Continuant Healthcare Solutions
Master Service Agreement (MSA)

Published: June 18, 2025
Updated: September 8, 2025

THIS MASTER SERVICES AGREEMENT (MSA) (the "Agreement") is made and entered into as of [Insert Date] (the "Effective Date") by and between Continuant Healthcare Services ("Provider" or "Continuant"), a division of Continuant, Inc., with its principal place of business at 5050 20th Street East, Tacoma, WA 98424, and [Client Name] ("Client" or "Customer"), with its principal place of business at [Client Address]. The Provider and the Client are collectively referred to as the "Parties" and individually as a "Party."

The Parties hereby agree as follows:

1. Definitions

• "Confidential Information" means any non-public information disclosed by one Party to the other, including but not limited to business strategies, client lists, pricing, technical data, proprietary processes, and any data related to healthcare services.
• "Managed Services" means ongoing services such as credentialing maintenance, credentialing software, revenue cycle management, recredentialing, billing, marketing, or technology management provided under this Agreement.
• "Services" means the services detailed in the applicable Statement of Work (SOW), which may include, but are not limited to, provider credentialing and contracting, patient eligibility verification, medical coding review, claim submission, rejection and denial management, payment posting and reconciliation, accounts receivable follow-up, reporting and analytics, and patient billing support. Services may be subcontracted to qualified partners like PPS for specialized credentialing.
• "Effective Date" means the date on which this Agreement is signed by both Parties.
• "Statement of Work (SOW)" means a mutually executed document describing the specific Services, fees, terms, and conditions, which upon execution becomes part of this Agreement.

2. Services and Project Timeframe

The Provider agrees to perform the Services as specified in each executed SOW. Changes to the scope must be documented in a written change order signed by both Parties. Credentialing timelines are estimates and may vary based on payer, state, and other factors, typically ranging from less than 100 days to over 180 days (averaging 140 days), influenced by external elements beyond the Provider's control. Providers transitioning within the same region may experience shorter processing times. The Client must provide requested documents and information within fourteen (14) days of request; failure to do so constitutes a material breach.

Coordination with other agents may be required, and the Client agrees to provide timely cooperation. The Provider may subcontract portions of the Services (e.g., credentialing to PPS) without Client consent, provided subcontractors adhere to this Agreement's terms. The Provider is not responsible for delays caused by external factors, third parties, Client actions, or incomplete documentation. Additional costs from such delays will be charged on a time-and-materials basis.

3. Term

The initial term shall commence on the Effective Date and expire one (1) year thereafter (the "Initial Term") or upon completion of all agreed-upon work, whichever occurs later. The standard term for credentialing maintenance and RCM services is twelve (12) months unless otherwise stated in the SOW. For Managed Services, the Agreement will automatically renew for successive one-year periods (each a "Renewal Term") unless terminated with thirty (30) days' written notice prior to the end of the current term (the "Evergreen Clause"). At renewal, fees may increase based on the Consumer Price Index (CPI-U) if it exceeds 5% in the prior year, with ninety (90) days' notice to the Client.

4. Invoicing and Payment

• Billing and Due Dates: Billing commences on the Effective Date. Invoices are due upon receipt via wire transfer, ACH, or credit card.
• Payment Schedule:
  • Project Payments: Unless an alternative payment plan is agreed upon in writing, a non-refundable deposit of 25-30% of the total project fee is due upon engagement. The balance may be divided into 1-12 equal monthly installments, based on project size and agreed terms.
  • Managed Services: Monthly fees are invoiced at the start of each month and due upon receipt.
• Payment Plan Requirements: Clients on payment plans or receiving Managed Services must maintain a validated payment method (ACH or credit card) on file. The Client agrees to ensure the payment method remains accurate. Auto-billing is required, and the Provider may charge automatically for recurring fees, maintenance fees, or outstanding balances.
• Quick Pay Discount: Upfront payment of the full annual or project fee within ten (10) business days qualifies for up to a 5% discount.
• Taxes: The Client is responsible for all applicable sales, use, excise taxes, regulatory surcharges, customs, VAT, and duties.
• Non-Payment Consequences: Overdue balances (30+ days) incur late fees of 10% per annum or $50 (whichever is greater). Delinquent accounts may be reported to credit agencies. Services suspend after 30 days overdue, with seven (7) days' notice; resumption requires full payment including fees. If payment is not made within 30 days, the entire remaining balance becomes immediately due.
• Consent to Electronic Billing: The Client consents to electronic invoices and notifications.

5. Non-Solicitation

During the Term and for twelve (12) months thereafter, the Client shall not directly or indirectly (i) recruit, solicit, or hire any of the Provider's employees or contractors whom Client had contact with or learned of as a result of this Agreement, or (ii) induce any such employee or contractor to leave the Provider's employ or engagement.

The Client acknowledges that the Provider's employees and contractors are valuable assets, and violation would cause irreparable harm. In the event of violation, the Provider is entitled to injunctive relief without bond, plus liquidated damages equal to fifty percent (50%) of the individual's projected annual compensation or $10,000, whichever is greater.

6. Confidential Information

Each Party agrees to maintain the confidentiality of the other's Confidential Information, not disclosing it without consent except as required by law (with prior notice). Obligations survive termination for three (3) years. Exceptions include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party without restriction before receipt; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to Confidential Information. The Provider may store Client information via HIPAA-compliant, SSL-encrypted systems, deleting it upon termination.

7. Termination

• Termination for Cause: Either Party may terminate upon written notice if the other Party: (a) Materially breaches any term and fails to cure within thirty (30) days; (b) Becomes insolvent, files for bankruptcy, or has a receiver appointed; (c) Violates applicable laws; (d) For Provider: If Client fails to provide necessary documents or respond timely.
• Termination Without Cause: The Client may terminate Monthly Services with sixty (60) days' notice, paying cancellation charges (lesser of twelve (12) months' fees or remaining term). If the Client terminates without cause, the Client shall remain obligated to pay all fees due for the remaining term of the Agreement, including any Managed Services fees, as if the Agreement had not been terminated. One-time Services terminate with thirty (30) days' notice, forfeiting payments and owing outstanding costs.
• Effect of Termination: Upon termination: (a) Provider ceases Services; Client pays for rendered Services; (b) Parties return/destroy Confidential Information; (c) For in-progress work: If terminated by Client for Provider's breach, Provider completes reasonably feasible work within 30 days at no cost; otherwise, Client may opt for completion at agreed rates or receive status reports.
• Transition Assistance: Upon Client's request and at Client's expense (standard rates), Provider provides reasonable assistance for up to thirty (30) days to facilitate transition.
• Refund Policy: All fees paid are non-refundable, except if Provider is legally unable to provide Services. Unused services may be credited at Provider's discretion.

8. Indemnity

Each Party shall defend, indemnify, and hold harmless the other, its officers, directors, employees, and agents from third-party claims arising from: (a) Its material breach; (b) Its violation of laws; (c) For Client: Materials provided or use of Services in violation. The indemnified Party shall notify promptly, allow control of defense, and cooperate. No settlement adversely affecting the indemnified Party without consent.

9. Exclusive Remedies and Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR PAYMENT OBLIGATIONS AND CONFIDENTIALITY BREACHES, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DATA.

The Provider's total liability shall not exceed amounts paid by Client in the six (6) months preceding the claim. The Client's total liability shall not exceed amounts paid or payable under this Agreement. These limitations reflect risk allocation and apply notwithstanding remedy failure. Force majeure excuses non-performance.

10. Remedies

All rights and remedies are cumulative. Breaches of Non-Solicitation or Confidential Information entitle equitable relief (injunction, specific performance) without bond or proving damages. No waiver unless written and signed.

11. Dispute Resolution

Disputes are resolved through negotiation; if unresolved, via litigation in Pierce County, Washington courts, with the prevailing Party entitled to attorneys' fees, collection costs, and expert fees. Jury trial is waived.

12. Governing Law

This Agreement is governed by Washington State law, with exclusive jurisdiction in Pierce County courts.

13. Intellectual Property

• Provider Materials: Provider retains all rights in its pre-existing materials, methodologies, technologies, tools, software, and know-how used in Services.
• Client Materials: Client retains rights in its provided materials, granting Provider a non-exclusive license for Services.
• Deliverables: Upon full payment, Client owns deliverables created specifically for it, excluding Provider Materials.

14. Force Majeure

Neither Party is liable for failure due to causes beyond control (e.g., acts of God, disasters, war, government actions). Notify promptly and resume as possible. If over thirty (30) days, either may terminate.

15. Notices

Notices shall be in writing, effective upon personal delivery, confirmed email, or certified mail to addresses provided.

16. Compliance with Laws

Parties comply with all laws, including HIPAA. Client procures licenses and pays fees.

17. Assignment and Subcontracting

This Agreement binds successors. Provider may subcontract without consent. Assignment requires written consent, except for mergers/acquisitions.

18. Miscellaneous

• Entire Agreement: This Agreement supersedes prior agreements.
• Severability: Invalid provisions are limited; others remain.
• Relationship of Parties: Independent contractors; no partnership.
• Headings: For convenience only.
• Counterparts: Executable in counterparts; electronic signatures valid.
• Waiver of Jury Trial: Parties waive jury trial rights.

19. Survival

Sections 4 (Payment), 5 (Non-Solicitation), 6 (Confidentiality), 8 (Indemnity), 9 (Limitations), 10 (Remedies), 11 (Dispute), 12 (Governing Law), 13 (Intellectual Property), 17 (Assignment), 18 (Miscellaneous), and others intended to survive, shall survive termination.