Master Services Agreement
This Master Services Agreement (this “Agreement”) is a binding legal contract between Black Rose Practice Management, LLC (“BRPM”), a Washington limited liability company, and you (or “Client”). By executing a proposal, statement of work, or similar ordering document (each, a “Proposal”) that references this Agreement, you agree to be bound by all terms and conditions of this Agreement. This Agreement is effective as of the date you sign a Proposal referencing it (the “Effective Date”).
1. Definitions
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other terms may be defined contextually in this Agreement.
- “Services” means the practice management and business support services provided by BRPM under this Agreement and any applicable Proposal, which may include, without limitation, practice management consulting, business coaching, referral management systems, case presentation training, fractional Chief Operating Officer (COO) support, insurance benefits verification, and related non-clinical advisory or administrative services. The specific Services to be provided to you will be described in one or more Proposals executed by you and BRPM.
- “Proposal” means a written service schedule, proposal, scope of work or other ordering document executed by you and referencing this Agreement. Each Proposal shall set forth the particular Services, fees (one-time and/or recurring), term or duration of Services, and other relevant details for the engagement. Each Proposal is governed by this Master Services Agreement.
- “Client Data” means all data, information, records, and materials that you provide to BRPM, or that BRPM otherwise accesses or generates on your behalf, in connection with the Services. Client Data includes, without limitation, business or financial information about the Practice and Protected Health Information (PHI) as defined below.
- “Protected Health Information” or “PHI” means individually identifiable health information that is protected under the Health Insurance Portability and Accountability Act of 1996 and its regulations (collectively, “HIPAA”), as amended, including electronic protected health information. PHI generally includes information relating to an individual’s health condition, provision of health care, or payment for health care that can identify the individual.
- “Confidential Information” means any non-public or proprietary information disclosed by one party to the other in connection with this Agreement. Confidential Information includes, without limitation, Client Data; business plans, strategies, financial information, or records of either party; any proprietary tools, templates, training materials, or digital assets; any non-public know-how, technology, or processes; and the terms and conditions of this Agreement. Information is considered Confidential Information whether disclosed in oral, written, electronic, or other form, and whether or not marked or identified as “confidential.” However, Confidential Information does not include information that the receiving party can prove: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was already known by or in the possession of the receiving party without obligation of confidentiality prior to disclosure; (iii) is lawfully obtained by the receiving party from a third party who has the right to disclose it without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
(Additional terms may be defined elsewhere in this Agreement. Section headings and definitions are for convenience and shall not affect interpretation.)
2. Scope of Services
2.1 Service Descriptions. During the Term of this Agreement, BRPM may provide one or more of the practice management and business support services described in this Section 2 (collectively, the “Services”) if set forth in a signed, written Proposal. All contracted Services are provided to support the non-clinical, administrative, and advisory needs of your practice, and do not include the provision of any clinical or other services that must be performed by a licensed professional under applicable law. BRPM will perform the agreed Services under your oversight and direction and in compliance with applicable law, it being understood that BRPM is not engaged in the practice of medicine, dentistry, or other clinical profession.
2.1.1 Practice Management Consulting. BRPM shall provide practice management consulting services to you, which includes evaluating the administrative and operational aspects of your practice, identifying opportunities for improvement, and advising on strategies to enhance efficiency, profitability, and regulatory compliance. These consulting services may involve reviewing office workflows, scheduling and patient intake processes, billing and revenue cycle practices, staff utilization, and other non-clinical operational areas. BRPM will deliver recommendations and guidance to help optimize the Practice’s performance and organizational structure. All advice and support under this subsection are advisory in nature and non-clinical. Your implementation of any recommendations will be at your discretion and under your ultimate control.
2.1.2 Business Coaching. BRPM shall provide business coaching services aimed at developing and strengthening the leadership and management skills of your principals and management team, and improving the overall business performance of the Practice. This service may include one-on-one or group coaching sessions, assistance with goal setting and strategic planning, performance monitoring, and guidance on decision-making in areas such as financial management, marketing, patient retention, and operational efficiency. BRPM’s role is to act as an advisor and mentor in business and administrative matters; all guidance is provided as professional advice to inform your decisions. Such coaching is strictly non-clinical in nature and does not extend to medical or dental judgment or the delivery of patient care.
2.1.3 Referral Management Systems. BRPM shall assist you in establishing and maintaining referral management systems to improve referral conversion rates and strengthen relationships with referring providers by ensuring timely communication and coordinated patient transitions. This includes advising on and helping implement processes to track and manage patient referrals to and from the Practice, developing standardized referral protocols and follow-up procedures, and training your staff in the use of any referral tracking tools or software. All referral management assistance is administrative in nature; BRPM will not engage in any clinical evaluation of referred patients or make clinical referral decisions, which remain the responsibility of you and your providers.
2.1.4 Case Presentation. BRPM shall provide virtual case presentation services directly to your patients, at your request and direction to enhance patient understanding, increase treatment acceptance, and streamline administrative communication, without substituting or influencing any aspect of clinical judgment or patient care. These presentations are educational and administrative in nature and are designed to help patients understand their sleep apnea diagnosis (as previously determined by a licensed provider), review their sleep study results, and discuss available treatment options you recommended. As part of this service, BRPM will convey the factual findings of the patient’s sleep study, review the prescribed or recommended therapy as documented by the referring provider, and assist the patient in understanding applicable financial information, including insurance coverage, out-of-pocket costs, and payment options. BRPM may answer non-diagnostic questions regarding the treatment process, device logistics, and insurance or scheduling matters, but will not interpret medical data, render diagnoses, or make any clinical recommendations. All medical decision-making, treatment planning, and patient care remain solely under the control of the your licensed providers.
2.1.5 Fractional Chief Operating Officer (COO) Support. BRPM shall provide non-exclusive fractional Chief Operating Officer support services to you, acting as an on-demand or part-time operational resource for the Practice. In this capacity, BRPM may assist with high-level administrative oversight and strategic management tasks, including advising on policy and procedure development, optimizing day-to-day office operations, coordinating administrative activities among different departments or locations, and contributing to long-term business planning and organizational development. BRPM’s fractional COO support is consultative and managerial in nature: BRPM will offer guidance and recommendations to improve the Practice’s operational effectiveness, but all decisions and authority regarding implementation rest with you. For the avoidance of doubt, while providing fractional COO support, BRPM will not assume any role in clinical decision-making or direct patient care, and all such clinical matters shall remain under your exclusive control.
2.1.6 Insurance Benefits Verification. BRPM shall provide insurance benefits verification services for you. This service involves verifying patients’ insurance coverage and eligibility for proposed treatments or services prior to or at the time of care. BRPM will, as authorized by you, contact insurance carriers or utilize electronic eligibility systems to confirm the patient’s active coverage, obtain details of benefits and limitations, determine co-payments, deductibles, and co-insurance responsibilities, and identify any pre-authorization or referral requirements. BRPM will relay the results of such benefit verifications to your designated staff to aid in scheduling, treatment planning, and patient financial consultations. All insurance verification activities performed by BRPM are administrative services provided for your convenience; BRPM does not make determinations of medical necessity or guarantee coverage or payment, and any treatment decisions or communications of financial responsibility to patients remain your responsibility.
2.1.7 Credentialing Assistance. BRPM shall assist you with credentialing and re-credentialing processes for your healthcare providers and the Practice’s participation in third-party payor programs. This includes preparing and submitting applications and supporting documentation for providers to become credentialed or enrolled with insurance networks, managed care organizations, government healthcare programs, hospitals, or other relevant entities; tracking the status of pending credentialing applications; and providing administrative follow-up as needed to address requests for additional information. BRPM will also maintain a calendar or tracking system for credentialing and license renewal deadlines for so long as BRPM remains engaged by you. If BRPM is then engaged to provide services to you, BRPM will notify you in advance of any expirations or required renewals for provider credentials, state licenses, DEA registrations, or other certifications that you have identified to BRPM for monitoring. The credentialing oversight services provided by BRPM are administrative in nature and are intended to facilitate and streamline the credentialing process for you. You and your providers remain responsible for meeting all credentialing criteria, obtaining and maintaining necessary licenses and certifications, and ultimately for the outcome of credentialing applications, as BRPM cannot guarantee approval by any third-party payor or authority.
2.1.8 Staff Training. BRPM shall provide training programs for your staff covering various non-clinical aspects of practice operations, as agreed upon by the Parties from time to time. Such training may include, by way of example, sessions on use of the practice management and electronic health record systems, front desk and scheduling protocols, telephone and customer service etiquette, billing and coding procedures, documentation and record-keeping practices, workplace compliance (including HIPAA privacy and security training or OSHA safety training as applicable), and other administrative or operational topics relevant to the Practice. Training may be delivered through on-site workshops, virtual webinars, one-on-one coaching, written manuals or guidelines, or other formats appropriate to the content. BRPM shall tailor the training content to align with your office policies and workflow. All staff training provided by BRPM is intended to improve administrative efficiency, compliance, and service quality; it does not include clinical education or any training on how to diagnose, treat, or care for patients, which are outside the scope of BRPM’s Services.
2.1.9 Office Workflow Optimization. BRPM shall analyze your current office workflows and processes and assist in developing and implementing improvements to optimize efficiency and service quality. Under this service, BRPM may conduct an in-depth assessment of key administrative processes (for example, patient scheduling and wait time management, patient check-in and check-out procedures, billing and collections cycle, inventory management, inter-office communication, and other day-to-day operational workflows). Based on this assessment, BRPM will identify any bottlenecks, redundancies, compliance risks, or other inefficiencies and will develop recommendations for process redesign or enhancements. BRPM may then assist you with implementing the agreed-upon changes – such implementation may involve updating written office protocols, reassigning or clarifying staff duties, configuring or introducing software tools to automate tasks, and training staff on new procedures. All recommendations and changes under this subsection will be planned in consultation with your management. BRPM’s workflow optimization services are strictly focused on non-clinical processes and will not alter or dictate any aspect of clinical decision-making or the provision of patient care, which are entirely under your control.
2.1.10 Medical Billing Services. BRPM shall provide medical billing services in support of your revenue cycle operations. These services may include claim generation and submission to third-party payors or clearinghouses, basic claim scrubbing, application of payment rules and modifiers, electronic or paper submission of primary and secondary claims, posting of electronic remittance advice (ERA) or explanation of benefits (EOB) payments, and denial or rejection resolution and resubmission assistance. If requested and agreed, BRPM may also assist you in verifying coding completeness or accuracy based on the documentation provided by you; provided that BRPM will not engage in medical decision-making or coding compliance determinations. You remain responsible for all coding, documentation, and compliance with applicable billing and reimbursement laws, including but not limited to applicable CMS and private payor rules. BRPM provides administrative support only and does not offer legal or compliance auditing services as part of its billing support. Final review and sign-off responsibility remains with you.
2.1.11 Patient Collection Account Services. BRPM may provide administrative support to assist you in managing patient account balances and collections. This service includes preparing and sending patient statements, monitoring patient balances and payment plans, conducting outbound courtesy calls or email reminders to patients with unpaid balances, and escalating unpaid accounts for your review or additional follow-up. BRPM’s role is limited to administrative facilitation and communications conducted under your brand and policies. BRPM shall not act as a third-party collection agency and shall not report delinquent accounts to credit bureaus or engage in formal collections activity unless expressly authorized in writing by you and permitted by applicable law. All financial policies, write-off authority, and collections decisions remain solely with you. You shall provide direction on patient communications, compliance with applicable debt collection regulations, and any applicable grace periods or hardship policies.
2.12 Engagement of BRPM. During the term of this Agreement, and subject to its terms, BRPM will provide the Services to you as described in each mutually executed Proposal. BRPM shall perform the Services in a professional and workmanlike manner, using qualified personnel, and in accordance with generally accepted industry standards. Each Proposal shall be incorporated into this Agreement by reference. In the event of any direct conflict between the terms of this Agreement and a Proposal, the terms of the Proposal shall govern.
2.13 No Exclusive Engagement. You acknowledge that BRPM provides practice management services to other clients. Nothing in this Agreement shall be construed to prevent BRPM or its affiliates from providing services to other healthcare practices or clients at any time, so long as BRPM’s obligations to you under this Agreement are fulfilled. Likewise, this Agreement does not obligate you to purchase any minimum volume of services; you will engage BRPM only for those Services set forth in Proposals you choose to execute.
2.14 Independent Contractor. The relationship of BRPM to You is that of an independent contractor. Nothing in this Agreement or in the conduct of the parties shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between BRPM and you (or your Practice). BRPM will not be entitled to any of the benefits that you provide to your own employees, and BRPM shall be solely responsible for payment of all taxes, wages, and other costs associated with its employment of its personnel. You acknowledge that BRPM has no authority to bind or act on behalf of your Practice except as expressly set forth in a Proposal or as necessary to perform the Services.
2.15 Client Authority and Clinical Responsibility. You retain full and exclusive authority over the operation of your Practice, including all clinical decision-making, patient care, and compliance with all laws applicable to the Practice. BRPM’s Services are limited to administrative, management, and consulting support. BRPM shall not control or direct any medical or clinical professional judgments or decisions, which shall remain the sole responsibility of you and your licensed professional staff. All persons employed or engaged by you (including clinicians and staff) shall remain under your direction and control. Nothing in this Agreement authorizes or requires BRPM to engage in any activity that would constitute the practice of medicine, dentistry, or other clinical or licensed professional services. If any portion of the Services could be construed as impermissible control over clinical matters or would otherwise violate applicable law, the parties agree that such portion of the Services shall be deemed waived and unenforceable, and BRPM shall not be required to perform such portion.
3. Term and Termination
3.1 Term of Agreement. This Agreement becomes effective on the Effective Date and shall remain in effect until terminated as provided herein. The term for the performance of Services under each individual Proposal (each a “Service Term”) will be set forth in the Proposal. Some Proposals may provide for a one-time or short-term project, in which case the Service Term will conclude upon completion of the project or the end date specified. Other Proposals may provide for ongoing or recurring Services over an initial term (e.g., a number of months or years) and possibly renewal terms. This Master Services Agreement shall continue to govern any active Proposal until all Services under all Proposals have been completed or until this Agreement is earlier terminated, whichever occurs first.
3.2 Termination for Convenience. Except as may be otherwise specified in a Proposal (such as a minimum commitment period), either party may terminate any Proposal, or this Agreement as a whole, for convenience by providing at least thirty (30) days’ prior written notice to the other party. If this Agreement is terminated for convenience while any Proposal remains in effect and uncompleted, such termination will also serve as notice of termination of each active Proposal, effective upon the expiration of the notice period. You will be responsible for payment of fees for Services performed up to the effective date of termination.
3.3 Termination for Cause. Either party may terminate this Agreement (and any or all active Proposals) immediately upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure such breach within ten (10) days after receiving written notice describing the breach. If the breach is of a nature that cannot reasonably be cured within ten (10) days, the breaching party may submit a reasonable plan for cure, but in no event can the cure period extend beyond thirty (30) days unless agreed in writing. Notwithstanding the foregoing cure period, BRPM may suspend Services or terminate this Agreement immediately upon written notice to you if you fail to pay any undisputed invoice when due and such failure is not cured within ten (10) days after notice, or if you have repeated payment defaults. Additionally, either party may terminate this Agreement immediately upon written notice if the other party (i) becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed against it (and such petition is not dismissed within thirty (30) days); (ii) violates any applicable law, rule or regulation in a manner that materially affects the ability to perform under this Agreement; or (iii) ceases to do business or dissolves.
3.4 Effect of Termination. Upon expiration or termination of this Agreement (or a particular Proposal), BRPM will cease providing the Services under the affected Proposal(s) and will have no continuing obligation to you. Termination of this Agreement shall automatically terminate all active Proposals hereunder. However, termination shall not relieve either party from any obligation accrued prior to the effective date of termination. You agree to pay all fees and expenses incurred up to the effective date of termination. Within a reasonable time following termination, each party shall return or destroy (at the disclosing party’s option) any of the other party’s Confidential Information in its possession, except that (a) BRPM may retain copies of Client Data as required for compliance with law or its internal record-keeping policies (subject to ongoing confidentiality obligations), and (b) any rights or licenses that are expressly stated to survive (or by their nature are intended to survive) such termination shall remain in effect. Termination of this Agreement shall be without prejudice to any other remedies either party may have at law or in equity for any prior breach.
4. Fees and Payment
4.1 Fees for Services. You agree to pay BRPM the fees specified in each applicable Proposal. Fees may include one-time charges (e.g., project fees or setup fees) and recurring charges (e.g., monthly fees or subscription fees), as set forth in the Proposal. Unless expressly designated as a firm fixed fee, any estimates provided for time-based services (e.g. hourly consulting rates) are for your budgeting and BRPM’s resource allocation purposes; the actual fees payable will be based on the actual work performed and time spent. All fees are stated and shall be paid in U.S. Dollars.
4.2 Invoicing and Payment Terms. You authorize BRPM to automatically charge the designated payment method on file for all applicable fees under this Agreement, including any one-time registration, onboarding, or professional setup fees, and any recurring monthly service fees. Unless otherwise stated in the applicable Proposal, charges for Services rendered during the preceding month will be invoiced no later than the 7th day of each month and shall be due no later than the last day of the month invoiced. You agree to maintain a valid payment method on file with BRPM and sufficient funds for automatic payment processing at all times are responsible for providing BRPM with the most current billing information. Late, declined, or returned payments may be subject to a late fee in the amount of five percent (5%) of the unpaid fees, which is a reasonable estimate of the costs to BRPM of the late payment. Nonpayment may further result in suspension of Services, as outlined in this Agreement.
4.3 Late Payments. Any payment not received by the due date shall be considered past due. BRPM reserves the right to charge interest on past due amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. In addition, you will be responsible for any costs of collection (including reasonable attorneys’ fees) incurred by BRPM in pursuing late payments. If any invoice (or portion thereof) is disputed in good faith, you must notify BRPM in writing within fifteen (15) days of the invoice date, specify the amount in dispute and the reason, and pay all undisputed portions of the invoice. The parties will seek to resolve any billing dispute promptly and in good faith.
4.4 Suspension of Services for Nonpayment. If your account is more than thirty (30) days past due on any undisputed invoice, BRPM may suspend further Services until you pay the overdue amount. BRPM will provide at least seven (7) days’ prior notice of its intent to suspend Services for nonpayment, during which time you may cure the overdue payment to avoid suspension. Suspension of Services shall not be deemed a breach by BRPM, and you acknowledge that suspension of Services may result in delays or inability for BRPM to meet deadlines. If Services are suspended and you later cure the payment default, BRPM may charge a reasonable reactivation or reinstatement fee to resume Services. BRPM’s right to suspend is in addition to its right to terminate for breach under Section 3.3 and to any other remedies available at law or in equity.
4.5 Taxes. All fees and charges under this Agreement are exclusive of any sales, use, withholding, excise or other taxes or charges imposed by any governmental authority. You are responsible for all such taxes assessed in connection with this Agreement or the Services, except for taxes on BRPM’s net income. BRPM may collect applicable taxes from you if it believes a withholding or payment is required by law. If you claim tax-exempt status, you must provide BRPM with a valid tax-exemption certificate or documentation.
4.6 Expenses. Unless otherwise specified in a Proposal, the fees quoted do not include out-of-pocket expenses. If performance of the Services requires BRPM to incur reasonable travel, lodging, meal, or other out-of-pocket expenses, such expenses will be pre-approved by you (where practicable) and billed at cost. BRPM will provide documentation for any reimbursable expenses upon request. You agree to reimburse BRPM for all such approved out-of-pocket expenses.
4.7 No Refunds; Non-Cancelable Charges. Except as expressly provided in this Agreement or required by law, all amounts paid are non-refundable. If this Agreement or any Proposal is terminated early (other than due to BRPM’s uncured breach), any pre-paid fees covering the remainder of the term are not refundable, and if fees were being paid in arrears on a monthly or periodic basis, you shall remain liable for any unpaid fees covering the period up to the effective termination date or the end of any minimum service term (whichever is later). BRPM is not obligated to extend credit to you or any other person.
5. Confidentiality
5.1 Confidentiality Obligations. Each party (the “Receiving Party”) shall keep confidential and shall not disclose any Confidential Information of the other party (the “Disclosing Party”) except to the Receiving Party’s own employees, agents, subcontractors, or professional advisors who need to know it in order to fulfill the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein. The Receiving Party shall use the Disclosing Party’s Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement, and for no other purpose. The Receiving Party shall protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care it uses to protect its own confidential or proprietary information of a similar nature, and in no event less than a reasonable standard of care.
5.2 Exceptions and Permitted Disclosures. If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (to the extent permitted) promptly notify the Disclosing Party in writing and cooperate in any reasonable effort by the Disclosing Party to seek a protective order or other appropriate remedy. If disclosure is ultimately required, the Receiving Party will only disclose the minimum amount of Confidential Information necessary to comply with the legal requirement. The restrictions on use and disclosure of Confidential Information in this Section shall not apply to any information that is excluded by the definition of Confidential Information (see Section 1) or that the Disclosing Party has expressly authorized the Receiving Party to disclose, provided such disclosure is in accordance with any conditions or restrictions imposed by the Disclosing Party.
5.3 Confidentiality of Client Data. Without limiting the generality of the foregoing, BRPM acknowledges that Client Data may include sensitive personal, financial, or health information about your business and patients. BRPM will treat all Client Data as Confidential Information and will use and disclose Client Data only as necessary to perform the Services or to fulfill its obligations under this Agreement, or as otherwise expressly permitted by this Agreement, your written instructions, or by law. BRPM agrees to implement reasonable and appropriate administrative, technical, and physical safeguards to protect Client Data (including PHI) against unauthorized access, use, or disclosure, in accordance with applicable state and federal laws. To the extent Client Data includes PHI, the additional provisions of Section 6 (Data Protection) shall apply.
5.4 Return of Confidential Information. Upon your request or upon termination of this Agreement, BRPM will (at your option) return or destroy all Confidential Information of yours in its possession or control, except to the extent retention is required for compliance with law or permitted under Section 3.4. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement.
5.5 Confidentiality of Agreement; Publicity. You shall not disclose the terms of this Agreement or any Proposal to any third party (except your legal or financial advisors bound by confidentiality) without BRPM’s prior written consent. BRPM shall not use your name or trademarks in any marketing or publicity materials without your prior consent, except that BRPM may list your name in a general list of customers or clients (without disclosing details of the services or engagement) unless you notify BRPM in writing that you do not wish to be included.
6. Data Protection and HIPAA Compliance
6.1 Compliance with Privacy Laws. Each party agrees to comply with all applicable data protection and privacy laws with respect to any personal information or patient information received or processed in connection with this Agreement. This includes, without limitation, compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, to the extent applicable, and any other federal or state laws governing the privacy or security of personal information or medical records. BRPM acknowledges that in providing Services to healthcare providers, it may be considered a “Business Associate” and you may be a “Covered Entity” under HIPAA, as those terms are defined at 45 C.F.R. §160.103.
6.2 Business Associate Agreement. To the extent you are a Covered Entity under HIPAA and BRPM will receive, create, maintain, or transmit PHI in the course of providing the Services, the parties shall enter into a separate Business Associate Agreement (“BAA”), consistent with 45 C.F.R. §§ 164.502(e) and 164.504(e), which shall govern BRPM’s use and disclosure of PHI. In the event of any conflict between this Agreement and the BAA with respect to the handling of PHI, the terms of the BAA shall control. BRPM agrees to comply with the applicable requirements of HIPAA and the BAA, including implementing appropriate safeguards to prevent any unauthorized use or disclosure of PHI and reporting any breaches of unsecured PHI to you as required by 45 C.F.R. §164.410.
6.3 Security Measures. BRPM shall maintain reasonable and appropriate security measures to ensure the confidentiality, integrity, and availability of Client Data, including PHI, and to protect against unauthorized or unlawful access, use, or disclosure, as well as accidental loss or destruction. Such measures shall include, where applicable, access controls, encryption or secure communication protocols, and staff training on data privacy and security. BRPM shall promptly notify you of any security incident or data breach involving your Confidential Information or PHI, and will cooperate with you in any reasonable efforts to mitigate the effects of such incident and comply with any notification or remediation obligations under applicable law.
6.4 Data Use and De-Identified Data. You acknowledge that BRPM’s Services may involve the analysis and use of certain operational data of your Practice to provide insights and recommendations. BRPM will use Client Data only for your benefit and as permitted under this Agreement. BRPM may, however, use aggregated or de-identified data derived from Client Data for its internal purposes, such as improving its services or benchmarking, provided that such data is stripped of personal identifiers and is not identifiable to your Practice or patients. Any such aggregated/de-identified data shall not be considered your Confidential Information.
6.5 Record Retention. You are responsible for maintaining and retaining any medical or business records of the Practice as required by applicable law or payor requirements. BRPM’s Services are not intended to serve as a system of record for any clinical or patient records. BRPM may maintain copies of Client Data or working files for a limited period for backup, support, or legal compliance, but BRPM is not obligated to retain your records beyond the term of the Agreement except as required by law. You agree that you will not rely on BRPM to meet any legal record-keeping or record-retention requirements that apply to you.
7. Intellectual Property Rights
7.1 BRPM Intellectual Property. As between you and BRPM, all rights, title, and interest in and to BRPM’s pre-existing and proprietary materials, products, software, tools, templates, training materials, methodologies, processes, know-how, and other intellectual property (“BRPM IP”) shall remain exclusively owned by BRPM. This includes, without limitation, any proprietary referral management systems, scripts, checklists, presentation materials, or digital assets that BRPM may use or provide in the course of performing the Services. Except for the limited rights expressly granted to you under this Agreement or a Proposal, you acquire no rights to or license in BRPM IP, whether by implication, estoppel, or otherwise. BRPM IP (including any improvements or enhancements thereto) and all derivatives thereof are and will remain the exclusive property of BRPM.
7.2 License to Deliverables and BRPM Materials. To the extent that BRPM provides you with any reports, documentation, training materials, software, or other deliverables as part of the Services (collectively, “Deliverables”), BRPM grants you a non-exclusive, non-transferable, royalty-free license to use such Deliverables solely for your internal business purposes in connection with the operation of your Practice. You shall not distribute, sublicense, sell, or otherwise transfer any Deliverables or BRPM proprietary materials to any third party without BRPM’s prior written consent. You further agree not to remove any copyright, trademark, or other proprietary notices from materials provided by BRPM. All trademarks, service marks, and logos of BRPM are and shall remain the property of BRPM, and this Agreement does not grant you any right or license to use BRPM’s name or marks.
7.3 Ownership of Client Data. As between Client and BRPM, Client retains all rights and ownership in its Client Data and any other proprietary information or intellectual property it provides to BRPM. BRPM’s access to and use of Client Data is solely for the purpose of performing the Services for Client’s benefit, except as otherwise authorized under this Agreement, by Client in writing, or as required by law. BRPM may use aggregated or de-identified information derived from Client Data for internal analytics, performance benchmarking, and creation of anonymized case studies or proof-of-concept materials, provided that no such use identifies Client, its patients, or any other individual and complies with applicable privacy laws and HIPAA de-identification standards. To avoid doubt, all identifiable patient information or medical records remain Client’s property, and BRPM’s possession or use of such information is solely as Client’s Business Associate under HIPAA, subject to the BAA and applicable law.
7.4 License to Client Data. You hereby grant BRPM a limited, non-exclusive license to use, copy, distribute, and modify your Client Data solely as necessary to perform the Services and carry out BRPM’s obligations under this Agreement. For example, BRPM may use your practice’s operational data to analyze performance metrics, or may input certain client-provided data into a referral management platform on your behalf. BRPM will not acquire any ownership interest in your raw Client Data, and use of Client Data is subject to the confidentiality and data protection obligations herein.
7.5 Feedback and Suggestions. If you or your personnel provide any feedback, suggestions, or ideas to BRPM regarding its Services or materials, BRPM shall be free to use and incorporate such feedback without restriction or compensation. You agree that any enhancement, improvement, or modification to BRPM’s services or materials that is based on or incorporates your feedback shall be solely owned by BRPM (and deemed part of BRPM’s Intellectual Property). Nothing in this Agreement will impair BRPM’s right to develop or acquire products, services, or intellectual property without use of your Confidential Information, even if such products or services might be competitive with those offered to you.
8. Client Responsibilities
8.1 Provision of Information and Access. You agree to timely provide all information, materials, data, and cooperation that BRPM reasonably requires to perform the Services. This includes, for example, providing access to relevant personnel of your Practice, providing accurate and complete responses to inquiries, furnishing necessary documents or records (such as practice performance data, schedules, or patient insurance information for verification), and making available any systems, facilities, or equipment agreed upon in a Proposal. You acknowledge that BRPM’s ability to perform the Services in a timely and effective manner depends on your cooperation and the accuracy and completeness of the information you provide. BRPM will not be liable for any deficiency in the Services to the extent resulting from your delay in providing, or failure to provide, required information or access.
8.2 Client Representative. You shall designate a primary contact person or representative who will have the authority to make decisions on your behalf and to serve as BRPM’s point of contact for matters relating to the Services. That representative will be responsible for coordinating internally within your organization as needed, and for providing approvals, feedback, or decisions required for BRPM to proceed with the Services. BRPM is entitled to rely upon any instructions or decisions made by your designated representative as being authorized by you. You may change the designated contact by providing written notice to BRPM.
8.3 Compliance and Licensure. You are solely responsible for ensuring that your Practice and personnel (including all licensed professionals) maintain all necessary licenses, certifications, permits, or other authorizations required to operate and to provide healthcare services in compliance with applicable laws and regulations. You represent and warrant that you and your Practice (and all providers affiliated with your Practice) are, and will remain during the term, properly licensed and not excluded from any federal or state healthcare program. You shall immediately notify BRPM in the event of any suspension, revocation, or lapse of any license, certification, or if you or any provider at the Practice is excluded or debarred from Medicare, Medicaid, or any other governmental health program. BRPM is not responsible for obtaining or maintaining any licenses or regulatory approvals required for your operation of your Practice.
8.4 Adherence to Recommendations. You remain responsible for all business and operational decisions relating to your Practice. BRPM may provide advice, recommendations, training, or coaching as part of the Services, but you are not obligated to follow any such recommendation. If you choose not to adhere to BRPM’s recommendations or fail to implement any action items or changes advised by BRPM, you agree that BRPM shall bear no liability for any consequences resulting from such decision. Furthermore, to the extent the effectiveness of the Services is contingent on your implementation of BRPM’s advice or use of provided tools and training, your failure to do so may limit or nullify the benefits of the Services.
8.5 Third-Party Consents and Services. If any Service or Deliverable requires access to or use of any third-party software, system, or service used by your Practice (for example, your electronic health record system, practice management software, or insurance portals), you shall be responsible for obtaining any necessary consents or authorizations to allow BRPM to access and use such systems or services on your behalf. You will provide BRPM with the necessary credentials or supervised access needed to perform the Services. Additionally, if you contract with any third-party service providers whose cooperation is required for BRPM to perform the Services (e.g., an IT provider or billing company), you will facilitate introductions and cooperation between BRPM and such providers as needed.
8.6 Legal and Regulatory Compliance. You acknowledge that you are in the best position to assess and ensure your Practice’s compliance with laws and regulations applicable to your specific healthcare field and locale. While BRPM may provide guidance on regulatory or compliance matters from a business perspective, you should seek qualified legal or compliance counsel for advice on legal requirements. You agree that you will not rely on BRPM for legal or clinical advice. It is your responsibility to review any suggestions or materials provided by BRPM to ensure they meet any specific legal or regulatory requirements that apply to your Practice, and to modify or approve them as necessary with the aid of your counsel or compliance professionals.
9. Service Limitations and Disclaimers
9.1 No Clinical, Coding, or Legal Services. You understand and acknowledge that BRPM is not a healthcare provider, does not practice medicine or dentistry, and will not render any medical, dental, or other clinical services to your patients. Nothing in this Agreement or in the performance of Services by BRPM shall be construed as the offering or practicing of professional healthcare services. All clinical decisions, including patient diagnosis, treatment, and care management, are your sole responsibility and that of your licensed providers. BRPM is also not a medical billing or coding company; BRPM will not assume responsibility for selecting billing codes for services, preparing or submitting insurance claims, or guaranteeing reimbursement. Any assistance provided in areas such as insurance benefits verification or revenue cycle advice is for administrative support only, and you remain responsible for the accuracy of any coding and billing for your Practice. Furthermore, BRPM is not a law firm and does not provide legal services or legal advice. Any information or materials relating to regulatory compliance or other legal-related topics are provided for general informational purposes and should not be relied upon as legal advice. You are encouraged to seek appropriate legal or professional counsel for any matters that may have legal implications.
9.2 No Guaranteed Results. BRPM does not warrant or guarantee that any specific results will be achieved from the Services. For example, BRPM makes no guarantee that your Practice’s revenue will increase, that patient volume will grow, that any particular operational improvement will occur, or that you will achieve any specific business goals as a result of BRPM’s Services. While BRPM will use commercially reasonable efforts and professional expertise to advise and assist your Practice, many factors that affect business outcomes are outside of BRPM’s control. You acknowledge that any decisions you make (including implementing or not implementing BRPM’s suggestions) will impact results, and that any projections or expectations of outcomes are estimates only.
9.3 Third-Party Products and Services. In the course of providing Services, BRPM may recommend or assist you in sourcing or implementing third-party products or services (for example, software tools, marketing services, or specialty consultants). Any such third-party products or services are not provided by BRPM, and BRPM makes no representations or warranties regarding any third-party products/services. Your use of any third-party product or service is governed by your agreement with that third party, and you shall look solely to the third-party provider for any claims or issues arising from its product/service. BRPM will not be responsible for any failure of any third-party tools or services to function as intended.
9.4 Limitation of Regulatory Guidance. BRPM’s services may include providing you with information or templates related to regulatory compliance (such as HIPAA training materials, sample policies, or OSHA checklists). While BRPM endeavors to keep such information up-to-date and accurate, regulatory requirements may change, and such materials are provided for convenience and general guidance. You should review all such materials with your internal compliance personnel or legal advisors to ensure they are appropriate and sufficient for your specific situation. BRPM disclaims liability for any fines, penalties, or liabilities arising from your failure to comply with legal or regulatory requirements. BRPM’s role is to support and educate, but ultimate compliance responsibility rests with you.
9.5 General Disclaimer of Warranties. Except as expressly set forth in this Agreement, BRPM disclaims all warranties, express or implied, with respect to the Services and any Deliverables. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or results to be obtained. The Services, Deliverables, and any other work product are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. BRPM does not guarantee that the Services will be uninterrupted or error-free, or that any errors will be corrected. You assume all risks as to the quality and performance of the Services. No advice or information obtained from BRPM or its personnel shall create any warranty not expressly stated in this Agreement.
10. Limitation of Liability
10.1 No Indirect Damages. To the fullest extent permitted by law, in no event will either party be liable to the other for any indirect, special, consequential, incidental, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption, or cost of substitute services, arising out of or relating to this Agreement or the Services, regardless of the theory of liability (contract, tort, or otherwise) and even if the liable party has been advised of the possibility of such damages. The foregoing exclusion of indirect damages shall apply even if any remedy provided herein fails of its essential purpose.
10.2 Cap on Direct Damages. Each party’s total cumulative liability to the other for any and all claims, losses, or damages arising out of or in connection with this Agreement or the Services (whether in contract, tort (including negligence), or otherwise) shall not exceed the total amount of fees paid (or payable) by you to BRPM under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. The parties acknowledge that this limitation of liability is a material basis for setting the fees and that each party has relied on the inclusion of this provision.
10.3 Exceptions. The limitations and exclusions of liability in this Section 10 shall not apply to: (a) your obligation to pay any fees or expenses due under this Agreement; (b) either party’s liability for willful misconduct or fraud; (c) your liability for any infringement or misappropriation of BRPM’s intellectual property or Confidential Information; or (d) any liability which cannot be limited or excluded by applicable law. Additionally, the exclusion of indirect damages and the cap on liability shall not apply to breaches of Section 5 of this Agreement, relating to confidentiality, or to the indemnification obligations of either party under Section 11, it being understood that a breach of confidentiality or a duty to indemnify may give rise to damages to the other party or to third-party claims that could exceed the contract fees. However, to the extent any liability is not excluded but is subject to an applicable state law that prohibits enforcing a cap for certain wrongful conduct, the cap in Section 10.2 shall apply to the fullest extent permitted (and not at all to the extent disallowed).
10.4 Sole Remedies. Except for the specific remedies expressly provided in this Agreement (including termination rights and indemnification), and without expanding the rights or remedies available to either party under this Agreement, the remedies outlined in this Agreement shall be the parties’ sole and exclusive remedies for any breach of this Agreement or other claim arising out of the Services. The parties acknowledge that this Agreement allocates the risks between BRPM and you as authorized by applicable law, and the pricing of Services reflects this allocation and the limitations of liability.
11. Indemnification
11.1 BRPM’s Indemnification of Client. BRPM shall indemnify, defend, and hold you (and your affiliates, and your and their officers, directors, and employees) harmless from and against any and all third-party claims, actions, suits or proceedings, and all associated losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) to the extent arising out of or relating to: (a) BRPM’s to infringement or misappropriation of any U.S. intellectual property right of a third party; or (b) BRPM’s gross negligence or willful misconduct in the performance of the Services that causes bodily injury or property damage to a third party. This indemnity is conditioned on you: (i) promptly notifying BRPM in writing of any claim for which indemnification is sought (provided that failure to give prompt notice will only relieve BRPM of its indemnification obligations to the extent prejudiced by the delay); (ii) giving BRPM sole authority and control of the defense and settlement of the claim (except that BRPM shall not settle any claim in a manner that admits fault or liability on your part or imposes non-monetary obligations on you without your prior written consent); and (iii) cooperating reasonably with BRPM (at BRPM’s expense) in the defense of the claim. Notwithstanding the foregoing, BRPM shall have no obligation to indemnify you for any claim of infringement or misappropriation to the extent it arises from (A) your misuse or unauthorized modification of any Deliverable; (B) your combination of any Deliverable with other products, services, or data not provided by BRPM (where the infringement would not have occurred but for such combination); or (C) any materials, specifications, or instructions provided by you to BRPM that are used to produce the Deliverable.
11.2 Client’s Indemnification of BRPM. You shall indemnify, defend, and hold harmless BRPM, its affiliates, and their officers, directors, and employees from and against any and all third-party claims, actions, or proceedings, and all associated Losses, to the extent arising out of or relating to: (a) the operation of your Practice or the provision of services to patients by you or your employees (including any claim for malpractice, professional negligence, or any patient injury); (b) any breach by you of your obligations under this Agreement, including any violation of law or regulation by you; (c) any allegation that the data, content, or materials you provided to BRPM (including Client Data) infringe or violate the rights of a third party or have caused harm to a third party; or (d) your gross negligence or willful misconduct. This indemnity is conditioned on BRPM: (i) promptly notifying you in writing of the claim (with the same proviso regarding prejudice as above); (ii) giving you sole control of the defense and settlement (subject to similar limitations on settlements that would adversely affect BRPM without consent); and (iii) cooperating reasonably with your defense (at your expense).
11.3 Indemnification Procedures. The indemnifying party shall keep the indemnified party informed of the status of any claim and shall consider in good faith any reasonable requests by the indemnified party concerning defense strategy. The indemnified party may, at its own cost, participate in (but not control) the defense with counsel of its choosing. If an indemnifying party fails to promptly assume the defense of a claim after written notice, the indemnified party may assume such defense and the indemnifying party will be liable for all reasonable costs incurred in such defense. The indemnification obligations hereunder are independent of any other obligation of the parties set forth in this Agreement and shall survive termination or expiration of this Agreement.
12. Miscellaneous
12.1 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without regard to its conflicts of law principles. In the event of any controversy or claim arising out of or relating to this Agreement or the breach thereof, the parties shall first attempt in good faith to resolve the dispute informally. If that fails, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator or the Washington Arbitration and Mediation Service (“WAMS”), prior to initiating any formal legal action. If mediation does not resolve the dispute, any remaining claims shall be settled by confidential, binding arbitration. The arbitration shall be administered by AHLA’s Alternative Dispute Resolution Service (or, at the option of BRPM, the Washington Arbitration & Mediation Service) in accordance with the applicable arbitration rules. The arbitration shall take place in Snohomish County. The arbitrator(s) shall have experience in commercial contracts and, if applicable, healthcare law. Judgment upon the arbitration award may be entered in any court having jurisdiction. Each party expressly waives its right to a trial by jury or to have any dispute resolved in court to the maximum extent permitted by law. Notwithstanding the foregoing, either party may seek interim or permanent injunctive relief or other equitable remedy from a court of competent jurisdiction to prevent unauthorized use or disclosure of its Confidential Information or infringement of its intellectual property rights, without breaching this arbitration agreement and without any requirement to post a bond.
12.2 Venue and Jurisdiction. To the extent that any dispute is not subject to arbitration under Section 12.1 (for example, a suit for injunctive relief or enforcement of an arbitral award), the parties agree that such action shall be brought exclusively in the state or federal courts in Washington State. Each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection based on forum non conveniens or lack of jurisdiction. In any action permitted by this Section, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in addition to any other relief granted.
12.3 Force Majeure. Neither party shall be liable for, or be deemed to be in breach of this Agreement as a result of, any delay or failure to perform its obligations (except for payment obligations) due to causes beyond its reasonable control. Such causes include, but are not limited to, natural disasters, fire, flood, epidemic or pandemic, acts of God, war, terrorism, civil unrest, strikes or labor disputes, power or communication failures, government actions or orders, or other force majeure events. The party affected by such an event shall promptly notify the other party of the occurrence and likely duration of the force majeure condition. The performance of the affected obligation shall be suspended for the duration of the condition, and the timeframe for performance shall be extended by a period equal to the period of delay. If a force majeure event persists for more than thirty (30) days, either party may terminate this Agreement or any affected Proposal upon written notice to the other without further liability (except that you will remain responsible for fees for Services already performed).
12.4 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder to any third party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, you may assign this Agreement in its entirety, without consent, to (i) an affiliate, or (ii) a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity, provided that your assignee agrees in writing to be bound by all terms of this Agreement and the assigning party provides prompt written notice to the other party of the assignment. Any attempted assignment in violation of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement, and no person or entity who is not a party shall have any rights under this Agreement.
12.5 Entire Agreement; Amendment. This Agreement, including any Proposals executed hereunder, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications (whether oral or written) between the parties regarding the same subject matter. Each party acknowledges that it has not relied on any representation or warranty not expressly stated in this Agreement. No amendment or modification of this Agreement shall be effective unless in writing and signed (including electronically) by authorized representatives of both parties.
12.6 No Waiver. The failure of either party to enforce any provision of this Agreement or to require performance by the other party of any provision shall not be construed as a present or future waiver of such provision, nor in any way affect the validity of this Agreement or any part hereof, nor the right of the waiving party to enforce each and every provision thereafter. An effective waiver must be in writing and signed by the party waiving its right. No waiver of any term or condition of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term or condition.
12.7 Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to effect the parties’ intent, or if incapable of such enforcement, shall be deemed severed from this Agreement. The remaining provisions of this Agreement will remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it valid and enforceable, reflecting as closely as possible the original intent of the parties.
12.8 Notices. Any notice, request, consent, approval, demand or other communication (collectively, “Notice”) required or permitted under this Agreement shall be in writing and shall be delivered: (a) by hand or reputable overnight courier (with confirmation of delivery); or (b) by email with read receipt requested (provided that a copy of the notice is also sent by one of the other methods within one business day). A Notice shall be deemed to have been given when delivered (if by hand), on the next business day after deposit with an overnight. courier, or on the date of email transmission if sent within normal business hours (or the next business day if sent after business hours or on a non-business day), provided that proper confirmation of transmission or delivery can be shown. Notices shall be sent to the addresses or email contacts specified by the parties in the applicable Proposal or otherwise on record. Either party may update its notice contact information by giving Notice to the other party in accordance with this Section.
12.9 Construction; Headings. The headings of sections and subsections in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision. Including means “including without limitation,” whether or not so stated. This Agreement shall be deemed to be jointly drafted by the parties, and no provision shall be construed against either party as the drafter. The Parties each acknowledge that they have had the opportunity to consult with their respective legal counsel concerning this Agreement, and any rule of construction or interpretation that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.
12.10 Counterparts and Electronic Acceptance. Execution of a Proposal referencing this Agreement shall constitute execution and acceptance of this Master Services Agreement, to the same extent as if you had physically signed this Agreement. This Agreement may be updated by BRPM from time to time; however, no update shall apply to you unless and until you assent to it in writing or by executing a new Proposal that expressly incorporates the updated version. The current version of this Agreement shall be made available at www.blackrosepm.com/master-services-agreement for reference.