Healthcare Quality Agreement

HEALTHCARE QUALITY AGREEMENT

This Healthcare Quality Agreement ("Agreement") is entered into by and between:

Effective Date:

1. Definitions

For purposes of this Agreement the following definitions apply: "Confidential Information" means non-public information exchanged under this Agreement; "Protected Health Information" or "PHI" has the meaning set forth in the Standards for Privacy of Individually Identifiable Health Information; "Quality Metrics" means the performance measures, thresholds, and methodologies identified in Section 3; "Corrective Action Plan" or "CAP" means a written plan to remediate identified quality deficiencies.

2. Scope and Responsibilities

Party A shall: maintain written policies and procedures to support the Quality Metrics; collect and report data in accordance with the reporting schedule; ensure staff training necessary to meet the Quality Metrics; and permit audits as set forth herein. Party B shall: provide timely access to data and records as reasonably required to validate performance; cooperate in investigations of adverse events; and implement agreed-upon CAPs.

3. Quality Metrics, Measurement and Reporting

The Quality Metrics to be measured under this Agreement are described in the schedule attached hereto and incorporated by reference. Reporting frequency: . Measurement period start: measurement period end: .

Reported data shall be certified by an authorized representative of the reporting party and include methodology, denominators and numerators for each metric. Material changes to measurement methodology require mutual written agreement.

4. Data Privacy, Security and PHI

Both parties represent and warrant that they will comply with all applicable federal and state privacy and security laws, including but not limited to obligations applicable to PHI. Data sharing shall be limited to the minimum necessary to accomplish the purposes set forth herein. De-identified data shall be handled consistent with recognized de‑identification standards. In the event of an actual or suspected data breach affecting PHI or Confidential Information, the notified party shall: notify the other party within hours of discovery and cooperate in breach response and notification obligations.

5. Audit, Inspection and Record Access

Each party shall, upon reasonable notice and during normal business hours, permit the other party or its designee to audit, inspect, and copy records and systems reasonably necessary to verify compliance with this Agreement, consistent with applicable privacy laws. Audit scope, frequency and advance notice requirements:

6. Corrective Action

Where performance fails to meet agreed thresholds, the responsible party shall develop a CAP within days of written notice. The CAP shall include root cause analysis, corrective steps, timelines, responsible persons and measurable indicators of success. Failure to implement a CAP may be treated as a material breach subject to termination or other remedies.

7. Performance Remedies and Incentives

Remedies for failure to meet Quality Metrics may include repayment, withholding of incentives, requirement to extend monitoring, or termination for cause. Any incentive or penalty structure must be set forth in a written schedule signed by authorized representatives of both parties.

8. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed during any twelve (12) month period.

9. Term, Renewal and Termination

Term: This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated. Either party may terminate for material breach if such breach remains uncured after days' written notice. Termination for convenience:

10. Insurance

Each party shall maintain insurance coverage appropriate to its activities under this Agreement, including professional liability and cyber liability. Minimum limits:

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of: . The parties shall attempt in good faith to resolve disputes through negotiation and, if unresolved, submit disputes to mediation prior to initiating litigation unless injunctive relief is necessary.

12. Notices

Notices under this Agreement shall be delivered to the addresses listed above for each party or to such other address as a party designates in writing. Primary contact for quality issues at Party A:

Primary contact for quality issues at Party B:

13. HIPAA and Privacy Acknowledgment

By executing this Agreement, each party represents that it has policies and safeguards in place to comply with applicable privacy and security laws. Party A acknowledges that PHI provided to Party B will be used only for purposes consistent with this Agreement and applicable law.

HIPAA Compliance Acknowledgment: I acknowledge that the party agrees to comply with applicable privacy and security requirements.

14. Representative Patient Information (If Applicable)

Where quality investigations require reference to a specific patient record, the parties may identify a representative patient for follow-up and record validation. Provision of patient information shall be subject to applicable privacy laws and any necessary authorizations.

15. Insurance and Clinical Summary (Representative Patient)

16. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. Amendments must be in writing and signed by authorized representatives. If any provision is held unenforceable, the remaining provisions shall remain in effect.

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