Can this agreement be e‑signed?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted. Ensure intent, consent, attribution, and record retention are documented to meet legal validity.

Is HIPAA compliance required?

If the agreement involves exchanging protected health information, include a Business Associate Agreement and follow HIPAA rules; HIPAA retention and safeguards apply (45 CFR §164.530(j)).

Who must sign the contract?

An authorized representative with corporate or organizational authority must sign. Verify signing authority and capture title, printed name, and date to avoid later disputes over authority.

When is notarization necessary?

Commercial service agreements rarely require notarization. Confirm with local counsel if state law or a specific counterparty requires notarization for enforceability or recordation.

How do I correct an executed agreement?

Execute an amendment or replacement agreement signed by all parties. Do not alter executed copies; use an agreed amendment to preserve chain of custody and audit trails.

How long should I keep records?

Retain executed agreements per federal and industry rules: generally at least 3 years for tax records (IRC §6501(a)) and 6 years for HIPAA‑related documents (45 CFR §164.530(j)); state rules may require longer retention.

Electronic Signature
Templates
Legal
Professional Medical Services Agreement

Professional Medical Services Agreement

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PROFESSIONAL MEDICAL SERVICES AGREEMENT

This Professional Medical Services Agreement ("Agreement") is entered into as of Effective Date: , by and between Provider Name: , with principal place of business at ("Provider"), and Facility/Entity Name: , with principal place of business at ("Facility"). Provider and Facility are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Facility operates a medical practice and requires the services of licensed medical professionals to provide clinical care to patients and related duties; and

WHEREAS, Provider represents that Provider holds current, unrestricted licensure, certifications and insurance required to perform the professional services described below and is willing to provide such services as an independent contractor under the terms set forth herein; and

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

1. ENGAGEMENT AND SCOPE OF SERVICES

1.1 Engagement. Facility hereby engages Provider, and Provider accepts such engagement, to provide the professional medical services described in Section 1.2 and Exhibit A (if any), subject to the terms and conditions of this Agreement. Provider shall perform services in a timely and professional manner consistent with applicable standards of care.

Description of Services

1.3 Performance Standards. Provider shall perform services in accordance with all applicable federal, state and local laws, regulations and professional standards. Provider shall maintain all licenses and certifications necessary for the performance of the services and shall notify Facility immediately of any restriction, suspension or revocation of such credentials.

2. TERM AND TERMINATION

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

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach.

2.3 Termination Without Cause. Either Party may terminate this Agreement without cause by providing sixty (60) days' prior written notice to the other Party.

3. COMPENSATION; BILLING; RECORDS

3.1 Compensation. Facility shall pay Provider compensation as set forth below. Fee Structure/Rate: . Specific rates for procedures, calls, or on-call services shall be set forth in Exhibit B or as otherwise agreed in writing.

Billing Address for Invoices

3.2 Payment Terms. Facility shall pay correctly submitted invoices within days of receipt. Disputed amounts shall be handled in good faith and non-disputed amounts shall be paid on schedule.

3.3 Records and Audit. Provider shall maintain adequate records relating to services and charges for a period of not less than four (4) years. Facility shall have the right, upon reasonable notice and during normal business hours, to audit Provider's records to verify charges and compliance. Any overpayments discovered shall be promptly repaid by Provider; any underpayments shall be promptly paid by Facility.

4. PROFESSIONAL STANDARDS AND LICENSURE

4.1 Licensure. Provider represents and warrants that Provider holds and will maintain all professional licenses, certifications, registrations and privileges required by applicable law and by Facility for the performance of services. Provider shall provide copies of current credentials upon request.

Provider Licensure and DEA (if applicable)

5. CONFIDENTIALITY AND PATIENT INFORMATION

5.1 Confidential Information. Provider acknowledges that during performance Provider may have access to confidential business, operational and patient information. Provider shall maintain the confidentiality of such information and shall not disclose it except as required by law or as reasonably necessary to perform services. Provider shall implement and maintain safeguards to protect patient information and comply with all laws governing privacy and security of health information.

5.2 Medical Records. All medical records and clinical documentation created in the course of rendering services shall be the property of Facility, subject to applicable law. Provider shall cooperate in good faith with Facility's policies regarding recordkeeping, release of information and record retention.

6. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing contained herein shall be construed to create an employer-employee relationship, joint venture, or partnership. Provider shall be solely responsible for all taxes, withholding, benefits, and other obligations arising from Provider's performance under this Agreement.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's negligent acts, omissions, willful misconduct or breach of this Agreement, except to the extent such claims arise from the indemnified Party's negligence or willful misconduct.

8. INSURANCE

Provider shall maintain and carry, at Provider's expense, professional liability insurance in amounts customary for the specialty and reasonably acceptable to Facility. Provider shall, upon request, provide certificates evidencing such insurance and shall provide notice to Facility of any material change or cancellation.

Insurance Carrier and Policy Number

9. TERMINATION OBLIGATIONS

Upon termination or expiration, Provider shall (a) cease performance of services, (b) return all Facility property and confidential information, and (c) cooperate with Facility to ensure an orderly transition of patient care. Provider shall complete all in-progress patient matters in a manner that does not disrupt patient care.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses below or such other address as the Party designates in writing.

Provider Notice Address Facility Notice Address

11. MISCELLANEOUS PROVISIONS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State identified for governing_law: , without regard to its conflicts of law principles.

11.2 Entire Agreement. This Agreement, together with any exhibits and schedules expressly incorporated herein, 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.

11.3 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 be affected or impaired.

11.4 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

11.5 Waiver. Failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

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

12. ADDITIONAL ADMINISTRATIVE INFORMATION

Provider Tax Identification Number or SSN Facility Tax Identification Number

ACKNOWLEDGMENTS

Each person signing below represents and warrants that such person has the authority to enter into this Agreement on behalf of the Party for whom that person signs, and that the information provided herein is true and accurate.

Provider:

By:

Date:

Facility:

By:

Date:

What the Professional Medical Services Agreement Is

A Professional Medical Services Agreement is a written contract that defines the relationship between a medical professional or group and a contracting party for clinical services, administrative support, or professional consulting. It specifies services to be provided, performance standards, compensation and billing terms, credentialing and licensing requirements, insurance and indemnity obligations, confidentiality and HIPAA protections, term and termination rights, and dispute resolution procedures. The agreement serves as the primary legal record of rights and duties, and it frames regulatory compliance responsibilities for healthcare, billing, and patient data handling.

Why a Clear Agreement Matters

A well‑drafted Professional Medical Services Agreement reduces ambiguity about clinical scope, payment, and liability, supports regulatory compliance (including HIPAA), and helps avoid disputes over billing, quality, or termination by setting clear expectations and remedies.

Who Typically Prepares or Signs This Agreement

Typical parties include independent physicians, physician groups, medical practices, hospitals, managed care organizations, and professional services firms that provide clinical or administrative services.

Independent physicians and contractors who bill under their own NPI for professional services.
Medical groups or practices contracting to provide on‑site or telehealth coverage.
Healthcare organizations (hospitals, clinics) engaging outside clinicians or vendors.

Each signer should confirm authority to bind the organization and ensure required credentials and insurance certificates are attached before execution.

Representative Signatories and Roles

Practice Administrator

Typically reviews operational clauses, billing and payment terms, credentialing timelines, and ensures that business associate agreements or HIPAA addenda are attached and properly executed.

Physician / Contractor

Signs to accept scope, compensation, work schedule, indemnity and insurance obligations; verifies NPI, license numbers, and any restrictive covenants or non‑compete provisions.

Core Clauses Found in a Professional Medical Services Agreement

These provisions form the contractual backbone and address operational, financial, regulatory, and legal risk for both clinical providers and contracting entities.

Scope of Services

Defines specific clinical duties, hours, patient population, telehealth limitations, and performance standards so parties share a common understanding of expected services and any measurable quality metrics.

Payment Terms

Specifies compensation model (fee‑for‑service, capitation, salaried), billing procedures, timing of payments, adjustments for denials, and responsibility for coding and collections.

Term & Termination

Sets initial term, renewal mechanics, notice periods, termination for cause or convenience, and transition obligations for patient continuity and record transfer.

Confidentiality & HIPAA

Requires compliance with 45 CFR §164.502 through §164.534, includes business associate addendum if PHI is exchanged, and limits use and disclosure of patient data.

Liability & Insurance

Allocates malpractice and indemnity obligations, lists required insurance types and limits, and describes certificate delivery and evidence of coverage timelines.

Governing Law & Dispute Resolution

Identifies the state law that governs interpretation, whether arbitration is required, and venue for litigation to manage enforcement and predictability.

Essential Compliance and Security Elements

HIPAA Addendum: Include a signed BAA

PHI Handling: Limit use and set safeguards

Encryption: TLS in transit; AES‑256 at rest

Access Controls: Role‑based access required

Audit Trail: Retain access and signing logs

Breach Notification: Defined timelines and responsibilities

Primary Legal and Financial Risks

HIPAA Civil Fines: Monetary penalties possible

Contract Liability: Damages for breach

Billing Recoupment: Repayments and audits

Credentialing Delays: Service interruptions risk

Malpractice Exposure: Coverage gaps costly

Regulatory Enforcement: State licensing actions

Common Preparation Errors to Avoid

Using vague scope language that leaves clinical duties undefined and causes disputes over coverage or after‑hours responsibilities.
Failing to attach or update a required HIPAA business associate agreement, which can expose parties to regulatory penalties and audit findings.
Omitting precise payment timing and dispute resolution procedures, creating cash‑flow disputes and delayed reimbursements.
Neglecting to confirm insurance limits and effective dates, which can result in uncovered liability if an incident occurs before coverage begins.

How to Complete the Agreement, Step by Step

Follow these steps to prepare, review, and sign a Professional Medical Services Agreement efficiently and compliantly.

01

Collect documents: Assemble licenses, NPI, insurance certificates, and HIPAA addendum.
02

Draft terms: Define scope, payment, term, and assignment rules clearly.
03

Review compliance: Verify HIPAA, state licensing, and billing requirements.
04

Execute: Sign with authorized representatives and retain originals.

Typical Contract Execution Workflow

A standard workflow clarifies who prepares, reviews, signs, and stores the agreement to reduce cycle time and ensure compliance.

Prepare draft: Legal or contracting team creates the initial agreement.
Internal review: Operations, compliance, and finance review terms.
Signatures: Authorized signers execute the document electronically or on paper.
Retention: Store executed copy in a secure records system.

Common Digital Workflow Settings for eExecution

Configure the digital workflow to match required authentication, HIPAA safeguards, and routing order before sending.

Field	Configuration
eSignature Method	Obtain ESIGN consumer consent and capture audit trail
Authentication	Email plus optional SMS code for signer verification
HIPAA BAA	Attach signed BAA before exchanging PHI
Routing Order	Set sequential or parallel signer flow as required

Technical Considerations for Digital Completion

Ensure your platform supports secure storage, required audit trails, and the level of signer authentication needed for healthcare contracts.

EMR Integration: Optional HL7 or API connectors
File Formats: PDF and DOCX supported
Access Controls: Role‑based permissions enabled

Confirm that the chosen eSignature provider can supply a tamper‑evident signed file, audit log, and, if needed, a HIPAA BAA before routing PHI.

Key Timing and Notice Requirements

Track these common timing obligations to avoid unintended renewals, missed payments, or noncompliance with notice requirements.

Effective Date Entry:

Agreement starts on the Effective Date entered in MM/DD/YYYY format.

Payment Terms Due:

Invoices typically due within 30–45 days unless a different schedule is specified.

Insurance Certificate Delivery:

Proof of insurance usually required prior to first service date.

Termination Notice:

Notice periods commonly 30–90 days depending on the clause.

Credentialing Deadlines:

Allow 60–120 days for credentialing before service start where applicable.

Typical eSignature Pricing and Feature Comparison

Compare common pricing and feature criteria for signing and managing Professional Medical Services Agreements; signNow is listed first per vendor ordering rules.

	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 free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions and Troubleshooting

Answers to common questions about validity, HIPAA considerations, signatures, and what to check if execution or billing problems arise.

Need help? Contact support

Can this agreement be e‑signed?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted. Ensure intent, consent, attribution, and record retention are documented to meet legal validity.
Is HIPAA compliance required?
If the agreement involves exchanging protected health information, include a Business Associate Agreement and follow HIPAA rules; HIPAA retention and safeguards apply (45 CFR §164.530(j)).
Who must sign the contract?
An authorized representative with corporate or organizational authority must sign. Verify signing authority and capture title, printed name, and date to avoid later disputes over authority.
When is notarization necessary?
Commercial service agreements rarely require notarization. Confirm with local counsel if state law or a specific counterparty requires notarization for enforceability or recordation.
How do I correct an executed agreement?
Execute an amendment or replacement agreement signed by all parties. Do not alter executed copies; use an agreed amendment to preserve chain of custody and audit trails.
How long should I keep records?
Retain executed agreements per federal and industry rules: generally at least 3 years for tax records (IRC §6501(a)) and 6 years for HIPAA‑related documents (45 CFR §164.530(j)); state rules may require longer retention.

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