Preview Each Section of the Agreement
Medical Practice may not (a) authorize or license any third-party other than its officers, employees and independent contractors to use the Software Product (directly or indirectly), or (b) distribute, license, sublicense, promote, distribute, sell, lease, assign, convey, transfer or transmit the Software Product.
Within 30 days of a Provider completing an Assignment, Hyr Medical shall deliver to Medical Practice an invoice for the Service Fees for such Assignment.
Payment terms: Net 30 days from receipt of invoice.
If Provider fails to complete an Assignment, Medical Practice shall be obligated to pay for only those services completed. If Medical Practice cancels an Assignment more than
30 days prior to Assignment Start Date, Medical Practice will not be obligated to pay Service Fees. If Medical Practice cancels any Assignment within the 30-day period that precedes the Assignment Start Date, or cancels any Assignment after the Assignment Start Date, Medical Practice will be obligated to pay the Service Fee in respect of such Assignment.
Medical Practice shall pay Hyr Medical based upon agreed upon cost per hour, day or consult, plus, any pager and call-back rates. Hyr Medical will in turn pay the Provider. Medical Practice shall pay Hyr Medical the Provider rate plus a
20% markup on the Provider rate.
Posts, Opportunities, and Assignments
Medical Practice will provide a Post for each Opportunity. Hyr Medical will make available to Providers all completed Posts. Hyr Medical does not guarantee that an Opportunity will lead to an Assignment.
Hyr Medical will complete and submit requested applications and forms to support Medical Practice credentialing and privileging process. Hyr Medical will ensure that Providers complete all necessary paperwork and enrollment forms to be in-network with all payors reasonably requested by Medical Practice.
Licensure; Insurance; Compliance
Hyr Medical will provide professional liability insurance coverage for each Provider providing services to Medical Practice to cover all incidents that may occur while such Provider is providing services to Medical Practice.
Coverage limits (per incident and aggregate) are set according to minimum state requirements. Hyr Medical will provide Medical Practice with proof of insurance (“COI”) for all rostered Providers. Alternatively, Medical Practice can provide such coverage to each Provider if Hyr Medical is notified in advance.
In order to
carry out its professional liability insurance obligations, Hyr Medical may occasionally receive or request patient information. Medical Practice is under no obligation to provide such information to Hyr Medical.
Parties acknowledge that Hyr Medical is a business associate as defined under HIPAA. As a business associate, Hyr Medical shall: (a)implement appropriate safeguards and maintain PHI as required by HIPAA, (b) use and disclose only the minimum necessary PHI, (c) use and disclose PHI only as permitted under HIPAA for legal, management and administrative purposes.
If, during the
Provider Exclusivity Period, a period (a) that starts on the later of (1) the latest date on which such Provider replied to a Post and (2) the latest date on which such Provider provided services on behalf of Medical Practice and (b) that
ends on the 12-month anniversary of the applicable date from (1) or (2), above, the Medical Practice, without using the Software Product, procures the services of any Provider who has replied to a Post, whether on a temporary, permanent or other basis, Medical Practice shall pay to Hyr Medical a
Recruitment Fee of $10,000.
Hyr Medical will present interested Providers and the Medical Practice will review Providers and clear names. Providers who have an existing relationship with Medical Practice (within 12 months of Provider being presented) will not be subject to any Service Fees and/or Recruitment Fees. Medical Practice agrees to notify Hyr Medical within 30 days regarding any existing relationship.
Relationship of the Parties
Hyr Medical is the “licensor”, and Medical Practice is the “licensee”, with respect to Hyr Medical’s grant of the Software License to the Medical Practice.
Provider will be Hyr Medical’s independent contractor when such Provider is providing services on behalf of the Medical Practice. Hyr Medical will make no clinical decisions for, or on behalf of, any of Provider and will not direct or control any Provider or the clinical services provided by any Provider.
Hyr Medical shall indemnify, defend and hold harmless Medical Practice from and against any liabilities, costs, fees and/or damages that arise out of any Medical Practice Claim. The Medical Practice shall indemnify, defend and hold harmless Hyr Medical from and against any liabilities, costs, fees and/or damages that arise out of any Hyr Medical Claim.
Limitations on Liability; Remedies
SOFTWARE IS PROVIDED BY HYR MEDICAL “AS-IS”. IN NO EVENT MAY EITHER PARTY’S AGGREGATE LIABILITY EXCEED SERVICE FEES PAID BY MEDICAL PRACTICE TO HYR MEDICAL IN CALENDAR YEAR IN WHICH CLAIM IS BROUGHT.
Parties agree (a) not to use Confidential Information of other Party for any purpose except in furtherance of performing according to this Agreement, (b) not to disclose Confidential Information of other Party to any third party, except as may be necessary to perform according to this Agreement.
Term & Termination
Either Party may terminate Agreement if other Party materially breaches a covenant, representation or warranty made in Agreement or materially fails to perform, or comply with, its obligations according to Agreement, by notifying other Party of such breach or failure. In addition,
either Party may terminate Agreement for convenience upon 30 days prior written notice to other Party.
Medical Practice may immediately terminate use of a Provider for services if any license, registration, or certificate necessary to provide services or Provider’s Medicare or Medicaid provider status are suspended, surrendered, revoked or restricted in any manner. Either party may immediately terminate use of a Provider for services if Provider poses a risk to the health and safety of the patients or employees or if the Provider's activities or professional conduct are disruptive or detrimental to the operations.
Agreement constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of such parties with respect to such subject matter, whether written or verbal. No provision of the Agreement may be construed against either Party by reason of the drafting or preparation thereof.