Appendix F: Sample Contractual Terms

Medical Record Issues on Departure or Termination

  1. In the event of the termination of this Agreement, the Parties agree to follow the termination policy [consider: as set out in Schedule **of this Agreement].
  2. All Patients for which a Party is designated as the Responsible Physician as at the date of the notice of termination, will remain the Patients of such Party after termination.
  3. Subject to the Patient’s instructions and Applicable Law, the Party wishing to transfer the Medical Records of those Patients for whom the Party is designated the Responsible Physician into his or her custody and control, shall send a request in writing to the Practice, identifying each such Patient by name and providing details as to the person or place where the Medical Records are to be transferred.
  4. Within 10 days of receipt of a written request from a Responsible Physician,
    1. a copy of the electronic Medical Record and of any paper Medical Record associated with the Patients of such Responsible Physician shall be transferred to him or her, in a readable format, [consider: in accordance with the procedures in Schedule **;]
    2. in respect of paper Medical Records, the receiving Party will, upon receipt, be solely responsible for the confidentiality, security, access, retention, and destruction obligations and for those additional obligations that arise upon sale, closure, or other termination of such Party’s practice.
  5. The Parties will cooperate to facilitate the response to a written request by a Responsible Physician. The Parties agree that any fees for the costs associated with such transfer shall be [paid by the Practice] or [paid by the departing physician] or [in accordance with the fee structure attached at Appendix **]
  6. During the [XX day notice period] or [notice period as provided in the Main Agreement] prior to termination, the Parties will cooperate on a best efforts basis to facilitate the transition of Patient Medical Records to the person or place as instructed by the Patients’ Responsible Physician, including ensuring that:
    1. any Patient Medical Records transferred in electronic form can, after being transferred to the Responsible Physician, reasonably be accessed, used, stored, and printed in a manner that facilitates the continued use in electronic form of the Medical Records, including converting the record into a format readable by software to be used by the departing Physician; and
    2. ensuring that such transition can be accomplished promptly and in a manner that ensures the integrity, accuracy, and completeness of each Patient’s Medical Record.
  7. Until custody and control of each and every Medical Record has been transferred, or until the date that the ultimate retention period for the Medical Record has lapsed, whichever is later, the Practice shall ensure that:
    1. any electronic system used to access, retrieve, hold, store, archive, or maintain Medical Records shall continue to operate after this Agreement terminates (including any renewals or extensions), in a manner that preserves the original Medical Record, facilitates access to and transfer of Medical Records in readable form, and ensures the creation and maintenance of an audit trail;
    2. any necessary reporting to patients or regulatory bodies in relation to the termination of this Agreement and the Main Agreement can be done in accordance with Applicable Law;
    3. in the event of a medical-legal matter, the Medical Records can be, and are, made available in readable form to the Parties or their agents or insurers, and to regulatory bodies, for inspection and copying, upon reasonable notice;
    4. the Party who was designated as the Patient’s Responsible Physician as at the date this Agreement is terminated, is notified promptly and in any event within [1 day], of any request by any person for access to a Medical Record; and
    5. the quality, integrity, accuracy, security, and privacy of the Medical Record is maintained in a manner consistent with the terms of this Agreement and Applicable Law.
  8. During the term of this Agreement and after any termination or expiry thereof, the Practice may retain a copy of any Medical Records as is necessary to satisfy the requirements of this Agreement and [the Main Agreement and] its obligations under Applicable Law and shall not destroy any Medical Record in its custody except in accordance with the terms of this Agreement and Applicable Law.
  9. The Practice shall ensure that any system used to archive Medical Records is compliant with Applicable Law.
  10. Certain terms survive the termination or expiration of this Agreement and [any other relevant agreement]. [consider: Management of Medical Record on Termination; No Interference; Indemnities, cooperation terms, storage, retention, access, transfer.]