Healthcare Consulting Proposal

HEALTHCARE CONSULTING PROPOSAL

Parties and Proposal Date

Client Name:

Consultant Name:

Proposal Date:   Proposal Valid Until:

Scope of Services

Summary: The Consultant shall provide the professional services described below in accordance with applicable federal and state law, and with safeguards appropriate to any protected health information (PHI) the Consultant may access. Services will be performed as an independent contractor and not as an employee.

Project Timeline & Milestones

Proposed Start Date:   Proposed End Date:

Fees, Expenses, and Payment Terms

Fee Structure: Fixed Fee: $   Hourly Rate: $

Deposit due upon execution: $

Milestone payments per schedule described in Milestones section

Monthly invoicing: Net days

Confidentiality, PHI, and Data Protection

Confidential Information: Consultant shall maintain as confidential all non-public information received from Client and shall not use or disclose such information except to perform services under this Proposal or as required by law. This obligation survives termination of the engagement.

Protected Health Information (PHI): If the Consultant will create, receive, maintain or transmit PHI in performing services, the parties agree that a Business Associate Agreement (BAA) consistent with applicable law will be executed prior to any PHI access. Consultant shall implement administrative, physical and technical safeguards to protect PHI and shall notify Client of any unauthorized access or breach within hours of discovery.

Yes    No

Intellectual Property and Work Product

Work Product: Subject to Client's payment of all fees, Consultant grants Client a nonexclusive, perpetual license to use deliverables specifically created for Client. Consultant retains ownership of Consultant's preexisting materials, methodologies, tools, and know-how. To the extent Consultant incorporates preexisting proprietary tools into deliverables, Consultant grants a nonexclusive license to use those tools solely to the extent incorporated into the deliverables.

Term, Termination, and Suspension

Term: This engagement commences on the Proposed Start Date and continues until the earlier of completion of obligations or termination as provided herein.

Termination Without Cause: Either party may terminate upon providing days' prior written notice. Termination for Cause: Either party may terminate immediately for material breach that remains uncured for days after written notice.

Upon termination, Client will pay Consultant for services performed and approved expenses incurred through the effective date of termination.

Liability, Indemnification, and Insurance

Limitation of Liability: Except for willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this engagement shall not exceed the total fees paid to Consultant under this Proposal or $, whichever is greater.

Indemnification: Consultant shall indemnify and hold Client harmless from third-party claims resulting from Consultant's negligent acts, omissions, or willful misconduct in providing services. Client shall indemnify and hold Consultant harmless from third-party claims arising from Client's breach of representations or misuse of deliverables.

Representations, Compliance and Remedies

Each party represents that it has all necessary power and authority to enter into this Proposal and perform its obligations hereunder. Consultant will perform services in compliance with applicable federal and state laws, rules, and regulations applicable to health care operations and patient information.

Change Orders and Acceptance

Any material change to the Scope of Services or fees shall be effected only by a written change order signed by both parties. Deliverables will be deemed accepted when Client provides written acceptance or fails to provide written rejection within business days after delivery.

Notices

Dispute Resolution and Governing Law

The parties shall attempt to resolve disputes by good-faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration pursuant to the parties' agreement or by a court of competent jurisdiction if arbitration is not elected. This Proposal shall be governed by the laws of the state identified by Client as its principal place of business.

Additional Provisions

Acceptance

By signing below, the undersigned hereby authorizes Consultant to proceed with the services described in this Proposal subject to the terms and conditions herein. This Proposal constitutes the complete understanding between the parties with respect to the services described and supersedes prior proposals and communications.

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