DocBridge Provider Agreement (Draft for Legal Review)

This Provider Agreement (“Agreement”) is entered into between DocBridge, Inc.

(“DocBridge,” “we,” “us” or “our”) and the healthcare provider identified in the signature section (“Provider,” “you” or “your”). This Agreement governs Provider’s participation in the DocBridge marketplace platform (“Platform”).

1. Provider Participation and Scope

1.1 Platform Role: DocBridge operates a marketplace that connects consumers with independent healthcare providers for subscription-based care offerings. DocBridge does not provide medical care or supervise clinical services.

1.2 Independent Contractor: Provider is and will remain an independent contractor. Nothing in this Agreement creates an employer–employee relationship, partnership, joint venture, or agent relationship with DocBridge.

2. Provider Obligations and Qualifications

2.1 Licensure and Credentials: Provider represents and warrants that it holds all required state and federal licenses, certifications, registrations, credentials, and authorizations to legally provide the healthcare services offered on the Platform. Provider will promptly notify DocBridge of any change, suspension, restriction, limitation, or revocation of any license or credential.

2.2 Insurance: Provider agrees to maintain, at its expense, professional liability insurance (malpractice) and any other insurance required by applicable law or reasonably requested by DocBridge.

2.3 Compliance with Law: Provider will comply with all applicable laws, regulations, and professional standards, including privacy and data protection requirements. Provider services offered through the Platform must comply with all rules governing the practice of medicine, telehealth, and other relevant healthcare services.

2.4 Independent Medical Judgment: Provider retains sole and exclusive control over its clinical decisions, service delivery methods, and professional practices, consistent with applicable law. DocBridge will not direct or control Provider’s medical judgment or clinical determinations.

3. Provider Content and Representations

3.1 Accurate Information: Provider agrees that all information submitted to DocBridge (including credentials, service descriptions, availability, pricing, and practice location) is truthful, accurate, complete, and current.

3.2 Updates: Provider will keep its Platform profile and listings up to date. Provider acknowledges that DocBridge may update Platform listings based on Provider information and that DocBridge is not liable for delays in posting such updates.

4. Provider Services and Delivery

4.1 Service Delivery: Provider will deliver healthcare services directly to consumers in accordance with the terms, scope, and pricing listed on the Platform.

4.2 Recordkeeping: Provider is responsible for maintaining appropriate records of all patient interactions and services rendered in accordance with applicable law.

4.3 Credentialing & Verification: Provider agrees to cooperate with DocBridge with respect to any credentialing or verification processes reasonably required by DocBridge or a regulatory authority.

5. Fees and Payments

5.1 Marketplace Fees: Provider agrees to pay DocBridge fees as detailed on the Platform or in a separate fee schedule. These fees may include marketplace commissions, subscription fees, or other agreed charges.

5.2 Billing: Provider is solely responsible for billing and collecting payments for services provided to consumers, except where otherwise specified.

6. Term and Termination

6.1 Term: This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this section.

6.2 Termination for Cause: Either party may terminate immediately for material breach by the other party that is not cured within [30] days of written notice.

6.3 Without Cause: Either party may terminate without cause with [30] days’ written notice.

6.4 Effect of Termination: Upon termination, Provider’s access to the Platform will be suspended. Provider remains responsible for obligations accrued prior to termination, including outstanding fees owed to DocBridge.

7. Provider Data and Privacy

7.1 Data Protection: Provider agrees to comply with applicable data privacy laws and applicable privacy obligations regarding access, storage, and handling of personal and health data as required. DocBridge’s handling of personal data is governed by its Privacy Policy.

7.2 HIPAA: If Provider’s use of the Platform involves access to protected health information (“PHI”) from a covered entity, Provider and DocBridge may enter into a separate Business Associate Agreement (BAA) consistent with HIPAA requirements at the request of either party.

8. Indemnification

8.1 Provider Indemnity: Provider will indemnify, defend, and hold harmless DocBridge and its officers, directors, employees, agents, and affiliates from any claims, liabilities, losses, or expenses arising from:

 Provider’s breach of this Agreement;

 Provider’s professional services or conduct;

 Provider’s violation of law or third-party rights.

9. Limitation of Liability

9.1 Disclaimer: DocBridge is not liable for any claims related to Provider services, including, without limitation, professional negligence, malpractice, or errors in clinical judgment.

9.2 Maximum Liability: To the maximum extent permitted by law, DocBridge’s total liability arising out of or in connection with this Agreement will not exceed the total fees paid by Provider to DocBridge in the [six (6) months] preceding the claim.

10. Confidentiality and Publicity

10.1 Confidential Information: Each party agrees to maintain the confidentiality of the other party’s confidential information and not to use or disclose it except as necessary to perform under this Agreement or as required by law.

10.2 Publicity: Provider may not use DocBridge’s name or trademarks in any advertising without prior written consent.

11. Governing Law and Dispute Resolution

11.1 Governing Law: This Agreement is governed by the laws of the State of [Insert State], excluding its conflicts-of-law principles.

11.2 Venue: Any dispute will be resolved in courts located in [Insert County/State].

11.3 Arbitration (Optional): Provider and DocBridge may agree to resolve disputes through binding arbitration in accordance with [AAA/JAMS] rules.

12. Miscellaneous

12.1 Amendments: DocBridge may modify this Agreement upon reasonable notice. Continued Platform participation constitutes acceptance of amended terms.

12.2 Entire Agreement: This Agreement, together with referenced policies (e.g., fee schedules, Privacy Policy), constitutes the complete understanding between the parties.

12.3 Assignment: Provider may not assign this Agreement without DocBridge’s written consent.

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

DocBridge, Inc.