EIRMC 14-15 Speech - Laserfiche WebLink

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9. INSURANCE: EIRMC shall obtain and maintain general and professional liability insurance in the amount of at least One Million Dollars (S 1,000,000.00). The amount indicated in this section shall be maintained by EIRMC during the term of the Agreement. 10. INDEMNIFICATION: The parties hereto hereby indemnifo and hold harmless each other from and against any loss, claim, damage, liability or expense including attomey's fees and court costs incurred by or resulting to the other party either directly or indirectly by reason ofany breach, nonfulfillment or default in the performance ofany ofthe provisions of this A$eement. I l. INDEPENDENT CONTRACTOR STATUS: EIRMC is and shall be an independent contractor. Nothing herein contained in this Agreement shall be construed so as to create a employer/employee relationship, a partnership orjoint venture and neither party hereto shall be liable for the debts or obligations of the other. No employee of EIRMC shall be deemed to be an employee of SD 93. SD 93 shall not have the power to hire or fire EIRMC employees and except as expressly provided herein, SD 93 shatl not control or have access to EIRMC funds or the expenditure thereofor in any way exercise dominion or control over EIRMC's business. 12. ASSIGNMENT: This is a contract for professional and specialized services and shall not be assigned by SD 93 to anyone acting on behalf of SD 93 in any mamer or by operation of law. 13. COVENANT NOT TO COMPETE: SD 93 acknowledges that the speech therapists provided by EIRMC pursrumt to this Agreement have been recruited, trained and placed at a significant expense to EIRMC. As such, EIRMC has a compelling interest in maintaining its relationship with each speech therapist. Therefore, SD 93 agrees that it shall not, during the term of this Agreement, and any renewals thereof, and for a period of one ( 1) year following cessation of the Agreement, directly or indirectly, or both others, impair or initiate ary attempt to impair the relationship or expectancy of a continuing relationship between the speech therapists and EIRMC. SD 93 shall not make any offers of contracts of full or pa(-time employment for services with EIRMC speech therapists, nor shall SD 93 participate in the actions ofother individuals or entities offering such without the prior written approval of EIRMC. 14. MODIFICATION OF AGREEMENT: This Agreement contains the entire understanding of the parties and shall be modified only by an instrument in writing signed on behalf of each party hereto. 15. GOVERNING LAW: This Agreement is made in the State of Idaho and shall be construed, interpreted and govemed by the laws of the State ofldaho. 16. NOTICES: Any notices required or permitted hereunder shall be sufficiently given if sent by certified mail, postage prepaid or personally delivered, addressed or delivered as AGREEMENT - 3