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CME Client Agreement

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CME Client Agreement

This Continuing Medical Education Client Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: (Provider Entity Type: ) and Client Name: (Client Entity Type: ). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider develops, accredits, or administers continuing medical education activities, curricula, educational materials and related services (collectively, "CME Services"); and

WHEREAS, Client desires to engage Provider to provide CME Services described in this Agreement and Provider is willing to provide such Services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend to establish the rights and responsibilities of each Party with respect to the delivery, accreditation, intellectual property, confidentiality, and payment for the CME Services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "CME Materials" means all course content, slides, recordings, patient cases, assessments, evaluation forms, handouts and other educational materials prepared by or for Provider in connection with the Services.

1.2 "Accreditation" means any formal recognition, credit designation, or continuing education credit made available to learners in connection with the CME Services.

2. SCOPE OF SERVICES

2.1 Provider shall provide the CME Services described in Exhibit A attached hereto and incorporated herein. Provider shall perform the Services in a professional manner consistent with industry standards and applicable accreditation requirements.

3. TERM

3.1 The term of this Agreement ("Term") shall commence on the Effective Date and continue until completion of the Services or earlier termination as provided in Section 10. Either Party may propose renewal or extension in writing, subject to mutual written agreement.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in Exhibit B. Fees are due according to the schedule in Exhibit B and are exclusive of taxes for which Client is responsible. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.2 For clarity, the initial payment amount: $ is due within days of invoice.

5. CONFIDENTIALITY

5.1 Each Party shall keep confidential all Confidential Information disclosed by the other Party. "Confidential Information" means non-public information disclosed in written, oral, electronic or other form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no fault of the receiving Party; (b) was in the receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Provider retains all right, title and interest in and to the CME Materials, including copyrights and other intellectual property rights, except to the extent Provider grants Client a limited, non-exclusive, non-transferable license to use the CME Materials solely for Client’s internal educational purposes and distribution to learners in connection with the accredited activity.

6.2 Client shall not remove or alter any trademark, copyright, attribution or other proprietary notice included in the CME Materials. Any use of Provider's trademarks or trade names requires Provider’s prior written consent.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement with any third party.

7.2 Provider warrants that to the best of its knowledge the CME Services will be provided in a professional manner and, where applicable, in accordance with the accreditation requirements identified in Exhibit A. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law, provided the indemnified Party provides prompt written notice and reasonable cooperation in the defense.

8.2 Except for liability arising from a Party’s gross negligence, willful misconduct or a breach of confidentiality or intellectual property rights, each Party's aggregate liability to the other under this Agreement shall be limited to direct damages not to exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

9. TERMINATION

9.1 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any accrued rights or obligations.

9.2 Upon termination, Client shall pay for Services performed through the effective date of termination and Provider shall deliver any completed CME Materials for which Client has paid.

10. NOTICES

10.1 All notices under this Agreement shall be in writing and shall be delivered to the addresses below by hand, certified mail, or overnight courier, or by electronic delivery with confirmation. Notice is effective upon receipt.

11. AMENDMENTS; WAIVER

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

12.1 This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding for all purposes as originals.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

14. MISCELLANEOUS

14.1 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

14.2 Publicity. Neither Party shall issue press releases or public communications regarding this Agreement or the Services without the other Party's prior written consent, except as required by law.

Provider Printed Name:

Provider Signature:

Provider Date:

Client Printed Name:

Client Signature:

Client Date:

Enter text✕

What the CME Client Agreement Is and Who It Covers

The CME Client Agreement is a legally binding contract between a service provider and a client that sets the scope, fees, deliverables, schedule, and responsibilities for Continuing Medical Education services. It establishes payment terms, intellectual property ownership, confidentiality provisions, cancellation and termination rights, and compliance obligations including privacy safeguards when protected health information is involved. Because it governs commercial obligations, the agreement commonly specifies governing law, dispute resolution, and authorized signatories. When executed electronically it must meet ESIGN and applicable state UETA or ESRA requirements to be enforceable.

Why a Clear Agreement Matters for CME Services

A clear CME Client Agreement reduces contractual ambiguity, protects intellectual property and PHI, and defines payment and cancellation terms. It supports compliance with ESIGN and state electronic signature laws, helps manage risk, and creates enforceable expectations between provider and client.

Why a Clear Agreement Matters for CME Services

Who Typically Completes the CME Client Agreement

Typical users include CME providers, medical societies, corporate clients purchasing educational services, and independent educators handling accreditation.

  • CME providers: organizations that develop and deliver accredited educational programs.
  • Corporate clients: companies buying training or sponsorship packages for clinician audiences.
  • Independent educators: physicians or consultants contracting for single courses or series.

Ensure the signers represent authorized entities and that the agreement lists contact and billing information for contract administration.

Key Roles Involved in Execution

Program Director

The program director negotiates scope, schedules faculty, and ensures accreditation requirements are met. They review clauses on content delivery, IP ownership, and vendor responsibilities, and must verify authorized signatory authority before execution to avoid unenforceable commitments.

Purchasing Agent

Purchasing agents handle commercial terms, invoicing, and payment schedules. They confirm insurance and indemnity provisions, coordinate procurement approvals, and confirm that electronic execution complies with ESIGN/UETA requirements for contract validity.

Required Agreement Fields at a Glance

Parties' Legal Names: Full legal names matching government records
Effective Date: Enter as MM/DD/YYYY date format
Service Description: Clear scope, deliverables, and deliverable dates
Payment Terms: Amount, schedule, invoicing, and late fees
Confidentiality Clause: PHI handling, permitted disclosures, and safeguards
Authorized Signatories: Name, title, and signing authority confirmation

Common Risks and Consequences of Errors

PHI Breach Fines: HIPAA penalties, civil fines, corrective action
Payment Disputes: Delayed payments, collections costs
Unenforceable Signature: Missing ESIGN consent invalidates execution
Indemnity Exposure: Broad indemnities increase financial liability
Accreditation Risk: Failure to meet CME criteria removes credit
Contractual Termination: Early termination fees and refund disputes

Step-by-Step: Completing the CME Client Agreement

Follow these steps to complete a CME Client Agreement accurately and in compliance with electronic signature law.

  • 01
    Prepare Draft: Assemble scope, fees, schedules, and exhibits.
  • 02
    Identify Signers: Confirm authorized signatories and titles for each party.
  • 03
    Set Dates: Enter effective date, performance milestones, and deadlines.
  • 04
    Execute: Obtain ESIGN-compliant consent and complete signatures.

How to Configure Your Digital Signing Workflow

Configure the digital workflow when sending the CME Client Agreement for electronic execution.

Field Configuration
Signer Order Sequential signing: provider then client.
Authentication Email plus SMS code for recipient identity.
Fields Required Signature, printed name, date, initials where needed.
Retention Enable copy retention and audit trail storage.

Where to Send and Store the Executed Agreement

Typical routing, submission, and storage steps for a completed CME Client Agreement.

  • Send to Client: Email with signing link or platform invite.
  • Confirm Countersign: Receive signed copy and verify signatures.
  • Store Official Copy: Save executed PDF and audit trail to records.
  • Deliver Invoices: Issue invoices per payment terms after execution.

Technical and Security Considerations for Electronic Execution

Electronic execution requires a secure eSignature platform that meets ESIGN/UETA, encryption, and audit trail standards for legal and compliance purposes.

  • Supported Formats: PDF, DOCX, and template imports
  • Integrations: Salesforce, NetSuite, Google Workspace support
  • Security: AES-256 at rest and TLS in transit

Critical Clauses to Include in a Professional CME Client Agreement

Core elements below define the CME Client Agreement's structure, rights allocation, performance obligations, and legal safeguards that parties should negotiate and document.

Scope of Services

Describe courses, learning objectives, accreditation credits awarded, delivery method (live, on-demand, hybrid), instructor obligations, performance metrics, and any post-course materials. Clarity prevents disputes over unmet expectations.

Payment & Fees

Specify total fees, deposit amounts, invoicing schedule, accepted payment methods, late payment penalties, expense reimbursement, and conditions for refunds or fee adjustments tied to cancellations or scope changes.

Intellectual Property

Allocate ownership of course materials, recorded sessions, and derivative works. State licensing rights, permitted uses, and retention of creator credit; address third-party materials and required permissions or licensing fees.

Confidentiality & PHI

Define confidential information, PHI handling, permitted disclosures, data security measures, breach notification timelines, and whether a HIPAA Business Associate Agreement is required. Specify record retention and access controls.

Warranties & Liability

Limit warranties to specified standards, cap liability to agreed amounts, and define excluded damages. Include indemnity clauses allocating responsibility for third-party claims, regulatory fines, or IP infringement.

Termination & Remedies

State termination for convenience and cause, cure periods, effect on outstanding fees, post-termination data return or destruction, and dispute resolution procedures including jurisdiction and arbitration if chosen.

Practical Tips to Reduce Errors and Execution Time

Adopt consistent templates and review checklists to reduce errors and accelerate execution while preserving legal compliance and auditability.

Use a standard, lawyer-reviewed template
Maintain a baseline CME Client Agreement reviewed by counsel that includes modular clauses for scope, fees, IP, confidentiality, and HIPAA compliance. Using a standard template reduces negotiation time and ensures consistent risk allocation across engagements.
Confirm signer authority and identity
Require printed name, title, and authorization confirmation from each signer. Use corporate resolutions or purchasing authorization where applicable. For healthcare clients, validate identity when PHI access or regulatory obligations exist to avoid enforceability challenges.
Include clear PHI and compliance language
When any protected health information may be shared, include specific PHI handling provisions, breach notification timelines per HIPAA, and a signed BAA if required. Clearly define permitted uses and methods for secure transmission, storage, and destruction of PHI.
Preserve audit trail and retention policy
Ensure the final executed file contains the audit trail with timestamps, IP addresses, and signer attribution. Retain records per applicable federal and state retention rules and make reproduction available in disputes or regulatory inquiries.

Typical Timelines and Processing Expectations

Key timelines and processing expectations for negotiating, executing, and implementing a CME Client Agreement in typical procurement cycles.

Initial drafting and negotiation timeframe:

Allow 1–3 weeks for drafting and negotiation.

Legal counsel review and approval timeframe:

Expect 3–7 business days for counsel to review final terms.

Signer response and electronic turnaround expectations:

Electronic signatures commonly complete within 24–72 hours after request.

Invoicing terms and typical payment windows:

Standard is Net 30; alternative terms should be agreed in writing.

Retention and recordkeeping obligations for executed files:

Retain executed agreement and audit trail per organizational policy.

eSignature Vendor Pricing and Core Capability Comparison

Comparing eSignature vendor pricing and basic capabilities that affect execution of the CME Client Agreement and document retention workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Two Practical Examples of Agreement Use

Two practical examples show how CME providers and corporate buyers implement the CME Client Agreement for rapid execution and compliance.

Provider Implementation

A mid-sized CME provider standardized its agreement to include modular exhibits for course delivery and IP rights, reducing negotiation time.

  • Saved legal and admin staff several hours per contract.
  • By codifying PHI handling terms and using an ESIGN-compliant eSignature workflow, the provider executed agreements faster while ensuring BAAs were in place where required, simplifying audit responses and reducing compliance risk.

Corporate Buyer

A hospital system purchasing a series of accredited webinars required clear performance metrics, cancellation terms, and a BAA before signing.

  • Negotiation focused on measurable attendance and reporting obligations.
  • The buyer requested monthly reporting and secure data transfer protocols; after agreeing to these terms and e-signing with audit trails, invoicing and compliance reviews proceeded without delays over the first year.

Frequently Asked Questions About the CME Client Agreement

Frequently asked questions about execution, eSignature validity, notarization, and common errors when using the CME Client Agreement.


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