1. Scope of Services
The Service Provider shall provide one (1) dedicated Healthcare Operations Coordinator supporting the Client’s Practice or Office Manager. The Coordinator keeps priorities organized, patient follow-ups moving, and daily coordination on track across the Client’s healthcare workflows, in accordance with the Client’s systems, service standards, and approval direction.
Representative activities include patient communication, request and intake handling, eligibility tracking, provider coordination, document maintenance, follow-up on open items, and department-level reporting. The specific department, workflows, and service windows shall be confirmed during onboarding.
2. Specialist Assignment & Personnel Replacement
The engagement is entered into with 5Keys Business Solution and not with any specific individual. The Service Provider recruits, supervises, trains, compensates, and manages assigned personnel, and may replace, reassign, or supplement a similarly qualified resource due to resignation, leave, performance, workload balancing, or business-continuity needs. Nothing herein creates an employer-employee relationship between the Client and any assigned personnel.
3. Delivery Standards & Operating Rhythm
The Service Provider shall use commercially reasonable efforts to meet agreed response and turnaround standards during the agreed service window, maintain daily and weekly reporting, and follow the Client’s escalation rules. The Client acknowledges that delayed instructions, approvals, or system access may affect completion timelines.
4. Fees, Advance Payment & Security Deposit
The Client agrees to pay $1,200 per month for the services described in Clause 1. Prior to commencement, the Client shall pay one (1) month in advance plus one (1) month security deposit. The security deposit is applied to the final month of service upon valid termination, provided all balances are paid and the Client has complied with this Agreement.
5. Invoicing, Late Payment & Suspension
Fees are billed in advance and due on or before the agreed billing date. If payment is delayed, the Service Provider may pause services, restrict system access, and withhold deliverables until balances are settled. Timelines paused by delayed payment shall not be deemed a breach by the Service Provider.
6. Client Cooperation & System Access
The Client shall provide timely instructions, defined workflows, and secure access to the healthcare management systems required to perform the services (for example, the Client’s EMR/PMS such as Athena, Kareo, WebPT, or equivalent), along with communication channels and approvals. The Service Provider is not responsible for delays or impacts caused by missing information, delayed approvals, restricted access, or incomplete Client-supplied materials.
7. Licensing Boundaries & Professional Responsibility
The Service Provider provides administrative, coordination, and operational support only. The Service Provider is not a licensed medical provider, attorney, or accountant, and does not provide licensed clinical services, medical advice, legal advice, or any service requiring a professional license. All clinical decisions, patient care plans, medical determinations, financial/accounting decisions, and final authority remain solely with the Client and the Client’s licensed professionals. Assigned specialists act only within Client-defined, approved workflows.
8. Patient Data, PII & HIPAA Compliance
The Service Provider shall handle patient and applicant personal information, payment-related data, and medical records with strict confidentiality and use commercially reasonable safeguards. The parties acknowledge their respective obligations under applicable privacy laws; the Client remains responsible for overall compliance determinations and approved language. Confidentiality obligations survive termination.
9. Performance Expectations & No Outcome Guarantee
The Service Provider shall use commercially reasonable efforts to maintain records, move items forward, and support coordination. The Service Provider does not guarantee specific patient outcomes, insurance reimbursement rates, prior-authorization timelines, or other results dependent on third parties or the Client.
10. Scope Boundaries & Additional Work
Services are limited to the department(s), workflows, and service window agreed in writing. Additional departments, extended hours, or materially increased volume may require separate written approval and may be billed at prevailing rates. Third-party software subscriptions, clearinghouse fees, and payer fees remain the financial responsibility of the Client.
11. Confidentiality & Data Security
Each party shall maintain the confidentiality of the other’s proprietary, operational, financial, patient, and strategic information, and use commercially reasonable safeguards to protect electronic information. These obligations survive termination of this Agreement.
12. Intellectual Property
Client-supplied data, records, and patient materials remain the property of the Client. The Service Provider retains ownership of its pre-existing systems, templates, SOPs, dashboards, workflows, automations, and operating methods. Finalized deliverables created specifically for the Client belong to the Client upon full payment.
13. Non-Solicitation & Non-Circumvention
During the term and for twelve (12) months following termination, the Client shall not directly or indirectly solicit, hire, or contract with any personnel introduced or assigned by the Service Provider without prior written consent, whether directly or through a third party.
14. Independent Contractor & Non-Exclusivity
The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employer-employee relationship. This is a non-exclusive engagement; the Service Provider may serve other clients provided no confidential Client data is misused or shared.
15. Limitation of Liability
To the fullest extent permitted by law, the Service Provider shall not be liable for indirect, incidental, consequential, special, or punitive damages, lost revenue, or business interruption. The Service Provider’s total aggregate liability shall not exceed the fees actually paid by the Client during the three (3) months immediately preceding the claim.
16. Term & Termination
This Agreement operates on a month-to-month basis unless otherwise agreed in writing. Either party may terminate with not less than thirty (30) days’ written notice. The Service Provider may suspend or terminate immediately for non-payment, material breach, misuse of personnel, unauthorized solicitation, or confidentiality breach.
17. Dispute Resolution & Arbitration
The parties shall first attempt to resolve any dispute through good-faith negotiation. Unresolved matters shall be submitted to binding arbitration in a mutually agreed jurisdiction, except where injunctive relief is necessary to protect confidential information.
18. Force Majeure
Neither party is liable for delay or failure in performance caused by events beyond reasonable control, including internet or platform outages, power failures, natural disasters, or civil unrest.
19. Electronic Signatures
This Agreement may be executed electronically. The parties agree that electronic signatures and electronically generated records have the same legal effect as handwritten signatures to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act.