BossCE Clinical Instructors’ Agreement

BossCE Clinical Instructors' Agreement

Updated 5th November 2023.

Thank you for the opportunity to work with you. The purpose of this agreement (“Agreement”) is to set forth the terms relating to the services you will be providing Boss Clinical Education (“BossCE”) along with any of its affiliates that enters into a sub-agreement (“SubAgreement”) with you. In the event of such SubAgreement, any reference to BossCE in the SubAgreement, this Agreement, and any related document shall be deemed to refer to the affiliate named in the SubAgreement.

This Agreement shall be effective as of the date of approval by BossCE on your Clinical Instructor application and shall continue in effect for the duration of your valid BossCE Clinical Instructor’s Accounts. This Agreement may be invalidated by either party by giving 30 days notice in email to the other party and closure of the BossCE User and Clinical Instructor’s Accounts.

1. Introduction

2. Confidentiality obligations

The Platform Owner undertakes to protect the confidential information and therefore the intellectual property of the Clinical Instructor to the best of its ability through this agreement that it will also be obliged towards the Clinical Instructor.

Through this agreement, the Platform Owner guarantees that:

the Clinical Instructor has total control of the uploaded files;
after delivery, the Platform Owner will ensure confidentiality of the file(s) in the platform and if the Clinical Instructor ceases use of the platform, the Platform Owner is obligated to delete the file(s) from the platform as there is no reason to keep it as the file(s) are owned by the Clinical Instructor.

3. Services

During the term of this Clinical Instructor’s Contract, the Clinical Instructor’s approved Clinical Course Content may be subject to any applicable law or regulation and the Clinical Course Content may be added to or otherwise redefined on agreement by the Clinical Instructor and the Platform Owner, executed after platform system approval. The Clinical Instructor agree and acknowledge that the Clinical Instructor is an independent contractor and will not be an employee of Platform Owner under this agreement.

4. Fees & benefits

In consideration for the Clinical Instructor’s Fees under this agreement, the Platform Owner will pay the Clinical Instructor a fee of 50% of the paid subscription value of the uploaded Clinical Course Content by Clinical Instructor which content has been approved by the Platform Owner by which have been purchased and paid by the subscriber. Payment cycle is on the 28th of each month and made to the Clinical Instructor’s Paypal account that the Clinical Instructor would have provided in the Clinical Instructor’s Clinical Instructor’s Account page. The balance 50% of the subscription value will be considered as the Platform Owner’s which will be used on the Platform Owner’s discretion for managing the platform, the marketing expenditure of the courses in the platform as well as be part of the profit by the managing company.

For Clinical Instructors to be listed as a Partner Academy, the Clinical Instructor can apply via email to the Platform Owner and the Platform Owner reserves the right approve the application or otherwise and Partner Academies will still use this Clinical Instructor’s Contract. Partner Academies will be charged USD 1,000 per year starting the date of enforcement of this contract unless agreed by the Clinical Instructor and Platform Owner with a signed waiver (Appendix I). Partner Academies will receive benefits such as; (1) their own webpage and subdomain in the platform containing the uploaded Clinical Course Content, by which design will be by the Platform Owner as discussed with Partner Academies. The Platform Owner retains the rights to create, manage and the webpages and can modify according to its discretion, (2) Promotional postings of other courses and or events by Partner Academies on their webpage on the platform as described in (1), (3) Fees are the same as Clinical Instructor’s as mentioned above, and (4) Other benefits that are discussed between Partner Academies and the Platform Owner.

Enterprise accounts will be able to purchase Clinical Course Content at an approved discounted rates as a method of customer loyalty and marketing. Therefore, any Fees for Clinical Instructors as well as Partner Academies will also reflect on the price value subscribed by Enterprise accounts. The Platform Owner reserves the right to approve Enterprise accounts and Clinical Course Content to be provided to these Enterprise Accounts without informing Clinical Instructors.

The platform provides the ability for subscribers to purchase Clinical Course Content using their accumulated points as a method of customer loyalty and marketing. Any Clinical Course Content purchases using these points will therefore do not provide Fees to Clinical Instructors, Partner Academies and the Platform Owner. The Platform Owner reserves the rights to approve subscriber accounts and the Clinical Course Content that can be purchased using points without informing Clinical Instructors and Partner Academies.

5. Content authenticity

The Clinical Instructor agree and warrant that all content including and not limited to visual images, electronic or otherwise, used during the provision of the Clinical Course Content do not misrepresent or falsify any treatment outcome. If corrections have been made to any images to better demonstrate an educational topic, these corrections must be fully explained and disclosed to any audience observing those content to ensure that no member of such audience believes that the content presented was not in its natural state. The Clinical Instructor further agree and warrant that the Clinical Instructor have obtained any required consent for use of such content and personal identifiable information thereof e.g. full faces (“PII”). To the extent the content above includes PII (e.g. full face) of an EU based patient and such content are created by the Clinical Instructor and unless provided otherwise, the Clinical Instructor shall provide when called upon to show the patient’s consent to use patient’s image. The template to receive such consent is available from the Platform Owner. Such consent shall be provided to the Platform Owner for each content which includes PII when required. The Clinical Instructor also undertake to securely transfer to the Platform Owner any visual image of patients and to promptly inform the Platform Owner about any request you receive from patients about the usage of their visual images above, including them withdrawing their consent to said usage. As separate data controller for the PII of the patients, the Clinical Instructor undertake to process said PII according to any applicable data privacy law, including but not limited to the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”).

6. Warranties

The Clinical Instructor warrants that: (a) statements by the Clinical Instructor in connection with Clinical Course Content under this agreement, those statements will be true and fully substantiated and will not violate any applicable law; (b) the Clinical Instructor have accurately represented the Clinical Instructor’s professional education and licensure to the Platform Owner; (c) in connection with Clinical Course Content, the Clinical Instructor will comply with the Platform Owner’s policies and procedures related to the Clinical Course Content being provided including, but not limited to advance approval of Clinical Course Content prior, the Platform Owner’s policy on off label product promotion and providing health economic information; and (d) if the Clinical Instructor provides any materials or use any proprietary information in rendering or in connection with the services the Clinical Instructor provides under this contract including, without limitation, Clinical Course Content or any images, videos, sound recordings, or photographs provided to the Platform Owner, none of these will infringe any copyrights, trademarks, trade secrets, rights of privacy or any other rights of others.

7. Confidential information

In this contract, “Confidential Information” shall mean any information not generally known and relating to the Platform Owner proprietary or new potential products or services, purchasing information, engineering, research, development, marketing, sales, customers, or any similar information of a like nature. All information disclosed to the Clinical Instructor that is treated by the Platform Owner as Confidential Information, or which the Clinical Instructor have reasonable basis to believe is Confidential Information, shall be presumed to be Confidential Information.

The term Confidential Information will not include information which: (1) the Clinical Instructor can establish by documentation was known to the Clinical Instructor prior to receipt by the Clinical Instructor from the Platform Owner; or (2) is lawfully disclosed to the Clinical Instructor by a third party not deriving the same from the Platform Owner; or (3) is presently in the public domain or becomes a part of the public domain through no act of the Clinical Instructor; or (4) the Clinical Instructor can establish by documentation was developed independently by Clinical Instructor. The Clinical Instructor agree to never disclose any Confidential Information without the Platform Owner’s prior written consent nor use such information except as required to provide Clinical Course Content. To the extent required by disclosure laws relating to interactions between health care professionals and drug and device manufacturers, the Platform Owner will be obliged to report any relationship transfer of value to the applicable authorities who in turn may publish the information. Remaining always in this agreement, the Platform Owner will have the right to request, at any time and without prior notice, the immediate return or destruction of any Confidential Information transferred to or acquired by the Clinical Instructor on any physical support or platform.

The Clinical Instructor is expressly prohibited from refusing, impeding or otherwise preventing such restitution or destruction as well as withholding copies, extracts or reproductions, in any form or with any support, of the Confidential Information which the other party has requested to be returned or destroyed.

8. Duration of this agreement

This agreement is to be considered valid and binding between the Parties starting from the date of the signing of the same and will only be deemed null with written request by either Parties. The party wishing to cease the contract will be required to email the request to the other and once received, this agreement will be null and void.

9. Declaration of domicile and communications

All communications regarding this contract must be made in writing or email to the intended domicile, unless otherwise provided in writing sent and received by the other party

10. Final Provisions

This contract shall not be transferable or assignable by any party without the prior written consent of the other party, except that the Platform Owner may assign this contract to an affiliate or subsidiary without the Clinical Instructor’s consent. When using social networking sites and communities in connection with providing services, the Clinical Instructor agrees to abide by the then-current Platform Owner’s social media standards, including any required disclosure of material connections to the Platform Owner. Due to the nature of the Clinical Course Content to be provided, the Clinical Instructor hereby acknowledge and agree that the Clinical Instructor shall not present or publish on any of the Clinical Course Content contemplated herein without the Platform Owner’s prior written consent (Appendix II).

Any change to this contract, for the purposes of its validity and effectiveness, must take the written form and must be signed by both Parties.

This contract is governed and interpreted in accordance with the laws of the country in which the Platform Owner has its registered office, without reference to provisions regarding conflict of laws. Except for mandatory legal provisions, in the event of disputes arising from this contract, the competent court will be in Malaysia where the Platform Owner has its registered office. Subject to the right to file a complaint before a court, the Clinical Instructor and the Platform Owner undertake to first make every reasonable effort to reach an amicable settlement of the dispute.

11. Questions

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