G. Waiver. Any waiver by any party hereto <strong>of</strong> a breach <strong>of</strong> any provision <strong>of</strong> this Agreement shall not operate or be construed as a waiver <strong>of</strong> any other provision here<strong>of</strong> and shall not be effective at all unless in writing. A waiver <strong>of</strong> any <strong>of</strong> the terms and conditions here<strong>of</strong> shall not be construed as a general waiver by either party, and such waiving party shall be free to reinstate any such term or condition, with or without notice to the other party. H. Entire Agreement/Amendment. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, whether oral or in writing, with respect to the subject matter here<strong>of</strong>. No change, addition, or amendment shall be made except by written agreement executed by all <strong>of</strong> the parties hereto. This Agreement shall be binding upon and inure to the benefit <strong>of</strong> the parties hereto and their respective successors and assigns, subject to the restriction on assignment set <strong>for</strong>th above. I. Survival. The provisions <strong>of</strong> this Agreement, including but not limited to Sections 8 and 9, shall survive the termination <strong>of</strong> Physician's relationship with Employer and the assignment <strong>of</strong> this Agreement by Employer to any successor or assign. J. Confidentiality. Except as otherwise required by law, Physician hereby agrees to hold in the strictest confidence all <strong>of</strong> the terms and conditions set <strong>for</strong>th herein; provided, however, that Physician may disclose the terms here<strong>of</strong> to his/her attorneys, accountants and other financial and legal advisors as reasonably necessary. Failure to do so, at the discretion <strong>of</strong> Employer, may constitute cause <strong>for</strong> immediate termination <strong>of</strong> this Agreement. K. Expenses. Each party to this Agreement shall pay its own costs and expenses in connection with the transaction contemplated hereby. L. Counterparts. This Agreement may be executed by the parties in counterparts, each <strong>of</strong> which shall be deemed an original, and all <strong>of</strong> which together shall constitute one and the same instrument. Any signatures on behalf <strong>of</strong> Facility required by this Agreement or written approval required hereunder may be electronic signatures in accordance with law. M. Binding Effect. This Agreement shall not become effective or legally binding upon either party until signed by both Employer and Physician. N. Intellectual Property. All patents, <strong>for</strong>mulae, ideas, inventions, processes, copyrights, know-how, proprietary in<strong>for</strong>mation, trademarks, trade names, or other developments <strong>for</strong> future improvements to patients that are conceived or worked on by Physician while he or she is an employee under this Agreement are the property <strong>of</strong> Employer, and all royalties, fees or other income attributable thereto shall be the sole property <strong>of</strong> Employer, and Physician shall have no right thereto. O. Duty to Defend and Indemnify. To the extent not covered by liability insurance carried by the parties, each party shall be solely responsible <strong>for</strong> its own claims, liabilities, damages, injuries, suits, demands, and expenses <strong>of</strong> all kinds (including, without limitation, attorneys' fees and court costs), that may result or arise from tortious criminal, or discriminatory conduct by such party, or by any member, partner, employee, representative, agent, or contractor <strong>of</strong> such party, and such party shall defend, indemnify, and hold harmless the other party and any members, partners, employees, agents, representatives, and contractors <strong>of</strong> the other party from and against such losses or damages. In the event that a claim is made against both parties, it is the intent <strong>of</strong> both parties to cooperate in the defense <strong>of</strong> such claim and to cause their insurers to do likewise. Physician agrees to cooperate in all litigation matters affecting Employer to the extent Physician does not have a conflict <strong>of</strong> interest. P. Use <strong>of</strong> Physician's Name. In consideration <strong>of</strong> the salary, bonuses, and benefits as set <strong>for</strong>th in Section 4 here<strong>of</strong>, Physician hereby grants Employer the exclusive right to use his or her name and likeness in any lawful advertising and marketing conducted by Employer without any additional compensation or remuneration to Physician. Q. Medicare Access. Upon written request <strong>of</strong> the Secretary <strong>of</strong> Health and Human Services or the Comptroller General or any <strong>of</strong> their duly authorized representatives, Physician shall make available to the Secretary or Comptroller General those contracts, books, documents, and records necessary to verify the nature and extent <strong>of</strong> the cost <strong>of</strong> providing his/her services. If Physician carried out any <strong>of</strong> the duties <strong>of</strong> this Agreement with a value <strong>of</strong> $10,000.00 or more over a twelve (12) month period through a subcontract with a related individual or organization, Physician shall include this requirement in all such subcontracts. The parties agree that any attorney-client, accountant-client, or any other legal privilege shall not be deemed waived by virtue <strong>of</strong> this section. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as <strong>of</strong> the day and year written below. PHYSICIAN: [[ContractorName]] Page 13 <strong>of</strong> 16
_______________________________________________________ Date:_____________________ (Signature) EMPLOYER: H2U Wellness Centers, LLC d/b/a <strong>West</strong> <strong>Palm</strong> <strong>Beach</strong>-First OnSite By: Brian Jones Date: ______________ Vice President Page 14 <strong>of</strong> 16
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February 7, 2011 RESOLUTION NO. 48-
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“Medical Professionals” shall m
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