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