MASTER SERVICES AGREEMENT (MSA)

THIS MASTER SERVICES AGREEMENT (MSA) (the “Agreement”) is made and entered into as of May 06, 2025 (the “Effective Date”) by and between Physician Practice Specialists (PPS), and (“Company”), and _____ (“Client”). The Company and the Client are collectively referred to as the “Parties” and individually as a “Party.”

1. Definitions

“Confidential Information” means any non-public information disclosed by one Party to the other, including but not limited to business strategies, client lists, pricing, technical data, and proprietary processes.

“Managed Services” means ongoing services such as credentialing maintenance, credentialing software, or revenue cycle management services provided under this Agreement.

“Effective Date” means the date on which this Agreement is signed by both Parties.

2. Term

The initial term of this Agreement shall commence on the Effective Date and shall expire one (1) year from that date (the “Initial Term”) or upon the completion of all agreed-upon work, whichever occurs later. If Managed Services have been selected, this Agreement will automatically renew for successive one-year periods (each a “Renewal Term”) unless terminated as outlined herein. For Managed Services, either Party may terminate by providing written notice at least sixty (60) days prior to the end of the then-current term.

3. Services and Project Timeframe

The Company agrees to perform the services selected and detailed in Section I (the “Services”) for the price specified in Section II. Credentialing timelines are estimates and may vary based on payer, state, and other factors. Providers moving within the same region may experience shorter processing times. Client must provide all required documents and information within 14 days of request.

4. Payment Terms

Billing and implementation for the Company’s services will commence on the Effective Date.

Payments are due upon receipt of the invoice and must be made via wire transfer, ACH, or credit card.

Project Payments: Projects over $3,000 will be split into two payments; projects over $5,000 into three payments.

Managed Services: Monthly fees will be invoiced at the start of each month.

Late Payment: Payments not received within 30 days will incur a 10% per annum interest or $50, whichever is greater.

Suspension of Services: Company may suspend services for unpaid invoices exceeding 45 days, following written notice.

Quick Pay Discount: Clients who pay the full annual or total project fee upfront may qualify for a 5% discount.

5. Non-Solicitation Clause

During the Term of this Agreement and for twelve (12) months thereafter, Client shall not directly or indirectly (i) recruit, solicit, or hire any of the Company’s employees or contractors whom Client had contact with or learned of as a result of this Agreement, or (ii) induce any such Company employee or contractor to leave the employ or engagement of the Company.

Client acknowledges that (i) the Company’s employees and contractors are valuable assets to the Company and that the Company has invested significant time and resources in identifying, recruiting, training, and retaining these individuals, (ii) the Company would be irreparably harmed by any actual or attempted solicitation or hiring of the Company’s employees and contractors in violation of the terms of this Agreement, and (iii) money damages would not adequately compensate the Company for any such harm.

Client further agrees that, in the event of any violation of this Section, the Company shall be entitled to a temporary restraining order and to preliminary and final injunctive relief against Client, without the necessity of posting a bond. Further, the Client agrees to pay the Company, as liquidated damages, an amount equal to fifty percent (50%) of that individual’s total projected annual compensation (defined as the individual’s annualized base compensation plus the full value of any benefits, bonuses, or other compensation the individual was eligible to receive), or $10,000.00, whichever is greater, it being agreed that the computation of actual damages suffered by the Company would be difficult to determine.

6. Confidential Information

Each Party agrees to maintain the confidentiality of the other Party’s proprietary information. Client agrees not to reverse engineer, replicate, or use Company’s proprietary methods, software, or processes without express written consent.

The obligations of confidentiality under this section shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party without restriction before receipt from the disclosing Party; (c) is rightfully obtained by the receiving Party from a third party without restriction; or (d) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.

Each Party may disclose Confidential Information if required by law, regulation, or legal process, provided that the disclosing Party provides prior written notice to the other Party (to the extent legally permitted) and reasonably cooperates, at the other Party’s expense, in any efforts to contest or limit the scope of such required disclosure.

The obligations under this section shall survive the termination or expiration of this Agreement for a period of three (3) years.

7. Storage of Information

The Company may store Client information electronically via HIPAA-compliant, SSL-encrypted systems. All information will be deleted upon the expiration or termination of this Agreement.

8. Termination

8.1 Termination for Cause: Either Party may terminate this Agreement upon written notice if the other Party: (a) materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; (b) becomes insolvent, files for bankruptcy protection, or has a receiver appointed for substantially all of its assets; or (c) violates applicable laws in connection with its performance under this Agreement.

8.2 Termination for Convenience: For Managed Services, either Party may terminate this Agreement without cause by providing at least sixty (60) days’ written notice prior to the end of the then-current term.

8.3 Effect of Termination: Upon termination or expiration of this Agreement: (a) Company shall cease providing Services and Client shall pay all outstanding fees for Services rendered through the effective date of termination; (b) Each Party shall return or destroy (at the disclosing Party’s option) all Confidential Information of the other Party; (c) For in-progress work at the time of termination: (i) If terminated by Client for Company’s breach, Company shall complete any in-progress work that can reasonably be completed within 30 days at no additional cost to Client; (ii) If terminated for any other reason, Client shall have the option to have Company complete any in-progress work at the agreed-upon rates or receive a report on the status of such work and all related materials.

8.4 Transition Assistance: Upon Client’s request and at Client’s expense at standard hourly rates, Company shall provide reasonable transition assistance for up to thirty (30) days following termination to facilitate an orderly transition to Client or Client’s designated service provider. Such assistance may include knowledge transfer, data migration support, and answering reasonable questions regarding the Services previously provided.

8.5 Refund Policy: All fees paid are non-refundable, except when Company is legally unable to provide the Services. Payments for unused services may be credited towards future work at Company’s sole discretion.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS AND BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.2 COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 CLIENT’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS AGREEMENT.

9.4 CLIENT ACKNOWLEDGES THAT THE FEES CHARGED BY COMPANY REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

9.5 THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Remedies

10.1 Cumulative Remedies: All rights, powers, and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

10.2 Equitable Relief: Each Party acknowledges that a breach of Sections 5 (Non-Solicitation) or 6 (Confidential Information) may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek immediate injunctive relief, specific performance, or other equitable remedies for any threatened or actual breach of such provisions without posting bond or proving actual damages.

10.3 No Waiver: No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.

11. Indemnification

11.1 Company Indemnification: Company shall defend, indemnify, and hold harmless Client, its officers, directors, employees, and agents from and against any third-party claims, actions, suits, proceedings, and demands arising from or related to: (a) Company’s material breach of this Agreement; or (b) Company’s violation of applicable laws in connection with its performance under this Agreement.

11.2 Client Indemnification: Client shall defend, indemnify, and hold harmless Company, its officers, directors, employees, and agents from and against any third-party claims, actions, suits, proceedings, and demands arising from or related to: (a) Client’s material breach of this Agreement; (b) Client’s violation of applicable laws; (c) any materials, information, or instructions provided by Client; or (d) Client’s use of the Services in violation of this Agreement.

11.3 Indemnification Procedure: The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any claim subject to indemnification; (b) give the indemnifying Party sole control over the defense and settlement of such claim; and (c) provide reasonable cooperation to the indemnifying Party at the indemnifying Party’s expense. The indemnifying Party shall not enter into any settlement that adversely affects the indemnified Party’s rights without the indemnified Party’s prior written consent.

12. Intellectual Property

12.1 Company Materials: Company retains all right, title, and interest in and to its pre-existing materials, proprietary methodologies, processes, technologies, tools, software, and know-how (“Company Materials”) that it uses in providing the Services. Nothing in this Agreement shall be construed to transfer any rights in the Company Materials to Client.

12.2 Client Materials: Client retains all right, title, and interest in and to all materials, data, and information provided by Client to Company in connection with the Services (“Client Materials”). Client hereby grants Company a non-exclusive, non-transferable license to use the Client Materials solely for the purpose of providing the Services during the term of this Agreement.

12.3 Deliverables: Unless otherwise agreed in writing, upon full payment of all applicable fees, Client shall own all deliverables specifically created by Company for Client under this Agreement, excluding any Company Materials incorporated therein.

13. Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil disorders, governmental actions, labor disruptions, power failures, or telecommunications failures. The affected Party shall promptly notify the other Party of the force majeure event and resume performance as soon as reasonably possible. If the force majeure event continues for more than thirty (30) days, either Party may terminate this Agreement upon written notice.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective when: (a) delivered personally; (b) sent by confirmed email with read receipt; or (c) delivered by certified or registered mail, postage prepaid, return receipt requested, to the address specified below or to such other address as either Party may specify in writing:

If to Company: Physician Practice Specialists (PPS) [Address] Attention: [Contact Person] Email: [Email Address]

If to Client: Hancock Dermatology [Address] Attention: [Contact Person] Email: [Email Address]

15. Miscellaneous

15.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and communications between the Parties.

15.2 Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 Assignment: Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.4 Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

15.5 Survival: Sections 5 (Non-Solicitation), 6 (Confidential Information), 9 (Limitation of Liability), 10 (Remedies), 11 (Indemnification), 12 (Intellectual Property), 14 (Notices), and any other provisions that by their nature are intended to survive termination shall survive any termination or expiration of this Agreement.

15.6 Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.

15.7 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures.

15.8 Waiver of Jury Trial: THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO A TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT.

15.9 Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the courts in Duval County, Florida, and expressly waive any objections to venue.

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

COMPANY: Physician Practice Specialists (PPS), a division of Touchstone Healthcare Solutions Inc.

By: ___________________________ Name: ________________________ Title: _________________________ Date: _________________________

CLIENT: 

By: ___________________________ Name: ________________________ Title: _________________________ Date: _________________________