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Medical Services Contract

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MEDICAL SERVICES CONTRACT

This Medical Services Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at ("Client"), and Service Provider Name: with principal place of business at ("Provider").

Recitals

WHEREAS, Client requires professional medical services for its patients and desires to engage Provider to perform such services in accordance with the terms of this Agreement;

WHEREAS, Provider is duly licensed, qualified and capable of providing the medical services described in this Agreement and represents that it maintains all necessary licenses, credentials and insurance;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and payment of such services.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

1. Definitions

"Patient" means any individual for whom Provider renders medical care under this Agreement. "Services" means all medical, clinical, administrative and ancillary services described in Section 2. Additional defined terms are set forth where used.

2. Scope of Services

Provider shall perform the Services in accordance with applicable professional standards of care, the policies of Client where applicable and in compliance with all applicable laws and regulations governing medical practice.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless sooner terminated as provided herein. Either party may terminate for convenience upon providing written notice at least days prior to the effective date of termination.

Either party may terminate for material breach immediately upon written notice if the breach is not cured within thirty (30) days after receipt of notice, or immediately if the breach cannot be cured.

4. Compensation and Billing

Monthly Upon Service Other:

Payment is due within days of receipt of a properly documented invoice. All invoices shall include adequate documentation of Services rendered and applicable patient identifiers consistent with applicable law.

5. Records; Medical Records Ownership

Provider shall maintain complete and accurate patient medical records in accordance with applicable law. Unless otherwise agreed in writing, medical records and clinical documentation shall remain the property of the Provider while the Patient's legal medical record as required by law shall be accessible to Client subject to applicable privacy laws.

6. Confidentiality and Privacy

Each party shall maintain the confidentiality of patient information and all confidential business information of the other party. Provider shall comply with all applicable health information privacy laws in the performance of Services, including requirements to safeguard and limit access to protected health information.

7. Insurance; Indemnification

Provider shall maintain professional liability insurance, general liability and workers' compensation as required by law. Provider shall name Client as an additional insured where commercially reasonable. Provider shall indemnify, defend and hold harmless Client from and against any claims arising from Provider's negligent acts or omissions in the performance of Services, except to the extent such claims are the result of Client's gross negligence or willful misconduct.

8. Independent Contractor

Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Provider retains the exclusive right to control the manner and means by which the Services are performed, subject to the standards and policies set forth in this Agreement.

9. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement will not violate any other agreement to which it is a party, and that Provider holds all licenses, certifications and privileges necessary to perform the Services.

10. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim.

11. Compliance with Laws and Licensure

Provider shall at all times comply with applicable federal, state and local laws, regulations and professional standards, including licensure, credentialing and billing rules. Provider shall immediately notify Client of any suspension, revocation or limitation of Provider's license or participation in any public or private payer program.

12. Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in its entirety to an affiliate or successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization, provided the assignee assumes all obligations hereunder.

13. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight carrier, certified mail (return receipt requested) or other method providing proof of delivery.

14. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to mediation, and if mediation is unsuccessful, to binding arbitration conducted by a neutral arbitrator in accordance with the rules chosen by the parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

15. Governing Law

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

16. Entire Agreement

This Agreement, including any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement 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 best effectuates the original intent.

18. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

19. Survival

The provisions of this Agreement which by their nature are intended to survive termination or expiration, including but not limited to Sections 4 (Compensation and Billing), 5 (Records), 6 (Confidentiality), 7 (Insurance; Indemnification), 10 (Limitation of Liability), 15 (Governing Law) and 16 (Entire Agreement), shall survive any termination or expiration of this Agreement.

Client Printed Name:

By:

Date:

Provider Printed Name:

By:

Date:

Enter text✕

What a Medical Services Contract Is and When It Applies

A Medical Services Contract is a written agreement that defines the relationship between a healthcare provider and a payer, facility, independent contractor, or patient for the delivery of medical care, ancillary services, or administrative support. It typically sets out the scope of services, compensation, responsibilities, recordkeeping, confidentiality and compliance obligations, and dispute resolution. These agreements can cover clinical services, telehealth, practitioner staffing, billing arrangements, and third-party administration. Clear terms reduce billing disputes, support regulatory compliance, and establish how protected health information will be handled under applicable law.

Why a Clear Contract Matters for Medical Services

A well-drafted Medical Services Contract allocates clinical and financial risk, documents consent and payment terms, and supports enforcement. Electronic execution is generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, but exceptions and consumer-disclosure requirements apply for some healthcare and consumer-facing transactions.

Why a Clear Contract Matters for Medical Services

Who Typically Prepares and Signs These Contracts

Medical practices, health systems, and professional services firms commonly prepare these agreements; they are used across clinical and administrative workflows.

  • Hospitals and health systems — Contract teams and procurement departments manage provider affiliations, service scope, credentialing terms, and compliance with payer rules.
  • Independent practitioners and clinics — Practice owners use contracts to set fee schedules, referral arrangements, and liability allocations for outsourced services.
  • Billing and management companies — Third-party administrators sign data‑use, business associate, and fee-for-service agreements to perform claims and collections.

Each signer should confirm authority to bind the organization and include HIPAA Business Associate Addenda when PHI is exchanged.

Key Clauses to Include in a Professional Medical Services Contract

Six core areas define operational, financial and legal risk in a medical services arrangement; include precise language and cross-references to attachments or exhibits.

Scope of Services

Describe services in measurable detail, include deliverables, performance standards, site(s) of service, and any telehealth or remote limits to avoid scope dispute later.

Compensation

State payment method, rates, billing cycles, claims submission responsibilities, allowable adjustments, and timing for reimbursements or patient collections.

Term and Termination

Specify effective date, initial term, renewal mechanics, notice periods, cause/for convenience termination rights, and obligations surviving termination.

Confidentiality and HIPAA

Include HIPAA-compliant confidentiality language, Business Associate Agreement terms when PHI is exchanged, data security expectations, and breach notification procedures.

Liability and Indemnity

Allocate malpractice exposure, liability caps where appropriate, indemnity triggers, and insurance requirements including minimum policy limits and certificates.

Compliance and Audits

Require compliance with applicable laws, allow audit rights for billing and quality reviews, and identify consequences for regulatory violations.

Step-by-Step: Completing and Executing the Agreement

Follow these core steps to prepare, review and sign a Medical Services Contract accurately and securely.

  • 01
    Assemble Parties: Confirm legal names and signatory authority for each organization.
  • 02
    Draft Scope: Insert precise service descriptions, hours, and deliverables.
  • 03
    Set Financials: Define fees, billing frequency, and reimbursement rules.
  • 04
    Sign and Store: Execute signatures and retain the final signed copy with audit trail.

Where to Send and Store the Executed Contract

Route signed agreements to the appropriate operational and compliance stakeholders to close the loop on implementation and record retention.

  • Provider Records: Store signed contracts in the provider's contract repository for credentialing and billing reference.
  • Billing Office: Send executed agreement to billing to apply rates and claims logic.
  • Compliance Team: Provide copies to privacy/compliance for HIPAA oversight and audit readiness.
  • External Parties: Deliver final copies to payers or management vendors per contract routing rules.

Suggested Digital Workflow Settings for eExecution

Configure the electronic workflow to match the contract's signing order, authentication needs, and retention policy.

Field Configuration
Template Population Pre-fill patient and provider fields from secure directory or EHR export.
Authentication Use email plus SMS code or stronger methods for provider or payer signers.
Signature Order Require signature in role-based order: provider, clinic admin, payer representative.
Retention Setting Save signed PDF with audit trail and restricted access for compliance.

Technical Considerations for eSigning and eSubmission

Choose a platform that supports secure PDF signing, audit trails, and integrations with EHR and document storage systems.

  • File Formats: PDF, DOCX and form-based exports supported.
  • Integrations: Salesforce, Microsoft 365, NetSuite, Google Workspace available.
  • Authentication Options: Email, SMS, KBA, and SSO for higher assurance.

Ensure the chosen provider can provide a HIPAA Business Associate Agreement when PHI is involved and preserves an audit trail with timestamps, IP addresses, and signer attribution.

Typical Timeframes and Notice Periods to Include

Include clear dates and notice periods so operational teams can coordinate service starts, billing, renewals and termination.

Effective Date:

Date when contract rights and obligations begin; use MM/DD/YYYY format.

Service Start:

When clinical or administrative services actually commence; may differ from effective date.

Billing Cycle:

Monthly, 30-day, or milestone billing schedule for claims and invoices.

Termination Notice:

Typically 30–90 days for for‑convenience termination unless otherwise agreed.

Renewal Window:

Auto-renewal terms or renewal notice period required to avoid automatic extension.

Common Preparation Errors to Avoid

  • Using vague service descriptions that lead to scope disputes and unexpected billing disagreements later in the engagement.
  • Failing to attach HIPAA Business Associate Addenda when PHI will be exchanged, exposing parties to compliance risk and penalties.
  • Allowing unsigned exhibits or rate sheets to remain separate from the main agreement, creating enforceability gaps and reconciliation issues.
  • Missing or inconsistent signatory authority details, such as not listing titles or corporate authorization, which can delay enforcement.

Consequences of an Incorrect or Incomplete Contract

Breach Damages: Monetary liability for failed obligations.
Regulatory Fines: HIPAA penalties and enforcement exposure.
Payment Disputes: Unpaid claims and withheld reimbursements.
License Risk: Professional license review or disciplinary action.
Data Breach Costs: Notification, mitigation and potential litigation.
Contract Unenforceability: Invalid signatures or improper authority.

Security and Compliance Controls to Verify

Encryption in Transit: TLS 1.2/1.3
Encryption at Rest: AES-256
Regulatory Certifications: SOC 2 Type II
HIPAA Support: BAA available
FDA Compliance: 21 CFR Part 11 support
Accessibility: WCAG 2.0 Level AA

eSignature Pricing and Feature Snapshot for Medical Contracts

Compare base pricing and key capabilities relevant to executing Medical Services Contracts; signNow is listed first for side-by-side review.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes (premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Medical Services Contracts

Answers to common practical and legal questions when preparing, executing, and storing Medical Services Contracts.


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