Master Services Agreement

Legal · Bioscope Foundry, LLC (a Delaware limited liability company) · Effective date: as set out in the executed Order · Last updated: June 23, 2026

Draft template for legal review. A redlinable master services agreement, not an executed contract. Prepared from Foundry’s MSO model. Not legal advice; have counsel review before signing.

This Master Services Agreement (this “Agreement”) is entered into between Bioscope Foundry, LLC, a Delaware limited liability company ("Foundry"), and the physician-owned medical practice identified in the executed Order (the “Practice”). It governs the administrative and management services Foundry provides to the Practice and the operating platform Foundry makes available to the Practice and its authorized personnel. Foundry does not practice medicine and does not own any interest in the Practice. The Practice remains 100% owned by its physician owner(s) and remains solely responsible for the practice of medicine and all clinical decisions.

1. Definitions

“Authorized User” means an individual employed or contracted by the Practice who is authorized by the Practice to access the Services.
“Applicable Laws” means all federal, state, and local laws, rules, regulations, and orders applicable to the parties’ performance under this Agreement, including HIPAA and state corporate-practice-of-medicine laws.
“BAA” means the Business Associate Agreement between Foundry and the Practice, incorporated by reference.
“Confidential Information” means any non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential.
“Documentation” means the user guides, technical documentation, and policy references that Foundry makes available for the Services.
“Foundry IP” means the Services (including the operating platform, software, models, configurations, and underlying technology), Documentation, and any aggregated or de-identified data, and all improvements thereto.
“Order” means an executed order form (or signed services schedule) that references and incorporates this Agreement and sets out the Services purchased, fees, and term.
“Patient” means an individual who is a patient of the Practice.
“PHI” has the meaning given to it under HIPAA.
“Practice Data” means data, content, or information that the Practice or its Authorized Users input into, generate within, or otherwise provide to the Services, including PHI handled under the BAA.
“Services” means the administrative, operational, and technology services Foundry provides under this Agreement and any Order, including access to Foundry’s operating platform and the management services described in Section 2.
“Subscription Term” means the term specified in the Order and any renewal terms.
“Support Terms” means Foundry’s then-current Support Terms, incorporated by reference.

2. Services

2.1 Scope of Services

Foundry provides administrative and management services to the Practice, including, as set out in the Order:

Access to Foundry’s operating platform (patient record management on Foundry’s FHIR service / FHIR R4, scheduling, communications routing, and team coordination);
Back-office and administrative support (intake, billing operations, vendor management, and compliance operations);
An AI-enabled agent system that supports administrative and clinical-adjacent workflows under the safeguards described in this Agreement and the BAA;
Identity, access, and security administration;
Practice launch, growth, and onboarding support; and
The Support Services described in the Support Terms.

Administrative and management services only. The Services are administrative and managerial; Foundry does not provide medical, clinical, legal, tax, or accounting advice and does not practice medicine. AI-assisted outputs are intended to augment, not replace, a physician’s professional judgment.

2.2 License

Subject to the Practice’s compliance with this Agreement and timely payment of fees, Foundry grants the Practice (and its Authorized Users) a non-exclusive, non-transferable, limited right during the Subscription Term to access and use the operating platform and Documentation solely for the Practice’s internal business purposes in connection with operating the Practice.

2.3 Restrictions

The Practice will not (and will not permit any Authorized User or third party to): (a) copy, modify, or create derivative works of any Foundry IP; (b) reverse engineer, decompile, or attempt to derive source code from Foundry IP; (c) sublicense, sell, rent, or otherwise transfer Foundry IP to any third party; (d) interfere with the security or operation of Foundry IP, or use Foundry IP in any manner that violates Applicable Laws; (e) use the Services to develop a competing service; or (f) use any robot, spider, scraper, or automated means to access the Services without Foundry’s prior written consent.

2.4 Changes

Foundry may modify the Services, Documentation, and Support Terms from time to time, including to comply with Applicable Laws, add or remove non-material functionality, or improve security. Foundry will provide reasonable advance notice of any material adverse change to the core Services.

3. Ownership and control of the Practice

The Practice is owned 100% by its physician owner(s). Nothing in this Agreement transfers ownership of, or grants Foundry any equity, voting right, or other ownership interest in, the Practice. All clinical decisions, including diagnosis, treatment, prescribing, professional licensure, and the practice of medicine, remain the sole and exclusive responsibility of the Practice and its licensed physicians. The parties intend that this Agreement complies with state laws restricting the corporate practice of medicine; nothing in this Agreement should be interpreted in a manner inconsistent with that intent.

4. Practice obligations

4.1 Authorized Users

The Practice will determine the access controls and permissions of its Authorized Users and is solely responsible for activity occurring under its and its Authorized Users’ accounts. The Practice will safeguard credentials, not share access, and will notify Foundry promptly of any unauthorized use or other suspected security breach.

4.2 Equipment

The Practice will maintain the internet access, devices, and supporting infrastructure required to access and use the Services.

4.3 Practice Data

The Practice is solely responsible for Practice Data, including its accuracy, legality, and quality, and represents and warrants that it has the necessary rights and consents to provide Practice Data to Foundry and to permit Foundry’s use of Practice Data to perform the Services. The Practice is solely responsible for obtaining patient authorizations and consents and for issuing its own Notice of Privacy Practices.

4.4 Compliance

The Practice will use the Services in compliance with Applicable Laws and the Practice’s professional obligations, and will not request that Foundry use or disclose PHI in any manner that would violate HIPAA.

5. Fees and payment

Fees for the Services, the billing schedule, and the mechanics of collection are set out in the applicable Order. Fees are exclusive of taxes; the Practice is responsible for applicable sales, use, and similar taxes (other than taxes on Foundry’s net income). Changes to recurring fees take effect at the start of the next renewal term, with written notice before the renewal date.

6. Term, renewal, and offboarding

6.1 Term

The initial Subscription Term is set out in the Order and is, by default, 12 months from the Effective Date. Unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term, the Subscription Term will automatically renew for successive periods equal to the initial term.

6.2 Clean offboarding

Foundry commits to a 90-day clean offboarding. On termination or expiration of this Agreement, Foundry will, at the Practice’s direction:

Export Practice Data, including PHI, in standard, machine-readable formats (FHIR R4 for clinical data) within 90 days of termination;
Transfer custody of practice-owned assets (domain, email, brand materials, patient records) to the Practice or a successor designated in writing by the Practice;
Cooperate reasonably with a successor MSO or vendor to support continuity of care; and
Return or destroy PHI as set out in the BAA.

Foundry will not condition offboarding on the resolution of any billing or commercial dispute or on entering a new commercial relationship.

7. Termination and suspension

7.1 Termination for cause

A party may terminate this Agreement on written notice if the other party commits a material breach and fails to cure within 30 days of receiving notice of the breach. A party may also terminate immediately on written notice if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

7.2 Termination for convenience

The Practice may terminate this Agreement for convenience on at least 90 days’ prior written notice; any refund treatment is as set out in the Order, and the Practice retains its 90-day offboarding rights.

7.3 Suspension

Foundry may temporarily suspend access to the Services if (i) undisputed amounts due under the Order remain unpaid after written notice, (ii) Foundry reasonably determines continued use creates a security or compliance risk to the Services or to other practices, or (iii) Foundry reasonably believes the Practice is materially breaching this Agreement. Foundry will use commercially reasonable efforts to give prior notice and to promptly restore access once the issue is resolved.

7.4 Survival

Sections that by their nature should survive (including Sections 3, 5, 6.2, 8, 9, 10, 12, 13, and 14) will survive termination or expiration of this Agreement.

8. Intellectual property

8.1 Foundry IP

Foundry owns and retains all right, title, and interest, including all intellectual-property rights, in and to Foundry IP and any modifications, enhancements, and derivative works thereof. No rights are granted by implication or estoppel.

8.2 Practice IP

The Practice owns and retains all right, title, and interest in Practice Data, the Practice’s brand (including practice name, logo, and patient-facing materials), and the Practice’s own clinical records and operational know-how. Foundry receives a limited, non-exclusive license to use Practice Data solely to perform the Services and as otherwise permitted under this Agreement and the BAA.

8.3 Aggregated and de-identified data

The Practice agrees that Foundry may generate aggregated and de-identified data from use of the Services (subject to the de-identification standard in the BAA and 45 C.F.R. § 164.514). Such data is owned by Foundry and may be used by Foundry to operate, secure, improve, and develop the Services, provided that it cannot reasonably be used to identify the Practice or any Patient.

8.4 Feedback

If the Practice or any Authorized User provides feedback or suggestions about the Services, Foundry may freely use that feedback without obligation, restriction, or compensation.

9. Practice data and PHI

9.1 PHI

To the extent the Services involve PHI, each party’s obligations regarding PHI are governed by the Business Associate Agreement incorporated into this Agreement by reference. The BAA controls any conflict between this Agreement and the BAA with respect to PHI.

9.2 Security

Foundry maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Practice Data, as described in the BAA and in Foundry’s published security program.

9.3 Acceptable use

The Practice will not use the Services in any manner that violates Applicable Laws, infringes third-party rights, or introduces malware or other harmful code. The Practice will not use the Services to develop, train, or fine-tune competing AI systems or to extract Foundry IP.

10. Confidentiality

Each party will protect the other party’s Confidential Information using at least the degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care, and will use Confidential Information solely to perform under this Agreement; Confidential Information does not include information that (a) was known without a duty of confidentiality before disclosure; (b) is or becomes publicly available without breach; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Confidential Information. The receiving party may disclose Confidential Information if compelled by law, after giving the disclosing party prompt notice (if legally permitted) and reasonable cooperation to seek protective measures.

11. Representations and warranties

11.1 Mutual

Each party represents and warrants that (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) it has the full power and authority to enter into and perform this Agreement; and (c) this Agreement, when executed, will constitute a valid and binding obligation enforceable against it in accordance with its terms.

11.2 Foundry

Foundry will provide the Services in a professional and workmanlike manner and in material conformance with the Documentation. As the Practice’s sole and exclusive remedy for a breach of this warranty, Foundry will use commercially reasonable efforts to remediate the issue identified in writing by the Practice.

11.3 Practice

The Practice represents and warrants that:

(a) it has all necessary rights, licenses, consents, and authorizations to provide Practice Data to Foundry and to permit Foundry’s use of Practice Data to provide the Services;
(b) it is, and at all times during the Subscription Term will remain, 100% owned by one or more physicians licensed in the United States (MD or DO) who hold the entirety of its equity interests; no non-physician person or entity holds a direct or indirect equity interest in the Practice;
(c) the Practice’s structure, the relationship contemplated by this Agreement, and the Services Foundry provides comply with all applicable state corporate-practice-of-medicine, fee-splitting, anti-kickback, and self-referral laws of every jurisdiction in which the Practice operates, and the Practice has obtained any independent legal advice it deems necessary to make this representation;
(d) all clinical decisions affecting Patients are made exclusively by licensed physicians or other appropriately licensed clinicians under the Practice’s supervision; Foundry’s role is administrative and non-clinical;
(e) the Practice maintains its own professional-liability (malpractice) insurance, its HIPAA covered-entity obligations, and any state-specific health-information notices its Patients are entitled to receive; and
(f) it will promptly notify Foundry if any representation in this Section 11.3 ceases to be true.

11.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICES, FOUNDRY IP, AND ALL ASSOCIATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND FOUNDRY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. AI-ASSISTED OUTPUTS ARE NOT MEDICAL ADVICE; PHYSICIANS REMAIN SOLELY RESPONSIBLE FOR CLINICAL DECISIONS.

12. Indemnification

12.1 By Foundry

Foundry will defend the Practice from and against any third-party claim arising out of:

(a) Intellectual property infringement: an allegation that the Services, as provided by Foundry and used in accordance with this Agreement, infringe a third party’s U.S. copyright, patent, or trademark; or
(b) Foundry breach or administrative negligence: a claim arising from Foundry’s material breach of the Business Associate Agreement, Foundry’s gross negligence or willful misconduct in its handling of PHI or Practice Data, or a security incident affecting the Foundry-operated Services that is caused by Foundry (and not by the Practice, its Authorized Users, or factors outside Foundry’s reasonable control). Without limiting the foregoing, this clause (b) includes the Practice’s reasonable costs of HIPAA breach notification to affected Individuals, HHS, and the media, and the Practice’s reasonable costs of responding to an HHS Office for Civil Rights investigation, where the breach is determined to have been caused by Foundry’s act or omission.

Foundry will indemnify the Practice for damages and reasonable costs (including attorneys’ fees) finally awarded against it or agreed in settlement under (a) or (b), provided that the Practice (i) promptly notifies Foundry in writing of the claim, (ii) gives Foundry sole control of the defense and settlement (subject to the Practice’s right to participate at its own expense with counsel of its choice), and (iii) reasonably cooperates with the defense. The obligation in clause (a) does not apply to claims arising from (1) use of the Services in combination with data, software, hardware, or technology not provided by Foundry; (2) modifications not made by Foundry; (3) Practice Data; or (4) third-party services the Practice elects to use. The obligation in clause (b) does not apply to claims caused by the Practice’s misuse, the Practice’s breach of this Agreement or the BAA, or factors outside Foundry’s reasonable control.

12.2 By the Practice

The Practice will defend Foundry from and against any third-party claim arising out of (a) the Practice’s (or its Authorized Users’) misuse of the Services or Foundry IP; (b) Practice Data; (c) the Practice’s violation of Applicable Laws or breach of its representations and warranties under this Agreement; or (d) any claim by or on behalf of a Patient relating to clinical care or outcomes, and will indemnify Foundry for damages and reasonable costs finally awarded or agreed in settlement.

13. Limitation of liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE ESSENTIAL TERMS AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. General

14.1 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, or employer-employee relationship.

14.2 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void.

14.3 Force majeure

Neither party will be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, so long as the party uses commercially reasonable efforts to mitigate.

14.4 Notices

Notices must be in writing and delivered to the addresses set out in the Order. Notice by email is effective on confirmed receipt.

14.5 Governing law and venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party irrevocably submits to that jurisdiction and venue. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.6 Integration

This Agreement, together with the BAA, the Support Terms, any Orders, and any exhibits or addenda, constitutes the entire agreement between the parties on the subject matter and supersedes any prior or contemporaneous agreements or understandings. Terms in any purchase order or order documentation (other than the Order itself) are not incorporated. In the event of a conflict, the BAA controls with respect to PHI; otherwise, the Order controls over this Agreement, which controls over the Support Terms.

14.7 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.8 No third-party beneficiaries

This Agreement is for the benefit of the parties only and does not confer rights on any third party.

15. Contact

Bioscope Foundry, LLC
Attn: Legal
legal@bioscopefoundry.com
11939 N. Meridian Street, Suite 125, Carmel, IN 46032

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