Healthcare MSA Service Agreement

HEALTHCARE MSA SERVICE AGREEMENT

This Master Services Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

Parties

Recitals

WHEREAS, Service Provider delivers certain services and technology to support clinical, administrative, or data-processing functions for healthcare entities; and

WHEREAS, Client desires to engage Service Provider and Service Provider agrees to provide such services pursuant to the terms of this Agreement and the Statement(s) of Work incorporated herein.

Definitions

For purposes of this Agreement, "Protected Health Information" or "PHI" shall have the meaning set forth in the Health Insurance Portability and Accountability Act and regulations promulgated thereunder, and includes any individually identifiable health information created, received, maintained or transmitted by or on behalf of Client in connection with the Services.

Scope of Services

Service Provider shall perform the services described in the Statement(s) of Work incorporated by reference. Statement(s) of Work referenced below:

Term and Renewal

The initial term of this Agreement shall be months from the Effective Date and shall automatically renew for successive periods of months unless either party gives written notice of non-renewal at least days prior to the then-current term expiration.

Fees, Invoicing and Payment

Invoices are due and payable within days of invoice. Late payments shall accrue interest at on outstanding balances or the maximum allowed by law, whichever is less.

Confidentiality and HIPAA Compliance

Each party shall maintain the confidentiality of confidential information disclosed by the other party. In the event Service Provider receives, creates, maintains, or transmits PHI in the performance of Services, the parties shall execute a Business Associate Agreement incorporated into this Agreement. Service Provider shall implement administrative, physical and technical safeguards consistent with applicable law to protect PHI, and shall not use or disclose PHI except as permitted by this Agreement or required by law.

Service Provider shall report any unauthorized use or disclosure of PHI to Client without unreasonable delay and, in any event, within days of discovery, providing all information required by law and reasonable assistance in investigation and mitigation.

Data Security and Access Controls

Service Provider shall maintain and document technical and organizational measures to protect electronic PHI, including encryption of PHI at rest and in transit where feasible, user authentication, role-based access controls, routinely applied security patches, and reasonable logging and monitoring. Service Provider shall restrict access to PHI to personnel with a legitimate need and shall require workforce members to enter into confidentiality obligations consistent with this Agreement.

Records, Audit and Retention

Service Provider shall retain records related to the Services, invoices, and PHI only for the period necessary to satisfy legal and contractual obligations and for no less than years unless otherwise required by law. Client reserves the right to audit Service Provider's compliance with the terms of this Agreement, including security and privacy safeguards, upon reasonable prior written notice and during regular business hours.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from the indemnitee's gross negligence, willful misconduct, or breach of this Agreement. Service Provider shall maintain professional liability, cyber liability, and commercial general liability insurance with limits sufficient to cover its obligations but in no event less than the amounts set forth below unless otherwise agreed.

Termination

This Agreement may be terminated: (a) by either party for material breach if such breach remains uncured for a period of days after written notice; (b) by either party for insolvency or bankruptcy; or (c) by mutual written agreement. Upon termination, Service Provider shall, at Client's direction, return or securely destroy PHI and other confidential information and certify such destruction in writing.

Limitation of Liability

Except for breaches of confidentiality, indemnity obligations, willful misconduct, or violations of applicable law, neither party shall be liable to the other for special, incidental, consequential, punitive, or exemplary damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable to Service Provider under the applicable Statement of Work in the twelve (12) months preceding the claim.

Compliance with Laws

Each party shall comply with all applicable federal, state and local laws, rules and regulations, including those governing the privacy and security of health information. Service Provider represents that it will not knowingly employ any individual debarred or excluded from federal healthcare programs to perform Services under this Agreement.

Notices

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

Miscellaneous

This Agreement, together with all incorporated Statement(s) of Work and the Business Associate Agreement (if applicable), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

Governing law shall be the laws of the State of , without regard to conflict of laws principles.

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