• Independent Contractor Agreement

    This Independent Contractor Agreement (“Agreement”), is made this 09/09/2020 between, Reza Danesh, MD, Inc. dba MODO hereinafter referred to as “MODO”, and the below signed hereinafter referred to as “Independent Contractor”, collectively referred to as the “Parties”.

    Recitals

    MODO is engaged in the provision of medical services on a mobile and on-call basis either via use of a van owned by the entity or by way of “house calls”.

    Independent Contractor is a licensed medical practitioner engaged in providing medical services on an on-call basis.

    Independent Contractor represents that he or she has complied with all Federal, State, and local laws regarding licensure, business permits, sales permits, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. The Scope of Work is attached hereto as Exhibit “A”.

    Independent Contractor is or remains open to providing medical services, other than on a mobile or on-call basis, for entities other than MODO.

    MODO desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for MODO and is willing to do so on the terms and conditions set forth below.

    NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

    Agreement

    STATUS OF INDEPENDENT CONTRACTOR

    1. This Agreement does not constitute a hiring by either party. It is the parties’ intention that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Workers’ Compensation Insurance Code 401(k) and other benefit payments and third party liability claims. Independent Contractor shall retain sole and absolute discretion in the manner, method and means of carrying out their activities and performing the Scope of Work under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and MODO shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of MODO, ostensibly or otherwise, nor bind MODO in any manner, unless specifically authorized to do so in writing.

    TASKS, DUTIES, AND SCOPE OF WORK

    2. Independent Contractor agrees to perform on an on-call and/or mobile basis, medical services to patients and customers of MODO and to devote as much time, attention, and energy as necessary to complete or achieve the Scope of Work, which is identified as Exhibit A hereto and incorporated by reference to this Agreement.

    3. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement.

    4. Independent Contractor shall be responsible and report to Dr. Reza Danesh, the principal of MODO, but Independent Contractor will not be required to follow or establish a regular or daily work schedule.

    5. Dr. Danesh, on behalf of MODO, retains the right to inspect, stop, or alter the work of Independent Contractor to assure conformity with this Agreement.

    6. Without limiting the Scope of Work described in Exhibit A, the Independent Contractor shall:

    Perform the Scope of Work set forth in Exhibit A. However, if a conflict exists between this Agreement and any term in Exhibit A, the terms in this Agreement will control;
    Devote as much productive time, energy, and ability to the performance of the duties under this Agreement as may be necessary to provide the services to the customer in a timely and productive manner;
    Perform the work in a safe, good, and workmanlike manner using at all times adequate equipment in good working order;
    Communicate with MODO about the work;
    Communicate to MODO if any MODO supplied tools, equipment, and supplies required to perform the work, are not in good working order.

    7. Legal Compliance. The Independent Contractor shall perform the Scope of Work in accordance with the highest standards prevailing in the medical industry, and in accordance with all applicable laws, codes, statutes, rules, or regulations. The Contractor shall obtain all permits or permissions required to comply with those standards, laws, codes, statutes, rules, or regulations.

    8. Any change to the Scope of Work shall be made in writing by MODO.

    9. MODO shall have the option, in its sole discretion, to establish relationships with other persons or entities for services similar to those described herein, unless stated otherwise.

    10. Independent Contractor shall not have the authority to substitute any employees, agents, subagents or experts for Independent Contractor’s own time, effort, and work in performing the Scope of Work.

    COMPENSATION, COSTS, EXPENSES

    11. Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as set forth in Exhibit B unless as otherwise mutually agreed upon by the Parties in writing.

    12. Such compensation shall become due and payable to Independent Contractor upon receiving appropriate documentation of the services performed, in a manner compliant with all laws, codes, statutes, rules or regulations, including specifically HIPAA, and shall be paid no later than thirty (30) calendar days after submission, unless MODO disputes the scope of services provided in writing.

    13. Independent Contractor shall bear all its own costs and expenses, such as mileage and uniforms, except as otherwise specifically authorized in advance in writing by MODO. Independent Contractor shall also be responsible for payment of all levies and taxes applicable to Independent Contractor’s services and shall promptly advise MODO of all relevant levies and taxes to which payments made to Independent Contractor are subject. Furthermore, Independent Contractor shall indemnify and hold MODO harmless in connection with any and all investigations, sanctions or inconveniences arising out of or related to Independent Contractor’s payment of, or failure to pay, all relevant levies, taxes, fees, costs and expenses relating to Independent Contractor’s services and work. The Independent Contractor specifically agrees that it has no claim against MODO under this Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

    14. No Payments in Certain Circumstances. No payment for work will be made to the Independent Contractor under any of the following circumstances:

    if prohibited under applicable government law, code, statute, regulation, or policy;
    if the Independent Contractor did not directly perform or complete the Scope of Work described in Exhibit A;
    if the work is performed or occurred after the expiration or termination of the Term or sthis Agreement, unless otherwise agreed in writing.

    15. No Other Compensation. The compensation set out above and in Exhibit B will be the Contractor’s sole compensation under this Agreement.

    NOTICE CONCERNING WITHHOLDING OF TAXES

    16. Independent Contractor recognizes and understands that he or she will receive an IRS 1099 statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify MODO and Dr. Reza Danesh for any damages or expenses, including attorney’s fees, and legal expenses, incurred by MODO or Dr. Reza Danesh as a result of Independent Contractor’s failure to make such required payments.

    AGREEMENT TO WAIVE RIGHTS TO BENEFITS

    17. Independent Contractor hereby waives and foregoes the right to receive any benefits, including, but not limited to, health benefits, vacation and sick leave benefits, and profit sharing plans, such as 401(k) plans. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to MODO, and is effective for the entire duration of Independent Contractor’s agreement with MODO. This waiver is effective independently of Independent Contractor’s employment status as adjudged for taxation purposes or for any other purpose.

    TERM AND TERMINATION

    18. Term. This Agreement will become effective on the date first listed above, or if no date is listed, on the date it is signed by the last party to sign it (as indicated by the date associated with that party’s signature), which shall be deemed the Effective Date of this Agreement.

    19. Unless terminated earlier in accordance with the terms herein, this Agreement will continue for a period of twelve (12) months.

    20. Termination. This Agreement may be terminated:

    by either party giving written notice ten (10) days prior to the termination date (or with an agreed upon termination date);
    by mutual consent;
    by either party for a material breach of any provision of this Agreement by the other party, if the other party’s material breach is not or cannot be cured within ten (10) days of receipt of written notice of the breach;
    by MODO if MODO has ended operations and closed for business;
    by the MODO at any time and without prior notice, if the Independent Contractor is convicted of a felony, fails or refuses to comply with the written policies or reasonable directives of MODO or Dr. Danesh, or is guilty of serious misconduct in connection with performance under this Agreement; or
    automatically, on the death or voluntary or non-voluntary dissolution of the Independent Contractor.

    NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION

    21. Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor’s agreement with MODO, proprietary information about MODO, its operations, clientele, or any other proprietary information that relate to the business of MODO including, but not limited to, the names of its clients and customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of MODO, whether or not identified as proprietary information. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of MODO. Independent Contractor understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement.

    22. MODO owns certain intellectual property that relates to MODO’s provision of mobile medical services including ideas, products, or research and development, and the like. These belong to MODO.

    23. The Independent Contractor has no right or interest in any work or product or intellectual property or any of the documents, reports, service vehicles, business plans or other materials used by MODO, other than as specifically described herein.

    24. Medical records of patients shall be treated as strictly confidential and Independent Contractor shall not

    25. Use of Trademarks. The Independent Contractor may use MODO’s service marks, trademarks, and trade names (if any) (collectively, the “MODO Marks”) in connection with the performance of the Scope of Work. Any goodwill received from this use will accrue to the MODO, which will remain the sole owner of the MODO Marks. The Independent Contractor may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair MODO’s interest in the MODO Marks. The Independent Contractor may not cause diminishment of value of the MODO Marks through any act or representation. The Independent Contractor may not apply for, acquire, or claim any interest in any MODO Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this Agreement, the Independent Contractor will have no further right to use the MODO Marks, unless the MODO provides written approval for each such use.

    26. Confidentiality. During the Term, the Independent Contractor will have access to or receive certain information of or about the MODO and MODO’s customers and clients that the MODO designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Independent Contractor (“Confidential Information”). Confidential Information includes both customer health information and health history, as well as information relating to MODO or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, employees, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Independent Contractor will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill his obligations in this Agreement. In addition, the Independent Contractor shall use due care and diligence to prevent the unauthorized use or disclosure of such information.

    27. Exceptions to Confidentiality. The obligations and restrictions in Paragraphs 21 to 25 do not apply to that part of the Confidential Information that:

    was or becomes generally publicly available other than as a result of a disclosure by the Independent Contractor in violation of this Agreement;
    was or becomes available to the Independent Contractor on a non-confidential basis before its disclosure to the Independent Contractor by MODO, but only if:

    the source of such information is not bound by a confidentiality agreement with MODO or is not otherwise prohibited from transmitting the information to the Independent Contractor by a contractual, legal, fiduciary, or other obligation; and
    the Independent Contractor provides MODO with written notice of his prior possession either (I) before the Effective Date of this Agreement or (II) if the Independent Contractor later becomes aware (through disclosure to the Independent Contractor) of any aspect of the Confidential Information as to which the Independent Contractor had prior possession, promptly on the Independent Contractor so becoming aware;

    3. is legally compelled by subpoena, or is required by a regulatory body, to be disclosed. However, the Independent Contractor shall:

    i. provide MODO with prompt notice of these requests or requirements before making a disclosure so that MODO may seek an appropriate protective order or other appropriate remedy; and

    ii. provide reasonable assistance to MODO in obtaining any protective order.

    If a protective order or other remedy is not obtained or MODO grants a waiver under this Agreement, the Independent Contractor may furnish that portion and only that portion of the Confidential Information that, in the written opinion of counsel reasonably acceptable to MODO, the Independent Contractor is legally compelled or otherwise required to disclose. However, the Independent Contractor shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or

    4. was developed by the Independent Contractor independently without breach of this Agreement.

    28. Obligation to Maintain Confidentiality. At all times during the work with MODO, the Independent Contractor shall hold in strictest confidence, and not use, except for the benefit of MODO, or to disclose to any person, firm, or corporation without the prior written authorization of the shareholder, officer and director of the MODO entity, any of MODO’s Confidential Information.

    29. In the event of a breach of confidentiality, MODO may seek (and may be entitled to) specific performance and injunctive or other equitable relief as a remedy.

    NON-SOLICITATION COVENANT

    30. Independent Contractor shall not, during the Agreement and for a period of one year immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of MODO on whom Independent Contractor called or became acquainted with during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization.

    RETURN OF PROPERTY

    31. On termination of this Agreement, or whenever requested by the Parties, each party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, forms, equipment, tools, documents, plans, recordings, uniforms, software, and all related records or accounting ledgers.

    LEGAL COMPLIANCE

    32. Independent Contractor is encouraged to treat all MODO members, customers, business partners and other affiliates with respect and responsibility. Independent Contractor is required to comply with all laws, ethical codes and MODO policies, procedures, rules or regulations, including those forbidding sexual harassment, discrimination, and unfair business practices.

    NOTICES

    33. Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email, if the email is acknowledged as having been received. Notices delivered personally, or via facsimile shall be deemed received as of actual receipt; mailed and couriered notices shall be deemed received four (4) days after mailing.

    34. A notice is effective if it complies with paragraph 32 and sent to the address contained herein, addressed as follows:

    If to MODO: PO BOX 791846, PAIA, HAWAII 96779

    With a copy to counsel:

    Keri C. Mehling

    McKeon Sheldon Mehling LLLC

    2145 Kaohu Street, Suite 203

    Wailuku, HI 96793

    keri@msmhawaii.com

    If to the Independent Contractor:

    ATTORNEY’S FEES AND COSTS

    35. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements incurred both before or after judgment in addition to any other relief to which such party may be entitled.

    MEDIATION AND ARBITRATION

    36. Any controversy between the parties to this Agreement, in any way involving or related to this Agreement, the construction or application of any of the terms, provisions, or conditions of this Agreement shall be submitted first to mediation and the Parties shall in good faith attempt to resolve the controversy through mediation. In the event mediation is unsuccessful, the Parties or either of them shall submit the controversy to Arbitration. Said Arbitration shall comply with and be governed by the provisions of Dispute Prevention and Resolution Inc., unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party, unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide.

    INDEMNIFICATION

    37. Independent Contractor shall defend, indemnify, hold harmless, and insure MODO from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Independent Contractor’s part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Independent Contractor. Independent Contractor shall name MODO as an additional insured on all related insurance policies including any general liability policy. The insurance coverage afforded under these policies shall be primary and not create any contribution obligations to any insurance carried independently by MODO. Such amendatory riders or endorsements shall indicate, concerning the Indemnities, that there shall be severability of interests under such insurance policies for all coverages provided under such insurance policies.

    The Independent Contractor shall include the following as an additional insured by causing amendatory riders or endorsements to be attached to the insurance policies described herein:
    REZA DANESH, MD, INC. dba MODO; and
    Dr. REZA DANESH, individually

    38. At all times Contractor shall carry and maintain in full force and effect, at its sole expense, the following insurance policies with insurance companies having an A.M. Best & Co. rating of A or better and admitted to do business in the State of Hawaii. Such policies shall include a provision requiring a minimum of 30 days’ notice to MODO of any change or cancellation:

    Comprehensive General Liability insurance in an amount of One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) in the aggregate, including the following coverages: covering personal injury, bodily injury, death, property damage; or
    Professional Liability Insurance in the amount of at least One Million Dollars ($1,000,000.00), Two Million Dollars ($2,000,000.00) in the aggregate, for each professional incident to be paid entirely by the Independent Contractor at no charge to MODO, covering personal injury, bodily injury, death and property damages, said coverage to be maintained until the expiration of all statutes of limitation;
    Vehicle Insurance in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00), covering personal injury, bodily injury, death and property damages, said coverage to be maintained until the expiration of all statutes of limitations.

    39. Independent Contractor shall defend, indemnify, hold harmless, and insure MODO, its offers, directors and shareholders, guests, invitees, agents and/or employees (“Indemnities”) from and against any and all claims, damages, losses, expenses or liability resulting from or arising out of, performance of the work, acts of the Independent Contractor, and any negligence or misconduct on Independent Contractor’s part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Independent Contractor.

    40. The duty to defend under this Section is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Independent Contractor or any Indemnified Party. The duty to defend arises immediately upon presentation of a Claim by any party and written notice of such Claim being provided to Independent Contractor. Independent Contractor’s obligation to indemnify and defend under this Section will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the Indemnitee for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.

    41. If any word, clause or provision of this Section is determined not to be in compliance with applicable Hawaii law, including any amendments thereto, it shall be stricken and the remaining words, clauses and provisions shall remain in full force and effect.

    42. Furthermore, this Indemnification is in addition to and not in lieu of common law indemnification to which the Indemnity is entitled.

    43. The provisions of this Section shall survive termination of this Agreement, as provided herein.

    44. Executed copies of such policies of insurance or certificates thereof shall be delivered to MODO within ten (10) days after the signing of this Agreement and, thereafter, executed copies of renewal policies or certificates thereof shall be delivered to MODO within thirty (30) days prior to the expiration of the term of each such policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Independent Contractor in like manner and to like extent. Independent Contractor will give to MODO twenty (20) days’ notice in advance of any cancellation, lapse, reduction in the amount of coverage or other adverse change respecting such insurance. If Independent Contractor fails to procure any such policy of insurance, or to deliver any such policy or certificate, MODO may, at its option, procure such policy for the account of Independent Contractor, and the cost thereof shall be deducted from any amounts payable to Independent Contractor.

    45. At all times after the effective date of this Agreement, the Independent Contractor shall indemnify the MODO from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that MODO may incur and that arise from:

    the Independent Contractor’s gross negligence or willful misconduct arising from the Independent Contractor’s carrying out of the Scope of Work and his obligations under this Agreement;
    the Independent Contractor’s breach of any of his obligations or representations under this Agreement; or
    the Independent Contractor’s breach of his express representation that he is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Independent Contractor is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Independent Contractor’s own actions, the Independent Contractor will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Independent Contractor or MODO resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Independent Contractor’s earnings if the Independent Contractor had been on the MODO’s payroll and employed as a MODO employee
    Indemnity of Independent Contractor by MODO. At all times after the effective date of this Agreement, MODO shall indemnify the Independent Contractor from all Claims that the Independent Contractor may incur arising from, MODO’s operation of its business; MODO’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or MODO’s breach of any of its obligations or representations under this Agreement. However, MODO is not obligated to indemnify the Independent Contractor if any of these Claims result from the Independent Contractor’s own actions or inactions.

    CONTAINMENT OF ENTIRE AGREEMENT

    46. Independent Contractor has read, understands, and agrees to the terms of the MODO Independent Contactor Policies and Procedures and any revisions and or amendments thereto.

    47. This Agreement is an independent document and supersedes any and all other agreements, either oral or in writing, between the parties hereto, except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements and the MODO Independent Contractor Policies and Procedures to the extent that these terms are not in conflict with those set forth herein.

    REPRESENTATION

    48. Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.

    PARTIAL INVALIDITY

    49. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

    GOVERNING LAW AND JURISDICTION

    50. This Agreement shall be governed by, and construed under, the laws of the State of Hawaii without giving affect to its conflicts of law principles.

    51. Choice of Forum. Both parties consent to the personal jurisdiction in the State of Hawaii, County of Maui in the Second Circuit Court.

    ASSIGNMENT AND DELEGATION

    52. No Assignment. Neither party may assign any of its rights under this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection.

    53. No Delegation. Neither party may delegate any performance under this Agreement, except with the prior written consent of the other party.

    54. Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void ab initio.

    SEVERABILITY

    55. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.

    WAIVER

    56. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

    ENTIRE AGREEMENT

    57. This Agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.

    HEADINGS

    58. The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.

    MERGER

    59. The merger or consolidation of the MODO into or with any other entity shall not terminate this Agreement.

    AUTHORITY

    60. The parties agree and represent that they have the authority to enter into this Agreement and to bind the entity for which they are executing this Agreement.

    COUNTERPARTS

    61. This Agreement may be executed in separate counterparts (including by means of facsimile or portable document format (PDF)), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

    IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. By signing electronically below you agree to the above terms and conditions. Completion and submission of this form is not legally binding until MODO MD selected official and/or REZA DANESH, MD, INC. formally sign this agreement.

    REZA DANESH, MD, INC.

    Reza Danesh, MD Its: President

    COMPENSATION

    Compensation during active service. For Services rendered under this Agreement:

    1. MODO shall pay the Independent Contractor as follows:

    2. Compensation is to be paid monthly. This compensation structure will remain in effect as long as MODO is actively utilizing the services of the Independent Contractor or until the expiration of the Term of the Agreement. Compensation based on revenue generated from the 21st of one month to the 20th the next calendar month will be paid on the 10th day of the following month. (For example, work performed January 19 would be paid on February 10.)

    3. Compensation following termination of the Agreement. Following the termination of this Agreement, other than for Independent Contractor’s breach, misconduct or for cause, MODO shall pay the Independent Contractor all amounts owing under this Exhibit on the last day of the month in the month following the termination of the Agreement.