Healthcare Consultant Contract

HEALTHCARE CONSULTANT CONTRACT

This Healthcare Consultant Contract (Agreement) is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client operates a healthcare practice and requires specialized consulting services related to clinical operations, regulatory compliance, information governance, and/or quality improvement; and

WHEREAS, Consultant represents that Consultant has the necessary qualifications, experience, and licenses to perform such services and is willing to provide those services to Client under the terms and conditions set forth in this Agreement.

Scope of Services

Consultant shall provide the services described below (Services). Consultant will perform the Services in a professional and workmanlike manner in accordance with prevailing industry standards.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Either party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice of breach.

Compensation and Expenses

Independent Contractor; Personnel

Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant is solely responsible for all payroll taxes, benefits, and withholdings related to Consultant's personnel. Consultant shall not assign or subcontract Services in whole or in part without Client's prior written consent.

Confidentiality and HIPAA Compliance

During the performance of Services Consultant may create, receive, maintain or transmit Protected Health Information (PHI). Consultant agrees to keep confidential all PHI and other confidential information of Client and agrees to comply with all applicable federal and state laws and regulations governing PHI, including the Health Insurance Portability and Accountability Act (HIPAA) and implementing regulations, as applicable.

Consultant represents that Consultant will implement administrative, physical, and technical safeguards appropriate to the nature of Consultant's activities to protect PHI from unauthorized use or disclosure. Consultant agrees to execute a Business Associate Agreement if required by Client.

Business Associate Agreement required:

Data Security and Reporting

Consultant shall implement and maintain reasonable security measures commensurate with the sensitivity of PHI and shall promptly notify Client upon discovery of any security incident or unauthorized disclosure involving PHI. Consultant agrees to cooperate with Client in any required breach notification, mitigation, and remediation activities.

Insurance

Consultant shall maintain insurance appropriate to the Services, including commercial general liability, professional liability (errors and omissions), and cyber liability where Consultant will access electronic PHI. Upon request Consultant shall furnish certificates evidencing such coverage and naming Client as an additional insured where appropriate.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. Consultant's indemnity obligations shall include claims arising from unauthorized disclosure of PHI by Consultant or Consultant's personnel.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or Consultant's unauthorized disclosure of PHI, neither party shall be liable for consequential, special, punitive, or incidental damages. Consultant's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement during the twelve (12) months preceding the claim.

Audit and Recordkeeping

Consultant shall maintain complete and accurate records relating to the performance of Services and shall make such records available to Client for inspection upon reasonable written notice for the purpose of verifying compliance with this Agreement and applicable law, subject to any reasonable confidentiality protections.

Non-Solicitation

During the term of this Agreement and for twelve (12) months following termination, neither party shall solicit for employment or independent contracting any employee of the other party who has been materially involved in the provision of Services, without the prior written consent of the other party.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation and, if unsuccessful, through mediation prior to initiating litigation. Either party may seek injunctive relief to prevent unauthorized use or disclosure of PHI.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment must be in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Patient Data (If Applicable)

If Consultant will access specific patient records pursuant to this Agreement, identify patients or patient populations below and confirm that appropriate authorizations are on file where required by law.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that by signing they bind their respective organizations to the terms herein.

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