PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (“Agreement”) is entered into this _____ day of _________, 20___ (“Effective Date”), by and between [COMPANY](“Company” or “Company”), a [STATE] corporation with offices at [ADDRESS] and ___________________________ (“Subcontractor”), located at___________________________ for professional and related services to be provided to Company by Subcontractor subject to the terms and conditions of this Agreement.

1. Scope of Services: Transcription

2. Terms of Agreement: This Agreement shall commence on the Effective Date and, unless otherwise terminated as provided herein, shall remain in effect for one (1) year and shall automatically renew for additional one (1) year periods unless a party provides the other with at least thirty (30) days prior written notice of its intention not to renew.

3. Time Devoted by Subcontractor: It is anticipated the subcontractor will perform services for company on an as needed basis. The particular amount of time may vary due to the cyclical nature of the Company’s business, the availability and proficiency of the Subcontractor.

Place Where Services Will Be Rendered: The Subcontractor will perform most services in accordance with this contract at his/her home or office.

5.          Transcription Equipment: Subcontractor will purchase own transcription equipment/software to be compliant with Company’s digital system and/or access to .wav, mp3, Real Player, Windows Media and other audio files.

6.         Billing and Fees: The Subcontractor will submit an itemized statement setting forth the services rendered. Subcontractors will be paid for work performed no later than 45 days from the date of the invoice.

7.         Independent Contractor: Both the Company and the Subcontractor agree that the Subcontractor will act as an independent contractor in the performance of its duties under this contract. This Agreement shall not constitute or be construed as a partnership, employer-employee relationship, franchisee-franchisor relationship, joint venture or agency agreement between the parties. Subcontractor shall have the right to enter into agreements with other clients provided such agreements do not adversely impact Subcontractor’s performance under this agreement.

Accordingly, the Subcontractor shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the subcontractor's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.