General Terms and Conditions

qtec Healthcare Solutions LLC Terms and Conditions

1. Parties and Purpose

These General Terms and Conditions (the “Terms”) govern the provision of consulting services by qtec healthcare solutions, a Delaware LLC with its principal place of business at 8 The Green, STE R, Dover, DE 19901 Delaware, USA (“Consultant”), to the client identified in the applicable proposal, work order, or Statement of Work (“Client”).

1.1 Definitions

• “Agreement” means these Terms together with any applicable Proposal, Statement of Work, Business Associate Agreement (BAA), or other written addenda executed by the Parties.
• “Services” means healthcare‑related consulting, advisory, and related professional services described in an applicable Statement of Work (“SOW”) or proposal.
• “Deliverables” means reports, analyses, presentations, tools, and other work products created by Consultant for Client under the Agreement.
• “Confidential Information” has the meaning given in Section 9.

2. Services and Statements of Work

2.1 Services

Consultant will provide professional consulting Services as described in the applicable statement of work (SOW), which may include advisory, analytical, strategic, implementation, project management, and training services.

2.2 Statements of Work (SOW)

Specific Services, Deliverables, timelines, and fees will be set out in separate SOWs executed by both Parties. Each SOW is subject to and incorporates these Terms. In case of conflict, the SOW will control with respect to the Services under that SOW.

2.3 Change Orders

Any change in scope, assumptions, or timelines must be agreed in writing (including via email if explicitly allowed in the SOW). Consultant is entitled to adjust fees, timelines, or resource allocations to reflect approved changes.

3. Term and Termination

3.1 Term

This Agreement begins on the Effective Date and continues until terminated under this Section. Each SOW will state its own term and may extend beyond termination of this master Agreement only as expressly provided.

3.2 Termination for Convenience

Either Party may terminate this Agreement or any SOW for any reason upon at least thirty (30) days’ prior written notice to the other Party.

3.3 Termination for Cause

Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party:

• materially breaches this Agreement or an SOW and fails to cure within thirty (30) days after receiving written notice; or
• becomes insolvent, files for bankruptcy, or ceases business operations in the ordinary course.

3.4 Effect of Termination

Upon termination:

• Client will pay Consultant all fees for Services performed and approved expenses incurred through the effective date of termination.
• Provisions that by their nature should survive (including payment, confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution) will remain in effect.

4. Fees, Expenses, and Payment

4.1 Fees

Client will pay Consultant the fees specified in each SOW, which may include hourly, daily, fixed‑fee, milestone‑based, or retainer‑based compensation.

4.2 Expenses

Client will reimburse Consultant for reasonable, necessary, and pre‑approved out‑of‑pocket expenses incurred in performing the Services, such as travel and lodging, consistent with Client’s written travel policies when provided.

4.3 Taxes

Fees do not include federal, state, or local sales, use, or similar taxes. Client is responsible for such taxes related to the Services, excluding Consultant’s income or franchise taxes.

4.4  Invoices and Payment Terms

Unless otherwise specified in an SOW:

• Consultant will invoice monthly in arrears.
• Client will pay all undisputed amounts within thirty (30) days of the invoice date.
• Client must notify Consultant in writing of any disputed amounts within fifteen (15) days of receipt, specifying the basis for the dispute; undisputed portions remain payable as stated.

4.5 Late Payments

If not otherwise specified in the SOW, any undisputed amount not paid when due may accrue interest at the lesser of

• 5% per month or
• the maximum rate permitted under applicable state law, calculated from the due date until paid in full.

5. Independent Contractor Status

5.1 Independent Contractor

Consultant is an independent contractor, not an employee, agent, joint venturer, or partner of Client. Consultant is solely responsible for all wages, benefits, withholdings, payroll taxes, and other obligations relating to its personnel under US federal and state law.

5.2 No Authority to Bind

Consultant has no authority to bind Client to any contract or obligation unless expressly authorized in writing.

5.3 Subcontractors

Consultant may engage subcontractors to perform portions of the Services, provided Consultant remains responsible for their performance and ensures that subcontractors are bound by obligations substantially similar to those in the Agreement, particularly regarding confidentiality, data protection, and compliance

6. Client Responsibility

Client is solely responsible for:

• business and operational decisions;
• ensuring that implementation of Consultant’s recommendations complies with all applicable laws and payor requirements; and
• maintaining required licenses, accreditations, and certifications.

Client will:

• Provide timely access to information, personnel, systems, and resources reasonably required for Consultant to perform the Services.
• Review Deliverables and provide timely feedback or approvals.

7. Legal Advice

Unless specifically stated in an SOW and performed by appropriately licensed professionals, Consultant does not provide any legal representation, and Client remains responsible for legal decisions and for obtaining competent legal counsel where appropriate.

8. Data Security and Privacy

8.1 Security Program

For confidential data, Consultant will maintain an information security program that includes reasonable technical and organizational measures to protect against unauthorized access, use, or disclosure.

8.2 Incident Response

Consultant will promptly inform Client of any confirmed unauthorized access to Client confidential data and cooperate with Client’s reasonable requests related to investigation and remediation, subject to legal requirements.

9. Confidentiality

9.1 Definition

“Confidential Information” means all non public information disclosed by one Party to the other, whether in oral, written, or electronic form, including business plans, financial data, technical data and production data.

9.2 Exclusions

Information that falls under common confidentiality exceptions, information that:

• Is or becomes publicly available through no breach of the Agreement.
• Is received from a third party without breach of any obligation.
• Is independently developed without use of the other Party’s Confidential Information.
• Is approved in writing for release by the disclosing Party

9.3 Obligations

The receiving Party will:

• use Confidential Information only to perform obligations or exercise rights under this Agreement;
• not disclose it to third parties except as permitted; and
• limit access to personnel and subcontractors with a need to know and equivalent confidentiality obligations.

9.4 Required Disclosures

If the receiving Party is legally required to disclose Confidential Information (e.g., subpoena or court order), it will provide prompt notice to the disclosing Party where legally permitted and reasonably cooperate in seeking protective measures.

9.5 Return or Destruction

Upon termination or upon written request, each Party will return or securely destroy the other’s Confidential Information, except for copies retained in backup or for legal and relevant regulatory record keeping.

10. Intellectual Property (IP)

10.1 Pre‑Existing IP

Each Party retains all right, title, and interest in its pre‑existing intellectual property, including methods, tools, software, and know‑how.

10.2 Work Product

Unless otherwise stated in an SOW, Consultant grants Client a non‑exclusive, non‑transferable, royalty‑free license to use deliverables and reports developed specifically for Client under this Agreement for Client’s internal business purposes in the US.

10.3 Restrictions

Client may not resell, sublicense, or commercially exploit Consultant’s proprietary methodologies, tools, or templates, except as expressly authorized in writing.

11. Warranties and Disclaimers

11.1 Consultant Warranties

Consultant warrants that:

• it has the right and authority to enter into this Agreement; and
• it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

11.2 Client Warranties

Client warrants that:

• it has the authority to enter into this Agreement; and
• information it provides to Consultant is, to its knowledge, accurate and lawful to disclose.

11.3 Disclaimer

Except as expressly provided, Consultant disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement, to the maximum extent permitted by US law.

12. Limitation of Liability

12.1 Excluded Damages

To the fullest extent permitted by US law, neither Party will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility.

12.2 Liability Cap

Except for:

• breaches of confidentiality;
• violations of data protection;
• a Party’s indemnification obligations; or
• Client’s payment obligations,

each Party’s aggregate liability arising from this Agreement will not exceed the total fees paid by Client to Consultant under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim.

13. Indemnification

13.1 Consultant Indemnity

Consultant will indemnify, defend, and hold harmless Client from third‑party claims arising out of:

• Consultant’s gross negligence or willful misconduct; or
• Consultant’s infringement of a US intellectual property right by the deliverables, excluding Client‑supplied content or modifications not authorized by Consultant.

13.2 Client Indemnity

Client will indemnify, defend, and hold harmless Consultant from third‑party claims arising out of:

• Client’s use or implementation of deliverables contrary to law or this Agreement; or
• Client’s violation of relevant laws, including improper referral arrangements or billing practices.

13.3 Procedures

The indemnified Party must promptly notify the indemnifying Party of any claim (reasonable delay not relieving obligations unless prejudicial), allow the indemnifying Party to control the defense and settlement, and reasonably cooperate at the indemnifying Party’s expense.

14. Force Majeure

Neither Party will be liable for failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including natural disasters, acts of war, terrorism, labor disputes, government actions, public health emergencies, or failures of utilities or communications, provided the affected Party uses commercially reasonable efforts to resume performance.

15. Assignment and Subcontracting

15.1 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except either Party may assign it without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

15.2 Subcontractors

Consultant may use subcontractors for portions of the Services but remains responsible for their performance and for ensuring that they are bound by confidentiality, data protection, and regulatory compliance obligations no less protective than those in this Agreement.

16. Governing Law and Dispute Resolution (US)

16.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without giving effect to its conflict of laws rules.

16.2 Dispute Resolution

The Parties will first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, the dispute will be resolved by:

• non‑binding mediation in Kent County, Delaware; and, if still unresolved,
• litigation in the state or federal courts located in Kent County, Delaware, which will have exclusive jurisdiction, unless the Parties agree in writing to binding arbitration.

17. Miscellaneous

17.1 Entire Agreement

This Agreement, together with all SOWs and any BAA, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior discussions or understandings.

17.2 Amendments

Any amendment must be in a writing signed (including e‑signature) by authorized representatives of both Parties.

17.3 Severability

If any provision is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid portion will be interpreted to best accomplish the original intent to the extent permitted by law. ​

17.4 Waiver

No waiver of any provision will be effective unless in writing, and a failure to enforce any right will not operate as a waiver of that right in the future.

17.5 Counterparts and Electronic Signatures

Unless otherwise stated in the order, this agreement (terms and Conditions) is accepted by the client by ordering the SOW and therefore do not require a separate signature.