Legal Radiology Agreement

LEGAL RADIOLOGY AGREEMENT

This Radiology Services Agreement (the "Agreement") is entered into as of by and between Provider Name: , a with its principal place of business at , and Client Name: , a with its principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing radiology interpretation services and has licensed radiologists and appropriate technical systems to interpret diagnostic images and prepare diagnostic reports; and

WHEREAS, Client operates a medical facility and desires to obtain radiology interpretation and reporting services for patients of Client in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider and Client wish to set forth their respective rights and obligations with respect to the provision, billing and quality standards of such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means interpretation of medical images, issuance of diagnostic reports, consultation with treating clinicians, quality assurance activities and such ancillary services as set forth in Schedule A or otherwise agreed in writing.

1.2 "Confidential Information" means all non‑public information disclosed by either party arising out of this Agreement, including patient data, business information, reports, and technical processes, whether oral, written or electronic.

1.3 "PHI" means protected health information as defined under applicable law concerning individually identifiable health information.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in this Section and in the Service Description. Provider shall interpret studies in a professional manner consistent with community standards and applicable licensure requirements.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the date first written above and shall continue for a period of unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any provision and fails to cure within such period. Termination shall not relieve either party of obligations incurred prior to termination.

3.3 Termination for Convenience. Client may terminate this Agreement for convenience upon sixty (60) days' prior written notice and payment for Services performed through the effective date of termination.

4. COMPENSATION; BILLING; PAYMENT

4.1 Fees. Client shall pay Provider fees in accordance with the Fee Schedule set forth below. Rates for Services are exclusive of taxes for which Client is responsible.

4.2 Invoicing and Payment Terms. Provider will submit invoices in arrears and Client shall pay undisputed amounts within days of invoice receipt. Disputed amounts shall be submitted in writing and the parties shall attempt prompt resolution.

5. TURNAROUND TIMES; PERFORMANCE STANDARDS

5.1 Provider shall use commercially reasonable efforts to meet the turnaround times set forth below. Timeframes represent target times; consistent failure to meet targets shall permit Client to require corrective action or termination as set forth herein.

6. PERSONNEL AND CREDENTIALING

6.1 Provider represents and warrants that all radiologists and other personnel performing Services are duly licensed, credentialed and qualified under applicable law and hold appropriate privileges where required.

6.2 Provider shall provide reasonably requested credentialing information to Client in support of privileging and quality assurance reviews.

7. CONFIDENTIALITY AND PATIENT DATA

7.1 Each party shall maintain Confidential Information in strict confidence and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but not less than reasonable care.

7.2 With respect to PHI, Provider shall implement and maintain administrative, technical and physical safeguards in accordance with applicable law and shall limit use and disclosure of PHI to the performance of Services under this Agreement.

8. MEDICAL RECORDS; RETENTION

8.1 Reports prepared by Provider shall become part of the patient's medical record and Client shall retain such records in accordance with applicable law. Provider shall retain diagnostic copies of reports and related quality assurance documentation for a period of .

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising from Provider's gross negligence or willful misconduct in the performance of Services.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider for claims arising from Client's negligent use of Provider reports, Client's failure to provide accurate patient information, or Client's breach of this Agreement.

10. INSURANCE

10.1 Provider shall maintain professional liability insurance covering radiology interpretation with minimum limits of and shall furnish certificates upon request.

11. LIMITATION OF LIABILITY

11.1 Except for liability arising from gross negligence or willful misconduct, the parties' aggregate liability to each other for any claim arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.

12. INDEPENDENT CONTRACTOR

12.1 Provider and its personnel are independent contractors and neither party shall be deemed an agent, partner, joint venturer or employee of the other. Provider shall be solely responsible for its personnel and subcontractors.

13. COMPLIANCE WITH LAWS

13.1 Each party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of this Agreement, including those governing patient privacy, recordkeeping and professional licensure.

14. AUDIT; QUALITY ASSURANCE

14.1 Client shall have the right to audit Provider's performance under this Agreement with reasonable prior notice. Provider shall cooperate with quality assurance reviews and provide non‑identifiable aggregate performance metrics unless otherwise required by law.

15. NOTICES

All notices required or permitted hereunder shall be given in writing to the addresses set forth below or to such other address as either party designates by written notice to the other.

16. AMENDMENT; WAIVER; COUNTERPARTS

16.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

16.2 This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

17.2 Entire Agreement. This Agreement, together with any schedules or attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

ADDITIONAL PROVISIONS

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