Healthcare Clinical Alliance Agreement

HEALTHCARE CLINICAL ALLIANCE AGREEMENT

This Healthcare Clinical Alliance Agreement (the "Agreement") is entered into as of by and between:

Lead Entity

Hospital    Clinic    Physician Group    Other

Alliance Partner

Hospital    Clinic    Physician Group    Other

Recitals and Purpose

WHEREAS, Lead Entity and Alliance Partner desire to establish a cooperative clinical alliance to coordinate patient care, clinical protocols, staff training, physician credentialing, and limited exchange of patient information for treatment, operations, quality improvement and authorized population health activities; and

Term; Termination

The term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated in accordance with the terms herein. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party, subject to transition obligations set forth below.

Clinical Operations and Responsibilities

Each party shall perform its responsibilities in accordance with applicable professional standards. Specific operational matters include:

• Mutual referral pathways and acceptance criteria;
• Shared clinical protocols and order sets where agreed;
• Joint training and professional development programs;
• Credentialing cooperation and verification of providers;
• Data exchange limited to the minimum necessary for treatment, operations, quality improvement and authorized research;
• Patient consent and notice consistent with applicable law and the parties' privacy policies.

Privacy, Confidentiality, and HIPAA Compliance

Both parties shall comply with federal and state privacy laws, including applicable rules governing protected health information (PHI). Each party shall implement and maintain administrative, physical and technical safeguards necessary to protect PHI against unauthorized use or disclosure.

Data Sharing and Audit

The parties agree that any exchange of patient-level data shall be limited to the minimum necessary and governed by a written data sharing addendum when required. Each party grants the other reasonable audit rights to verify compliance with the Agreement; audits shall be conducted with advance notice, during normal business hours, and subject to confidentiality obligations.

Indemnification; Liability

Each party shall indemnify, defend and hold harmless the other party, its officers, directors, employees and agents from and against any claims, losses, liabilities or expenses resulting from the indemnifying party's negligent acts or willful misconduct in the performance of this Agreement. Neither party shall be liable for incidental, consequential or punitive damages except for willful misconduct or gross negligence.

Insurance

Each party shall maintain professional liability and general liability insurance in amounts consistent with industry standards. Upon request, each party shall provide a certificate of insurance to the other party.

Billing; Financial Arrangements

Unless otherwise agreed in a separate written agreement, each party remains responsible for billing and collecting fees for services it renders. Any financial arrangements for shared services, cost-sharing or research shall be specified in a separate memorandum of understanding or addendum.

Breach Notification; Transition

In the event of a suspected or confirmed privacy or data security breach affecting PHI, the affected party shall notify the other party without unreasonable delay and shall cooperate in breach mitigation and notification as required by law. Upon termination, parties shall return or securely destroy PHI and provide a transition plan within days.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below by certified mail, courier or personal delivery.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties shall attempt to resolve disputes through good faith negotiation and, if unresolved, through mediation prior to initiating litigation.

Miscellaneous

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes prior agreements. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Certifications

By signing below, each party certifies that it has the authority to enter into this Agreement, that its performance will comply with applicable laws and regulations, and that it will maintain required insurance coverage and privacy safeguards.

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