This PHYSICIAN PLATFORM PARTICIPATION AND SERVICES AGREEMENT (this “Agreement”) is entered into as of June 10, 2026 (the “Effective Date”), by and between MedGrid, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 1691 Michigan Ave, Ste 360, Miami, Florida, USA (“Company” or “MedGrid”); and __________________, a physician or healthcare provider duly licensed in the State(s) of __________________, with a principal practice address at __________________ (“Physician”). Company and Physician are each referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, MedGrid operates a clinical intelligence and performance platform that connects medical product ordering, protocol adoption, outcomes tracking, and data publishing in one verified data layer, serving physicians, clinics, manufacturers, and distributors in the regenerative medicine and specialty healthcare markets;
WHEREAS, MedGrid maintains a marketplace through which physicians order products at wholesale, including compounded pharmaceuticals, biologics, regenerative therapies, aesthetic devices, and capital equipment, with each order linked to patient records and outcomes data;
WHEREAS, MedGrid operates the ClinicalX outcomes engine, Genesis AI intelligence layer, MedGrid Forum, BridgeMed telehealth integration, and associated tools that together form the Platform;
WHEREAS, Physician desires to join the MedGrid platform as a verified physician participant, access the product marketplace at wholesale pricing, adopt Med Director protocols, track and publish clinical outcomes, and participate in the Platform’s education, consultation, and knowledge-sharing ecosystem;
WHEREAS, Company desires to permit Physician to participate on the Platform, subject to Physician’s compliance with the credentialing, protocol, data, and regulatory requirements set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Adverse Event” means any untoward medical occurrence associated with the use of a product ordered through the Platform, whether or not considered product-related, including any serious adverse event as defined by 21 C.F.R. § 312.32.
1.2 “BridgeMed” means Company’s integrated telehealth platform through which Physician may conduct remote patient consultations, assign protocols, and capture outcomes with the same fidelity as in-person care.
1.3 “ClinicalX” means Company’s proprietary outcomes engine that captures and structures product IDs, batch numbers, protocol versions, prescribing physician data, anonymized patient demographics, treatment duration, outcomes at Day 30/60/90, adverse events, protocol compliance scores, cost of treatment, and payer source data.
1.4 “Confidential Information” means all non-public information disclosed by one Party to the other Party, whether orally, in writing, or through access to the Platform, including without limitation: patient data, physician data, clinical outcomes data, ClinicalX data, Genesis AI methodologies, pricing, product formulations, protocols, business plans, vendor relationships, and any other proprietary information of the disclosing Party or its affiliates.
1.5 “Credentials” means Physician’s National Provider Identifier (NPI), Drug Enforcement Administration (DEA) registration, active and unrestricted state medical license(s), board certifications, and such other professional credentials as Company may reasonably require.
1.6 “Forum Content” means any case studies, protocol publications, before-and-after clinical photography, peer reviews, educational materials, or other content submitted by Physician to the MedGrid Forum or Knowledge Base.
1.7 “Genesis AI” means Company’s proprietary artificial intelligence infrastructure trained on research articles and Platform data, which provides clinical decision support, protocol optimization, pharmacovigilance, demand forecasting, and other intelligence services across the Platform ecosystem.
1.8 “KOL Score” means the physician reputation metric calculated by Company based on case study publications, peer reviews, cited protocols, consultation activity, and verified patient outcomes, which determines Physician’s visibility, consulting rates, and manufacturer engagement opportunities.
1.9 “Med Director Protocols” means the evidence-based clinical protocols developed, curated, and approved by Company’s Medical Director for use on the Platform, including dosing schedules, monitoring checkpoints, and compliance guardrails.
1.10 “MedGrid Forum” means the Platform’s publishing and knowledge-sharing layer, including case study publication, protocol library, before-and-after gallery, peer review, and KOL reputation engine.
1.11 “Outcomes Data” means all clinical outcomes data captured through the Platform in connection with Physician’s treatment of patients, including without limitation baseline metrics, Day 30/60/90 check-in results, labs, photos, patient-reported outcomes (PROs), assessments, adverse events, and protocol compliance scores.
1.12 “P2P Consultation” means a physician-to-physician consultation conducted through the Platform’s consultation marketplace, in which Physician provides or receives clinical guidance from another verified MedGrid physician via HIPAA-compliant video.
1.13 “Platform” means the MedGrid platform, including without limitation the order layer (ERP and marketplace), protocol layer, outcomes layer (ClinicalX engine), intelligence layer (Genesis AI), publishing layer (MedGrid Forum and Knowledge Base), BridgeMed telehealth, the physician directory, and all associated tools, portals, dashboards, and applications.
1.14 “Platform Data” means all data generated, collected, stored, or processed through or in connection with the Platform, including without limitation physician data, patient data (anonymized or otherwise), clinical outcomes data, ClinicalX data, protocol data, order data, usage analytics, consultation records, Forum Content metrics, and any derivative datasets.
1.15 “Product Catalog” means the full catalog of products available for ordering through the Platform, including all Skydell Medical SKUs and products listed by third-party vendors through the Grassroots Vendor Marketplace.
1.16 “Protected Health Information” or “PHI” has the meaning set forth in 45 C.F.R. § 160.103, as amended from time to time.
1.17 “Regulatory Tier” means the applicable FDA regulatory classification for products available on the Platform, including 503A (patient-specific compounding), 503B (outsourcing facility), cGMP (manufactured pharmaceutical), RUO (research use only), and 510(k) (FDA-cleared device).
1.18 “Subscription Plan” means the paid tier selected by Physician as set forth in Article 5, including Starter ($99/month), Pro ($299/month), or Elite ($599/month), each offering tiered access to ordering capabilities, outcomes tracking tools, and KOL features.
2.1 Credentialing Requirements. As a condition of participation on the Platform, Physician shall submit to Company’s automated credentialing process, which shall include verification of:
(a) active, unrestricted NPI;
(b) active DEA registration;
(c) active, unrestricted state medical license(s) in each state in which Physician practices;
(d) board certifications, if applicable;
(e) malpractice insurance with coverage limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate; and
(f) such other credentials as Company may reasonably require.
Company shall use commercially reasonable efforts to complete credentialing within twenty-four (24) to forty-eight (48) hours of submission.
2.2 Ongoing Credential Maintenance. Physician shall maintain all Credentials in good standing throughout the Term. Physician shall notify Company in writing within five (5) business days of any:
(a) lapse, suspension, revocation, or restriction of any license, registration, or certification;
(b) material malpractice claim, judgment, or settlement;
(c) disciplinary action by any medical board or governmental authority;
(d) indictment or conviction of any criminal offense; or
(e) exclusion, debarment, or suspension from any federal or state healthcare program.
2.3 Re-Credentialing. Company reserves the right to re-credential Physician at any time upon reasonable notice, and at minimum every twelve (12) months. Physician shall cooperate with all re-credentialing requests and shall provide updated documentation within ten (10) business days of request.
2.4 Suspension for Credential Failure. Company may immediately suspend Physician’s Platform access if Physician’s Credentials lapse, are restricted, or are the subject of an investigation or disciplinary proceeding, pending resolution of the matter or termination of this Agreement.
3.1 Grant of Access. Subject to the terms of this Agreement and Physician’s successful completion of credentialing, Company grants Physician a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the Term for Physician’s internal clinical and business purposes.
3.2 Platform Services. During the Term, Physician shall have access to the following Platform services, subject to the limitations of Physician’s Subscription Plan:
(a) Marketplace Ordering: Access to the full Product Catalog at wholesale pricing, with each order auto-linked to patient records, batch numbers, and protocol assignments.
(b) Protocol Layer: Ability to adopt Med Director Protocols or create custom protocols within Company’s compliance guardrails, with every protocol creating a clean data trail.
(c) Outcomes Tracking: Automated outcomes capture infrastructure at Day 30/60/90, including physician and patient check-ins, labs, photos, PROs, and assessments — structured, attributed, and stored in ClinicalX.
(d) MedGrid Forum: Ability to submit anonymized case studies for peer review, publish results, upload and version protocols, and build KOL reputation.
(e) BridgeMed Telehealth: Access to Company’s integrated telehealth platform for remote patient consultations with full outcome fidelity.
(f) P2P Consultation Marketplace: Ability to set availability, receive and initiate peer consultations, and earn consultation fees through the Platform.
(g) Education and CME: Access to CME modules paired with each SKU, live webinars, and the ability to host physician-led educational sessions.
(h) Physician Directory: Listing in the public MedGrid provider directory, ranked by verified outcomes and KOL Score, with a closed-loop patient inquiry system.
(i) EHR and Patient Management: Access to Platform-integrated electronic health records, scheduling, and patient management tools (for applicable Subscription Plans or MSO-enrolled clinics).
3.3 Acceptable Use. Physician shall use the Platform solely for lawful purposes and in accordance with this Agreement, applicable law, and Company’s Terms and Conditions of Use (as amended from time to time). Physician shall not:
(a) share account credentials with unauthorized persons;
(b) use the Platform to engage in any activity that violates federal or state law;
(c) attempt to reverse-engineer, decompile, or gain unauthorized access to Platform systems;
(d) use Platform data for any purpose not expressly authorized under this Agreement; or
(e) resell, redistribute, or sublicense access to the Platform.
3.4 Account Security. Physician is responsible for maintaining the confidentiality of all account credentials and for all activity occurring under Physician’s account. Physician shall immediately notify Company of any unauthorized access or security breach.
4.1 Protocol Adoption. Physician acknowledges that protocol compliance is central to the Platform’s data integrity and clinical outcomes model. Physician shall:
(a) adopt Med Director Protocols for all products ordered through the Platform, or create custom protocols within Company’s compliance guardrails;
(b) ensure that each order is associated with a specific protocol assignment; and
(c) follow all protocol dosing schedules, monitoring checkpoints, and compliance requirements.
4.2 Outcomes Reporting Obligations. Physician agrees to participate in the Platform’s structured outcomes capture system by:
(a) completing baseline metrics prompts at the time of ordering;
(b) responding to automated check-in prompts at Day 30, 60, and 90 following each treatment;
(c) submitting labs, photos, patient-reported outcomes, and assessments as prompted by the Platform; and
(d) reporting any Adverse Events promptly in accordance with Section 4.4.
4.3 Outcomes Verification. Company reserves the right to validate reported outcomes against protocol compliance. Outcomes shall be credentialed only if the associated protocol was followed correctly. Company may flag, withhold publication of, or request supplementation of outcomes data that appears incomplete, inconsistent, or non-compliant.
4.4 Adverse Event Reporting. Physician shall:
(a) report to Company any Adverse Event associated with a product ordered through the Platform within twenty-four (24) hours of becoming aware of such event;
(b) cooperate with Company and Genesis AI pharmacovigilance systems in investigating and documenting Adverse Events;
(c) comply with all FDA and state-mandated adverse event reporting obligations independently of Physician’s obligations under this Agreement; and
(d) not suppress, conceal, or delay reporting of any Adverse Event.
4.5 Clinical Autonomy. Notwithstanding anything in this Agreement to the contrary, nothing herein shall be construed to interfere with or restrict Physician’s independent medical judgment in the treatment of patients. Physician retains full clinical autonomy and responsibility for all treatment decisions. Med Director Protocols are clinical guidance tools and do not constitute a directive to prescribe or administer any particular treatment.
5.1 Subscription Plans. Physician shall select one of the following Subscription Plans upon completing credentialing:
(a) Free Tier (Capture Layer): Zero monthly cost. Physician signs this Agreement, is listed in the directory, may order products at wholesale, opt into Med Director Protocols, track outcomes, and publish results to MedGrid Forum. The Free Tier provides the baseline Platform access described in Section 3.2, subject to feature limitations as determined by Company from time to time.
(b) Starter Plan ($99/month): Enhanced ordering capabilities, expanded outcomes tracking dashboard, and access to standard CME modules.
(c) Pro Plan ($299/month): All Starter features plus advanced KOL tooling, priority peer review, expanded P2P consultation visibility, and enhanced analytics.
(d) Elite Plan ($599/month): All Pro features plus data-licensing revenue share, premium KOL designation, manufacturer engagement opportunities, and priority Forum placement.
5.2 Clinic and Multi-User Pricing. For clinics, groups, or multi-provider organizations, Company offers per-seat pricing at a minimum of $25 per user per month, scaling with organization size. Per-seat pricing includes access to Company’s EMR, EHR, telehealth, scheduling, billing, and patient-reporting tools. Clinic pricing shall be set forth in a separate addendum or as specified in Exhibit A.
5.3 Payment Terms. Subscription fees are due monthly in advance and shall be charged to the payment method on file. First payment is due upon selection of a paid Subscription Plan. Company reserves the right to suspend Platform access for any subscription payment that remains outstanding for more than ten (10) days past due.
5.4 Marketplace Transactions. Products ordered through the Platform shall be paid for at the time of ordering through the Platform’s integrated payment processing system. Product pricing is as listed in the Product Catalog and may be modified by Company or the applicable vendor from time to time.
5.5 P2P Consultation Fees. For P2P Consultations in which Physician provides consulting services, Physician shall set Physician’s own hourly or per-session rate. Company shall collect payment from the requesting physician, retain a platform fee of fifteen percent (15%), and remit the remaining eighty-five percent (85%) to Physician on a net-fifteen (15) day basis.
5.6 Education Revenue. For physician-hosted educational sessions (webinars, courses, or other content), Physician shall set the ticket price or sponsorship terms. Company shall retain fifteen percent (15%) of gross education revenue and remit the remainder to Physician in accordance with Company’s standard settlement schedule.
5.7 Data-Licensing Revenue Share. Elite-tier Physicians shall earn a share of data-licensing revenue when their case studies, outcomes data, or protocol contributions are licensed by Company to manufacturers, research institutions, or payers. The revenue-share percentage and payment terms shall be set forth in Exhibit B. Any revenue share paid under this Section 5.7 shall represent fair market value for Physician's contribution of data, shall be set in advance, and shall not be determined in any manner that takes into account or varies with the volume or value of Physician's prescribing or ordering of any licensee's products. No revenue share is payable in connection with any product dispensed to a beneficiary of any federal health care program.
5.8 Fee Changes. Company may modify Subscription Plan pricing upon thirty (30) days’ prior written notice to Physician. If Physician does not agree to the modified pricing, Physician’s sole remedy is to terminate this Agreement in accordance with Article 11.
5.9 Taxes. All fees and amounts payable under this Agreement are exclusive of applicable taxes. Physician is solely responsible for all federal, state, and local taxes arising from Physician’s activities on the Platform, including without limitation income taxes and sales/use taxes on products purchased.
6.1 Company Data Ownership. Physician acknowledges and agrees that all Platform Data generated, collected, stored, or processed through or in connection with the Platform—including without limitation physician data, patient data (anonymized or otherwise), clinical outcomes data, ClinicalX data, protocol data, order data, usage analytics, consultation records, and any derivative datasets—is and shall remain the sole and exclusive property of Company. Physician acknowledges that this data ownership structure is fundamental to Company’s business model, as the ClinicalX outcomes engine and Genesis AI infrastructure depend upon aggregated, attributed data flowing exclusively through Company’s systems. Notwithstanding the foregoing, as between the Parties, Company does not own, and Platform Data does not include, Protected Health Information or the patient medical records of Physician's patients, all of which remain the property of and under the control of Physician as the applicable covered entity. Company's rights in such information are limited to those of a business associate under the Business Associate Agreement and applicable law.
6.2 Platform Intellectual Property. All intellectual property rights in and to the Platform, including without limitation the MedGrid marketplace, ClinicalX engine, Genesis AI, BridgeMed telehealth, MedGrid Forum, protocol library, physician directory, KOL scoring algorithm, and all associated software, algorithms, interfaces, documentation, and content, are and shall remain the exclusive property of Company.
6.3 Forum Content License. By submitting Forum Content to the Platform, Physician grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, distribute, display, and create derivative works from such Forum Content for any purpose related to the Platform, including without limitation publication in the MedGrid Forum, inclusion in the Knowledge Base, use in Genesis AI training, licensing to third parties, and marketing.
6.4 Physician Retains Clinical Practice IP. Company acknowledges that Physician retains all right, title, and interest in Physician’s pre-existing intellectual property, including without limitation Physician’s proprietary clinical methodologies, unpublished research, and patient relationships that exist independently of the Platform (“Physician Pre-Existing IP”). Nothing in this Agreement shall be construed as a transfer of ownership of Physician Pre-Existing IP to Company.
6.5 Limited Data Access. Subject to Physician’s compliance with this Agreement, Company shall make available to Physician through the Platform dashboard certain data relating to Physician’s own patients and outcomes, for Physician’s clinical reference purposes. Such access constitutes a limited, revocable, non-transferable license and does not confer ownership rights. Company may restrict, modify, or withdraw data access features at any time.
6.6 Aggregated and Anonymized Data. Company shall have the unrestricted right to aggregate, anonymize, and use all Outcomes Data, protocol data, and other Platform Data for any lawful purpose, including without limitation research, data licensing, AI training, protocol optimization, regulatory submissions, payer negotiations, and commercial exploitation, without further consent from or compensation to Physician (except as expressly set forth in Section 5.7 for Elite-tier data-licensing revenue share). Company's rights under this Section 6.6 extend only to data that has been de-identified in accordance with 45 C.F.R. Section 164.514(b). Any use, licensing, or other disclosure of Protected Health Information that has not been so de-identified requires a patient authorization satisfying 45 C.F.R. Section 164.508.
6.7 No Data Rights Upon Termination. Upon expiration or termination of this Agreement for any reason, Physician shall have no rights, title, or interest in any Platform Data, including without limitation any Outcomes Data, patient records maintained on the Platform, order histories, Forum Content metrics, KOL Scores, or analytics. Physician’s access to all Platform data shall cease upon termination, subject to applicable law regarding patient record access. Notwithstanding the foregoing, nothing in this Section 6.7 limits the right of Physician or any patient to access Protected Health Information or patient medical records as required by HIPAA, the Business Associate Agreement, or applicable state law, and upon termination Company shall return, or provide reasonable continued access to, such records to the extent required by applicable law.
6.8 Patient Records and Regulatory Compliance. Notwithstanding Company’s ownership of Platform Data, Company acknowledges that Physician may have independent legal obligations under state medical practice acts and HIPAA to maintain access to patient records. Upon Physician’s written request following termination, Company shall provide Physician with an export of Physician’s patient chart data in a standard electronic format, subject to Company’s then-current data export policies and applicable fees. Such export shall not include ClinicalX analytics, Genesis AI outputs, aggregated data, or any other proprietary Platform Data.
6.9 Further Assurances. Physician shall execute, acknowledge, and deliver such further instruments and documents, and shall take such other actions, as Company may reasonably request from time to time in order to vest, perfect, or confirm Company’s rights, title, and interest in and to the Platform Data and Platform intellectual property described in this Article 6.
7.1 Confidentiality Obligations. During the Term and for a period of three (3) years following expiration or termination of this Agreement, each Party (as “Receiving Party”) shall:
(a) maintain the confidentiality of all Confidential Information of the other Party (as “Disclosing Party”) and protect it with at least the same degree of care as the Receiving Party uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable degree of care;
(b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and
(c) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
7.2 Exceptions. The obligations set forth in Section 7.1 shall not apply to information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;
(c) is independently developed by the Receiving Party without use of or reference to Confidential Information; or
(d) is disclosed pursuant to a valid court order or governmental requirement, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperatescv ui with the Disclosing Party’s efforts to obtain a protective order.
7.3 Return of Materials. Upon expiration or termination of this Agreement, each Party shall promptly return or destroy (at the Disclosing Party’s election) all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control, including all copies, notes, summaries, and derivative materials, and shall certify such return or destruction in writing.
7.4 Injunctive Relief. Each Party acknowledges that a breach of this Article 7 may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available, in addition to all other remedies at law.
8.1 HIPAA Compliance. The Parties acknowledge that Physician’s use of the Platform may involve the creation, receipt, maintenance, or transmission of PHI. Each Party shall comply with all applicable requirements of the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations (collectively, “HIPAA”), including the Privacy Rule, Security Rule, and Breach Notification Rule.
8.2 Business Associate Agreement. To the extent Company is a Business Associate (as defined in HIPAA) with respect to PHI created or maintained on the Platform, the Parties shall execute a Business Associate Agreement substantially in the form attached hereto as Exhibit C, which shall govern Company’s obligations with respect to PHI. The form of Business Associate Agreement attached as Exhibit C shall be the form provided by Company's counsel, and the Parties shall execute it before any Protected Health Information is created, received, maintained, or transmitted through the Platform.
8.3 De-Identification. Physician acknowledges that Company de-identifies patient data in accordance with 45 C.F.R. § 164.514(b) (Expert Determination) or § 164.514(a) (Safe Harbor) prior to inclusion in ClinicalX analytics, data licensing, and AI training. Once properly de-identified, such data is no longer PHI and may be used by Company without restriction under HIPAA.
8.4 Patient Consent. Physician shall be responsible for obtaining all necessary patient consents and authorizations required under applicable law for:
(a) participation in outcomes tracking;
(b) submission of patient-reported outcomes through the Platform;
(c) publication of anonymized case studies; and
(d) use of clinical photography in the MedGrid Forum.
8.5 Security Measures. Company shall implement and maintain administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI stored on or transmitted through the Platform, consistent with the requirements of the HIPAA Security Rule and industry best practices.
8.6 Breach Notification. In the event of a breach of unsecured PHI (as defined in 45 C.F.R. § 164.402), the Party discovering the breach shall notify the other Party within seventy-two (72) hours of discovery and shall cooperate in all breach notification, mitigation, and remediation activities required under HIPAA.
9.1 General Compliance. Physician shall comply with all applicable federal, state, and local laws, rules, and regulations in Physician’s use of the Platform and treatment of patients, including without limitation the Federal Food, Drug, and Cosmetic Act, state medical practice acts, state pharmacy laws, and all regulations governing the prescribing, ordering, and administration of pharmaceutical products, biologics, medical devices, and compounded preparations.
9.2 Anti-Kickback Statute. The Parties intend that this Agreement and all compensation arrangements hereunder comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and all applicable state anti-kickback and fee-splitting laws. The Parties represent and warrant that:
(a) all fees, revenue shares, and other compensation under this Agreement reflect fair market value for legitimate services actually provided;
(b) neither Party shall offer, pay, solicit, or receive any remuneration (whether in cash or in kind) to induce or reward the referral of patients, the ordering of products, or the arranging for services reimbursable by any federal healthcare program; and
(c) neither Party shall condition any pricing, discount, or promotional activity on the volume or value of referrals or business generated, except as permitted by applicable safe harbors.
9.3 Stark Law. To the extent applicable, this Agreement is intended to comply with the Stark Law (42 U.S.C. § 1395nn) and applicable regulations. Physician acknowledges that:
(a) all compensation under this Agreement is set at fair market value, determined through arm’s-length negotiation, and does not take into account the volume or value of referrals or other business generated;
(b) this Agreement is for a term of at least one (1) year; and
(c) Physician shall not enter into any financial arrangement with a Platform vendor that could constitute a prohibited financial relationship under the Stark Law without first ensuring compliance with an applicable exception.
9.4 Scope of Practice. Physician shall order and administer products through the Platform only within the scope of Physician’s licensure and clinical competence. Physician shall not prescribe, order, or administer any product for which Physician lacks the requisite training, credentials, or legal authority.
9.5 Product Claims. Physician shall not make any claims, representations, or warranties regarding any product’s safety, efficacy, indications, or regulatory status that exceed the product’s approved labeling or applicable Regulatory Tier classification. Physician shall not engage in off-label promotion through the Platform, including in Forum Content, education sessions, or the physician directory.
9.6 Exclusion Screening. Physician represents and warrants that Physician is not currently, and has not been:
(a) excluded, debarred, or suspended from participation in any federal healthcare program (including Medicare or Medicaid);
(b) convicted of a criminal offense related to healthcare fraud, patient abuse, or controlled substances; or
(c) listed on the OIG List of Excluded Individuals/Entities or the GSA System for Award Management.
Physician shall promptly notify Company if any such event occurs during the Term.
9.7 Controlled Substances. To the extent Physician orders controlled substances or products containing scheduled compounds through the Platform, Physician shall comply with all applicable DEA regulations, state controlled substances acts, and prescription monitoring program requirements. Physician acknowledges that the Platform is a technology platform and is not a DEA registrant, and that no controlled substance may be ordered through the MedGridMD pathway by any user who does not personally hold an active, unrestricted DEA registration. Any controlled-substance prescription initiated through a telehealth encounter must satisfy the in-person evaluation requirement or an applicable telemedicine exception under the Ryan Haight Act, 21 U.S.C. Section 829(e).
9.8 Telehealth Compliance. Physician’s use of BridgeMed for telehealth consultations shall comply with all applicable state telehealth practice standards, including licensure in the patient’s state, informed consent, and documentation requirements.
10.1 Mutual Representations. Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement does not conflict with any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
10.2 Physician’s Additional Representations. Physician further represents and warrants that: (a) Physician holds all Credentials required to participate on the Platform and to order, prescribe, and administer products available through the Product Catalog; (b) Physician is not subject to any restrictive covenant or obligation that would prevent or limit Physician’s participation on the Platform; (c) Physician has not been excluded from any federal or state healthcare program; (d) all information provided to Company during credentialing and throughout the Term is true, accurate, and complete; (e) Physician maintains professional liability (malpractice) insurance with adequate coverage limits; and (f) Physician shall exercise independent clinical judgment in all treatment decisions and shall not rely solely on the Platform, Genesis AI, or Med Director Protocols as a substitute for professional medical judgment.
10.3 Company’s Additional Representations. Company further represents and warrants that: (a) the Platform is operated in material compliance with applicable law, including HIPAA; (b) Company maintains appropriate data security measures for Confidential Information and PHI processed through the Platform; (c) Company shall use commercially reasonable efforts to maintain the availability and functionality of the Platform; and (d) products available through the Platform from Company’s affiliates meet applicable regulatory requirements for their respective Regulatory Tiers.
10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. COMPANY DOES NOT WARRANT THE SAFETY, EFFICACY, OR REGULATORY COMPLIANCE OF ANY PRODUCT AVAILABLE THROUGH THE PLATFORM FOR ANY PARTICULAR USE OR PURPOSE.
11.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with this Article 11. Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
11.2 Termination for Material Breach. Either Party may terminate this Agreement upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach; or (b) the other Party becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.
11.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other Party.
11.4 Termination by Company for Cause. Company may terminate this Agreement immediately and without opportunity to cure upon written notice if: (a) Physician is excluded from any federal healthcare program; (b) Physician is convicted of a healthcare-related criminal offense; (c) Physician’s medical license is revoked or permanently suspended; (d) Physician violates Article 9 of this Agreement; (e) Physician provides materially false or misleading information to Company or through the Platform; (f) Physician engages in conduct that, in Company’s reasonable judgment, creates material regulatory, safety, or reputational risk for Company or its Platform users; or (g) Physician breaches Article 8 (HIPAA Compliance) of this Agreement.
11.5 Effect of Termination. Upon termination or expiration for any reason: (a) Physician’s access to the Platform, including all tools, dashboards, ordering capabilities, and Forum features, shall be revoked; (b) Physician shall immediately cease holding itself out as a MedGrid-verified physician; (c) Company shall fulfill any open product orders placed prior to the termination date; (d) all outstanding subscription fees and marketplace payments due as of the termination date shall remain payable; (e) Company shall remit to Physician any consultation or education fees earned and accrued as of the termination date within forty-five (45) days following termination; (f) Physician’s directory listing shall be removed; and (g) Physician shall comply with Section 7.3 regarding return of Confidential Information.
11.6 Survival. The following Articles shall survive termination or expiration of this Agreement and shall remain in full force and effect in accordance with their respective terms: Articles 6, 7, 8, 9.6, 10.4, 12, 13, and 14.
12.1 Indemnification by Physician. Physician shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, members, managers, employees, agents, and independent sales representatives (collectively, “Company Indemnitees”) from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Physician’s breach of this Agreement; (b) Physician’s negligence, malpractice, or willful misconduct in the treatment of patients; (c) any violation by Physician of applicable law or regulation, including the Anti-Kickback Statute, Stark Law, HIPAA, or state medical practice acts; (d) any misrepresentation made by Physician through the Platform, Forum, or physician directory; (e) Physician’s failure to obtain required patient consents; or (f) any claim arising from Physician’s off-label use, administration, or promotion of products ordered through the Platform.
12.2 Indemnification by Company. Company shall indemnify, defend, and hold harmless Physician from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Company’s breach of this Agreement; (b) Company’s negligence or willful misconduct in the operation of the Platform; (c) claims arising solely from the operation of the Platform, ClinicalX engine, or Genesis AI, except to the extent caused by Physician’s data, content, or breach of this Agreement; (d) Company’s unauthorized disclosure of PHI in violation of the Business Associate Agreement; or (e) product liability claims relating to defects in products supplied by Company’s affiliates (specifically, Skydell Medical), except to the extent caused by Physician’s misuse or non-compliance with protocols.
12.3 Limitation of Liability. EXCEPT FOR BREACHES OF ARTICLE 7 (CONFIDENTIALITY), ARTICLE 8 (HIPAA COMPLIANCE), OR OBLIGATIONS UNDER SECTIONS 12.1 OR 12.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.4 Aggregate Liability Cap. EXCEPT FOR BREACHES OF ARTICLE 7 (CONFIDENTIALITY), ARTICLE 8 (HIPAA COMPLIANCE), PHYSICIAN’S BREACH OF ARTICLE 9 (REGULATORY COMPLIANCE), OR OBLIGATIONS UNDER SECTIONS 12.1 OR 12.2, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY PHYSICIAN TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) FIFTY THOUSAND DOLLARS ($50,000).
12.5 Essential Basis of Bargain. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 12 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY REGARDLESS OF WHETHER THE REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
13.1 Good Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between senior representatives of each Party for a period of thirty (30) days following written notice of the dispute.
13.2 Mediation. If the dispute cannot be resolved through negotiation, the Parties shall submit the dispute to non-binding mediation administered by JAMS or another mutually agreed mediation service, with the mediation to take place in Miami Beach, Florida.
13.3 Binding Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the initial dispute notice, either Party may submit the dispute to final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami Beach, Florida. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
13.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration, particularly with respect to breaches or threatened breaches of Articles 6, 7, or 8.
13.5 Prevailing Party. The prevailing Party in any arbitration or litigation arising under this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
13.6 Class Action and Jury Trial Waiver. To the fullest extent permitted by law, all disputes shall be resolved on an individual basis only, and each Party waives any right to commence, join, or participate in any class, collective, consolidated, mass, or representative proceeding, and waives any right to a trial by jury. This Section 13.6 does not limit either Party's right to seek injunctive relief under Section 13.4.
13.6 Limitation on Claims. Any cause of action or claim arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Entire Agreement. This Agreement, together with all Exhibits attached hereto and any Business Associate Agreement executed pursuant to Section 8.2, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. This Agreement supplements, and does not replace, Company’s Terms and Conditions of Use, which shall continue to apply to Physician’s general use of the Services.
14.3 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties; provided, however, that Company may update Platform features, Subscription Plan inclusions, and Product Catalog offerings from time to time without amendment to this Agreement, subject to thirty (30) days’ notice for material changes.
14.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.
14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.
14.6 Assignment. Physician may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement to any affiliate or successor entity without Physician’s consent.
14.7 Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the U.S. mail, certified, return receipt requested. Notices shall be sent to the addresses set forth in the preamble or to such other address as a Party may designate in writing.
14.8 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, epidemics, government actions, supply chain disruptions, or platform outages, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.
14.9 Independent Parties. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Parties. Physician is an independent healthcare provider and not an employee or agent of Company.
14.10 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 valid and binding.
14.11 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
14.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy.
14.13 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other Party, except as required by applicable law. Notwithstanding the foregoing, Company may identify Physician as a participating MedGrid physician in the physician directory and in Platform marketing materials.
14.14 Relationship to Terms of Use. Physician acknowledges that Physician’s use of the Platform is additionally subject to Company’s Terms and Conditions of Use, as may be amended from time to time. In the event of a conflict between this Agreement and the Terms and Conditions of Use, this Agreement shall control with respect to the subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
By: ____________________________
Name: __________________________
Specialty: _______________________
State License No.: _________________
Date: ___________________________
[To be completed at execution. Specify: (i) selected Subscription Plan (Free/Starter/Pro/Elite); (ii) if applicable, clinic per-seat pricing and number of authorized users; (iii) billing frequency and payment method; and (iv) any promotional or introductory pricing terms.]
[To be completed at execution for Elite-tier Physicians. Specify: (i) revenue-share percentage applicable to licensed case studies and outcomes data; (ii) payment frequency and methodology; (iii) minimum thresholds for eligibility; (iv) reporting and transparency obligations; and (v) term and survival provisions.]
[To be attached. A HIPAA-compliant Business Associate Agreement governing Company’s obligations with respect to PHI created, received, maintained, or transmitted through the Platform on behalf of Physician.]
[To be completed at execution. Specify: (i) required Credentials documentation; (ii) acceptable malpractice insurance coverage limits; (iii) re-credentialing frequency and process; (iv) specialty-specific requirements, if any; and (v) credentialing timeline commitments.]