Telemedicine Service Agreement Template

This Telemedicine Agreement (the “Agreement”) dated (Enter date) (the “Effective Date”) is by and between [Sender.Company] (the “Medical Service Provider”), and [Client.FirstName][Client.LastName], (“Client”), collectively the “Parties” and each a “Party”.

Purpose of Agreement

The purpose of this Agreement is to utilize the technology that enables telemedicine in order to provide patients living in the serviced areas to get proper medical care from the Medical Service Provider without the inconvenience and expense, both financial and time, to travel to the Client’s address or location.

Terms of Agreement

Both the undersigned agree to the following terms of this Agreement.

Medical Service Provider’s Responsibility

Medical Service Provider shall ensure that only licensed personnel shall provide medical services to the Client.

The Medical Service Provider shall have complete authority, management, and control over including, but not limited to, clinical diagnosis, procedure, treatment required or any other professional healthcare services necessary in connection with the provision of the telemedicine services in accordance with laws.

Client’s Responsibility

The client shall not control, direct, interfere, or supervise the Medical Service Provider in connection with the provision of medical services.

Client, when engaging with the Medical Service Provider, shall ensure that only properly licensed medical healthcare professionals shall be employed and utilized in conducting a diagnosis, procedure, treatment, or other healthcare services necessary in connection with the telemedicine services Agreement.

Fees, Member Charges & Billing

It is agreed that the Client shall be responsible for the payment to the Medical Service Provider of the following fees during the Term.

For all services agreed to be provided hereunder and for all representations, warranties and requirements hereunder, Client agrees to pay Medical Service Provider the fees and amounts set forth on Exhibit B (collectively, the “Fees”).

Medical Service Provider shall be allowed to terminate the service to a particular Member for non-compliance with any applicable rules, regulations or agreements regarding the use of the site or with applicable laws or regulations or to exercise other remedies allowed at law or in equity. Medical Service Medical Service Provider will notify the Client of any such instance, including the name of the Member and the reason for termination.

Limitation Against the Practice of Medicine

Notwithstanding any provision contained herein, this Agreement is not intended to:

1. Supervise any non-licensed medical professional or individual in the practice of medicine.

2. Constitute the use of the medical license by anyone other than the licensed physician.

3. Perform any act that is contrary to state and federal laws.

Medical Service Provider shall remain entirely independent of Client as to:

1. Diagnosis and treatment of patients,

2. Prescription, order, or administration of any drug or medicine, and

3. All other medical, professional and ethical affairs of the Medical Service Provider.

Confidential Information

Any proprietary information such as, but not limited to, relating to business operations, services, technology, and software, among others, that the Medical Service Provider may acquire from the Client through performance and within the effectiveness of this Agreement which is not considered public knowledge shall be recognized as Confidential Information.

Medical Service Provider shall not in any way disclose the Confidential Information without the prior written consent of the Client. In case of uncertainty, whether such information is considered confidential, it shall always be presumed confidential for the benefit and protection of the Parties.

Insurance and Indemnity

A Medical Service Provider will secure and maintain professional liability insurance sufficient to satisfy any state-specific requirements where Services are delivered. In addition, the Client will maintain insurance of its employed or contracted healthcare Medical Service Provider in amounts that are substantially similar to the amounts outlined in this section. For non-physicians, Medical Service Provider provides liability coverage on a shared limits basis that is comparable and within industry-wide standards.

It is hereby stipulated and agreed to between Client and Medical Service Provider that with respect to any claim or action arising out of any service performed under or pursuant to this Agreement, each entity will only be liable for payment of that portion of any and all liability costs, expenses, demands, settlements or judgments resulting from the negligence actions or omissions of its own agents, officers and employees.

Indemnification

Each party to this Agreement (“Indemnifying Party”) shall indemnify and hold the other party to this Agreement (“Indemnified Party”) harmless from any and all claims asserted against the Indemnified Party (and all related liabilities, costs and expenses of any kind whatsoever, including but not limited to attorneys’ fees and court costs), to the extent arising out of:

1. The grossly negligent acts, omissions, or misconduct of the Indemnifying Party, its employees, or agents.

2. Non-compliance with any applicable federal or state law, rule or regulation by the Indemnifying Party, its employees or agents.

3. Any breach by the Indemnifying Party, its agents, employees, or servants of any material covenant or condition of this Agreement.

Limitation of Liability

In no event will either party or its agents, owners, officers, employees or contractors be liable to the other party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, loss of data, or loss of business information), arising out of or in connection with this agreement, whether the damages are foreseeable and whether or not the party has been advised of the possibility of such damages in advance.

Except for a breach of the business associate agreement or a medical malpractice suit, in no event will the cumulative liability of a party hereunder exceed the fees payable for services under this agreement for the six months (6) preceding the date on which the cause of action accrued, except this limitation shall not apply to amounts owed by the partner to group for services delivered by the group under this agreement. In the event of an inconsistency between this provision and other agreements between the parties, this provision shall control.

Term of Agreement and Termination

The term of this Agreement shall be for one (1) year beginning on the Effective Date. Thereafter, this Agreement shall be automatically renewed for successive one-year terms unless either Party gives the other Party written notice of termination at least 90 days prior to the end of the then-current then-current term (such initial term and all renewal terms, the “Term”). Such Term is subject to prior termination as provided below.

Breach

The Parties agree that any breach of one or more provisions of this Agreement (including, but not limited to, any breach of the requirements of Client outlined in the Exhibits hereto and/or any failure of Client to pay any amount due hereunder timely) that threatens to, or causes the other Party substantial harm is a material breach.

Furthermore, any breach of the confidentiality, non-disclosure, or non-competition provisions by either Party or failure to make payments as outlined in the Agreement shall be considered material breaches.

Furthermore, any conduct or negligence that adversely affects the business or good name of the other Party will be considered a material breach unless the offending Party immediately ceases such activity and cures any damage resulting from such conduct or negligence within 30 days of written notice from the damaged Party.

Early Termination for Cause

In the event of an actual or perceived material breach of this Agreement by either Party, the termination provisions of this section will not trigger or be available to the non-breaching Party until the non-breaching Party has notified the breaching Party in writing of the alleged material breach, citing in reasonable detail the nature of the breach.

If the offending Party agrees that they materially breached one or more provisions of this Agreement, then the offending Party shall then have thirty days to remedy such breach. If the breach has not been remedied the breach has not been remedied at the end of such a thirty-day period, the non-offending Party may terminate the Agreement.

However, if the Party accused of the material breach denies the breach in writing, or denies that it was material, and produces reasonable evidence to support the denial, then the offending Party may not terminate the Agreement but must utilize the dispute resolution provisions.

Termination for Bankruptcy

Subject to applicable law, either Party may terminate this Agreement upon written notice (i) upon the other Party’s making an assignment for the benefit of creditors or (ii) upon the other Party’s dissolution or ceasing to do business.

Termination Upon Mutual Consent

This Agreement may also be terminated at any time upon the mutual written consent of both Parties.

Duties Upon Termination

Upon termination of this Agreement, the following shall apply:

• Each Party shall return or destroy all originals and copies of any Confidential Information of the other Party regarding this project.

Force Majeure

A Party shall be excused from delays or failure to perform its duties (other than payment obligations) to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, or any other causes beyond its reasonable control.

The Parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Either Party may, at its discretion, terminate this Agreement if a delay in performance by the other Party exceeds or is reasonably expected to exceed six months.

Waiver

The waiver by either Party of any default, breach or obligation hereunder shall be ineffective unless in writing and shall not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance by the other Party shall constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance.

Disputes

Arbitration

Any and all disputes, controversies, claims and differences arising out of, or relating to this Agreement, or any breach thereof, which cannot be settled through correspondence and mutual consultation of the Parties, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, in effect on the date of this Agreement, by the arbitrators selected in accordance with this Agreement.

Governing Law

This Agreement shall be subject to the laws of the state of [Sender.State]​.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.