Healthcare Clinical MSA

HEALTHCARE CLINICAL MASTER SERVICES AGREEMENT

Parties and Effective Date

This Master Services Agreement (the Agreement) is entered into by and between (Provider) and (Client), effective as of .

Recitals

WHEREAS, Provider is duly qualified to furnish clinical personnel, services, and related professional resources; and WHEREAS, Client operates a healthcare program and desires to engage Provider to perform clinical services under the terms set forth herein. The parties agree as follows.

Definitions

For purposes of this Agreement: "Services" means the clinical services described in the Scope of Services; "PHI" means protected health information as defined under applicable law; "Business Associate Agreement" or "BAA" means the separate agreement addressing HIPAA and related obligations executed between the parties where PHI will be exchanged.

Scope of Services

Term and Termination

Term: The initial term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated as provided herein. Renewal, if any, shall be by mutual written agreement.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days following written notice. Termination for Convenience: Either party may terminate without cause upon days prior written notice.

Compensation and Payment

Provider shall be compensated in accordance with the Fee Schedule attached as an exhibit. Unless otherwise stated, fees are due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

Insurance; Indemnification

Provider shall maintain professional liability insurance, general liability insurance, and workers' compensation as required by law and by Client policy. Minimum limits: Professional Liability ; General Liability .

Indemnification: Provider shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from claims arising out of Provider's negligent acts, omissions or willful misconduct in the performance of the Services. Client shall indemnify Provider from claims arising from Client's negligence or breach of this Agreement.

Confidentiality and PHI

Each party shall protect Confidential Information, including PHI, and shall implement administrative, physical, and technical safeguards reasonably designed to prevent unauthorized use or disclosure. Provider agrees to comply with applicable privacy and security laws. Where Provider will create, receive, maintain or transmit PHI on behalf of Client, the parties shall execute a separate Business Associate Agreement setting forth specific permitted uses, disclosures, security requirements, breach notification procedures, and termination obligations.

Credentialing; Personnel Standards

Provider warrants that all personnel assigned to perform Services are properly licensed, certified, and credentialed. Provider shall verify background checks, drug screening, and immunization status prior to assignment and shall provide documentation upon Client request.

Quality Assurance, Incident Reporting, and Audits

Provider shall cooperate with Client's quality assurance processes and report adverse events, sentinel events, or incidents involving patient safety within the timeframes specified by Client. Client reserves the right to audit Provider's records relevant to Services upon reasonable notice and during normal business hours to verify compliance and billing accuracy.

Subcontracting and Independent Contractor

Provider is an independent contractor. Provider shall not subcontract Services without Client's prior written consent. Provider remains responsible for performance of any approved subcontractor and for ensuring subcontractor compliance with this Agreement.

Records Retention

Each party shall retain records related to the performance of Services, billing, and any PHI in accordance with applicable law and for a minimum of years following the termination of this Agreement.

Limitation of Liability and Remedies

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The parties' aggregate liability under this Agreement shall be limited to the greater of fees paid to Provider under this Agreement in the preceding twelve (12) months or .

Compliance with Law

Each party shall comply with all applicable federal, state, and local laws, regulations, and standards, including those governing healthcare, billing, licensure, and patient privacy. Provider shall not engage in any activity that would cause Client to be in violation of applicable law.

Notices

Amendment; Assignment

This Agreement may be amended only by a written instrument executed by both parties. Neither party may assign its rights or delegate obligations without the prior written consent of the other, except that either party may assign to an affiliate or successor in interest.

General Provisions

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. Severability: If any provision is unenforceable, the remainder shall remain in force. Survival: Provisions regarding confidentiality, indemnity, payment, and records retention shall survive termination.

Representative Patient Information (If Services involve specified patients)

Insurance Information (Patient Representative)

Medical History (Representative)

Authorization & Expiration

Where Patient PHI or patient-specific authorizations are required for the provision of Services, the parties will obtain written authorization from the patient or the patient's authorized representative. This authorization will expire on:

Exhibits and Order of Precedence

Exhibits (including Fee Schedule and Statement of Work) are incorporated herein. In the event of conflict, the order of precedence shall be: (1) this Agreement, (2) Statement of Work, (3) Fee Schedule, unless otherwise agreed in writing.

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