Proposed advisory engagement between CareOpair and the client identified in this letter. Review every section before accepting.
1. Scope and change control
CareOpair will provide the advisory services selected in this letter and the related written proposal, if any. Deliverables, milestones, assumptions, dependencies, and exclusions will be confirmed at kickoff. Work outside that scope requires a written change order signed by both parties, including any adjustment to fees or timing.
2. Fees and payment
The fee stated in this letter is in U.S. dollars and excludes applicable taxes and pre-approved out-of-pocket expenses. Unless a proposal states otherwise, CareOpair will invoice monthly and undisputed amounts are due within 15 days. Overdue balances may accrue the lesser of 1% per month or the maximum lawful rate. The client must raise a good-faith invoice dispute within 10 days.
3. Client responsibilities
The client will provide timely access to appropriate personnel, systems, facilities, decisions, and accurate information; obtain required internal approvals; and designate an authorized engagement lead. CareOpair may rely on client-supplied information. Delays, incomplete information, or changed assumptions may affect schedule and fees. Do not provide patient data or other PHI unless a BAA and approved secure workflow are in place.
4. Confidentiality, PHI, and BAA
Each party will use the other party's non-public information only for this engagement, protect it with reasonable care, and disclose it only to personnel and contractors who need it and are bound by similar duties. These obligations do not cover information independently developed, lawfully received, already known, or public without breach, and survive for three years; trade-secret duties survive while protected by law. No PHI may be exchanged until the parties execute a Business Associate Agreement when legally required. The BAA controls if it conflicts with this section.
5. Security and privacy
Each party is responsible for its own legal and regulatory compliance. CareOpair will use commercially reasonable administrative, technical, and physical safeguards appropriate to information it is authorized to receive, minimize collection, and notify the client without unreasonable delay of a confirmed security incident affecting client confidential information. The client will use approved access methods and will not place sensitive data in email, this form, or unapproved tools.
6. Intellectual property
Each party retains its pre-existing technology, data, methods, templates, know-how, and other materials. After full payment, the client owns final deliverables created specifically for it, excluding CareOpair background materials and generalized knowledge. CareOpair grants the client a perpetual, non-exclusive, internal-use license to any CareOpair background materials embedded in a paid deliverable. Client data remains the client's property.
7. Warranties; no clinical advice
CareOpair will perform services in a professional and workmanlike manner. Except for that promise, services and deliverables are provided as-is, and both parties disclaim implied warranties to the extent allowed by law. CareOpair provides strategy and technology advisory services, not medical, diagnostic, legal, accounting, or regulatory advice. The client and its licensed clinicians remain solely responsible for clinical decisions, patient care, regulatory determinations, technology validation, and implementation. Outcomes are not guaranteed.
8. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or data. Each party's aggregate liability arising from the engagement will not exceed fees paid or payable under this letter during the six months preceding the event giving rise to the claim. These limits do not apply where prohibited by law or to fraud, willful misconduct, or a party's payment obligations.
9. Term and termination
The engagement begins on the stated start date and continues until the services are completed unless ended earlier. Either party may terminate on 14 days' written notice, or immediately if the other party materially breaches and does not cure within 10 days after notice. The client will pay for work performed and approved non-cancellable commitments through termination. Each party will return or destroy the other's confidential information on request, subject to lawful archival retention.
10. Governing law and venue - to be completed
This letter will be governed by the laws of [STATE TO BE CONFIRMED], without regard to conflict-of-law rules. Exclusive venue will be in the state or federal courts located in [COUNTY AND STATE TO BE CONFIRMED]. The parties must complete these placeholders, with counsel, before treating this template as execution-ready.
11. Electronic signature and authority
By typing a legal name, selecting the consent checkbox, and generating the signed copy, the signer consents to electronic records and signatures and intends that action to have the same effect as a handwritten signature. The signer represents that they have authority to bind the client. The acceptance timestamp and entered contact details will appear in the downloaded PDF. A party may request a paper copy at no charge.
12. General
This letter, any incorporated proposal, signed change orders, and any applicable BAA are the entire agreement for the services. If terms conflict, the BAA controls for PHI, then a signed change order, then this letter, then the proposal. Neither party may assign this agreement without consent, except with a merger or sale of substantially all related assets. Neither party is liable for delay caused by events beyond reasonable control. Invalid provisions will be narrowed or severed, and waivers must be in writing.