Continuant Healthcare Solutions
Master Service Agreement (MSA)

The Parties hereby agree as follows:​

1. SERVICES:  During the term of this Agreement, Continuant will perform certain services for Customer that may include, but not be limited to, recredentialing and maintenance (collectively the “Services”) The description of the Services, applicable fees, terms and conditions will be confirmed by execution of a Statement of Work (“SOW”) mutually agreed upon by the Parties. Upon execution by both Parties, each SOW will become a part of and subject to this Agreement. Changes in the scope being performed under any SOW will be made only in writing executed by authorized representatives of both Parties. Any request for Services made by the Customer that is not specifically stated in the applicable SOW will be considered out of scope and may require a change order document. If there is any ambiguity between this Agreement and a SOW, the SOW shall govern.   
   
   
2. TERM:  The Term of this Agreement shall be effective once signed by the Customer and remain in effect until terminated as stated herein.   
   
   
3. INVOICING AND PAYMENT: 
   1. Billing and Due Dates:
      1. Billing and implementation for the Continuant’s services will commence on the Effective Date of this Agreement.
      2. Payments are due upon receipt of the invoice and must be made via wire transferor ACH, payable to the Continuant.
   2. Payment Schedule:
      1. Project Payments: A non-refundable deposit of 25% of the total project fee is due upon engagement and before any work begins. The remaining balance may be divided into 1-6 equal monthly installments, based on the size of the project and terms agreed upon prior to execution.
      2. Maintenance Services: Monthly fees for maintenance services will be invoiced at the start of each month and are due upon receipt.
   3. Payment Plan Requirements (if selected):
      1. Customers utilizing a payment plan agree to provide and maintain a validated payment method (ACH) on file upon signing this Agreement.
      2. Auto-billing is required for payment plan customers, and payments will be automatically charged based on the agreed-upon schedule.

Customer’s unpaid and undisputed balance that exceeding thirty (30) days past-due will be considered delinquent and subject to a late payment fee equal to twenty-five dollars ($25) per month or one percent (1%) per month, whichever is greater.  Customer will pay all 3rd party costs associated with a means of payment or invoicing or Customer requested audits, surveys, or evaluations.  A handling fee may be charged for special billing and invoicing requests.  For timely billing, Customer address changes must be submitted to Continuant with sixty (60) days’ advance written notice. 

If the Consumer Price Index, All Urban Consumers (“CPI-U”), published by the U.S. Department of Labor, increases by more than five percent (5%) in the previous calendar year, then Continuant may raise Customer’s Coverage rate by the CPI-U percentage of increase. Continuant will give Customer ninety (90) days’ written notice of the pending rate increase.  Once in receipt of notice, Customer will have thirty (30) days to cancel the affected Coverage without the payment of cancellation fees by providing Continuant with sixty (60) days’ written notice. 

4. TAXES: Customer will be billed for all actual sales, use and excise taxes, as well as all regulatory surcharges, customs, VAT, and duties assessed from any domestic or international jurisdiction due or payable upon the provision, sale or use of Services under this Agreement (“Taxes”).  In some cases, Continuant will charge these taxes on invoices and remit on your behalf, if not it is the full responsibility of the Customer to remit the use tax as appropriate for all state and local jurisdictions in which they reside.  

5. TERMINATION: Either Party may terminate this Agreement, in whole or in part, as stated in the applicable SOW(s).  Customer shall be responsible for payment of Services provided up to the point of termination and any applicable cancel fees unless otherwise stated in the applicable SOW(s). The purchase of software licenses and 3rd party provided services may not be canceled and are non-refundable.  

6. INDEMNITY:  Each Party (at its own expense) will defend the other Party, its affiliates, employees, directors, and officers against, or settle at its own expense, any 3rd party claims, suits, actions or proceedings asserted against such Party, its Affiliates, employees, directors, and officers (collectively the “Indemnified Party”) arising out of or relating to bodily injury to or death of any person, or loss of or damage to real or tangible personal property, to the extent that such claim, suit, damage, or expense was proximately caused by any negligent or intentional act or omission on the part of the Party from whom indemnity is sought, and/or its agents or employees (“Indemnifying Party”).   

7. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY:  The entire liability of Continuant, its subsidiaries, affiliates, and subcontractors (and the directors, officers, employees, agents, representatives, subcontractors, and supplier of all of them), and Customer’s exclusive remedies for any damages arising from the performance or non-performance of any work or service, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be:  (1) for Continuant’s failure to perform any material term of this Agreement (e.g., Continuant’s Service obligations), Customer’s sole remedy shall be to cancel this Agreement without incurring cancellation charges if Continuant fails to correct such failures within thirty (30) days of receiving Customer’s written notice; (2) for damages to real or tangible personal property for which Continuant’s sole gross negligence was the proximate cause, Customer’s remedy shall be the right to proven damages to property or person, not to exceed the current year’s total contract value.   

Neither Party shall be liable for indirect or incidental damages, or special or consequential damages, including but not limited to: lost profits, savings or revenues of any kind.   

8. FORCE MAJEURE: Neither Party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes including acts of God, or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, wars or war operations, restraints of government or other cause or causes which could not with reasonable diligence be controlled or prevented by the Party.

9. CUSTOMER DEFAULT: Customer will be in default of Customer’s obligations under the Agreement if Customer breaches the material terms that follow (collectively the “Material Terms”) including, but not limited to: (1) Customer failure to make payment by the Due Date; and (2) Customer failure to perform Customer non-monetary obligations. If Customer fails to perform any Material Term or condition of this Agreement, Continuant shall notify Customer of the breach in writing, and Customer has thirty (30) days to cure the breach.

If Customer’s breach is not cured in thirty (30) days, Customer will be in final default and Continuant may cancel this Agreement immediately and exercise any available rights.    

The cure provision of this Article does not apply should Customer become insolvent, make an assignment for the benefit of creditors or file for bankruptcy, in which case Continuant may immediately terminate this Agreement. Upon Customer default, Continuant may exercise any or all of the following non-exclusive remedies: (1) Bill cancellation charges as outlined in the Agreement along with any other applicable charges; (2) Suspend Services and/or terminate performance; (3) Revoke Customer credit; and (5) Offset monies due Customer.

10. DISPUTE RESOLUTION: If either Party initiates litigation, then the prevailing Party shall be entitled to an award of 3rd party collection fees, reasonable attorneys’ fees and expenses of litigation (arbitration), including without limitation the reasonable fees of expert witnesses. The Parties waive trial by jury.

11. GOVERNING LAW: This Agreement will be governed in all respects by, and construed and enforced in accordance with, the laws of the State of Washington. To resolve all disputes related to or arising from the Agreement (the “Disputes”), the Parties consent to the exclusive jurisdiction over and venue in the state and federal courts of Pierce County, Washington.

12. COMPLIANCE WITH LAWS: The Parties agree to comply with all applicable local, state, federal, and international laws, rules, regulations, policies and orders. Customer shall procure all necessary licenses, permits, and pay all fees and other required charges and shall comply with all guidelines and directives required by law to pay any applicable governmental authority.

13. NON-SOLICITATION: Neither Party will knowingly solicit the hiring of nor hire the other Party’s employees, as employees, agents, or independent contractors or consultants, during the term of this Agreement and for two (2) years after the expiration of the term. If violated, the violating Party is liable to the non-violating Party in the amount of Fifty Thousand U.S. Dollars ($50,000.00), as a non-exclusive remedy. In no way shall this language apply to an employees independent response to a general employment advertisement or online job posting.

14. CONFIDENTIALITY: Both Parties consider all data, knowledge and other information regarding each other’s business operations and/or programs, agreements, rates, (collectively the “Information”), which is submitted or transferred to either Party to be confidential, proprietary, and/or trade secret. Both Parties agree to take every reasonable precaution to safeguard and treat the Information as such, and further agrees that it will not disclose or publish or reveal (collectively, “Disclosure”) any of the Information received from either Party except with specific prior written consent. Both Parties agree to return all such information to the other Party upon request.

15. ASSIGNMENT: This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective successors and assignees.

16. SEVERABILITY: In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be deemed to be separate from all of the other provisions hereof and all of such other provisions shall remain in full force and effect as if such illegal, invalid or unenforceable provision were not a part hereof.

17. WAIVER: The delay or failure of any Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such term or any other term of this Agreement, nor deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement in whole or in part.

18. SUBCONTRACTING: Continuant may subcontract work to be performed under this Agreement. Customer is responsible for any delays caused by its own vendors. Any additional costs incurred by Continuant as a result of delays caused by Customer’s vendor will be charged on a time plus material basis.  

19. SURVIVAL:  ARTICLES 3, 5, 6, 7, 9, 10, 11, 12, 13, 14, and 16 shall survive cancellation of this Agreement. 
    
    
20. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matters contained herein, and supersedes and replaces all prior agreements or understandings, whether oral or written, between them with respect to such matters.