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Technology Services Agreement

DataBridge Solutions, LLC · Greenbrier Valley Medical Associates, PLLC · March 1, 2026

This Technology Services Agreement ("Agreement") is entered into as of March 1, 2026, by and between DataBridge Solutions, LLC, a Delaware limited liability company① ("Service Provider"), and Greenbrier Valley Medical Associates, PLLC, a West Virginia professional limited liability company ("Client").

1. SERVICES. Service Provider agrees to provide software development and data management services as described in Exhibit A ("Services"). Service Provider may subcontract any portion of the Services without Client's prior written consent.②

2. TERM. This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months, unless earlier terminated. This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.③

3. FEES AND PAYMENT. Client shall pay Service Provider a monthly fee of $2,500.00, due within thirty (30) days of invoice. Service Provider reserves the right to increase the Monthly Fee upon thirty (30) days' written notice to Client.④ Late payments shall accrue interest at the rate of 1.5% per month.

4. INTELLECTUAL PROPERTY. All work product, software, code, and deliverables created by Service Provider in connection with the Services shall remain the sole and exclusive property of Service Provider.⑤ Client is hereby granted a non-exclusive, non-transferable license to use the Work Product solely for Client's internal business purposes during the term of this Agreement.

5. CONFIDENTIALITY. Each party agrees to maintain in confidence all Confidential Information received from the other party and not to disclose such information to any third party without prior written consent. This obligation shall survive termination of the Agreement for a period of two (2) years.

6. TERMINATION. Either party may terminate this Agreement for convenience upon sixty (60) days' written notice. In the event of termination by Client for convenience, Client shall pay Service Provider a termination fee equal to three (3) months of the Monthly Fee.⑥

7. LIMITATION OF LIABILITY. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE TWO (2) MONTHS PRECEDING THE CLAIM.⑦

8. INDEMNIFICATION. Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, and agents from any claims arising out of Client's use of the Services or breach of this Agreement.⑧

9. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Delaware①, without regard to its conflict of laws provisions.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

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AI Analysis — Complete

8 issues found

Document Summary

10-clause Technology Services Agreement between a Delaware LLC (vendor) and a WV medical practice (client). Several provisions are heavily weighted in favor of the Service Provider. Do not sign as written. Three clauses require negotiation; one missing clause creates a HIPAA compliance exposure.

D+

Risk Score

High Risk

Review

Missing

Key Terms Extracted

Monthly Fee

$2,500 / mo

Contract Term

12 months

Auto-Renewal

Yes — 90-day notice

Exit Fee

$7,500

Governing Law

Delaware

Liability Cap

~$5,000

Risk Flags

HIGH · §4 You don't own what they build

All software, code, and deliverables remain the vendor's property. Your license ends when the contract ends — meaning they can walk away with everything built for your practice.

→ Negotiate work-made-for-hire ownership or perpetual license on termination.

HIGH · §7 Liability capped at ~$5,000

Vendor's maximum liability is 2 months of fees regardless of damages caused — including data breaches. For a medical practice handling PHI, this exposure is significant.

→ Negotiate liability cap to at least 12 months of fees; carve out data breach liability.

HIGH · §6 $7,500 exit penalty

Terminating for convenience costs 3 months of fees ($7,500). Vendor has no equivalent penalty. This is a one-sided exit structure.

→ Negotiate mutual termination fees or remove the client-only penalty.

REVIEW · §1 Unrestricted subcontracting

Vendor can subcontract your work to anyone — including offshore contractors — without your knowledge or consent. Especially concerning for a practice handling patient data.

→ Add: "...with Client's prior written consent, not to be unreasonably withheld."

REVIEW · §2 Auto-renewal with 90-day notice window

Contract renews automatically for a full year. You must cancel 90 days before expiration — missing that window locks you in for another $30,000.

→ Calendar the cancellation deadline immediately if this is signed.

REVIEW · §8 One-sided indemnification

Client must defend and pay for claims against the vendor. Vendor has no reciprocal indemnification obligation toward the client.

→ Add mutual indemnification language in Section 8.

REVIEW · §9 Delaware governing law

Disputes are governed by Delaware law and potentially litigated there — not WV. Adds cost and complexity if a dispute arises.

→ Negotiate for West Virginia governing law and local venue.

Missing Clauses

HIPAA Business Associate Agreement — required for any vendor handling PHI

Service Level Agreement (uptime, response time, support guarantees)

Data return / portability on termination

AI Recommendation

Do not sign as written. Sections 4, 7, and 6 each require negotiation before execution. The absence of a BAA is a standalone HIPAA compliance issue for a medical practice — this must be added regardless of other changes. Recommend attorney review of revised draft before signing.

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