Appendix G: Additional Sample Contractual Terms
Cooperation and Non-Interference
- The Parties shall cooperate in developing any business continuity, succession, and contingency plans, or other policies, procedures, or protocols, as are reasonably necessary.
- No Party shall do any act or thing, or exercise any right under this Agreement or the Main Agreement, during or after the term or termination of this Agreement, if to do so would have the effect of limiting, restricting, or interfering with:
- a physician’s [or other health care provider’s] ability to comply with their own legal or ethical or contractual duties or to seek medical/legal advice from an insurer or legal counsel;
- a regulator’s ability to exercise any power or authority in respect of any regulated professional; or
- a Patient’s rights in respect of his or her Personal Information under Applicable Law.
- No Party shall assign, outsource, or subcontract this Agreement or their obligations hereunder without the prior written approval of the other Parties. Subject to this, the Agreement is binding upon the Parties, their successors, and permitted assigns.
- Each Party shall ensure that any subcontractor shall be bound by contract to comply with the restrictions, terms, conditions, and safeguards applicable to such Party as if such subcontractor were a party hereto.
- No Party shall assign, transfer, convey, or otherwise encumber any of its rights to, or grant any right, title or interest in or to any of, or allow any liens to be placed on or levied against, the hardware or software or systems used to access, use, disclose, hold, manage, store, transmit, or manipulate Patient Information or Medical Records. [or; shall not, without notice and approval…and in any event shall ensure that no such encumbrance/lien/interest etc., interferes with the rights and obligations of the Parties and others, in accordance with paragraph 27 above.
Representations and Warranties
- Where Patient Information is to be transferred into the Practice, the Party transferring such Patient Information represents and warrants that it has obtained the Patient’s prior express written consent for such transfer, and for the collection, access, use, and disclosure of such Patient’s Patient Information as necessary for the purposes of providing health care to such Patient.
- The Practice represents and warrants that it has developed and implemented policies and procedures necessary to ensure the confidentiality, security, and privacy of the Patient Information in its custody, in compliance with Applicable Law; and that no system or tool used in the operation of the Practice violates any intellectual property or other property right.
Acknowledgements and Agreements
- Each Party acknowledges and agrees that:
- it is subject to and will comply with all Applicable Laws.
- the Patients of the Practice reasonably expect that their Personal Information is collected, used, and disclosed for the purposes of providing them with health care services, which includes billing and quality improvement, and accordingly all Parties will collect, access, use, and disclose Patient Information solely for such purposes except where the Patient has provided express written consent for another purpose; and
- regardless of who is designated the Responsible Physician, each Party owes independent legal, ethical, professional, and fiduciary duties and duties of care to each Patient, and nothing in this Agreement is intended to prevent or interfere with a Party’s ability to comply with any such duties.