Independent Contractor Agreement
DRAFT: NOT LEGAL ADVICE. This template was AI-assisted and is a starting point only. Have a California-licensed attorney review it, especially the Indemnification, Limitation of Liability, and HIPAA Business Associate sections, before sending it to any client. Replace all [ ] placeholders before use.
This Independent Contractor Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date") by and between the parties below.
Brandon Goulter, doing business as Goulter Group, located at [CONTRACTOR ADDRESS] ("Contractor").
[CLIENT LEGAL NAME], a [CLIENT ENTITY TYPE] with a principal place of business at [CLIENT ADDRESS] ("Client").
Contractor and Client are each a "Party" and together the "Parties."
Recitals
Client wishes to engage Contractor to provide healthcare regulatory compliance and privacy advisory services, and Contractor wishes to provide such services, on the terms set forth in this Agreement and the Exhibits attached hereto (collectively, the "Engagement").
1. Services
1.1 Contractor shall perform the services described in Exhibit A (Scope of Services) (the "Services"). Exhibit A may be amended or supplemented from time to time by a written change order signed by both Parties.
1.2 Contractor will perform the Services in a professional and workmanlike manner consistent with prevailing standards in the healthcare compliance advisory field.
1.3 Services are advisory in nature. Section 10 (Professional Standards; No Legal Advice) governs the nature and limits of Contractor's advice.
2. Term and Termination
2.1 Term. This Agreement begins on the Effective Date and continues until the Services described in Exhibit A are complete, unless earlier terminated as set forth below, or until renewed in writing by the Parties.
2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [30] days' prior written notice to the other Party.
2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [15] days of receiving written notice describing the breach.
2.4 Effect of Termination. Upon termination: (a) Client shall pay Contractor for all Services performed and authorized expenses incurred through the effective date of termination, calculated per Exhibit B; (b) each Party shall return or destroy the other Party's Confidential Information and any Protected Health Information in its possession, subject to Exhibit C; and (c) Sections 6 (Confidentiality), 7 (Independent Contractor Status), 8 (Work Product), Exhibit C (HIPAA Business Associate Addendum), 11 (Indemnification; Limitation of Liability), and 13 (General Provisions) survive termination.
3. Compensation
3.1 Client shall compensate Contractor according to the fee structure selected in Exhibit B (Fee Schedule).
3.2 Contractor will submit invoices on the cadence specified in Exhibit B. Invoices are due within [15] days of receipt unless otherwise specified. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).
3.3 Client shall reimburse Contractor for pre-approved, reasonable, documented out-of-pocket expenses (e.g., travel) incurred in performing the Services, in accordance with Exhibit B.
3.4 Contractor is solely responsible for all taxes arising from compensation paid under this Agreement, as set forth in Section 7.
4. Independent Contractor Status
4.1 Contractor is an independent contractor, not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement creates an employment, partnership, or agency relationship.
4.2 Contractor controls the manner and means by which the Services are performed, including the hours worked and the methods used, subject to the deliverables and timelines in Exhibit A.
4.3 Contractor is not eligible for, and will not participate in, any employee benefit plans, insurance, or programs of Client.
4.4 Contractor is solely responsible for: (a) all federal, state, and local taxes arising from amounts paid under this Agreement, including self-employment taxes; (b) obtaining and maintaining any business licenses or permits required to perform the Services; and (c) providing Contractor's own tools, equipment, and work location, except as otherwise agreed in Exhibit A.
4.5 Contractor may perform similar services for other clients during the Term, provided Contractor complies with Section 6 (Confidentiality) and Section 12 (Conflicts of Interest) with respect to each engagement.
5. Client Responsibilities
Client shall: (a) provide timely access to personnel, systems, and information reasonably necessary for Contractor to perform the Services; (b) designate a primary point of contact; and (c) make decisions and approvals within a reasonable time so as not to delay the Engagement.
6. Confidentiality
6.1 "Confidential Information" means non-public information disclosed by either Party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including business, financial, operational, and technical information. Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving Party; was already lawfully known to the receiving Party; is independently developed without use of the disclosing Party's Confidential Information; or is rightfully received from a third party without restriction.
6.2 Each Party shall: (a) use the other Party's Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as this Section.
6.3 This Section governs general business Confidential Information. The handling of Protected Health Information is governed exclusively by Exhibit C (HIPAA Business Associate Addendum).
6.4 This Section 6 survives termination of this Agreement for [3] years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
7. Protected Health Information
To the extent Contractor's performance of the Services involves the use or disclosure of Protected Health Information on behalf of Client, the Parties' obligations are governed by Exhibit C (HIPAA Business Associate Addendum), which is incorporated into this Agreement by reference. In the event of a conflict between the body of this Agreement and Exhibit C regarding Protected Health Information, Exhibit C controls.
8. Work Product; Intellectual Property
8.1 Client Deliverables. Subject to full payment, Contractor assigns to Client all right, title, and interest in the specific written deliverables identified in Exhibit A that are created specifically for Client under this Agreement (e.g., a client-specific risk assessment report, gap analysis, or policy manual customized for Client) (the "Deliverables").
8.2 Contractor Background IP. Notwithstanding Section 8.1, Contractor retains all right, title, and interest in its pre-existing methodologies, frameworks, templates, checklists, know-how, and general compliance program architecture that are not unique to Client (the "Background IP"). To the extent Background IP is incorporated into a Deliverable, Contractor grants Client a non-exclusive, perpetual, royalty-free license to use that Background IP solely as incorporated into the Deliverable for Client's internal business purposes.
8.3 Contractor may reuse general knowledge, skills, and non-confidential techniques developed or refined during the Engagement in providing services to other clients, provided doing so does not disclose Client's Confidential Information or Protected Health Information.
9. Insurance
Contractor shall maintain, at its own expense, professional liability (errors & omissions) insurance with coverage of at least $[1,000,000] per occurrence during the Term, and shall provide a certificate of insurance to Client upon reasonable request.
10. Professional Standards; No Legal Advice
10.1 Contractor provides compliance and privacy advisory services based on professional experience and good-faith interpretation of applicable healthcare regulations (including, without limitation, HIPAA, the California Confidentiality of Medical Information Act ("CMIA"), the Stark Law, the Anti-Kickback Statute, and OIG guidance). Contractor is not a law firm and does not provide legal advice or legal opinions.
10.2 Client retains ultimate responsibility for its compliance decisions and for obtaining independent legal counsel on matters with significant legal exposure, including but not limited to physician arrangement structuring under Stark/AKS, Corporate Integrity Agreement negotiations, and regulatory enforcement responses.
10.3 Contractor's Services are advisory and do not guarantee any particular regulatory outcome, audit result, or immunity from enforcement action.
11. Indemnification; Limitation of Liability
11.1 Mutual Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party from third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, including Exhibit C.
11.2 Limitation of Liability. Except for (a) breaches of Section 6 (Confidentiality) or Exhibit C (HIPAA Business Associate Addendum), (b) a Party's indemnification obligations under Section 11.1, or (c) a Party's gross negligence or willful misconduct, neither Party's aggregate liability arising out of this Agreement will exceed the total fees paid or payable by Client to Contractor under this Agreement in the 12 months preceding the event giving rise to the claim. Neither Party is liable for indirect, incidental, consequential, special, or punitive damages.
12. Conflicts of Interest
Contractor shall promptly disclose to Client any actual or reasonably foreseeable conflict of interest arising from Contractor's other engagements that could materially affect Contractor's ability to perform the Services objectively.
13. General Provisions
13.1 Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The Parties shall first attempt to resolve any dispute through good-faith negotiation, then through mediation in [COUNTY] County, California, before pursuing litigation or arbitration.
13.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
13.3 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
13.4 Entire Agreement; Amendment. This Agreement, including its Exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements or understandings. This Agreement may be amended only by a written instrument signed by both Parties.
13.5 Notices. Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses set forth above or as otherwise designated in writing.
13.6 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
Signatures
Brandon Goulter, Goulter Group
Date: [ ]
[CLIENT SIGNATORY NAME], [CLIENT SIGNATORY TITLE]
Date: [ ]
Scope of Services
Engagement Objective: [Describe the overall goal, e.g., "Conduct a HIPAA Security Rule gap analysis and deliver a remediation roadmap."]
Deliverables:
- [Deliverable 1]
- [Deliverable 2]
- [Deliverable 3]
Timeline: [Start date] through [end date or "ongoing, reviewed quarterly"]
Client-Provided Resources: [Systems access, personnel, documents Client will provide]
Out of Scope: [Explicitly excluded items, e.g., "Does not include legal representation in a government investigation."]
Fee Schedule
Select one pricing model below for this Engagement and delete the other, or use both for different workstreams if clearly delineated.
Option 1: Hourly Rate
- Hourly Rate: $[___] per hour, billed in [15]-minute increments.
- Estimated Hours: Approximately [___] hours for the scope in Exhibit A (estimate only, not a cap, unless a not-to-exceed amount is specified below).
- Not-to-Exceed Amount (optional): $[___]. Contractor will notify Client before exceeding this amount.
- Invoicing: Monthly, in arrears, itemized by date and task.
- Expenses: Pre-approved travel and out-of-pocket expenses reimbursed at cost, itemized with receipts.
Option 2: Monthly Retainer
- Monthly Retainer Fee: $[___] per month, payable in advance on the [1st] of each month.
- Included Scope: Up to [___] hours per month of the Services described in Exhibit A.
- Overage Rate: Hours beyond the included scope are billed at $[___] per hour, invoiced monthly in arrears.
- Term & Renewal: The retainer renews automatically each month unless either Party gives [30] days' written notice of non-renewal, subject to Section 2 (Term and Termination).
- Expenses: Pre-approved travel and out-of-pocket expenses reimbursed at cost, itemized with receipts, billed monthly.
HIPAA Business Associate Addendum
This Addendum supplements the Agreement and applies to the extent Contractor creates, receives, maintains, or transmits Protected Health Information ("PHI") on behalf of Client in performing the Services. Capitalized terms not defined here have the meanings given in HIPAA, including 45 C.F.R. Parts 160 and 164 (the "HIPAA Rules"). Client is the "Covered Entity" and Contractor is the "Business Associate."
C.1 Permitted Uses and Disclosures. Business Associate may use and disclose PHI only as necessary to perform the Services described in Exhibit A, as permitted by this Addendum, or as required by law. Business Associate will not use or disclose PHI in a manner that would violate the HIPAA Rules if done by Covered Entity, except for proper management, administration, and legal responsibilities of Business Associate as permitted under 45 C.F.R. § 164.504(e)(4).
C.2 Safeguards. Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI, consistent with the HIPAA Security Rule.
C.3 Reporting. Business Associate will report to Client any use or disclosure of PHI not permitted by this Addendum, and any Security Incident or Breach of Unsecured PHI, without unreasonable delay and in no event later than [10] business days after discovery, in accordance with 45 C.F.R. § 164.410.
C.4 Subcontractors. Business Associate will ensure that any subcontractor that creates, receives, maintains, or transmits PHI on Business Associate's behalf agrees in writing to restrictions and conditions at least as protective as those in this Addendum.
C.5 Access, Amendment, and Accounting. Business Associate will make PHI available to Client as needed for Client to respond to an individual's request for access, amendment, or an accounting of disclosures under the HIPAA Rules, within a reasonable time after request.
C.6 Government Access. Business Associate will make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of Health and Human Services for purposes of determining Covered Entity's compliance with the HIPAA Rules.
C.7 Return or Destruction of PHI. Upon termination of the Agreement, Business Associate will return or destroy all PHI received from, or created or received on behalf of, Client, and retain no copies, except where doing so is infeasible. If return or destruction is infeasible, Business Associate will extend the protections of this Addendum to the PHI retained and limit further uses and disclosures to those purposes that make return or destruction infeasible.
C.8 Minimum Necessary. Business Associate will request, use, and disclose only the minimum necessary PHI to accomplish the intended purpose of the use, disclosure, or request.
C.9 No Sale of PHI. Business Associate will not directly or indirectly receive remuneration in exchange for PHI without Client's prior written authorization and a valid authorization from the applicable individual(s), except as permitted under the HIPAA Rules.
C.10 Term. This Addendum takes effect upon access to any PHI and terminates when all PHI is returned or destroyed under Section C.7, or, if return or destruction is infeasible, when the protections in Section C.7 are extended indefinitely to the retained PHI.
C.11 California CMIA. Where Client's records also constitute "medical information" under the California Confidentiality of Medical Information Act (Cal. Civ. Code § 56 et seq.), Business Associate will handle such information consistently with CMIA's confidentiality and breach notification requirements in addition to the HIPAA Rules.
This document is a contract template, not legal advice. Brandon Goulter is not an attorney, and using this template creates no professional advisory relationship. Have it reviewed by a California-licensed attorney before execution.