Legal HMA Agreement

LEGAL HMA AGREEMENT

This Healthcare Management Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , an Entity Type: with principal place of business at Provider Address: (hereinafter "Provider"), and Manager Name: , an Entity Type: with principal place of business at Manager Address: (hereinafter "Manager"). Provider and Manager are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider owns and operates the healthcare facility identified above and desires to retain Manager to provide certain management, administrative and operational services to improve the quality, efficiency and financial performance of Provider's healthcare operations; and

WHEREAS, Manager represents that it has the experience, personnel and systems necessary to perform the management services described in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the management, administrative, clinical support and operational services to be provided by Manager as set forth in Section 2 and in any Statement of Work executed by the Parties. "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential.

2. SCOPE OF SERVICES

2.1 Manager shall provide the Services described in the attached Schedule A and such additional services as the Parties may agree in writing. Core services shall include: (a) operational management and supervision of facility operations; (b) recruiting, hiring and management of personnel as agreed; (c) billing, collections and revenue cycle oversight; (d) procurement and inventory management; (e) quality assurance and performance improvement activities; and (f) preparation of regular financial and operational reports to Provider.

2.2 Manager shall perform Services in a professional manner consistent with industry standards and in compliance with all applicable federal, state and local laws and regulations governing healthcare operations and patient privacy.

3. TERM; RENEWAL; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Initial Term (months): unless earlier terminated in accordance with this Agreement. This Agreement shall automatically renew for successive Renewal Term (months): periods unless either Party provides written notice of non-renewal at least Notice Period (days): days prior to the expiration of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within Cure Period (days): days after receipt of written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or in equity.

3.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon Convenience Notice (days): days' prior written notice to the other Party. Early termination fees, if any, are described in Section 4.

4. COMPENSATION; PAYMENT

4.1 Fees. Provider shall pay Manager the fees set forth in Schedule B. Fees shall be computed and invoiced in accordance with the methodology described in Schedule B and shall be due Net Payment Days: days from the date of invoice.

4.2 Expenses. Provider shall reimburse Manager for reasonable out-of-pocket expenses incurred in connection with the Services, provided that Manager obtains Provider's prior written approval for any single expense exceeding Expense Approval Threshold: dollars.

5. RECORDS AND AUDIT RIGHTS

5.1 Books and Records. Manager shall maintain complete and accurate books, records and supporting documents relating to the performance of Services and the calculation of fees for a period of at least Record Retention Period (years): years following the date of creation.

5.2 Audit. Provider or its authorized representative shall have the right, upon reasonable notice and during normal business hours, to inspect and audit such books and records to verify invoices and compliance with this Agreement. Any such audit shall be conducted no more frequently than once per Contract Year: unless a material discrepancy is discovered.

6. PRIVACY; COMPLIANCE WITH LAW

6.1 Compliance. Each Party shall comply with all applicable federal, state and local laws, rules and regulations governing healthcare services, billing and patient privacy and confidentiality. Manager shall implement administrative, physical and technical safeguards to protect patient data consistent with industry standards.

6.2 Patient Privacy. Manager shall not use or disclose Protected Information except as permitted by this Agreement or required by law. Manager shall promptly notify Provider of any unauthorized access, use or disclosure of Protected Information and shall cooperate in Provider's response and mitigation efforts.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations. Each Party shall hold the other Party's Confidential Information in strict confidence and shall not disclose such information to any third party except as necessary to perform its obligations hereunder or as required by law. The obligations in this Section shall survive termination of this Agreement for Survival Period (years): years.

8. INDEMNIFICATION

8.1 Indemnification by Manager. Manager shall indemnify, defend and hold harmless Provider, its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Manager's gross negligence, willful misconduct or material breach of this Agreement.

8.2 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Manager from claims arising out of Provider's negligence, willful misconduct or material breach, including claims relating to the operation of the facility not within Manager's delegated authority.

9. INSURANCE

9.1 Insurance Requirements. During the term, Manager shall maintain commercial general liability, professional liability, workers' compensation and such other insurance as is customary for similarly situated healthcare managers. Manager shall provide certificates of insurance upon Provider's request and shall name Provider as an additional insured as reasonably required.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED Liability Cap Amount: .

11. TRANSITION SERVICES

Upon termination or expiration, Manager shall provide reasonable transition services to assist Provider or a successor in assuming operations, including transfer of records and employee information. Transition compensation and timing shall be agreed in writing and, absent agreement, Provider shall pay Manager at Manager's then-current rates for up to Transition Period (days): days.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, recognized overnight courier or certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section.

13. MISCELLANEOUS

13.1 Independent Contractor. Manager is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship.

13.2 Assignment; Subcontracting. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assigning Party remains liable for its obligations. Manager may subcontract portions of the Services with Provider's prior written consent, which shall not be unreasonably withheld.

13.3 Amendments; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

13.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to choice of law principles.

13.6 Entire Agreement. This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

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