Kindred Connection, LLC

Provider Agreement

Please read our provider agreement carefully before becoming an affiliate or provider. Have questions? Please contact us or schedule a discovery call if you are interested in joining the Kindred Connection.

THIS PROVIDER AGREEMENT (this “Agreement”), dated as above, (the “Effective Date”), is by and between Kindred Connection LLC, a New York limited liability company with offices located at 1655 Elmwood Avenue, Building 200, Suite 220, Rochester, New York 14620 (“Kindred Connection”) and the above listed client (the “Provider”) with offices located at the above address under “recipient”.

Recitals

WHEREAS, Kindred Connection is a collaborative network of perinatal professionals with the goal of supporting the perinatal mental health professional community and connecting the public with appropriately licensed professions;

WHEREAS, Kindred Connection itself is not a professional entity and does not provide professional services;

WHEREAS, Provider is an independently owned and operated practice offering professional services;

WHEREAS, Provider desires to join Kindred Connection’s network of providers.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties as follows:

1. Provider Network

By executing this Agreement, Provider is agreeing to join Kindred Connection’s provider network (the “Network”) upon the terms and conditions hereof.  The Network is intended to be a marketing platform that allows the providers to increase visibility and grow their own independent practices. The Network is not intended to act as a joint operation providing professional services and the providers do not consult with other providers on matters related to the performance of professional services.


Members of the Network each receive a spot on the Provider page on Kindred Connection’s website. Members of the Network may also receive referrals from Kindred Connection or other providers, provided, however, that referrals from Kindred Connection to any individual provider are made in Kindred Connection’s sole discretion.



Being a member of the Network in no way guaranties Provider the right to receive any specific number of referrals nor does it guarantee that any patients will ultimately decide to use the professional services provided by Provider.

2. Membership Fee

Provider shall pay an annual membership fee of $350 to remain part of the Network (the “Membership Fee”). The Membership Fee shall be paid in one lump sum payment. Under no circumstances will the Membership Fee by increased or decreased based on the number of referrals made between the parties hereto.

3. Provider Representations and Warranties

Provider represents and warrants to Kindred Connection, at all times while this Agreement is in effect, as follows:

3.1 Compliance

Provider shall comply with all terms of this Agreement. 

3.2 Licenses

Provider holds all licenses required under applicable law to lawfully provide the professional services which it provides and agrees to provide Kindred Connection with copies of any and all such licenses upon request. Provider shall immediately notify Kindred Connection, in writing, if: (a) any of Provider’s licenses are suspended or revoked; and (b) if any administrative action or proceeding or any lawsuit is filed against Provider relating the professional services provided by Provider.

3.3 Insurance

Kindred Connection shall not be obligated to obtain any malpractice, workers compensation, or any other insurance against risk associated with the professional services provided by Provider. However, in the event Kindred Connection chooses to do so, such policies shall be secondary to the Provider’s policies and shall not relieve Provider of the obligation to maintain insurance pursuant to this Section 3.2.

3.4 Compliance With Laws; HIPAA

All professional services provided by Provider shall be performed in compliance with all applicable state and federal laws including, without limitation, the Health Insurance Portability and Accountability Act of 1996, the 21st Century Cures Act, all applicable professional licensure code(s) of ethics, and local community standards of practice. Simultaneously upon execution of this Agreement, Provider shall execute a Business Associate Agreement in the form attached hereto as Exhibit A.

3.5 Relationship; Disclosure to Patients

Provider shall at all times remain its own independent practice and is not and shall not represent itself as a partner, employee, independent contractor, or agent of Kindred Connection for federal or state tax purposes or any other purposes whatsoever. Provider shall provide each patient which was referred to it by Kindred Connection with appropriate notice and information explaining that Provider is its own independent practice. Provider has no express or implied authority to assume or create any obligations or responsibility on behalf of Kindred Connection or to bind Kindred Connection in any way.

3.6 Records

Provider shall maintain, throughout the term of this Agreement and for a period of seven (7) years thereafter, complete and accurate records of all referrals made by Kindred Connection to Provider.

4. Term and Termination

The initial term of this Agreement shall commence on the Effective Date and shall continue until the date which is twelve (12) months from the Effective Date. Upon the expiration of the initial term or any renewal term, this Agreement shall automatically renew for additional twelve (12) month renewal terms unless either party gives written notice to the other party at least thirty (30) days prior to the expiration of the then current term of its intent not to renew the Agreement. Notwithstanding anything to the contrary contained herein, either party may terminate this Agreement upon ten (10) days written notice to the other party if such other party:

4.1 Materially breaches this Agreement.

4.2 Becomes insolvent or admits its inability to pay its debts generally as they become due.

4.3 Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing.

4.4 Is dissolved or liquidated or takes any corporate action for such purpose.

4.5 Makes a general assignment for the benefit of creditors.

4.6 Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

5. Confidentiality

The parties hereto acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged in connection with the preparation and performance this Agreement are regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without obtaining the prior written consent of the other party, it shall not disclose any confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its principals, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such principals, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by any agent of either party shall be deemed disclosure of such confidential information by such party, which party shall be held liable for breach of this Agreement.


If either party is required by applicable law or legal process to disclose any confidential information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the other party of such requirements to afford such other party the opportunity to seek, at its sole cost and expense, a protective order or other remedy.



This Section 5 shall survive the termination of this Agreement for any reason.

6. Indemnification

Provider shall indemnify, defend, and hold harmless Kindred Connection and its Network, affiliates, officers, directors, members, employees, agents, representatives, and independent contractors from and against any and all liabilities, losses. Damages, claims, costs, expenses, interest, awards, judgments, and penalties (including, without limitation, reasonable attorney’s fees, court costs, and other similar costs and expenses) to the extent resulting from: (a) any material breach or violation of this Agreement by Provider; and (b) any alleged third party liability resulting from: (i) Provider’s performance under this Agreement and (ii) any claims of negligence, professional or otherwise, directly or indirectly related to the services provided by Provider.

7. Entire Agreement

This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of Kindred Connection and Provider with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

8. Notices

Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, or (ii) on the third day following delivery to the U.S. Postal Service as certified or registered mail, return receipt requested and postage prepaid, or (iii) on the first day following delivery to a nationally recognized United States overnight courier service, fee prepaid, return receipt or other confirmation of delivery requested, or (iv) when sent by e-mail transmission if an additional notice is also given under (i), (ii) or (iii) above within three (3) days thereafter. Any such notice or communication shall be delivered or directed to a party at its address set forth in the preamble to this Agreement or at such other address as may be designated by either party.

9. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10. Modifications; Waiver

No modification or waiver of this Agreement or any part hereof shall be effective unless in writing and signed by the party or parties sought to be charged therewith. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. No waiver of any breach or condition of this Agreement by or with respect to any party hereto shall be deemed to be a waiver of the same breach or condition with respect to any other party hereto. No course of dealing between or among any of the parties hereto will be deemed effective to modify, amend or discharge any part of this Agreement or the rights or obligations of any party hereunder.

11. Assignment

This Agreement may not be assigned, in whole or in part, by any party hereto without the prior written consent of the other party.

12. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their personal representatives, and permitted successors and assigns.

13. Relationship of the Parties

Provider owns and operates its own independent practice. Provider is, and at all times throughout the term of this Agreement shall be, an independent contractor. Kindred Connection shall not be responsible for (1) any professional services provided by Provider or (2) responsibilities of Provider as they relate to the operation of Provider’s independent practice.

14. No Third-Party Beneficiaries

None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any person or entity not a party hereto.

15. Fair Meaning

This Agreement shall be construed according to its fair meaning, the language used shall be deemed the language chosen by the parties hereto to express their mutual intent, and no presumption or rule of strict construction will be applied against any party hereto.

16. Choice of Law

This Agreement and all rights of the parties shall be governed by, and construed in accordance with, the laws of the State of New York pertaining to contracts made and to be wholly performed within such state, without taking into account conflicts of laws principles.

17. Jurisdiction and Venue

In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, the parties hereto specifically consent and agree that:

(a)       the courts of the State of New York and/or the United States Federal Courts located in the State of New York shall have jurisdiction over each of the parties hereto and over the subject matter of any such proceedings; and

(b)       the venue of any such action shall be in Monroe County, New York and/or the United States District Court for the Western District of New York.

18. Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

How to Contact Us

This website is operated by Kindred Connection LLC. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: jennahinelcsw@gmail.com.

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