This Administrative Services Agreement (the “Agreement”) is made effective as the “Effective Date”, between EdgeCollab Holding Platform (Operating As. PatientScheduler) and servicing Clinics.
A. PatientScheduler provides administrative services through a software to certain physicians, specialists, extended benefits providers and providers of diagnostic testing services (the “Service Provider”); and
B. The Service Provider wishes to use PatientScheduler for certain administrative services to the Service Provider, as set out in this Agreement.
Each of PatientScheduler and the Service Provider is a “Party” and together are the “Parties”. By signing this document, the Parties agree to be bound by the terms of this Agreement in the attached pages, including Schedules A, B and C.
1.1 PatientScheduler will agree to provide the Service Provider with the services as set out in Schedule A (collectively, the “Services”) in accordance with the terms and conditions set out in this Agreement.
2.1 In exchange for and as consideration of the rights granted to and the Services to be provided by PatientScheduler pursuant to this Agreement, the Service Provider will pay PatientScheduler a monthly block fee for the Services as set out in Schedule B (the “Monthly Fee”).
2.2 On the first day of each calendar month during the term of this Agreement, the Service Provider will pay PatientScheduler the Monthly Service Fee for such calendar month.
3.1 Each Party (in such capacity, a “Licensor”) will agree to grant to the other Party (in such capacity, a “Licensee”), a non-exclusive, non-transferable, non-assignable, licence to use certain of Licensor’s registered and un-registered trademarks as set out in Schedule C (the “Marks”) for the purposes of: (i) illustrating the relationship between the Service Provider and PatientScheduler (i.e. the Service Provider being a member of PatientScheduler’s network); and (ii) otherwise fulfilling the Licensee’s obligations under the Agreement (collectively, the “Purpose”).
3.2 The Licensor will:
4.1 Each of the Parties will agree to operate in a manner that is consistent with applicable law.
5.1 The Service Provider will be permitted to acquire services similar to the Services from third parties.
5.2 PatientScheduler will be permitted to provide the Services to others (including other Service Providers).
6.1 Each of the Parties acknowledge that PatientScheduler, in providing the Services, may receive and make use of “Personal Health Information” as defined in the Personal Health Information Protection Act, 2004 (Ontario) (“PHIPA”), related to a patient of the Service Provider (the “Patient”). Each of the Parties acknowledge that PatientScheduler, in performing the Services, is at all times acting as an Agent (as defined in PHIPA) of a Health Information Custodian (as defined in PHIPA), and is not a Health Information Custodian. The Service Provider hereby authorizes PatientScheduler to act as its agent in connection with any Personal Health Information which the Services Provider provides to PatientScheduler or which PatientScheduler otherwise receives on behalf of the Services Provider in connection with PatientScheduler’s performance of Services under this Agreement.
6.2 PatientScheduler agrees not to use Personal Health Information for any reasons other than the provision of the Services, and will do so in accordance with PHIPA.
6.3 Notwithstanding Sections 6.1 & 6.2, PatientScheduler may disclose Personal Health Information to a Serviced Party, and/or another member of a Patient’s circle of care, in connection with the provision of Services and as agent for the relevant Health Information Custodian.
7.1 Each of the Parties will be required to maintain insurance commensurate with the Services that they are providing, including cyber-insurance as appropriate.
8.1 PatientScheduler represents, warrants and covenants to the Service Provider that the following statements are true and correct as of the Effective Date and will be true and correct at all times until termination or expiry of this Agreement and acknowledges that the Service Provider is relying on such representations, warranties and covenants in entering into this Agreement and performing its respective obligations hereunder:
8.2 The Service Provider represents, warrants and covenants to PatientScheduler that the following statements are true and correct as of the Effective Date and will be true and correct at all times until termination or expiry of this Agreement and acknowledges that PatientScheduler is relying on such representations, warranties and covenants in entering into this Agreement and performing its respective obligations hereunder:
9.1 The term of this Agreement will begin on the Effective Date and is indefinite, subject to a Party terminating in accordance with the terms of the Agreement.
10.1 Termination for Convenience: Either Party can terminate the Agreement on one (1) months’ written notice to the other Party.
10.2 Reciprocal Right of Termination for Cause: Either Party may terminate the Agreement where the other Party fails to perform any of its material obligations under the Agreement (including payment obligations) and fails to remedy such breach within 15 days of receiving a written notice from other Party of such breach.
10.3 Automatic Termination: Either Party will have the right to terminate the Agreement immediately (i.e. with no cure period, on notice), in the event that:
For the purpose of this Agreement, a “Material Breach” means a Party’s breach of: (i) its privacy obligations [under Article 6]; and (ii) its covenants contained in Sections 3.2, 4.1, 6.1, 7.1 and 11.1; and, in the case of the Service Provider, Section 2.1.
11.1 Subject to Section 11.2, except as otherwise required by any applicable laws, each Party (a “Receiving Party”) agrees to maintain as confidential and not to disclose to any third party any and all information excluding Personal Health Information (“Confidential Information”) provided by the other Party (the “Disclosing Party”) or otherwise obtained by Receiving Party from the Disclosing Party in the performance of the terms of this Agreement. A Receiving Party will be permitted to disclose relevant aspects of a Disclosing Party’s Confidential Information to its affiliates and personnel and to other parties to the extent that such disclosure is reasonably necessary for the performance of the duties and obligations of the Receiving Party, or the exercise of any rights or privileges granted, under this Agreement; provided, however, that prior to such disclosure such party will inform such affiliates, personnel, and parties of the confidential nature of the Confidential Information and such affiliates, personnel, and parties are bound by obligations of confidentiality no less onerous than those imposed hereunder.
11.2 Notwithstanding Section 11.1, PatientScheduler may disclose Confidential Information to any Serviced Party in connection with the provision of Services.
11.3 For greater clarity, Personal Health Information is governed by ARTICLE 6 hereof.
12.1 Each Party (the “Indemnifying Party”) will indemnify the other Party and its directors, officers, shareholders, employees and agents (collectively, the “Indemnified Parties”) in respect of the following:
13.1 Notice – All notices, requests, approvals, consents and other communication required or permitted under this Agreement (a “Notice”) will be given in writing and may be given by personal delivery, by facsimile, by e-mail, or by registered mail, addressed, as follows:
13.2 Survival – The following provisions of this Agreement will survive any termination of this Agreement: Sections 3.2, 11.1 and 12.1.
13.3 Relationship of the Parties – Nothing contained in this Agreement will be deemed or construed by the Parties hereto, or by any third party, to create the relationship of partnership or agency between the Parties, it being understood and agreed that no provision contained herein will be deemed to create any relationship between the Parties hereto other than the relationship of independent Parties contracting for services. Except as is otherwise expressly provided for herein, the Parties do not intend, nor will any provision of this Agreement be interpreted to create for any third party any obligations to or benefit from any of the Parties.
13.4 Assignment – Neither party may assign any of its rights or obligations under this Agreement to any Person without the prior written consent of the other party. This Agreement will enure to the benefit of and be binding upon the Parties, their successors and permitted assigns.
13.5 Governing Law – This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties attorn to the non-exclusive jurisdiction of the courts of Ontario in respect of any disputes arising under this Agreement.
13.6 Counterparts and Facsimile – This Agreement may be executed in counterparts, each of which taken together will constitute one single agreement between the Parties. The Parties agree that this Agreement may be executed by electronic transmission and that the reproduction of signatures by facsimile or e-mail will be treated as binding as if originals.
13.7 Schedules – The following Schedules are included in, and form an integral part of, this Agreement: Schedule A – Services, Schedule B – Fees, and Schedule C – Marks.
PatientScheduler provides a software tool for patients to book appointments with walk-in and family physicians online. The appointments can be either in-person or over the phone/video.
The Monthly Service Fee is as follows:
Flat monthly fee agreed.
[Note to draft: Insert a description of Logo, name and address and/or copy of the Marks.]