Healthcare Contracting With Vendors and Suppliers

Negotiating Indemnification, Limitation of Liability, Change of Control and Other Key Provisions

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, February 6, 2019

Recorded event now available

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Program Materials

This CLE webinar will guide counsel on healthcare contracting with vendors and suppliers. The panel will examine the key provisions to be included in these contracts and offer strategies for negotiating some of the crucial provisions which may be contentious between the vendor and facility.

Description

Hospitals and healthcare organizations have numerous contracts with vendors and suppliers, including some long-term contracts. Before entering into any vendor or supplier contract, healthcare counsel should carefully review and negotiate several key provisions to ensure the agreement meets the client's needs and protects the hospital or healthcare organization's interests.

Healthcare counsel should negotiate indemnification and limitation of liability language in the contract. In light of the convergence in today’s market, counsel should also consider including language to address the possibility of a change of control or assignment. Vendor or supplier contracts should also clearly describe the services to be performed and the associated requirements.

Another critical consideration is protected health information (PHI) and data use. Counsel should conduct due diligence on the vendor's cybersecurity and on the vendor's suppliers and partners who could have access to PHI. Healthcare counsel must ensure the privacy and security of PHI and agreements must be clear on data use rights.

Listen as our authoritative panel examines the key provisions, such as indemnification, limitation of liability and change of control, in healthcare contracts with vendors and suppliers. The panel will offer strategies for negotiating some of the key provisions which may be contentious between the vendor and facility.

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Outline

  1. Key provisions in healthcare contracts with vendors/suppliers
    1. Indemnification
    2. Limitation of liability
    3. Scope of services
    4. Payments
    5. Contract term and termination for convenience
    6. Assignment
    7. Change of control
    8. Performance requirements
    9. Privacy and security (HIPAA, PHI)
  2. Best practices for negotiating key provisions

Benefits

The panel will review these and other relevant topics:

  • What key provisions should counsel include in hospital and healthcare organization's contracts with vendors and suppliers?
  • What steps should counsel take during contract negotiations to avoid problems related to change in ownership of the vendor?
  • What can hospitals and healthcare organizations do during contract negotiations to minimize the privacy and security risks related to protecting health information?

Faculty

Bortniker, Alexis
Alexis Finkelberg Bortniker

Partner
Foley & Lardner

Ms. Bortniker is a member of the firm’s Healthcare Industry Team. Her practice focuses on transactional and...  |  Read More

Lee, Andrea
Andrea N. Lee

Partner
Honigman

Ms. Lee is a healthcare attorney who focuses her practice on post-acute healthcare law. She represents clients in...  |  Read More

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