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Healthcare Contracting With Vendors and Suppliers

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

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Friday, May 31, 2024

Recorded event now available

or call 1-800-926-7926

This CLE course 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 clauses that may be contentious between the vendor and facility.


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. 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 that may be contentious between the vendor and facility.



  1. Vendor due diligence
  2. 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)
  3. Best practices for negotiating critical provisions


The panel will review these and other important topics:

  • What provisions should counsel include in hospital and healthcare organization 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?


Devassy, Vimala
Vimala Devassy

Partner, Co-Chair Healthcare Technology Team
Baker & Hostetler

Ms. Devassy focuses her practice on transactions and regulatory matters for healthcare industry clients. She has a...  |  Read More

Frost, Jeffrey
Jeffrey H. Frost

Jackson Walker

Mr. Frost draws on more than 20 years of experience as in-house counsel to advise clients on healthcare regulatory...  |  Read More

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