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BKL IC SLP Agreement 2x

Updated Independent Contractor Agreement

This Independent Contractor Agreement (“Agreement”) is entered into as of (“Effective Date”) by and between Brooklyn Letters Speech Language Pathology PLLC (“Company”) and (“Independent Contractor” or “IC”).

1. Nature of Relationship & Independent Contractor Status

The Independent Contractor is an independent business engaged to provide professional services on a non-exclusive basis. This relationship is not one of employer-employee, agent, joint venturer, or partner. The Independent Contractor is free from the Company's supervision, direction, and control in the performance of their clinical duties, with the Company specifying only administrative tasks, such as scheduling and billing. The Independent Contractor is solely responsible for determining the means and methods for performing services, including but not limited to the hours worked, the location of services, and the specific therapeutic approaches utilized. The Independent Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or workers’ compensation.

The Independent Contractor represents and warrants that they are a self-employed professional who holds themself out to the public as such and is free to perform services for other clients or businesses, including competitors of the Company. The Independent Contractor holds their liability for any profit or loss and acknowledges that they are solely responsible for all federal, state, and local income, self-employment, and social security taxes. The Company will not withhold any taxes from payments made to the Independent Contractor. This clause is a core element of the parties’ mutual intent to create and maintain an independent contractor relationship.

2. The Freelance Isn't Free Act (NY State) & Payment for Services

In compliance with the New York State Freelance Isn’t Free Act, this Agreement serves as a legally binding written contract for services. While licensed medical professionals are generally exempt from this act, the Company and the Independent Contractor agree to adhere to its principles as a best practice to ensure clear, fair, and timely compensation. Fees paid to the Company by the Independent Contractor are exclusively for administrative and coordination support, and not for clinical services or patient outcomes. This includes, but is not limited to, client introductions, administrative support, marketing, billing coordination, and use of the Company's platform. For services rendered between the 1st and the 15th of the month, the IC must submit invoices for services no later than the 15th of that same month, and Brooklyn Letters will remit the IC's share no later than the 18th of that same month. For services rendered between the 16th and the last day of the month, the IC must submit invoices no later than the last day of the month, and Brooklyn Letters will remit the IC's share no later than the 3rd day of the following month. Clients pay the Independent Contractor directly for their professional services. The Independent Contractor then pays Brooklyn Letters Speech Language Pathology PLLC its agreed Company share. The Independent Contractor is prohibited from accepting payments for services rendered under Early Intervention, DOE, or any other government-funded or third-party authorized programs (including but not limited to RSAs) directly from Brooklyn Letters clients. All such payments must be routed exclusively to Brooklyn Letters Speech Language Pathology PLLC as specified by Company billing procedures. The Independent Contractor may not reveal their share or Brooklyn Letters’ share to the client. Late payments from the Independent Contractor to the Company may incur penalties as determined by the Company. If the Independent Contractor fails to pay the Company on time, the Company reserves the right to have the client pay the Company directly the full invoiced rate, after which the Company will remit the Independent Contractor’s share within 10 business days

3. Company Share Structure

30/45/60 minute session:

Percentage % Company share

Above 60 minutes are prorated based on the Brooklyn Letters 60-minute share

Assessments: 10% Company share when billed at $200 or more

4. Insurance Requirements

A. Insurance Requirements: The Independent Contractor must maintain professional liability insurance (malpractice insurance) with coverage limits of no less than $1,000,000 per claim and $3,000,000 in aggregate, during the term of this Agreement. The Independent Contractor shall provide a certificate of insurance to the Company upon request and prior to beginning any services. The Company reserves the right to request proof of all current licenses, certifications, and insurance policies at any time during the term of this Agreement. Failure to provide such proof within five (5) business days of a written request will be considered a material breach of this Agreement. The Independent Contractor shall ensure that Brooklyn Letters Speech Language Pathology PLLC is named as an "Additional Insured" on a primary and non-contributory basis on the policy. Proof of renewal must be provided annually.

B. Maintenance of Credentials: The Independent Contractor is solely responsible for ensuring that all professional licenses, certifications, and permits required to provide speech-language pathology services in the state of New York remain valid and in good standing throughout the term of this Agreement. Providing services with an expired or invalid license, certification, or permit is a material breach of this Agreement and may result in immediate termination.

5. Client Relationships and Post-Termination Continuation of Services (Non-Solicitation)

The Company's business is built on a valuable network of clients, families, schools, and professional contacts. The Company's investment in cultivating and maintaining these relationships, as well as its proprietary information regarding client needs and history, constitutes a valuable business asset that is protected under this Agreement.

A. Client Origin: Brooklyn Letters–originated case is defined as any case that arises—directly or indirectly—from an introduction made by Brooklyn Letters to the Independent Contractor, whether through the Company's website, direct referral, marketing efforts, or any other channel. This definition applies regardless of whether the initial client, a family member, neighbor, friend, school, professional contact (e.g., psychologist, therapist, educator), or organization that was initially connected through Brooklyn Letters, later connects the Independent Contractor to a new client. The Independent Contractor acknowledges a duty to promptly notify Brooklyn Letters of all such cases, including those that arise after the initial client relationship ends.

B. Post-Termination Continuation of Fees: If this Agreement is terminated for any reason, the Independent Contractor agrees that any Brooklyn Letters–originated case remains subject to Brooklyn Letters’ administrative service fee. This obligation shall apply for 18 months from the last date of service for that specific client, or within 18 months of the date of introduction to the original connector (whichever is later). The Independent Contractor must continue to submit invoices to the Company for these cases and allow the Company to handle billing and fee collection as if the Agreement were still in effect. If the IC fails to comply, the Company may pursue legal action and the IC may be subject to damages, including but not limited to, the fees that would have been owed and all legal expenses.

6. Referrals & Fee Compliance (New York State Regents Rule 29.1)

Brooklyn Letters does not accept or pay referral fees in connection with the performance of professional services. The Company's role is strictly limited to facilitating introductions and providing administrative and coordination support. Any fees paid to the Company by the Independent Contractor are exclusively for these administrative services and are not conditioned upon or in any way a consideration for the referral of a patient or client. The Independent Contractor acknowledges and agrees to comply with all applicable state laws and regulations governing such arrangements, including but not limited to the New York State Regents Rules on Professional Conduct. The Independent Contractor shall, as required by law, make a clear and explicit disclosure to all clients that Brooklyn Letters provides administrative services and that the Independent Contractor is an independent practitioner solely responsible for all clinical decisions and services.

7. Disclaimer for Clinical Services

Brooklyn Letters provides administrative coordination and support only and is not responsible for clinical decisions or outcomes. All professional clinical judgments, therapy, assessments, and communication with clients are made solely by the Independent Contractor under their own license. Brooklyn Letters conveys no guarantee regarding the quality or outcomes of services.

8. Term & Termination

Either party may terminate this Agreement with 30 days written notice. All provisions relating to confidentiality, client continuation, indemnification, and dispute resolution shall survive termination.

9. Confidentiality

The Independent Contractor shall not disclose, use, or exploit any confidential or proprietary information of the Company or its clients, except as required in the course of performing services under this Agreement. This includes but is not limited to client lists, client contact information, marketing strategies, and administrative fee structures. The IC agrees not to use any of this information to gain a competitive advantage or to compete directly with Brooklyn Letters during the term of this agreement.

10. HIPAA Compliance

The Independent Contractor acknowledges and agrees that in performing services under this Agreement, they will be acting as a "Business Associate" of the Company as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their implementing regulations. The Independent Contractor shall protect all "Protected Health Information" ("PHI") in accordance with all applicable laws and regulations. The Independent Contractor agrees not to use or disclose PHI for any purpose other than what is necessary to perform their services for clients of the Company. The Independent Contractor shall immediately notify the Company of any breach, security incident, or unauthorized use or disclosure of PHI. This Section shall survive the termination or expiration of this Agreement.

11. Indemnification

The Independent Contractor (“IC”) agrees to indemnify, defend, and hold harmless Brooklyn Letters Speech Language Pathology PLLC (“Brooklyn Letters”), its members, officers, affiliates, successors, assigns, employees, and other independent contractors from and against any and all claims, liabilities, damages, losses, judgments, penalties, settlements, costs, or expenses (including reasonable attorneys’ fees and legal expenses) arising out of or related to the acts, omissions, or breaches of this Agreement by the Independent Contractor, including but not limited to:

Professional negligence, malpractice, or breach of applicable laws, regulations, or licensure requirements;
Any claim by a client, parent/guardian, or third party alleging harm, injury, or dissatisfaction with clinical services or professional judgments provided by the IC;
Any misrepresentation or breach of warranty by the IC under this Agreement;
Any failure by the IC to pay applicable taxes or maintain appropriate insurance coverage;
Any unauthorized use of Brooklyn Letters’ name, intellectual property, branding, or materials;

Any claim of employment status by the Independent Contractor or any government entity.
Conversely, if the Independent Contractor is named in a claim solely due to their association with Brooklyn Letters and the matter is unrelated to the Independent Contractor’s actions, Brooklyn Letters shall defend, indemnify, and hold harmless the Independent Contractor from any such claim. This indemnification shall survive the termination or expiration of this Agreement and shall remain in effect with respect to services rendered during the term of the Agreement.

12. Record Retention & Audit Rights

Both parties shall retain a copy of this Agreement and all records of invoices, communications, and documents related to services under this Agreement for a minimum of six (6) years following its termination, as required by applicable law, including the Freelance Isn't Free Act. Upon lawful request, these records must be made available to the New York State Department of Labor or other relevant authorities for audit purposes.

13. Dispute Resolution & Governing Law

The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in Kings County, New York. The decision of the arbitrator shall be final and binding. This Agreement is governed by the laws of the State of New York, and the parties agree that venue for any related court proceedings shall be exclusively in Kings County, New York.

14. Miscellaneous Provisions

A. Entire Agreement & Amendments: This Agreement constitutes the entire agreement between the parties. Any amendments must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Brooklyn Letters Speech Language Pathology PLLC

By: Craig Selinger
Title: Owner of Brooklyn Letters Speech Language Pathology PLLC
Date:
Independent Contractor
Name:
Business Name:
Date:

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November 26, 2023 3:52 pm EST

BKL IC SLP Agreement 2x Uploaded by Craig Selinger - [email protected] IP 202.47.55.105