Healthcare SCSA Draft

HEALTHCARE SHARED CLINICAL SERVICES AGREEMENT (SCSA) — DRAFT

Parties and Effective Date

This Shared Clinical Services Agreement (the Agreement) is made and entered into by and between:

Effective Date:

Recitals and Purpose

WHEREAS, the parties desire to cooperate in the provision, sharing, and coordinated delivery of certain clinical, administrative, and support services to improve quality, access, and efficiency; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Definitions

For purposes of this Agreement: "Services" means the clinical, diagnostic, administrative, and support services described in Section 4; "Protected Health Information" or "PHI" shall have the meaning given under applicable law and this Agreement; "Business Associate" means a party that accesses PHI on behalf of a Covered Entity.

Scope of Services

Service Locations:

Patient Information and Authorization (If Applicable)

The parties acknowledge that performance of certain Services may require access to patient-identifiable information. Where applicable, the following patient-specific authorization will be obtained and retained.

Date of Birth:    Gender:

Patient Data Categories (Select all that apply)

Demographic information    Clinical notes    Imaging / radiology    Laboratory results

Billing and claims data    Prescription records    Other:

HIPAA, Privacy and Data Security

Each party represents and warrants that it will comply with all applicable federal and state privacy laws, including the Health Insurance Portability and Accountability Act and regulations (collectively, HIPAA), when accessing, using, maintaining, or disclosing PHI. The parties acknowledge that the party receiving PHI may be a Business Associate and shall execute any required Business Associate Agreement or incorporate the obligations herein with respect to PHI confidentiality, use limitations, safeguards, breach notification, and minimum necessary standards.

Fees, Billing and Payment

Fees for Services:

Term, Renewal and Termination

Term: The initial term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated in accordance with this Agreement.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against claims, damages, losses, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Limitations of liability, caps, and exclusions shall be as set forth below.

Insurance

Each party shall maintain at its own expense insurance customary for its operations, including professional liability, general liability and cyber/privacy liability coverage in amounts sufficient to cover the risks arising under this Agreement. Evidence of insurance shall be provided upon request.

Audit Rights and Record Retention

Incident and Breach Notification

Each party shall notify the other without unreasonable delay upon discovery of any unauthorized use, disclosure, or breach of PHI or other sensitive information, and shall cooperate in mitigation, investigation, and required notifications to affected individuals and regulatory authorities.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflict of laws principles. The parties shall attempt to resolve disputes by good faith negotiation and, if unresolved, shall submit to binding arbitration or court proceedings as agreed below.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery.

Representations, Warranties and Certifications

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that its performance will comply with applicable laws and regulations, and that it will maintain appropriate professional licenses and insurances. Each party certifies that it will not use or disclose PHI except as permitted by this Agreement and the minimum necessary standard.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Amendments must be in writing and signed by authorized representatives of both parties.

Acknowledgement of HIPAA Obligations

By executing below, each party acknowledges its obligations to safeguard PHI, to limit uses and disclosures to those permitted by law and this Agreement, to report breaches, and to cooperate in any investigations or corrective actions.

HIPAA Acknowledgement: I acknowledge and certify that the entity signing below will comply with HIPAA obligations and applicable privacy and security standards.

Signatures

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