forth the basis (e.g., per-Assignment or time) for your provision of Services (each, an
"Invoice). On a weekly basis or as may otherwise be agreed, you shall complete all Invoices and
submit such Invoices to the applicable Client for verification. Barton shall have no obligation to pay
you any Fees unless Barton has received your Invoices verified by Client; provided that at its option
Barton may elect to pay any undisputed Fees to you prior to satisfaction of the foregoing conditions.
6.3
Expenses. Unless otherwise agreed in a PO, you are responsible for any travel,
lodging, mileage, and other costs or expenses incurred by you in providing Services. If agreed in a
PO, Barton may arrange Standard Travel & Lodging (as defined below) accommodations or
reimburse Standard Travel & Lodging expenses from the reimbursements or other payments Barton
receives from the applicable Client; provided, however that you agree:
(a) (i) you shall provide all documentation within fourteen (14) days of incurring such
expenses; and (i) you shall be responsible and liable for any costs, fees, penalties, or expenses
incurred or paid by Barton as a direct or indirect result of: (A) any damage to or loss or destruction
of any travel implements, vehicles, or lodging accommodations, beyond reasonable wear and tear,
caused by you or any of your Representatives; (B) your arranging any travel or lodging or incurring
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any expenses above and beyond Standard Travel & Lodging; or (C) your failure to timely vacate any
accommodations, or to return any rental car or other items related thereto.
(b) In the absence of any contrary or more restrictive Client policies or practices, the term
"Standard Travel & Lodging?' shall mean (in each case, without any upgrades): (i) for air or rail
travel, standard coach fare; (ii) for rental cars, an economy or standard-sized car; and (iii) for hotels
and lodging, standard, reasonably priced and located accommodations.
6.4
Setoff Permitted. Notwithstanding anything to the contrary in this Agreement, and
without prejudice to any other right or remedy it has or may have, Barton may, without notice to
you, set off or recoup any liability or payment it owes to you (including via deduction) against any
liability for which Barton determines in good faith you are liable to Barton or its affiliates, whether
such liability is matured or unmatured, or liquidated or =liquidated.
7. Relationship of the Parties. Nothing herein shall be construed to create a joint venture or
partnership or an employer/employee or agency relationship between the parties hereto. Neither
party shall have any express or implied right or authority to assume or create any obligations on
behalf or in the name of the other party or to bind the other party to any contract, agreement, or
undertaking with any third party. Neither party is eligible to participate in any vacation, group
medical or life insurance, disability, profit-sharing or retirement benefits, or any other fringe benefits
or benefit plans offered by the other party to its employees. Barton is not responsible for
withholding or paying any income payroll. or other federal, state or local taxes (except where
required by law) or for making any insurance contributions including unemployment, disability, or
worker's compensation insurance on your or your employees' behalf. You shall be responsible for
and shall indemnify Barton against, all such taxes and contributions. including penalties and interest.
Any persons employed or engaged by you in connection with your performance under this
Agreement or provision of Services shall be your employees, agents, or contractors, and you shall be
fully responsible for them (including without limitation for the payment of any Fees) and shall
indemnify Barton against any and all claims made by or on behalf of any such persons.
8. Conversion.
8.1
You acknowledge and agree that, if you were to enter into any other direct or indirect
agreement or employment arrangement for medical services with any Client to whom Barton had
submitted your information in consideration of an Assignment (each, a "Conversion"), the harm
caused to Barton by such Conversion would be impossible or very difficult to accurately estimate.
8.2
Accordingly, you shall not directly or indirectly cause, partake in, or accept any offer
or solicitation for a Conversion, or attempt to do any of the foregoing, until: (a) (i) the second
anniversary of the last date of your most recent Assignment with the applicable Client; ta (ii) if no
Assignment had been made, the first anniversary of the date on which your information was
submitted to such Client; DI (b) (i) you have performed at least two-thousand (2,000) hours' worth
of Assignments for the applicable Client; and (ii) either you or such Client (pursuant to a separate
written agreement by and between Barton and such Client) have paid to Barton an amount equal to
30% of your first year's annualized compensation (such amount under this Section 8.2(b), the
"Conversion Fee"). The parties agree that, if the Client pays all or any portion of the Conversion
Fee, your responsibility to pay such Conversion Fee shall be reduced pro rata or discharged based on
the Conversion Fee amount actually paid by such Client and received by Barton.
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9. Confidentiality.
9.1
Each party may receive confidential or proprietary information of or relating to the
other party, including the terms of this Agreement and all POs, as well as information relating to the
disclosing party's technology, operations, techniques, strategies, clients, pricing and fee structures,
and sourcing, in each case whether oral, written, or electronic (collectively, "Confidential
Information"). Confidential Information does not include information that: (a) is generally available
to the public other than due to the receiving party's breach of this Agreement; or (b) was disclosed
to the receiving party by a third party having no confidentiality obligations with respect thereto.
9.2
The receiving party shall treat all Confidential Information as confidential, not
disclose any Confidential Information to any third party other than its directors, officers, employees,
agents, representatives, and advisors (including attorneys, accountants, and consultants) (collectively,
but only to the extent such persons receive Confidential Information in connection with this
Agreement, "Representative?) who have a "need to know" such Confidential Information, and
not use any Confidential Information for any purpose except as required for its performance under
this Agreement. Notwithstanding the foregoing, the receiving party without liability hereunder may
disclose Confidential Information as may be required by any law, rule, regulation, or legal, judicial, or
administrative process.
9.3
Upon the disclosing party's request, the receiving party, at its sole option, shall either
return or destroy all Confidential Information of the disclosing party (including all copies thereof),
provided that the receiving party or its Representatives may retain any Confidential Information that
must be retained under any law, regulation, or internal compliance or retention policy, in which case
such Confidential Information shall only be retained for the purposes of complying with such law,
regulation, or internal policy.
9.4
HIPAA: Protected I lealth Information. You shall comply with all laws, rules,
regulations, and orders of any federal, state, local, or other authority governing the maintenance of
medical records and confidentiality of patient information, including the Health Insurance
Portability and Accountability Act of 1996 (as amended, and including all regulations promulgated
pursuant thereto, "HIPAA"). You shall not use or disclose any "protected health information" (as
defined under HIPAA, "PHI) of any patients, other than as permitted by HIPAA and each Client's
internal policies and procedures. You acknowledge and agree that certain Clients may require you to
enter into a "business associate agreement" (as defined under HIPAA, "BAA"). If so required, you
shall promptly execute and comply with such BAA in accordance with its terms.
(a) No Disclosure of PHI to Barton. You understand, acknowledge, and agree that
Barton is neither a "covered entity" nor a "business associate" under HIPAA. As such, you shall
not disclose any PHI to Barton or any of its Representatives except as permitted under HIPAA.
10. Certain Limitations.
10.1
No Warranties. Barton does not make, and specifically excludes and disclaims
the making of any express or implied warranties whatsoever, whether oral or written, to you
or any other person relating to: any services provided by Barton; any acts, omissions, or
decisions, of any Client; or any Assignment or the availability thereof (including with
respect to any cancellation of any Assignment in whole or in part); in each case whether
arising bylaw, course of dealing, course ofperformance, usage, or otherwise.
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10.2
Limitation of Liability. In no event shall Barton or the Barton Parties be liable to
you or any third party for any consequential, incidental, indirect, exemplary, special, or
punitive damages, including any damages for business interruption, loss of use, loss of data,
or loss of revenue or profly in each case regardless of whether such damages arise from any
breach of contract, tort, or otherwise, and regardless of whether such damages were
foreseeable or whether the possibility ofsuch damages was advised.
11. Insurance. You represent that, as required by your needs or applicable state law, you presently
have, or during the Term will procure and maintain, adequate workers' compensation, general
liability, unemployment, and other required forms of insurance covering you and each of your
employees, agents, and contractors. You understand and agree that Barton shall not be responsible
for procuring or providing, or for reimbursing you for procuring or maintaining, any such insurance
coverage; provided. however, that the foregoing shall not limit the provisions of Section 4.
12. Other Business Activities. As an independent contractor of Barton you may be engaged or
employed in any other business, trade, profession, or activity that does not cause a breach or
violation of any term or provision of this Agreement.
13. Miscellaneous.
13.1
All rights and remedies in this Agreement are cumulative and not exclusive. The
exercise by either party of any right or remedy does not predude the exercise of any other rights or
remedies that may now or subsequently be available at law, in any other agreement between the
parties, or otherwise. Despite the previous sentence, the parties intend that Barton's right to
Cancellation Fees under Section 5.3(b) is Barton's exclusive remedy and your sole liability for any
Cancellation Event, and that Barton's right to a Conversion Fee under Section 8 is Barton's
exclusive remedy and your sole liability for any Conversion. The parties intend that each of the
Cancellation Fees and Conversion Fee constitutes compensation, not a penalty. The parties
acknowledge and agree that, because Barton's harm caused by any Cancellation Event or any
Conversion would be impossible or very difficult to accurately estimate, the Cancellation Fees and
Conversion Fee, respectively, is each a reasonable estimate of the anticipated or actual harm that
might arise from any such Cancellation Event or Conversion.
13.2
This Agreement, together with all POs, constitutes the sole and entire agreement of
the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and oral, with respect to
such subject matter. In the event of any conflict between the terms of this Agreement and those of
any PO, the following order of precedence shall govern: (i) first, this Agreement, exclusive of any
POs; and (ii) second, all POs (other than an exception expressly set forth as such in a PO).
13.3
No amendment to or modification or waiver of any provision of this Agreement is
effective unless in writing and signed by each party, provided that the terms of any PO may be
modified by the parties' mutual written agreement (including via email). Handwritten changes to this
Agreement or any PO are void and shall not be binding on either party. No failure or delay in
exercising any right, remedy, power, or privilege arising from this Agreement shall operate as a
waiver thereof, nor shall any partial exercise of any right, remedy, power, or privilege preclude any
further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.4
This Agreement and all POs shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Massachusetts without giving effect to any choice- or
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conflict-of-law provision or rule that would cause the application of laws of any jurisdiction other
than Massachusetts. Any suit, action, or proceeding arising from this Agreement shall exclusively be
instituted in the courts of the United States or the Commonwealth of Massachusetts in each case
located in Suffolk County, Massachusetts, and each party irrevocably submits to the personal
jurisdiction of such courts in any such suit, action, or proceeding.
13.5
Headings contained in this Agreement and all POs are for convenience only, shall not
be deemed to be part of this Agreement or any PO, and shall not define or affect the meaning,
construction, interpretation, or scope of any terms or provisions of this Agreement or any PO.
13.6
If any term or provision of this Agreement or any PO is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any
other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that any term or other provision is
invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement
so as to effect the intent of the parties as closely as possible such that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.
13.7
This Agreement and all POs may be executed electronically or by facsimile in one or
more counterparts, each of which is deemed an original, but all of which together are deemed to be
one and the same agreement.
[Signatures Follow.]
IN WITNESS WHEREOF, the parties hereto have executed and entered into this
Agreement in the Commonwealth of Massachusetts, and this Agreement shall be valid and
binding upon the parties, as of the date first written above.
Yours truly,
BARTON & ASSOCIATES, INC.
Accepted and Agreed:
INDEPENDENT CONTRACTOR:
By:
Ei
DoCuStenedby.
bri Muth) Mewtit.
213MS213F934.5
Name: Teri Bilhartz Maxwell
Tide: DO
By:
L
DocuSigneo by
AWASS4
Aktrialrhi
3CFC,781E3949F
Name: Vanessa Moriarty
Tide: Senior Manager, Worcester .Com
Barton Recruiter/FS: Danielle Stokowski
Barton Manager: Brittany Martel
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