Nextech AI Scribe License Agreement
Last Modified: January 16th, 2026
This AI SCRIBE AGREEMENT (this “Agreement"), is entered into by and between Nextech Systems, LLC ("Nextech"), a Florida limited liability company, with its principal offices at 4221 Boy Scout Blvd. Suite 350, Tampa, FL 33607 and the Licensee identified in the signature portion to this Agreement or the Supplemental Schedule (“Licensee” or “Customer”).
Except as otherwise expressly provided below, the terms set forth in this Supplemental Schedule are in addition to, and not in limitation of, the terms set forth in the Nextech Master Software License Agreement or the Nextech Med Spa Software Agreement, as applicable (the “License Agreement”). All capitalized terms used, but not defined, in this Supplemental Schedule have the meanings assigned to them in the applicable License Agreement. If any of the terms contained in this Supplemental Schedule conflict with any of the terms of the applicable License Agreement, the terms of this Supplemental Schedule shall prevail. In all other respects, the License Agreement shall remain unchanged and in full force and effect.
1. The Software for Clinical Documentation product is an augmented artificial intelligence (AI) tool built into the Nextech EHR. This AI tool is used to transcribe sessions and automatically convert the transcripts into unique session notes which are formatted based on industry standards selected by Licensee. The suggested session notes are made available to the clinician for their review and approval prior to signing off on the completed note. The Clinical Documentation product AI engine is designed specifically for Nextech EHR customers using a Large Language Model and the Nextech data set. This Clinical Documentation product is hosted in the Nextech hosted environment alongside of the Nextech EHR.
2. Terms for the Software for Clinical Documentation
- Draft session notes and any other output from the Software for Clinical Documentation is generated through an augmented AI tool. Licensee acknowledges that artificial intelligence and machine learning are rapidly evolving fields that generate predictions based on patterns in data. Output generated by artificial intelligence and machine learning models is probabilistic in nature, and therefore all Output should be evaluated by Licensee for accuracy and for appropriateness for Licensee’s use case, including by employing competent human review of such Output. Output may include incorrect information, represent harmful instructions, or reflect biases, due to adverse patterns in the Input Data or due to how the AI Features were trained. The Output is not a substitute for a health care professional’s documentation of items and services provided to patients. Customer shall thoroughly test and evaluate whether Customer’s use of the Software for Clinical Documentation is fit for its purposes and identify and mitigate any risks or harms to patients and other persons associated with its use.
- Customer acknowledges and agrees that Customer and its health care professionals (authorized to use the Software in accordance with the Agreement) are responsible for (and Nextech shall not be responsible for): (a) reviewing and ensuring the accuracy, completeness and appropriateness of session notes and other output from the Software for Clinical Documentation; (b) ensuring that session notes comply with any applicable statutes, regulations, rules or other applicable requirements of government agencies, health plans, government programs and others responsible for payment of health care items and services provided or furnished by Customer; (c) providing periodic training and disclaimers to its users on the risks, limitations and correct use of the AI Features, and (d) clearly identifying all Output as having been generated using artificial intelligence tools.
- The Software for Clinical Documentation is not intended, designed, or made available to: (a) diagnose, monitor, or treat individual patients or be a medical device; (b) automate documentation without appropriate review and oversight by health care professionals; or (c) provide, replace or be a substitute for professional medical advice, diagnosis, treatment, or judgment.
- “AI Features” are the artificial intelligence and machine learning features that perform actions or generate Output. “Input Data” is the body of information and materials that is provided by, or on behalf of, Licensee to train, optimize, or ground the AI Features, and that the AI Features use to generate predictions, responses, answers, or recommendations for the Licensee’s users and customers who access the Software. “Output” is content that is generated by the AI Features based on the Input Data.
3. Licensee shall not, and shall require its users not to, (a) use the Software for any purpose that is unlawful or otherwise not permitted under this Agreement or in any manner that creates a risk to patient safety, (b) use the Software in any manner that is intended to damage, disable, overburden, or impair the Software, (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the Software; or (d) use any Input Data that is offensive, obscene, threatening, harmful, libelous, abusive or which otherwise is of criminal or unethical nature. Further, Licensee hereby represents and warrants that the Input Data shall consist solely of data and other materials that Licensee owns or otherwise has all necessary rights to access and use (and, without limiting the generality of the foregoing, are not sourced from any third-party controlled network or systems, or the internet without obtaining necessary rights to access and use the materials).
4. Licensee further acknowledges that the Software is not certified under the Health IT Certification Program administered by the Assistant Secretary for Technology Policy / Office of the National Coordinator for Health Information Technology (“ASTP/ONC”) and does not constitute “Certified Health IT” as defined in 45 C.F.R. Part 170. Licensee is solely responsible for determining whether the Software meets Licensee’s intended use and for complying with all laws, regulations, and payer or government program requirements that may require Certified Health IT.
5. Licensee acknowledges and agrees that nothing contained in the Software made available by Nextech or in any of the documents, document templates or procedure-specific content provided in the Software database or which is merged with any document templates, is to be construed as medical and/or legal advice, and the Licensee shall, with the Licensee’s specialized professional judgment and with competent legal counsel where appropriate, review such documents, document templates or procedure-specific content provided in the Software database before providing the output to any patient of the Licensee or any third party.
6. Nextech shall have sole and exclusive ownership of all right, title, and interest in and to the Software and any additions or modifications thereto (including the incorporation into the Software of any feedback, comments or suggestions made by Licensee), all media and documentation relating to such additions or modifications, and all intellectual property and other similar proprietary rights (“Intellectual Property Rights”) associated therewith in any jurisdiction, whether registered or unregistered (including, without limitation, all rights and interests pertaining to or deriving from copyrights, trade secrets, trademarks, service marks, logos, slogans, trade names, patents works of authorship, data compilations, software source code, know-how, inventions, discoveries, improvements, technologies, processes, methods, protocols, algorithms, “moral rights,” rights of publicity, rights of privacy, and all applications, registrations, renewals, claims and recovery rights in connection with the foregoing rights, and all associated goodwill). Further, as between the Parties, while Licensee shall own the Output, Licensee acknowledges that Output may not be protectable under copyright, intellectual property, or other Laws. Notwithstanding the foregoing, Input Data does not include any vectorized data or embedded model relationship data that is used for the functioning of the AI Features, including for training, fine-tuning, or grounding purposes (such data, the “Model Data”). Model Data is deemed to be an inherent part of the AI Features and is owned by Nextech, even to the extent it is derived from, or includes, Input Data.
7. This Agreement is not assignable, transferable or sublicensable by Licensee except with Nextech’s prior written consent. Nextech may assign this Agreement without Licensee’s consent.
8. The parties are, and act and perform as independent contractors in connection with this Agreement. Neither party, nor any of its officers, directors, employees or representatives is the agent, employee or representative of the other party or has an express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the other party as a result of this Agreement.
9. This Agreement constitutes the entire and only agreement between the parties for the Software and supersedes all prior oral and written proposals, representations, understandings or other communication related to the subject matter hereof. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. Nextech’s failure to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable Laws or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. The Software and the actions and commitments of Nextech with respect thereto shall not be construed as being directly or indirectly covered by or subject to any other agreement between Licensee and Nextech.
