HPS Network Participation Agreement
(Terms of Network Participation)
Last Updated: 2026-01-30
This Network Participation Agreement (this “Agreement”) is made by and among Health Performance Specialists, LLC, a Florida limited liability company (“HPS”), and the enrolling medical practice (“Practice”). Each of HPS and Practice are sometimes referred to herein as a “Party” and collectively, as the “Parties.”
By submitting an order form, enrolling in membership, purchasing services, or otherwise accessing HPS services, Practice acknowledges that it has read, understands, and agrees to be bound by this Agreement.
I. NETWORK PARTICIPATION AGREEMENT
Appointment, Authority and Duties of HPS
Scope of Agreement
This Agreement sets forth the understanding and agreement between HPS and Practice for the provision of the services described on Exhibit A hereto (the “Services”) by HPS to Practice. Exhibit A may be modified from time to time by the written agreement of HPS and the Practice.
Organization and Operation
HPS shall at all times during the Term be and remain legally organized and operated to provide the Services and to operate its business in a manner consistent with all applicable state and federal laws.
Performance Standards
All of the Services provided by HPS shall be competently and timely performed, shall comply in all material respects with applicable laws and regulations, and shall otherwise conform to the specifications, terms and limitations of this Agreement.
Conflicts of Interest
HPS represents and warrants that as of the Effective Date it has disclosed to Practice any and all investment interests it has in any vendor, supplier, distributor or manufacturer of, or other entity or provider providing services, equipment, supplies or materials to Practice at the recommendation of HPS.
II. COVENANTS AND RESPONSIBILITIES OF PRACTICE
Organization and Operation
Practice shall at all times during the Term be and remain legally organized and operated to provide Professional Services and operate its business in a manner consistent with all applicable state and federal laws.
Professional Standards
Practice shall ensure that each physician and other healthcare professional providing services on behalf of Practice maintains applicable licensure and provides such services in accordance with applicable federal, state and municipal laws, rules, regulations, ordinances and orders.
Insurance
Practice shall obtain and maintain professional liability insurance on behalf of Practice and its employees, affiliates and independent contractors and/or obtain proof of such coverage from such employees, affiliates, or independent contractors. When possible, such coverage will be obtained from an A-rated, admitted, non-surplus lines carrier.
Provision of Professional Services
Practice shall be responsible for and shall have complete authority, responsibility, supervision and control over the provision of all medical care performed for and on behalf of the Practice’s patients, and that all diagnoses, treatments, procedures and other professional health care services shall be provided and performed exclusively by or under the supervision of professionals as they, in their sole discretion, deem appropriate.
Non-Solicitation
During the Term and for a period of twelve (12) months following the effective date of expiration or termination of this Agreement for any reason (the “Restriction Period”), Practice expressly covenants and agrees that it shall not, directly or indirectly, whether on its own behalf or on behalf of, through, or in conjunction with any third party:
a. Solicit for employment or other engagement, hire, retain, or otherwise contract with any individual who is, or within the six (6) months immediately preceding such solicitation or engagement was, an employee, consultant, or independent contractor of HPS, its Affiliates, or any other practice, facility, or entity that is then or was during the Term a member of the HPS network and that became known to Practice in connection with the Services (“Network Personnel”);
b. Induce, encourage, or attempt to induce or encourage any Network Personnel to terminate, reduce, or otherwise adversely modify his or her employment or contractual relationship with HPS, its Affiliates, or any other HPS network member, or to accept employment or an engagement with Practice or any business, enterprise, or individual that is competitive with or otherwise detrimental to HPS or its network;
c. Solicit, induce, encourage, or attempt to induce or encourage any current HPS network member, or any practice or entity that became known to Practice through its participation in the HPS network, to
(i) terminate, diminish, or adversely modify its relationship with HPS, or
(ii) enter into any direct purchasing, consulting, advisory, or other commercial arrangement with Practice or any of its Affiliates that would reasonably be expected to replace or bypass HPS’s role in coordinating or administering the relationship between such network member and HPS.
Practice acknowledges and agrees that a breach of this Section II.5 would cause HPS irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, HPS shall be entitled to seek injunctive relief and specific performance to enforce the provisions of this Section without the necessity of posting bond or proving actual damages.
III. TERM AND TERMINATION
Term
The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”), unless this Agreement is terminated pursuant to the terms and conditions set forth in this Section IV; provided, however, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either Party provides written notice of non-renewal at least ninety (90) days prior to the then given Term.
Termination Without Cause
Following the Initial Term, either Party may terminate this Agreement at any time, with or without cause, upon ninety (90) days’ prior written notice to the other Party.
Termination for Cause
Either Party shall have the right to terminate this Agreement upon written notice of such termination to the other Party in the event that:
- Either Party is in material breach of any provision of this Agreement and the breaching party has not cured the breach within ten (10) days of receipt of notice from the non-breaching party;
- The business of either Party is terminated or suspended;
- A petition for bankruptcy is filed by or against either Party;
- A receiver is appointed on account of either Party’s insolvency; or
- Any assignment is made of either Party’s business for the benefit of its creditors.
Effects of Termination
Upon termination of this Agreement, as hereinabove provided, no Party shall have any further obligations under this Agreement, except for:
(a) Obligations accruing prior to the date of termination, to include the Services Fee and reimbursement to HPS of any and all Professional Services Expenses paid on behalf of Practice and provided prior to the termination of this Agreement;
(b) Obligations, promises, or covenants set forth in this Agreement that are expressly made to extend beyond the Term, including, without limitation, indemnity, confidentiality, and HIPAA/HITECH Act compliance provisions, which provisions shall survive the expiration or termination of this Agreement; and
(c) The obligations of each Party described in this Section IV.5.
IV. MUTUAL COVENANTS
Confidentiality
Confidentiality covenants between the Parties shall be governed by the Confidentiality and Nondisclosure Agreement previously executed by the Parties and attached hereto as Exhibit C.
Indemnification; Defense of Claims
Each party agrees to defend, indemnify and hold harmless the other party (including its officers, agents, and employees) from and against any and all claims, demands, liabilities, and costs incurred by the indemnified party, including reasonable attorney’s fees, directly arising out of or in connection with the indemnifying party’s:
(a) breach of any provision of this Agreement, and/or
(b) negligent conduct (including the negligent conduct of the indemnifying party or its officers, agents or employees).
If any event occurs giving rise to a claim for indemnification hereunder, the party against whom indemnification is sought shall be entitled to prompt written notice thereof from the other party hereto (including a full disclosure of all facts and circumstances giving rise to the claim of indemnification). In such an event, the indemnified party shall have the option of either providing its own defense for which the indemnifying party shall promptly pay the indemnified party its reasonable costs and expenses or the indemnified party may tender the defense to the indemnifying party which shall assume it. The parties shall agree mutually to any and all settlement of disputes covered by this indemnification provision.
Medicare/Medicaid Eligibility
Each Party represents and certifies that such Party, its affiliates and their respective Representatives and the employees of each is not currently excluded, suspended, debarred, or otherwise ineligible to participate in any federal health care programs or in any other state or federal government payment program (such healthcare program or payment program, a “Program”), has not been convicted of a crime relating to the provision of health care, or has not been reinstated to participate in a Program after a period of exclusion, suspension, debarment or ineligibility.
Non-Disparagement
Neither Party shall, directly or indirectly:
i) make any statements or take any other action to defame, disparage or compromise the goodwill, name, brand or reputation (collectively, the “Goodwill”) of the other Party; or
ii) commit any other action that could likely injure, hinder or interfere with the business, business relationships or Goodwill of the other Party.
V. MISCELLANEOUS
No Patient Referrals
HPS and Practice agree that the benefits to Practice hereunder do not require, are not payment for, and are not in any way contingent upon the referral, admission, or any other arrangement for the provision of any item or service offered by HPS or any Affiliate of HPS.
Status of Contractor
None of the provisions of this Agreement are intended to create any relationship between the parties other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither of the parties, nor any of their respective officers, directors, employees or agents, shall have the authority to bind the other or shall be deemed or construed to be the agent, employee or representative of the other except as may be specifically provided herein. Neither party, nor any of their employees or agents, shall have any claim under this Agreement against the other party for Social Security benefits, workers’ compensation, disability benefits, unemployment insurance, vacation, sick pay, or any other employee benefits of any kind.
No Responsibility for Fraudulent Acts
No Party shall be liable for any direct, indirect, or consequential damages, losses, taxes, interest or penalties arising from its discovery or failure to discover any errors, irregularities, or illegal acts of any other Party or its representatives, providers, independent contractors or fiduciaries (as applicable), including acts of fraud, embezzlement or defalcations.
Notices
Unless otherwise provided herein or agreed to in writing by the Parties, all notices or other communications relating to the performance, enforcement, or other legal aspects of this Agreement will be in writing and may be personally delivered, sent by overnight courier service to the other Party at the address set forth on the signature page hereto, or delivered as a .pdf e-mail attachment to the e-mail address set forth on the signature page hereto. Any other communications between the Parties, including those relating to technical and business collaboration, may be conducted over telephone, email, or by other means reasonable under the circumstances and mutually acceptable to both Parties. Notice shall be deemed given if personally served on the date if it is personally delivered, or if mailed or e-mailed, the date it is deposited in the mail or transmitted via e-mail in accordance with the foregoing.
Governing Law; Venue
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF SUCH JURISDICTION.
THE PARTIES FURTHER AGREE THAT THE VENUE OF ANY CLAIM, DISPUTE OR CONTROVERSY HEREUNDER SHALL BE BROUGHT ONLY IN A STATE OR FEDERAL COURT LOCATED IN HILLSBOROUGH COUNTY, FLORIDA, AND THE PARTIES HERETO EACH SUBMIT TO THE JURISDICTION OF SAID COURTS.
Limitation on Liability
IN NO EVENT SHALL HPS BE LIABLE TO PRACTICE OR ANY OF PRACTICE’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL HPS’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SERVICES FEES PAID TO HPS HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OMISSION RESULTING IN LIABILITY, REGARDLESS OF THE FORM OF ACTION.
Assignment
Practice may not assign this Agreement or any beneficial interest herein, including by the transfer of the membership interests in such Party, without the written consent of HPS. HPS may assign this Agreement in connection with the sale of its assets or a partial sale of certain business assets and HPS may make a collateral assignment thereof to any lender providing financing to HPS.
Waiver of Breach
The waiver by any Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to constitute a waiver of any subsequent breach of the same or another provision.
Enforcement
If any Party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing Party shall be entitled to recover reasonable out-of-pocket expenses of the action, including reasonable attorney’s fees, whether pre-trial, at trial, and/or on appeal.
Force Majeure
No Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of Services to the extent such delay or failure to perform is deemed to result, directly or indirectly, from acts of God, civil or military authority, acts of public enemy or terrorism, war, fires, explosions, earthquakes, failure of transportation, or strikes or other work interruptions by any Party’s employees or contracting parties.
HPS is Not Engaged in Practice’s Practice of Medicine
Nothing in this Agreement is intended or shall be construed to allow HPS to exercise control or direction over the manner or method by which any physician or other licensed healthcare professional performs professional healthcare services. HPS shall not interfere in any manner or to any extent with the performance of any licensed individual’s medical or professional judgment. To the extent any act or service in this Agreement required by HPS should be construed to constitute the practice of medicine by any governmental authority, the requirement to perform that act or service by HPS shall be deemed waived and unenforceable.
Severability
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of such provision, covenant, or condition will remain in full force and effect and will in no way be affected, impaired, or invalidated, unless to do so would substantially destroy the fundamental purposes of this Agreement.
Divisions and Headings
The divisions of this Agreement into articles, sections, and subsections and the use of captions and headings in connection therewith are solely for convenience and shall not affect in any way the meaning or interpretation of this Agreement.
Counterparts, Amendments, and Agreement Execution
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all the Parties reflected herein as the signatories. Signatures transmitted via facsimile or pdf/email transmission shall be deemed originals for this purpose.
Entire Agreement
This Agreement and the other agreements and documents to be entered into pursuant to the terms of this Agreement supersede all previous contracts and together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof.
Reformation
If at any time during the Term, the contents or validity of this Agreement are challenged by any governmental authority or agency under applicable law, or, based on a legal opinion received from legal counsel of either Party, it is concluded that a violation of law has occurred as a result of this Agreement or that a violation of law will occur as a result of this Agreement, which violation would result in material adverse consequences to either Party hereunder (a “Material Adverse Event”), the Parties agree to negotiate in good faith to revise, reform and/or restructure this Agreement and the relationship among the Parties in order to fully comply with applicable law in a manner that is equitable to all Parties in light of the intent of this Agreement. If the Parties are unable to agree, within thirty (30) days after actual knowledge is received by each Party of a Material Adverse Event, on how to revise, reform, and/or restructure this Agreement and their relationship to be in full compliance with applicable law, HPS shall have the option to terminate this Agreement, and Practice and HPS shall have no continuing financial obligations to each other except as set forth in Section IV.5 upon such termination.
Attorney Fees, Expenses, and Costs
The prevailing Party in any legal proceeding in which this Agreement, or any part of it, is sought to be enforced or interpreted, shall be entitled to an award of its attorney’s fees, expenses, and costs.
EXHIBIT A
SERVICES AND SCOPE OF WORK
The following outlines the scope of services provided by Health Performance Specialists (“HPS”) to the Practice under this Agreement, including membership benefits (“Core Membership Services”) and additional fee-based offerings (“Optional Services”).
SECTION 1: CORE MEMBERSHIP SERVICES (Included)
Onboarding and Ongoing Services
HPS Responsibilities
Group Purchasing Access
Access to negotiated vendor contracts for medical equipment supplies, EMR solutions, and operational services (e.g., marketing, HR, billing). Optional vendor programs with additional fees will be clearly disclosed.
Structured Onboarding (First 30 Days)
Members receive up to four (4) 30-minute onboarding calls during the first 30 days. Deliverables include:
- Practice Profile Summary
- Defined cost-saving operational priorities
- Identification of Practice’s top three (3) strategic goals
- Preferred vendor connection list
Monthly Strategic Check-In
One (1) 30-minute virtual strategy meeting per month, upon member or HPS request. Topics may include vendor usage, performance progress, operational troubleshooting, or guidance. Additional hours may require an upgrade or an hourly fee.
Quarterly Benchmarking Report (Athenahealth EMR Users Only)
Practices using Athenahealth will receive a quarterly performance report. The report includes a comparison to HPS network averages and highlights for improvement. Requires HPS to request access to Practice’s athenahealth tablespace and approval by Practice.
Annual Marketing Audit
One (1) 30-minute consultation per calendar year. Includes review of:
- Google Business Profile
- Website & SEO analysis
- Local search visibility
- Social media and online reviews
Deliverable: PDF summary of recommendations.
Member Responsibilities
To ensure mutual success, Practice agrees to:
- Attend onboarding and check-in sessions as scheduled
- Provide timely access to requested data (e.g., Athenahealth tablespace)
- Notify HPS of key operational changes (e.g., staffing, EMR, new locations)
- Actively participate in all activities above
- Inquire about any additional fees in advance
2. HPS Proven Process
HPS’s proven process, where high-performing practices come together to exchange insights, evolve operations, and drive collective growth.
HPS Responsibilities
- Monthly Physician Workshops (1 hour)
- Monthly Office Manager Workshops (1 hour)
- Monthly Marketing Workshops (30 minutes)
- Quarterly Ultrasound Tech Workshops (30 minutes)
Biannual Events
Two (2) HPS Vein Summits per calendar year, held virtually or in person. In-person attendance is strongly encouraged. Each Practice’s membership includes two (2) registration tickets per event at no additional cost. Additional tickets may be purchased by the Practice at a discounted member rate, as determined by HPS and communicated in advance of each event. CME credits provided.
Member Responsibilities
To ensure success, members agree to:
- Attend ALL Physician Workshops and Roundtable Meetings
- Strongly encourage manager and staff attendance at applicable workshops
- Read and engage with all HPS communications, including email updates
SECTION 2: OPTIONAL SERVICES (Fee-Based)
The following services are available for an additional fee or are included in the Strategic+ Tier:
- Custom operational projects (e.g., workflow redesign, hiring plans)
- Enhanced analytics support beyond standard benchmarking
- On-site visits or staff training sessions
- Active support for marketing campaigns
SECTION 3: VALUE TRACKING
Each Member will receive a Yearly Member Value Summary, which includes:
- Estimated cost savings from vendor programs
- Benchmark scorecard summary
- Strategic goal progress update
- Workshop or Roundtable participation recap
HPS reserves the right to revise this Scope of Work at any time, with notice to the Practice.
SECTION 4: SERVICES FEE AND PAYMENT TERMS
Services Fee
The monthly Services Fee shall be One Thousand Five Hundred Ninety-Nine Dollars ($1,599.00) commencing on the Effective Date. HPS shall submit a Monthly Invoice to Practice for any month no later than the twentieth (20th) day of the immediately following month, such invoice to provide reasonable detail for the determination of the Services Fee, including any expenses incurred by HPS on behalf of Practice, for such month. Extraordinary expenses shall be approved in advance by Practice.
Services Fee; Adjustments
In consideration of the Services, Practice shall pay to HPS the services fee(s) set forth in this Amendment A (the “Services Fee”). HPS may modify the Services Fee upon at least sixty (60) days’ prior written notice to Practice to account for:
(i) the provision of additional services as part of the Services package, or
(ii) a change in HPS’s costs of providing the Services substantial enough to warrant a modification.
Any such modification shall be effective on the date specified in HPS’s notice, which shall be no earlier than sixty (60) days after the date of such notice. Any modification under this Section shall be proportional to, and reasonably related to, such additional services or cost changes.
Reasonable Value
Payment of the Services Fee is not intended to be and shall not be interpreted or applied as permitting HPS to share in Practice’s fees, Professional Services or any other services. Rather, such payment is certified and acknowledged by all Parties as the Parties’ negotiated agreement as to the reasonable fair-market value of the Services performed hereunder.
Payment Method
Practice shall provide and maintain a valid ACH payment authorization on file with HPS at all times during the Term. Payments may be made via ACH or credit card.
Credit Card Processing Fee
If the Practice elects to make payments by credit card, a processing fee of three percent (3%) will be automatically added to each monthly transaction. Payments made via ACH will not incur this processing fee.
Declined Payment Policy
In the event that a credit card payment is declined, the Practice shall be required to transition to ACH as its payment method for all future monthly payments. The Practice will have ten (10) calendar days from the date of notification to resolve the declined payment by completing an updated ACH Authorization Form (or, in limited circumstances, an updated Credit Card Authorization Form, if approved by HPS in its sole discretion).
HPS reserves the right to use discretion in determining whether the Practice must transition to ACH based on the reason for the decline, including but not limited to confirmed fraud-related card cancellations or verified bank processing errors. All updated payment authorizations must be executed through DocuSign and maintained by HPS for its records.
If a Practice experiences three (3) declined payments within any twelve (12)-month period, HPS reserves the right to require all future payments to be made via ACH exclusively.
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
The Business Associate Agreement applicable to this Network Participation Agreement is incorporated herein by reference and is made available to the Practice via a separate link.
EXHIBIT C
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
The Confidentiality and Non-Disclosure Agreement previously executed by the Parties and applicable to this Network Participation Agreement is incorporated herein by reference and is made available to the Practice via a separate link.
