Healthcare Practice Management ESA

HEALTHCARE PRACTICE MANAGEMENT ENGAGEMENT SERVICES AGREEMENT (ESA)

This Engagement Services Agreement ("Agreement") is entered into between Client Name: and Service Provider Name: (collectively "Parties") and is effective as of Effective Date: .

RECITALS

WHEREAS Client is a healthcare provider operating the practice identified below and engages Provider to perform practice management and related services; and WHEREAS Provider represents that it has the expertise, qualifications and infrastructure to provide such services in compliance with applicable federal and state health information privacy laws;

PRACTICE IDENTIFICATION & REPRESENTATIVE

SERVICES & SCOPE

Provider shall perform practice management services as described in the attached Scope of Services and as further described below. Services may include revenue cycle management, claims submission and follow-up, patient billing and collections, credentialing, scheduling, payer enrollment, reporting, staffing support, and information technology support as agreed by the Parties ("Services").

Select the core service modules to be provided (initial selection): Revenue Cycle Management Patient Billing & Collections Credentialing IT Support / EHR Integration

TERM, RENEWAL & TERMINATION

Term: The initial term shall commence on the Effective Date and shall continue for Term Length (months): unless earlier terminated as set forth herein. Renewal: The Agreement shall automatically renew for successive terms of equal length unless a Party provides written notice of non-renewal at least Notice Period (days): days prior to the end of the then-current term.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure such breach within Cure Period (days): days after written notice. Termination for Convenience: Client may terminate for convenience upon Convenience Notice (days): days' prior written notice subject to termination fees set forth in Fees & Payment.

FEES, INVOICING AND PAYMENT

Fees: Client shall pay Provider fees in accordance with the Fee Schedule. The Parties agree the initial Monthly Fee: and, where applicable, percentage of net collections: .

Invoices: Provider will submit monthly invoices. Payment is due within Payment Terms (days): days of invoice. Late payments accrue interest at Interest Rate (per month): , and Client shall reimburse reasonable collection costs.

DATA SECURITY, PHI, HIPAA & COMPLIANCE

The Parties acknowledge that Provider will create, receive, maintain and transmit protected health information (PHI) in performing Services. Provider agrees to comply with all applicable federal and state privacy and security laws including requirements applicable to Business Associates. Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the size, scope and nature of the Services to protect PHI against unauthorized use, disclosure, alteration and destruction.

Business Associate Obligations: Provider will enter into required business associate documentation and will permit reasonable audits, provide access to records and cooperate with Client to respond to requests for access, amendment, accounting of disclosures and breach notifications. Provider will not use or disclose PHI except as permitted by this Agreement or as required by law.

CONFIDENTIALITY & DATA OWNERSHIP

Confidential Information: Each Party agrees to protect and not disclose the other Party's Confidential Information. Confidential Information includes non-public business information, PHI, trade secrets and other information designated as confidential. Exceptions include information independently developed, rightfully obtained from third parties without restriction, or required to be disclosed by law.

Data Ownership: Client retains ownership of PHI and all patient records. Provider is granted a limited, revocable license to access and use Client data solely to perform the Services and for transition assistance upon termination. Provider will, at Client's direction, return or destroy electronic PHI in a secure manner consistent with law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from its negligence, willful misconduct or breach of this Agreement. Provider's indemnity includes claims arising from Provider's failure to safeguard PHI or to comply with applicable privacy laws.

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither Party's aggregate liability for direct damages shall exceed the total fees paid by Client to Provider in the preceding twelve (12) months. Neither Party will be liable for consequential, incidental or punitive damages.

INSURANCE & RISK MANAGEMENT

Provider shall maintain professional liability, cyber liability and commercial general liability insurance in amounts customary for providers performing similar services and shall provide certificates of insurance upon Client request. Provider shall notify Client within 10 days of material changes to coverage.

AUDIT RIGHTS & RECORDS

Client may audit Provider's relevant records and controls reasonably necessary to verify Provider's compliance with this Agreement and applicable privacy and security obligations, subject to reasonable notice and confidentiality protections. Provider shall maintain records supporting billed services for a minimum of Record Retention Period (months):

TRANSITION ASSISTANCE

Upon termination or expiration, Provider shall provide reasonable transition assistance to transfer data and operations to Client or its designee. Transition assistance fees and timeline will be agreed in good faith and shall be reasonable and limited to actual costs incurred.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of Governing State: without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes by negotiation and, if unresolved, submit to binding arbitration in the agreed venue unless otherwise mutually agreed.

NOTICES

ONBOARDING PATIENT & INSURANCE INFORMATION (SAMPLE/Roster)

Client may provide a sample patient record or an initial roster for onboarding. Client represents it has the right to disclose any patient information provided to Provider for purposes of performing Services.

AUTHORIZATION, ACKNOWLEDGMENTS & EXPIRATION

Client hereby authorizes Provider to access and use Client's patient records and PHI as reasonably necessary to perform the Services. Client acknowledges that this authorization does not waive Client's obligations to comply with applicable privacy laws and that Provider's access is limited to the minimum necessary for the Services.

REPRESENTATIONS & WARRANTIES

Each Party represents and warrants that it has the authority to enter into this Agreement, that it will comply with applicable laws and regulations, and that any information provided to the other Party is accurate and complete to the best of its knowledge.

MISCELLANEOUS

Entire Agreement: This Agreement, including any Scope of Services or Fee Schedule executed by the Parties, constitutes the entire agreement and supersedes prior discussions. Amendments must be in writing signed by authorized representatives of both Parties. Assignment: Neither Party may assign this Agreement without the other's prior written consent, except to an acquirer of substantially all assets or equity.

By signing below, each Party certifies that the signatory is authorized to bind the Party and that the information provided in this Agreement is true and accurate. The Parties agree to be bound by the terms and conditions set forth herein.

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