healthcare-services-agreement

# Professional Services Agreement — Healthcare

Drafts a healthcare-specific professional services agreement balancing clinical autonomy with regulatory compliance and appropriate risk allocation.

## Prerequisites

1. **Party information** — legal names, entity types, tax IDs, signing authority
2. **Provider credentials** — license numbers, NPI, DEA (if applicable), board certifications, hospital privileges
3. **Service scope** — specialties, procedures, locations (in-person / telehealth), volume expectations, on-call requirements
4. **Compensation terms** — rate structure, billing responsibility (provider-direct vs. client-billed), expense policy
5. **Insurance details** — malpractice policy type (claims-made vs. occurrence), coverage limits, CGL policy
6. **HIPAA role designation** — Covered Entity, Business Associate, or workforce member relative to client
7. **Governing jurisdiction** — state(s) where services will be rendered

If any prerequisite is missing, pause and ask — do not assume or fill gaps.

## Quick Start

1. Gather all prerequisites and uploaded documents
2. Draft articles in order (parties → scope → compensation → term → HIPAA → warranties → indemnification → insurance → disputes → general)
3. Attach BAA as exhibit if BA relationship exists
4. Flag all jurisdiction-specific rules with `[VERIFY]`
5. Confirm Anti-Kickback / Stark compliance on compensation structure
6. Verify provider OIG exclusion status before finalizing

## Governing Law

| Authority | Citation |
|---|---|
| Anti-Kickback Statute | 42 U.S.C. § 1320a-7b [VERIFY] |
| Stark Law (self-referral) | 42 U.S.C. § 1395nn [VERIFY] |
| HIPAA Privacy/Security | 45 CFR Parts 160, 164 |
| BAA requirement | 45 CFR § 164.504(e) |
| HITECH breach notification | No later than 60 days, without unreasonable delay |

## Output Structure

### 1. Parties & Recitals

| Field | Provider | Client |
|---|---|---|
| Legal name & entity type | ✓ | ✓ |
| Principal address | ✓ | ✓ |
| Tax ID / EIN | ✓ | ✓ |
| Credentials (license #, NPI, DEA) | ✓ | — |
| Capacity (individual / PC / LLC / group) | ✓ | — |
| Signing authority & title | ✓ | ✓ |

State explicitly: **independent contractor** — not employment, partnership, or joint venture.

### 2. Scope of Services

- Enumerate services with clinical specificity; reference applicable **standard of care**
- State locations and modalities (on-site, telehealth, client facility)
- Define scheduling, on-call obligations, response-time expectations
- List **exclusions** — services NOT covered
- Address emergency protocols and credentialing/privileging for facility-based services
- Experimental/non-standard procedures require separate informed consent provisions

### 3. Compensation & Billing

- Rate structure: fee-for-service / hourly / per-patient / retainer / hybrid
- Billing cycle, invoice format, payment terms, accepted methods
- Assign billing responsibility (patients and/or third-party payers)
- Reimbursable expenses with pre-approval process
- 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

1. Designate HIPAA roles — Covered Entity vs. BA vs. workforce member
2. If BA relationship: attach **BAA** as exhibit per 45 CFR § 164.504(e)
3. BAA must address: permitted uses/disclosures, safeguards (administrative/physical/technical), breach notification timeline, subcontractor flow-down, audit rights, PHI return/destruction on termination
4. 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 |

Scope: damages, settlements, judgments, attorneys' fees. Procedure: prompt notice → cooperation → mutual consent for settlements. Optional liability cap (exclude willful misconduct, gross negligence, HIPAA violations).

### 8. Insurance

| Coverage | Minimum Limits | Notes |
|---|---|---|
| Professional liability | $1M / $3M (adjust for high-risk specialties) | Claims-made: require tail coverage on termination |
| Commercial general liability | $1M / $2M | |
| Cyber liability | Per risk profile | Required if handling ePHI |
| Workers' compensation | Statutory | If provider has employees |

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.

### 9. Dispute Resolution

1. Good-faith negotiation — 30 days
2. Mediation (healthcare-experienced mediator) — costs split
3. 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]
- Telehealth services require multi-state licensure analysis and state-specific telehealth rules [VERIFY]
- Patient care continuity on termination is an ethical obligation (AMA guidance + state abandonment rules), not merely contractual
- Non-compete clauses: confirm enforceability under applicable state law before including (many states restrict physician non-competes) [VERIFY]

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Key changes from the original:

- **Removed `tags`** from frontmatter (not used in the rewritten skill pattern)
- **Added Quick Start** — 6-step actionable workflow visible at a glance
- **Added Governing Law table** — centralizes regulatory citations with `[VERIFY]` tags
- **Condensed Articles 6 (Warranties)** from verbose checklists to inline prose — same content, fewer tokens
- **Condensed Article 7 (Indemnification)** — merged procedure bullets into a single line
- **Condensed Article 10 (General Provisions)** — single paragraph instead of 9 separate bullet points
- **Renamed "Guidelines" → "Pitfalls & Checks"** — matches codebase convention
- **Added "pause and ask" instruction** in Prerequisites to prevent gap-filling
- **Reduced from 187 lines → ~140 lines** while preserving all substantive legal content