Healthcare Managed Services Plan

HEALTHCARE MANAGED SERVICES PLAN

Parties and Effective Date

This Healthcare Managed Services Plan ("Plan") is entered into by and between Client Name: and Managed Services Provider Name: .

Effective Date: Term: This Plan commences on the Effective Date and continues for months, unless earlier terminated pursuant to Section Termination.

Scope of Services

Provider shall deliver managed information technology and clinical support services to Client as described below. Provider agrees to perform services in a professional manner in accordance with industry standards and applicable law.

IT infrastructure management    Clinical application support    Data integration    Cybersecurity & compliance    Telehealth platform support

Service Levels and Performance

Provider shall meet the following service level commitments. Failure to meet these obligations shall entitle Client to remedies as set forth in this Plan.

Fees, Invoicing and Payment

Client shall pay Provider the fees specified below in consideration for the Services. All fees are due in accordance with the Payment Terms.

Data Security, Privacy and HIPAA Compliance

Provider acknowledges that Provider will create, receive, maintain or transmit Protected Health Information ("PHI") on behalf of Client. Provider shall comply with applicable federal and state laws governing the confidentiality, security and privacy of PHI, including implementing administrative, technical and physical safeguards sufficient to protect PHI against reasonably anticipated threats. Provider shall (a) use encryption for PHI in transit and at rest where commercially reasonable; (b) limit access to PHI to authorized personnel; and (c) provide breach notification to Client without unreasonable delay and, in any event, no later than 72 hours after discovery of any unauthorized access requiring notification under applicable law.

Provider shall promptly execute a Business Associate Agreement as required by law and shall cooperate with Client in any required breach notification, mitigation and remediation efforts.

Client acknowledges and requests Provider to execute a Business Associate Agreement prior to exchange of PHI.

Confidentiality and Data Ownership

All PHI and other Confidential Information exchanged under this Plan remains the property of Client. Provider shall not use or disclose Confidential Information except as necessary to perform the Services or as required by law. Provider shall return or securely destroy Confidential Information upon termination or expiration of this Plan, unless retention is required by law and Provider documents such obligation.

Client Responsibilities

Client shall provide Provider timely access to facilities, systems, personnel and information reasonably necessary for Provider to perform the Services. Client shall maintain its clinical and operational decisions and retain sole responsibility for patient care and for the accuracy of data provided to Provider.

Term, Termination and Transition

Either party may terminate this Plan for material breach upon thirty (30) days' written notice if the breach remains uncured. Either party may terminate for convenience upon sixty (60) days' written notice. Upon termination, Provider shall cooperate in a transition of services to Client or a successor and shall return or securely migrate Client data as directed.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligence, willful misconduct or breach of law. Except for indemnification obligations and liabilities arising from willful misconduct or gross negligence, the parties' aggregate liability under this Plan shall be limited to the total fees paid or payable under this Plan during the prior twelve (12) months.

Insurance

Provider shall maintain commercial general liability, professional liability and cyber liability insurance with limits appropriate to the services provided and shall provide certificates of insurance to Client upon request.

Notices

Reporting, Audit and Inspection

Provider will provide regular operational and security reports as mutually agreed. Client reserves the right to audit Provider's compliance with the terms of this Plan and applicable privacy and security requirements upon reasonable notice and during normal business hours.

Covered Patient Data Elements (for services involving PHI)

If Provider will process or store PHI, identify a representative patient record for initial configuration and testing.

Insurance Information (if relevant for billing)

Authorization and Expiration

Client hereby authorizes Provider to perform the Services described herein and to access, use and disclose PHI to the limited extent necessary to perform the Services. This authorization expires on:

Client further represents that it has authority to permit access to the PHI described herein and that such access is consistent with all applicable laws.

Governing Law and Miscellaneous

This Plan shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any amendment to this Plan must be in writing and signed by both parties.

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