Healthcare Consulting Agreement

HEALTHCARE CONSULTING AGREEMENT

Parties and Effective Date

This Healthcare Consulting Agreement (the Agreement) is entered into by and between Client Name: with principal address: (Client), and Consultant Name: with principal address: (Consultant). Effective Date:

Recitals

WHEREAS, Client is a healthcare provider engaged in the provision of clinical services and requires consulting services relating to clinical operations, compliance, quality improvement, or health information management; and WHEREAS, Consultant represents that Consultant has the experience, credentials, and capacity to provide such services under the terms and conditions set forth in this Agreement.

Scope of Services

Term and Termination

Term: The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice, or immediately upon a material breach involving unauthorized disclosure of Protected Health Information (PHI).

Compensation and Expenses

Reimbursable Expenses: Consultant shall be reimbursed for reasonable and pre-approved direct expenses. Pre-approval required: Yes
Expense Submittal: Consultant shall submit documentation within days of incurrence.

Professional Qualifications and Credentialing

Consultant represents and warrants that Consultant and any personnel performing services under this Agreement:

• Hold all required licenses and certifications in good standing;
• Have completed Client's credentialing requirements if applicable; Credentialing required: Yes
• Will maintain professional standards applicable to the services provided.

HIPAA / PHI and Privacy Compliance

Handling of PHI: Consultant may create, receive, maintain or transmit Protected Health Information (PHI) on behalf of Client. Consultant shall comply with all applicable federal and state privacy and security laws, including the Health Insurance Portability and Accountability Act and implementing regulations.

Security Measures: Consultant shall implement administrative, physical and technical safeguards appropriate to the size and complexity of Consultant's operations and the nature of PHI to be protected, including encryption for PHI at rest and in transit where feasible, access controls, and regular risk assessments.

Breach Notification: Consultant shall notify Client without unreasonable delay and no later than calendar days after discovery of any security incident or unauthorized use or disclosure of PHI.

Authorization Expiration Date for PHI Access (if applicable):

Confidentiality

Confidential Information: Each party agrees to maintain the confidentiality of the other party's proprietary and confidential information including but not limited to patient records, clinical data, financial information, and trade secrets. Consultant shall limit access to Confidential Information to personnel with a need to know and who are bound by confidentiality obligations.

Exceptions: Confidential information does not include information that (i) is or becomes publicly available other than through breach by the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property

Work Product: Unless otherwise agreed in writing, all deliverables and work product developed specifically for Client under this Agreement shall be the sole and exclusive property of Client upon full payment. Consultant shall retain ownership of pre-existing materials and tools but grants Client a perpetual, nonexclusive, royalty-free license to use any pre-existing materials embedded in deliverables to the extent necessary to use the deliverable.

Insurance, Indemnification and Liability

Indemnification: Consultant shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Consultant's negligent acts, errors, or omissions in the performance of services. Client shall indemnify Consultant for claims arising from Client's gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or breach of PHI obligations, neither party shall be liable to the other for consequential, special, incidental or punitive damages.

Independent Contractor

Relationship of Parties: Consultant is an independent contractor and not an employee, agent, joint venturer or partner of Client. Consultant shall be solely responsible for all taxes, withholdings and other statutory obligations of employees and subcontractors.

Subcontracting: Consultant may subcontract services only with Client's prior written consent. Subcontractors must be bound by confidentiality and PHI protection obligations at least as protective as those set forth in this Agreement.

Representations; Compliance

Compliance with Laws: Each party shall comply with all applicable laws, rules and regulations, including those governing patient privacy, professional licensing, anti-kickback and fraud and abuse laws. Consultant represents that the fees charged are fair market value for the services rendered and do not constitute payment for referrals.

Notices

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county of the Client's principal place of business, unless otherwise agreed in writing.

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or SOWs incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

Amendment: Any amendment to this Agreement must be in writing and signed by duly authorized representatives of both parties.

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