Qsource Master Services Agreement 

 This Master Services Agreement governs services provided by Qsource to customers under applicable quotes, invoices, order forms, statements of work, subscription agreements, or other ordering documents that reference or incorporate this Agreement. 

QSOURCE MASTER SERVICES AGREEMENT

Last Updated: January 2026

This Master Services Agreement (the “Agreement” or “MSA”) governs the provision of services by QSOURCE, a Tennessee nonprofit corporation with offices located at 3725 Champion Hills Dr, Ste 3100 Memphis, TN 38125 (“Qsource”), to the customer identified in an applicable Order Document (“Customer”). Qsource and Customer may each be referred to as a “Party” and collectively as the “Parties.”

This Agreement applies to all services purchased by Customer from Qsource under an invoice, proposal, quote, order form, statement of work, subscription agreement, or other ordering document that references or incorporates this Agreement.

1. ACCEPTANCE AND AGREEMENT STRUCTURE

1.1 Acceptance

Customer agrees to this Agreement by executing or electronically accepting an Order Document that references this Agreement or otherwise expressly indicates that the applicable purchase is subject to this Agreement.

If an Order Document expressly states that payment constitutes acceptance of this Agreement, Customer's payment of that Order Document will also constitute acceptance.

The effective date of this Agreement as to a particular Customer is the date Customer first accepts an Order Document incorporating this Agreement (the “Effective Date”).

1.2 Order Documents

The specific services purchased by Customer will be identified in one or more invoices, proposals, quotes, statements of work, order forms, subscription agreements, or similar documents issued or approved by Qsource (each, an “Order Document”).

An Order Document may specify, as applicable:

• services purchased;
• scope and deliverables;
• consulting hours or level of support;
• subscription or access period;
• number of facilities, locations, participants, or Authorized Users;
• training or learning management system access;
• implementation or onboarding activities;
• project milestones;
• fees and payment schedule;
• renewal terms;
• travel or other reimbursable expenses;
• service-specific requirements; and
• other terms applicable to the particular engagement.

Each accepted Order Document is incorporated into and governed by this Agreement.

1.3 Order of Precedence

If there is a conflict among contractual documents, the following order of precedence applies:

• a Business Associate Agreement, but only with respect to protected health information and matters expressly governed by that agreement;
• the applicable Order Document, but only with respect to the specific services, scope, deliverables, pricing, service term, quantities, and other commercial terms addressed in that Order Document;
• this Master Services Agreement; and
• any applicable product-specific or platform Terms of Use.

Unless an Order Document expressly states that it modifies a particular provision of this Agreement, this Agreement will control with respect to legal terms governing the relationship between the Parties.

2. SERVICES

2.1 Services Generally

Qsource provides professional and technology-enabled services that may include consulting, quality improvement services, education, training, learning management system access, digital content, software or technology access, assessments, reviews, technical assistance, implementation support, and other professional services.

The particular services purchased by Customer are referred to collectively as the “Services.”

Services may consist of: 

• Consulting Services. Advisory, technical assistance, assessments, reviews, quality improvement support, project support, training, facilitation, or other professional services performed by Qsource personnel or contractors.

• Subscription Services. Recurring access to defined Qsource resources, programs, content, support, technology, communities, tools, or other subscription-based services.

• Learning and Training Services. Courses, continuing education, webinars, educational materials, learning management system access, competency materials, training resources, or related educational offerings.

• Technology or Platform Services. Access to software, applications, digital platforms, online tools, artificial intelligence-enabled resources, reporting tools, portals, or other technology made available by Qsource.

An Order Document may include one or more of these categories.

2.2 Performance of Services

Qsource will perform the Services in a professional manner consistent with the scope identified in the applicable Order Document. Qsource may use qualified employees, contractors, consultants, subject matter experts, technology providers, or other third parties in connection with delivery of the Services.

2.3 Changes in Scope

Services outside the scope of an accepted Order Document are not included unless approved by Qsource. Material changes in scope, deliverables, quantities, facilities, users, project requirements, timelines, or other assumptions may require an amended Order Document, change order, additional invoice, or other written authorization and may result in additional Fees.

3. CUSTOMER RESPONSIBILITIES

Customer will reasonably cooperate with Qsource and provide information, records, personnel access, system access, decisions, approvals, and other resources reasonably required for Qsource to perform the Services. Customer is responsible for the completeness and accuracy of information supplied to Qsource and for decisions made by Customer based upon the Services.

Unless expressly stated otherwise in an Order Document, Customer remains responsible for its own operations, regulatory compliance, policies, clinical and operational decisions, implementation activities, and compliance with applicable federal, state, and local requirements.

Qsource may rely upon information provided by Customer without independently verifying such information unless verification is expressly included within the applicable scope of Services. Customer will not use the Services or any Qsource materials for unlawful purposes or in a manner inconsistent with this Agreement.

4. PLATFORM, LMS, AND TECHNOLOGY ACCESS

This Section applies only when Customer purchases or receives access to a Qsource platform, learning management system, software application, digital resource, online community, portal, technology-enabled service, or similar offering.

4.1 Authorized Users

• Customer may permit the number and type of users authorized by the applicable Order Document (“Authorized Users”) to access the applicable Services.

• Customer is responsible for ensuring that Authorized Users comply with this Agreement and any applicable Terms of Use.

• Customer is responsible for maintaining the confidentiality of user credentials and must promptly notify Qsource of suspected unauthorized access.

4.2 Access Rights

Subject to Customer's payment of applicable Fees and compliance with this Agreement, Qsource grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the applicable Services during the authorized service period solely for Customer's internal business purposes.

No ownership interest is transferred to Customer.

4.3 Restrictions

Unless expressly authorized by Qsource in writing, Customer and its Authorized Users may not:

• copy, reproduce, distribute, publish, sell, sublicense, or commercially exploit Qsource materials;
• share access credentials with unauthorized individuals;
• provide Qsource materials or Services to unrelated third parties;
• reverse engineer or attempt to derive source code from Qsource technology;
• circumvent security or access controls;
• interfere with or disrupt a Qsource platform or system;
• use Qsource technology or materials to develop a competing product or service; or
• remove proprietary, copyright, trademark, or other ownership notices.

4.4 Availability

Qsource does not guarantee uninterrupted availability of technology platforms, learning management systems, or online resources.

Qsource will use commercially reasonable efforts to maintain applicable Services but may suspend access for maintenance, security, system updates, third-party service interruptions, suspected unauthorized use, or other reasonable operational purposes.

5. THIRD-PARTY PRODUCTS AND SERVICES

Certain Services may incorporate or rely upon products, platforms, content, software, or services provided by third parties (“Third-Party Products”).

Third-Party Products may be subject to additional terms, conditions, privacy policies, license requirements, or acceptable-use requirements imposed by the applicable third party. Customer and its Authorized Users agree to comply with any applicable third-party requirements communicated by Qsource or presented through the applicable platform.

Qsource is not responsible for changes, discontinuation, outages, or other acts or omissions of third-party providers outside Qsource's reasonable control.

6. FEES, INVOICING, AND PAYMENT

6.1 Fees

Customer will pay the fees identified in the applicable Order Document (“Fees”). Fees may be structured as fixed project fees, recurring subscription fees, per-user fees, per-facility fees, hourly consulting fees, milestone payments, or another pricing structure described in the applicable Order Document.

6.2 Payment Terms

Payment timing and method will be as specified in the applicable Order Document. If an Order Document does not specify payment terms, payment is due within thirty (30) days of the invoice date. Qsource may require advance payment, electronic payment, recurring payment authorization, or another payment method for particular Services.

6.3 Late Payments

If Customer fails to timely pay amounts due, Qsource may, without limiting its other rights:

• charge interest on past-due amounts at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law; and
• suspend affected Services or access until outstanding amounts are paid.

Customer will remain responsible for amounts properly due for Services provided before suspension or termination.

6.4 Taxes

Fees do not include applicable sales, use, excise, or similar taxes unless expressly stated otherwise. Customer is responsible for applicable taxes imposed upon the purchase of Services, excluding taxes imposed upon Qsource's income.

6.5 Expenses

Customer will reimburse Qsource for travel or other expenses only when reimbursement is identified in the applicable Order Document or otherwise approved by Customer.

7. CONFIDENTIALITY

Each Party may receive confidential or proprietary information belonging to the other Party (“Confidential Information”).

Confidential Information includes nonpublic business, financial, operational, technical, strategic, customer, employee, proprietary, and other sensitive information disclosed in connection with the Services. Qsource Confidential Information also includes proprietary methodologies, training materials, educational content, assessments, templates, software, tools, algorithms, processes, reports, specifications, and other Qsource intellectual property.

Confidential Information does not include information that the receiving Party can demonstrate:

• is publicly available through no breach of this Agreement;
• was lawfully known to the receiving Party without confidentiality restrictions before disclosure;
• was lawfully obtained from a third party without confidentiality restrictions; or
• was independently developed without use of the disclosing Party's Confidential Information.

The receiving Party will use Confidential Information only as necessary to perform or receive Services under this Agreement and will disclose it only to personnel, contractors, advisors, or representatives who have a legitimate need to know and are subject to appropriate confidentiality obligations.

A Party may disclose Confidential Information when required by law, regulation, subpoena, court order, or governmental authority, provided that the Party gives notice when legally permitted and reasonably cooperates in efforts to protect the information.

8. DATA AND PROTECTED HEALTH INFORMATION

8.1 Customer Data

As between the Parties, Customer retains ownership of data and information supplied by Customer to Qsource (“Customer Data”). Customer represents that it has the authority and appropriate rights to provide Customer Data to Qsource for purposes of performing the Services.

8.2 Use of Customer Data

Qsource may use Customer Data as reasonably necessary to provide, administer, secure, support, and improve the Services and to meet its legal and contractual obligations. 

Any use of protected health information will be governed by applicable law and, when required, a Business Associate Agreement.

8.3 Business Associate Agreement

If Qsource will create, receive, maintain, or transmit protected health information on behalf of Customer in a manner requiring a business associate agreement under HIPAA, the Parties will enter into or otherwise incorporate an applicable Business Associate Agreement. The absence of a Business Associate Agreement does not expand the Services to include activities involving protected health information when such activities were not otherwise included within the applicable Order Document.

9. INTELLECTUAL PROPERTY

9.1 Qsource Intellectual Property

Qsource retains all right, title, and interest in and to its preexisting and independently developed intellectual property and all intellectual property used in providing the Services, including:

• methodologies;
• frameworks;
• training materials;
• course content;
• templates;
• tools;
• software;
• systems;
• assessments;
• processes;
• databases;
• reports and report formats;
• educational resources;
• algorithms;
• know-how;
• trademarks;
• copyrighted materials; and
• improvements, modifications, or derivative works of the foregoing.

Collectively, these materials are “Qsource IP.” Except for the limited rights expressly granted under this Agreement or an Order Document, Customer receives no ownership interest in Qsource IP.

9.2 Customer Use of Deliverables

To the extent an Order Document requires Qsource to provide reports, work products, training materials, assessments, or other deliverables containing Qsource IP, Customer receives a non-exclusive, non-transferable license to use those deliverables for Customer's internal business purposes unless otherwise stated in the applicable Order Document.

9.3 Customer Materials

Customer retains ownership of materials originally developed by Customer and supplied to Qsource.

9.4 Feedback

Customer may provide suggestions, comments, ideas, or other feedback regarding the Services. Qsource may use such feedback without restriction or compensation, provided Qsource does not publicly identify Customer as the source without Customer's permission.

10. PROFESSIONAL SERVICES DISCLAIMER

Qsource provides professional, educational, quality improvement, operational, technical, and consulting Services as specified in the applicable Order Document. Unless expressly stated otherwise, Qsource does not act as Customer's legal counsel, healthcare provider, auditor, regulator, or governmental authority.

Information and recommendations provided through the Services are intended to support Customer's decision-making and operations. Customer retains responsibility for evaluating and implementing recommendations and for determining the requirements applicable to its organization.

Qsource does not guarantee any particular regulatory finding, survey result, accreditation decision, reimbursement determination, clinical outcome, financial result, grant award, governmental approval, or other specific result arising from use of the Services.

11. WARRANTIES AND DISCLAIMER

Qsource will perform Consulting Services in a professional manner consistent with generally accepted standards applicable to the nature of the Services being provided.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, PLATFORMS, CONTENT, TRAINING MATERIALS, TECHNOLOGY, AND OTHER QSOURCE IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

QSOURCE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

QSOURCE DOES NOT WARRANT THAT TECHNOLOGY-BASED SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY SERVICE WILL ACHIEVE A PARTICULAR OUTCOME.

12. SUSPENSION OF SERVICES

Qsource may temporarily suspend Services or access if:

• Customer fails to timely pay amounts due;
• Customer or an Authorized User materially violates this Agreement or applicable Terms of Use;
• Qsource reasonably believes use of the Services presents a security risk or involves fraudulent or unlawful activity;
• continued provision of the Services would violate applicable law;
• a third-party provider necessary for delivery of the Services suspends or terminates applicable services; or
• suspension is reasonably necessary to protect Qsource systems, intellectual property, personnel, customers, or other users.

When reasonably practicable, Qsource will provide notice of suspension and an opportunity to address the condition giving rise to the suspension.

13. INDEMNIFICATION

Customer will indemnify, defend, and hold harmless Qsource and its officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from:

• Customer Data or materials supplied by Customer that infringe or misappropriate a third party's intellectual property or other rights;
• Customer's or an Authorized User's unlawful or unauthorized use of the Services;
• Customer's or an Authorized User's negligence or willful misconduct; or
• Customer's material breach of this Agreement.

Customer may not settle a claim in a manner that admits wrongdoing by or imposes an obligation upon Qsource without Qsource's written consent.

Qsource may participate in the defense of any claim through counsel of its choosing.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QSOURCE WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, AGGRAVATED, OR PUNITIVE DAMAGES OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, OR COST OF REPLACEMENT SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QSOURCE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR ORDER DOCUMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO QSOURCE UNDER THAT ORDER DOCUMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Any claim arising out of or relating to this Agreement must be brought within one (1) year after the event giving rise to the claim unless a longer period is required by applicable law.

15. TERM AND TERMINATION

15.1 MSA Term

This Agreement begins on the Effective Date and remains in effect while any Order Document remains active unless terminated in accordance with this Agreement.

The MSA itself does not require Customer to purchase additional Services and does not create an automatic renewal obligation.

15.2 Order Terms

Each Order Document will remain in effect for the service period specified in that Order Document. A Service will renew automatically only if the applicable Order Document expressly provides for automatic renewal.

15.3 Termination for Breach

Either Party may terminate an affected Order Document if the other Party materially breaches this Agreement or the applicable Order Document and fails to cure the breach within thirty (30) days after written notice.

15.4 Immediate Termination or Suspension

Qsource may terminate or suspend an affected Order Document immediately upon written notice if Customer:

• fails to pay amounts due and does not cure the nonpayment after notice;
• materially misuses Qsource technology, content, or intellectual property;
• engages in fraudulent or unlawful use of the Services; or
• commits a material breach that is not reasonably capable of cure.

Either Party may terminate an applicable engagement if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, becomes subject to a bankruptcy or similar insolvency proceeding, or is excluded from participation in Medicare, Medicaid, or another governmental healthcare program when such exclusion materially affects the applicable Services.

15.5 Termination of the MSA

Termination of this MSA will not automatically terminate an Order Document already in effect unless the termination notice expressly states otherwise or the circumstances giving rise to termination apply to the affected Order Document.

No new Order Documents may be entered into following termination of the MSA unless the Parties agree otherwise.

15.6 Effect of Termination

Upon expiration or termination of an Order Document:

• Customer's rights to access Services provided under that Order Document will end;
• Customer and Authorized Users will discontinue use of Qsource systems and Qsource IP except for materials Customer is expressly permitted to retain;
• Customer will pay all amounts properly due through the effective date of termination; and
• termination will not entitle Customer to a refund except as expressly provided in the applicable Order Document or required by law.

15.7 Survival

Provisions concerning confidentiality, intellectual property, payment obligations, indemnification, limitation of liability, dispute resolution, and any other provisions that by their nature are intended to survive will survive expiration or termination.

16. FORCE MAJEURE

Neither Party will be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil disturbance, labor disruptions, governmental actions, cyberattacks, utility interruptions, telecommunications failures, or failures of third-party infrastructure.

The affected Party will use commercially reasonable efforts to minimize the impact of the event.

Force majeure does not excuse Customer from payment obligations for Services already provided.

17. DISPUTE RESOLUTION

Any dispute or controversy arising out of or relating to this Agreement or an Order Document that the Parties are unable to resolve informally will be finally determined by binding arbitration in Memphis, Tennessee, in accordance with the applicable rules of the American Arbitration Association.

Nothing in this Section prevents either Party from seeking temporary, preliminary, or permanent injunctive or other equitable relief when necessary to protect confidential information, intellectual property, systems, or other rights for which monetary damages would not provide an adequate remedy.

Judgment upon an arbitration award may be entered in any court having jurisdiction.

Each Party will be responsible for its own attorneys' fees and legal costs unless applicable law or the arbitrator expressly requires otherwise.

18. NOTICES

Formal legal notices under this Agreement must be in writing and sent to the applicable Party at the address or electronic contact identified in the applicable Order Document or at another address subsequently designated in writing.

Routine project communications, scheduling communications, invoices, support requests, and operational communications do not constitute formal legal notices unless expressly identified as such.

19. PUBLICITY AND USE OF NAMES

Neither Party may use the other Party's name, trademarks, or logos in public advertising, promotional materials, press releases, customer lists, or endorsements without prior authorization, except as otherwise agreed in writing.

Nothing in this Agreement implies that Customer endorses Qsource or that Qsource endorses Customer.

20. GENERAL TERMS

20.1 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Parties.

20.2 Assignment

Customer may not assign this Agreement or an Order Document without Qsource's prior written consent.

Qsource may assign this Agreement in connection with a merger, reorganization, sale of substantially all relevant assets, or similar organizational transaction.

20.3 Governing Law

This Agreement and all Order Documents governed by it will be interpreted in accordance with the laws of the State of Tennessee, without regard to conflict-of-law principles.

20.4 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

20.5 Waiver

Failure to enforce a provision of this Agreement does not constitute a waiver of that provision or any other provision.

20.6 Amendment

Qsource may update this Agreement from time to time for future Order Documents.  The version of the Agreement in effect when an Order Document is accepted will govern that Order Document unless the Parties otherwise agree in writing. A material amendment affecting an existing Order Document will not apply retroactively to that Order Document unless agreed by the Parties.

20.7 Electronic Transactions

The Parties agree that electronic signatures, electronic acceptance, and electronically transmitted records may be used in connection with this Agreement and applicable Order Documents to the fullest extent permitted by law.

20.8 Entire Agreement

This Agreement, together with applicable Order Documents, Business Associate Agreements, Terms of Use, and other documents expressly incorporated by reference, constitutes the entire agreement between the Parties concerning the Services and supersedes prior or contemporaneous discussions or representations concerning the same subject matter.

20.9 Headings

Section headings are provided for convenience and do not affect interpretation of this Agreement.

QSOURCE CONTACT INFORMATION

QSOURCE

3725 Champion Hills Dr, Ste 3100

Memphis, TN 38125

Contract or legal notices may also be directed to the Qsource contact identified in the applicable Order Document.