This agreement dated this day of , 20 , is executed by and between Southern Medical Staffing, LLC ("SMS", located at 1500 Metro Dr., Alexandria, Louisiana 71301, and ("Contractor"), whose mailing address is .

Whereas, SMS seeks to engage Contractor to accomplish the objectives described in the Exhibit titled "Qualifications and Description of Services to be Performed by a Respiratory Therapist", which is attached hereto.

Whereas, based on the nature of the relationship that the parties intend to establish, SMS hereby engages Contractor as an Independent Contractor.

Now, therefore, in consideration of the mutual promises and covenants of the parties as herein contained, the parties hereto agree and contract as follows:

1. SMS hereby engages Contractors to accomplish the objectives described in the Exhibit titled "Qualifications and Description of Services to be performed by a Respiratory Therapist", which is attached hereto, which can be amended from time to time in accordance with Paragraph 12.
2. SMS enters into this agreement based on Contractor's demonstrated ability to accomplish the objectives described in the Exhibit attached hereto. Consequently, SMS will not provide Contractor with any training or instructions with respect to the services to be provided hereunder. Contractor declares that he/she has complied with all federal, state, and local business permit and licensing requirements necessary to conduct business. Contractor declares that he/she obtains his/her own worker's compensation policy. Contractor will hold harmless and indemnify SMS for any and all claims arising out of injury, disability, or death of Contractor. Contractor understands that the insurance contract and other information that he/she provides to SMS may be disclosed to any Facility desiring to utilize his/her professional nursing services. Contractor understands that SMS shall not obtain or pay for any insurance on behalf of Contractor.
3. This agreement is not to be interpreted or construed as creating or establishing an employee/employer relationship between Contractor and SMS. Consistent with the parties' intent that the relationship created by this Agreement be that or service recipient and Independent Contractor, Contractor shall retain the exclusive right to control and direct all details of the services that Contractor performs hereunder, including, where, when and how the services are to be performed and is free from any control or direction of SMS. Contractor's failure to accomplish an objective described in the attached Exhibit shall constitute a material breach of this Agreement.
4. Contractor shall not be eligible to participate in any benefit programs that SMS now or hereafter maintains for its employees and, in the event Contractor for any reason were to become eligible to participate in a SMS sponsored benefit program, Contractor hereby waives any such right to participate in the program. This waiver of any right to participate in SMS sponsored employee benefit programs represents a material component of the terms of compensation agreed to by these parties and is not in any way conditioned on any representation of assumption concerning statues of Contractor with respect to SMS as an employer of Independent Contractor.
5. For all purposes, including but not limited to the Federal Insurance Contributions Act (FICA), the Social Security Act, the Federal Unemployment Act (FUTA), income tax withholding and any and all other federal, state, and local laws, rules and regulations, Contractor shall be treated as an Independent Contractor and not as an employee with respect to SMS. Contractor is therefore responsible for filing and paying his/her own payroll taxes (Internal Revenue Service and State of Louisiana) and agree to hold harmless SMS for any failure to comply with any taxing authority. At the request of SMS, Contractor also agrees to supply proof of filing and payment. Contractor also agrees to fully indemnify SMS for any and all taxes, fees, costs, and penalties assessed by any taxing authority of any type whatsoever that should seek to collect from SMS on behalf of Contractor.
6. Contractor acknowledges and agrees that Contractor shall be responsible (as a self-employed individual) for filing all tax returns, tax declarations and tax scheduled, and for payment of all taxes required, when due, with respect to any and all compensation earned by Contractor under this Agreement. SMS will neither pay nor withhold any employment taxes with respect to the compensation it pays Contractor. Rather, SMS will report the amounts it pays to Contractor on Internal Revenue Service Form 1099, to the extent required to do so under applicable Internal Revenue Code provisions.
7. SMS shall have no obligation to pay a Contractor's fee for services provided prior to receipt of a completed and signed time slip/invoice requesting payment. SMS will not reimburse Contractor for any expenses, including but not limited to fees, fines, licenses, or taxes, incurred in connection with the performance of services hereunder unless otherwise agreed by SMS in accordance with Paragraph 12.
8. Monies paid to Contractor are not considered wages and will be paid at a negotiated rate to be determined on a case by case basis. Fees for Contractor's services are directly billed to Facilities by SMS and if any negotiated rate differs from that originally determined then Contractor may not directly bill any Facility.
9. Contractor provides services to SMS on a part time basis and reserves the right to, and intends to perform services for other staffing agencies/companies.
10. Neither party hereto may terminate this Agreement unless the party first provides the other party with written notice. In the case of a material breach of this Agreement by one party, however, the other party shall have the right to terminate this Agreement immediately by providing the breaching party with a notice of termination. The termination shall be effective at the time the notice is received by the breaching party.
11. This Agreement shall be governed by the construed and enforced in accordance with the laws of the State of Louisiana. Any and all disputes arising out of, or relating to the performance of services contracted for, under this Agreement, shall be settled by arbitration. Such arbitration shall be final and binding upon the parties, and shall be the sole and exclusive remedy of the parties with respect to any dispute arising out of, relating to, or resulting from the interpretation of the terms of this Agreement, or any breach thereof. The costs of such arbitrations shall be borne equally by the parties. This Paragraph 11 shall survive the termination of this Agreement.
12. This Agreement shall constitute the entire written agreement between the parties, and shall supersede any and all agreements or understanding in effect between the parties hereto. Neither this Agreement nor attached Exhibit may be modified except by written agreement executed by the parties hereto.
13. If any provision of this Agreement is found, held or deemed to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of this Agreement shall continue in full force and effect.
14. No breach of any provision hereof can be waived unless in writing. Waiver of any breach of any provision hereof shall not be deemed to be waiver of any breach of the same, of any other provision.
15. Any notice required or permitted under this Agreement shall be in writing and sent to the other party by first class mail at the address set forth above, or to such other address as a party hereto may specify in writing.

In witness whereof, the parties hereto have executed this Agreement on the day and year first above written.