Healthcare Alliance Agreement

HEALTHCARE ALLIANCE AGREEMENT

Parties and Effective Date

This Healthcare Alliance Agreement (the Agreement) is entered into by and between:

Effective Date:

Recitals and Purpose

WHEREAS, Party A and Party B (collectively, the Parties) seek to establish a cooperative alliance to improve the coordination and quality of clinical services, patient referrals, population health management, and administrative efficiencies; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties agree as follows.

Definitions

For the purposes of this Agreement, the following terms shall have the meanings given below: "Protected Health Information" (PHI) shall have the meaning set forth under applicable law; "Covered Data" means patient records, encounter data, billing and claims information, and other clinical information exchanged pursuant to this Agreement.

Scope of Alliance and Services

The Parties will collaborate on the following activities and services, subject to the terms of this Agreement:

Governance and Meetings

The Parties will establish a joint steering committee to oversee alliance activities. The steering committee will meet at least quarterly, unless otherwise agreed in writing. Representatives and decision-making authority for each Party shall be identified as follows.

Data Sharing, Privacy, and Security

The Parties acknowledge that certain activities will require exchange of PHI. Each Party represents and warrants that it will comply with all applicable federal and state privacy and security laws, including statutes governing PHI. Prior to any exchange of PHI, the Parties shall execute any required Business Associate Agreement or other instruments necessary to effectuate lawful disclosure and use.

Data categories to be shared (select all that apply):

Patient Referrals and Care Coordination

The Parties agree to establish a standardized referral process to ensure continuity of care, timely communication of relevant clinical information, and documentation of referral acceptance or denial. Each Party shall maintain records of referrals and follow applicable consent requirements prior to disclosure of PHI.

Financial and Billing Arrangements

Financial responsibilities, fees for shared services, allocation of cost savings, and payment terms shall be as set forth below. Any fee-for-service arrangements shall comply with applicable payer rules and law.

Confidentiality

Each Party shall maintain the confidentiality of all Confidential Information received from the other Party and shall not disclose such information except as authorized under this Agreement or as required by law. Confidential Information includes proprietary business information, trade secrets, and non-public patient data.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against claims arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. Neither Party shall be liable for incidental, consequential, punitive, or special damages except to the extent caused by gross negligence or willful misconduct.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue for an initial period specified below, unless earlier terminated in accordance with this Section. Either Party may terminate for convenience with prior written notice as specified below, or immediately for material breach that is not cured within thirty (30) days after written notice.

Insurance

Each Party shall maintain professional liability and general liability insurance appropriate to its operations and in commercially reasonable amounts. Evidence of insurance shall be provided upon request.

Compliance with Laws and Regulatory Matters

Each Party shall perform its obligations under this Agreement in accordance with all applicable federal and state laws, rules and regulations, including those governing healthcare fraud and abuse, privacy and security of health information.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either Party may designate by written notice in accordance with this Section.

Dispute Resolution

The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the Parties cannot resolve the dispute within thirty (30) days, they agree to submit the dispute to mediation prior to initiating litigation, except where injunctive relief is necessary.

Amendment and Assignment

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Representative Patient Information (if applicable)

If the Alliance will include exchange of individually identifiable patient information under a specific patient authorization, identify the representative patient record as follows:

Execution

The persons signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of their respective Party and bind such Party to the terms and conditions contained herein.

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