Healthcare MSA Template

HEALTHCARE MASTER SERVICES AGREEMENT (MSA)

This Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: whose principal place of business is: and Client: whose principal place of business is:

1. Definitions

For purposes of this Agreement: "Services" means the clinical, administrative, technology and related services described in Schedule A; "Protected Health Information" or "PHI" means individually identifiable health information regulated under applicable privacy laws; "Business Associate" has the meaning given under applicable privacy law.

2. Scope of Services

Service Provider will perform the Services described in Schedule A in accordance with accepted professional standards. Services shall include the delivery, documentation, and reporting obligations set forth in Schedule A and any executed Statements of Work (SOW).

3. Term; Renewal; Termination

The initial term shall commence on the Effective Date and continue for Term Length (months): unless earlier terminated in accordance with this Agreement. Either party may terminate for material breach that is not cured within Cure Period (days): or for convenience upon Notice Period (days): .

4. Fees, Billing and Payment

Client shall pay Service Provider for Services at the rates set forth in Schedule B. Invoices shall be issued monthly unless otherwise agreed. Payment is due Net (days): days from invoice date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. Patient Information; Records; Documentation

Client will provide patient records and required patient data elements as set forth in Schedule C. Service Provider shall document Services in the patient record and shall maintain records in accordance with applicable law. Access to records by Client and regulatory authorities shall be provided in accordance with Section 11 (Audit Rights).

Patient Full Name:    Date of Birth:

6. HIPAA, Privacy and Business Associate Obligations

The parties acknowledge that Service Provider may create, receive, maintain or transmit PHI in the course of performing Services. Service Provider agrees to comply with all applicable privacy and security laws. If applicable, the parties will execute a Business Associate Agreement that incorporates the applicable privacy and breach notification obligations. Breach notification shall be provided to the other party without unreasonable delay and in no event later than Breach Notice Period (days): .

7. Confidentiality and Data Security

Each party shall hold confidential all Confidential Information of the other and shall implement administrative, physical and technical safeguards appropriate to the nature of the information. Confidential Information includes PHI, business strategies, pricing, patient lists, and other non-public information. Security incidents shall be reported promptly and remediated.

8. Indemnification; Insurance Requirements

Each party agrees to indemnify, defend and hold harmless the other from claims arising from its acts or omissions. Service Provider shall maintain professional liability insurance and commercial general liability with minimum limits set forth in Schedule D and shall provide certificates of insurance upon request.

9. Representations; Warranties; Limitations

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner consistent with applicable standards. EXCEPT AS EXPRESSLY PROVIDED, NO OTHER WARRANTIES ARE MADE; LIABILITY SHALL BE LIMITED AS SET FORTH IN THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Audit Rights; Access; Record Retention

Client and authorized auditors shall have reasonable access to records pertaining to Services and charges for the period of records retention required by law. Service Provider shall retain records as required by law and shall cooperate with audits and inspections.

11. Change Orders; Statements of Work

Changes to Services or Fees shall be documented by written Change Order or an executed SOW which shall reference this Agreement and be effective when signed by authorized representatives of both parties.

12. Notices

All notices must be in writing and sent to the notice addresses below. Notices are effective upon receipt.

13. Dispute Resolution; Governing Law

The parties will attempt to resolve disputes in good faith. If unresolved, disputes shall be resolved through arbitration or litigation pursuant to the governing law specified here: Governing Law State:

14. Miscellaneous

This Agreement, together with its Schedules and executed SOWs, constitutes the entire agreement between the parties and supersedes prior agreements. Assignment is prohibited without prior written consent except to an affiliated entity or successor by merger or sale of substantially all assets.

Acknowledgments

Each party represents and warrants that the person signing below is duly authorized to execute this Agreement. The parties acknowledge their obligations regarding patient privacy, record retention, and reporting obligations under applicable law.

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