Become a Wound Care Provider

Business Associate Agreement

This HIPAA Business Associate Addendum (“BAA”) is entered into between Wound100 and the provider, practice and/or specialist agreeing to the terms below ("Provider"), and supplements, amends and is incorporated into the Specialist Agreement(s) (defined below) solely with respect to Covered Services (defined below). “Wound100” is the software located at wound100.com. This BAA will be effective as of the date electronically accepted by Provider (the "BAA Effective Date").

Provider must have an existing Specialist Agreement in place for this BAA to be valid and effective. Together with the Specialist Agreement, this BAA will govern each party’s respective obligations regarding Protected Health Information (defined below).

You represent and warrant that (i) you have the full legal authority to bind Provider to this BAA, (ii) you have read and understand this BAA, and (iii) you agree, on behalf of Provider, to the terms of this BAA. If you do not have legal authority to bind Provider, or do not agree to these terms, please do not click to accept the terms of this BAA.

Definitions

“Business Associate” has the definition given to it under HIPAA.

“Breach” has the definition given to it under HIPAA.

“Covered Entity” has the definition given to it under HIPAA.

“Covered Services” means the Wound100 products and/or services specifically listed in the URLs on Attachment 1, as may be updated from time to time by Wound100 with notice to Provider. Wound100 may only remove a Covered Service from those URLs with at least 12 months prior notice.

“Designated Record Set” has the definition give to it under HIPAA.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the rules and the regulations thereunder, as amended.

“HIPAA Implementation Guide” means the informational guide that Wound100 makes available at the URL in Attachment 2, or a successor URL, describing how the Covered Services may be configured by Provider in connection with Provider’s HIPAA compliance efforts.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act enacted in the United States Congress, which is Title XIII of the American Recovery & Reinvestment Act, and the regulations thereunder, as amended.

“Protected Health Information” or “PHI” has the definition given to it under HIPAA and for purposes of this BAA is limited to PHI within Patient Data to which Wound100 has access through the Covered Services in connection with Patient’s permitted use of Covered Services.

“Required by Law” has the definition given to it under HIPAA.

“Security Incident” has the definition given to it under HIPAA.

“Specialist Agreement(s)” means the written agreement(s) entered into between Wound100 and Provider for provision of the Covered Services, which agreement(s) may be in the form of online terms of service.

1. Applicability

This BAA applies to the extent Provider is acting as a Covered Entity or a Business Associate to create, receive, maintain, or transmit PHI via a Covered Service and to the extent Wound100, as a result, is deemed under HIPAA to be acting as a Business Associate or Subcontractor of Provider. Provider acknowledges that this BAA does not apply to (a) any other Wound100 product, service, or feature that is not a Covered Service; or (b) any PHI that Provider creates, receives, maintains, or transmits outside of the Covered Services (including Provider’s use of its offline or on-premise storage tools or third-party applications).

2. Permitted Use and Disclosure of PHI

a. Except as otherwise stated in this BAA, Wound100 may use and disclose PHI only (i) as permitted or required by the Specialist Agreements and/or this BAA or (ii) as Required by Law.

b. Wound100 may use and disclose PHI for its proper management and administration and to carry out its legal responsibilities, provided that any disclosure of PHI for such purposes may only occur if (i) Required by Law; or (ii) Wound100 obtains written reasonable assurances from the person to whom PHI will be disclosed that it will be held in confidence, used only for the purpose for which it was disclosed, and that Wound100 will be notified of any Breach or Security Incident.

3. Provider Obligations

a. Provider will not request that Wound100 or the Covered Services use or disclose PHI in any manner that would not be permissible under HIPAA if done by Provider (if Provider is a Covered Entity) or by the Covered Entity to which Provider is a Business Associate (unless expressly permitted under HIPAA for a Business Associate).

b. For End Users that use the Covered Services in connection with PHI, Provider will use controls available within the Services, including those detailed in the HIPAA Implementation Guide, to ensure its use of PHI is limited to the Covered Services. Provider acknowledges and agrees that the HIPAA Implementation Guide is provided by Wound100 solely as an informational guide with respect to Provider’s configuration options, and that Provider is solely responsible for ensuring that its and its End Users’ use of the Covered Services complies with HIPAA and HITECH.

4. Appropriate Safeguards

Wound100 and Provider will each use appropriate safeguards designed to prevent against unauthorized use or disclosure of PHI, and as otherwise required under HIPAA, with respect to the Covered Services.

5. Reporting and Related Obligations

a. Wound100 will promptly notify Provider of (i) any Security Incident of which Wound100 becomes aware, subject to Section 6(c); and (ii) any Breach that Wound100 discovers, provided that any notice for Breach will be made promptly and without unreasonable delay, and in no case later than 60 calendar days after discovery. Notifications made under this section will describe, to the extent possible, details of a Breach, including steps taken to mitigate the potential risks and steps Wound100 recommends Provider take to address the Breach.

b. Wound100 will send any applicable notifications to the notification email address provided by Provider in the Agreement or via direct communication with Provider.

c. Notwithstanding Section 6(a), this Section 6(c) will be deemed as notice to Provider that Wound100 periodically receives unsuccessful attempts for unauthorized access, use, disclosure, modification, or destruction of information, or interference with the general operation of Wound100’s systems and the Covered Services. Provider acknowledges and agrees that even if such events constitute a Security Incident, Wound100 will not be required to provide any notice under this BAA regarding such unsuccessful attempts other than this Section 6(c).

6. Subcontractors

Wound100 will take appropriate measures to ensure that any Subcontractors used by Wound100 to perform its obligations under the Specialist Agreements that require access to PHI on behalf of Wound100 are bound by written obligations that provide the same material level of protection for PHI as this BAA. To the extent Wound100 uses Subcontractors in its performance of obligations hereunder, Wound100 will remain responsible for their performance as if performed by Wound100.

7. Access and Amendment

Provider acknowledges and agrees that Provider is solely responsible for the form and content of PHI maintained by Provider within the Covered Services, including whether Provider maintains such PHI in a Designated Record Set within the Covered Services. Wound100 will provide Provider with access to Provider’s PHI via the Covered Services so that Provider may fulfill its obligations under HIPAA with respect to Individuals’ rights of access and amendment, but will have no other obligations to Provider or any Individual with respect to the rights afforded to Individuals by HIPAA with respect to Designated Record Sets, including rights of access or amendment of PHI. Provider is responsible for managing its use of the Covered Services to appropriately respond to such individual requests.

8. Accounting of Disclosures

Wound100 will document disclosures of PHI by Wound100 and provide an accounting of such disclosures to Provider as and to the extent required of a Business Associate under HIPAA and in accordance with the requirements applicable to a Business Associate under HIPAA.

9. Access to Records

To the extent required by law, and subject to all applicable legal privileges, Wound100 will make its internal practices, books, and records concerning the use and disclosure of PHI received from Provider, or created or received by Wound100 on behalf of Provider, available to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for the purpose of the Secretary determining compliance with this BAA.

10. Expiration and Termination

a. This BAA will terminate on the earlier of (i) a permitted termination in accordance with Section 10(b), or (ii) the expiration or termination of all Specialist Agreements under which Provider has access to a Covered Service.

b. If either party materially breaches this BAA, the non-breaching party may terminate this BAA on 10 days’ written notice to the breaching party unless the breach is cured within the 10-day period. If a cure under this Section 10(b) is not reasonably possible, the non-breaching party may immediately terminate this BAA, or if neither termination nor cure is reasonably possible under this Section 10(b), the non-breaching party may report the violation to the Secretary, subject to all applicable legal privileges.

c. If this BAA is terminated earlier than the Specialist Agreements, Provider may continue to use the Services in accordance with the Specialist Agreements, but must delete any PHI it maintains in the Covered Services and cease to further create, receive, maintain, or transmit such PHI to Wound100.

11. Return/Destruction of Information

On termination of the Specialist Agreements, Wound100 will return or destroy all PHI received from Provider, or created or received by Wound100 on behalf of Provider; provided, however, that if such return or destruction is not feasible, Wound100 will extend the protections of this BAA to the PHI not returned or destroyed and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible.

12. Miscellaneous

a. Survival. Sections 11 (Return/Destruction of Information) and 12 (Miscellaneous) will survive termination or expiration of this BAA.

b. Counterparts. The parties may execute this BAA in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument.

c. Effects of Addendum. To the extent this BAA conflicts with the remainder of the Specialist Agreement(s), this BAA will govern. This BAA is subject to the "Governing Law" section in the Specialist Agreement(s). Except as expressly modified or amended under this BAA, the terms of the Specialist Agreement(s) remain in full force and effect.

Wound100 HIPAA BAA (The Wound Platform LLC)
Effective Date: 10/31/2025

Provider Independent Contractor Agreement

This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into effective as of as of the date set forth above (the “Effective Date”), by and between Private Wound Clinic, a State Entity, and the provider (Independent Contractor).

WHEREAS, Private Wound Clinic is in the business of coordinating and providing wound care and associated healthcare services to promote the health and overall wellness of patients;

WHEREAS, Independent Contractor is knowledgeable and experienced within the scope of Services, as defined in this Agreement, and desires to assist Private Wound Clinic and its business subject to the terms and conditions of this Agreement; and  

WHEREAS, Private Wound Clinic wishes to engage Independent Contractor as an independent contractor, subject to the terms and conditions of this Agreement.     

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1  Services.

1. Private Wound Clinic hereby engages Independent Contractor, and Independent Contractor hereby accepts such engagement, as an independent contractor to provide certain services to Private Wound Clinic on the terms and conditions set forth herein. Independent Contractor shall provide to Private Wound Clinic’s patients wound care and related services that are consistent with the Independent Contractor’s education, training, and licensure and are within the legal scope of practice as defined by applicable State licensing laws and regulations (the “Services”). Such Services may include, patient assessments, patient education and counseling, wound debridement, grafting, dressing and treatment, diagnostic evaluations, and any other healthcare procedures or techniques permitted under the Independent Contractor’s license. For clarity, nothing in this Agreement shall be construed so as to authorize Independent Contractor to perform any Services that are outside the scope of their licensure as determined by applicable State legal and regulatory authorities.

All Services shall be performed in a professional, ethical, and timely manner, consistent with the standards of care for the healthcare profession. 

(a)                Control. Private Wound Clinic shall not control the manner or means by which Independent Contractor performs the Services, but Independent Contractor shall perform the Services in conjunction with guidance and input from Private Wound Clinic. 

(b)                Equipment. Private Wound Clinic shall provide Independent Contractor with access and necessary permissions to utilize the wound care coordination software platform created and maintained by Wound100 (“Software”). Through the Software, Independent Contractor will be provided with management, billing, and other administrative services. Otherwise, Independent Contractor shall furnish all other necessary materials, information, and systems to the extent necessary for the performance of the Services. 

(c)                Credentialing. Independent Contractor shall participate in, and execute such agreements as are requested by Private Wound Clinic to participate in any governmental or third-party payor programs. Independent Contractor shall take all necessary action as directed by Private Wound Clinic to meet eligibility and credentialing criteria of such programs.

(d)                Availability. Independent Contractor shall be regularly and reasonably available to provide Services to the Private Wound Clinic and patients as agreed upon by the parties from time to time. Independent Contractor shall provide Private Wound Clinic reasonable advance notice of any prolonged period of time Independent Contractor anticipates being unavailable to provide Services.

(e)                Necessity of Services. Independent Contractor will exercise his or her own judgment in his or her professional opinion to independently verify the medical necessity of any Services to be provided.

(f)                  Documentation. Independent Contractor will accurately and completely document the Services rendered in accordance with State and federal law, any applicable third-party payer agreement, and consistent with applicable professional standards. 

(g)                Billing. Independent Contractor will be responsible for identifying the proper code(s) and submitting the documentation necessary to allow for accurate and timely claim submission by Private Wound Clinic or an associated management services organization. Private Wound Clinic agrees to immediately notify Independent Contractor if a claim denial is received. If such a denial is received, Private Wound Clinic further agrees to request re-consideration or appeal of such denial, in consultation with Independent Contractor.

Section 2  Representations and Warranties. 

Independent Contractor represents and warrants to Private Wound Clinic that:

(a)                Independent Contractor has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of its obligations in this Agreement.

(b)                Independent Contractor entering into this Agreement with Private Wound Clinic  and performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which Independent Contractor is subject.

(c)                Independent Contractor has the required skill, experience, qualifications, and necessary licensure to perform the Services, and shall perform the Services in a professional and efficient manner in accordance with industry standards for similar services.

(d)                Independent Contractor is and throughout the Term of this Agreement shall remain fully licensed in the State. 

(e)                Independent Contractor is not currently subject to any complaint, investigation, disciplinary action, or suspension by any licensing authority.

(f)                  Independent Contractor shall immediately make Private Wound Clinic aware of any complaint, investigation, disciplinary action, suspension, or revocation that arises during the Term of this Agreement.

(g)                Independent Contractor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner.

(h)                Independent Contractor shall perform the Services in compliance with all applicable international, federal, State, and local laws and regulations. 

(i)                  Independent Contractor shall at all times during the Term of this Agreement maintain professional liability insurance covering Independent Contractor’s performance of the Services. Such policy shall provide coverage in an amount not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate per policy year with a reputable company authorized to offer insurance in State. Private Wound Clinic shall be named an additional insured under the policy. Independent Contractor shall provide Private Wound Clinic with a certificate of insurance upon reasonable request, and Independent Contractor shall notify Private Wound Clinic in advance of altering the form or amount of coverage. 

(j)                  Independent Contractor acknowledges that the Software contains certain incentives for those that maintain “Preferred” status. Further, Independent Contractor acknowledges that maintaining such status may require a certain level of responsiveness, timeliness, availability, etc., beyond the detailed terms in this Agreement.

Section 3  Relationship of the Parties. 

 Independent Contractor is an independent contractor of Private Wound Clinic, and this Agreement does not create any association, partnership, joint venture, employment, or agency relationship between Independent Contractor and Private Wound Clinic for any purpose. Independent Contractor will not be eligible to participate in any benefit plans offered by Private Wound Clinic to its employees, and Private Wound Clinic will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance. Independent Contractor is responsible for, and will indemnify Private Wound Clinic against, all such taxes or contributions, including penalties and interest. 

Section 4 Term & Termination.

 (a)Term. The term of Independent Contractor's engagement under this Agreement shall commence on the Effective Date of this Agreement and shall continue for the Term. After the close of the Initial Term, this Agreement shall auto renew for subsequent one (1) year terms unless either party provides thirty (30) days prior written notice of its desire to terminate the Agreement prior to the end of the then current term.

(b) Termination. 

 (i) For Convenience. Either party may terminate this Agreement without cause upon at least 30 days’ written notice to the other party to this Agreement or such longer period of time as the parties agree is desirable to provide for appropriate continuity of care.

 (ii) For Cause. Either party may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, for the following reasons:  

(A) Private Wound Clinic determines any of Independent Contractor’s representations and warranties set forth in Section 2 were or have become inaccurate;

(B) Private Wound Clinic discontinues doing business for any reason;

(C) Independent Contractor has engaged in any improper or unlawful conduct that, in the reasonable opinion of the Private Wound Clinic, could jeopardize the health or well-being of a patient or client of Private Wound Clinic; or

(D) The other party has materially breached this Agreement and fails to cure the same after receiving ten (10) days’ written notice;

(c) Post-Termination Cooperation. The parties agree that certain matters in which Independent Contractor will be involved with by way of engagement with Private Wound Clinic may necessitate Independent Contractor’s cooperation in the future. Following the termination of Independent Contractor’s engagement for any reason, to the extent reasonably requested by Private Wound Clinic, Independent Contractor shall cooperate with Private Wound Clinic in connection with matters arising out of Independent Contractor’s Services to Private Wound Clinic. Private Wound Clinic shall use reasonable efforts to minimize the disruption of Independent Contractor’s other activities. Private Wound Clinic shall reimburse Independent Contractor for reasonable expenses incurred in connection with such cooperation.

Section 5 Fees & Expenses. 

As full payment for the Services and the rights granted to Private Wound Clinic under this Agreement, Private Wound Clinic shall compensate the Independent Contractor as set forth on Exhibit A. Independent Contractor shall not be eligible for any Private Wound Clinic-provided employee benefits; Private Wound Clinic shall not provide insurance coverage of any kind for Independent Contractor. Independent Contractor acknowledges that Independent Contractor will receive an IRS Form 1099 from Private Wound Clinic, and that Independent Contractor shall be solely responsible for all federal, state, and local taxes. Private Wound Clinic shall pay all undisputed fees in accordance with the payment terms set forth below. 

(a) Payment Terms. Unless otherwise specified in Exhibit A, Private Wound Clinic shall pay Independent Contractor via check or electronic transfer by the fifth (5th) business day of the month following the month in which the Services are provided. (For example, Independent Contractor will be compensated for Services performed and billed in January on or before the 5th business day of February).

(b) Amendment. Compensation is subject to amendment from time to time as mutually agreed upon by the parties in writing. 

(c) Assignment of Billing and Submission of Claims. Private Wound Clinic has the sole and exclusive right to bill for the Services provided by Independent Contractor. To the extent permitted by law, all fees and compensation received or realized as a result of the rendition of Services by Independent Contractor for Private Wound Clinic belong to and be paid and delivered to Private Wound Clinic. Independent Contractor agrees to complete any documentation necessary to permit this assignment of fees to Private Wound Clinic. 

Section 6 Covenants.

The parties acknowledge and agree that it is vital that the confidentiality of Private Wound Clinic’s business methods, processes, inventions, records, and information be protected, that Private Wound Clinic be protected from competition, solicitation, and interference by Independent Contractor during the term of this Agreement and for a reasonable time following the termination of this Agreement. Consequently, and in recognition of the good and valuable consideration received and hereby acknowledged by Independent Contractor, the parties covenant and agree as follows:

(a) Confidentiality. Independent Contractor agrees to keep confidential and not to use or to disclose to others during the term of this Agreement and anytime thereafter except as expressly consented to in writing by Private Wound Clinic or required by law, any secrets or confidential technology, proprietary information, patient lists or records, or trade secrets of Private Wound Clinic, or any matter or thing ascertained by Independent Contractor through Independent Contractor’s affiliation with Private Wound Clinic, the use or disclosure of which matter or thing might reasonably be construed to be contrary to the best interests of Private Wound Clinic. This restriction shall not apply to any information that: (i) is or becomes generally available to and known by the public (other than as a result of an unpermitted disclosure directly or indirectly by Independent Contractor or Independent Contractor’s affiliates, advisors, or representatives); (ii) is or becomes available to Independent Contractor on a non-confidential basis from a source other than Private Wound Clinic or its affiliates, advisors, or representatives, provided that, at the time of disclosure to Independent Contractor, Independent Contractor is not aware that such source was bound by a confidentiality agreement with or other obligation of secrecy to Private Wound Clinic; or (iii) has already been or is hereafter independently acquired or developed by Independent Contractor without violating any confidentiality agreement with or other obligation of secrecy to Employer. 

(b) HIPAA. In addition to the Confidentiality provision of this Agreement, Independent Contractor acknowledges and agrees that Independent Contractor shall maintain the confidentiality of all protected health information as required by the Health Insurance Portability and Accountability Act (HIPAA), its associated regulations, similar State laws, and the policies of Private Wound Clinic as each may be amended from time to time.

Section 7 Exit Obligations. 

Upon (a) termination of Independent Contractor’s engagement with Private Wound Clinic, or (b) Private Wound Clinic’s request at any time during Independent Contractor’s engagement, Independent Contractor shall: (i) provide or return to Private Wound Clinic any and all Private Wound Clinic property and all Private Wound Clinic documents and materials belonging to Private Wound Clinic and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or work product, that are in the possession or control of Independent Contractor, whether they were provided to Independent Contractor by Private Wound Clinic or any of its business associates or created by Independent Contractor in connection with Independent Contractor’s engagement by Private Wound Clinic; and (ii) delete or destroy all copies of any such documents and materials not returned to Private Wound Clinic that remain in Independent Contractor’s possession or control, including those stored on the Independent Contractor’s personally provided devices, networks, storage locations, and media in Independent Contractor’s possession or control.

Section 8 Other Business Activities. 

Independent Contractor may be engaged or employed in any other business, trade, profession, or other activity during the term of this Agreement which does not place Independent Contractor in a conflict of interest with Private Wound Clinic or its Business.

Section 9 Patient Referrals or Recommendations. 

 In the event Independent Contractor determines that it is appropriate or necessary for a patient to receive healthcare services Independent Contractor is unable or unwilling to provide, Independent Contractor shall refer patients to any provider or facility Independent Contractor, in Independent Contractor’s judgment, determines to be most clinically appropriate and/or in the best interests of the patient. Nothing in this Agreement shall be construed to require Independent Contractor to refer patients to other providers that are employed by or contracted with Private Wound Clinic. 

Section 10 Indemnification. 

Independent agrees to indemnify and hold Private Wound Clinic harmless for any and all losses, including repayment obligations resulting from an audit of Private Wound Clinic’s health records, arising from Independent Contractor’s failure to accurately or sufficiently document and code the Services. Independent Contractor agrees to further indemnify and hold Private Wound Clinic harmless for any and all losses arising from Independent Contractor’s provision of medical care or negligent acts. Private Wound Clinic shall provide notice to Independent Contractor of such losses and shall thereafter be entitled to offset future payments owed to Independent Contractor until all such losses have been recovered by Private Wound Clinic. Private Wound Clinic shall indemnify and hold Independent Contractor harmless from any third-party claims against Independent Contractor resulting directly from Private Wound Clinic’s negligent acts or omissions.

Section 11 Waivers.

 No waiver of any provision of this Agreement shall be effective unless agreed to in writing by the party against whom such waiver is sought to be enforced. No waiver of any default or breach hereunder, nor any delay or partial exercise of any right or remedy arising as a result of any such default or breach, shall constitute a waiver of any other default or breach whether similar or otherwise, nor shall it prevent or preclude the non-breaching party from exercising such right or remedy upon the occurrence of a subsequent default or breach.

Section 12 Binding; Assignability.

 This Agreement will be binding upon and inure to the benefit of and be enforceable against the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the consent of the other parties; provided, however, that Private Wound Clinic may assign any or all of its rights and interests hereunder: (i) to one or more of its affiliates, and (ii) to any subsequent purchaser of Private Wound Clinic or any material portion of its assets (whether such sale is structured as a sale of stock or membership interests, sale of assets, merger, or otherwise). 

Section 13  Amendment.

 No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement.

Section 14 Governing Law.

 This Agreement shall be governed by and interpreted in accordance with the laws of State, without regard to conflict of law principles. The parties, by their execution of this Agreement, irrevocably submit to the exclusive jurisdiction and venue of the federal or State courts in State.

Section 15 Compliance with Law.

 The Parties enter into this Agreement with the intent of conducting their relationship – and shall perform the Services and all duties hereunder – in full compliance with applicable federal, State, and local laws including, but not limited to, the Physician Self-Referral Law (the “Stark Law”), 42 U.S.C. § 1395nn, and the Anti-Kickback Statute (“AKS”), 42 U.S.C. § 1320a-7b(b). It is the intention and understanding of the Parties that this Agreement is a lawful and proper agreement under the regulatory AKS personal services and management contract safe harbor found at 42 C.F.R. § 1001.952(d) and as a personal services arrangement excepted from the Stark Law under 42 U.S.C. § 1395nn(e)(3). The parties expressly agree that nothing contained in this Agreement shall require either Party to refer or admit any patients to the other Party.

Section 16 Captions.

The captions herein are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections nor in any way affect this Agreement.

Section 17 Notice. 

 Any notice, demand, or communication required, permitted, or desired to be given under this Agreement shall be deemed effectively given when personally delivered or mailed by prepaid certified mail, return receipt requested, addressed to the party at the primary address of Employer or, if appropriate, at the residence of Independent Contractor on file with Employer, or to such other address and to the attention of such other person or officer as either party may designate by written notice.

Section 18   Counterparts.

 This Agreement may be executed in one or more counterparts, all of which shall together constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each and every party hereto and delivered to each and every other party hereto.

Section 19   Integrated Agreement; Severability.

 This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof. No other prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties relating to the subject matter hereof and not embodied in this Agreement shall be of any force or effect. This Agreement shall not be modified except in a writing signed by all parties hereto. If any provision of this Agreement shall for any reason be held to be invalid, unenforceable, or contrary to public policy, whether in whole or in part, the remaining provisions shall not be affected by such holding.

Section 20 Acknowledgement of Full Understanding. 

 Independent Contractor acknowledges and agrees that Independent Contractor has carefully read and fully understands the terms, provisions and legal effect of this entire Agreement and that Independent Contractor has been advised to seek, and has had the opportunity to seek, the advice of independent legal counsel prior to and in connection with the execution of this Agreement, and is signing this Agreement on Independent Contractor’s own free will, with full knowledge of its significance, and solely in reliance on Independent Contractor own knowledge, belief, and judgment.