STANDARD TERMS AND CONDITIONS

Standard Terms and Conditions last updated: 1/1/2025

You, as “Client,” and Healthcare Compliance Associates, LLC, a limited liability company duly registered in the state of Oregon, USA (“HCA”) (Client, together with HCA, shall be collectively referred to as “Parties,” or individually as a “Party”) hereby agree to these Standard Terms and Conditions (this “Agreement”) effective upon Client’s execution of a proposal between Client and HCA (the “Proposal”). This Agreement shall govern the relationship between Client and HCA until this Agreement is terminated and, in some cases, thereafter. 

HCA is a company specializing in providing training and consultancy services relating to compliance with the Occupational Safety and Health Administration (“OSHA”) and the Health Insurance Portability and Accountability Act (“HIPAA”), to healthcare clinics.

By executing a Proposal, Client has agreed to engage the services of HCA to obtain such training, consultancy services, and such other and further services ancillary and incidental thereto (more fully described herein) for the benefit of their staff/employees, and as such, has decided to enter into this Agreement for the better manifestation of such arrangement. 

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HCA and Client covenant and contract as follows:

1. SCOPE OF SERVICES
2. HCA agrees to provide those services designated and described in the Proposal (the “Services”). The Services may include, without limitation, the following:
3. Annual OSHA and HIPAA training - Interactive onsite, virtual/remote (via Zoom), or online training (pre-recorded video with a quiz) covering required OSHA and HIPAA topics. HCA will provide one (1) training per year (either an in-person training or a remote, live training), unless Client requests additional trainings for new employees or staff members (in which case such trainings will, subject to availability, be provided at the rates described in the Proposal and on the other terms set forth herein). 
4. OSHA and HIPAA Officer on-site training – HCA may provide a one-time onsite training to Client's OSHA and/or HIPAA officer as part of the Services. Such training ordinarily includes a walk-through of Client’s plans and manuals with the OSHA and/or HIPAA officer, as well as an opportunity for questions and answers.  
5. Annual Onsite Walkthrough - A walkthrough inspection for an assessment of Client’s facility and providing expert recommendations taking into consideration physical hazards, essential documentation, and recordkeeping This service is ordinarily included in the initial Proposal; however, any subsequent inspections (whether in the same year or subsequent years) are subject to additional fees and availability.
6. Manuals and Plans - Manuals and documentation the client needs including potentially OSHA and HIPAA manuals, safety meetings binder and safety data sheets binder to set up and maintain necessary documentation and recordkeeping. Any material modifications to the Manuals or Plans, whether at Client’s request or required, in HCA’s opinion, due to changes to the applicable laws or regulations, will incur additional fees.
7. Consultation - Basic email and telephone support. If consultation exceeds three hours in a particular year, or such requested services exceed the scope of HCA’s standard support. HCA may, upon notice to Client, charge additional fees for any further support during that particular year. 
8. Monthly Compliance Updates - Client may have access to any monthly electronic newsletter and urgent updates as rules and mandates change that HCA publishes. HCA may not in all months provide the foregoing. Any of the foregoing provided is for informational purposes only.
9. OSHA or HIPAA Complaint Support - In the event Client’s facility receives an OSHA or HIPAA complaint, HCA will provide response suggestions and edits and otherwise assist Client in disputing any such complaint.
10. Access to Digital Library - HCA may provide Client with access to certain digital resources, training courses, and forms. Access to courses or forms may, in some cases, require an additional fee. All such resources are for informational purposes only.
11. The Services being offered to Client will be those listed specifically in the Proposal. This may include services relating to OSHA, HIPAA, or both. If Client is purchasing only one of HIPAA or OSHA-related services, please note that the Services, including any access to the digital library, delivery of compliance updates and other resources may only include access to such particular single topic.
12. As noted in the Proposal, the Services for the Initial Term (defined below) are often more expensive than in subsequent years, as they ordinarily cover certain Services that are not typically included in subsequent years. Unless expressly designated otherwise in the Proposal, any fees for Services for any Extension are an estimate, and such final amounts will be invoiced at the time of renewal.
13. HCA will make a good faith effort to perform the Services:
14. In accordance with the terms and subject to the conditions set out in this Agreement;
15. Using personnel of required skill, experience, and qualifications;
16. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services;
17. In accordance with a schedule that is mutually convenient for and agreed upon by both Parties hereto; and
18. At a location or through a medium that has been mutually agreed upon by the Parties.

2. CLIENT OBLIGATIONS 

1. Client shall:
2. Respond promptly to any reasonable requests from HCA for instructions, information, or approvals required by HCA to provide the Services;
3. Cooperate with HCA in its performance of the Services;
4. Provide necessary information as required to enable HCA to provide the Services; and
5. Take all steps necessary to prevent Client-caused delays in HCA’s provision of the Services.
6. Prerequisite Knowledge: Some of the Services may require Client and/or its staff/employees to have a certain degree of prerequisite knowledge on certain subject matters. HCA may provide information or notify Client of any such requirements (on its website or otherwise), or Client may request such information from HCA prior to executing the Proposal; however, Client is responsible for assessing the suitability of the Services or of its staff/employees to enrollment/entering into this Agreement.
7. Technical Requirements: Client may need to meet software or hardware requirements (for example, appropriate computers or appliances, stable Internet connection, verification of network communication paths, up-to-date web browser, operating system, etc.). HCA may post such requirements online, inform Client, or Client may request such requirements prior to executing the Proposal. Client is solely responsible for meeting such requirements. If technical issues arise during Services, HCA may, to the extent qualified to do so, assist Client to resolve such problems, but will have no liability for any failure to resolve such problems, or for any other outcome that occurs, based on providing such assistance. HCA may require an amendment to the Proposal or may separately charge for any such additional services provided. 

3. TERM 

1. This Agreement shall commence upon the execution of a Proposal by both Parties thereto and, and will continue for the period set forth in the Proposal, or if no period is designated in the Proposal, for one year or until either Party earlier terminates the Agreement pursuant to Section 12 below (the “Initial Term”).
2. If ongoing Services are being provided, unless Client provides no less than ten (10) days advance written notice, this Agreement will automatically renew at the end of the Initial Term, and on each annual anniversary date thereafter until Client provides notice of nonrenewal (as provided above) or otherwise terminates as provided in Section 12 (each annual period an “Extension” and combined with the Initial Term, the “Term”). Upon automatic renewal, any fee for ongoing Services will become owing and due on the schedule and in accordance with the terms and conditions set forth in the Proposal. 

 

4. FEES AND EXPENSES

1. The Proposal will set forth the fees for HCA’s Services. HCA may charge a base fee for the Services (the “Base Fee”), as well as a per-staff member/participant/employee/attendee-basis (“Per Person Fee”), as well as fees on any other agreed-upon basis set forth in the Proposal (“Additional Fees” and along with the Base Fee and Per Person Fee, collectively the “Fees”). Client shall pay the Fees on the terms set forth in the Proposal, or if no payment terms are specified in the Proposal, then within 30 days of the receipt of any invoice from HCA. Fees will be paid by check, ACH, or other method approved by HCA. If HCA accepts payment by credit card, it may charge to Client a reasonable fee to cover processing fees. Subject to any limitations or other terms set forth in the Proposal, Client will reimburse HCA for any reasonable expenses incurred within 30 days of submission on any expense report.
2. Subject to Section 4(c) below, Client understands and agrees that the Fees are nonrefundable and that all payments are final, even if the Services have not yet been provided.
3. In the event this Agreement is terminated by HCA 12(a), Client shall be entitled to a refund of any upfront payments made by Client after HCA’s for Services rendered and for all direct, ancillary and/or incidental expenses incurred by HCA for the provision of Services (or during the preparatory process for the provision of Services) until the point of such termination.
4. In the event Client does not make any payment when due, including with respect to any Extension, HCA may charge a reinstatement fee (depending on the number of days elapsed since the said renewal date), if Client wishes to obtain Services for a further period of one year.
5. Fees quoted do not include and Client shall be responsible for all taxes, duties, and charges (including interest and penalties imposed thereon) of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder, other than taxes based on the net income or profits of HCA.
6. All late payments shall bear interest at the lesser of the rate of 1.5% per month, calculated daily and compounded monthly, or the maximum rate permitted by applicable law. Client shall also reimburse HCA for all reasonable costs incurred in collecting any late payments, including but not limited to attorneys’ fees and costs. In addition to all other remedies available under this Agreement or at law (which HCA does not waive by the exercise of any rights hereunder), HCA shall be entitled to suspend the provision of any Services or terminate the Agreement in accordance with Section 12 of this Agreement if Client fails to timely pay any Fees when due hereunder.

5. SCHEDULED TRAINING AND LIMITATIONS

1. Client acknowledges and understands that HCA may, as part of providing the Services, be investing a significant amount of time and effort into preparation during the period leading up to a scheduled training session. Therefore, in the event Client is unable to attend or proceed with a scheduled on-site or virtual training/consultation session, Client shall remain responsible for the payment of all Fees relating to the foregoing. If Client informs HCA at least 48 hours prior to a session that it needs to reschedule, HCA will make a good faith effort to timely reschedule such session. HCA reserves the right to charge a fee of up to $250 to Client for anticipated costs incurred as a result of cancellation and/or rescheduling. HCA may waive any rescheduling fee if caused by a reasonable emergency or adverse weather condition or any other unavoidable and/or unforeseen (reasonable) emergency including but not limited to a force majeure situation as described herein below.
2. Client is entitled to reschedule a scheduled on-site training/consultation session once throughout the Term with prior notice to HCA as aforementioned. Further postponements will result in the relevant training/consultation session being conducted online (virtually) through HCA’s online training platform unless HCA decides in its sole and absolute discretion to conduct such session on-site.
3. Client understands that, unless otherwise provided in the Proposal, it is entitled to only one live training session per Term (whether virtual or onsite). However, in the event Client (or its staff/employees/attendees/officials) choose to forego such virtual or on-site live training session, they may opt to view a recorded live training session which includes a pre-recorded video and questions at no additional cost.
4. The foregoing notwithstanding, in the event Client hires new employees within the Term and if such new employees have missed the on-site or virtual live training session, Client may, subject to HCA’s availability, purchase additional pre-recorded online training sessions at such rates that are set forth in the Proposal, or if no rate is set forth in the Proposal, at HCA’s standard per employee/attendee rate. 

6. CONFIDENTIAL INFORMATION

1. All proprietary business information that Client provides to HCA before or during the provision of the Services (“Client Confidential Information”) shall remain strictly confidential. HCA will use Client Confidential Information only for the purposes of providing the Services provided under this Agreement. HCA will not disclose Client Confidential Information to any third parties, except that HCA may disclose Client Confidential Information to HCA’s personnel (e.g., its owners, directors, managers, officers, principals, employees, independent contractors, attorneys, accountants, financial advisers, and agents) who need to know the Client Confidential Information to assist HCA, or act on its behalf, to exercise its rights, or perform its obligations under this Agreement, or to the extent HCA must protect its legal rights, obligations to regulators, or as otherwise required by applicable law. HCA will protect the confidentiality of and take commercially reasonable steps to prevent the disclosure of Client Confidential Information and to prevent unauthorized use of Client Confidential Information, and to prevent Client Confidential Information from falling into the public domain or the possession of unauthorized persons. Client Confidential Information does not include information and documents that (i) is already and rightfully in HCA’s possession at the time of disclosure as shown by HCA’s files and records immediately prior to the time of disclosure; (ii) before or after it has been disclosed to HCA, becomes public knowledge or literature, not as a result of any action or inaction of HCA; (iii) Client approves for release; (iv) information that is disclosed by court order or upon request by a governmental authority; or (v) information that is independently developed by HCA.
2. If HCA is required by applicable law or legal process to disclose any Client Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Client of such requirements to afford Client the opportunity to seek, at Client’s sole cost and expense, a protective order or other remedy. HCA will not be required to provide such notice if doing so would, in the opinion of HCA’s counsel, constitute a violation of applicable law, or interfere with a regulatory or law enforcement investigation.        
3. Unless lawfully required to keep such information confidential for a longer period, the confidentiality obligations under this Section 6 will survive for two years following termination of this Agreement.

7. INTELLECTUAL PROPERTY. 

HCA is in the business of providing HIPAA and OSHA consulting services to third parties, and in the process of doing so, it has developed certain intellectual property that it may use in connection with performing the Services. As used herein, the term “HCA Materials” shall mean any and all discoveries, know-how, ideas, inventions (whether patentable or not), processes, software, techniques, tools, programs, data, material and other technology and information, including all tangible embodiments of any of the foregoing which is either owned by HCA or licensed to HCA, and either (i) in existence in electronic or written form or as a product on or prior to Client’s execution of the Proposal (the “Proposal Date”) or the date of renewal of the Services (the “Renewal Date”), whichever is later,; (ii) is conceived, created, developed, reduced to practice or made by or on behalf of HCA after the Proposal Date or Renewal Date, whichever is later, independently of its activities under this Agreement; and (iii) is conceived, created, developed, reduced to practice or made by HCA after the Proposal Date or Renewal Date, whichever is later, in the course of providing the Services and is a modification, adaptation, improvement, enhancement, translation or derivative work of existing HCA Materials, or new materials; provided, that such new materials are not derived in any manner from the Confidential Information of Client, do not constitute a deliverable under any Proposal, and is of the nature that such materials would ordinarily be classified as HCA Materials. Between HCA and Client, HCA shall be the sole owner of all right, title, and interest in and to the HCA Materials, whether or not identified, subject to the licenses granted pursuant to this section, including the exclusive right to make any modification, adaptation, improvement, enhancement, translation or derivative work, including in connection with providing Services for its other clients. Client agrees and acknowledges that the HCA Materials are trade secrets of HCA and are subject to the confidentiality terms set forth herein. Provided that Client keeps the HCA Materials confidential, Client may, for its own purposes, modify, adapt, or enhance the HCA Materials incorporated into the Services or any related deliverable for Client’s business purposes; provided that Client shall not: (a) share, sell, rent, lease, or otherwise distribute access to the HCA Materials, or use the HCA Materials to operate any timesharing, service bureau, or similar business; (b) alter, destroy or otherwise remove any proprietary notices within the HCA Materials; (c) violate any applicable laws, rules or regulations in connection with the Services or this Agreement; or (d) disclose the HCA Materials to any third parties without the consent of HCA. Except as expressly provided in the prior sentence, Client agrees not to decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the HCA Materials; or make any modification, adaptation, improvement, enhancement, translation or derivative work of the HCA Materials. If Client provides HCA with any suggested improvements to the HCA Materials, then that suggestion is provided as is, and Client grants HCA a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. The Parties do not wish or intend for this Agreement to act as a general restraint on competition or to otherwise prevent HCA from being able to provide similar services for other third parties (including competitors of Client) or for its own benefit. Client shall not acquire any right, title, or interest to the HCA Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement, and any goodwill associated therewith shall ensure solely to HCA, or its affiliated companies and/or its third party licensors, as applicable.

8. PUBLICITY

Client agrees that HCA may identify Client as a customer and, with Client’s prior consent, may use Client’s name and logo on its website, in testimonial content, in press releases, and in marketing materials, provided such use and display is in accordance with Client’s trademark usage guidelines provided to HCA. Client may identify HCA as a vendor in its vendor lists and press releases related to the Services for which Client has engaged HCA under this Agreement.

9. RESULTS; NOT LEGAL ADVICE

Client acknowledges and understands that Client must follow the instructions and recommendations provided by HCA in order to yield optimum results from the training and consultation sessions. Client acknowledges that the law and applicable rules and regulations are subject to change and any information provided by HCA may not be accurate or current following the date of delivery or may be subject to alternative legal interpretation. Client further understands and acknowledges that HCA is not responsible for: (i) Client and/or its staff/employees/attendees/officials not yielding the desired results; or (ii) Client being penalized by any authority (Federal or State) due to any non-compliance or wrongdoing, due to Client’s negligence or non-adherence to the instructions and recommendations provided by HCA or otherwise. Client accepts and agrees that Client shall be solely responsible for making all decisions and taking all actions related to and on behalf of its business, based on HCA’s instructions and recommendations, including ensuring compliance with all applicable laws and regulations. HCA expressly disclaims all warranties with respect to the Services, express and implied, including but not limited to any warranties that may arise from the course of dealing or usage of trade. By entering into this Agreement, Client hereby waives and covenants not to sue HCA or its owners, members, employees, contractors, attorneys, agents, representatives, and assigns for any and all claims related to the matters described herein.

NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, CLIENT

ACKNOWLEDGES AND AGREES THAT HCA IS NOT PROVIDING LEGAL ADVICE

AND CLIENT IS ADVISED TO SEEK AND CONFER WITH LEGAL COUNSEL ON ANY LEGAL AND COMPLIANCE ISSUES RELATING TO OR INVOLVING THE SERVICES.

9A. OSHA COMPLIANCE ASSURANCE GUARANTEE

For clients who purchase HCA's OSHA compliance program and maintain an active, paid compliance subscription in good standing, HCA provides the OSHA Compliance Assurance Guarantee ("Guarantee").

The Guarantee applies only if Client fully complies with all requirements established by HCA, including but not limited to:

1. Implementing the systems, policies, procedures, and recommendations provided by HCA;
2. Completing all items identified on HCA compliance checklists;
3. Reviewing and appropriately acting upon compliance updates, newsletters, alerts, and recommendations provided by HCA;
4. Completing all corrective actions, documentation updates, training requirements, and other tasks identified by HCA within the timeframes specified by HCA;
5. Following HCA's compliance guidance in Client's day-to-day operations; and
6. Maintaining accurate and verifiable written or electronic records demonstrating compliance with the foregoing requirements.

HCA shall determine eligibility for the Guarantee based upon documentation, records, communications, responsiveness, and other objectively verifiable evidence demonstrating compliance with this Section.

Client agrees to notify HCA within twenty-four (24) hours of receiving notice of any OSHA inspection, complaint, inquiry, citation, enforcement action, or other communication from OSHA relating to a potential violation and shall provide HCA a reasonable opportunity to assist in responding to such matter. Failure to notify HCA within the required twenty-four (24) hour period or failure to provide HCA a reasonable opportunity to participate in the response process shall render Client ineligible for reimbursement under this Guarantee.

If OSHA issues a monetary fine to Client despite Client's full compliance with the requirements of this Section and HCA's compliance program, HCA shall assist Client in disputing the fine.

Client shall not settle, compromise, consent to, or otherwise resolve any OSHA citation, penalty, or enforcement action for which reimbursement is sought under this Guarantee without HCA's prior written consent. Any settlement, compromise, or resolution entered into without such consent shall void eligibility for reimbursement under this Guarantee.

Any reimbursement obligation under this Guarantee shall arise only after all available administrative appeals, contests, settlement negotiations, and dispute resolution procedures have been exhausted and the OSHA citation or penalty has become final and non-appealable.

If the fine is upheld following HCA's participation in the dispute process, HCA will reimburse Client for the amount of the OSHA fine, up to a maximum amount equal to the fees actually paid by Client to HCA for OSHA compliance services during the twelve (12) months immediately preceding the OSHA inspection.

The reimbursement described herein shall be Client's sole and exclusive remedy under the Guarantee and shall not include reimbursement for legal fees, consulting fees, abatement costs, corrective-action costs, business interruption losses, lost profits, consequential damages, or any other indirect damages.

The Guarantee applies only to OSHA-issued monetary fines and does not apply to:

1. Willful, intentional, criminal, or fraudulent conduct;
2. Repeat violations;
3.  Violations arising from Client's failure to implement HCA recommendations;
4. Violations resulting from inaccurate, incomplete, or misleading information supplied by Client;
5. Employee misconduct outside of established and documented policies and procedures;
6. Citations unrelated to OSHA compliance services provided by HCA;
7. Any circumstance in which Client has failed to satisfy the requirements of this Section.

Except for the limited reimbursement obligation expressly described in this Section, all disclaimers, limitations of liability, indemnification obligations, and other provisions of this Agreement remain in full force and effect.

10. LIMITATION OF LIABILITY AND DAMAGES. 

EXCEPT FOR HCA'S EXPRESS REIMBURSEMENT OBLIGATION UNDER SECTION 9A (OSHA COMPLIANCE ASSURANCE GUARANTEE), IF CLIENT SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM HCA (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT,

MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS), HCA WILL BE LIABLE ONLY FOR THE AMOUNT OF CLIENT’S ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS) THE FEES PAID TO HCA FOR THE SPECIFIC TRAINING SERVICES GIVING RISE TO SUCH LIABILITY THAT ARE THE SUBJECT OF THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL HCA OR ITS AFFILIATES BE LIABLE FOR ANY OF THE FOLLOWING: LOST PROFITS; LOST

REVENUE; INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.  INDEMNIFICATION. 

Client agrees to assume all liability for, and defend, indemnify, and hold harmless HCA, its members, partners, owners, managers, principals, employees, attorneys, and agents, against any and all loss, liability, suits, claims, costs, damages, interest, penalties, recoveries, deficiencies, and expenses (including attorneys’ fees) to third parties arising out of or relating to: (a) violation of any applicable law or regulation arising from HCA’s provision of the Services to Client; (b) any act or omission of Client or its owners, members, partners, officers, directors, shareholders, employees, contractors, attorneys, agents, and other representatives in connection with provision of the Services or this Agreement; (c) any dispute, demand, lawsuit, audit, or investigation of the business or business or employment practices of Client, regardless of whether it pertains to the Services; (d) any information, records, files or other data that Client loads, enters into, sends or otherwise makes available to HCA and all results from processing such data, including compilations, and derivative works thereof; (e) Client’s breach of this Agreement; and (f) Client’s use of the Services, including in combination with any third party software, application, or service.

12. TERMINATION.

1. Unless otherwise specified in the Proposal, either Party may terminate this Agreement for any reason upon 30 days’ prior written notice to the other Party.
2. HCA may immediately terminate this Agreement upon written notice: (a) if Client becomes insolvent or admits its inability to pay its debts generally as they become due; (b) if Client materially breaches this Agreement and such breach is incapable of cure within 10 days of notice of the breach; (c) if, in HCA’s sole discretion, Client fails in the performance of its obligations as stated in Section 2 above; (d) if Client fails to comply with any law, regulation, court order, or other governmental request or order; or (e) to protect HCA, in its reasonable discretion, from potential legal liability or harm to its reputation or business. HCA will use commercially reasonable efforts to notify Client of the reason(s) for such termination action as soon as reasonably practicable.
3. Upon termination of the Agreement, Client is responsible for prompt payment to HCA for all fees and costs incurred through the date of termination. If this Agreement is terminated by Client under Section 12(a) or by HCA pursuant to Section 12(b), then no amounts paid to HCA will be refunded and any amounts owed but not yet paid will remaining outstanding and owing.
4. HCA will not be responsible for any loss or damages incurred by Client as a result of any termination of this Agreement.

 

13. SURVIVAL.

The rights and obligations of the Parties including, without limitation, those set forth in Sections 6 (Confidential Information), 7 (Intellectual Property), 8 (Publicity), 9 (No Guarantee of Results; Not Legal Advice), 9A, 10 (Limitation of Liability and Damages), 11 (Indemnification), and 12 (Termination), Sections 14-26, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

14. ENTIRE AGREEMENT. 

This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 

15. NOTICES.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (“Notices”) must be in writing and addressed to the other Party, with respect to HCA, at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section), and with respect to Client, at its address set forth in the Proposal. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 15.

 

Notice to HCA: 

Healthcare Compliance Associates, LLC.

Attn: Kelli Ngariki

2258 33rd Street

Springfield, OR 97477

16. SEVERABILITY. 

The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any contest, the legality, validity, and enforceability of the remainder of this Agreement shall not be affected and shall remain in full force and effect.

17. WAIVERS. 

Any of the terms set forth herein may be waived in writing only. 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.

 

18. SUCCESSORS AND ASSIGNMENT 

This Agreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors, and assigns of the Parties. Client may not assign this Agreement to a third party without the HCA’s prior written consent. HCA may assign this Agreement to any subsidiary, successor, or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of HCA.

19. RELATIONSHIP OF THE PARTIES 

The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by HCA shall be under its own control, Client being interested only in the results thereof. HCA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet Client’s final approval and shall be subject to Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

20. GOVERNING LAW

This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute shall be governed by, and construed in accordance with, the laws of the State of Oregon. Each Party hereby irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts within the jurisdiction of Lane County, Oregon for all matters and actions arising under this Agreement.

21. FORCE MAJEURE 

A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the Operational Control of the Party. A Force Majeure event does not include an act of negligence or intentional wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. A Party suffering a Force Majeure event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the event, the scope of commitments under the Agreement affected by the event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the Notice of Force Majeure Event, the Affected Party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.

22. NON-SOLICITATION

During the term of this Agreement and for a period of two (2) years after its expiration or termination, Client will not, either directly or indirectly: (i) employ or solicit for employment any person employed by HCA or any of its affiliates then or at any time within the preceding twelve (12) months with whom Client has worked in the course of performance of this Agreement; or (ii) solicit, or assist in any way in the solicitation of, business from any of HCA’s or its affiliates’ clients, either for Client’s own benefit or the benefit of anyone other than HCA, unless the business being solicited is not competitive with the services or products provided by HCA or its affiliates.

23. INCORPORATION. [1]

All documents, schedules, and exhibits referred to in this Agreement are incorporated by reference. All references herein to a “Section” or “Sections” shall be deemed to refer to the applicable section or sections of this Agreement.

24. MODIFICATIONS

HCA may modify or amend this Agreement at its discretion and such modifications will become effective upon the next Extension. The current version of this Agreement shall be posted at www.OshaHipaaTraining.com, or such other web page determined by HCA. The foregoing notwithstanding, if HCA, in its reasonable discretion, believes any modification or amendment to this Agreement is necessary in order to comply with applicable law, then such modification or amendment shall become effective immediately.

 

25. ARBITRATION

Any dispute arising under this Agreement shall be submitted to, and heard and determined by, the Arbitration Service of Portland, or by another arbitrator mutually agreed upon by the Parties to the dispute. The determination of the arbitrator shall be binding upon the Parties, and judgment upon the award rendered may be entered in any court having jurisdiction. All expense in connection with the arbitration shall be paid equally by the Parties to the dispute.   

26. ATTORNEY FEES

If any suit, action or other proceeding to enforce or interpret this Agreement, or to enforce creditor’s rights relating to any issue peculiar to federal bankruptcy law, the non-prevailing Party shall pay the prevailing Party, whether or not the matter proceeds to final judgment or decree, in addition to costs and disbursements allowed by law or by the arbitrator, such sum as the court, arbitrator or other adjudicator may adjudge reasonable as an attorneys’ fees in such suit, action or other proceeding, and in any appeal thereof or therefrom. Such sum shall include an amount estimated by the court, arbitrator or adjudicator, as the reasonable costs and fees to be incurred by the prevailing Party in collecting any monetary judgment or award or otherwise enforcing each award, order, judgment or decree entered in such suit, action or other proceeding.

[1] Since this Agreement is not actually signed, you do not need this provision. However, you will want to be sure that these Terms and Conditions are incorporated into your Proposal and that Client’s acceptance of the Proposal is also an acceptance of these Terms and Conditions.