Legal EMG Agreement

LEGAL EMG AGREEMENT

This Legal EMG Agreement (the "Agreement") is made effective as of Month Day Year , by and between Client Name: , Entity Type: Individual Corporation LLC, Principal Place of Business: ; and Service Provider Name: , Entity Type: Individual Corporation LLC, Principal Place of Business: . Client and Service Provider are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Service Provider is engaged in the business of providing electromyography testing services, interpretation, reporting, and associated clinical consultation (the "EMG Services") and possesses the personnel, equipment, and expertise necessary to provide such services in accordance with accepted professional and regulatory standards;

WHEREAS, Client desires to engage Service Provider to perform EMG Services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services subject to those terms and conditions;

WHEREAS, the Parties desire to set forth in writing their respective rights and obligations with respect to the performance, payment, confidentiality, ownership of results, and other matters relating to the EMG Services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "EMG Services" means the diagnostic testing, interpretation, written reporting, consultative advice, and any associated technical or clinical services described in Section 2 and the applicable Statement of Work.

1.2 "Deliverables" means the written reports, diagnostic data, recordings, and any analytic outputs produced by Service Provider pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform EMG Services as described in the Statement of Work attached as Exhibit A and incorporated herein. The Parties may describe task-specific requirements here:

2.2 Service Provider shall perform EMG Services in accordance with applicable professional standards and within the timeframes agreed in writing by the Parties. Service Provider will ensure that personnel performing clinical interpretation are appropriately licensed and credentialed.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Month Day Year and shall continue until Month Day Year unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of notice describing the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in the applicable Statement of Work. Base fee per study or engagement: $.

4.2 Invoicing and Payment Terms. Service Provider shall invoice Client monthly (or as otherwise agreed) and Client shall pay all undisputed invoices within days of receipt. Late payments shall bear interest at the rate of 1.5% per month or the maximum permitted by law, whichever is less.

4.3 Taxes. All fees are exclusive of taxes, assessments, duties, or similar charges imposed by any governmental authority. Client shall be responsible for any taxes imposed on payments to Service Provider, except for taxes imposed on Service Provider's net income.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes patient data, clinical records, raw EMG traces, and results.

5.2 Obligations. Each Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) implement reasonable administrative, technical, and physical safeguards to protect Confidential Information.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) was rightfully known by the receiving Party without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of confidentiality obligations; or (d) is independently developed by the receiving Party without use of Confidential Information.

6. DATA PROTECTION AND PRIVACY

6.1 Compliance. Each Party shall comply with all applicable laws and regulations governing privacy and the protection of personal health information in connection with the performance of this Agreement.

6.2 Breach Notification. In the event of an unauthorized access, use, or disclosure of personal health information controlled by a Party, that Party shall notify the other Party promptly and cooperate in any required investigation and mitigation.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Service Provider retains all right, title, and interest in and to its preexisting methodologies, templates, algorithms, raw EMG traces, proprietary tools, and intellectual property rights used in providing the EMG Services. Client shall own the Deliverables created specifically for Client under this Agreement, subject to the license retained by Service Provider in its preexisting materials.

7.2 License. Service Provider grants Client a nonexclusive, nontransferable, royalty-free license to use the Deliverables solely for Client's internal clinical, administrative, and compliance purposes. Any other use requires Service Provider's prior written consent.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.

8.2 Service Provider Warranty. Service Provider warrants that EMG Services shall be performed in a professional and workmanlike manner in accordance with applicable standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Indemnification by Service Provider. Service Provider shall indemnify, defend, and hold harmless Client from and against any third-party claim, loss, liability, damage, or expense (including reasonable attorneys' fees) arising from Service Provider's gross negligence or willful misconduct in the provision of EMG Services.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Service Provider from and against any third-party claim, loss, liability, damage, or expense (including reasonable attorneys' fees) arising from Client's breach of this Agreement, misuse of the Deliverables, or violation of applicable laws in Client's use of the EMG Services.

10. LIMITATION OF LIABILITY

10.1 Except for liabilities arising from a party's gross negligence, willful misconduct, or indemnification obligations, in no event shall either Party be liable for incidental, consequential, special, exemplary, or punitive damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed $ or the total fees paid under this Agreement in the twelve (12) months preceding the event, whichever is less.

11. INSURANCE

Service Provider shall maintain professional liability insurance with limits not less than $ per claim and general liability insurance in commercially reasonable amounts while performing services hereunder. Upon request, Service Provider shall provide certificates of insurance to Client.

12. TERMINATION EFFECTS

Upon termination, Client shall pay Service Provider for all EMG Services performed through the effective date of termination and for reimbursable expenses incurred. Sections regarding Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

13. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties as set forth below. Notices shall be deemed delivered when received by hand, by nationally recognized overnight courier, by certified or registered mail (return receipt requested), or by email when receipt is acknowledged in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendment. No amendment, modification, or supplement to this Agreement shall be binding unless set forth in a written instrument signed by authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise.

14.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with any exhibits and Statements of Work attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

15.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16. MISCELLANEOUS

16.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

16.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the EMG Services provided that Service Provider remains responsible for the performance and compliance of such subcontractors with the terms of this Agreement.

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