Healthcare Consulting Services Agreement

HEALTHCARE CONSULTING SERVICES AGREEMENT

This Healthcare Consulting Services Agreement (the Agreement) is entered into by and between:

Client Name:    Client Address:

Consultant Name:    Consultant Address:

Effective Date:

RECITALS

WHEREAS, Client operates a healthcare practice or facility and requires consulting services to assist in healthcare operations, compliance, clinical workflow, information technology, revenue cycle, or quality improvement; and

WHEREAS, Consultant represents that it has the qualifications, experience, personnel, and resources to provide the consulting services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

DEFINITIONS

For purposes of this Agreement: "Services" means the consulting tasks described in Section "Scope of Services"; "Protected Health Information" or "PHI" has the meaning given under applicable privacy laws and includes any individually identifiable health information that Consultant may access, create, receive, maintain or transmit in the performance of Services; "Deliverables" means reports, analyses, software, documentation or other materials delivered to Client under this Agreement.

SCOPE OF SERVICES

Consultant shall perform the Services using personnel with appropriate qualifications and shall provide progress reports and Deliverables as set forth herein or as otherwise agreed in writing by the parties.

TERM AND TERMINATION

Term Start:    Term End (if any):

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any provision and fails to cure within days after receipt of notice. Termination for convenience by Client requires days' prior written notice.

COMPENSATION AND PAYMENT

Client shall reimburse allowable preapproved expenses. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

CONFIDENTIALITY AND HIPAA COMPLIANCE

Consultant acknowledges that in performing Services it may have access to PHI. Consultant agrees to comply with all applicable federal and state privacy and security laws, including but not limited to requirements to maintain the confidentiality, integrity, and availability of PHI.

Minimum necessary: Consultant will limit uses, disclosures, and requests for PHI to the minimum necessary to accomplish the permitted purpose. Consultant will implement administrative, technical, and physical safeguards appropriate to the nature of the PHI to prevent unauthorized use or disclosure.

PHI   De-identified data   Administrative/operational data

Breach Notification: Consultant shall notify Client without unreasonable delay and in no event later than hours after discovery of a breach of unsecured PHI and cooperate with Client in investigation, mitigation and regulatory notification obligations.

DATA SECURITY AND RECORDS

Consultant shall maintain reasonable administrative, physical and technical safeguards, including encryption where appropriate, role-based access controls, and secure transmission protocols. Consultant shall maintain records of access to PHI and shall make such records available to Client upon request to the extent required by law.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

Each party represents and warrants that it has full power and authority to enter into this Agreement. Consultant warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Consultant further warrants compliance with all applicable laws and regulations governing healthcare operations and data privacy.

INDEMNIFICATION

Consultant shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising out of Consultant's negligent acts, willful misconduct, or material breach of this Agreement, including unauthorized disclosure of PHI, except to the extent caused by Client's negligence or breach.

INSURANCE

INTELLECTUAL PROPERTY & WORK PRODUCT

Unless otherwise agreed in writing, all Deliverables provided to Client pursuant to this Agreement shall be deemed "works made for hire" and ownership shall vest in Client upon full payment. Consultant shall retain ownership of preexisting tools, methodologies and intellectual property, but grants Client a nonexclusive license necessary to use the Deliverables for Client's internal operations.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or Consultant's unauthorized disclosure of PHI, neither party shall be liable for indirect, incidental, special, punitive or consequential damages. Aggregate liability shall be limited to the fees paid to Consultant under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to its conflicts of law rules. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating litigation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the parties' agreement.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

Severability: If any provision is held unenforceable, the remainder shall remain in full force and effect. Entire Agreement: This Agreement (including any exhibits or addenda executed by the parties) constitutes the entire agreement and supersedes all prior understandings.

HIPAA PRIVACY ACKNOWLEDGMENT

Consultant acknowledges that it understands the privacy and security obligations applicable to PHI and agrees to comply with those obligations in performing the Services.

DESIGNATED PATIENT CONTACT INFORMATION (IF APPLICABLE)

The following patient information is to be provided only when Consultant will access individual patient records as part of the Services.

Authorization expiration date (for patient data access authorization):

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