Healthcare Coding Agreement

HEALTHCARE CODING AGREEMENT

Parties and Effective Date

This Healthcare Coding Agreement (the "Agreement") is entered into by and between Provider Name: with principal address: and Coding Company Name: with principal address: .

Effective Date: . The parties agree as follows.

Definitions

For purposes of this Agreement: "PHI" means Protected Health Information as defined by applicable law; "Services" means professional medical coding, auditing and related coding support as set forth herein; "Billing Claims" means claims prepared for submission to payors based upon coded records.

Scope of Services

Coder shall perform coding services in accordance with this Agreement and professional standards, including but not limited to the accurate assignment of ICD, CPT, HCPCS and other applicable codes, application of modifiers, principles of medical necessity, and payor-specific rules. Coder will code Provider's medical records delivered electronically or in hard copy and shall return coding results and queries in the format agreed by the parties.

Standards, Quality and Performance

Coder represents and warrants that coding will be performed by qualified coders trained in applicable coding conventions and payer policies. Coder shall maintain a minimum coder accuracy rate of as measured by agreed audit procedures. Coder will timely correct identified coding errors at no additional charge.

Data Transfer, Security and HIPAA Compliance

Coder acknowledges that it will receive PHI and agrees to comply with all applicable privacy and security requirements. Coder shall implement administrative, physical and technical safeguards to protect PHI against unauthorized use or disclosure, including encryption during transmission and storage where reasonably available, access controls, secure authentication, and logging sufficient to support audits.

Upon termination or expiration, Coder shall return or destroy PHI as directed by Provider and shall certify in writing that such actions have been completed, except as otherwise required by law.

Compensation and Billing

Provider shall pay Coder fees as set forth in the Fee Schedule attached to this Agreement or entered below. Unless otherwise agreed, invoices are payable Net 30 from date of invoice. Provider shall not be responsible for fees assessed due to Coder's failure to meet minimum accuracy or timeliness standards.

Audits and Records Retention

Provider or its designee shall have the right, upon reasonable notice and during normal business hours, to audit coding records, quality reports, and security logs related to Services. Coder shall retain coding workpapers and supporting documentation for a period of not less than years or as required by law.

Subcontracting and Personnel

Coder may engage subcontractors only with Provider's prior written consent. Coder shall require all subcontractors to be bound by obligations no less protective than those in this Agreement. Coder shall ensure that personnel performing Services have appropriate qualifications, training, and background checks.

Representations, Warranties and Remedies

Coder represents and warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards and applicable law. In the event of breach of these warranties, Coder shall promptly cure identified deficiencies at its expense. Provider's exclusive remedy for breach of the coding accuracy warranty is correction or re-performance of the Services unless otherwise agreed in writing.

Indemnification and Insurance

Coder shall indemnify, defend and hold harmless Provider and its affiliates from and against any third-party claims arising out of Coder's negligence, breach of this Agreement, willful misconduct, or failure to safeguard PHI. Coder shall maintain professional liability and cyber/privacy insurance in commercially reasonable amounts and shall provide certificates of insurance upon request.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party's breach of its obligations with respect to PHI, the parties' aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid or payable to Coder under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive or special damages.

Term and Termination

The initial term of this Agreement shall be from the Effective Date and shall . Either party may terminate for material breach that remains uncured for thirty (30) days after written notice, or immediately for a material breach related to PHI or a security incident.

Breach Notification and Incident Response

Coder shall notify Provider without unreasonable delay and in no event later than seventy-two (72) hours after discovery of any unauthorized access, use or disclosure of PHI or other security incident affecting Provider data. Notification shall include the nature of the incident, affected data, remediation steps taken, and contact information for further inquiry.

Notices

All notices required under this Agreement shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses below or to such other address as either party designates in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior understandings. Any amendment must be in writing and executed by authorized representatives. If any provision is held invalid, the remainder shall remain in effect. This Agreement shall be governed by the laws applicable to the state in which Provider's principal address is located, without regard to conflicts of law principles.

Authorization Expiration

Unless earlier terminated, any authorization granted hereunder to handle PHI shall expire on: .

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