This Master Services Agreement (“Agreement”) governs the provision of professional credentialing services and applies to any engagement where these services are referenced, without requiring explicit mention of the parties each time, unless otherwise specified. By engaging with or benefiting from these services, both the client and Prime Credential LLC acknowledge and accept the terms of this Agreement.

1.0 Agreement Term

1.1 The term of this Agreement begins on the start date specified in the Client Services Agreement and continues for the agreed duration, unless terminated earlier under the conditions outlined herein.

1.2 The Agreement may be extended by mutual written consent of both parties.

1.3 If the client approves an extension of the Agreement term, Prime Credential LLC may either agree to the extension or provide written notice of non-acceptance at least 30 days before the existing term expires. Failure to provide such notice will be deemed as agreement to the extension, provided services continue uninterrupted.

1.4 All references to the term of this Agreement include any agreed extensions or automatic renewals.

2.0 Authorized Representatives

2.1 The authorized representative for the Client is as specified in the Client Services Agreement and will be responsible for administering this Agreement on behalf of the Client.

2.2 The authorized representative for Prime Credential LLC is as specified in the Client Services Agreement or communicated at the time of engagement.

2.3 Any changes to the designated representatives will only occur through advance written notice to the other party.

3.0 Services to be Performed

3.1 Contractor shall provide credentialing services to Client, and the scope of Contractor’s duties shall include the following specific duties and responsibilities:

1. a) Collect and verify healthcare provider credentials
2. b) Maintain credentialing database
3. c) Assist with payer enrollment
4. d) Monitor license expiration dates and manage recredentialing upon receipt of the applicable payer notice, request, or other written instruction from the Client.
5. e) Prepare credentialing packets for review
6. f) Liaison with healthcare facilities and payers
7. g) Perform the contracted services in accordance with applicable regulations and standards relevant to those services.

Recredentialing Communications and Monitoring. Prime Credential is not responsible for independently identifying payer-specific recredentialing requests, deadlines, cycles, or status changes when the applicable payer sends the communication directly to the Client. The Client must promptly forward all such communications to Prime Credential. Upon receipt, Prime Credential will perform the applicable recredentialing services.

3.2 Contractor shall provide Client with the necessary consultation and credentialing services by staff qualified to perform the tasks at the least costly billing category. Contractor shall assign only competent personnel to perform services under this Agreement. In the event Client, in its sole discretion, at any time during the term of this Agreement desires the removal of any person assigned by Contractor to perform services pursuant to this Agreement, Contractor shall remove such person immediately upon receiving written notice from Client of its desire for removal of such person.

3.3 Contractor’s credentialing services shall include, but not be limited to any and all activity reasonably necessary to represent Client’s interest in a professionally competent manner. All activity shall be reviewed with and authorized by Client on an ongoing basis.

3.4 Contractor shall provide verbal and/or written reports as may be reasonably requested by Client, and as necessitated by the conduct of credentialing activities.

3.5 Contractor shall meet with Client upon request.

3.6 Contractor shall consult with Client on the retention of any consultant or expert to assist with any individual credentialing case assigned to Contractor.

3.7 Contractor shall consult with Client on strategic decisions related to credentialing processes.

3.8 Contractor shall advise Client in advance of any mandatory or voluntary audits, site visits, or other significant events related to credentialing.

3.9 Contractor shall provide Client with timely advice of all significant developments arising during the performance of services under this contract.

3.10 Contractor shall provide Client with copies of all significant correspondence and documentation related to credentialing activities.

3.11 Contractor shall devote such time to the performance of services pursuant to the Agreement as may be reasonably necessary for the satisfactory performance of Contractor’s obligations under this Agreement.

3.12 Contractor shall maintain books, records, files, and other documentation related to the performance of services under this Agreement for a minimum of seven (7) years following the termination of this Agreement. However, access to such records by the Client or its authorized representatives shall be granted only under the following conditions:

• Pre-Approval Requirement: Any audit request must be submitted in writing with at least 60 days’ notice, specifying the purpose and scope of the audit.
• Limited Scope: The Contractor reserves the right to redact or withhold any proprietary, sensitive, or non-relevant information, including employee compensation, pricing strategies, and operational methods.
• Non-Disruption Clause: The audit shall be scheduled at a mutually convenient time to avoid disrupting Contractor’s operations.
• Third-Party Auditors: The Client may only engage independent auditors who sign non-disclosure agreements with the Contractor prior to access.
• Cost-Sharing: The Client shall bear all costs related to the audit, including the Contractor’s reasonable expenses incurred in preparing and facilitating the audit.

3.13 If discrepancies are identified through the audit process, the parties shall meet in good faith to resolve the issue. Any unresolved disputes shall be handled in accordance with the dispute resolution process outlined in this Agreement.

3.14 Client’s supervising representative shall be as specified in the Client Services Agreement, or a designee of Client.

3.15 Acceptance by Client of work performed under this Agreement does not operate as a release of Contractor from responsibility for the work performed.

3.16 Contractor understands and agrees that the services and scope of work to be performed under this Agreement can and will be performed in a timely manner, consistent with the requirements and standards established by applicable federal, state and local laws, ordinances, regulations, resolutions and industry best practices, including but not limited to standards set by the National Committee for Quality Assurance (NCQA), Joint Commission, and other relevant accrediting bodies.

3.17 Contractor shall perform all services required under this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged. All products delivered to Client by Contractor under this Agreement shall be prepared in a quality, professional manner and shall conform to the standards and quality normally observed by a person practicing in Contractor’s profession and area of expertise.

3.18 Contractor represents and warrants to Client that Contractor, and all of Contractor’s employees and agents, have all licenses, permits, qualifications, and approvals of whatsoever nature which are necessary and legally required to perform the duties, responsibilities, and services contracted for in the Agreement. Contractor represents and warrants to Client that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits and approvals legally required for Contractor and Contractor’s staff to practice at the time the services are performed.

3.19 Contractor shall, at Contractor’s sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services according to this Agreement, except as otherwise provided in this paragraph. Client shall furnish Contractor only those facilities, equipment, and other materials, and shall perform only those obligations listed in this Agreement.

3.20 If credentialing-related hearings or administrative proceedings ensue which relate to the subject matter of Contractor’s services under the Agreement, upon request, Contractor agrees to testify at a reasonable and customary fee.

4.0 Consideration

4.1 Client shall pay Contractor for Contractor’s services at the rates specified in the Client Services Agreement.

4.2 Except as expressly provided in this Agreement, Contractor shall not be entitled to, nor receive from Client, any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement. Specifically, but without limitation, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays, or other paid leaves of absence of any type or kind whatsoever.

4.3 Client will not withhold any Federal or State income taxes or Social Security tax from any payments made by Client to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. Client has no responsibility or liability for payment of Contractor’s taxes or assessments.

4.4 Contractor shall provide Client with invoices for payment of services under this Agreement in the form and manner directed by Client, and consistent with the record-keeping specificity required by the credentialing industry.

5.0 Independent-Contractor Status

5.1 It is expressly understood that in the performance of the services herein, Contractor, and Contractor’s agents and employees, shall act in an independent capacity as an independent contractor and not as officers, employees or agents of Client. Contractor, and Contractor’s agents and employees are and at all times during the term of this Agreement shall represent and conduct themselves as independent contractors and not as employees of Client.

5.2 Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of Client. Except as expressly provided in this Agreement, Contractor has no express or implied authority or responsibility to exercise any rights or power vested in the Client, nor to bind Client to any obligation whatsoever.

5.3 If, in the performance of this agreement, any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging, or any other term of employment or requirements of law shall be determined by Contractor.

5.4 It is understood and agreed that as an independent contractor, and not as a Client employee, neither Contractor, nor Contractor’s assigned personnel shall have any entitlement as a Client employee, any right to act on Client’s behalf in any capacity whatsoever as an agent, or to bind Client to any obligation whatsoever.

5.5 It is further understood and agreed that Contractor must issue W-2 forms or 1099 forms, and/or any and all other forms as required by law for income and employment tax purposes for all of Contractor’s assigned personnel under the terms and conditions of this Agreement.

5.6 As an independent contractor, Contractor hereby indemnifies and holds Client harmless from any and all claims that may be made against Client based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

5.7 At all times during the term of this Agreement, Contractor shall be responsible for Contractor’s own operating costs and expenses in connection with performance of services under this Agreement. Client shall have the right to control Contractor only insofar as the results of Contractor’s services rendered under this Agreement. Client shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement.

6.0 Ownership of Information and Work Product

6.1 All professional and technical information developed under this Agreement, all reports, information, related data, work sheets, work product, findings, and conclusions furnished under this Agreement (“Work Product”) become the property of Client, shall be confidential until Client makes the Work Product available for public inspection, and shall not be made available by Contractor to any person or entity, or published by Contractor without the prior written authorization of Client.

6.2 Contractor agrees to deliver reproducible copies of such documents to Client on completion of Agreement services.

7.0 Assignability

7.1 The parties recognize that a substantial inducement to Client for entering into this Agreement is the reputation and competence of Contractor. Neither this Agreement, nor any part, may be assigned by Contractor without Client’s written approval.

7.2 Contractor may use employees, independent contractors, subcontractors, and service providers in performing the services, provided Contractor remains responsible for their performance and requires them to comply with applicable confidentiality and data-security obligations.

7.3 Any attempted or purported assignment or subcontracting by Contractor of any right or obligation under this Agreement without written approval shall be void and of no legal effect.

8.0 Amendment, Modification and Waiver

8.1 No amendment, modification or waiver of any provision of this Agreement is effective unless made in writing, signed by all the parties, and then is effective only for the period, on the condition, and for the specific instance for which it is given.

8.2 A waiver by any party of any breach of any term, covenant or condition of this Agreement, or a waiver of any right or legal or equitable remedy available shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of the Agreement or of any continued or subsequent right to the same right or remedy. No party shall be deemed to have made any such waiver unless it is in writing and signed by the waiving party.

9.0 Insurance

9.1 During the term of this Agreement, Contractor shall maintain in full force and effect the following types of insurance:

9.1.1 Professional Liability Insurance (Errors & Omissions) with a minimum limit of $1,000,000 per claim with a maximum deductible or self-insured retention of $10,000.

If this insurance is on a Claims Made form:

1. The “retroactive date” must be shown, and must be before the date of the contract or the beginning contract work.
2. If coverage is canceled or non-renewed and not replaced with another claims made policy form with a “retroactive date” prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of 12 months after completion of contract work.
3. A copy of the claims reporting requirements must be submitted to the Client for review.

9.1.2 Commercial General Liability Insurance on an occurrence form basis with a minimum limit of $1,000,000 per occurrence and $2,000,000 annual aggregate for bodily injury, personal injury and property damage.

9.1.3 Workers’ Compensation insurance as required by the State of Florida and Employer’s Liability insurance with a minimum limit of $1,000,000 per accident for bodily injury or disease.

9.2 Certificates of Insurance, as evidence of the above-mentioned coverages in force during the term of the Agreement, shall be filed with Client either prior to or concurrent with the execution of this Agreement and 10 days prior to their expiration dates. The commercial general liability insurance policy shall contain an endorsement naming the Client, as specified in the Client Services Agreement, its officers, officials, employees, and volunteers as additional insureds. The policy shall specifically state that Contractor’s coverage shall be primary, that the Client’s insurance shall be excess of Contractor’s insurance, and shall not contribute with it. All policies shall provide written notice to Client in the event of cancellation or diminution of limits.

9.3 Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII.

9.4 It is understood and agreed that failure to obtain or retain the requisite insurance during the term of this Agreement will result in termination of the Agreement.

10.0 Indemnification

10.1 Each party shall be solely responsible for negligent or wrongful acts or omissions of its representatives, agents, or employees occurring in the performance of this Agreement. Neither party shall seek contribution from the other unless explicitly set forth herein.

10.2 If either party becomes liable for damages caused by its representatives, agents, or employees, it shall pay such damages without contribution by the other party. Contractor’s obligation under this paragraph is not limited by, or restricted by, any insurance requirement in this Agreement.

10.3 Client Indemnification: To the maximum extent permitted by law, the Client shall defend, indemnify, and hold harmless the Contractor, including its officers, directors, employees, agents, and subcontractors, from any and all claims, damages, losses, liabilities, judgments, penalties, expenses, or other costs (including attorneys’ fees) arising from:
a) Client’s gross negligence, willful misconduct, or breach of this Agreement;
b) Any action or omission by Client, its employees, agents, or subcontractors that results in fines, penalties, or compliance failures under applicable federal, state, or local laws, including HIPAA regulations.

10.4 Data Breach Indemnification

10.4.1 Indemnification Obligation: The Client assumes full responsibility and shall indemnify, defend, and hold harmless the Contractor, including its officers, directors, employees, agents, and subcontractors, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of, or relating to, any breach of Protected Health Information (“PHI”) under HIPAA or other data privacy laws, where such breach:
a) Originates within the Client’s systems, networks, personnel, or control;
b) Results from the Client’s failure to follow HIPAA-compliant policies, procedures, or obligations;
c) Is caused by the actions or omissions of the Client’s employees, agents, subcontractors, or third-party service providers; or
d) Results from delays or failures by Client to notify Contractor of potential risks, vulnerabilities, or compliance concerns related to PHI.

10.4.2 Exclusion of Contractor Liability: The Contractor shall not be held liable for any breach of PHI unless directly and solely caused by the Contractor’s gross negligence or intentional misconduct. In no event shall the Contractor be liable for:
a) Breaches caused by security failures in Client-provided systems, data, or integrations;
b) Breaches arising from inaccurate or incomplete information provided by Client or its agents; or
c) Acts by third-party vendors used or directed by the Client without the Contractor’s prior approval.

10.5 Limitation of Liability: The Contractor’s total liability under this indemnification clause shall be strictly limited to an amount not exceeding the total fees paid by the Client to the Contractor under this Agreement in the six (6) months preceding the incident giving rise to the claim, regardless of the nature of the claim or the extent of the damages. The Client agrees that no consequential, punitive, or indirect damages shall be sought from the Contractor under this Agreement.

10.6 Notification and Defense Cooperation: The Client shall notify the Contractor in writing within five (5) business days of any actual or potential claim subject to indemnification. The Contractor shall have the exclusive right to assume and control the defense and settlement of any claim, with the Client fully cooperating at its own expense. Any settlement that imposes liability or obligations on the Contractor must receive prior written approval from the Contractor, which shall not be unreasonably withheld.

10.7 Survival: The indemnification obligations outlined in this section shall survive the termination or expiration of this Agreement, and the Client agrees that any obligations arising from PHI-related incidents shall remain enforceable for seven (7) years after termination.

11.0 Non-discrimination

11.1 Contractor shall not unlawfully discriminate and shall comply with all local, state, federal and decisional laws relating to discrimination. Contractor shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.

12.0 Conflict of Interest

12.1 Contractor warrants and covenants that Contractor presently has no interest, nor shall any interest be hereinafter acquired in any manner, which will render the services under this Agreement a violation of any applicable federal, state or local law. Contractor further warrants that no officer, agent, employee or representative has influenced or participated in a decision to award this contract which has or may confer on Contractor a benefit in which the employee or officer may have an interest, pecuniary or otherwise. In the event that a conflict of interest should nevertheless hereafter arise, Contractor shall promptly notify Client so Client may determine whether to terminate the Agreement.

12.2 Contractor agrees to comply with applicable state law regarding conflicts of interest, including, but not limited to, any applicable conflict of interest laws in the state where services are being provided.

12.3 Contractor agrees that if any facts come to Contractor’s attention which raise any question as to the applicability of any conflict law, Contractor will immediately inform Client and provide all information needed for resolution of the question.

12.4 In addition, Contractor is admonished that applicable rules and statutes may include prohibition against any public officer, including Contractor for this purpose, from making any decision on behalf of Client in which such officer has direct or indirect financial interest. A violation occurs if the public officer influences or participates in any Client decision which has the potential to confer any pecuniary benefit on Contractor, or any business firm in which Contractor has any interest of any type, with certain narrow exceptions.

13.0 Termination

13.1 After any applicable minimum term commitment has been satisfied, Client or Contractor may terminate this Agreement for convenience by providing thirty (30) days’ prior written notice. Contractor will cease services on the effective date of termination, and both parties shall cooperate in good faith to transition any ongoing work.

• 13.1.1 Upon termination, Contractor shall deliver to Client only those completed deliverables that were specifically requested and paid for by Client. No further materials or draft work shall be required.
• 13.1.2 Client shall have ownership rights only to deliverables explicitly outlined in this Agreement. All other work, including notes, drafts, or materials not finalized, shall remain the property of Contractor.
• 13.1.3 Client shall pay Contractor for all services rendered up to the termination date, including any work in progress or authorized pre-termination activities. Contractor is entitled to full payment for services provided, regardless of whether deliverables were accepted by Client at the time of termination.

13.2 Contractor may terminate this Agreement with immediate effect if Client fails to meet its payment obligations or otherwise creates an environment that makes it unreasonable for Contractor to continue services. For any other material breach, either party may terminate this Agreement if the breaching party fails to cure the breach within thirty (30) business days after receiving written notice specifying the breach.

13.3 If termination occurs, Contractor shall, at its sole discretion, decide the scope of any transition assistance provided. Contractor may charge Client reasonable hourly fees for any post-termination support beyond standard deliverables.

13.4 Contractor retains the right to suspend services without penalty if Client delays payment or fails to provide the cooperation necessary for Contractor’s performance under this Agreement.

13.5 Either party may terminate this Agreement immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or initiates bankruptcy proceedings.

13.6 Dispute Resolution Process

13.6.1 Informal Resolution
In the event of a dispute, the parties shall make reasonable efforts to resolve the matter informally through discussions between designated representatives within fifteen (15) business days.

13.6.2 Mediation
If the dispute remains unresolved, either party may elect to engage in non-binding mediation within thirty (30) days. Mediation will be held via video conference or at a mutually agreed location, with costs split equally between the parties. Attendance at mediation is optional for Contractor, and failure to attend shall not prejudice Contractor’s rights.

13.6.3 Arbitration (Optional)
If mediation is unsuccessful, Contractor may, at its sole discretion, opt to pursue binding arbitration under the rules of the American Arbitration Association (AAA) or any other arbitration body of Contractor’s choosing. Arbitration shall take place remotely unless otherwise agreed. All costs associated with arbitration shall be borne by the losing party, including Contractor’s legal fees.

13.6.4 Litigation and Venue
Contractor may bypass mediation or arbitration and proceed directly to litigation if it deems it necessary. Litigation shall take place in Florida, and Contractor shall be entitled to recover all reasonable legal fees, costs, and expenses if it prevails. Injunctive relief may also be sought without prior notice to the other party if needed to prevent harm to Contractor’s interests.

14.0 Choice of Venue and Applicable Law

14.1 Unless otherwise expressly waived in writing by the parties, any action at law or in equity, including a request for declaratory relief, brought to enforce or interpret provisions of this Agreement, shall be filed and remain in a Court of competent jurisdiction in Fort Lauderdale, State of Florida. The validity, interpretation, and performance of this Agreement, and all matters relating to it, shall be controlled by and construed under Florida substantive and procedural law.

15.0 Severability

15.1 If any term, covenant, condition or provision of this Agreement is held to be invalid, void, or unenforceable by a Court of competent jurisdiction, the remainder of the covenant, condition, provision or Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

16.0 Captions

16.1 The captions of this agreement are for reference convenience only and are not intended to explain, modify, amplify or aid in the interpretation, construction or meaning of the Agreement provisions.

17.0 Authority to Contract

17.1 All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entity, person, estate, firm, or corporation, represented or purported to be represented by such entity, person, estate, firm, or corporation, and that all formal requirements necessary or required by any state or federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, neither party shall have breached the terms or conditions of any other contract or agreement to which such party is obligated, which such breach would have a material effect.

18.0 Notice

18.1 All notices and demands of any kind which either party may require or desire to serve on the other in connection with this Agreement must be served in writing either by personal service or by registered or certified mail, return receipt requested, and shall be deposited in the United States Mail, with postage thereon fully prepaid, and addressed to the party to be served as follows:

If to Client:
As specified in the Client Services Agreement

If to Contractor:
Prime Credential
As specified in the Client Services Agreement

18.2 Each party shall provide the other with telephone and written notice of any change of address as soon as practicable.

18.3 Notice given by personal delivery or acknowledged shall be effective immediately.

19.0 Complete Agreement

19.1 Except as otherwise provided in this Agreement, this Agreement and any specific references, exhibits and attachments, constitutes all of the agreements, understandings, representations, conditions, warranties and covenants made by and between the parties hereto. Unless set forth herein, neither party shall be liable for any express or implied representations made.

19.2 It is the intention of the parties that this Agreement shall supersede any prior agreements, discussions, commitments, representations, or agreements, written or oral, between the parties.

19.3 The parties agree that they shall cooperate in good faith to accomplish the object of this Agreement and to that end, agree to execute and deliver such other and further instruments and documents, if any, as may be necessary and convenient to the fulfillment of these purposes.

20.0 Force Majeure Clause

20.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from events beyond the reasonable control of either party, including but not limited to natural disasters, acts of God, governmental actions, labor disputes, pandemics, wars, terrorism, or other unforeseen events (“Force Majeure Event”).

20.2 If a Force Majeure Event occurs, the affected party shall:

• Promptly notify the other party in writing of the nature and expected duration of the event.
• Make reasonable efforts to mitigate the effects of the delay.

20.3 The time for performance of any affected obligation shall be extended for the duration of the Force Majeure Event. If the Force Majeure Event continues for more than 90 days, either party may terminate this Agreement without further liability by providing written notice to the other party.

21.0 Non-Solicitation and Non-Compete

21.1 Non-Solicitation of Personnel: During the term of this Agreement and for a period of 12 months following its termination, neither party shall, without prior written consent of the other party, directly or indirectly solicit or recruit, or attempt to solicit or recruit, any employee, consultant, or contractor of the other party involved in the performance of this Agreement.

21.2 Non-Compete: The Client agrees that, for a period of 12 months following the termination of this Agreement, it shall not directly or indirectly engage in the business of credentialing services, whether independently or in partnership with any third party, in a manner that competes with the Contractor’s business.

21.3 Remedies: In the event of a breach of this section, the non-breaching party shall be entitled to injunctive relief, specific performance, and any other remedies available at law or equity.

21.4 Reasonableness of Restrictions: The parties agree that the restrictions set forth in this section are reasonable and necessary to protect the legitimate interests of both parties.