Terms and Conditions of Pharmacist Staffing Services

Last Updated June 1, 2026

1.     Customer Requirements.

a.     If Customer becomes aware of any notices, findings, or information, including but not limited to fingerprint search results, that may negatively impact the start or continuation of an assignment of an ImageMover-supplied pharmacist, Customer will notify ImageMover in writing within three (3) business days of Customer’s knowledge of such information and will provide ImageMover with all relevant and necessary details regarding the situation, which Customer acknowledges ImageMover may provide to such pharmacist or staffing companies engaging with such pharmacist as applicable. Failure to notify ImageMover may result in the termination of this Agreement and any current or future assignments.

b.     Customer acknowledges that ImageMover provides candidate identification and staffing support services, but is not a clinical services provider. As such, the provision of pharmacist services is not clinically supervised by ImageMover. Customer is responsible for pharmacists’ adherence to applicable standards of practice and Customer requirements, and only Customer is responsible for determining the appropriate services to be provided by a pharmacist. Customer will not allow a pharmacist, at any time, to perform work or provide services that are outside the scope of the duties and responsibilities of their assigned position.

c.     During the term of this Agreement and for a period of one (1) year after its termination, if Customer hires, contracts directly with, or refers an ImageMover-supplied pharmacist to a third party, Customer shall be required to pay, as a pass-through cost, any additional compensation that may be owed to any of ImageMover’s third party vendors for staffing services, the amount of which will be disclosed to Customer upon request with respect to an ImageMover-supplied pharmacist that Customer intends to hire, contract with, or refer to a third party.

d.     Customer will promptly investigate all allegations of discrimination, harassment, and retaliation, and will immediately report to ImageMover any such incident or suspected incident involving an ImageMover-supplied pharmacist and Customer’s employees or agents. Customer will indemnify ImageMover for all losses, liabilities, or damages associated with defending any charge, complaint, claim, cause of action or suit by any governmental or administrative agency and/or any ImageMover-supplied pharmacist or anyone acting on ImageMover-supplied pharmacist’s behalf, arising in whole or in part due of the negligence or willful misconduct of Customer or Customer’s employees or agents.

e.     Customer is responsible for orienting ImageMover-supplied pharmacists to Customer’s policies and procedures regarding the submission of any paperwork required for reimbursement by funding entities such as Medicare, Medicaid, or health insurance. Should an ImageMover-supplied pharmacist fail to submit paperwork as required by Customer’s policies and procedures, Customer will notify ImageMover in writing within three (3) business days of Customer’s knowledge of the alleged failure.

f.      Customer will report to ImageMover any performance issues, incidents, errors or other events related to the services provided by any ImageMover-supplied pharmacists. Customer will document reported incidents and track all such events for quality assurance purposes. All supporting documentation is required within forty-eight (48) hours of Customer’s knowledge of the occurrence.

g.     Customer is responsible for training ImageMover-supplied pharmacists under Customer’s privacy policies and is responsible for ensuring compliance with Customer’s privacy policies by ImageMover-supplied pharmacists providing services under this Agreement.

2.     Compliance Requirements.

a.     Each party represents and warrants that it will comply with any applicable laws, rules, ordinances, regulations, decrees and orders of any governmental authority, including, without limitation, any privacy and data security laws, anti-corruption and bribery laws, export and import laws, and communications common carrier tariffs, and all other applicable health care laws and regulation.

b.     It is agreed that neither party will disclose any confidential information of the other party or of ImageMover’s staffing company vendors, if any, to any person or entity nor permit any person or entity to use confidential information, except as required to fulfill the party’s obligations under this Agreement, which may include disclosures to the party’s legal or financial advisors who are subject to confidentiality obligations to the party. 

c.     Both parties agree to provide equal opportunity to all ImageMover-supplied pharmacists and agree that they will not discriminate against, harass, or retaliate against any ImageMover-supplied pharmacist based on race, religion, color, sex, national origin, age, disability, veteran status, or any other status or condition protected by applicable federal, state, or local laws.

d.     Each party further agrees to notify the other party immediately upon receiving any notice with respect to a violation or alleged violation of any of the above-mentioned laws and any other laws or regulations, to the extent relating to this Agreement. Each party reserves the right to take all actions, including immediate termination of this Agreement that it believes necessary to comply with applicable laws, if any violation is not cured within thirty (30) days after the breaching party receives written notice of such violation from the other party.

3.     Miscellaneous.

a.     ImageMover and Customer shall perform all obligations under this Agreement as independent contractors, and nothing contained herein will be deemed to create a partnership, or relationship of principal and agent, between the parties hereto.  

b.     This Agreement, including, without limitation, questions with respect to its execution, validity, interpretation, or performance and the rights and liabilities of the parties, shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without giving effect to the doctrine of conflict of laws or any rule of construction or interpretation based upon which party drafted this Agreement. 

c.     Customer and ImageMover submit to the exclusive, mandatory jurisdiction and venue of any state or federal court sitting in Dane County, Wisconsin, in any action or proceeding arising out of or relating to this Agreement and agree that all claims in respect of the action or proceeding will be heard and determined in any such court.  Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  Each party waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  Either party may, however, seek injunctive relief in any court of competent jurisdiction for (a) any dispute regarding ongoing or future misuse of Confidential Information or misappropriation of a party’s intellectual property rights, (b) to preserve the status quo pending the outcome of any proceeding described in this Section or (c) to prevent the expiration of applicable statutes of limitation.  Each party waives any bond, surety, or other security that might be required of a party with respect to any proceeding permitted by this Section.

d.     Customer shall not refer to ImageMover or any of its Affiliates or customers or staffing company vendors in any media form, including, without limitation, in any advertising, publicity release, sales pitch or presentation, whether orally or in writing, without ImageMover’s prior written approval.  Such reference would include, but not be limited to, a general reference or a specific reference to the name of ImageMover or the services under this Agreement.