Drafts professional services agreements for healthcare providers and clients, covering HIPAA/HITECH compliance, BAA requirements, Anti-Kickback and Stark Law guardrails, credentialing warranties, malpractice insurance mandates, and patient care continuity on termination. Use when drafting healthcare provider contracts, medical services agreements, physician independent contractor agreements, or healthcare consulting engagements.
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Drafts professional services agreements for healthcare providers and clients, covering HIPAA/HITECH compliance, BAA requirements, Anti-Kickback and Stark Law guardrails, credentialing warranties, malpractice insurance mandates, and patient care continuity on termination. Use when drafting healthcare provider contracts, medical services agreements, physician independent contractor agreements, or healthcare consulting engagements.
Rate adjustment mechanism: notice period, cap, CPI index if applicable
Regulatory guardrail: Compensation must be FMV, commercially reasonable, and not vary with referral volume or value. Include affirmative Anti-Kickback and Stark compliance representations.
4. Term & Termination
Provision
Standard
Initial term
Fixed dates or rolling
Auto-renewal
Opt-out notice 60–90 days
Without cause
90–180 days' written notice
For cause (with cure)
30-day notice and cure period
Immediate termination triggers (no cure): license loss/suspension, DEA revocation, federal program exclusion, felony conviction/indictment, professional misconduct finding, insurance lapse, material HIPAA breach.
Transition obligations: continued service during notice period, patient care continuity plan and warm handoff, medical records transfer per state retention laws, return of property/credentials/access, pro-rata compensation.
5. HIPAA & Confidentiality
Designate HIPAA roles — Covered Entity vs. BA vs. workforce member
If BA relationship: attach BAA as exhibit per 45 CFR § 164.504(e)
BAA must address: permitted uses/disclosures, safeguards (administrative/physical/technical), breach notification timeline, subcontractor flow-down, audit rights, PHI return/destruction on termination
Non-HIPAA confidentiality — survival: indefinite for PHI; 3–5 years for business information
6. Representations & Warranties
Provider: unrestricted license(s), DEA registration (if prescribing), board certification (if claimed), not OIG-excluded, no pending discipline/claims impairing performance, disclosure of prior discipline, state practice act compliance, immediate notification if any warranty becomes untrue.
Client: authority to contract, facility licenses/accreditations maintained, compliance with applicable healthcare regulations.
7. Indemnification
Indemnifying Party
Covers
Provider
Professional negligence, standard-of-care failures, regulatory violations, confidentiality breach
Client
Client negligence, defective equipment/facilities, license/accreditation failures, breach of obligations
Client named as additional insured. Certificates due before services commence and at renewal. 30 days' notice of cancellation/material change. Insurance minimums do not cap indemnification.
Binding arbitration (AAA Healthcare Rules) or litigation
Carve-out: emergency injunctive relief for confidentiality breaches or irreparable harm. Governing law: state where services are primarily rendered.
10. General Provisions
Severability, written amendments only, notice methods and deemed-receipt rules, assignment restrictions (carve-out for successors/affiliates), entire agreement, no implied waiver, force majeure (patient care obligations not excused), survival (confidentiality, indemnification, payment, insurance tail), counterparts and e-signatures.
Signature Block
Each party: signature line, printed name, title, date. Confirm signatory has binding authority.
Pitfalls & Checks
Anti-Kickback / Stark compliance is non-negotiable — FMV, fixed in advance, not tied to referral volume
Confirm OIG exclusion status before finalizing
BAA is mandatory if BA relationship exists — omission creates HIPAA liability for both parties
Claims-made policies without tail coverage create a gap — always require tail on termination
State medical practice acts vary significantly — verify scope-of-practice and corporate-practice-of-medicine restrictions [VERIFY]
