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Healthcare Management Services Agreement

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HEALTHCARE MANAGEMENT SERVICES AGREEMENT

This Healthcare Management Services Agreement ("Agreement") is made effective as of Effective Date: by and between Management Company Name: with principal address: , and Client Facility Name: with principal address: .

RECITALS

WHEREAS, Client Facility operates healthcare services and desires to engage Management Company to provide management, administrative, and operational services as described below; and WHEREAS, Management Company possesses experience, personnel, and systems to render the requested services under the terms and conditions set forth in this Agreement.

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

"Services" means the management, administrative, clinical oversight, billing, staffing, reporting, and related tasks described in Section Scope of Services; "Protected Health Information" or "PHI" means individually identifiable health information as defined under applicable privacy laws; "Confidential Information" means non-public information disclosed by a party in connection with performance under this Agreement.

SCOPE OF SERVICES

Management Company shall provide the following Services to Client Facility during the Term: operational oversight; staffing and human resources support; clinical workflow design and implementation; revenue cycle management and billing support; quality assurance and regulatory compliance assistance; preparation of routine management reports; and such other services as are reasonably agreed in writing by the parties.

TERM; TERMINATION

The initial term of this Agreement shall commence on Start Date: and continue for Term Length (months): unless earlier terminated in accordance with this Section. Either party may terminate for convenience upon Notice Period (days): days' written notice. Either party may terminate immediately for material breach that remains uncured for Cure Period (days): days after written notice.

COMPENSATION; PAYMENT

Client Facility shall compensate Management Company for Services in accordance with the Fee Schedule below. Invoices shall be submitted monthly unless otherwise agreed, and are payable Net Days: days from invoice date. Late payments shall accrue interest at Interest Rate (annual %): % per month or the maximum permitted by law.

PERFORMANCE STANDARDS

Management Company shall perform Services in a professional manner consistent with prevailing industry standards for facilities of similar size and complexity. Management Company shall maintain personnel with appropriate licenses, certifications, and training. Client Facility shall provide timely access to records, staff, and facilities as reasonably required for performance.

CONFIDENTIALITY AND PHI

Each party shall maintain the confidentiality of Confidential Information and PHI in accordance with applicable law. Management Company shall implement administrative, technical, and physical safeguards to protect PHI and shall limit uses and disclosures of PHI to those necessary to perform the Services. Management Company shall only use Business Associates and subcontractors who agree in writing to the same restrictions and conditions that apply to Management Company under this Agreement.

Management Company represents that it will comply with all applicable privacy and security laws governing PHI. Client Facility acknowledges that Management Company may create or receive PHI and authorizes such use and disclosure solely as necessary to perform the Services and as limited by this Agreement.

DATA SECURITY & BREACH NOTIFICATION

Management Company shall maintain commercially reasonable security measures to protect electronic PHI and shall notify Client Facility without unreasonable delay upon discovery of any unauthorized access, use, or disclosure of PHI. Notification shall include the nature and scope of the breach, affected individuals (if known), and remedial steps taken.

REPORTING; RECORDS; AUDIT

Management Company shall provide Client Facility with routine management reports in the format and frequency set forth in the Fee Schedule or as otherwise agreed. Client Facility, or its authorized representative, may audit Management Company's records related to Services upon reasonable prior notice and during regular business hours; audit scope shall be limited to records necessary to verify performance and charges.

INSURANCE; INDEMNIFICATION

Each party shall maintain appropriate insurance coverages, including professional liability and general liability, in commercially reasonable amounts. Management Company shall indemnify and hold harmless Client Facility from third-party claims arising from Management Company's negligent acts or omissions in performing Services. Client Facility shall indemnify Management Company for claims arising from Client's operations or breach of this Agreement.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, indirect, incidental, or consequential damages. Aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid to Management Company under this Agreement during the preceding twelve (12) months, except as expressly provided otherwise in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Management Company warrants that Services will be provided in a professional manner consistent with applicable laws, rules, and professional standards.

NOTICES

All notices, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail, return receipt requested.

AUDIT AND ACCESS TO PATIENT INFORMATION

To the extent Management Company requires access to PHI for performance of Services, such access shall be limited to the minimum necessary. Client Facility retains the right to audit Management Company's access logs and records related to PHI upon reasonable notice and during normal business hours.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings. Any amendment must be in writing and executed by authorized representatives of both parties. This Agreement shall be governed by the laws of Governing State: without regard to conflict of laws principles.

DESIGNATED PATIENT INFORMATION (IF APPLICABLE)

Where Management Company is authorized to access or manage individual patient records, the following fields identify an example patient or representative for purposes of access authorization. Use of this section is optional and shall not substitute for required patient authorizations where applicable.

REPRESENTATIONS FOR SIGNING AUTHORITY

Each individual signing below represents that they are authorized to execute this Agreement on behalf of the party for which they sign and to bind that party to the terms herein.

Management Company — Printed Name:

By:

Date:

Client Facility — Printed Name:

By:

Date:

Enter text✕

What the Healthcare Management Services Agreement Is

A Healthcare Management Services Agreement is a written contract between a healthcare provider (hospital, clinic, or group practice) and a management services organization or third-party administrator. It defines the scope of operational, administrative, billing, IT, or clinical support services the manager will deliver, payment and fee arrangements, performance standards, data handling and privacy obligations, term and termination provisions, liability and indemnity allocations, and transition responsibilities to ensure continuity of care and regulatory compliance.

Why organizations use this agreement

The agreement clarifies operational responsibilities, allocates financial and legal risk, and documents HIPAA and privacy controls. It supports audit readiness, establishes performance metrics and payment terms, and reduces disputes by recording deliverables and change-order processes in a single enforceable contract.

Why organizations use this agreement

Typical parties and users

Primary users include hospitals, physician groups, and third-party managers who need clear operational and compliance responsibilities documented.

  • Hospitals and health systems — Use the agreement to outsource revenue cycle and administrative services while preserving clinical control and licensing compliance.
  • Physician groups and clinics — Document delegated billing, credentialing, and back-office services to align payments and service SLAs.
  • Management services organizations — Define scope, fees, reporting obligations, transition rights, and liability protections for their service delivery.

Secondary users include finance, compliance, and IT teams who implement billing, records management, and security controls under the agreement.

How to complete a Healthcare Management Services Agreement step by step

Follow these steps to prepare a complete, compliant agreement and reduce negotiation cycles.

  • 01
    Identify parties: Enter full legal names and entity types for each party.
  • 02
    Define services: List specific tasks, deliverables, and exclusions clearly.
  • 03
    Set fees: Specify payment schedule, invoicing, and fee adjustments.
  • 04
    Add compliance: Include HIPAA, data security, and audit rights language.

Core clauses to include in a professional agreement

A complete agreement addresses operations, payments, compliance, risk allocation, and transition planning so both parties understand expectations and remedies.

Scope and Deliverables

Describe services in measurable terms, list exclusions, attach exhibits for workflow diagrams, and define acceptance criteria for completed work.

Performance Standards

Specify SLAs, KPIs, reporting cadence, remedies for missed targets, and escalation procedures to manage operational performance.

Payment and Adjustment

State fees, invoicing cycles, permissible expense reimbursements, audit rights, and how rate changes or cost-of-living adjustments apply.

Compliance and Privacy

Require HIPAA compliance, include a BAA if PHI is handled, and describe data security measures and breach notification timelines.

Termination and Transition

Set termination for convenience and for cause, specify transition assistance, data return/secure deletion, and post-termination access rights.

Indemnity and Insurance

Allocate liability limits, specify required insurance types and minimum coverage, and include mutual indemnification where appropriate.

Essential information the agreement should record

Provider Legal Name: Full registered entity
Tax Identifier: EIN or SSN
NPI Number: If applicable for billing
Service Description: Concise deliverable summary
Effective Date: MM/DD/YYYY format
Authorized Signatories: Names and titles

Common legal risks and potential penalties

Tax Reporting: Backup withholding risk
HIPAA Violations: Civil fines, 45 CFR §164.502
Contract Breach: Damages and injunctive relief
Late Payments: Interest and collection fees
Unauthorized Signatory: Agreement voidability risk
Missing Notarization: Enforceability issues in certain states

Common pitfalls to avoid when preparing the agreement

  • Failing to attach a detailed scope exhibit often causes disputes over what services are included versus excluded and leads to scope creep and billing disagreements.
  • Not including a HIPAA business associate agreement when PHI is accessed or processed creates regulatory exposure and possible civil penalties under 45 CFR part 160–164.
  • Using vague fee language such as 'reasonable fees' without objective calculation or rate schedule increases the likelihood of billing disagreements and contract disputes.
  • Omitting transition assistance and data return obligations can leave the provider unable to resume services and create continuity-of-care risks following termination.

Where to send and how the signed agreement is routed

Routing depends on internal policies; document the final recipients and archival location to ensure auditability and operational handoff.

  • Internal Routing: Legal, finance, and compliance receive executed copies.
  • External Execution: Counterparty signs and returns via secure platform or courier.
  • Regulatory Filing: Retain records for audits and regulatory review.
  • Contract Repository: Store executed agreement in central document management.

How to configure an online completion workflow

Configure fields, authentication, and notifications to match your approval and audit requirements before sending for signature.

Form Field Configuration and Purpose Configuration
Automatic Field Detection (Magic Fields) Enable to prefill names and dates.
Conditional Field Logic and Visibility Show fields by role or answer.
Two-Factor Signer Authentication Use SMS or email code for identity.
Audit Trail Capture Settings Record IP, timestamp, and actions.

Digital signing, formats, and integration needs

Select a signing platform that supports required formats, audit trails, and integrations with your systems.

  • Supported Formats: PDF, DOCX, and HTML
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced methods

Ensure the platform can export immutable signed documents, provide an audit trail, and meet any industry compliance such as HIPAA or 21 CFR Part 11 when applicable.

Key deadlines and typical timeframes to track

Track effective dates, renewal windows, insurance deadlines, and retention start dates to remain compliant and avoid lapses.

Effective Date and Term:

Start date triggers obligations and renewal notices.

Renewal Notice Period:

Specify notice window for automatic renewal or termination.

Invoice Payment Terms:

Net 30, Net 45, or other agreed payment days.

Insurance Certificate Renewal:

Align insurance renewals with contract term dates.

Record Retention Start:

Retention period typically begins at creation or termination.

eSignature vendor comparison for executing this agreement

Compare common eSignature features and starting prices. signNow is listed first per comparison practices and vendor data.

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Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card required Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

FAQs and troubleshooting for common issues

Answers to frequent questions about completing, signing, and enforcing a Healthcare Management Services Agreement.


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