TaylorMed Service Agreement

TaylorMed Service Agreement

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

RECITALS

WHEREAS, Provider is duly licensed and qualified to provide medical-related services, including but not limited to clinical staffing, telemedicine support, equipment maintenance, and related professional services (the Services); and

WHEREAS, Client desires to engage Provider, and Provider desires to perform the Services for Client, on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Provider will perform the Services in compliance with applicable laws, professional standards, and privacy regulations applicable to the handling of protected health information.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks and deliverables described in Section 2 and any attachments or statements of work executed by the parties. 1.2 "Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including patient records and PHI. 1.3 "PHI" means protected health information as defined under applicable privacy laws.

2. SERVICES; STATEMENT OF WORK

2.1 Scope. Provider shall perform the Services described in the statement of work below. Provider shall deliver Services in a professional manner consistent with industry standards and applicable laws.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below for Services rendered. Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

4.2 Late Payment. Unpaid amounts shall accrue interest at the rate of per month (or the maximum lawful rate if lower) from the due date until paid.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party shall keep Confidential Information in strict confidence and shall not disclose or use such information except as necessary to perform its obligations under this Agreement. Reasonable safeguards shall be applied to protect Confidential Information.

5.2 Duration. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to PHI, which shall be governed by applicable privacy laws.

6. PRIVACY; COMPLIANCE

6.1 Compliance. Provider shall comply with all applicable federal and state laws and regulations governing privacy, data security, and protection of PHI in connection with the performance of Services. Provider shall implement administrative, physical, and technical safeguards reasonably designed to protect PHI.

6.2 Breach Notification. Provider shall notify Client without unreasonable delay and in no event later than days after discovery of any unauthorized use or disclosure of PHI attributable to Provider.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly set forth herein, each party retains all right, title, and interest in its preexisting intellectual property. All deliverables created specifically for Client under this Agreement shall be deemed works made for hire and ownership shall vest in Client upon full payment; provided, however, that Provider retains a royalty-free, non-exclusive license to use general methodologies, know-how, and tools that are not Client Confidential Information.

8. WARRANTIES; DISCLAIMER

8.1 Warranty. Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy shall be re-performance of the deficient Services or, if Provider cannot promptly re-perform, a refund of fees paid for the deficient Services.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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 arising out of Provider's negligent acts or willful misconduct in performing the Services.

9.2 Client Indemnity. Client shall indemnify, defend, and hold harmless Provider from claims arising from Client's use of the Services, Client-supplied data, or Client's failure to comply with applicable laws.

10. INSURANCE

Provider shall maintain insurance in amounts customary for the Services provided and shall provide certificates upon request.

11. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or privacy obligations, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed .

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email where agreed in writing.

13. ASSIGNMENT

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

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may only be amended by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules.

15.2 Entire Agreement. This Agreement, including any attached statements of work or addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided that the affected party gives prompt notice to the other and uses commercially reasonable efforts to resume performance.

16.2 Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, or partnership.

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