Professional Services Volunteer Agreement

Patient Serving Clinics

College of Health Professions

Approved by the College of Health Professions Executive Council on January 9, 2018

This PROFESSIONAL SERVICES VOLUNTEER AGREEMENT (“Agreement”) is entered as of the date of the last signatures to this Agreement (“Effective Date”), by and between WICHITA STATE UNIVERSITY, a state educational institution of Kansas, 1845 Fairmount, Wichita, Kansas 67260‐0007, (hereinafter “WSU”) on behalf of its College of Health Professions, and [NAME OF VOLUNTEER], located at [VOLUNTEER ADDRESS] (hereinafter “VOLUNTEER”).

WITNESSETH:

WHEREAS, VOLUNTEER has offered to donate his/her time and skills to the College of Health Professions Program(s) at WSU; and

WHEREAS, WSU is desirous of retaining the services of VOLUNTEER to volunteer in the College of Health Professions Program(s) at WSU;

WHEREAS, the parties deem it to be to their mutual benefit and advantage to set forth the terms of their
agreement in writing;

NOW, THEREFORE, in consideration of the above premises and the individual and mutual promises of the parties hereinafter set forth, and for other good and valuable consideration, it is hereby agreed by and between the parties:

Term. That the term of this Agreement for Volunteer Professional Services shall be considered to begin [BEGINNING DATE] and to continue through the termination of the Agreement as provided in Section 2.
Termination.
- 2.1. VOLUNTEER acknowledges and agrees that while WSU may rely on his/her commitment to perform certain activities as a volunteer, VOLUNTEER is not obligated to WSU and WSU is not obligated to VOLUNTEER. Accordingly, WSU may release VOLUNTEER from his/her status as a volunteer at any time, and for any reason, and VOLUNTEER may choose not to be a volunteer for WSU at any time, and for any reason. Upon the end of VOLUNTEER’s status as a volunteer for WSU, neither VOLUNTEER nor WSU will have any obligation to the other except as explicitly stated in this Agreement.
- 2.2. This Agreement shall be terminated immediately without notice to VOLUNTEER upon the happening of any of the following:
  - 2.2.1. Whenever VOLUNTEER shall not be duly licensed or otherwise legally authorized to practice their professional discipline in the State of Kansas;
  - 2.2.2. Death of VOLUNTEER or the determination by WSU, the State of Kansas, or any professional association having control over VOLUNTEER, of the incompetence of VOLUNTEER;
  - 2.2.3. At any time when there is not professional liability/medical malpractice insurance in full force and effect with regard to VOLUNTEER;
  - 2.2.4. The suspension, expulsion or any other disciplinary action finally taken by the State of Kansas or the relevant licensing board;
  - 2.2.5. Conviction of a felony crime;
  - 2.2.6. Other actions determined by a neutral arbitrator to endanger the professional standing of VOLUNTEER.
Services. VOLUNTEER will be responsible for providing comprehensive treatment services to WSU’s patients in the appropriate patient serving clinic within the College of Health Professions. In addition, VOLUNTEER may provide supervision of students/residents in a variety of capacities (e.g., demonstration purposes, taking over during a procedure, etc.) should the need arise. All services set forth in this paragraph shall hereinafter be referred to as “Services”. WSU and VOLUNTEER will establish, prior to VOLUNTEER commencing any volunteer work, a mutually agreeable schedule for VOLUNTEER’s provision of the Services. WSU will retain full control of the scheduling of patients.
Relationship of the Parties and Volunteer Status. The parties agree that VOLUNTEER undertakes the furnishing of Services pursuant to the terms of this Agreement as a volunteer. The parties agree that WSU shall not control or have the right to control what VOLUNTEER does and how VOLUNTEER performs the work. By signing this Agreement, VOLUNTEER agrees that he/she is offering his/her services freely and without pressure or coercion and is not otherwise employed by WSU to perform the same type of services that he/she will be providing hereunder. Nothing in this Agreement shall be construed as creating any type of employment, partnership, or affiliate relationship between the parties. Neither party has any responsibility nor liability for the actions of the other party except as specifically provided in this Agreement. Neither party has any right or authority to bind or obligate the other party in any manner or make any representation of warranty on behalf of the other party.
No Compensation. VOLUNTEER understands and agrees that he/she is a volunteer and not an employee of WSU. Accordingly, VOLUNTEER agrees that he/she is providing the Services set forth herein without promise, expectation or receipt of compensation, remuneration, reimbursement, benefits and/or insurance. VOLUNTEER agrees to release WSU from any and all claims to compensation, reimbursement, remuneration, benefits and/or insurance related to his/her volunteer service. VOLUNTEER further understands and agrees that even if WSU provides him/her with financial support or assistance for his/her time and services as a volunteer (e.g., stipends, reimbursements, access to WSU facilities), it does not change VOLUNTEER’s status as a volunteer.
Insurance Requirements. Pursuant to K.S.A. 75‐6101 et seq., the Kansas Tort Claims Act (“KTCA”) is not applicable to claims arising from the rendering of or failure to render professional services by a health care provider. Rather, the KTCA requires claims for damages against a health care provider that is an employee (as that term is defined under the KTCA) of a governmental entity arising out of the rendering of or failure to render professional services by that health care provider to be recovered in the same manner as claims for damages against any other health care provider. Accordingly, VOLUNTEER must procure and maintain, at VOLUNTEER’S expense, during the period of this Agreement, the professional liability insurance described herein. Insurance must be with a company or companies qualified to do business in Kansas or in the state where the Services are being performed, as acceptable to WSU, and written on the standard approved certification forms. VOLUNTEER must furnish a certificate showing that such insurance exists and is valid upon execution of this Agreement and no less than annually thereafter. VOLUNTEER must provide WSU with a notice in writing ten (10) days prior to any cancellation of said insurance and must provide WSU with a notice in writing immediately upon any termination of said insurance.
- 6.1. Professional Liability Insurance. VOLUNTEER shall maintain professional liability insurance in accordance with K.S.A. 65‐1468(a) and any and all other applicable laws. Such coverage must contain minimal limits of $1,000,000 per case and $3,000,000 annual aggregates.
Indemnification and Hold Harmless.
- 7.1. By signing this Agreement, VOLUNTEER agrees to voluntarily waive, release and hold harmless WSU, the WSU Board of Directors and/or their officers, servants, agents, students and employees from any and all claims, causes of action and damages for bodily injury or death that VOLUNTEER may suffer as a result of, or in any manner connected with, directly or indirectly, VOLUNTEER’S participation as a Clinic volunteer. VOLUNTEER understands that this waiver and release precludes his/her right to recovery of damages in the event VOLUNTEER is injured in the course of performing his/her volunteer duties and/or Services provided hereunder whether on site, off site and/or during transportation to WSU.
- 7.2. By signing this Agreement, VOLUNTEER agrees to defend, hold harmless and indemnify WSU, the WSU Board of Directors and/or their officers, servants, agents, students and employees from and against all damages, claims, liabilities, causes of action, judgments, settlements, costs and expenses (including, but not limited to reasonable expert witness and attorney fees) that may at any time arise or be claimed by any person as a result of bodily injury, death or property damage, or as a result of any other claim or cause of action of any nature whatsoever, arising from or in any manner connected with, directly or indirectly, VOLUNTEER’S volunteer duties and/or Services provided hereunder, whether on site, off site and/or during transportation to and from WSU.
- 7.3. WSU shall not be precluded from receiving the benefits of any policy coverage or proceeds that an insurance company may carry which provides for indemnification for any loss or damage to property in VOLUNTEER’s custody and control, where such loss or destruction is to WSU property. VOLUNTEER shall do nothing to prejudice WSU right(s) to recover against third parties for any loss, destruction or damage to WSU property.
Standards; Compliance with Laws and Policy. VOLUNTEER will use his/her best efforts, skill,
judgment, and abilities to perform the Services and to further the interests of WSU in accordance with WSU’s requirements and procedures, in accordance with the highest standards of VOLUNTEER’s profession or business and in compliance with all applicable national, federal, state, and municipal, laws, regulations, codes, ordinances and orders (collectively, the “Applicable Laws”). In addition, VOLUNTEER will be subject to WSU policies and procedures, including but not limited to policies regarding ethical conduct, health and safety, the protection of sensitive information, the ownership of intellectual property, and others. VOLUNTEER agrees to conduct himself/herself consistent with all applicable WSU policies and procedures. Without limiting the foregoing, VOLUNTEER will comply with all applicable laws and facility rules related to personal health, security, environmental quality, safety, fire prevention, noise, smoking, parking and access restrictions.
HIPAA Compliance. VOLUNTEER agrees to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104‐191 (codified at 45 C.F.R. Parts 160 and 164), as amended (“HIPAA”); privacy and security regulations promulgated by the United States Department of Health and Human Services (“DHHS”); title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111‐5, as amended (“HITECH Act”); the Genetic Information Nondiscrimination Act of 2008 (“GINA”); provisions regarding Confidentiality of Alcohol and Drug Abuse Patient Records (codified at 42 C.F.R. Part 2), as amended (collectively referred to as “HIPAA”), to the extent that VOLUNTEER uses, discloses or has access to protected health information as defined by HIPAA. Under the final Omnibus Rule effective March 2013, VOLUNTEER may be required to enter into a Business Associate Agreement pursuant to HIPAA.
Licenses, Registrations and Permits. VOLUNTEER warrants, represents, and agrees that VOLUNTEER will obtain and maintain, at VOLUNTEER’s own cost, any and all approvals, licenses, filings, registrations and permits required by Applicable Law for the performance of the Services.
VOLUNTEER shall continuously be recognized/certified in basic life support procedures, including cardiopulmonary resuscitation, and provide documentation to WSU annually. VOLUNTEER will immediately notify WSU in the event that VOLUNTEER ceases to maintain any and all such approvals, licenses, certifications, filings, registrations and permits. WSU reserves the right to terminate this Agreement upon such notice, pursuant to Section 2 herein.
Background Checks. Prior to volunteer service, VOLUNTEER shall undergo and pass all background checks required by WSU including, but not limited to a search for state and federal felony convictions.
Confidential Information. VOLUNTEER acknowledges that while serving as a volunteer, he/she may be provided with or have access to confidential information and/or proprietary information of WSU. Such information may include but is not limited to research data, results, reports, analyses, student and student‐related information, methods of operation, trade secrets, training materials, policies, protocols, and procedures (administrative, research, and clinical), budgeting, staffing needs, databases, marketing information, equipment capabilities, fee schedules, and other proprietary, business, financial and other information connected with or related to the University that is not generally known to the public (collectively, “Confidential Information”). VOLUNTEER agrees that he/she will take all necessary steps to protect any Confidential Information that he/she may receive. VOLUNTEER agrees that he/she will not permit the unauthorized access, use or disclosure of any Confidential Information to any third party except as required by applicable law. This provision shall survive the termination or expiration of this Agreement. VOLUNTEER agrees to promptly notify WSU upon discovery of any unauthorized use or disclosure of the Confidential Information.
Care of, Use of and Access to WSU Property. VOLUNTEER shall be responsible for the proper care and custody of any WSU property and real property furnished for VOLUNTEER’s use in connection with the performance of this Agreement, and VOLUNTEER will reimburse WSU for such property’s loss or damage caused by VOLUNTEER, normal wear and tear excepted.
Prohibition of Gratuities. Neither VOLUNTEER nor any person, firm or corporation employed by
VOLUNTEER in the performance of this Agreement shall offer or give any gift, money or anything of value or any promise for future reward or compensation to any WSU employee at any time.
Retention of Records. Unless WSU specifies in writing a shorter period of time, and/or unless
otherwise required by applicable law, VOLUNTEER agrees to preserve and make available all of its books, documents, papers, records and other evidence involving transactions related to this
Agreement for a period of five (5) years from the date of the expiration or termination of this
Agreement. Matters involving litigation shall be kept for one (1) year following the termination of
litigation, including all appeals, if the litigation exceeds five (5) years. VOLUNTEER agrees that
authorized federal and state representatives, including, but not limited to, WSU personnel,
independent auditors acting on behalf of WSU, WSU and/or federal agencies shall have access to and the right to examine records during the Agreement period and during the five (5) year post‐Agreement period. Delivery and access to the records shall be at no cost to WSU.
Notices. All notices, demands, requests, approvals, reports, instructions, consents or other
communications (collectively “notices”) which may be required or desired to be given by either party to the other shall be IN WRITING and sent by certified mail or overnight traceable delivery and addressed as follows, unless any other person or address may be designated by notice from one party to the other:
1. - If to Wichita State University:
    - Attn: [NAME]
      Wichita State University
      1845 Fairmount Street
      Wichita, Kansas 67260‐0xxx
    - With a copy to:
      Attn: General Counsel
      Wichita State University
      1845 Fairmount Street
      Wichita, KS 67260‐0205
- - If to VOLUNTEER:
    - Attn: [NAME]
      [FULL NAME OF COMPANY]
      [PRIMARY BUSINESS ADDRESS – NO PO BOX]
    - With a copy to:
      [optional]
Use of Marks, Logos and Marketing. VOLUNTEER shall not use the name, logos, insignias or
trademarks of WSU, WSU, any affiliates of WSU, or any project member, in any publicity, advertising, promotional materials, news release or websites except as set forth in this Agreement or as authorized in writing by WSU in each instance. VOLUNTEER may use the name of WSU in a document required to be filed with, or provided to, any governmental authority or regulatory agency to comply with applicable legal or regulatory requirements. VOLUNTEER may also refer to WSU by name and reprint the WSU logo in any internal or governmental report or summary report prepared by VOLUNTEER as it relates to the services provided by VOLUNTEER to WSU.
Third Party Beneficiaries. This Agreement shall not be construed as providing an enforceable right to any third party.
Captions. The captions and headings in this Agreement are for reference only and do not define,
describe, extend or limit the scope or intent of this Agreement.
Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be enforced to the fullest extent permitted by law.
Waiver. Any waiver shall be in writing and provided to all other parties. Failure to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights provided herein or by law, shall not be deemed a waiver of any rights of any party hereto.
Assignment. This Agreement may not be assigned by VOLUNTEER except upon the prior written
consent of WSU, and which consent may be withheld or conditioned by WSU as necessary to prevent prejudice to its interests and entitlements hereunder. This Agreement and all rights, privileges and licenses granted hereunder may be assigned by WSU to WSU subsidiaries and WSU supporting organizations. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives and assigns.
State of Kansas Terms. The Provisions found in Contractual Provisions Attachment (Form DA‐146a, Rev. 06‐12), which is attached hereto as ATTACHMENT A, are hereby incorporated in this Agreement and made a part thereof.
Counterparts/Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be executed via “wet” signature, authorized signature stamp or electronic mark and the executed signature pages may be delivered using pdf or similar file type transmitted via electronic mail, cloud based server, e‐signature technology or other similar electronic means.
Electronic Signatures. The Parties agree that this Agreement may be signed with electronic
signatures. Whenever either Party executes an electronic signature on this Agreement, it has the
same validity and meaning as a handwritten signature and shall be legally binding equivalent. The Parties agree that neither party will, at any time in the future, repudiate the meaning of an electronic signature or claim that an electronic signature is not legally binding.
Entire Agreement. This Agreement (including all documents attached or referenced) is intended by the parties as the final and binding expression of their agreement and as the complete and exclusive statement of its terms. This Agreement cancels, supersedes, and revokes all prior negotiations, representations, and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement, not‐withstanding, any non‐disclosure or confidentiality agreements directly relating to the Services.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and/or authorized same to be
executed by their duly authorized representatives as of the date shown below the respective signatures.

WICHITA STATE UNIVERSITY

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CONTACT INFORMATION (PHONE, E‐MAIL)

VOLUNTEER

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DATE

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CONTACT INFORMATION (PHONE, E‐MAIL)