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Provider Agreement



Legal Language Services

 

LEGAL LANGUAGE SERVICES ANCILLARY PROVIDER AGREEMENT

 

This Ancillary Provider Agreement is made by and between Legal Language Services (“LLS”), a corporation organized and existing under the laws of the State of New York, and the vendor named above (“Vendor”), a Provider duly licensed under the applicable state laws in which Vendor will provide services at the direction of LLS.

 

 

PREAMBLE

 

WHEREAS, LLS, administers a Nationwide Network of Ancillary Providers offering Transportation Services through service agreements with various preferred provider organizations, third party administrators, insurers and other entities, and;

 

WHEREAS, it is the intention of the parties that this Agreement will serve as the vehicle by which LLS may arrange for the provision of services pursuant to those service agreements to which LLS is a party, and;

 

WHEREAS, LLS and Vendor desire to enter into a written agreement to set forth the arrangement between them concerning the responsibilities of each party to this Agreement;

 

NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth, LLS and Vendor mutually agree as follows:

 

 

GOVERNING LAW

 

This Agreement shall be governed by the laws of the State of New York.

 

 

TERMS AND TERMINATION

 

This Agreement shall remain in effect and continue to renew each time Vendor accepts a new assignment to provide services under the terms of a Purchase Order which has been offered to Vendor by LLS. If either party desires not to extend the terms of this Agreement, and to terminate the relationship, either party may do so by providing ninety (90) days’ written notice to the other pursuant to “NOTICES” below.

 

This Agreement shall Terminate upon Bankruptcy. Either party may terminate this Agreement, effective immediately, upon giving written notice if the other party: (1) files a petition in bankruptcy; (2) is adjudicated bankrupt; (3) takes advantage of the insolvency laws of any state, territory or country; (4) makes an assignment for the benefit of creditors; (5) is voluntarily or involuntarily dissolved; or (6) has appointed for its property a receiver, trustee or other court officer.

 

 

NOTICES

 

Any notices required under the terms of this Agreement shall be in writing and delivered by (i) personal delivery, or (ii) first class, registered or certified mail. Notices delivered personally will be effective upon actual receipt. Notices mailed will be effective as of two (2) days after mailing. Notices are to be mailed to Legal Language Services, 15 Maiden Lane, Suite 300, New York, NY 10038, attn: HR Department.

 

BILLING REQUIREMENTS AND PAYMENT FOR SERVICES

 

Vendor acknowledges LLS is the referral source. All communication and billing should be directed to LLS.

 

Vendor acknowledges LLS has retained Vendor as an Independent Contractor to provide authorized products/services.

 

LLS agrees to compensateVendor at agreed-upon rates as stated in each Purchase Order for Products/Services assigned that are billed properly and submitted within three (3) business days of the date of service. Vendor agrees if additional Products/Services are required/requested, continued authorization from LLS must be obtained and documented in advance. Products/Services which have not been authorized by LLS will not be reimbursed.

 

Vendor acknowledges LLS as the payer source. All Products/Services are to be billed within 3 business days of the initial date of service, submitted with applicable notes to: Billing Department, Legal Language Services, 15 Maiden Lane, Suite 300, New York, NY  10038. Any invoices received after 30 days from the initial date of service on that invoice, will not be considered for payment. Payment can be expected within 60 days from the date of receipt of the invoice. Any billing inquiries must be directed to LLS in writing to the address provided in “NOTICES” and/or to interpreting@legallanguage.com.

 

Vendor agrees to cooperate with LLS to resolve questions concerning the accuracy and completeness of billings and to make available to LLS, during normal business hours, such information and records as may be necessary to resolve any questions or disputes.

 

 

COMPLAINTS AND GRIEVANCES

 

All complaints and grievances will be fully investigated and resolved to the satisfaction of the management of LLS. Vendor agrees to cooperate and participate in such procedures.

 

 

INSURANCE

 

Vendor agrees to maintain comprehensive general liability including products/completed operations coverage, professional liability insurance coverage and professional errors & omissions coverage for all of the acts and omissions of its directors, officers, agents and employees in the provision of the designated services, with limits of not less than $1,000,000 per occurrence and $3,000,000 aggregate.

 

Vendor agrees to add LLS as an additional insured on said policies.

 

Vendor agrees to furnish a current and valid certificate of insurance related to the above and further agrees to keep and maintain said insurance coverage in full force and effect during the term of this Agreement. Any termination, modification or alteration in said coverage shall be promptly communicated to LLS.

 

Transportation providers agree to carry vehicle insurance (in addition to general liability insurance) in accordance with local and state requirements.

 

LLS requiresVendor to carry workers' compensation insurance for allVendor employees providing services to LLS clients.

 

Vendor agrees to indemnify and hold LLS, including its directors, officers, agents and employees, harmless from all claims, suits, judgments and demands arising from Vendor’s negligent and/or intentional acts and omissions in the performance of duties prescribed by this Agreement. Vendor shall give LLS immediate written notice of any claims, suits, judgments or demands which may be subject to this indemnification provision. This provision shall survive termination of the Agreement.

 

 

RECORDS

 

Vendor shall maintain records and procedures, as shall reasonably be required to accurately account for all products/services provided pursuant to this Agreement. Such records shall be kept in accordance with generally accepted accounting principles and recognized standards of professional practice and maintained in accordance with any other requirements that may be imposed by LLS or the provisions of applicable federal, state or local law, ordinance, regulation or ruling.

 

Vendor shall maintain records with respect to any matters necessary for the proper administration of this Agreement, including but not limited to ride logs for each and every assignment.

 

Upon termination of this Agreement, Vendor agrees to cooperate with LLS with respect to the orderly and prompt transfer to LLS of any records, reports, or any other data or information pursuant to this Agreement (including medical records) in the possession of Vendor.

 

 

MISCELLANEOUS

 

Vendor shall not assign or otherwise transfer any interest in this Agreement without the prior written consent of LLS.

 

The invalidity or enforceability of any terms or conditions of this Agreement shall not affect the validity or enforceability of any other term or provision, and the remainder of this Agreement shall continue in full force and effect.

 

This Agreement constitutes the entire understanding and agreement of the parties hereto and does supersede and replace entirely all prior understandings, agreements (oral or written) or contracts between the parties.

 

HIPAA Compliance: Each party agrees not to use or further disclose any protected health information, as defined in proposed or final regulations, to be located in 45 CFR, Parts 160 through 164 or such other location as may be determined from time to time by government authorities (such regulations to be titled the “Standards for Privacy of Individual Health Information” and herein referred to as the “Standards”), concerning a passenger other than as permitted by this Agreement and the requirements of the Standards.

 

Relationship of Parties. LLS and Vendor are independent business entities. This Agreement shall not create any employer-employee, agent or partnership relationship between them. Neither party shall have the right to bind the other to any agreement, lease or any other obligation. This Agreement shall not create any rights in persons who are not parties to this Agreement.

 

 

SERVICE PROVISIONS

 

Vendor agrees to participate as a preferred provider in LLS's Network in accordance with all applicable terms of the Agreement for the services provided. The following service provisions reflect general requirements but do not supersede Vendor’s local, state or federal operational service requirements. Also, the objective to meet or exceed the standard of the industry takes precedence over the service provision provided herein. All providers must meet the general service requirements.

 

Vendor agrees to:

 

Meet or exceed all local and state laws and rules regarding vehicle, driver, insurance and medical certification requirements applicable to state(s) where vehicle is being operated.

 

Identify to each passenger that services are being provided as a result of a contractual relationship with LLS.

 

Not discuss cost, quality of service or schedule with passenger and to notify LLS immediately of any issues that need to be addressed with passenger.

 

Provide all products/services and equipment to LLS passengers in the same manner and in accordance with currently accepted practices of the industry.

 

Accept passengers without discrimination based upon age, sex, race, religion, or national origin or the medical nature of the illness involved.

 

Use qualified, certified and licensed personnel to provide products/services for LLS. Vendor agrees that certification, licensure and insurance will be maintained throughout the duration of this agreement.

 

Maintain a Drug Free Workplace and to take all reasonable measures to ensure that drug use or drug related activities by Vendor personnel does not jeopardize the safety of passengers or performance standards.

 

TRANSPORTATION SERVICES

 

Vendor agrees to:

 

Contact the passenger and verify pick-up time and location approximately 24 hours prior to scheduled appointment and to notify LLS of any change in schedule. If the driver is a “no-show,” compensate LLS for the recovery costs (not to exceed two times projected transport fee.)

 

Ensure vehicle safety devices (seat belts, lock-down devices for wheelchairs, stretchers, etc., lights, turn signals, etc.) are functional and that appropriate safety devices are used by the passenger during transport.

 

Notify LLS immediately of any accident and/or any potentially hazardous situation that resulted in any passenger(s) being put at risk.

 

Provide the following load services:

 

Ambulatory: the driver is to assist the passenger up and down stairs as needed, if requested by LLS.

 

Wheelchair: the driver is to assist the passenger into vehicle and secure wheelchair to vehicle. The passenger remains in the wheelchair during loading, transport and unloading.

 

Note:    If passenger insists on being removed from wheelchair during transport, it is left to the discretion of the driver whether to assist with the transfer to a vehicle seat or not. If the passenger sits in a vehicle seat, he/she must wear a seat belt.

 

Stretcher: Driver and attendant are to remove stretcher from vehicle and take to passenger area. Driver and attendant are to assist with transfer from bed to stretcher. Driver and attendant are to return loaded stretcher to vehicle. Driver and attendant are to place stretcher into vehicle and secure.

 

Note:    The driver and attendant unloading responsibilities are the same as the loading responsibilities, with the order of operations reversed.

 

As required, personnel will utilize personal protection equipment (PPE) when in contact with passenger.

 

PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

 

 

 

 

Executed this ________ day of ­­­­­____________________, 20___.

 

By: ­________________________________________________ .

 

(If submitting by hard copy)

 

I understand that by checking “I Agree...” below, I am (a) accepting the terms of the Legal Language Services, Inc. Ancillary Provider Agreement, and (b) agreeing to the use of an electronic signature to demonstrate my acceptance of that agreement. I understand that an electronic signature is as legally binding as an ink signature.
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