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Terms & Conditions




Agreement to Provide and Pay for Services

1.1 Agreement to Provide Services. Physician agrees to serve in the virtual role as an independent contractor, which entails, inter alia, provide professional remote interpretation and consultation services set forth under Exhibit A (“Radiologic Services”) on an as-needed basis, subject to the terms and conditions of this Agreement. Company and Physician shall agree in writing in Exhibit A or any Agreement Addendums to the specific scope of services for which Physician is available to perform said Radiologic Services (“Scope of Servicess”).



Professional Qualifications and Physician Independence

2.1 Professional Qualifications and Obligations. At all times during the Term (defined below), Physician: (a) shall keep the personal and professional profile up-to-date with Company’s records; (b) shall maintain Physician’s status as a radiologist in his jurisdiction of practice; (c) shall be qualified and licensed to practice medicine in Physician’s jurisdiction of residence according to industry best standards; (d) shall be qualified to be licensed to practice medicine in those states determined by Company, which may be amended from time to time; (e) shall not be under current exclusion or sanction by any state or federal health care program, or in any non-U.S. jurisdiction with the exception or exclusion solely based on geographic location; (f) shall be eligible for the medical liability insurance for the jurisdictions in which medical practice is performed.

2.2 Reporting Requirements. Physician warrants that he/she will inform the Company in writing immediately of: (a) guilty or nolo contendere pleas to charges that Physician has violated any local, county, state or federal statutes; (b) denial or revocation of membership in a state, county or local society; (c) denial or relinquishment of staff membership or clinical or admission privileges in a hospital or other institution; (d) Physician becoming the subject of disciplinary action or inquiry by a hospital or medical staff, state medical licensing authorities or federal programs; (e) any malpractice claims settled or adjudicated against Physician; (f) voluntary surrender or involuntary suspension, revocation or restriction of state or federal narcotics controlled substance permit; (g) voluntary surrender or involuntary suspension, revocation or restriction of any professional license; (h) revocation of any professional board certification; (i) any action taken against Physician by any licensing authority; (j) any type of disciplinary action or inquiry by any licensing authority, institution or professional society; (k) any agreement made between Physician and any licensing authority not to seek re-licensure in a jurisdiction; (1) any type of disciplinary action or inquiry by any licensing authority, institution or society.

2.3 Medical Records and Imaging Access Privileges. Company agrees to provide Physician with reasonable assistance in obtaining accesses and privileges as may be necessary for Physician to provide the Services. Physician shall maintain during the Term, those memberships and appropriate clinical privileges.

2.4 Compliance with Professional Standards. Physician agrees that, at all times during the Term, Physician shall perform all Services in accordance with the standards of professional ethics and practice as may from time to time be applicable in the fields of medicine and radiology, generally. Physician acknowledges and agrees that all studies signed by Physician will have been reviewed by that Physician personally such that Physician accepts complete responsibility for the contents of all signed reports.

2.5 Independent Control by Physician in Provision of Services.

a. Physician acknowledges and agrees that Physician is licensed to practice medicine. Company provides technological platform to access medical imaging and other infrastructure services only and does not have control over or the right to direct the medical decision making or methods by which Physician performs Physician’s professional services. As a result, Physician assumes sole responsibility for, and Company shall have no liability of any kind with respect to, any aspect of the Services as they relate to the opinion or impression of any medical records.

b. This Agreement permits Physician to perform business activities including but not limited to radiological medicine and teleradiology, outside the scope of this Agreement and other than for Company, provided that Physician complies with the provisions of Section 7 of this Agreement.

2.6 Obligation to Update. Upon Company’s request, Physician shall provide certificates or other proof of continued compliance with Sections 2.1, 2.2 and 2.3 above, and shall provide Company written notice of any change in such status, not less than 30 days prior to the effective date of such change.



Financial Arrangements

3.1 Company Payments to Physician. Company shall make transfer payments to Physician towards Services rendered. Company shall remit such funds to Physician via electronic funds transfer directed to the account or accounts designated in writing by Physician from time to time or via any other means as determined by the Company.

3.2 Taxes; Withholdings, Benefits. All taxes associated with Physician’s work performed under this Agreement (such as personal income tax, or state fees assessed related to the provision of medical services) shall be the responsibility of the Physician. The parties understand and agree that this Agreement does not intend to assign tax liability other than for taxes directly related to payments or services made under this Agreement; however, by this Agreement, Physician is not assuming any special assessments, excise taxes, or similar tax liabilities arising out of services performed for Company prior to the date of this Agreement. To the extent permissible under the law, Company and Physician acknowledge and agree that: (a) neither Company nor any of Company’s clients will withhold on behalf of Physician pursuant to this Agreement any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body relating to Physician or make available to Physician any of the benefits afforded to employees of Company or of Company’s clients, and (b) all such withholdings and benefits, if any, are the sole responsibility of Physician. The Parties jointly will review the circumstances of Physician’s working relationship with Company within sixty (60) days of the Agreement Date to confirm the proper tax treatment of amounts earned by Physician.



Patient Records and Information

4.1 Patient Record and Patient Information. All patient records pertaining to professional services shall remain the property of the individuals. Company agrees that it shall cause Company’s clients to obtain patient consents and patient authorizations necessary for Physician to receive patient scans and other information necessary to perform the Services hereunder. Company shall cause Company’s clients to make such records available to Physician upon request and as necessary to facilitate the delivery of Services hereunder. Physician represents that he or she understands the requirements of, and shall comply with, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 45 C.F.R. Parts 160 and 164, and applicable laws of any U.S. state or in Physician’s jurisdiction of residence, if residing in the United States, relating to the privacy, security, and administration of health information, as and when effective and enforced. Physician agrees to make a good faith effort to execute any reasonable business associates and confidentiality agreements that the Company requires in order to gain access to its Client’s networks and patient information under HIPAA requirements.

4.2 Access to Books and Records. Physician and Company, each agrees to maintain all records in a form and for the period of time required by applicable laws. If legally required, Physician and Company shall make available to authorized agents of the Secretary of Health and Human Services (or other governmental authority) this Agreement, any amendments to this Agreement, and any books, documents or records belonging to Physician or Company and any related entity that may be necessary to verify the nature and extent of any payments made to Physician or Company hereunder. Any such access shall be in accordance with the written regulations established by the Secretary of Health and Human Services. In the event that Physician or Company is requested to disclose any books documents, or records for the purpose of an audit or investigation of Services delivered under this Agreement, Company or Physician shall notify the other of the nature and scope of the request and shall make all books, documents, or records so disclosed available to the other parties upon written request.




5.1 Equipment. As a condition to Physician’s inclusion in Company’s network of physicians qualified to perform Services, Physician shall obtain the internet access, other necessary equipment, software and such other things as described in Exhibit B (“Workstation”). Physician represents and warrants to Company that, prior to delivery of any Services, Physician shall have obtained the Internet Access and installed the Workstation. Physician represents and warrants that Workstation will be dedicated solely to the Services Physician provides to Company. Physician shall insure that the Internet Access is used exclusively for the provision of Services when Physician is providing services from the Workstation receiving data from the Internet Access. If required, Physician will allow remote access to Company provided computers by Company personnel for the purposes of maintenance and upgrade of software.




Confidentiality and Prohibition Against Competition

6.1 Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means information proprietary to Company and its clients and not generally known (including trade secret information) including, without limitation, information about Company’s clients, products, services, personnel, pricing, sales strategy, technology, methods, processes, research, development, finances, systems, techniques, accounting, purchasing and plans, including medical liability insurance policy. All information disclosed to Physician by Company or to which Physician obtains access, whether originated by Physician or by others (whether prior to execution of this Agreement or thereafter), shall be presumed to be Confidential Information if it is treated by Company as being Confidential Information or if Physician has a reasonable basis to believe it to be Confidential Information.

6.2 Obligation of Confidentiality.

a. Except as required in connection with Physician’s delivery of the Services hereunder, Physician shall not use or disclose to any person any Confidential Information for any purpose.

6.3 Noninterference with Existing Relationships. Physician agrees that during the Term and for a period of eighteen (18) months following termination of this Agreement, Physician will not directly or indirectly:

a. induce or attempt to induce any person who is employed by or otherwise engaged to perform Radiologic Services for Company to cease working for Company;

b. induce or attempt to induce any customer, client, vendor, or supplier of Company to cease doing business with Company.


6.4 Prohibition Against Solicitation. Unless otherwise agreed in writing, Physician will be restricted in the practice of radiology for the specified periods indicated below.

a. During the term of this Agreement, Physician will not, directly or indirectly, engage or participate, either individually or as an employee, contractor, consultant, principal, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business which provides radiology services through Company.


6.5 Equitable Remedies. Physician acknowledges that Company’s remedy at law for any breach or threatened breach of this Article will be inadequate. Therefore, Company shall be entitled to injunctive and other equitable relief restraining Physician from violating those requirements, in addition to any other remedies that may be available to Company under this Agreement or applicable law.