Clinical Services Agreement

CLINICAL SERVICES AGREEMENT

This Clinical Services Agreement ("Agreement") is entered into as of by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is duly licensed and qualified to provide clinical services, including assessment, treatment, and related clinical documentation, and represents that Provider maintains all credentials, licenses, certifications, and insurance required by applicable law to perform the Services described herein; and

WHEREAS, Client desires to retain Provider to render clinical services to Client's patients or clients in accordance with the terms and conditions set forth in this Agreement, and Provider desires to provide such services as an independent contractor;

WHEREAS, the parties intend by this Agreement to allocate responsibilities, define compensation and billing procedures, and address confidentiality and compliance obligations applicable to clinical care and handling of Protected Health Information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Provider shall perform the clinical services described below (the "Services") in a professional manner consistent with applicable standards of care, applicable law, and Provider's licensure:

1.2 Standard of Care. Provider shall render the Services in accordance with generally accepted standards of clinical practice and all federal, state and local laws and regulations applicable to the provision of clinical services.

2. TERM

2.1 Term. The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with Section 9.

2.2 Renewal. Any renewal or extension must be evidenced by a written amendment signed by both parties.

3. COMPENSATION AND BILLING

3.1 Fees. Client shall pay Provider the fees set forth below for Services actually rendered. Fee schedule:

3.2 Payment Terms. Invoices shall be due and payable within days of receipt. Client shall make payment by the method specified on the invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. RECORDS; CONFIDENTIALITY; PRIVACY

4.1 Clinical Records. Provider shall maintain complete and accurate clinical records of Services provided. Such records shall be the property of Client unless otherwise required by law, but Provider shall retain copies as necessary for professional practice and compliance.

4.2 Confidentiality; PHI. Each party shall maintain the confidentiality of all patient information and shall comply with all applicable privacy laws and regulations relating to Protected Health Information. Provider shall use and disclose PHI only as necessary to perform the Services or as otherwise permitted by law and shall implement appropriate administrative, physical and technical safeguards to protect PHI.

5. LICENSES; CREDENTIALING; COMPLIANCE

5.1 Licensure. Provider represents and warrants that Provider holds all licenses, registrations and certifications required to perform the Services and will maintain such credentials in good standing throughout the Term.

5.2 Credentialing. Provider shall cooperate with Client's credentialing and privileging processes, including completion of forms and background checks, and shall disclose any material changes in license status, disciplinary actions, or malpractice history within five (5) business days of occurrence.

6. INSURANCE

6.1 Coverage. Provider shall maintain professional liability insurance in a minimum amount of per occurrence and general liability and workers' compensation as required by law. Provider shall provide certificates of insurance upon request.

7. INDEMNIFICATION

7.1 Mutual Indemnification. Provider shall indemnify and hold harmless Client, its officers, directors and employees from and against all claims, liabilities, losses and expenses arising out of Provider's negligent acts, omissions or willful misconduct in performance of the Services. Client shall indemnify Provider for liabilities arising from Client's gross negligence or willful misconduct.

8. INDEPENDENT CONTRACTOR

8.1 Relationship. Provider is an independent contractor and not an employee, agent, or partner of Client. Provider retains sole discretion over the means and methods of performing the Services, subject to the terms of this Agreement and applicable law.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination.

9.2 Termination for Cause. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach, or immediately if required by law or regulatory action.

10. REPORTING; ADVERSE EVENTS

10.1 Reporting. Provider shall report to Client any adverse events, patient complaints, or regulatory inquiries reasonably related to the Services within forty-eight (48) hours of discovery, and shall cooperate in any investigation.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, courier, or certified mail (return receipt requested), or by electronic transmission with confirmation of receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument executed by both parties.

12.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

13.2 Dispute Resolution. The parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes may be submitted to binding arbitration or to a court of competent jurisdiction as elected by the prevailing party; each party shall bear its own costs unless otherwise awarded by the arbitrator or court.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall attempt in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the invalid provision.

15. REPRESENTATIONS; CERTIFICATIONS

Provider represents and certifies that (a) Provider has the full right, power and authority to enter into and perform this Agreement; (b) performance of Provider's obligations will not violate any law or regulation or any agreement with a third party; and (c) Provider will maintain all licenses and insurance required by law.

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