08 - Medicare Ground Ambulanca Data Collection Survey

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PUBLIC City ofTaris EMS COON � �� P"'I" �` ��1� 41edicare Ground Ambulance Data Collection Services 8. Relationship of the Parties a. The parties agree that CONTRACTOR is an independent contractor, and that neither it nor any of its employees is an employee of PROVIDER, nor are the parties hereto en- gaged in a joint enterprise of any kind. b. CONTRACTOR shall secure and maintain all insurance, licenses, and/or permits neces- sary to perform the Contracted Services. CONTRACTOR shall pay all applicable state and federal taxes including unemployment insurance, social security taxes, and state and federal withholding taxes. CONTRACTOR understands that neither it nor its employees will be eligible for benefits or privileges provided by PROVIDER to its employees. PRO- VIDER will deliver to CONTRACTOR statements of income at the end of each tax year consistent with its independent contractor status. C. Except as maybe otherwise provided in this AGREEMENT, CONTRACTOR has com- plete and exclusive authority over the means and methods of performing the Contracted Services, need not adhere to policies and procedures applicable to PROVIDER employ- ees, and may perform the Contracted Services according to its own schedule at its own offices or at any other location. CONTRACTOR shall hire its own employees, use its own tools and equipment, and purchase its own supplies. d. CONTRACTOR has no authority to and shall not purport to bind, represent, or speak for PROVIDER or otherwise incur any obligation on behalf of PROVIDER for any purpose unless expressly authorized by PROVIDER. 9. Record Maintenance With respect to all records of any kind that CONTRACTOR acquires or creates for purposes of performing the Contracted Services, CONTRACTOR shall not knowingly destroy records that are required to be preserved by law and shall maintain project records in an orderly manner. 10. Assignment This AGREEMENT may not be assigned by either party without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this AGREEMENT may be assigned by either party: (i) to one of its affiliates or sub- sidiaries; or (ii) in connection with a' merger, consolidation, or sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the parry to which this AGREEMENT relates. 11. Proprietary or Confidential Information For purposes of fulfilling its obligations under this AGREEMENT, one party ("Disclosing Party") may convey to the other party ("Receiving Party") information that is considered proprie- tary and confidential to the Disclosing Parry. a. "Proprietary or Confidential Information" is defined as information — including but not limited to trade secrets, strategies, financial information, sales information, pricing information, operational techniques, software, processes, strategies, procedures, plans, know-how, ideas, inventions, and intellectual property — that (i) reasonably would be considered confidential and proprietary notwithstanding the absence of any designation; (ii) has not previously been published or otherwise disclosed by the Disclosing Party to Paae 3