Health Care Commission Registration Form

INSTITUTIONAL HEALTH CARE COMMISSION REGISTRATION & PROFESSIONAL SERVICES AGREEMENT

Document ID: HCC-REG-202X-08A
Effective Date: [Effective Date]
Version: 4.2
Governing Jurisdiction: State of [State] / Federal Health Authority

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This Health Care Commission Registration Form and accompanying Professional Services Agreement (collectively, the "Agreement") constitutes a binding legal instrument governing the official registration, credentialing verification, and professional engagement framework for healthcare providers, institutional entities, and commercial intermediaries interacting with the designated Health Care Commission ("Commission").

Clinical and Jurisdictional Disclaimer: The regulatory standards, reporting obligations, and compliance mandates set forth herein are subject to dynamic federal, state, and local statutory enactments, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the Affordable Care Act (ACA), and applicable state medical practice acts. Execution of this document does not constitute an explicit or implicit waiver of any statutory reporting requirements, nor does it guarantee the issuance of a permanent operating license or commission credential without subsequent administrative review. Parties are advised to retain independent legal counsel specializing in healthcare regulatory compliance prior to execution.

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2. PARTIES & RECITALS

This Agreement is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

1. Commission / Operating Entity:
[Company Full Legal Name], a [State of Incorporation] [Corporation / Limited Liability Company], having its principal place of business located at [Principal Address] (hereinafter referred to as the "Commission" or "Company").

2. Registrant / Counterparty:
[Client Full Legal Name], a [State of Incorporation / Professional Designation] [Corporation / Individual Practitioner / Healthcare Entity], having its principal place of business or practice located at [Principal Address] (hereinafter referred to as the "Registrant" or "Client").

RECITALS

WHEREAS, the Commission is duly authorized to oversee, register, and regulate designated healthcare practitioners, institutional facilities, and administrative intermediaries within its jurisdiction;

WHEREAS, the Registrant desires to formally register with the Commission and/or engage the Commission's professional administrative, regulatory, and operational services as outlined herein; and

WHEREAS, the Parties intend to establish a legally binding framework governing such registration, service delivery, data privacy, fee structures, and regulatory compliance standards;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: SCOPE OF SERVICES & REGISTRATION ENGAGEMENT

1.1 Registration Processing. The Commission agrees to process the Registrant’s official application for health care commission registration, verify submitted credentials, and maintain the Registrant's status within the official Commission registry, subject to the continuous satisfaction of all statutory and administrative prerequisites. 1.2 Professional Services. In addition to registration, the Commission or its designated operational affiliates shall provide the administrative, advisory, and regulatory compliance services detailed in Exhibit A (the "Services"). Any modification, expansion, or reduction of the Services must be executed via a written amendment signed by authorized representatives of both Parties. 1.3 Registrant Obligations. The Registrant shall promptly furnish all accurate documentation, professional licenses, malpractice insurance certificates, and background disclosures requested by the Commission. The Registrant warrants that all information provided during the registration process is true, complete, and correct in all material respects.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Fee Structure. In consideration for the registration processing and the performance of the Services, the Registrant shall pay to the Commission the total sum of [Amount in USD] USD (the "Registration and Service Fees"), payable in accordance with the milestones set forth in Exhibit B. 2.2 Invoicing & Payment Schedule. The Commission shall issue formal invoices to the Registrant upon the occurrence of designated milestones or on a recurring periodic basis. All invoices are due and payable within thirty (30) calendar days of the invoice issuance date (Net 30), unless otherwise specified in writing. 2.3 Late Payment & Interest. Any undisputed invoice amount not received by the Commission by the applicable due date shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable state law, calculated from the date due until the date paid in full. The Commission reserves the right to suspend registration status and withhold Services upon ten (10) business days' written notice of overdue accounts. 2.4 Disputed Invoices. If the Registrant disputes any portion of an invoice in good faith, the Registrant shall pay the undisputed portion and notify the Commission in writing within fifteen (15) days of receiving the invoice, detailing the specific grounds for the dispute. The Parties shall negotiate in good faith to resolve the dispute within thirty (30) days.

SECTION 3: TERM & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Number of Years, e.g., one (1) year], expiring on [Expiration Date], unless earlier terminated in accordance with the provisions of this Section 3 (the "Initial Term"). Upon expiration, this Agreement may be renewed for successive one-year terms (each a "Renewal Term") upon mutual written agreement of the Parties at least sixty (60) days prior to expiration. 3.2 Termination for Convenience. Either Party may terminate this Agreement, with or without cause, by providing ninety (90) days' advance written notice to the other Party. 3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) Materially breaches any representation, warranty, or operative clause of this Agreement and fails to cure such breach within thirty (30) calendar days after receipt of written notice detailing the breach; (b) Files a petition for bankruptcy, is adjudicated bankrupt, makes an assignment for the benefit of creditors, or suffers the appointment of a receiver for all or substantially all of its assets; or (c) Loses, surrenders, or has revoked any professional license, accreditation, or statutory authority required to perform its obligations under this Agreement. 3.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) The Registrant’s active commission registration status shall be suspended or revoked in accordance with Commission administrative rules; (b) The Registrant shall immediately remit payment for all earned, unbilled fees and approved expenses incurred up to the effective date of termination; and (c) Sections 4, 5, 6, 7, 8, and 9 shall survive any expiration or termination of this Agreement indefinitely or for the maximum period permitted by law.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Commission IP. All proprietary software, databases, regulatory frameworks, compliance manuals, trademarks, and documentation provided, utilized, or developed by the Commission in connection with the Services (collectively, the "Commission IP") shall remain the exclusive, sole property of the Commission. Nothing in this Agreement shall be construed to grant the Registrant any ownership rights in the Commission IP. 4.2 Work Made for Hire. Any custom reports, analytics, or deliverables explicitly commissioned and created by the Commission exclusively for the Registrant under this Agreement (the "Deliverables") shall, to the maximum extent permitted by law, be deemed "works made for hire" under the United States Copyright Act. To the extent any Deliverable does not qualify as a work made for hire, the Commission hereby assigns, transfers, and conveys to the Registrant all right, title, and interest in and to such Deliverable, excluding any underlying Commission IP embedded therein. 4.3 License Grant. The Commission grants the Registrant a limited, non-exclusive, non-transferable, revocable license to access and use the Commission IP solely to the extent necessary to utilize the registration status and receive the Services during the active term of this Agreement.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, visually, or in writing, including but not limited to business operations, financial data, regulatory filings, proprietary algorithms, client lists, and Protected Health Information (PHI) regulated under HIPAA. 5.2 Obligations of Confidentiality. The Receiving Party shall: (a) Protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than a reasonable standard of care; (b) Not disclose the Confidential Information to any third party, except to its directors, officers, employees, legal counsel, and financial advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein; and (c) Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. 5.3 Exclusions. Confidential Information shall not include information that: (a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party; (b) Was already in the rightful possession of the Receiving Party prior to disclosure without an obligation of confidentiality; (c) Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information; or (d) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (where legally permissible) to enable the Disclosing Party to seek a protective order. 5.4 HIPAA Compliance. The Parties acknowledge that certain information exchanged pursuant to this Agreement may constitute PHI. The Parties agree to execute a Business Associate Agreement (BAA) concurrently with this Agreement, the terms of which are incorporated herein by reference.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that: (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) It has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement; and (c) The execution and performance of this Agreement do not violate any applicable law, regulation, charter document, or material contract to which it is a party. 6.2 Registrant Warranties. The Registrant specifically represents and warrants that: (a) All credentials, licenses, certifications, and background disclosures submitted to the Commission are authentic, unrevoked, and accurate; (b) It shall maintain professional liability (malpractice) insurance in amounts customary for its healthcare practice, but in no event less than [$1,000,000] per occurrence and [$3,000,000] in the aggregate, throughout the term of this Agreement; and (c) It shall comply with all applicable local, state, and federal healthcare laws, regulations, and ethical standards. 6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMMISSION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO THE REGISTRATION SERVICES OR COMMISSION IP.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. (a) Wife/Consequential Damages: Neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, or business interruption, arising out of or in connection with this Agreement, even if advised of the possibility of such damages. (b) Liability Cap: The aggregate cumulative liability of either Party arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be strictly limited to the total amount of fees actually paid by the Registrant to the Commission under this Agreement during the twelve (12) month period immediately preceding the event giving rise to liability. 7.2 Indemnification by Registrant. The Registrant agrees to defend, indemnify, and hold harmless the Commission, its commissioners, officers, directors, employees, agents, and successors from and against any and all third-party claims, liabilities, losses, damages, judgments, penalties, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Any material breach of this Agreement by the Registrant or its personnel; (b) Any professional malpractice, negligence, or willful misconduct by the Registrant in the provision of healthcare services; or (c) Any misrepresentation of credentials or regulatory status submitted by the Registrant. 7.3 Indemnification by Commission. The Commission agrees to defend, indemnify, and hold harmless the Registrant from and against any third-party claims, liabilities, losses, and expenses arising out of the Commission’s gross negligence or willful misconduct in the administration of the registration process.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the designated senior executives of each Party shall attempt in good faith to resolve such dispute through direct business negotiations for a period of thirty (30) days from receipt of written notice of the dispute. 8.2 Binding Arbitration. If the dispute is not resolved through negotiation within thirty (30) days, the dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. (a) The place of arbitration shall be [City, State]. (b) The arbitration shall be conducted by a single neutral arbitrator appointed in accordance with AAA rules. (c) The language of the arbitration shall be English. (d) The award rendered by the arbitrator shall be final and binding, and judgment upon the award may be entered in any court having competent jurisdiction. 8.3 Injunctive Relief. Nothing in this Section 8 shall prevent either Party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information pending the constitution of the arbitral tribunal.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of [State], without regard to its conflict of laws principles. 9.2 Jurisdiction. Subject to Section 8, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located within [County] County, [State], for any legal action, suit, or proceeding arising out of or relating to this Agreement.

SECTION 10: MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. 10.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by electronic mail (PDF) or digital signature platform (e.g., DocuSign) shall be effective as manual delivery of an original executed counterpart. 10.3 Entire Agreement. This Agreement, together with any attached Exhibits and the BAA, constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 10.4 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, national emergency, revolution, pandemic, epidemic, embargoes, or government action, provided that the affected Party uses diligent efforts to resume performance as soon as practicable. 10.5 Assignment. Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement, voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any purported assignment in violation of this section shall be null and void ab initio.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this institutional Health Care Commission Registration & Professional Services Agreement to be duly executed by their respective authorized signatories, effective as of the Effective Date written above.

FOR [COMPANY FULL LEGAL NAME] (THE COMMISSION):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Executive Director / General Counsel]
Company: [Company Full Legal Name]
Date: [Date]

FOR [CLIENT FULL LEGAL NAME] (THE REGISTRANT):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Partner / Chief Medical Officer]
Company: [Client Full Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word/Google Docs):

   • Open the agreement template in Microsoft Word or Google Docs.
   • Utilize the Find and Replace function to locate all bracketed placeholders (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) and input the exact legal, financial, and operational data corresponding to the transaction.
   • Ensure all Exhibit references (Exhibits A and B) are fully populated with exact service descriptions and milestone payment schedules.

2. Signatory Authority Verification:

   • Verify that the individuals executing the agreement on behalf of both the Commission and the Registrant hold verified corporate authority (e.g., Corporate Resolution, Operating Agreement, or Power of Attorney) to bind their respective legal entities.

3. Digital Execution (DocuSign / Adobe Sign):

   • Upload the finalized agreement to an enterprise-grade digital signature platform (e.g., DocuSign, Adobe Sign).
   • Route the document sequentially: first to the Registrant's authorized signatory, and subsequently to the Commission’s authorized signatory.
   • Ensure audit trailing, IP address logging, and cryptographic timestamping are enabled on the signing platform.

4. Post-Execution Record Retention:

   • Upon final execution, generate the Certificate of Completion from the digital signature platform.
   • Securely store the executed PDF agreement, the BAA, and the execution audit trail within the institutional contract repository and the Commission’s regulatory registry database.
   • Retain all records for a minimum of seven (7) years, or longer if required by applicable state healthcare regulations and federal statutory audit mandates.