SHADOWSOURCE PROVIDER SHADOWING AGREEMENT

Effective Date: September 7, 2026
Last Updated: September 7, 2026

This Provider Shadowing Agreement (“Agreement”) governs participation by healthcare providers (“Provider,” “you,” or “your”) in shadowing experiences facilitated through ShadowSource LLC (“ShadowSource,” “we,” “us,” or “our”).

By creating a Provider account, listing or accepting a shadowing opportunity, scheduling a shadowing experience, or otherwise participating as a Provider through ShadowSource, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the ShadowSource Terms of Use, Privacy Policy, and Community & Safety Policy, each as amended from time to time.

If you do not agree to these terms, you may not participate as a Provider through ShadowSource.

1. Provider Eligibility

To participate as a Provider on ShadowSource, you must:

Be a physician, physician assistant (“PA”), or nurse practitioner (“NP”) or otherwise satisfy any additional provider eligibility requirements established by ShadowSource;
Maintain any professional license, certification, registration, or other credential required to lawfully practice your profession;
Maintain a valid National Provider Identifier (“NPI”) where applicable;
Provide accurate, current, and complete information regarding your professional credentials and practice;
Promptly update ShadowSource if any license, credential, authorization, or professional status materially changes; and
Comply with all applicable federal, state, and local laws, regulations, professional standards, and facility or practice requirements.
Represent and warrant that you have authority from your employer, practice, and/or healthcare facility to permit student observation, and that permitting a student to observe is consistent with your facility’s and employer’s policies;
Maintain professional liability (malpractice) and any other insurance appropriate to your practice, and confirm that permitting a student observer is consistent with your coverage and your facility’s requirements.

ShadowSource may verify provider information, including NPI information, and may request additional information or documentation when reasonably necessary.

Provider acknowledges that ShadowSource’s verification processes are limited and do not constitute a comprehensive credentialing, licensing, employment, or background investigation.

At launch, ShadowSource does not conduct routine criminal background checks on Providers or Students.

IMPORTANT: SHADOWSOURCE DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON STUDENTS OR PROVIDERS, AND VERIFICATION OF NPI OR OTHER INFORMATION IS NOT A GUARANTEE OF ANY USER’S SAFETY, CHARACTER, OR SUITABILITY. Providers are responsible for exercising their own judgment regarding student observers and for maintaining a safe environment.

ShadowSource may deny, suspend, restrict, or terminate Provider access at its discretion as permitted by applicable law and the ShadowSource Terms of Use.

2. Nature of the Shadowing Relationship

Shadowing experiences facilitated through ShadowSource are intended to provide educational and observational opportunities.

A Student participating in a shadowing experience:

Is an observer and not a member of the Provider’s clinical team;
Is not employed, engaged, or supervised by ShadowSource;
Is not a medical student, trainee, resident, employee, agent, or representative of the Provider solely by virtue of participating through ShadowSource;
May not independently provide patient care or clinical services; and
May not perform hands-on or physical clinical tasks.

Unless expressly permitted by applicable law and facility policy in circumstances outside the ShadowSource experience, the Student must not:

Diagnose or treat patients;
Provide medical advice;
Take patient histories;
Perform examinations;
Administer medications;
Perform procedures;
Document in an electronic health record;
Enter or modify clinical records;
Handle medications, specimens, instruments, or other clinical materials;
Obtain patient information for purposes unrelated to the observation; or
Perform any other clinical or patient-care function.

The Provider is responsible for maintaining the observational nature of the experience and must not instruct or permit the Student to perform activities inconsistent with these requirements.

3. Provider Supervision and Responsibility

The Provider is responsible for determining whether and how a Student may observe the Provider’s professional activities.

The Provider agrees to:

Maintain appropriate professional supervision of the Student throughout the shadowing experience;
Determine which activities, encounters, procedures, or areas of the practice are appropriate for observation;
Prevent the Student from performing unauthorized clinical activities;
Provide reasonable instructions regarding applicable professional, safety, confidentiality, and facility requirements;
Remove the Student from an encounter or location when appropriate; and
End the shadowing experience immediately if the Provider reasonably believes continuation would create a safety, privacy, compliance, or professional concern.

The Provider remains responsible for the care of patients and for complying with applicable professional and facility requirements.

ShadowSource does not supervise clinical care and does not direct the Provider’s medical judgment.

4. Patient Permission and Participation

The Provider is responsible for obtaining any patient permission, authorization, or acknowledgment required by applicable law, regulation, professional standards, or facility policy before allowing a Student to observe a patient encounter.

Patients must be informed that a Student may be present for observational purposes when required.

A patient may decline Student observation or ask the Student to leave at any time.

If a patient declines or withdraws permission, the Provider must ensure that the Student leaves the encounter promptly and without retaliation or adverse treatment toward the patient.

Providers should use reasonable judgment regarding whether a particular encounter is appropriate for Student observation, including circumstances involving sensitive, highly personal, emergency, or otherwise inappropriate encounters.

Nothing in this Agreement requires a Provider to permit a Student to observe any particular patient or encounter.

5. Facility and Practice Requirements

The Provider acknowledges that a healthcare organization, hospital, medical practice, ambulatory facility, or other location may impose additional requirements concerning student observers.

These requirements may include, without limitation:

Facility registration;
Confidentiality or HIPAA agreements;
Orientation or training;
Identification badges;
Immunization or health requirements;
Dress codes;
Infection-control requirements;
Security requirements;
Patient-consent procedures;
Restrictions on photography or recording;
Restrictions on certain clinical areas; and
Additional credentialing or approval procedures.

The Provider is responsible for complying with applicable facility requirements and for ensuring that a Student is not permitted to participate where required facility approval has not been obtained.

ShadowSource does not guarantee that a Provider’s facility or employer will permit shadowing through ShadowSource.

6. Patient Privacy and Confidentiality

Provider agrees to protect patient privacy and confidentiality at all times and to comply with applicable privacy laws, regulations, professional obligations, and facility policies.

The Provider must not intentionally provide ShadowSource with protected health information (“PHI”) or other confidential patient information through the ShadowSource platform.

ShadowSource is not intended to function as:

An electronic health record;
A clinical documentation system;
A patient-management system;
A secure clinical communication system; or
A repository for PHI.

Providers must not use ShadowSource messaging or other platform functionality to communicate clinical information about identifiable patients.

If patient information is accidentally transmitted through ShadowSource, the Provider should promptly notify ShadowSource at info@shadow-source.com and take any additional steps required by applicable law or facility policy.

7. Student Confidentiality

The Provider agrees to communicate applicable confidentiality requirements to Students and to take reasonable steps to prevent unauthorized disclosure of patient information.

A Provider may require a Student to execute a separate confidentiality, HIPAA, or facility agreement before participating in a shadowing experience.

Where required, a Student must comply with such agreements as a condition of participation.

8. Photography, Recording, and Social Media

Providers must not instruct or permit Students to photograph, record, screenshot, livestream, or otherwise capture patient information, clinical encounters, medical records, computer screens, or other confidential information unless expressly permitted by applicable law and facility policy.

Providers should also instruct Students not to publish or share patient information, images, stories, or identifying details on social media or other public or private platforms.

9. Professional Conduct and Boundaries

Providers must maintain appropriate professional boundaries with Students.

Providers must not engage in harassment, discrimination, intimidation, sexual misconduct, exploitation, retaliation, or other inappropriate conduct.

Providers must not condition educational opportunities, recommendation letters, CME documentation, employment opportunities, or other professional benefits on personal, romantic, sexual, financial, or otherwise inappropriate relationships with a Student.

Providers must respect Student boundaries and must not request unnecessary personal information from Students.

Providers must comply with the ShadowSource Community & Safety Policy.

10. Safety

Providers are expected to use reasonable judgment to maintain a safe and professional environment for Students and patients.

A Provider may terminate a shadowing experience at any time for safety, clinical, operational, privacy, professional, or other legitimate reasons.

If a Student’s presence creates a safety concern, violates facility requirements, or interferes with patient care, the Provider may require the Student to leave immediately.

ShadowSource does not guarantee the safety, conduct, qualifications, identity, or behavior of any Student.

11. Communications Through ShadowSource

ShadowSource may provide messaging and communication tools to facilitate scheduling and coordination.

Providers agree to use those tools appropriately and in accordance with the Terms of Use and Community & Safety Policy.

ShadowSource may review, monitor, preserve, or disclose communications when reasonably necessary for safety, investigations, legal compliance, enforcement of platform policies, or other legitimate business or legal purposes as described in the Privacy Policy and Terms of Use.

Providers must not use ShadowSource messaging to transmit PHI or other confidential patient information.

12. Scheduling and Cancellations

Providers may establish available shadowing dates, times, capacity, and other scheduling parameters through ShadowSource.

Providers agree to:

Keep availability reasonably current;
Honor accepted shadowing commitments when reasonably possible;
Provide reasonable notice when cancellation is necessary;
Communicate material changes promptly; and
Follow ShadowSource’s scheduling and cancellation procedures.

Nothing in this Agreement requires a Provider to permit a Student to participate when doing so would violate applicable law, facility policy, patient privacy, safety requirements, or professional obligations.

13. Recommendation Letters

Providers may choose to provide recommendation letters or other professional evaluations to Students.

A recommendation letter is solely the Provider’s professional judgment and responsibility.

ShadowSource may provide tools, prompts, or artificial-intelligence-assisted drafting functionality to help Providers prepare a draft recommendation letter.

Any AI-generated recommendation letter is a draft and must be reviewed, edited, and approved by the Provider before being submitted or represented as the Provider’s recommendation.

The Provider is solely responsible for:

The accuracy of the recommendation;
The opinions expressed;
Any statements regarding the Student’s performance or qualifications; and
The decision whether to sign, submit, or otherwise endorse the recommendation.

Students may not impersonate Providers, sign recommendation letters on behalf of Providers, or materially misrepresent Provider opinions.

14. CME and Educational Credit

ShadowSource may provide Providers with records or documentation relating to participation in shadowing activities that may be relevant to continuing medical education (“CME”) requirements.

ShadowSource does not guarantee that any shadowing activity will qualify for CME, a particular category of CME, or credit toward any specific licensing, certification, employer, or professional requirement.

The Provider is responsible for determining whether participation qualifies for CME or other professional credit and for complying with applicable requirements of the Provider’s licensing board, certifying organization, employer, facility, or other authority.

Where applicable, ShadowSource may provide documentation intended to assist Providers in maintaining records of qualifying educational activities.

Providers are responsible for retaining any records necessary to support their own CME claims.

Nothing in this Agreement represents that ShadowSource is an accredited CME provider unless expressly stated otherwise.

15. Reviews and Feedback

Following a shadowing experience, Providers may submit reviews or feedback regarding Students through ShadowSource.

Providers agree that reviews and feedback must be truthful, relevant, professional, and based on actual experience.

Reviews may be subject to ShadowSource moderation and may be used in connection with safety investigations, policy enforcement, account decisions, or other legitimate platform purposes.

ShadowSource may remove or restrict content that violates its policies or applicable law.

16. Reporting Incidents and Policy Violations

Providers should report significant safety incidents, privacy concerns, misconduct, harassment, threats, suspected policy violations, or other serious concerns involving a Student to ShadowSource as soon as reasonably practicable and, where possible, within 24 hours.

Reports may be submitted to:

info@shadow-source.com

Where appropriate, Providers should also report incidents to the applicable healthcare facility, employer, licensing authority, emergency services, or law enforcement agency.

ShadowSource may investigate reports and may take actions including warnings, restrictions, suspension, or permanent removal of a Student or Provider from the platform.

Nothing in this Agreement prevents a Provider from making a report required by law or professional obligation.

17. Provider Information and Privacy

Providers authorize ShadowSource to collect, use, store, and process information necessary to operate the platform and provide its services, including professional information, NPI information, scheduling information, communications, reviews, CME-related information, and other information described in the ShadowSource Privacy Policy.

Providers acknowledge that certain profile information may be visible to Students and other users in connection with the operation of the platform.

ShadowSource’s collection and use of Provider information is governed by the ShadowSource Privacy Policy.

18. No Employment, Agency, or Partnership

Participation through ShadowSource does not create an employment, agency, partnership, joint venture, or other fiduciary relationship between ShadowSource and Provider.

ShadowSource does not employ Providers, supervise their clinical practice, control their medical judgment, or act as their employer or clinical supervisor.

The Provider is solely responsible for their professional practice and obligations.

19. No Guarantee of Shadowing Opportunities

ShadowSource does not guarantee that:

A Provider will receive Students;
A Student will attend a scheduled experience;
A shadowing experience will occur as scheduled;
A facility will approve a Student;
A patient will permit observation;
A Student will meet a Provider’s expectations; or
Participation will result in employment, admission to an educational program, recommendation, CME credit, or any other professional benefit.

20. Compliance With Law and Professional Obligations

Provider remains solely responsible for determining and complying with laws, regulations, professional standards, licensing requirements, facility policies, employer policies, and contractual obligations applicable to Provider’s participation.

If there is a conflict between this Agreement and a mandatory legal, regulatory, or facility requirement, the applicable legal, regulatory, or facility requirement controls.

Provider must not participate through ShadowSource if doing so would violate such requirements.

21. Suspension and Termination

Provider may discontinue participation at any time.

ShadowSource may suspend, restrict, or terminate Provider access in accordance with the Terms of Use, including when ShadowSource reasonably believes that the Provider:

Violated this Agreement or another ShadowSource policy;
Provided inaccurate or misleading credential information;
Engaged in unsafe or inappropriate conduct;
Violated patient privacy or confidentiality;
Violated facility requirements;
Engaged in harassment, discrimination, or other misconduct;
Failed to maintain required credentials; or
Created a material risk to Students, patients, other users, ShadowSource, or the public.

Termination does not eliminate obligations that by their nature should survive termination, including confidentiality, privacy, intellectual property, dispute-resolution, limitation-of-liability, and indemnification obligations.

22. Relationship to Other ShadowSource Policies

This Agreement should be read together with:

ShadowSource Terms of Use;
ShadowSource Privacy Policy;
ShadowSource Community & Safety Policy; and
Any applicable Student Shadowing Agreement, facility agreement, or additional participation requirements.

If provisions conflict, the following order generally applies unless otherwise required by law:

Applicable law or mandatory regulatory/facility requirements;
Any specifically applicable written facility agreement;
This Provider Shadowing Agreement;
ShadowSource Terms of Use;
Other ShadowSource policies.

23. Assumption of Professional Responsibility

Provider acknowledges that ShadowSource is a technology platform intended to facilitate connections and administrative coordination.

ShadowSource does not provide medical care, supervise clinical practice, credential healthcare professionals, determine patient suitability, obtain patient consent on behalf of Providers, or control clinical environments.

Provider remains responsible for professional decisions and conduct occurring during Provider’s practice.

24. ASSUMPTION OF RISK AND RELEASE

Shadowing experiences take place in person and involve interactions among Providers, Students, patients, facility personnel, and other third parties. The Provider understands and voluntarily accepts the inherent risks of participating in in-person shadowing experiences and is responsible for maintaining appropriate insurance for the Provider’s practice.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER RELEASES SHADOWSOURCE LLC AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS FROM CLAIMS ARISING FROM OR RELATED TO IN-PERSON SHADOWING EXPERIENCES, INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM SHADOWSOURCE’S OWN ORDINARY NEGLIGENCE AND INCLUDING THE ACTS OR OMISSIONS OF STUDENTS, PATIENTS, HEALTHCARE ORGANIZATIONS, OR OTHER THIRD PARTIES.

This release does not apply to liability that cannot be released or limited under applicable law, including liability for gross negligence or willful misconduct. This Section is intended to satisfy the fair-notice requirements of Texas law, including the express-negligence doctrine and the requirement of conspicuousness.

25. Disclaimers and Limitation of Liability

To the maximum extent permitted by applicable law, ShadowSource provides the platform and related services on an “as is” and “as available” basis.

ShadowSource does not guarantee the accuracy of information provided by users, the qualifications or conduct of users, the availability of shadowing opportunities, the safety of any interaction, or the outcome of any shadowing experience.

To the maximum extent permitted by law, ShadowSource disclaims liability for acts or omissions of Providers, Students, patients, healthcare organizations, employers, or other third parties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS APPLY TO ALL CLAIMS OF EVERY KIND, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND APPLY EVEN TO CLAIMS ARISING IN WHOLE OR IN PART FROM SHADOWSOURCE’S OWN NEGLIGENCE.

Additional disclaimers, limitations of liability, indemnification obligations, and dispute-resolution provisions are contained in the ShadowSource Terms of Use and are incorporated into this Agreement by reference.

26. Indemnification

To the extent provided in the ShadowSource Terms of Use and permitted by applicable law, Provider agrees to indemnify and hold harmless ShadowSource and its owners, officers, directors, employees, contractors, and agents from claims, damages, liabilities, losses, costs, and expenses arising from Provider’s:

Breach of this Agreement;
Violation of applicable law or professional requirements;
Violation of patient privacy or confidentiality;
Professional misconduct;
Negligent or wrongful acts or omissions; or
Violation of the rights of another person.
Your failure to obtain any required facility, employer, or patient authorization for a student observer.

This indemnification applies to the maximum extent permitted by applicable law and applies even where a claim arises in part from ShadowSource’s own negligence, except to the extent a claim arises from ShadowSource’s gross negligence or willful misconduct or where such indemnification is prohibited by law.

27. Electronic Acceptance

Provider’s electronic acceptance of this Agreement, creation of a ShadowSource Provider account, listing of a shadowing opportunity, or participation in a shadowing experience constitutes Provider’s electronic signature and agreement to be bound by this Agreement.

Provider agrees that electronic records of acceptance may be maintained by ShadowSource and may constitute evidence of Provider’s agreement.

28. Changes to This Agreement

ShadowSource may update this Agreement from time to time.

Material changes may be communicated through the platform, email, or other reasonable means.

Provider’s continued use of ShadowSource following the effective date of an updated Agreement constitutes acceptance of the revised Agreement, except where applicable law requires additional consent.

29. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles, except to the extent applicable law requires otherwise.

Any dispute-resolution provisions contained in the ShadowSource Terms of Use, including applicable arbitration and class-action waiver provisions, are incorporated into this Agreement.

30. Severability

If any provision of this Agreement is determined to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

31. Entire Agreement

This Agreement, together with the ShadowSource Terms of Use, Privacy Policy, Community & Safety Policy, and any applicable supplemental agreements, constitutes the agreement between Provider and ShadowSource concerning Provider participation in ShadowSource shadowing activities and supersedes prior agreements concerning the same subject matter.

32. Contact

Questions regarding this Agreement may be directed to:

ShadowSource LLC
Email: info@shadow-source.com

PROVIDER ACKNOWLEDGMENT

By electronically accepting this Agreement, I acknowledge that:

I am eligible to participate as a Provider;
I will maintain accurate professional and credential information;
I understand that ShadowSource shadowing is observational in nature;
I will not permit Students to perform unauthorized clinical activities;
I will comply with applicable patient privacy, confidentiality, facility, and professional requirements;
I understand that patient permission may be required before observation;
I will respect a patient’s decision to decline or withdraw permission;
I will maintain appropriate professional boundaries with Students;
I will promptly report significant safety or misconduct concerns;
I understand that ShadowSource does not conduct routine criminal background checks at launch;
I represent that I have authority to permit student observation and that doing so is consistent with my facility and employer policies;
I maintain insurance appropriate to my practice and confirm that permitting a student observer is consistent with my coverage;
I voluntarily assume the risks of in-person shadowing experiences as described in the Assumption of Risk and Release;
I understand that ShadowSource does not supervise my clinical practice; and
I agree to be bound by this Agreement and the other applicable ShadowSource policies.

Provider Name: ______________________________

Professional Designation: _____________________

NPI: _______________________________________

Electronic Acceptance Date: ____________________

Electronic Signature: __________________________