Practice Formation and Management Agreement

Download the agreement (DOCX) for execution.

This Practice Formation and Management Agreement (this "Agreement"), dated ____________, __ (the "Effective Date"), is between NoBackOffice Inc., a Delaware corporation ("NoBackOffice"), and ____________________, a licensed practitioner ("Practitioner") (each, a "Party," and collectively, the "Parties").

Recitals

WHEREAS, NoBackOffice provides administrative, operational, and back-office support services to healthcare practitioners, including assistance with the formation, maintenance, and operation of professional practices;

WHEREAS, Practitioner desires to retain NoBackOffice to provide such services in connection with Practitioner's professional practice;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Services

1.1 Scope

NoBackOffice will provide practice formation and ongoing management services as described in Exhibit A or as otherwise agreed in writing (the "Services"), which may include entity formation and registration; credentialing and payor enrollment; license and certification tracking; document management; vendor and address coordination; legal, tax, or accounting advice (through appropriately licensed personnel); and general administrative support.

1.2 Non-Clinical Role

Practitioner retains sole authority over all clinical, professional, and licensure-dependent decisions. Nothing herein permits NoBackOffice to engage in the corporate practice of medicine or nursing, to interfere with Practitioner's independent professional judgment, or to share in professional fees in violation of law. Any legal, tax, or accounting advice will be rendered through appropriately licensed personnel and may be governed by a separate engagement letter.

1.3 Setup Fee Refund

NoBackOffice will refund the two thousand U.S. dollar ($2,000) practice setup fee if either of the following occurs: (a) if Practitioner's practice accepts insurance, within the first six (6) months after Practitioner is initially credentialed with an insurance payor through the Services, fewer than twenty (20) unique prospective patients are referred to, or otherwise contact or reach out to, Practitioner's practice seeking Practitioner's professional services; or (b) if Practitioner's practice does not accept insurance, within the first six (6) months after the practice opens for business (defined as the later of (1) the date the practice entity is formed and (2) the date the first patient appointment slot is bookable), fewer than twenty (20) unique prospective patients are either (i) referred to the practice by NoBackOffice, or (ii) reach out to the practice on their own initiative seeking Practitioner's professional services. In either case, the foregoing thresholds apply regardless of whether Practitioner ultimately accepts, schedules, or treats the prospective patient. The refund is conditioned on Practitioner, throughout the applicable six-month period and as of the date of the refund request, (x) holding all required professional licenses in good standing, without suspension, revocation, restriction, or pending disciplinary action, and (y) not being the subject of any pending lawsuit or criminal charge. Practitioner must request the refund in writing within thirty (30) days following the end of the applicable six-month period; failure to do so waives the refund.

2. Practitioner Information and Documents

2.1 Submission

Practitioner will provide to NoBackOffice the information and documents reasonably required for the Services, together with any updates, including, but not limited to, the following (collectively, "Practitioner Information"):

• Home and mailing address, legal name, date of birth, Social Security Number, and payment information (bank account and/or credit card);
• Government-issued photo identification (driver's license and/or passport);
• Curriculum vitae (CV) or resume;
• Diploma(s) and/or final transcripts;
• Registered Nurse (RN) license, if applicable;
• State professional license(s), as applicable to Practitioner, including Nurse Practitioner license (with any prescriptive or furnishing authority designation) or Physician and Surgeon (MD or DO) license;
• Specialty certifications and post-graduate training credentials (e.g., board certification, residency or fellowship completion certificates), as applicable;
• NPI Type 1 (individual);
• NPI Type 2 (organization), as applicable to the practice entity;
• DEA registration number;
• CAQH ProView ID;
• Malpractice insurance information, forms, and credentials;
• Hospital privileges or admitting arrangement letter (if applicable);
• Any collaborative practice agreement, supervision agreement, standardized procedures, or similar clinical authorization document required by applicable state law;
• Entity formation, governance, and state filing documents (e.g., Articles of Incorporation or Articles of Organization, Bylaws or Operating Agreement, and any required statements of information or annual reports), as applicable;
• EIN and IRS confirmation letter;
• Federal and state tax forms applicable to Practitioner or the practice;
• Address, phone, and fax for each practice location, plus remit-to address(es) if different;
• Website domain and access credentials.

2.2 Accuracy

Practitioner represents and warrants that all Practitioner Information provided is true, accurate, complete, and current, and Practitioner will promptly notify NoBackOffice of any material change. Practitioner is solely responsible for the legal consequences of submitting false, misleading, or outdated information.

2.3 License to Use

Practitioner grants NoBackOffice a limited, non-exclusive, non-transferable license to access, store, copy, and transmit Practitioner Information solely as necessary to provide the Services and as authorized under Section 4.

3. Confidentiality and Data Protection

3.1 Confidentiality

NoBackOffice will treat Practitioner Information as strictly confidential and will not disclose, sell, license, publish, or otherwise make it available to any third party, or publicly disclose it, without Practitioner's prior written consent, except as permitted in Section 3.2.

3.2 Permitted Disclosures

Notwithstanding Section 3.1, NoBackOffice may disclose Practitioner Information (a) to its employees, contractors, and service providers who have a need to know in connection with the Services and who are bound by written confidentiality obligations no less protective than those herein; (b) to third parties expressly authorized in writing by Practitioner, including payors, credentialing bodies, and government agencies, in connection with the Services; (c) as required by law, subpoena, or court order, provided that NoBackOffice gives Practitioner prompt written notice (to the extent legally permitted); and (d) as reasonably necessary to enforce this Agreement.

3.3 Safeguards

NoBackOffice will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Practitioner Information from unauthorized access, use, alteration, or disclosure, consistent with applicable law. Without limiting the foregoing, NoBackOffice will ensure that any payment information (including bank account and credit card data) is submitted, processed, and stored exclusively through a secure, encrypted payment platform that complies with industry-standard security protocols, including, where applicable, the Payment Card Industry Data Security Standard (PCI DSS).

3.4 Breach Notification

NoBackOffice will notify Practitioner in writing without undue delay, and within any timeframe required by applicable law, upon discovery of any unauthorized access to or disclosure of Practitioner Information.

4. Authorization to Act

Practitioner authorizes NoBackOffice to use Practitioner Information solely to (a) prepare, execute, file, and renew applications, registrations, and enrollments in connection with the Services; and (b) communicate with payors, licensing boards, government agencies, vendors, and other third parties on Practitioner's behalf. NoBackOffice may not bind Practitioner to any contract or financial obligation without Practitioner's prior written approval.

5. Term and Termination

5.1 Term

This Agreement begins on the Effective Date for an initial term of one (1) year and renews automatically for successive one (1) year terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice.

5.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within fifteen (15) days after written notice of breach.

5.4 Effect of Termination

Upon termination: (a) any amounts owed under a separate order form or engagement letter accrued through termination remain due and payable; (b) NoBackOffice will, within thirty (30) days, return or securely destroy Practitioner Information at Practitioner's written election, except as required by law or for legitimate recordkeeping; and (c) Sections 2.2, 3, 6, 7, 8, 9, 10, and 11 survive termination.

6. Practitioner Representations and Covenants

Practitioner represents and warrants that: (a) Practitioner holds and will maintain in good standing all licenses, certifications, registrations, and insurance required to practice; (b) Practitioner has full authority to enter into this Agreement; (c) performance hereunder does not violate any other agreement or law; and (d) Practitioner will comply with all federal and state laws applicable to Practitioner's practice, including HIPAA, the California Medical Practice Act, and the California Nursing Practice Act, as applicable.

7. Indemnification

7.1 By Practitioner

Practitioner will defend, indemnify, and hold harmless NoBackOffice and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Practitioner's clinical or professional acts or omissions; (b) Practitioner's breach of this Agreement; or (c) inaccurate or misleading Practitioner Information.

7.2 By NoBackOffice

NoBackOffice will defend, indemnify, and hold harmless Practitioner from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to NoBackOffice's gross negligence, willful misconduct, or material breach of Section 3.

8. Disclaimer and Limitation of Liability

8.1 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS." NOBACKOFFICE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 Cap

EXCEPT FOR LIABILITY ARISING FROM (A) NOBACKOFFICE'S BREACH OF SECTION 3, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PRACTITIONER TO NOBACKOFFICE UNDER ANY APPLICABLE ORDER FORM OR ENGAGEMENT LETTER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE THOUSAND U.S. DOLLARS ($1,000) IF NO SUCH AMOUNTS HAVE BEEN PAID.

8.3 Exclusion

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION.

8.4 No Liability for Malpractice

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOBACKOFFICE WILL HAVE NO LIABILITY OF ANY KIND FOR MEDICAL OR PROFESSIONAL MALPRACTICE CLAIMS, OR FOR ANY OTHER CLAIMS, LOSSES, INJURIES, OR DAMAGES ARISING OUT OF OR RELATED TO PRACTITIONER'S CLINICAL OR PROFESSIONAL ACTS OR OMISSIONS, THE PROVISION OF (OR FAILURE TO PROVIDE) CLINICAL CARE, PATIENT OUTCOMES, OR THE EXERCISE OF PRACTITIONER'S PROFESSIONAL JUDGMENT. PRACTITIONER IS SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING APPROPRIATE MALPRACTICE INSURANCE COVERING ALL SUCH CLAIMS. THIS SECTION 8.4 SURVIVES TERMINATION OF THIS AGREEMENT AND IS NOT SUBJECT TO ANY OF THE EXCEPTIONS IN SECTION 8.2.

9. Independent Contractor

NoBackOffice is an independent contractor. Nothing herein creates a partnership, joint venture, employment, agency, or fiduciary relationship, except as set forth in Section 4.

10. Governing Law; Dispute Resolution

This Agreement is governed by California law, without regard to conflicts of law principles. Any dispute that cannot be resolved through good-faith negotiation will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules in Orange County, California; judgment on the award may be entered in any court of competent jurisdiction. The Parties consent to the exclusive jurisdiction of the state and federal courts in Orange County, California for any matter not subject to arbitration. Each Party waives any right to a jury trial and to participate in any class or representative action. Either Party may seek injunctive or equitable relief in court to protect Confidential Information or intellectual property.

11. Miscellaneous

11.1 Entire Agreement

This Agreement, together with all Exhibits, constitutes the entire agreement and supersedes all prior agreements between the Parties on this subject.

11.2 Amendment

Any amendment must be in a writing signed by both Parties.

11.3 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except that NoBackOffice may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

11.4 Notices

Notices must be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses on the signature page.

11.5 Severability

If any provision is held unenforceable, the remainder will continue in full force and effect.

11.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts (including by electronic signature), each of which is an original.

11.7 Force Majeure

Neither Party is liable for delays or failures caused by events beyond its reasonable control.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.