Last updated: January 2, 2026
Please read these Service Terms and Terms of Use ("Terms") carefully. These Terms govern (1) any services provided by Foundry PC LLC, a Florida limited liability company ("Foundry PC," "Foundry," "we," "us") under a Statement of Work, order form, or proposal that references these Terms (each, an "SOW," and the services, the "Services"), and (2) your use of foundry-pc.com (the "Site"). By signing an SOW or using the Site, you agree to these Terms. If an SOW conflicts with these Terms, the SOW controls for that engagement.
Foundry provides access to independent healthcare attorneys, physician owner matching, entity formation coordination, and administrative tools. Foundry is not a law firm and does not provide legal advice. Foundry does not practice medicine.
Foundry designs and coordinates MSO-PC entity structures for healthcare businesses, including entity formation and foreign qualification filings, delivery of document suites customized by independent counsel, matching of licensed physician owners, project management, and ongoing compliance support services, in each case as described in the applicable SOW. Foundry may use affiliates and qualified contractors to perform the Services.
Document customization, legal review, and attorney sign-off are performed by independent healthcare law firms. You engage counsel directly under the firm's own engagement letter, and attorney-client privilege exists between you and the firm — not with Foundry. Foundry coordinates scope, workflow, and timing with counsel but is not a party to, and does not supervise, the attorney-client relationship. Nothing provided by Foundry — including templates, checklists, structure recommendations, and educational content — constitutes legal advice.
Where an SOW includes physician owner services, Foundry will match you with one or more licensed physicians to serve as owner(s) of your professional entities in accordance with applicable law. Physician owners are independent professionals, not employees or agents of you or of Foundry. Foundry may replace a physician owner with a similarly qualified physician upon notice (for example, due to unavailability, licensure changes, or conflicts), and will maintain access to backup physicians as described in the SOW. You may request replacement of a physician owner for reasonable cause, and Foundry will use commercially reasonable efforts to complete the substitution promptly.
Nothing in these Terms or any SOW transfers control over the practice of medicine or any clinical decision. All clinical and professional judgments remain at all times with the professional entities and their licensed clinicians, consistent with applicable corporate practice of medicine and similar laws. Foundry's Services are administrative and structural only.
Fees are set out in the applicable SOW. Unless the SOW says otherwise: one-time fees are due on signing and are non-refundable once the corresponding work has begun; recurring fees are billed monthly in advance and are due on receipt; state filing fees, registered agent fees after the first year, publication fees, and expedite fees are passed through at cost with no markup. Amounts more than 15 days past due may accrue interest at 1.5% per month (or the maximum lawful rate, if lower), and Foundry may suspend Services for accounts more than 30 days past due after notice. Fees are exclusive of taxes, which are your responsibility (excluding taxes on Foundry's income).
Each SOW runs from its effective date until the Services are completed or the SOW is terminated under this Section. Recurring services carry the minimum commitment stated in the SOW (typically twelve months), then continue month-to-month; either party may end month-to-month services on thirty days' written notice. Either party may terminate an SOW if the other materially breaches and fails to cure within thirty days of written notice. If you terminate recurring services before the end of the minimum commitment other than for Foundry's uncured material breach, the remaining balance of the minimum commitment becomes due. Sections 4 and 7–13 survive termination.
You are responsible for: providing complete and accurate information reasonably needed for the Services; promptly executing documents and counsel engagement letters; the lawfulness and operation of your business, including payer enrollment, credentialing, billing, insurance, tax matters, and clinical operations; and your own decision, made with your counsel, to adopt any particular entity structure. Foundry's timelines assume prompt cooperation; state and regulatory processing times are estimates and outside Foundry's control, and Foundry does not guarantee any regulatory approval or outcome.
Each party will use the other's non-public business information only to perform under these Terms and will protect it with at least reasonable care, disclosing it only to personnel and advisors with a need to know or as required by law. This obligation lasts for three years after the engagement ends (and indefinitely for trade secrets).
Foundry retains all rights in its templates, playbooks, processes, software, and know-how, including improvements developed during an engagement. Upon full payment, you receive a perpetual license to use the final executed documents and deliverables prepared for you in the operation of your business. You may not resell, license, or distribute Foundry's templates or deliverables to third parties. Feedback you provide may be used by Foundry without restriction. Site content, trademarks, and logos are owned by Foundry or its licensors and may not be used without permission.
Foundry will perform the Services in a professional and workmanlike manner. Except as expressly stated in these Terms or an SOW, the Services and the Site are provided "as is," and Foundry disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Foundry does not warrant any legal, regulatory, payer, or business outcome, including that any structure will be free from regulatory challenge.
To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data, even if advised of the possibility; and Foundry's total aggregate liability arising out of or relating to the Services, these Terms, or the Site will not exceed the fees you paid to Foundry under the applicable SOW in the twelve months preceding the event giving rise to the claim. These limits do not apply to a party's breach of Section 8, to amounts you owe under Section 5, or to liability that cannot be limited by law.
You will defend and indemnify Foundry, its affiliates, and their officers, directors, employees, and agents against third-party claims arising from your business operations, your content or information, or your breach of these Terms, except to the extent caused by Foundry's gross negligence or willful misconduct. Foundry will defend and indemnify you against third-party claims that the Services, as delivered by Foundry, infringe a third party's intellectual property rights. The indemnified party must give prompt notice and reasonable cooperation, and the indemnifying party controls the defense.
These Terms and each SOW are governed by California law, without regard to conflicts-of-law rules. Any dispute arising out of or relating to these Terms, an SOW, or the Services will be resolved by binding arbitration administered by JAMS in San Diego County, California, on an individual basis — class actions and jury trials are waived — except either party may seek injunctive relief in court for misuse of confidential information or intellectual property, and either party may bring qualifying claims in small-claims court.
These Terms plus the applicable SOW are the entire agreement for the engagement and supersede prior discussions. Neither party may assign without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is unenforceable, the rest remain in effect; a waiver must be in writing and applies only to the instance given. The parties are independent contractors. Foundry may update these Terms by posting a revised version to the Site; updates apply to SOWs signed after posting and do not retroactively change signed SOWs.
Informational only. Content on the Site — including articles, guides, pricing examples, and descriptions of legal structures — is for general informational purposes and does not constitute legal, medical, tax, or financial advice. Consult your own advisors before acting on anything you read here.
Acceptable use. You agree not to misuse the Site, including by attempting to breach its security, probing or scanning its systems, interfering with service to others, scraping at scale, uploading malicious code, or using the Site to send unsolicited communications. You agree not to submit content that is unlawful, infringing, or deceptive, and you represent that you have the rights to anything you submit. Foundry may suspend or terminate access for violations, and may cooperate with law enforcement where required.
Submissions. If you submit information through the Site (for example, an intake form), you grant Foundry the right to use it to respond to you, provide the Services, and improve its offerings, consistent with our Privacy Policy at foundry-pc.com/privacy, which is incorporated into these Terms.
Third-party links. The Site may link to third-party sites, including law firm and partner sites. Foundry doesn't control them and isn't responsible for their content or practices.
No warranty; liability. The Site is provided "as is," without warranties of any kind, and Foundry is not liable for damages arising from your use of, or inability to use, the Site, to the maximum extent permitted by law and subject to Section 11 above.
Questions or notices: admin@foundry-pc.com
Foundry PC LLC provides access to independent attorneys, physician matching, and administrative tools. Foundry PC is not a law firm and does not provide legal advice, and does not practice medicine.