Professional Services Web Doctors Contract

PROFESSIONAL SERVICES WEB DOCTORS CONTRACT

This Professional Services Agreement ("Agreement") is made and entered into as of (the "Effective Date"), by and between Service Provider: , an entity of type Individual Corporation LLC Other with principal place of business at , and Client: with principal place of business at . Service Provider and Client may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing web-based telemedicine, clinical consultation, patient triage and related professional services using licensed medical personnel and secure electronic platforms; and

WHEREAS, Client desires to engage Service Provider to provide professional telehealth services and related technical and administrative services for Client's patients and users, and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to define their respective rights and obligations with respect to the provision, use, intellectual property ownership, confidentiality and payment for such services.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the professional telemedicine services, clinical consultations, remote patient monitoring, electronic prescriptions and associated technical and administrative support described in the Scope of Work attached hereto and incorporated herein (the "Services"). Service Provider shall deliver Services in a professional manner consistent with generally accepted standards of care for telemedicine providers and in accordance with applicable law.

1.2 Change Orders. Any material change to the Scope of Work shall be set forth in a written change order signed by authorized representatives of both Parties, including any adjustment to fees or schedule.

2. TERM; TERMINATION

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein. Thereafter this Agreement shall automatically renew for successive periods of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach of the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, provided that breaches involving patient safety or unauthorized disclosure of Protected Health Information may be subject to immediate termination.

2.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth below and in any mutually executed Statement of Work or fee schedule. Service Provider's standard fee for the Services is:

3.2 Expenses. Client shall reimburse Service Provider for reasonable and pre-approved out-of-pocket expenses incurred in connection with performance of the Services, provided that any single expense in excess of shall require prior written approval.

4. INVOICING AND PAYMENT

4.1 Invoices. Service Provider shall invoice Client monthly in arrears (unless otherwise stated). Invoices shall itemize services performed, dates of performance and reimbursable expenses.

4.2 Payment Terms. Client shall pay invoiced amounts within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and Client shall pay reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

5. CONFIDENTIALITY; PROTECTED HEALTH INFORMATION

5.1 Confidential Information. Each Party shall keep confidential and shall not, without the prior written consent of the other Party, disclose any non-public information of the other Party, whether technical, business, financial, or clinical, that is designated confidential or that reasonably should be understood to be confidential (collectively, "Confidential Information").

5.2 Protected Health Information. The Parties acknowledge that Service Provider may create, receive, maintain or transmit Protected Health Information ("PHI") in the course of providing Services. Each Party shall comply with all applicable laws and regulations governing PHI, including requirements for safeguarding PHI, reporting breaches and limiting disclosures to those permitted by law. Upon termination or expiration of this Agreement, Service Provider shall return or securely destroy PHI as directed by Client, except to the extent retention is required by law.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. No license to Background IP is granted except as expressly set forth in this Agreement.

6.2 Deliverables. Subject to Client's timely payment of all amounts due, Service Provider assigns to Client all right, title and interest in and to any custom deliverables specifically developed for Client under this Agreement ("Deliverables"), to the extent assignable. Notwithstanding the foregoing, Service Provider shall retain ownership of Service Provider's proprietary tools, templates, methodologies, algorithms and software (collectively, "Provider Tools"), and Client is granted only a non-exclusive, non-transferable license to use Provider Tools solely to use the Deliverables as intended.

7. WARRANTIES; DISCLAIMERS

7.1 Warranties. Service Provider warrants that: (a) it will perform Services in a professional and workmanlike manner consistent with applicable standards of care; and (b) its personnel providing clinical services hold current, valid licenses in jurisdictions where they render care. Service Provider shall provide evidence of licensure upon request.

7.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, damages and expenses arising out of Service Provider's gross negligence or willful misconduct in the performance of clinical Services, provided that Client gives prompt written notice of the claim and cooperates in the defense.

8.2 By Client. Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims arising from Client's breach of this Agreement, Client's failure to obtain necessary patient consents, or Client-provided content.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS.

9.2 Cap on Liability. A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Service Provider shall maintain professional liability insurance with limits not less than per claim and such other insurance as is customary for providers of similar services. Upon request, Service Provider shall provide certificates of insurance to Client.

11. INDEPENDENT CONTRACTOR

The Parties acknowledge that Service Provider and its personnel are independent contractors and not employees or agents of Client. Service Provider shall be responsible for withholding and paying all employment taxes and for providing any benefits to its personnel.

12. SUBCONTRACTORS

Service Provider may engage qualified subcontractors to perform Services, provided Service Provider remains responsible for the performance of such subcontractors and ensures their compliance with this Agreement, including confidentiality and PHI obligations.

13. NON-SOLICITATION

During the Term and for twelve (12) months thereafter, neither Party shall solicit for hire any employee or contractor of the other Party who was materially involved in the performance of this Agreement, without the prior written consent of the other Party.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the Parties at the addresses set forth below or to such other address as a Party may specify by written notice.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

15.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right unless set forth in writing and signed by the waiving Party.

15.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16.3 Entire Agreement. This Agreement, together with any executed Statements of Work and change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder.

17.2 Compliance with Law. Each Party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including laws related to telemedicine, privacy and patient care.

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