Applicants: Registration online will indicate agreement to terms.

PROVIDER AGREEMENT

(For: Verified Member, Group Member, Group Administrator)

OnlineClinics.com (AKA: TherapistOnline.org) 

Mailing: POB 460 Bogota NJ 07603 USA  

Fax: 201 692 8507   Toll free: 1-877-375-7287

Registration agreement for the following options:

A. Private practice __   B. Group Member __   C. Group Administrator __

AGREEMENT made as of the latest date set forth at the end hereof, by and between OnlineClinics.com (AKA: TherapistOnline.Org., Inc., and: iFeel.com), an internet health care information and marketing service and corporation duly organized under the laws of the State of Delaware, hereinafter designated as "the Corporation", with a principal mailing address at: POB 460 Bogota, New Jersey 07603 USA, and: ________________________________  hereinafter designated the "Provider", residing at:
__________________________________________________________________ 

W I T N E S S E T H:

WHEREAS, the Corporation is in the business of providing to health and mental health professionals a vehicle for informing the public about their professional services and marketing their professional services to the public primarily through company web site and Provider's self-managed website and;

WHEREAS, the Corporation is engaged in assisting health and mental health professionals in the marketing of their services to consumers and in maintaining on its site, and in the ClinicianDirectory.com (CDC) a list of affiliated Providers who are private practitioners and facilities licensed to provide health or mental health services; and

WHEREAS, the Corporation is engaged in providing to Providers telephone lines and self managed internet site(s) with e-mail for communications between consumers and Providers, including professional health and mental health services through such media as offered by Providers and accepted by consumers; and

WHEREAS, the Corporation is engaged in providing to Providers a link to a secure internet site for independent processing of credit card and/or insurance claim payment for professional services given by Providers, if such optional features were selected and used; and

WHEREAS, it is in the interest of the parties that the terms and conditions of the affiliation of Provider with the Corporation be specified;

NOW, THEREFORE, it is agreed as follows:

1. Services Provided By and Obligations of the Corporation: (a) The Corporation shall provide the following on behalf of Provider:
(i) Maintenance and advertising of an Internet website that provides information about counseling, including telephone and e-mail counseling, to the public, and that serves as a vehicle for the provision of information about health and mental health services offered by individual affiliated Providers to the public;
(ii) Provision to consumers and Providers of telephone lines and an internet web site with e-mail for the exchange of communications between consumers and Providers, including professional health and mental health services or counseling as offered by Providers and accepted by consumers;
(iii) Provision to Providers of a link to a secure internet site for the Provider to independently process payment by consumers for telephone and online professional services rendered by Providers; and
(iv) Maintenance of a list of affiliated Providers and their professional resumes and other information to be made available to consumers upon request and on the ClinicianDirectory.com (CDC).
(b) The Corporation does not represent that Providers will receive a minimum or specific number of inquiries about their services, if any. This Agreement is non-exclusive and other Providers in the geographical and/or practice areas of the Provider who meet the specified objective criteria of the Corporation, as set forth below, shall also be invited and permitted to retain the services of the Corporation. A complete list of Providers in the consumer's geographical area or requested practice area will be provided to consumers upon request and listed on the CDC.
(c) Provider agrees and understands that the Corporation is neither a treatment organization nor a provider, directly or indirectly, of clinical or professional healthcare services.
(d) It is the intention of the Corporation, on behalf of its Providers, to provide consumers with information about internet and telephone counseling, including the extent to which such practices are governed or limited by appropriate insurers, health and mental health professions, and state and federal laws and regulations.
(e) The submission of this agreement to Provider by any representative or agent of the Corporation for examination or execution by Provider does not constitute an option or offer to purchase the services described herein. This agreement shall become effective and be binding on Corporation only after Provider signs a copy of this Agreement and, together with Provider's initial payment, delivers the same to Corporation and Provider receives a copy of this agreement signed by an officer of Corporation indicating the Corporation's acceptance.

2. Fees of the Corporation: (a) Fees payable by the Provider to the Corporation are set forth in Schedule A and shall be subject to change at the sole discretion of the Corporation upon one (1) month written notice of such change to the Provider. Fees payable by the Provider to the Corporation are not subject to refund because of any interruptions in online or telephone services that may occur.
(b) An itemized statement of fees due to the Corporation shall be provided to the Provider at the end of each calendar month and/or available in the Provider's account online, and shall be due and payable immediately.
(c) Provider agrees to pay all fees due to the Corporation within five (5) calendar days following the due date after which the Provider shall be considered to be in default. Should Provider default in the payment of any sum of money hereunder or default in the performance of any of its other obligations under this agreement, and then in such event, the Corporation, at its option, may, upon written notice thereof, terminate this agreement and any other agreement it has with the Provider.
(d) Fees of the Corporation are in no way whatsoever based on or related to the number of inquires or referrals received by Providers nor on the income received by Providers from such inquiries or referrals. The Provider and the Corporation warrant that an arms-length negotiation has been conducted in order to determine a fair market value for the services provided by the Corporation to the Provider.

3. Fees of the Provider: (a) Provider shall be solely responsible for preparing and providing to clients who so request any statements for professional services rendered by telephone or online by Provider to clients. (b) Provider shall be solely responsible for preparing, processing and submitting statements and insurance claim forms to third party payers that may be necessary for reimbursement or payment by such payers. Provider acknowledges that the Corporation has no responsibility whatsoever for filing for insurance reimbursement or for payments sought by Providers or their clients from insurers and that the Corporation makes no representations regarding the eligibility of professional services rendered by telephone or online for reimbursement or payment.
(c) The Provider represents that all of his/her billing practices in connection with services rendered to clients, shall be true, fair and correct, and in compliance with all applicable laws, regulations, and policies of third-party payers, if any.

4. Representations and Covenants of the Provider: Provider makes the following representations and covenants, which shall be considered continuing representations and covenants during and throughout the term of this Agreement, any change in which shall immediately be communicated to the Corporation by the Provider in writing, and in such event, the Corporation may, at its option, upon written notice thereof, terminate this Agreement and any other agreement it has with the Provider.
(i) Provider represents that he/she is qualified and able to provide professional quality health or mental health services to clients referred to Provider.
(ii) The Provider shall remain at all times during the term hereof, licensed or certified to practice in an unrestricted capacity in all states where treating clients. Provider agrees to treat clients by means of telephone or online communications only in cases where Provider is licensed or certified in the State in which the client resides. In rare cases, where no local alternative exist, limits and legal risks involved with out of state consults online should be fully explained to clients who must always sign Informed Consent to service.
(iii) During the effective term of this Agreement Provider will conduct him/herself professionally in accordance with the ethical principles and code of the profession of the Provider, and with all other relevant professional standards, such as EthicsCode.com and other relevant recommendations. Provider will promptly notify the Corporation if he/she is found guilty of violation of an ethics code by a professional ethics body.
(iv) During the term of this Agreement and thereafter until the expiration of the Statute of Limitations on malpractice in the State(s) in which the Provider is licensed (if Provider is licensed in more than one state, then the longest of the Statute of Limitations shall apply), Provider agrees to carry Professional Liability Insurance coverage of one million dollars ($1,000,000.00) for each claim with an aggregate maximum limit of three million dollars ($3,000,000.00) of liability per policy year. If the carrier of Provider's coverage allows for specific inclusion of professional services rendered by telephone or the internet, then Provider agrees to apply for and obtain such coverage as and as soon as available. Provider agrees to promptly notify the Corporation of any cancellation, reduction or other material change in the amount or scope of malpractice coverage or in the event of any malpractice lawsuit filed against the Provider. In the event Provider maintains a "claims-made" policy, Provider shall purchase an insurance "tail" to cover claims made against Provider after the termination of this Agreement, but relating to occurrences prior to such termination.
(v) Provider agrees to promptly notify the Corporation if he/she is found guilty of unprofessional conduct, placed on probation, reprimanded, fined or has his/her practice restricted by any governmental agency that regulates or disciplines health professionals.
(vi) The Provider will immediately notify the Corporation of any restrictions to the Provider's license or certification and will strictly abide by such.
(vii) The Provider will promptly and fully cooperate with the Corporation in having the professional credentials of the Provider, prior to the commencement of this Agreement and thereafter periodically as requested by the Corporation, verified by HSP Verified, Inc. or any other credentialing service designated by the Corporation, including but not limited to the Provider requesting, paying for, and forwarding to the Corporation and/or HSP Verified, Inc. or other credentialing service, a report of Provider's National Practitioner Data Bank file, if any.
(viii) Provider shall remove from his/her website any material which, in the sole discretion of the Corporation, is inappropriate or inaccurate. The Provider will display current service rates and only accurate information on their public, self-managed web page(s). Provider will be responsible to keep all account information, including contact data, e-mail address, telephone extension, service rates and availability up dated in order to avoid posting of misleading information.

5. Reports of Provider: Provider is required to complete Registration Application online prior to signing this Agreement, and periodically renew as requested by the Corporation policy. Provider may be asked, and if so, shall file a statistical report twice a year, on July 15th and January 15th, regarding the number of clients referred through the Corporation for initial consultation, the number seen for therapy in office and online, if any, the means of communication with clients (i.e., telephone consults, internet consults, or face-to-face therapy) the general diagnoses, types of treatment provided and number of sessions during the reporting period as well as any other statistical data the Corporation may deem necessary for statistical analysis, quality control and marketing. Personally identifiable or otherwise confidential data shall not be provided by the Provider to the Corporation.

6. Relationship of Parties: (a) It is understood and agreed that each party to this Agreement, together with its agents and employees, is at all times acting as an independent contractor and that neither has any expressed or implied authority to assume or create any obligation or responsibility on behalf of or in the name of the other party. It is understood that Provider is solely and exclusively responsible for any professional services rendered to clients who learn of and/or are treated by the Provider through means provided by the Corporation.
(b) It is understood by Provider that the Corporation makes no representations to the Provider regarding the advisability, whether in general or in particular instances, of providing professional services to clients by alternative means such as by telephone or online or by traditional means, and that the Provider assumes sole responsibility for the choice of the means of providing professional services, including with the knowledge that provision of services by alternative methods is an area of practice about which legal, regulatory and ethical authorities have expressed reservations and recommendations.
(c) It is understood that Provider is not an employee of the Corporation and that Provider shall be solely responsible for the payment of all sums due any governmental authority as a result of receipt of any sums paid to Provider pursuant to this Agreement, including without limitation, any and all Federal, State and City income taxes, estimated taxes, and insurances, including Social Security, disability, and unemployment; Provider agrees to indemnify and hold harmless the Corporation against any claim by any such governmental authority for the payment of such sums to Provider by the Corporation.

7. Term and Termination: (a) This Agreement shall commence upon the execution hereof by all parties hereto, shall be for a term of one (1) year thereafter, and shall be automatically renewed for successive one (1) year terms thereafter, unless and until either party terminates this Agreement. Either party may terminate this Agreement without cause on thirty (30) days written notice to the other party.
(b) This Agreement will automatically terminate on the date that Provider ceases to be licensed, insured or privileged to engage in independent professional practice or upon the failure of the Provider.
(c) Termination shall have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of such termination.

8. Termination for Cause: The Corporation reserves the right to remove any Provider as an affiliate and to immediately terminate this Agreement in the event of:
(i) loss or suspension of professional licensure;
(ii) suspension or loss of DEA number;
(iii) conviction of a misdemeanor involving moral turpitude or of a felony;
(iii) disciplinary action taken by any professional or governmental body;
(iv) any failure to adhere to the requirements and responsibilities contained in this Agreement;
(v) documented complaints to the Corporation made by at least three individuals;
(vi) omissions or false statements made in the Provider Application;
(vii) any failure to maintain insurance required hereunder; or
(vii) any failure to practice in good faith or to maintain a reasonable standard of care, as determined at the sole discretion of the Corporation.

9. Confidentiality and Non-Solicitation: (a) During the term of this agreement, Provider may acquire confidential information and trade secrets from Corporation, including but not limited to, the following: business operations, sales data, research, pricing information, customer lists, financial projections, proposals, software, concepts, ideas, products and services marketed or used by Corporation. Such information shall be deemed confidential and considered Trade Secrets whether or not such information would be enforceable as a trade secret or the copying of such information would be enjoined or restrained by a court as constituting unfair competition. Provider agrees that such information is the sole and exclusive property of the Corporation. During the term of this Agreement and thereafter, Provider hereby agrees not to use or disclose any such confidential information and trade secrets directly or indirectly to an person without the prior written consent of the Corporation.

(b) Upon termination of this Agreement, regardless of the cause or manner of such termination, Provider agrees that he/she will surrender to the Corporation all information in connection with the Corporation's business.

(c) Provider agree that during the term of this Agreement and for one (1) year after the termination of this Agreement, he/she shall not induce, attempt to persuade or solicit any former, current or future employee, independent contractor or other participant in the Corporation's business to terminate such relationship with the Corporation in order to enter into any relationship with the Provider, any business in which the Provider is a participant in any capacity whatsoever, or any other business in competition with the Corporation's business.

(d) Provider acknowledges that the above restrictions are reasonable as to extent and duration and that they are fully enforceable, and Provider waives any objection thereto and covenants to institute no suit or proceeding or otherwise advance any position or contention to the contrary. Provider agrees that monetary damages would be inadequate to compensate the Corporation for any breach of this Section 9 by Provider. Provider agrees that the Corporation shall be entitled to obtain injunctive relief against any such threatened breach or the continuation of such breach, or both, without the necessity of proving actual damages. Provider agrees that such injunctive relief may be sought ex parte in any state or county in which such breach occurs, or in any court having jurisdiction, at the election of the Corporation. Provider agrees to and does hereby submit to in personam jurisdiction before each and every such court for that purpose.

10. Release of Liability, Indemnity and Damages: (a) Provider hereby releases all claims, or other rights it now has or may have in the future against Corporation, its officers, directors, employees and agents, for any liability, damage or injury, including but not limited to, lost opportunities or prospective advantage, suffered or incurred by Provider as a result of delays, errors and omissions by Corporation in the performance of this Agreement, including but not limited to, delays, errors and omissions by Corporation's listing, marketing, informational, responding, billing and communications access services, Corporation employees or other agents or companies engaged by Corporation in performing services hereunder, so long as Corporation substantially complies with its obligations under this Agreement.

(b) Provider shall indemnify and hold the Corporation harmless from and against any and all claims, losses, damages, liabilities, judgments and expenses including reasonable attorney fees and disbursements, which the Corporation may incur or sustain, directly or indirectly, as a result of (i) Provider's failure to perform his/her obligations under the terms of this Agreement, (ii) the negligent and/or intentional tortious acts or omissions of Provider, or (iii) the rendering of, or the omission to render, any professional or other service by the Provider. This paragraph shall survive any termination of this Agreement.

(c) Provider agrees that Corporation shall not be liable for any consequential, indirect or punitive damages arising out of any breach, delay or default in performance of this agreement, and in any event the amount of damages due from Corporation to Provider shall not exceed the fees paid to the Corporation by the Provider.

(d) Except for the payment of monies when due, neither party shall be liable to the other for failure or delay in performance hereunder if such failure or delay is caused by events beyond the reasonable control of such ("Force Majeure"). Events of Force Majeure shall include but not be limited to fire, earthquake, flood, the elements, breakdowns in equipment, normal sources of supply, electrical power, acts of governments or regulatory bodies, strikes, lockouts or other labor troubles. The term of this agreement shall be extended for the period of the Force Majeure. A party suffering an event of Force Majeure shall promptly notify the other party.

11. Arbitration: Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, conducted in New York City, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the single Arbitrator may be entered in any Court having jurisdiction thereof. In case of arbitration, the parties hereby waive oral hearings and agree that the Arbitrator may award attorneys fees to the prevailing party. The Arbitrator may award damages or permanent injunctive relief, but in no event shall the Arbitrator have the authority to award punitive damages. If proper notice of any hearing has been given, the Arbitrator will have full power to proceed to take evidence to arbitrate the matter in the absence of any party who fails to appear. A party may apply to a court of competent jurisdiction for a temporary restraining order or preliminary injunction, or other provisional remedy pending final determination of a claim through arbitration. Should it become necessary for either party to this agreement to employ an attorney to enforce the provisions hereof, or to recover damages on account of a breach or default hereunder, the prevailing party shall be entitled to recover its reasonable attorneys fees and costs, whether or not a lawsuit is filed in such matter.

12. Legal compliance: (a) It is the intent of the parties to comply fully with all federal, state and local laws, rules and regulations and other applicable laws, rules and regulations. Accordingly, in the event of any dispute concerning any of the terms of this Agreement or the performance of either of the parties hereunder, this Agreement shall be interpreted to support the intent of the parties in such a way as to render this Agreement legal and not in violation of any law, rule, or regulation.

(b) If in the opinion of legal counsel to the Corporation or to the Provider, this Agreement, in whole or in part is deemed to be in violation of any current or future law, rule or regulation, either party may (a) terminate this Agreement upon written notice to the other which notice sets forth counsel's opinion regarding such violation; or (b) demand a re-negotiation of this Agreement in order to conform the terms of this Agreement with such law, rule or regulation.

13. Notices: Any notice under this agreement must be made in writing by personal delivery or by certified or registered mail, postage prepaid, with return receipt requested, or by express mail, bearing the address herein set forth or such other address as may be specified in a written notice given to the other party. Either of the parties hereto may at any time and from time to time change the address to which notices shall be sent hereunder by notice to the other party given in accordance with this paragraph. The date of the giving of any notice sent by mail shall be five (5) days after the date of the posting of such mail.

14. No Assignment: Provider may not, directly or indirectly, assign this Agreement or any of Provider's interest herein, in whole or in part, without the prior written consent of the Corporation. Any assignment by Provider in violation of this provision shall be null and void.

15. Applicable Law and Severability: All claims and disputes arising under this agreement shall be subject to and construed under the laws of the State of New Jersey. If any term, provision, covenant or condition of this agreement is held by a court or arbitrator of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall remain in full force and effect, and the invalid provision shall be given the greatest degree of force and effectiveness possible, given the intent of the parties. Paragraph headings in this Agreement are for illustrative purposes and are not to be construed as part of the Agreement.

16. No Waiver: No waiver of any breach of any provision hereof shall be deemed to be a waiver of any succeeding breach of the same or any other provision. No course of dealing nor any delay on the part of any party in exercising any rights hereunder shall operate as a waiver of such rights.

17. Parties in Interest: This Agreement shall inure the benefit of the parties hereto and, except as otherwise provided herein, their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than parties hereto, or (to the extent not prohibited) their respective successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

18. Amendments: This agreement can be amended only by an agreement in writing signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the latest date below written.

Dated : ________________

_____________________________ (Signature of Provider/Administrator)

_____________________________ (Social Security Number)

Print name: ___________________  Title/Position:__________________

Office telephone: ________________ e-mail:_______________________

Schedule A

Applicant- please check one of the following three options:

_____ Option 1. Registered Member: Listing in the Clinician Directory is FREE upon registration and show of professional license/certificate.

_____ Option 2.  Verified Member/Group Member: Interactive self-managed web page(s) with e-mail and private toll free extension; includes listing in CDC as Verified Member. Please select your option below ($Monthly/$Annual):