, an individual residing at (“Resource”),

INSERT YOUR NAME INSERT YOUR HOME ADDRESS

and RAIN Resources, a Limited Liability Corporation located at 760 Timber Lane, St. Paul MN 55126 (“RAIN”), agree to the following terms and conditions effective this 15th day of April, 2013 (“Effective Date”)

Wherefore, Resource is experienced in the implementation and use of Epic software and/or systems (“Go Live Services”); and

Wherefore, Resource is an employee of a Minnesota Epic User Group (“MNEUG”) organization member (“Participant”); and

Wherefore, RAIN, fulfilling the role of resource administrator for the purposes of this Agreement, has agreed to facilitate Participant’s supplemental staffing needs through procurement of available resources, billing, as well as other administrative matters as may be required to carry out the purposes of the EPIC Resource Access Program (“Program”); and

Wherefore, Resource has available sufficient paid-time-off hours to fulfill a request for Resources submitted to RAIN by a Participant;

Now therefore the parties agree to the following:

A.  Independent Contractor Status

1.  Resource shall perform all services under this Agreement as an independent contractor. The parties agree that this Agreement is not intended and shall not be construed to create an employer-employee relationship, partnership, joint venture or similar relationship between the parties. It is understood and agreed that neither the method of computing compensation, nor any other provision contained herein, shall be deemed to create any relationship between Resource and RAIN hereto other than the relationship of independent parties contracting for services.

2.  Resource’s employment status with its MNEUG employer shall not be affected by participation in any Go Live Services events under this Agreement.

3.  Resource shall be responsible for paying all employment and income taxes related to the provision of the Go Live Services.

4.  Resource shall be personally responsible for complying with the Minnesota Department of Labor and Industry rules regarding Worker’s Compensation insurance coverage.

5.  Other Insurance. Resource understands Participant shall not be responsible for obtaining or maintaining insurance, including, without limitation, worker’s compensation insurance, covering the Resources providing the Services under this Agreement. Resource will at their own cost and expense obtain and maintain in full force and effect, with financially sound and reputable insurers, commercial general liability insurance and/or errors and omissions insurance.

B.  Resource Qualification

1.  Resource certifies that they are an employee of an MNEUG employer.

2.  Resource certifies that they have sufficient paid-time-off hours accumulated with their employer to participate in the Go Live Services events.

3.  Resource further certifies that they have the requisite skills, certifications, and licensing to perform the Go Live Services under this Agreement.

a.  Resources may be required to provide verification of qualifications under this Section.

  1. Additional certification of Resource qualification under this Section may be required by the Participant, including but not limited to, background checks, drug tests or other pre-employment research, may be requested by Participant. The cost of the additional certification shall be borne by the Participant.
  1. Resource Responsibilities
  2. Resource shall follow the work direction provided by the Participant requesting the Go Live Services.

2.  Resource shall provide one (1) invoice for the total hours worked during a Go Live event within seven (7) days after the conclusion of the Go Live Services.

3.  While providing the Go Live Services, Resource will observe all applicable Participant work rules, policies and procedures, including without limitation, those which govern safety and security, use of equipment, sexual harassment and non-discrimination, alcohol and drug use, and integrity. Resource will at all times behave ethically, professionally and in a manner appropriate for the location and setting.

4.  The parties recognize that during the course of providing the Go Live Services under this Agreement, Resource may have access to the Participant Confidential Information. Resource recognizes the proprietary and confidential nature of the Confidential Information and Resource further recognizes the value and importance of keeping the Confidential Information confidential. Except as required in the course of performing Resources’ obligations hereunder, Resource shall not use, disclose, sell, license, publish, reproduce or otherwise make available to any third party the Confidential Information of the Participant. Resource shall take all necessary precautions to safeguard the confidentiality of the Participant’s Confidential Information and prevent the unauthorized disclosure of such information. Resource understands that they may be required to sign a Non-Disclosure Agreement in order to provide services for certain Participants.

5.  Protected Health Information (PHI) and Electronic Health Information (EPHI) (as defined in the Health Insurance Portability and Accountability Act of 1996, as amended and including regulations promulgated thereunder, collectively referred to as “HIPAA”) shall be treated as highly confidential and the use and/or disclosure of such information during the performance of the Go Live Services under this Agreement shall be made in accordance with Federal and Participant policies. Further, Resource agrees to immediately report any unauthorized use and/or disclosure that it becomes aware of in the performance of the Go Live Services under this Agreement. Resource agrees that he or she will not provide any Protected Health Information or Electronic Health Information of a Participant to RAIN or any third party, including Resource’s employer. Additionally, Resource understands that they may be required to sign a HIPAA compliant business associate agreement between Participant (as the covered entity) and Resource (as the business associate) in order to provide services for certain Participants.

  1. RAIN Responsibilities

1.  Resource will receive no payment from RAIN until Resource provides a completed Form W-9 with their taxpayer identification number.

  1. RAIN will pay Resource in accordance with the terms agreed to on the Epic Resource Engagement Form, a form of which is attached hereto and incorporated herein as Exhibit A, Work Order, for the invoiced Go Live Services. Such payment shall be made via Direct Deposit within five (5) days after receipt of payment to RAIN by the Participant. Resource is not entitled to payment for any work not approved and paid for the Participant or for work rejected by the Participant as incomplete or unsatisfactory.
  2. RAIN will not withhold any taxes from any amounts payable to Resource under this Agreement and will not make any FICA or other contributions on behalf of or for the benefit of Resource. As an independent contractor, Resource assumes full responsibility for and agrees to pay, and file all reports with respect to, all local, state and federal taxes, including withholding and FICA taxes, unemployment and workers’ compensation insurance, and any other taxes required in connection with all payments Contractor receives in connection with this Agreement. Resource will indemnify, defend, and hold RAIN, any Participant they provide Go Live Services to, and their MNEUG employer harmless for all claims relating to such payments.
  1. General Provisions
  2. This Agreement shall commence as of the Effective Date and shall continue in effect for one (1) year (“Initial Term”), unless earlier terminated by a party as provided in this Agreement. At the end of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms, (each a “Renewal Term”) unless either party terminates this Agreement by providing the other party written notice of termination at least thirty (30) days prior to the termination date.
  3. Once executed, this Agreement may not be modified, altered or amended except by written instrument duly executed by the parties.

3.  This Agreement, including any attachments, exhibits or schedules hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous representations, understandings or agreements, whether oral or written, relating to the subject matter hereof.

4.  The exhibits referred to in this Agreement and attached, or to be attached, including all Work Orders issued from time to time, are incorporated into and made subject to this Agreement.

5.  This Agreement may be executed in several counterparts, all of which taken together will constitute one single Agreement between the Parties.

6.  In the event any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions of this Agreement will not be affected and, in lieu of such invalid or unenforceable provision, there will be added automatically as part of this Agreement one or more provisions as similar in terms as may be valid and enforceable under applicable law. Either parties’ failure or delay to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provision, performance or option.

7.  Survival. All provisions that by their nature are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

8.  Governing Law and Venue. All disputes arising out of this agreement shall be governed by Minnesota law. Any dispute will be resolved or adjudicated in a state or federal court located in Minnesota.

9.  Work Product Owned by Participant. RAIN and Resource agree that Participant shall have sole ownership of all intellectual property rights and other property rights in and to all materials, documents and products generated by Resource ("work product"), and such work product shall be left with Participant upon completion. All work product will be deemed to be "works made for hire" under the United States Copyright Act, 17 U.S.C §101. To the extent such work product does not qualify as a work made for hire, Resource and RAIN shall transfer all right, title and interest in the work product (including copyright and patent rights) to Participant. Notwithstanding the foregoing, neither RAIN nor Resources procured through operation of this Agreement shall be deemed to convey, nor does Participant obtain, any rights in the methods, systems, templates, tools, materials, policies, records, working papers, knowledge, know-how, data or other intellectual property, written or otherwise, that RAIN and/or the Resources owned prior to this engagement (“RAIN/Resource Property”). All RAIN/Resource Property is and shall remain the exclusive property of RAIN and Resources.

Accepted By:

RAIN Resources, LLC SHARED RESOURCE

Authorized Signature / Authorized Signature
Cheryl A. Swanson
Name / Name
Owner / Shared Resource - Consultant
Title / Title
04/01/2013
Date / Date