Healthcare Medical Advisor Agreement

HEALTHCARE MEDICAL ADVISOR AGREEMENT

This Medical Advisor Agreement (the Agreement) is entered into on by and between the Organization identified below and the medical advisor identified below. The parties agree as follows:

Parties

Recitals and Purpose

The Organization desires to engage the Advisor to provide medical advisory, clinical consultation, peer review, and related professional services as described in this Agreement. The Advisor represents that they hold all licenses, credentials, and malpractice insurance required to perform the Services and will perform them in accordance with applicable standards of care.

Scope of Services

Services may include review of patient charts, participation in utilization review, clinical protocol development, case consultation, and attendance at committee meetings as may be reasonably requested by Organization consistent with the Advisor's specialty.

Term; Authorization Period

Term Commencement Date:    Term Expiration Date:

Compensation and Expenses

Compensation Rate (per hour or per engagement):    Payment Terms:

Advisor shall submit itemized invoices documenting dates, services provided, and time expended. Organization shall pay properly submitted invoices pursuant to the Payment Terms above. Organization will reimburse preapproved travel and out-of-pocket expenses upon receipt of substantiating documentation.

Licensure; Standards of Care; Credentials

Advisor warrants that all professional licenses and certifications required to perform the Services are current and will be maintained throughout the Term. Advisor will perform services in accordance with generally accepted professional standards and applicable law. Advisor agrees to promptly notify Organization in writing of any disciplinary proceeding, license suspension, or malpractice claim.

Confidentiality; HIPAA and Privacy Compliance

Advisor will maintain the confidentiality of all patient information and other confidential information received from the Organization. Advisor agrees to comply with all applicable privacy and security laws and regulations, including requirements for protected health information. Advisor will use PHI only as permitted by the Organization and will implement administrative, physical, and technical safeguards required to protect PHI.

Advisor acknowledges the Organization's policies regarding use and disclosure of PHI and agrees to execute any additional business associate agreements, affidavits, or attestations reasonably requested by the Organization to memorialize HIPAA obligations.

Advisor acknowledges and agrees to comply with all applicable privacy and security requirements for protected health information and to be bound by terms of any separate business associate agreement.

Independent Contractor; No Employment Relationship

Advisor is an independent contractor and not an employee, agent, or partner of Organization. Advisor is solely responsible for federal, state, and local taxes, worker benefits, and other obligations arising from the performance of Services.

Insurance

Advisor shall maintain professional liability insurance in amounts satisfactory to Organization and provide certificate(s) of insurance upon request.

Indemnification

Advisor shall indemnify, defend, and hold harmless Organization and its officers, directors, employees, and agents from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the negligent acts, omissions, or willful misconduct of Advisor in connection with performance of the Services. Organization shall indemnify Advisor for claims arising solely from Organization's gross negligence or willful misconduct.

Conflict of Interest; Non-Solicitation

Advisor represents that, to the best of Advisor's knowledge, no conflict of interest exists that would materially impair Advisor's ability to perform the Services. Advisor will promptly disclose any actual or potential conflict to Organization in writing.

During the Term and for 12 months following termination, Advisor will not solicit or hire Organization's employees or otherwise induce termination of employment of Organization's providers, except with Organization's prior written consent.

Records, Audit and Access

Advisor agrees to maintain accurate records of services performed and to permit Organization or its authorized designee to inspect such records upon reasonable notice. Advisor shall cooperate with reasonable audits related to billing, compliance, and quality assurance.

Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the parties at the addresses provided above or at such other address as either party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Any dispute arising under or relating to this Agreement shall be resolved through good faith negotiation between the parties; if unresolved, disputes shall be submitted to binding arbitration in accordance with the rules mutually agreed upon by the parties.

Amendment; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. Any amendment or modification must be in writing and signed by both parties.

Designated Patient Representative (Optional)

Where Advisor will be provided access to individual patient records for consultative services, parties may identify the designated patient(s) or representative(s) below. Providing this information is optional and should be completed only if specific patient access is required under this Agreement.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver. Assignment: Neither party may assign this Agreement without the other's prior written consent, except that Organization may assign to an affiliated entity.

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