THIS AGREEMENT is dated: 28 Nov 2023
(1) RESILIENCE MEDICINE CLINICS LTD, a company incorporated and registered in England and Wales with company number 12341451, with its registered office at 85 Great Portland Street, London (the “Company”); and
(2) Prof Mike Barnes of address – -, -, -(the “Consultant”).
The Company is a private medical clinic company. The Consultant is a physician wishing to see patients to treat relevant medical conditions.
1 Term of Engagement
1.1 The Company shall engage the Consultant as a Clinical Consultant and the Consultant shall provide the Services on the terms of this Agreement.
1.2 The appointment hereunder shall commence with effect from the Commencement Date and shall continue unless and until terminated:
(a) by either party, subject to:
(b) otherwise in accordance with the terms of this Agreement.
2.1 During the Engagement the Consultant shall:
(a) conduct appointments with Patients of the Company relevant to the Specialism at times agreed by the parties to provide clinical advice, treatment and recommendations in accordance with the SOPs of the Company;
(b) at all times maintain:
2.2 During the Engagement the Company shall:
(a) provide fit and proper Electronic medical records system and virtual consulting systems.
(b) maintain such insurance as is appropriate for the operator of private medical clinics in the United Kingdom;
2.3 The Consultant will determine how the Services are to be completed and will have flexibility as to the hours worked but will make all reasonable attempts to work within an overall agreed deadline, will observe Health and Safety regulations and other policies of the Company
2.4 To enable Patient appointments to be booked and notice to Patients delivered on reasonable notice, the parties shall agree the availability of Consultant on a rolling monthly basis confirmed in writing.
2.5 If the Consultant is unable to provide the Services due to illness or injury the Consultant shall advise the Company of that fact as soon as reasonably practicable.
3.1 The Company shall within 14 days of receipt of an invoice from the Consultant pay to the Consultant consultancy fees as set out below:
4.1 The Consultant shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services, the clinical treatment of Patients and shall accordingly maintain in force during the engagement full and comprehensive insurance policies.
4.2 The Consultant shall ensure that the Insurance Policies are taken out with reputable insurers and that the level of cover and other terms of insurance are customary for a private clinician with the Specialism.
4.3 The Consultant shall on request supply to the Company copies of such insurance policies and evidence that the relevant premiums have been paid and the insurance policies are valid and in full force and effect. The Consultant shall comply with all terms and conditions of the insurance policies at all times. Should cover under the insurance policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the insurance policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify the Company without delay.
5 Status and Further Assurance
5.1 The relationship of the Consultant to the Company will be that of independent contractor and nothing in this Agreement shall render the Consultant as an employee, worker, agent or partner of the Company and the Consultant shall not hold themselves out as such.
5.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Company for and in respect of any income tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services by the Consultant where such recovery is not prohibited by law.
(a) any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant against the Company arising out of or in connection with the provision of the Services.
6.1 Any notice or other communication given under this Agreement must be served by delivering it by email to the party due to receive it, at the email address set out in this sub-clause or to such other address or email address as last notified in writing to the other party. The email address of the parties for the purpose of this sub-clause are as follows:
The Company – [email protected]
The Consultant – [email protected]
7 Entire Agreement
7.1 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
7.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
8 Third Party Rights
8.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Consultant and the Company shall have any rights under it. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any third party.
9 Governing Law and Jurisdiction
9.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement.
THIS DOCUMENT has been EXECUTED as a DEED and is DELIVERED and takes effect on the date stated at the beginning of it. EXECUTED as a DEED by