Moonlight Platform Terms and Conditions for Locum Tenens Engagements
Moonlight Platform Terms and Conditions for Locum Tenens Engagements
Last Updated:
Last Updated:
Oct 7, 2025
Oct 7, 2025
Review the terms that govern all locum tenens assignments facilitated through the Moonlight platform.
Review the terms that govern all locum tenens assignments facilitated through the Moonlight platform.
Moonlight Platform Terms and Conditions for Locum Tenens Engagements
This Terms and Conditions Agreement (“Agreement”) is entered into by and among Moonlight Physicians, Inc. (“Moonlight”), Healthcare Organizations (“Clients”), and Independent Contractor Physicians (“Providers”) utilizing Moonlight’s proprietary platform to facilitate locum tenens medical assignments (“Assignments”). This Agreement governs all rights, obligations, and liabilities arising from the use of Moonlight’s services and platform.
Scope of Services
Moonlight provides a digital platform through which Clients and Providers may engage in Assignments. Each Assignment shall be governed by a written Assignment Confirmation, which shall be deemed incorporated into this Agreement by reference. All services rendered through the platform shall be subject to the terms herein and any applicable Assignment Confirmation.
Term and Renewal
This Agreement shall become effective upon execution or acceptance and shall remain in full force and effect for a period of one (1) year (“Initial Term”). Thereafter, this Agreement shall automatically renew for successive one-year periods (“Renewal Terms”) unless terminated in accordance with Section 18.
Independent Contractor Relationship
Providers shall perform all services as independent contractors. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between Moonlight and any Provider or Client. Moonlight shall not exercise control over the clinical judgment or medical decisions of any Provider.
Insurance
Moonlight shall maintain professional liability insurance for each Assignment with coverage limits of not less than $1,000,000 per claim and $3,000,000 in the aggregate, or higher where required by applicable law. Such coverage shall be excess to any other insurance maintained by the Provider or Client.
Fees and Payment Terms
Clients shall pay all fees as specified in the applicable Assignment Confirmation, including Provider Fees and a Platform Services Fee equal to ten percent (10%) of the total Provider Fees. A deposit of twenty percent (10%) shall be due upon execution of the Assignment Confirmation. Invoices shall be issued weekly and are payable upon receipt. Failure to remit payment may result in immediate suspension of services and liability for all confirmed coverage dates.
Providers shall be compensated in accordance with the applicable Assignment Confirmation. Payments shall be disbursed weekly upon Moonlight’s receipt of payment from the Client, via Stripe or other designated third-party processor.
Assignment Cancellations
By Clients
Without Cause: Clients shall provide no less than sixty (60) days’ prior written notice. Failure to provide timely notice shall result in liability for up to sixty (60) days of unfulfilled Assignment fees.
For Cause: Clients may cancel an Assignment immediately upon discovery of credentialing failure, misconduct, or legal noncompliance.
By Providers
Without Cause: Providers shall provide no less than thirty (30) days’ prior written notice. Failure to comply may result in financial liability for damages incurred by Moonlight.
Emergency: Providers shall notify Moonlight immediately via the Platform in the event of an emergency. Supporting documentation may be required.
Conversion Restrictions
Clients and Providers expressly agree not to engage in direct employment or service arrangements outside of Moonlight for a period of two (2) years following the last Assignment or submission of Provider information. A conversion fee of $35,000 shall apply unless otherwise agreed in writing by Moonlight.
Credentialing and Preplacement
Clients shall be solely responsible for credentialing, evaluating, and approving Providers.
Providers shall furnish all required documentation, including references, licenses, and compliance with Client policies and procedures.
Confidential Information
The terms and conditions governing Confidential Information as applicable to the Platform Services are defined in your Master Agreement with Moonlight. You understand and agree that information you provide through the Platform Services will be accessible by other users of the Platform Services.
Protected Health Information (PHI)
Moonlight does not require or process PHI. Clients and Providers shall comply with all applicable privacy laws, including HIPAA, when handling PHI during Assignments.
Compliance with Laws
All Parties shall comply with all applicable federal, state, and local laws, including but not limited to fraud and abuse statutes, HIPAA, Stark Law, and professional licensing requirements.
No Inducement to Refer
Compensation under this Agreement is strictly for services rendered and shall not be construed as an inducement or requirement to refer patients or generate business.
Exclusion from Health Programs
Each Party represents and warrants that it is not excluded from participation in any federal or state healthcare program. Any change in status shall be reported immediately.
Books and Records
To the extent required by law, each Party shall retain and make available all relevant records for audit by authorized government agencies for a period of four (4) years following the provision of services.
Force Majeure
No Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, governmental actions, or emergencies.
Limitation of Liability
Moonlight’s liability shall be limited to actual damages and shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim. Moonlight shall not be liable for the acts or omissions of Providers or Clients.
Indemnification
• Clients and Providers shall indemnify, defend, and hold harmless Moonlight from any claims, damages, or liabilities arising from their own acts, omissions, or breaches of this Agreement.
• Moonlight shall indemnify Clients for damages directly resulting from Moonlight’s breach of this Agreement.
Termination
• Mutual Agreement: This Agreement may be terminated by mutual written consent.
• For Convenience: Any Party may terminate this Agreement with one hundred eighty (180) days’ prior written notice.
• For Cause: Immediate termination shall be permitted upon uncured material breach.
• Change in Law: Termination shall be permitted if continued performance would violate applicable law or jeopardize billing or tax status.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. All disputes, actions, or proceedings arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida. Each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on improper venue or forum non conveniens.
Nothing in this section shall prevent either Party from seeking provisional injunctive or equitable relief in aid of arbitration, as permitted under Section [Arbitration].
Arbitration
All disputes not resolved through direct negotiation shall be submitted to binding arbitration in Palm Beach County, Florida, under the rules of the American Arbitration Association. Parties waive the right to jury trial and class action participation.
Limitation on Claims
Any claim arising under this Agreement must be filed within one (1) year of accrual or shall be permanently barred.
Waiver and Severability
No waiver of any provision shall be deemed a waiver of any other provision. If any provision is held invalid, the remainder shall remain in full force and effect.
Interpretation
This Agreement shall be construed fairly and without regard to the drafting Party. In the event of conflict between this Agreement and any Assignment Confirmation, this Agreement shall control.
Amendments
Moonlight may amend this Agreement, the Platform Terms of Use, or the Privacy Notice from time to time to reflect operational, legal, or regulatory changes. Any amendments shall become effective upon posting to the Moonlight Platform or written notice to the Parties. Continued use of the Platform or acceptance of new Assignments after such posting or notice shall constitute acceptance of the amended terms.
In the event of a material change that adversely affects Providers or Clients, Moonlight will provide at least thirty (30) days’ prior written notice via email or Platform notification before such changes take effect.
Notice
All notices shall be delivered via the Platform, certified mail, overnight courier, or hand delivery and shall be deemed effective upon documented receipt.
Entire Agreement
This Agreement, together with the Moonlight Platform Terms of Use, Privacy Notice, and any executed Assignment Confirmations, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral, relating to its subject matter.
If there is a conflict or inconsistency among these documents, the order of precedence shall be as follows:
This Agreement (Moonlight Platform Terms and Conditions for Locum Tenens Engagements);
The applicable Assignment Confirmation (for assignment-specific details only);
The Moonlight Terms of Use; and
The Moonlight Privacy Notice.
Any other agreements or policies shall apply only to the extent they do not conflict with the foregoing.
Moonlight Platform Terms and Conditions for Locum Tenens Engagements
This Terms and Conditions Agreement (“Agreement”) is entered into by and among Moonlight Physicians, Inc. (“Moonlight”), Healthcare Organizations (“Clients”), and Independent Contractor Physicians (“Providers”) utilizing Moonlight’s proprietary platform to facilitate locum tenens medical assignments (“Assignments”). This Agreement governs all rights, obligations, and liabilities arising from the use of Moonlight’s services and platform.
Scope of Services
Moonlight provides a digital platform through which Clients and Providers may engage in Assignments. Each Assignment shall be governed by a written Assignment Confirmation, which shall be deemed incorporated into this Agreement by reference. All services rendered through the platform shall be subject to the terms herein and any applicable Assignment Confirmation.
Term and Renewal
This Agreement shall become effective upon execution or acceptance and shall remain in full force and effect for a period of one (1) year (“Initial Term”). Thereafter, this Agreement shall automatically renew for successive one-year periods (“Renewal Terms”) unless terminated in accordance with Section 18.
Independent Contractor Relationship
Providers shall perform all services as independent contractors. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between Moonlight and any Provider or Client. Moonlight shall not exercise control over the clinical judgment or medical decisions of any Provider.
Insurance
Moonlight shall maintain professional liability insurance for each Assignment with coverage limits of not less than $1,000,000 per claim and $3,000,000 in the aggregate, or higher where required by applicable law. Such coverage shall be excess to any other insurance maintained by the Provider or Client.
Fees and Payment Terms
Clients shall pay all fees as specified in the applicable Assignment Confirmation, including Provider Fees and a Platform Services Fee equal to ten percent (10%) of the total Provider Fees. A deposit of twenty percent (10%) shall be due upon execution of the Assignment Confirmation. Invoices shall be issued weekly and are payable upon receipt. Failure to remit payment may result in immediate suspension of services and liability for all confirmed coverage dates.
Providers shall be compensated in accordance with the applicable Assignment Confirmation. Payments shall be disbursed weekly upon Moonlight’s receipt of payment from the Client, via Stripe or other designated third-party processor.
Assignment Cancellations
By Clients
Without Cause: Clients shall provide no less than sixty (60) days’ prior written notice. Failure to provide timely notice shall result in liability for up to sixty (60) days of unfulfilled Assignment fees.
For Cause: Clients may cancel an Assignment immediately upon discovery of credentialing failure, misconduct, or legal noncompliance.
By Providers
Without Cause: Providers shall provide no less than thirty (30) days’ prior written notice. Failure to comply may result in financial liability for damages incurred by Moonlight.
Emergency: Providers shall notify Moonlight immediately via the Platform in the event of an emergency. Supporting documentation may be required.
Conversion Restrictions
Clients and Providers expressly agree not to engage in direct employment or service arrangements outside of Moonlight for a period of two (2) years following the last Assignment or submission of Provider information. A conversion fee of $35,000 shall apply unless otherwise agreed in writing by Moonlight.
Credentialing and Preplacement
Clients shall be solely responsible for credentialing, evaluating, and approving Providers.
Providers shall furnish all required documentation, including references, licenses, and compliance with Client policies and procedures.
Confidential Information
The terms and conditions governing Confidential Information as applicable to the Platform Services are defined in your Master Agreement with Moonlight. You understand and agree that information you provide through the Platform Services will be accessible by other users of the Platform Services.
Protected Health Information (PHI)
Moonlight does not require or process PHI. Clients and Providers shall comply with all applicable privacy laws, including HIPAA, when handling PHI during Assignments.
Compliance with Laws
All Parties shall comply with all applicable federal, state, and local laws, including but not limited to fraud and abuse statutes, HIPAA, Stark Law, and professional licensing requirements.
No Inducement to Refer
Compensation under this Agreement is strictly for services rendered and shall not be construed as an inducement or requirement to refer patients or generate business.
Exclusion from Health Programs
Each Party represents and warrants that it is not excluded from participation in any federal or state healthcare program. Any change in status shall be reported immediately.
Books and Records
To the extent required by law, each Party shall retain and make available all relevant records for audit by authorized government agencies for a period of four (4) years following the provision of services.
Force Majeure
No Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, governmental actions, or emergencies.
Limitation of Liability
Moonlight’s liability shall be limited to actual damages and shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim. Moonlight shall not be liable for the acts or omissions of Providers or Clients.
Indemnification
• Clients and Providers shall indemnify, defend, and hold harmless Moonlight from any claims, damages, or liabilities arising from their own acts, omissions, or breaches of this Agreement.
• Moonlight shall indemnify Clients for damages directly resulting from Moonlight’s breach of this Agreement.
Termination
• Mutual Agreement: This Agreement may be terminated by mutual written consent.
• For Convenience: Any Party may terminate this Agreement with one hundred eighty (180) days’ prior written notice.
• For Cause: Immediate termination shall be permitted upon uncured material breach.
• Change in Law: Termination shall be permitted if continued performance would violate applicable law or jeopardize billing or tax status.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. All disputes, actions, or proceedings arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida. Each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on improper venue or forum non conveniens.
Nothing in this section shall prevent either Party from seeking provisional injunctive or equitable relief in aid of arbitration, as permitted under Section [Arbitration].
Arbitration
All disputes not resolved through direct negotiation shall be submitted to binding arbitration in Palm Beach County, Florida, under the rules of the American Arbitration Association. Parties waive the right to jury trial and class action participation.
Limitation on Claims
Any claim arising under this Agreement must be filed within one (1) year of accrual or shall be permanently barred.
Waiver and Severability
No waiver of any provision shall be deemed a waiver of any other provision. If any provision is held invalid, the remainder shall remain in full force and effect.
Interpretation
This Agreement shall be construed fairly and without regard to the drafting Party. In the event of conflict between this Agreement and any Assignment Confirmation, this Agreement shall control.
Amendments
Moonlight may amend this Agreement, the Platform Terms of Use, or the Privacy Notice from time to time to reflect operational, legal, or regulatory changes. Any amendments shall become effective upon posting to the Moonlight Platform or written notice to the Parties. Continued use of the Platform or acceptance of new Assignments after such posting or notice shall constitute acceptance of the amended terms.
In the event of a material change that adversely affects Providers or Clients, Moonlight will provide at least thirty (30) days’ prior written notice via email or Platform notification before such changes take effect.
Notice
All notices shall be delivered via the Platform, certified mail, overnight courier, or hand delivery and shall be deemed effective upon documented receipt.
Entire Agreement
This Agreement, together with the Moonlight Platform Terms of Use, Privacy Notice, and any executed Assignment Confirmations, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral, relating to its subject matter.
If there is a conflict or inconsistency among these documents, the order of precedence shall be as follows:
This Agreement (Moonlight Platform Terms and Conditions for Locum Tenens Engagements);
The applicable Assignment Confirmation (for assignment-specific details only);
The Moonlight Terms of Use; and
The Moonlight Privacy Notice.
Any other agreements or policies shall apply only to the extent they do not conflict with the foregoing.