Between TeleEMC d/b/a First Visit MD (Luxe Inventions LLC) and Partner Practice
This Management Services Agreement (this "Agreement") is entered into as of _______________, 2026 (the "Effective Date") by and between:
TeleEMC d/b/a First Visit MD, a Florida limited liability company operating as a licensed health care clinic under the Agency for Health Care Administration (AHCA), with its principal place of business at 4800 N. Federal Hwy., Suite 105B, Boca Raton, FL 33431 (the "MSO" or "TeleEMC"); and
_________________________________, a _______________ entity licensed to practice chiropractic medicine in the State of Florida, with its principal place of business at _________________________________ (the "Practice").
TeleEMC and Practice are each a "Party" and collectively the "Parties."
WHEREAS, TeleEMC is an AHCA-licensed health care clinic operating a telehealth peptide therapy program under the brand name MyTelePep, staffed by Florida-licensed physician assistants and advanced registered nurse practitioners under physician Medical Director supervision;
WHEREAS, Practice desires to offer a branded wellness program to its patients using TeleEMC's licensed clinical infrastructure, technology platform, pharmacy relationships, and compliance framework;
WHEREAS, the Parties wish to enter into a management services arrangement consistent with Florida's Corporate Practice of Medicine doctrine, the federal Anti-Kickback Statute Personal Services and Management Contracts Safe Harbor (42 C.F.R. §1001.952(d)), and all applicable Florida law;
WHEREAS, Practice acknowledges that it is not a licensed medical practice for purposes of the clinical services provided hereunder, and that all clinical decisions shall be made exclusively by TeleEMC's licensed providers;
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:
"Clinical Services" means telehealth consultations, clinical assessments, prescribing decisions, protocol development, follow-up care, and all other activities constituting the practice of medicine or advanced practice nursing as defined under Florida law, performed exclusively by TeleEMC's licensed providers.
"Compounded Medications" means prescription medications prepared by TeleEMC's licensed 503A compounding pharmacy partner pursuant to valid prescriptions issued by TeleEMC's licensed providers.
"Enrolled Patient" means a patient who has completed TeleEMC's intake process, received a clinical evaluation from a TeleEMC-contracted licensed provider, and is actively enrolled in a wellness program during the applicable billing month.
"Infrastructure Fee" means the per-Enrolled-Patient monthly fee paid by Practice to TeleEMC for Management Services as defined in Section 3.
"Management Services" means the non-clinical administrative, operational, technological, and compliance services provided by TeleEMC to Practice as described in Section 3.
"Practice Brand" means the trade name, logo, and brand identity of Practice as used in connection with the Wellness Program.
"Protected Health Information" or "PHI" has the meaning ascribed to it under HIPAA (45 C.F.R. §160.103).
"Wellness Program" means the Practice-branded peptide wellness program operated by Practice using TeleEMC's Management Services infrastructure.
During the Term, TeleEMC shall provide the following Management Services to Practice:
Practice shall provide the following non-clinical services in connection with the Wellness Program:
TeleEMC's licensed providers shall at all times exercise independent clinical judgment in their care of Enrolled Patients. Practice shall not interfere with, direct, or influence any provider's clinical decisions, prescribing practices, or patient care recommendations. This independence is not merely contractual — it is a legal requirement under Florida law and a condition of every provider's licensure.
For purposes of Clinical Services delivered through the Wellness Program, TeleEMC's contracted providers are not employees, agents, or contractors of Practice. Practice has no supervisory authority over providers with respect to clinical matters. If Practice employs a licensed healthcare provider for separate chiropractic-adjacent services, that employment relationship is entirely separate from this Agreement and does not extend to Clinical Services under the Wellness Program.
TeleEMC's Florida-licensed Medical Director maintains statutory oversight responsibility for all clinical protocols, provider performance, and quality of care delivered through the Wellness Program. Practice shall not interfere with Medical Director oversight functions.
If Practice becomes aware of any patient safety concern related to the Wellness Program, Practice shall immediately notify TeleEMC's clinical team at the emergency contact provided during onboarding. Practice shall not attempt to manage clinical patient safety issues independently.
In consideration for Management Services provided under this Agreement, Practice shall pay TeleEMC the Infrastructure Fee for each Enrolled Patient per month as follows:
The Infrastructure Fee is: (a) set in advance and not determined by the volume or value of any specific prescription; (b) consistent with fair market value for the services provided; (c) not conditioned on the referral of patients to TeleEMC or any affiliated entity; and (d) the same regardless of which compound or protocol is prescribed for an individual patient. These characteristics are intentional and essential to the legal compliance of this arrangement.
TeleEMC shall invoice Practice on the first business day of each calendar month for all Enrolled Patients active during the prior month. Payment is due within fifteen (15) days of invoice. Late payments accrue interest at 1.5% per month. TeleEMC may suspend Management Services for accounts more than thirty (30) days past due.
Neither Party shall pay or receive any compensation, fee, or thing of value that is tied to the volume or value of referrals of patients, prescription orders, or any other item or service reimbursable by a federal or state healthcare program. The Infrastructure Fee is compensation for defined Management Services only.
Practice independently determines the program price charged to Enrolled Patients. TeleEMC has no role in setting Practice's retail pricing. Practice's margin is a legitimate business margin earned on wellness program services Practice delivers to its patients, separate from the clinical services provided by TeleEMC.
Practice grants TeleEMC a limited, non-exclusive, royalty-free license to use Practice's name, logo, and brand elements solely for the purpose of configuring the white-label patient portal, co-branded materials, and private-label medication packaging under this Agreement.
Practice shall not use the MyTelePep or TeleEMC brand names, logos, or trademarks in any patient-facing materials without TeleEMC's prior written consent. The patient-facing Wellness Program experience shall be presented under Practice's brand.
Notwithstanding Section 6.2, TeleEMC's licensed providers shall identify themselves as practicing through a licensed Florida telehealth clinic at the start of every patient consultation, consistent with F.S. §456.47. This disclosure is a legal requirement and may not be suppressed by Practice.
The Parties acknowledge that Practice is a Covered Entity or Business Associate under HIPAA and that TeleEMC will access, use, and maintain PHI of Enrolled Patients. The Parties shall execute a Business Associate Agreement (BAA) substantially concurrently with this Agreement. In the event of any conflict between this Agreement and the BAA with respect to PHI, the BAA shall control.
All medical records created through Clinical Services provided under this Agreement are owned by TeleEMC and maintained in TeleEMC's EHR. Patient demographic and intake data collected through Practice's portal is jointly accessible by both Parties subject to their respective roles and HIPAA obligations. Neither Party shall sell PHI for marketing purposes.
Each Party shall notify the other within twenty-four (24) hours of becoming aware of any actual or suspected breach of PHI involving Enrolled Patients. The Parties shall cooperate in investigating and remediating any breach and in providing required notifications under HIPAA's Breach Notification Rule and Florida Statute §501.171.
Practice shall: (a) not make clinical representations or recommendations regarding specific peptide compounds to patients; (b) direct all clinical patient questions to TeleEMC's clinical team; (c) use only TeleEMC-approved patient communication templates for clinical topics; (d) not represent that Practice is a licensed medical clinic or that Practice employs the providers delivering Clinical Services; (e) comply with all applicable Florida laws governing chiropractic practice and this Agreement; (f) not market the Wellness Program using claims that violate FDA promotional guidelines for compounded medications.
TeleEMC shall: (a) maintain its AHCA health care clinic license in good standing; (b) maintain all provider licensure and credentialing; (c) maintain its HIPAA compliance program; (d) coordinate only with licensed 503A compounding pharmacies; (e) maintain Medical Director supervision consistent with Florida law; (f) update Clinical Protocols as required by regulatory changes.
The Parties shall conduct an annual compliance review of this Agreement and the Wellness Program structure with their respective healthcare counsel, no later than each anniversary of the Effective Date. Either Party may terminate this Agreement on 60 days' written notice if a compliance review identifies a material issue that the Parties cannot resolve.
This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (the "Initial Term"), unless earlier terminated as provided herein. This one-year minimum term is intentional and is required for compliance with the AKS Personal Services Safe Harbor.
Following the Initial Term, this Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) loses any license, certification, or regulatory approval material to its performance under this Agreement; (c) is convicted of a healthcare fraud offense or excluded from participation in federal healthcare programs; or (d) engages in any conduct that in the terminating Party's reasonable judgment creates material legal, regulatory, or reputational risk.
Upon termination: (a) TeleEMC shall continue Clinical Services for Enrolled Patients for sixty (60) days to ensure continuity of care; (b) Practice shall cease using the white-label platform and TeleEMC materials; (c) TeleEMC shall transfer or make available patient medical records as required by applicable law; (d) all accrued but unpaid Infrastructure Fees shall become immediately due and payable.
Practice represents and warrants that: (a) it is duly licensed to practice chiropractic medicine in Florida; (b) it has full authority to enter into this Agreement; (c) it is not excluded from participation in any federal or state healthcare program; (d) it will not use the Wellness Program to generate referrals to any entity in which Practice has a financial interest in violation of the Florida Patient Self-Referral Act; (e) it has obtained or will obtain independent legal counsel regarding this Agreement before execution.
TeleEMC represents and warrants that: (a) it holds a valid AHCA health care clinic license; (b) all contracted providers hold current, unencumbered Florida licenses; (c) it maintains a Business Associate Agreement with its pharmacy partner; (d) its Medical Director holds a current, unencumbered Florida medical license; (e) it has full authority to enter into this Agreement.
Each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (collectively, "Indemnified Party") from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the Indemnifying Party's breach of this Agreement; (b) the Indemnifying Party's negligence or willful misconduct; (c) the Indemnifying Party's violation of applicable law. TeleEMC shall indemnify Practice specifically for clinical malpractice claims arising from TeleEMC providers' clinical decisions. Practice shall indemnify TeleEMC specifically for claims arising from Practice's non-clinical wellness program activities and marketing.
Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising under or related to this Agreement, regardless of the form of action. Each Party's total liability under this Agreement shall not exceed the total Infrastructure Fees paid in the twelve (12) months preceding the claim giving rise to liability, except that this limitation shall not apply to: (a) indemnification obligations under Section 11; (b) breaches of HIPAA obligations; or (c) fraud or willful misconduct.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any dispute shall be resolved in the state or federal courts of Palm Beach County, Florida.
This Agreement, together with the BAA executed concurrently herewith, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing signed by both Parties.
If any provision of this Agreement is found to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future.
All notices under this Agreement shall be in writing and delivered by email with delivery confirmation or certified mail to: TeleEMC: info@mytelepep.com, 4800 N. Federal Hwy., Suite 105B, Boca Raton, FL 33431; Practice: the address set forth on the signature page below.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties.
The Parties acknowledge that healthcare regulatory requirements may change during the Term. Each Party shall promptly notify the other of any regulatory change that may materially affect the compliance of this arrangement. The Parties shall cooperate in good faith to modify this Agreement as necessary to maintain compliance.
IN WITNESS WHEREOF, the Parties have executed this Management Services Agreement as of the Effective Date first written above.