Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 1 of 39 PageID #:1
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF ILLINOIS
`
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`MEDIX STAFFING SOLUTIONS, INC.,
`an Illinois corporation,
`Plaintiff,
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`NOVO HEALTH, LLC, a Wisconsin limited
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`liability company,
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`and
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`NOVO HEALTH TECHNOLOGY GROUP,
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`LLC, a Wisconsin limited liability company,
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`and
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`NOVO CONSERVATIVE CARE, LLC, a
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`Wisconsin limited liability company,
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`and
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`NOVO DIRECT CONTRACTING, LLC, a
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`Wisconsin limited liability company,
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`and
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`NOVO, LLC, a Wisconsin limited liability
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`company,
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`COMPLAINT
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`Plaintiff Medix Staffing Solutions, Inc. hereby files this Complaint against Defendants
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`
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`vs.
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`
`
` Civil Action No. 22-cv-225
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`
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`
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`
`
`and
`INNOVATION ALLIANCE, LLC, a
`Wisconsin limited liability company,
`and
`CURT KUBIAK, an individual,
`
`
`Defendants.
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`Novo Health, LLC (“Novo Health”), Novo Health Technology Group, LLC (“Novo Health
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`Technology”), Novo Conservative Care, LLC (“Novo Conservative Care”), Novo Direct
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`Contracting, LLC (“Novo Direct Contracting”), Novo, LLC (“Novo”), Innovation Alliance, LLC
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`(“Innovation Alliance”) (collectively “Defendant Companies”) and Curt Kubiak (collectively
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`“Defendants”).
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`
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`

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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 2 of 39 PageID #:2
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`NATURE OF THE ACTION
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`1.
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`Plaintiff brings this breach of contract action to recover a principal balance of
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`$1,583,276.60 for staffing services rendered, plus contract-based late fees, attorneys’ fees, interest
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`and costs.
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`PARTIES
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`2.
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`Plaintiff is an Illinois corporation with a principal place of business located at 222
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`S. Riverside Plaza, Suite 2120, Chicago, IL 60606.
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`3.
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`Defendant Novo Health is a Wisconsin limited liability company with a principal
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`place of business located at 2105 E. Enterprise Avenue, Appleton, WI 54913. The members of
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`Novo Health consist of Defendant Kubiak, a natural person and Wisconsin resident, residing at
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`123 Ashbrooke Place, Neenah, WI 54956, David Dewitt, a natural person and Wisconsin resident,
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`maintaining an address of 5320 W. Michaels Drive, Appleton, WI 54913, Ken Schaufelberger, a
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`natural person and Wisconsin resident, maintaining an address of 2105 E. Enterprise Avenue,
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`Appleton, WI 54913, Brian Lohrbach, a natural person and Wisconsin resident, maintaining an
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`address of 2105 E. Enterprise Avenue, Appleton, WI 54913, David Eggert, a natural person and
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`Wisconsin resident, maintaining an address of 2105 E. Enterprise Avenue, Appleton, WI 54913,
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`David Kuplic, a natural person and Wisconsin resident, maintaining an address of 2105 E.
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`Enterprise Avenue, Appleton, WI 54913, and David Rust, a natural person and Wisconsin resident,
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`maintaining an address of 2105 E. Enterprise Avenue, Appleton, WI 54913.
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`4.
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`Defendant Novo Health Technology is a Wisconsin limited liability company with
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`a principal place of business located at 2105 E. Enterprise Avenue, Appleton, WI 54913. Novo
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`Health Technology is currently in a “delinquent” status as of January 13, 2022, having failed to
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`file an annual report, however Novo Health Technology has not filed articles of dissolution. Novo
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`2
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 3 of 39 PageID #:3
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`Health Technology’s registered agent and member is Defendant Kubiak, a natural person and
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`Wisconsin resident, residing at 123 Ashbrooke Place, Neenah, WI 54956.
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`5.
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`Defendant Novo Conservative Care is a Wisconsin limited liability company with
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`a principal place of business located at 2105 E. Enterprise Avenue, Appleton, WI 54913. The
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`members of Novo Conservative Care consist of Defendant Kubiak, a natural person and Wisconsin
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`resident, residing at 123 Ashbrooke Place, Neenah, WI 54956, and Sandi Rochon, a natural person
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`and Wisconsin resident, maintaining an address of 5320 W. Michaels Drive, Appleton, WI 54913,
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`6.
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`Defendant Novo Direct Contracting is a Wisconsin limited liability company with
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`a principal place of business located at 2105 E. Enterprise Avenue, Appleton, WI 54913. On
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`December 14, 2021, Defendant Novo Direct Contracting was administratively dissolved for failing
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`to file an annual report. Novo Direct Contracting’s registered agent and member is Defendant
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`Kubiak, a natural person and Wisconsin resident, residing at 123 Ashbrooke Place, Neenah, WI
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`54956.
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`7.
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`Defendant Novo is a Wisconsin limited liability company with a principal place of
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`business located at 2105 E. Enterprise Avenue, Appleton, WI 54913. Defendant Novo is currently
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`not in good standing as of January 12, 2022. On October 13, 2020, Defendant Novo filed a notice
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`of administrative dissolution and on December 13, 2020, Defendant Novo was administratively
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`dissolved. Novo’s registered agent and member is Defendant Kubiak, a natural person and
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`Wisconsin resident, residing at 123 Ashbrooke Place, Neenah, WI 54956.
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`8.
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`Defendant Innovation Alliance is a Wisconsin limited liability company with a
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`principal place of business located at 2105 E. Enterprise Avenue, Appleton, WI 54913. The
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`members of Innovation Alliance consist of Defendant Kubiak, a natural person and Wisconsin
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`3
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 4 of 39 PageID #:4
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`resident, residing at 123 Ashbrooke Place, Neenah, WI 54956, and Sandi Rochon, a natural person
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`and Wisconsin resident, maintaining an address of 5320 W. Michaels Drive, Appleton, WI 54913,
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`9.
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`Defendant Curt Kubiak is a natural person and Wisconsin resident, residing at 123
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`Ashbrooke Place, Neenah, WI 54956.
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`JURISDICTION AND VENUE
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`10.
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`There is complete diversity between the parties pursuant to 28 U.S.C. § 1332
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`because Plaintiff is a citizen of Illinois and Defendants, including all members of the Defendant
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`Companies, are all citizens of Wisconsin.
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`11.
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`The amount in controversy requirements of 28 U.S.C. § 1332 are satisfied in that
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`there is more than $75,000.00 at issue, exclusive of costs, interest and attorneys’ fees.
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`12.
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`This action properly lies in the Northern District of Illinois pursuant to 28 U.S.C. §
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`1391, because facts giving rise to this action occurred within this District, the home office of the
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`Plaintiff is located within this District, and the parties’ written contract contains a venue provision
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`establishing jurisdiction in this District.
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`13.
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`Venue is appropriate in this court.
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`FACTS COMMON TO ALL ALLEGATIONS
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`14.
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`Plaintiff incorporates by reference the allegations contained in all the preceding
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`paragraphs as if fully set out herein.
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`15.
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`16.
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`Plaintiff is a staffing company serving the healthcare industry.
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`Defendant Companies provide aggregated medical services, or bundles, of medical
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`services at fixed prices and through single bills for what Defendant Companies describe as
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`transparent, high-quality care.
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`4
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`17.
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`Defendant Companies state that they are a community of like-minded medical
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`providers, strategic suppliers and forward thinking employers committed to upending traditional
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`models and delivering affordable, accessible high-quality health care and related services.
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`18.
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`19.
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`Defendant Companies are all affiliates of one another.
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`On or about May 11, 2020, Plaintiff and Defendants entered into a written contract
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`titled Epic Project Services Agreement and an addendum entitled Addendum to the Service
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`Agreement, whereby Plaintiff agreed, inter alia, to provide Defendants with staffing services
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`(collectively, the “Agreement”). A true and correct copy is attached as Ex. A.
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`20.
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`In consideration, Defendants agreed to pay Plaintiff fees for staffing services, as
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`such obligation is described in the Agreement.
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`21.
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`Plaintiff fully performed its obligations and, inter alia, supplied Defendants with
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`personnel for use in Defendants’ business.
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`22.
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`Net of some payments, Defendants failed to pay the balance of Plaintiff’s invoices
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`as they became due.
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`23.
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`Plaintiff conferred a benefit upon Defendants by supplying Defendants with
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`personnel, inter alia, for the benefit of Defendants’ business. However, Defendants failed to make
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`payment pursuant to the Agreement.
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`24.
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`Beginning on or around May 16, 2020, Plaintiff sent Defendants weekly invoices
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`for services rendered, through December 25, 2021.
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`25.
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`From June 18, 2020 through December 17, 2021, Defendants made payments to
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`Plaintiff on a periodic and irregular basis.
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`26.
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`However, as of January 12, 2022, Defendants owe a principal balance of
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`$1,583,273.60. A true and correct statement of account is attached as Ex. B.
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`5
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`27.
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`28.
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`Nearly the entirety of the balance is more than 30 days past due.
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`The Agreement provides that invoices submitted are fully payable unless disputed
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`by Defendants, with written notice to Plaintiff, within the payment terms on the invoice, which is
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`30 days.
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`29.
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`30.
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`Defendants failed to submit a timely written dispute of any invoice.
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`Plaintiff rendered to Defendant statements of account, retained by Defendants for
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`a reasonable time without objection, which constituted an acknowledgment and recognition of the
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`correctness of the account.
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`31.
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`The Agreement provides for a late fee of 1.5% per month for any undisputed
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`invoice. All the invoices are undisputed.
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`32.
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`The Agreement further provides that in the event Plaintiff uses a collections
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`services company to obtain payment on balances past due on Defendants’ account, Plaintiff
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`reserves the right to add the costs of any and all related legal and collection service fees to the
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`outstanding balance owed. Plaintiff has retained counsel and agreed to pay its counsel reasonable
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`attorneys’ fee, and this arrangement qualifies as legal and collection service fees payable by
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`Defendants to Plaintiff pursuant to the Agreement.
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`33.
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`The Agreement is a contract between Plaintiff and “Client.” The Agreement’s first
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`paragraph defines “Client” as collectively, “Novo Health, LLC, a Wisconsin limited liability
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`company, including its subsidiaries, divisions, and affiliates (‘Client’).”
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`34.
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`35.
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`All Defendants are subsidiaries, divisions and/or affiliates of Novo Health, LLC.
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`In addition to the affiliation among all the Defendants, liability for all Defendants
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`is established through piercing of the corporate veil, and as applicable, alter ego liability.
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`6
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`36.
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`All allegations pled against Defendants are pled against each and every Defendant,
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`jointly and severally.
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`37.
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`The corporate form of each Defendant Company should be disregarded and liability
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`under the parties’ Agreement should be imposed on all Defendants through veil-piercing and alter
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`ego liability.
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`38.
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`Defendant Kubiak is the CEO and person-in-charge of all Defendant Companies.
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`Personal liability for Defendant Kubiak is established as he is an affiliate of the Defendant
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`Companies and through veil-piercing and alter ego liability.
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`39.
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`There is a sufficient unity of interest and ownership among the Defendants such
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`that the separate personalities of the corporations and the parties who compose them no longer
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`exist.
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`40.
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`The companies operate from the same physical addresses, the companies share
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`ownership, management, personnel and business operations. Defendants operate collectively as an
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`amalgamated and unified enterprise.
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`41.
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`Defendants have failed to maintain arm’s length transactions. The entities are so
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`inextricably linked such that they cannot be considered separate entities.
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`42.
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`The circumstances here are such that adherence to the fiction of holding separate
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`corporate forms would promote injustice or inequitable circumstances.
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`43.
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`Defendants utilized the services of human labor while failing to pay for the services
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`of those persons.
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`44.
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`45.
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`Defendants repeatedly promised to pay their debts to Plaintiff but failed to pay.
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`It is in the public interest that creditors be paid and that workers be compensated
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`for their labor, particularly by an enterprise involved in providing health care services.
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`7
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 8 of 39 PageID #:8
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`46.
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`All Defendants should be held liable for paying Plaintiff in full.
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`COUNT ONE – BREACH OF CONTRACT
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`(Against all Defendants)
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`47.
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`Plaintiff incorporates by reference the allegations contained in Paragraphs 1-46 as
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`if fully set out herein.
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`48.
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`Plaintiff and Defendants entered into a valid and enforceable written contract, to
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`wit, the Agreement.
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`49.
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`50.
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`Plaintiff performed its obligations under the Agreement.
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`Defendants breached the Agreement by, inter alia, failing to pay Plaintiff for the
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`personnel that Plaintiff provided.
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`51.
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`The Agreement provides that Defendants owe a late fee of 1.5% per month on
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`invoices that are not paid within 60 days of Defendants’ receipt of the invoice.
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`52.
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`After accounting for partial payments, but before calculating contract-based late
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`fees, costs, and attorneys’ fees, Plaintiff sustained principal damages of $1,583,273.60.
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`53.
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`The Agreement provides that if Plaintiff uses an attorney or collections company
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`to obtain payment on past due invoices, Defendants will owe Plaintiff its costs and attorneys’ fees
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`incurred in collecting the outstanding balance owed.
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`54.
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`Accordingly, Defendants owe Plaintiff reimbursement of its late fees, costs, and
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`reasonable attorneys’ fees.
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`COUNT TWO – UNJUST ENRICHMENT / QUANTUM MERUIT
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`(Against all Defendants)
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`55.
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`Plaintiff incorporates by reference the allegations contained in Paragraphs 1-46 as
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`if fully set out herein.
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`8
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 9 of 39 PageID #:9
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`56.
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`57.
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`58.
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`59.
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`Count Two is hereby pled in the alternative to Count One.
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`At all relevant times herein, Plaintiff conferred a benefit or benefits to Defendants.
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`Defendants had knowledge of the benefit or benefits that Plaintiff conferred.
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`Defendants voluntarily accepted, retained, appreciated and received the benefit or
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`benefits that Plaintiff provided to Defendants, at the expense of Plaintiff.
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`60.
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`61.
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`62.
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`Defendants were enriched by the benefit or benefits provided by Plaintiff.
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`Defendants unjustly retained a benefit to Plaintiff’s detriment.
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`Defendants’ retention of the benefit violates the fundamental principles of justice,
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`equity and good conscience.
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`63.
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`Despite the receipt of such enrichments, Defendants refused to compensate Plaintiff
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`for the unjust enrichment of $1,583,273.60.
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`COUNT THREE – ACTION FOR ACCOUNT STATED
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`(Against all Defendants)
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`64.
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`Plaintiff incorporates by reference the allegations contained in Paragraphs 1-46 as
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`if fully set out herein.
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`65.
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`66.
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`Count Three is hereby pled in the alternative to Count One and Count Two.
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`Throughout the relationship between the parties, Plaintiff has rendered invoices
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`constituting statements of account for amounts owed by Defendants in exchange for services
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`furnished by Plaintiff.
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`67.
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`During this time, Defendants have retained the aforementioned invoices for a
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`substantial period of time without objection.
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`68.
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`Defendants have recognized and acknowledged the correctness of the account, as
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`reflected in the invoices submitted by Plaintiff, without contesting same.
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`9
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`69.
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`Defendants have promised to pay the outstanding balance due and owing to
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`Plaintiff.
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`70.
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`Defendants’ failure to object to the invoices from Plaintiff constitutes an acceptance
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`of the amounts due and owing as reflected in the aforementioned invoices.
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`71.
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`Defendants have failed to make payments to Plaintiff who, as a result, has sustained
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`damages in the principal amount of $1,583,273.60.
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`WHEREFORE, Plaintiff prays that this Court enter judgment in its favor and against
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`Defendants, jointly and severally, as follows:
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`Principal damages of 1,583,273.60;
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`Contract-based late fees;
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`Contract-based attorneys’ fees;
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`Prejudgment interest;
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`Costs of collection; and,
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`Such other and further relief as this Court deems just and proper.
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`Respectfully submitted,
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`F.
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`CHASE LAW & ASSOCIATES, P.A.
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`By: /s/ Kenneth E. Chase
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`Kenneth E. Chase
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`Chase Law & Associates, P.A.
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`1141 71st Street
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`Miami Beach, FL 33141
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`Tel: (305) 402-9800
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`Fax: (305) 402-2725
`Email: kchase@chaselaw.com
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`10
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 11 of 39 PageID #:11
`Case: 1:22-cv-00225 Document#: 1 Filed: 01/13/22 Page 11 of 39 PagelD #:11
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`EXHIBIT A
`EXHIBIT A
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 12 of 39 PageID #:12
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`EPIC PROJECT SERVICES AGREEMENT
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`This agreement for Epic project services (the “Agreement”) is entered into as of the last date executed by the parties (the
`“Effective Date”) by and between NOVO Health, LLC., a Wisconsin limited liability company, including its subsidiaries,
`divisions, and affiliates (“Client”), and Medix Staffing Solutions, Inc., an Illinois corporation, together with its division, Alidade
`Group (“Medix”), pursuant to the provisions of this Agreement.
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`Recitals
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`WHEREAS, Medix is a staffing company that places (1) Medix job candidates for employment (“Candidates”) and/or (2) Medix
`employees for assignment (“Contractors”), with its clients.
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`WHEREAS, “staffing services” shall consist of Medix (itself or a subcontractor), at Client request, placing Candidates or
`Contractors with Client, and may include, but not be limited to, the following placement types: a temporary Contractor; the
`conversion of a Contractor to an employee of Client; the payrolling of a Contractor; an independent contractor; or the direct hire
`of a Candidate by Client.
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`WHEREAS, Client desires to engage Medix for staffing services.
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`THEREFORE, the parties agree:
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`Agreement
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`Medix Responsibilities​: With respect to all Epic project services provided by Medix to Client, Medix is an independent entity.
`Medix will maintain direct responsibility as employer for payment of wages and other compensations to Contractors, and for
`payment of any applicable mandatory withholdings and contributions such as federal, state, and local income taxes, social
`security taxes, federally mandated health insurance, worker’s compensation insurance, and unemployment insurance.
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`Fees: Medix will charge Client an hourly bill rate for the time worked by each Contractor. Unless otherwise agreed by the
`parties, a Medix timesheet shall be the official time record of a Contractor. Fees billed by Medix to Client shall be supported by
`a timesheet approved by Client. In the form of a written or electronic invoice, Medix will bill Client for, and Client agrees to
`pay, fees for services rendered. Contractor fees shall be billed weekly upon commencement of a Client assignment. Any fees for
`conversions or liquidated damages shall be billed lump sum upon commencement of employment with Client. Invoices
`submitted by Medix to Client are presumed to be accurate and fully payable unless disputed by Client, with written notice to
`Medix, within the payment terms of the invoice. Medix will charge Client time and one-half (1.5) the bill rate for overtime and
`holidays, when required by law. Should a Contractor’s assignment with the Client end within the first sixteen (16) hours of such
`assignment Medix will waive the charge for that period of time.
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`Payment: Client shall remit payments of invoices to Medix Staffing Solutions, Inc., 7839 Solution Center, Chicago, IL
`60677-7008. Payment on invoices for any and all staffing services is due Net 30 from the date of the invoice. Medix reserves the
`right to apply a late charge of 1.50% per month on the amount of the past due balance for invoices that are not paid within 60
`days of the Client’s receipt of the invoice. If Client's account is past due and Medix has notified Client of the past due balance,
`Medix may, without any further notice to Client, immediately cease delivery of any and all staffing services to Client without any
`duty to reimburse, indemnify, defend or hold harmless Client for costs related to the disruption, including, but not limited to, lost
`profits, payroll liabilities or any other expenses. In the event Medix uses a collections services company in order to obtain
`payment on outstanding balances past due on Client’s account, Medix reserves the right to add the costs of any and all related
`legal and collection service fees to the outstanding balance owed.
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`Temporary-to-Permanent Conversion. With its temporary-to-permanent conversion program, Medix provides Client with a
`method by which to hire a Contractor after a certain period of work time at no additional charge. Should Client elect to hire a
`Contractor prior to the expiration of such time period, the conversion fee schedule will apply. The conversion fee is calculated as
`a percentage of the Contractor’s first year base salary as an employee of Client. The percentage applied is contingent upon the
`number of accumulated work hours logged by a Contractor on assignment with Client. An invoice shall be issued to Client in the
`amount of the conversion fee as stated below.
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`Information Technology (non-Epic positions)​:
`Accumulated Work Hours
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`Temp-to-Perm Conversion Fee
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`Doc ID: 7b236bd7dbcd826a19bf29d0cf6bad1a3b64e7da
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 13 of 39 PageID #:13
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`0-256 Work Hours
`257-464 Work Hours
`465-672 Work Hours
`673-880 Work Hours
`881-1,040 Work Hours
`1,041+ Work Hours
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`25% of first year annualized salary
`20% of first year annualized salary
`15% of first year annualized salary
`10% of first year annualized salary
`5% of first year annualized salary
`Fee Waived
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`Client agrees that, as a requirement to convert a Contractor from temporary to permanent, Client’s account must have no balances
`outstanding beyond the net payment terms specified in this agreement. If Client has any outstanding balance on their account
`with Medix, Client must obtain written approval from Medix’s Director of Finance prior to converting a Contractor. Requests for
`approval from Medix’s Director of Finance can be sent to legal@medixteam.com.
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`Direct Hire​. Through its direct hire program, Medix will, upon Client request, submit Candidates for employment with Client in
`consideration for a placement fee earned upon commencement of employment (the “Direct Hire Fee”). For each Candidate
`placed with Client, Medix will earn the Direct Hire Fee, billed and payable according to the Agreement. The Direct Hire Fee will
`be 25% of the Candidate’s first year compensation with Client. Should the Candidate’s employment with Client end due to
`resignation or involuntary termination resulting from misconduct or poor work performance within thirty (30) days of
`commencement, Medix will replace the Candidate at no additional charge, provided that Client gives Medix notice within fifteen
`(15) days after the Candidate’s termination. Notices of Candidate Terminations are to be sent to Medix Staffing Solutions, Inc.,
`222 S. Riverside Plaza, Suite 2120, Chicago, IL 60606, Attn: Billing or billing@medixteam.com.
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`Expense Reimbursements: Except as otherwise stated herein or in any Addendum or Statement of Work, Client agrees to
`reimburse Medix for reasonable, verified expenses incurred by Medix’s Contractor during Contractor’s assignment with Client.
`Reimbursable expenses shall include travel expenses, including hotels/lodging, meals, airfare, bus/train/subway, cab fare, rental
`car, and mileage (billed at the current IRS mileage rate). Expenses shall be billed at no mark-up to Client. Medix shall provide
`receipts and/or other proof of expenses to Client for reimbursable expenses.
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`Covenant: Medix is not an employment agency, and therefore does not charge Candidates or Contractors for services rendered in
`facilitating employment. The staffing services Medix provides to Client are done so at great expense to Medix. Information,
`including but not limited to resumes or profiles submitted by Medix to Client, about a Candidate or Contractor, is confidential
`and for Client use only. Client agrees that Medix is the representative of all Contractors and of all Candidates for which
`information is submitted to Client. Accordingly, Client agrees that if a Candidate or Contractor is hired either directly or
`indirectly by Client or an affiliate, subsidiary, or parent of Client within one year of Client’s receipt of a Contractor’s or a
`Candidate’s profile, or of a Contractor’s last date of employment, without payment of due compensation to Medix according to
`this Agreement, Client will pay Medix, as liquidated damages, an amount equal to 50% of the Candidate’s or Contractor’s first
`year compensation for Epic and AlidadeDirect positions and 30% for all other positions. Client further agrees that liquidated
`damages may not be sufficient to protect and/or restore Medix in the event that a Client hires a Candidate or Contractor without
`Medix’s approval and that, if Client’s account has any balances outstanding beyond the payment terms set forth in this
`Agreement, Medix shall have the right to seek an injunction to prevent Client from hiring a Candidate or Contractor until Client’s
`account is paid in full. Client agrees that, as a requirement to convert a Contractor from temporary to permanent, Client’s
`account must have no balances outstanding beyond the net payment terms specified in this agreement. If Client has any
`outstanding balance on their account with Medix, Client must obtain written approval from Medix’s Director of Finance prior to
`converting a Contractor. Requests for approval from Medix’s Director of Finance can be sent to legal@medixteam.com.
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`Warranty​: Medix warrants that it will perform the services in a professional and workmanlike manner, commensurate with the
`industry standard. Medix does not warrant or guarantee that a Contractor or Candidate will produce any particular result or any
`solution to Client's particular needs. Accordingly, Client acknowledges and agrees that Medix is not responsible for any aspect
`of a Contractor's or Candidate's work, including, without limitation, meeting deadlines or producing any particular work product.
`Client will maintain full authority and responsibility for supervising, directing and controlling Contractor's and Candidate's work.
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`Limitation of Liability​: Medix shall not be liable (i) for any claims, costs, expenses, damages, obligations or losses of Client or
`any third party arising from, or in connection with, the acts or omissions of any Contractor, or (ii) for any indirect, special or
`consequential damages to Client or any third party, including, but not limited to, loss of profits, interest, earnings or use, whether
`arising in contract, tort or otherwise.
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`Background Checks: Medix will perform standard background checks for each Contractor prior to the start of the Contractor’s
`assignment. Medix’s background checks include verification of eligibility status, reference checks, professional license
`verifications (if applicable), criminal background checks, drug screens, and health screens (if applicable). The specific
`background checks, drug screens, and health screens to be performed are dependent on the details of the position worked for each
`Contractor and are listed below.
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`Standard (non-Clinical/Direct Patient Care) Positions: Medix will perform a criminal background check (includes a
`seven-year multi-state criminal database search, a seven-year county criminal database search and a social security
`number trace) and a ten-panel drug screen (for Amphetamines, Barbiturates, Benzodiazepines, Cocaine Metabolites,
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`Case: 1:22-cv-00225 Document #: 1 Filed: 01/13/22 Page 14 of 39 PageID #:14
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`Marijuana Metabolites, Methadone, Methaqualone, Opiates, Phencyclidine, and Propoxyphene). For standard positions
`in a healthcare facility or hospital, Medix will also run a FACIS (Fraud and Abuse Control Information Systems) Level
`3 search.
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`Clinical/Direct Patient Care Positions: Medix will perform a criminal background check (includes a seven-year
`multi-state criminal database search, a seven-year county criminal database search, a social security number trace, and
`a FACIS (Fraud and Abuse Control Information Systems) Level 3 search), a ten-panel drug screen (for Amphetamines,
`Barbiturates, Benzodiazepines, Cocaine Metabolites, Marijuana Metabolites, Methadone, Methaqualone, Opiates,
`Phencyclidine, and Propoxyphene) and health screens (proof of or vaccination/declination of: TB (Tuberculosis – using
`TB Skin Test), Hepatitis B, Influenza, MMR (mumps, measles, and rubella), Varicella, and TDAP (tetanus, diphtheria,
`and pertussis)).
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`Subject to obtaining a signed release from Contractor, Medix will, upon Client request, provide Client with the results of a
`Contractor’s background check. Client agrees to use the results of any background check sent by Medix for employment
`purposes only and to hold the information obtained in the strictest confidence. Client agrees that the standard background checks
`detailed in this section are sufficient and will not hold Medix accountable for failure to run any additional or alternate background
`checks.
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`Affordable Care Act: Medix charges an amount equal to 3.25% of the bill rate to cover the cost of providing insurance under the
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`Patient Protection and Affordable Care Act (ACA). This cost shall be listed as a separate line item on any invoices for temporary
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`services that Client receives from Medix. Medix further reserves the right to increase the bill rates charged to Client for
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`temporary staffing services due to any additional increases in the cost of doing business caused by changes in federal or state
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`legislation and/or regulations, including, but not limited to, changes to state unemployment tax (SUTA), federal unemployment
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`tax (FUTA), and state and/or federal healthcare reform laws. Medix will provide Client with a thirty (30) day written notice of
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`the bill rate increases.
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`Termination: Either party, upon thirty (30) days prior written notice to the other, may terminate this Agreement without cause.
`All rights and duties of the parties that accrued prior to the termination of the Agreement shall survive the termination.
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`Notices​: Any notice given under this Agreement shall be in writing and delivered personally, sent overnight by a nationally
`recognized carrier with a tracking number, or sent by mail, certified, postage prepaid with return receipt requested. In each case,
`notices shall be delivered or sent to the parties at the following addresses:
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`If to Client:
`NOVO Health, LLC
`1716 Lawrence Drive
`De Pere, WI 54115
`Attn: Legal
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`If to Medix:
`Medix Staffing Solutions, Inc.
`222 S. Riverside Plaza
`Suite 2120
`Chicago, IL 60606
`Attn: Legal
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`Entire Agreement: This Agreement, with applicable Addendum and Exhibit(s), constitutes the entire agreement between the
`parties, and there are no representations, warranties, covenants, or obligations except as set forth in this Agreement. This
`Agreement supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, written or oral,
`of the parties relating to any transaction contemplated by the parties to this Agreement.
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`Amendments and Modifications​: The Agreement may be amended, waived, changed, modified, or discharged only by an
`agreement in writing signed by all parties to this Agreement.
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`Assignment: Except as otherwise provided in this Agreement, neither party shall assign any of its rights or delegate any of its
`duties under this Agreement without the prior written consent of the other party unless the assignee is an affiliate or subsidiary
`under the control of the assignor ("control" shall mean over 50% ownership