Healthcare Sub-contract Agreement

HEALTHCARE SUB-CONTRACT AGREEMENT

Parties and Effective Date

This Healthcare Sub-contract Agreement (the Agreement) is entered into on this day of , by and between:

Recitals and Purpose

WHEREAS, Primary Contractor is engaged in the business of providing healthcare services and holds ultimate responsibility for patient care, billing, and regulatory compliance; and WHEREAS, Subcontractor represents that it is duly licensed or credentialed to perform the services described below and agrees to perform such services on the terms and conditions set forth herein.

Scope of Services

Subcontractor shall perform the following services for Primary Contractor in accordance with applicable laws, standard professional practice, and the terms of this Agreement:

Subcontractor shall maintain professional standards, follow Primary Contractor's policies when providing services to Primary Contractor's patients, and coordinate with Primary Contractor for scheduling, documentation, and reporting of clinical incidents.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause where the other party materially breaches this Agreement and fails to cure within days after written notice.

Compensation and Billing

Primary Contractor shall compensate Subcontractor as follows. Subcontractor shall submit itemized invoices describing dates of service, patient identifiers as required by Primary Contractor, CPT/HCPCS codes where applicable, and supporting documentation.

Licensure, Credentials and Background Checks

Subcontractor warrants and represents that it possesses and will maintain all professional licenses, certifications, credentials, registrations, and privileges required to perform the Scope of Services. Subcontractor shall provide copies of such credentials and any adverse actions or restrictions to Primary Contractor upon request.

Insurance and Indemnification

Subcontractor shall maintain, at its sole cost, professional liability insurance, general liability insurance, and workers' compensation as required by law and proof of insurance shall be provided to Primary Contractor prior to commencement of services.

Subcontractor shall defend, indemnify, and hold harmless Primary Contractor and its officers, employees, and agents from any claims, liabilities, losses, or expenses, including reasonable attorneys' fees, arising out of Subcontractor's negligent acts, omissions, or breach of this Agreement, except to the extent caused by Primary Contractor's gross negligence or willful misconduct.

Confidentiality and HIPAA Compliance

Subcontractor acknowledges that it may receive Protected Health Information (PHI) in providing services. Subcontractor agrees to comply with all applicable federal and state privacy laws, including requirements for safeguarding PHI, limiting uses and disclosures to the minimum necessary, reporting breaches, and executing any Business Associate Agreement required by Primary Contractor.

Records, Audit and Quality Assurance

Subcontractor shall maintain complete and contemporaneous clinical records and shall permit Primary Contractor, and its authorized representatives, to inspect, audit, and copy records and supporting documentation during normal business hours for the purpose of verifying compliance and payment accuracy. Records shall be retained for a period of years unless a longer period is required by law.

Breach, Reporting and Corrective Action

Subcontractor shall promptly report to Primary Contractor any patient safety incidents, adverse events, or breaches of PHI. Primary Contractor may require corrective action plans, monitoring, suspension of privileges, or termination where patient safety or regulatory compliance is implicated.

Miscellaneous Provisions

Relationship of the parties: Subcontractor is an independent contractor and not an employee, agent, or joint venturer of Primary Contractor. Subcontractor is responsible for all taxes and benefits for its personnel. Subcontractor shall not represent itself as an employee of Primary Contractor.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Primary Contractor may assign to an affiliate or successor in interest.

Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of the state of . Parties shall attempt mediation prior to initiating litigation, and exclusive venue for disputes shall be the competent courts located in that state unless otherwise agreed in writing.

Representations and Certifications

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the individual signing on behalf of each party is authorized to bind that party. Subcontractor certifies that there are no outstanding criminal actions, exclusions from federal healthcare programs, or unresolved disciplinary actions that would adversely affect its ability to perform services.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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