This Telemedicine Agreement (the “Agreement”) dated [insert date] (the “Effective Date”), is by and
between XXX Corporation (“XXX”), and [insert name of Client Company], a
[insert state] limited liability company, (“Client” “Members”), collectively the “Parties” and each a
i. MTD is a XXX professional association formed for the purpose of providing
medical care and related advice via telephonic or other electronic media (the “Telemedicine
Services”) through physicians who are duly licensed to practice of medicine in the applicable
jurisdiction and trained to provide the Telemedicine Services; and
ii. The Client desires to engage the services MTD on the terms and conditions set forth herein,
and MTD desires to offer its services to the client on such terms and conditions as set forth
below.; and

NOW, THEREFORE, in consideration of the foregoing recitals, and in accordance with the terms and
conditions set forth in this Agreement, the parties hereto hereby agree as follows:
1. Definitions. The defined terms in the introductory paragraph, the defined terms set forth below,
and the defined terms in the remainder of this Agreement each has the meaning so given to it
whenever used throughout this Agreement.
a. “Liability” means with respect to any Person, any liability or obligation of such Person of any
kind, character or description, whether known or unknown, absolute or contingent, accrued
or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured,
joint or several, due or to become due, vested or unvested, executory, determined,
determinable or otherwise, and whether or not the same is required to be accrued on the
financial statements of such Person.
b. “Losses” means all loss, Liability, damage or deficiency (including interest, penalties,
judgments, costs of preparation and investigation, and attorneys’ fees).
c. “Members” shall mean customers of MTD’s MTD Services.
d. “Person” means any individual, corporation, partnership, joint venture, limited liability
company, trust, unincorporated organization or governmental entity.
e. “Providers” mean licensed physicians who have contracted with, and who are made
available for Telemedicine Services through MTD.
f. “Telemedicine Services” means acute virtual physician visits and optionally, mental health
therapy, delivered virtually.
g. “MTD Services” means the provision by MTD of Telemedicine Services through the MTD
Website, pursuant to and subject to the Terms and Conditions set forth on Exhibit A.
h. “MTD Website” means a website and the related platform which facilitates the provision of
MTD Services.

2. Scope of Agreement. The Parties are entering into this Agreement to set forth the framework
pursuant to which MTD will a) develop and provide Client with access to a centralized

technology platform to collect and manage patient demographics, insurance information, and
acute health information for the purpose of being reviewed for recommended treatment by
MTD’s Medical Providers, and b) provide these patients with access to MTD Services available
through the MTD Website with all Telemedicine Services being provided by MTD; and for Client
to pay MTD the fees for the use of the Technology Platform and provision of such Telemedicine
Services as described herein. [expound on the scope]

3. Support Period. MTD agrees to provide continued support for the MTD Website during the Term
of this Agreement (the “Support Period”). The Support Period shall apply to any bugs or issues
relating to the features specified in Exhibit A and any updates required so that the MTD Website
will continue to be fully-functional in all modern internet browsers and on all mobile devices and
not to create new functionality for the MTD Website. This support will be provided to MTD at no
additional cost.
4. Responsibilities of MTD.
4.1 Provision of Scope of Features. MTD shall provide the Scope of Agreement to Client
throughout the Term.
4.2 Sole Responsibility for All Medical and Professional Matters. All medical and medically based
professional matters relating to the “practice of medicine” shall be the sole responsibility of
MTD. MTD expressly represents those services performed via the MTD Services shall be
conducted solely by licensed and credentialed Medical Practitioners that have contracted
with MTD.
4.3 Compliance with Law. MTD shall ensure that its service providers comply with all laws,
regulations, and ethical and professional standards applicable to the practice of
telemedicine, including, but not limited to state-specific telemedicine licenses. Physicians
providing medical services shall at all times be licensed to practice medicine in the states
where MTD offers services, including, but not limited to the MTD Services.
4.4 Availability. Provide Telemedicine Services to Members in a courteous and prompt fashion,
be available and accessible to Members, provide Members with full and meaningful
information, and render Telemedicine Services in a manner that assures continuity of care.
4.5 Patient Referrals. The parties agree that the benefits to Client hereunder do not require, are
not payment for, and are not in any way contingent upon, referral or any other
arrangements for the provision of any item or service offered by MTD or any affiliate of MTD
to any Provider, designated health care service provider or facility. At all times, the Parties
represent their intent to adhere to all Federal and State laws and regulations regarding
patient referrals.
5. Fees, Member Charges & Billing. It is agreed that Client shall be responsible for the payment to
MTD of the following fees during the Term:
5.1 Fees. For all services agreed to be provided hereunder and for all representations,
warranties and requirements hereunder, Client agrees to pay MTD the fees and amounts set
forth on Exhibit B (collectively, the “Fees”).

5.2 MTD shall be allowed to terminate the service to a particular Member for non-compliance
with any applicable rules, regulations or agreements regarding the use of the site or with
applicable laws or regulations, or to exercise other remedies allowed at law or in equity.
MTD will notify Client of any such instance including the name of Member and reason for
6. Assignment. Neither Party may assign any of its rights hereunder without the prior written
consent of the other Party.
7. Confidentiality, Non-Disclosure, and Non-Compete.
7.1 Confidentiality. During the Term of this Agreement, and for a period of two years after the
termination of this Agreement, except as contemplated herein, Client shall not permit third
parties to have access to any MTD confidential or proprietary information, including MTD
Materials, without first obtaining MTD’s written authorization and MTD shall not permit
third parties to have access to any of Client’s confidential or proprietary information,
including Client Materials, without first obtaining Client’s written authorization.
7.2 In the event that either Party has access to, or obtains in any way, confidential and
proprietary information that relates to the other Party’s business, including, without
limitation, information relating to clients and customers, sales, subscribers, subscriber usage
of websites, and all other non-public business, technical, marketing, or intellectual property
information relating to each Party’s business (“Confidential Information”), the Parties agree
to preserve and protect all Confidential Information and not disclose any Confidential
Information to any third party person or entity without the prior written consent of the
other Party, both during the term of this Agreement and subsequent to the termination of
this Agreement; provided however, that any Party hereto may disclose to any other party
any information already publicly known, discovered or created independent of any
involvement with the other Party or otherwise learned through legitimate means other than
from such Party. Both Parties shall take such actions as may be necessary to ensure that its
employees and agents are bound by, and comply with, all the provisions of this Section.
Both Parties shall be fully responsible for all damages stemming from a breach of this duty.

8. Indemnification.
8.1 Indemnification by Client. Subject to the provisions of this Section 16, Client agrees to
indemnify, defend and hold MTD and its affiliates, parents, stockholders, subsidiaries,
officers, directors, employees, agents, successors and assigns (such indemnified Persons are
collectively hereinafter referred to as “MTD Indemnified Persons”), harmless from and
against any and all Losses that any MTD Indemnified Person may suffer, sustain, incur or
become subject to arising out of or due to: (a) the non-fulfillment of any covenant,
undertaking, agreement or other obligation of Client under this Agreement; (b) any
inaccuracy of any representation of Client in this Agreement; (c) the breach of any
representation, warranty or covenant of Client in this Agreement; and (d) any gross
negligence or willful misconduct of Client or its employees. “Losses” as used in this Section

16 are not limited to matters asserted by third parties, but includes Losses incurred or
sustained in the absence of third-party Claims. Payment is not a condition precedent to
recovery of indemnification for Losses.
8.2 Indemnification by MTD. Subject to the provisions of this Section 16, MTD agrees to
indemnify, defend and hold Client and its affiliates, parents, stockholders, subsidiaries,
officers, directors, members, managers, employees, agents, successors and assigns (such
indemnified Persons are collectively hereinafter referred to as “Client Indemnified Persons”
and together with the MTD Indemnified Persons, the “Indemnified Persons”), harmless from
and against any and all Losses that any Client Indemnified Person may suffer, sustain, incur
or become subject to arising out of or due to: (a) the non-fulfillment of any covenant,
undertaking, agreement or other obligation of MTD under this Agreement; (b) any
inaccuracy of any representation of MTD in this Agreement; (c) the breach of any
representation, warranty or covenant of MTD in this Agreement; and (d) any gross
negligence or willful misconduct of MTD or its employees.
8.3 In claiming any indemnification hereunder, the Party claiming indemnification (the
“Claimant”) shall: (1) provide the other Party (the “Indemnifying Party”) with prompt
written notice of any claim that the Claimant believes calls for indemnification under this
Agreement; (2) grant the Indemnifying Party sole control of the defense and all related
settlement negotiations, provided that no settlement will be entered into which requires
any payment or expenditure by the Claimant of any amount without the Claimant’s consent,
and (3) provide the Indemnifying Party with the assistance, information and authority
necessary to perform the above. The Claimant may, at its option and expense, be
represented by separate counsel in any such action.
9. Compliance with Laws. Client shall comply with all applicable laws, legislation, rules, regulations,
and governmental requirements with respect to MTD Services and the License, including, but
not limited to, import and export restrictions, obtaining any necessary consents and licenses,
and registering or filing any documents. Client shall defend, indemnify, and hold MTD harmless
from and against any and all claims, judgments, costs, awards, expenses (including reasonable
attorney fees), and liability of any kind arising out of the noncompliance with applicable
governmental regulations, statutes, decrees or other obligations with respect to the MTD
10. Term of Agreement and Termination. The term of this Agreement shall be for one (1) year
beginning on the Effective Date. Thereafter, this Agreement shall be automatically renewed for
successive one-year terms, unless either Party gives the other Party written notice of
termination at least 60 days prior to the end of the then current term (such initial term and all
renewal terms, the “Term”). Such Term is subject to prior termination as provided below.
10.1 Breach. The Parties agree that any breach of one or more provisions of this Agreement
(including, but not limited to any breach of the requirements of Client set forth in the
Exhibits hereto and/or any failure of Client to timely pay any amount due hereunder)
that threatens to, or causes the other Party substantial harm is a material breach.
Furthermore, any breach of the confidentiality, non-disclosure, or non-competition
provisions of Section ‎7 by either Party, or failure to make payments as outlined in
Section ‎5, shall be considered material breaches. Furthermore, any conduct or

negligence that adversely affects the business or good name of the other Party will be
considered a material breach, unless the offending Party immediately ceases such
activity and cures any damage resulting from such conduct or negligence within 30 days
of written notice from the damaged Party.
10.2 Early Termination for Cause. In the event of an actual or perceived material breach of
this Agreement by either Party, the termination provisions of this section will not trigger
or be available to the non-breaching Party until the non-breaching Party has notified the
breaching Party in writing of the alleged material breach, citing in reasonable detail the
nature of the breach. If the offending Party agrees that they materially breached one or
more provisions of this Agreement, then the offending Party shall then have thirty days
to remedy such breach. If at the end of such thirty-day period, the breach has not been
remedied, the Agreement may be terminated by the non-offending Party. However, if
the Party accused of the material breach denies the breach in writing, or denies that it
was material, and produces reasonable evidence to support the denial, then the
offending Party may not terminate the Agreement, but must utilize the dispute
resolution provisions in Section 17 hereof.
10.3 Termination for Bankruptcy. Subject to applicable law, this Agreement may be
terminated by either Party upon written notice (i) upon the other Party’s making an
assignment for the benefit of creditors, or (ii) upon the other Party’s dissolution or
ceasing to do business.
10.4 Termination Upon Mutual Consent. This Agreement may also be terminated at any time
upon the mutual written consent of both Parties.
10.5 Duties Upon Termination. Upon termination of this Agreement, the following shall
apply: Each Party shall return or destroy all originals and copies of any Confidential
Information of the other Party regarding this project.
10.6 Force Majeure. A Party shall be excused from delays or failure to perform its duties
(other than payment obligations) to the extent such delays or failures result from acts of
nature, riots, war, acts of public enemies, fires, epidemics, or any other causes beyond
its reasonable control. The Parties will promptly inform and consult with each other as
to any of the above causes that in their judgment may or could be the cause of a
substantial delay in the performance of this Agreement. Either Party may, in its
discretion, terminate this Agreement if a delay in performance by the other Party
exceeds or is reasonably expected to exceed six months.
10.7 Waiver. The waiver by either Party of any default, breach or obligation hereunder shall
be ineffective unless in writing, and shall not constitute a waiver of any subsequent
breach or default. No failure to exercise any right or power under this Agreement or to
insist on strict compliance by the other Party shall constitute a waiver of the right in the
future to exercise such right or power or to insist on strict compliance.

11. Limitation of Warranties, Liabilities & Risks.

11.3 Allocation of Risk. This Agreement defines a mutually agreed-upon allocation of risk and
the amounts payable to Client reflect such allocation of risk.

12. Disputes.
12.1 Arbitration. Any and all disputes, controversies, claims and differences arising out of, or
relating to this Agreement, or any breach thereof, which cannot be settled through
correspondence and mutual consultation of the Parties, shall be finally settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, in effect on the date of this Agreement, by the arbitrators
selected in accordance with this Agreement.
12.2 Selection of Arbitrators. One arbitrator shall be appointed by the American Arbitration
12.3 Location. Arbitration proceedings shall be held in Washington DC, unless the parties
mutually agree to a different location. The arbitrators shall allow the Parties sufficient
time to conduct discovery. Discovery shall be in accordance with the Federal Rules of
Evidence and discovery disputes shall be resolved by the arbitrators. The date(s) of the
arbitration proceeding shall be mutually agreed upon by the Parties, but if no
agreement can be had, then by the arbitrators. The decision of the arbitrator(s) on all
discovery and issues before them shall be final and binding on the Parties, not subject to
appeal, and shall deal with the questions of costs of the arbitration and all matters
related thereto. Judgment upon the award or decision rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof, or application may be made to such
court for a judicial recognition of the award/decision and order of enforcement thereof,
as the case may be.
12.4 Governing Law. This Agreement shall be subject to the laws of the state of Washington

13. Mutual Representations, Covenants, and Warranties. Each of the Parties, for themselves and for
the benefit of each of the other Parties to this Agreement, represents, covenants, and warrants
13.1 Each Party has all requisite power and authority, corporate or otherwise, to execute and
deliver this Agreement and to consummate the transactions contemplated by this
Agreement. This Agreement constitutes the legal, valid, and binding obligation of each

Party enforceable against each other Party in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors’ rights generally and general equitable
13.2 The execution and delivery by each Party and the consummation of the transactions
contemplated by this Agreement do not and shall not, by the lapse of time, the giving of
notice, or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any
provision contained in, or a default under, any governmental approval, or any writ,
injunction, order, judgment, or decree of any governmental authority, or any agreement,
contract, or understanding to which the party or its assets are bound or affected; and
13.3 Any individual executing this Agreement on behalf of an entity has authority to act on
behalf of the entity and has been duly and properly authorized to sign this Agreement on
behalf of the entity.

14. Remedies. Each Party shall be entitled to all remedies at law or in equity in enforcing a default
or breach under this Agreement. The prevailing Party in any action under this Agreement shall
be entitled to recover its costs, including reasonable attorneys’ fees, incurred in enforcing this
Agreement. Each Party acknowledges that any breach by the other of any of the provisions
contained in this Agreement, and more particularly a breach, or threatened breach, of the
confidentiality and non-compete provisions, will give rise to irreparable injury to such non-
breaching Party inadequately compensable in monetary damages alone. Accordingly, each Party
stipulates and agrees that any Party may seek and obtain preliminary and permanent injunctive
relief against the breach, or threatened breach, of said provisions without the necessity of
posting bond. Such relief will be in addition to any other legal or equitable remedies which may
be available to such Party.
15. Notices. All notices, approvals, consents, requests, and other communications hereunder shall
be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier
service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile
transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt
except for notice via fax (as discussed above) or email, which shall be effective only when the
recipient, by return or reply email or notice delivered by other method provided for in this
Section ‎15, acknowledges having received that email (with an automatic “read receipt” or
similar notice not constituting an acknowledgement of an email receipt for purposes of this
Section ‎15, but which acknowledgement of acceptance shall also include cases where recipient
‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices
shall be sent to the applicable party or parties at the address specified on the signature page
hereof, subject to notice of changes thereof from any party with at least ten (10) business days’
notice to the other parties. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be receipt of the
notice as of the date of such rejection, refusal or inability to deliver.
16. Publicity. MTD shall have the sole right to publicly disclose this Agreement and the terms hereof.
No public disclosure hereof shall be made by Client without the prior written consent of MTD.

17. Independent Contractor. The Parties to this Agreement are independent contractors and there
is no relationship of agency, partnership, joint venture, employment or franchise between the
Parties. Neither Party has the authority to bind the other, or to incur any obligation on the
other’s behalf.
18. Headings. The section headings contained in the Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.
19. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the
original intent of the parties as closely as possible in a mutually acceptable manner.
20. Entire Agreement. This Agreement and the schedules and exhibits set forth hereto, which are
integral parts of this Agreement, set forth the entire agreement between the Parties on this
subject and supersedes all prior negotiations, understandings and agreements between the
Parties concerning the subject matter. No amendment or modification of this Agreement shall
be made unless agreed to in writing and signed by both Parties.
21. Joint Representations. Each of the Parties represents to the other that, that (a) before executing
this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects
of this Agreement; (b) said Party has relied solely and completely upon its own judgment in
executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the
advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party
has acted voluntarily and of its own free will in executing this Agreement; and (e) this
Agreement is the result of arm’s length negotiations conducted by and among the Parties and
their respective counsel.
22. Signatures and Counterparts. This Agreement and any signed agreement or instrument entered
into in connection with this Agreement, and any amendments hereto or thereto, may be
executed in one or more counterparts, all of which shall constitute one and the same
instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by
.pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic
Delivery”) shall be treated in all manner and respects as an original executed counterpart and
shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any Party, each other Party shall re execute the
original form of this Agreement and deliver such form to all other Parties. No Party shall raise
the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement
or instrument was transmitted or communicated through the use of Electronic Delivery as a

defense to the formation of a contract, and each such Party forever waives any such defense,
except to the extent such defense relates to lack of authenticity.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.
EXECUTED on behalf of MY TIME DOC by:
1. [Insert name of representative]


EXECUTED on behalf of [insert name of the
1. [insert name of representative]


EXHIBIT A – Terms and Conditions
1. [Attached a copy of the terms and conditions]

Exhibit B – Fees
1. The Client Commits to MTD for [insert time period]
2. Client will pay Provider a monthly Provider Service Fee in accordance with the client’s billing
form which shall be calculated as follows [insert amount]
3. In addition to the above, a $25 fee will be applied to the next billing cycle for all returned checks
or NSFs.
4. [insert any payment information]

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