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Healthcare Management Agreement

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HEALTHCARE MANAGEMENT AGREEMENT

Parties

Corporation Limited Liability Company (LLC) Other

Hospital Clinic Medical Practice Other

Recitals and Effective Date

This Healthcare Management Agreement (the Agreement) is made and entered into by and between the Management Company named above and the Facility named above. The parties agree that the Effective Date of this Agreement is , .

Term

The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of years, unless earlier terminated as provided herein. Thereafter this Agreement shall automatically renew for successive one (1) year terms unless either party delivers written notice of non-renewal at least days prior to the expiration of the then-current term.

Scope of Services

Manager shall provide administrative and management services to Facility as described in this Section and any written schedules attached hereto. Manager's responsibilities may include operational oversight, revenue cycle management, billing and collections administration, human resources administration (excluding clinical hiring determinations), compliance program support, procurement, and financial reporting.

Excluded Clinical Services

Manager shall not provide direct clinical diagnosis, treatment, or medical decision-making. All clinical services, patient care decisions, and provider credentialing remain the exclusive responsibility of Facility and its licensed clinical staff.

Fees and Compensation

As compensation for services, Facility shall pay Manager the fees set forth below. Fees shall be payable in accordance with the payment schedule and are exclusive of applicable taxes.

Billing, Collections and Funds

Manager shall submit claims, manage patient billing, and pursue collections on behalf of Facility only as authorized in writing. All collected funds for patient services shall be held in a fiduciary account and remitted to Facility in accordance with the parties' agreed remittance schedule after deduction of agreed fees and documented expenses. Manager shall provide monthly accountings of collections, adjustments, and remittances.

Personnel; Employment; Labor Matters

Unless otherwise agreed, Manager may recruit, hire and supervise non-clinical personnel required to perform management services. Employment status, benefit eligibility, and disciplinary action for clinical staff remains under Facility control. Manager shall comply with all wage, hour and labor laws applicable to personnel under its direct employment.

Yes No

Confidentiality and HIPAA Compliance

Each party acknowledges its obligations under applicable privacy laws and agrees to implement and maintain administrative, physical and technical safeguards to protect protected health information (PHI). Manager shall use PHI only as necessary to perform authorized services and shall not use or disclose PHI for any other purpose. Manager agrees to execute and abide by any business associate agreement required by Facility.

Patient authorizations required for release of PHI shall be obtained by Facility unless otherwise agreed. Any authorization provided pursuant to this Agreement shall expire on , .

Insurance

Each party shall, at its own cost, maintain insurance coverages customary for its operations, including professional liability and general liability insurance. Upon request, each party shall provide certificates of insurance evidencing required coverage.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts or omissions, or willful misconduct. The foregoing obligation shall not apply to the extent such claims result from the indemnitee's negligence or willful misconduct.

Termination and Transition

Either party may terminate this Agreement for cause upon written notice specifying the breach where the breaching party fails to cure such breach within thirty (30) days following receipt of written notice. In the event of termination, Manager shall provide transition services reasonably necessary to transfer management operations back to Facility or its designee to avoid interruption of patient care. Transition fees and timelines shall be set forth in a Schedule or as otherwise agreed in writing.

Audit and Records

Manager shall maintain accurate and complete books and records relating to the performance of services and financial transactions under this Agreement for a period of seven (7) years. Facility shall have the right to audit such records upon reasonable prior notice and during normal business hours.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation and, if unresolved within sixty (60) days, submit the dispute to binding arbitration in the designated jurisdiction unless otherwise agreed in writing.

Representations and Warranties; Compliance

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that the execution and performance hereof will not violate any agreement or law, and that it shall perform its obligations in compliance with all applicable federal and state laws, rules and regulations governing healthcare, privacy and billing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Amendments must be in writing and executed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Signatures

Management Company:

By:

Date:

Facility / Provider:

By:

Date:

Enter text✕

What a Healthcare Management Agreement Covers

A Healthcare Management Agreement is a written contract in which one party (the manager) provides administrative, operational, or management services to a healthcare provider or facility. Typical services include billing, staffing, credentialing, IT, regulatory compliance support, and revenue-cycle management. The agreement defines scope of services, compensation, term and termination rights, privacy and data-handling obligations, contractor responsibilities, and oversight or audit rights. Properly drafted, it clarifies regulatory responsibilities (including HIPAA compliance) and preserves clinical autonomy where required while establishing governance, reporting, and liability allocation between the parties.

Why this agreement matters for healthcare operations

A clearly written Healthcare Management Agreement reduces operational ambiguity, assigns regulatory obligations, and documents how protected health information (PHI) will be handled under HIPAA. It protects both provider and manager by defining compensation, service levels, audit rights, and termination mechanics.

Why this agreement matters for healthcare operations

Who typically enters into a Healthcare Management Agreement

These agreements are used by clinical organizations, management firms, investors, and legal or compliance teams when administrative services are outsourced.

  • Healthcare providers and physician groups that outsource billing, HR, or back-office functions.
  • Management companies that deliver administrative services to hospitals, clinics, or specialty practices.
  • Hospital systems or investor groups arranging management relationships for affiliated practices.

Stakeholders include CMOs, CFOs, practice managers, compliance officers, and outside counsel who review regulatory and financial terms.

Core contract elements to include in the agreement

A comprehensive Healthcare Management Agreement should cover operational scope, payment terms, compliance obligations, data handling, liabilities, and audit or reporting mechanisms to limit disputes and regulatory exposure.

Scope of Services

Specify tasks, deliverables, performance standards, service-level metrics, and any excluded clinical functions to avoid scope creep and preserve clinical decision-making.

Compensation

Detail fee structure, billing splits, timing, audits of payments, expense reimbursement, and mechanisms for adjusting compensation tied to performance or regulatory changes.

Term & Termination

State the initial term, renewal conditions, notice periods for nonrenewal, termination for cause or convenience, and post-termination transition assistance.

Compliance & Privacy

Include HIPAA obligations, Business Associate Agreement (BAA) requirements, data security standards, breach notification procedures, and applicable regulatory responsibilities.

Liability & Indemnity

Allocate indemnification, limitations of liability, insurance requirements, and responsibility for third-party claims, including those arising from regulatory noncompliance.

Audit & Records

Provide audit rights, access to records, reporting frequency, and procedures for resolving discrepancies discovered during financial or compliance audits.

Key security and compliance items to document

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
HIPAA Status: BAA required for handling PHI
Audit Trails: Signed document timestamps and action logs
Access Controls: Role-based access and multi-factor options
Certifications: SOC 2 Type II and ISO 27001 available
Retention: Policy for secure archival and deletion

Primary legal and business risks to address

HIPAA Violations: Civil and criminal liability; corrective action plan risk
Breach of Contract: Damages, injunctive relief, and lost revenue exposure
Regulatory Sanctions: State licensing or Medicare/Medicaid penalties
Indemnity Gaps: Uncapped liabilities can create outsized financial exposure
Data Loss: Operational disruption and reputational harm
Improper Assignment: Voidable obligations if assignment rules ignored

Common drafting and execution mistakes

  • Using vague scope language that leads to disputes over what services are included and who pays for out-of-scope work.
  • Failing to execute a Business Associate Agreement before sharing PHI, exposing both parties to HIPAA compliance risk.
  • Omitting clear termination and transition provisions, which creates operational disruption and disputes during contract end.
  • Neglecting to specify data ownership, return, and deletion obligations, causing retention and privacy conflicts post-termination.

Step-by-step: completing a Healthcare Management Agreement

Follow a clear sequence from preparation to signature to ensure enforceability and regulatory compliance.

  • 01
    Assemble parties: Confirm legal entity names and signatory authority
  • 02
    Define services: Describe tasks, deliverables, and exclusions
  • 03
    Set compliance terms: Include BAA, security standards, and audit rights
  • 04
    Sign and archive: Execute signatures and maintain secure copies

How the execution and routing process typically flows

A predictable routing process speeds completion and documents responsibility at each step.

  • Drafting: Counsel or operations drafts initial agreement version
  • Internal review: Compliance and finance review for regulatory and billing terms
  • Negotiation: Track redlines until both parties reach agreement
  • Execution: Authorized signatories sign and copies are distributed

Online workflow settings to configure for e-execution

Configure document fields and signer routing so each party receives the correct actions and evidence of execution.

Field Configuration
Signature Order Set sequential or parallel routing per signatory role
Authentication Use email plus optional SMS or KBA for stronger identity
Conditional Fields Show or hide fields based on prior answers
Audit Options Enable timestamps, IP logging, and certificate capture

Technical considerations for electronic completion

Choose a platform that supports HIPAA controls, audit trails, and the integrations your organization uses.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • Formats: Accepts PDF, DOCX, and fills Excel-based inputs
  • Authentication: Supports email, SMS, KBA, and SSO where required

Confirm the platform can provide a Business Associate Agreement when PHI will be processed and that audit logs are exportable for legal and compliance review.

Typical timelines and notice periods to include

Specify dates and notice periods to avoid ambiguity about renewals, termination, and compliance milestones.

Effective Date:

The agreement becomes binding on the stated MM/DD/YYYY effective date

BAA Execution:

Execute BAA before any PHI is exchanged; do not begin PHI processing until signed

Renewal Notice:

Require 30–90 days written notice for nonrenewal depending on business needs

Cure Period:

Include a 30-day cure period for material breaches unless urgent safety demands immediate action

Transition Assistance:

Specify 30–180 days for wind-down services and data return after termination

eSignature vendor comparison for executing Healthcare Management Agreements

A vendor comparison helps evaluate features needed for PHI handling, audit trails, batch sending, and cost profile. signNow is listed first per vendor-comparison convention.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about execution and compliance

Answers to common legal and technical questions help avoid execution delays and compliance gaps when completing a Healthcare Management Agreement.


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