Beruflich Dokumente
Kultur Dokumente
RECITALS:
WHEREAS, the MSO operates one or more websites that allow visitors to obtain
on-line medical consultations that generate appropriate referrals to licensed physicians in
connection with certain medical conditions;
WHEREAS, the MSO has expertise in managing medical practices and has
developed various systems for management, billing and collection, strategic planning and
marketing of medical practices desires to provide PHYSICIAN the services of a
Management Services Organization (“MSO”);
WHEREAS, PHYSICIAN desires the MSO to provide him with billing and
collection, strategic planning, marketing and other administrative services, as well as
fulfillment services (collectively, the "Management Services");
WHEREAS, the MSO is willing provide the Referral Services and the
Management Services to PHYSICIAN on the terms and conditions set forth in this
Agreement; and
AUGLIB01 47223.1
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Engagement.
(a) PHYSICIAN hereby engages the MSO to provide, and the MSO
hereby agrees to provide, the Referral Services to PHYSICIAN subject to the
terms and conditions hereof.
(b) PHYSICIAN hereby agrees to engage the MSO to provide, and the
MSO hereby agrees to provide, the Management Services to PHYSICIAN subject
to the terms and conditions hereof.
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(for male pattern baldness), Xenical and Phentermine (for obesity) and such other
medications as the MSO and the PHYSICIAN may from time to time determine,
consistent with applicable laws and regulations. The MSO shall forward to PHYSICIAN
for professional evaluation questionnaires submitted on-line. Where the PHYSICIAN's
evaluation of the questionnaire indicates that, in the exercise of his medical judgment, a
prescription medication would be appropriate treatment, the PHYSICIAN will issue a
prescription to a U.S. licensed pharmacy for fulfillment and shipping to the patient.
During the term of this Agreement, PHYSICIAN shall be responsible for the
following:
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3.1 Professional Responsibilities of PHYSICIAN. PHYSICIAN shall be
responsible for (i) the employment and professional supervision of all medical staff; (ii)
the provision of all medical services to patients of PHYSICIAN; (iii) the adoption of all
professional and clinical policies and protocols; and (iv) all other acts in respect of the
operation of PHYSICIAN which constitute the practice of medicine under the laws and
regulations of the State of Georgia.
3.5 Assignment of Fees. All sums to which PHYSICIAN may be entitled for
medical services rendered by PHYSICIAN to patients referred by MSO shall be, and
hereby are, to the extent permitted by applicable law, assigned to the MSO and shall be
directly deposited in an MSO Account. PHYSICIAN shall take such other actions as may
be necessary to confirm MSO’s rights as set forth herein.
3.6 Prescriptions. After carefully reviewing the patient’s medical history and
after exercising his professional judgment, PHYSICIAN shall be responsible for
prescribing all medications indicated for treatment of the patient’s reported medical
condition. The MSO will direct all issued prescriptions to a licensed U.S. pharmacy for
fulfillment and delivery to the patient.
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3.9 Insurance Coverages. PHYSICIAN shall provide, or shall arrange for the
provision of, and maintain throughout the entire term of this Agreement, professional
liability insurance coverage on PHYSICIAN in the minimum amount of One Million and
No/100 Dollars ($1,000,000.00) per occurrence and Three Million and No/100 Dollars
($3,000,000.00) annual aggregate. PHYSICIAN shall provide to the MSO written
documentation evidencing such insurance coverage. PHYSICIAN shall, at its sole cost
and expense, pay the premium costs of all such professional liability insurance coverage
during the term of this Agreement. PHYSICIAN shall provide, or shall arrange for the
provision of, and shall maintain throughout the entire term of this Agreement, workers’
compensation insurance coverage on PHYSICIAN and each of his employees and agents,
including, but not limited to, all Physicians and medical staff, in the amounts required by
law. PHYSICIAN shall provide to the MSO written documentation evidencing such
insurance coverage. PHYSICIAN shall, at his sole cost and expense, pay the premium
costs of all such workers’ compensation insurance coverage.
4.1 Management Fee. MSO shall be entitled to retain as its Management Fee
all sums remaining in the MSO Account after payment of (i) expenses that are MSO’s
responsibility as set forth herein and (ii) compensation to PHYSICIAN of
_____________________ ($______________) per annum, paid in equal installments as
set forth on Exhibit A attached hereto.
4.2 Responsibility for Expenses. (a) MSO shall be responsible for the
expenses providing its Management Services as set forth in Section 2.2 herein above; and
(b) PHYSICIAN shall be responsible for all other expenses associated with the operation
of PHYSICIAN’s practice.
V. INDEMNIFICATION.
5.1 PHYSICIAN hereby agrees to indemnify, defend and hold harmless the
MSO, and each of the MSO’s officers, directors, shareholders, members, agents and
employees, from and against any and all claims, demands, losses, liabilities, actions,
lawsuits and other proceedings, judgments and awards, and costs and expenses (including
reasonable attorneys’ fees), arising directly or indirectly, in whole or in part, out of any
matter related to any breach by PHYSICIAN of this Agreement or any acts or omissions
by PHYSICIAN in its performance of this Agreement, including but not limited to the
negligence of PHYSICIAN or PHYSICIAN’s employees regarding any professional acts
or omissions. PHYSICIAN shall immediately notify the MSO of any lawsuits or actions,
or any threat thereof, that may become known to PHYSICIAN that might adversely affect
any interest of PHYSICIAN or the MSO whatsoever.
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(a) PHYSICIAN is licensed to practice medicine in the State of
Georgia without restriction and has not been and is not currently subject to any
disciplinary or corrective action;
(b) PHYSICIAN has all federal and state narcotics and controlled
substances numbers and licenses necessary to practice medicine;
(d) Except as set forth on Schedule 6.1(d), (i) the license to practice
medicine in any state or to prescribe controlled substances of PHYSICIAN has never
been restricted, suspended or revoked, (ii) he has not ever been reprimanded, sanctioned
or disciplined by any licensing board or state or local medical society or specialty board;
(iii) he has not ever been denied membership or reappointment to membership on the
medical staff of any hospital, has never had hospital medical staff membership or clinical
privileges suspended, restricted or revoked and has never voluntarily resigned from any
medical staff or given up any staff privileges while a disciplinary action or investigation
has been pending; (iv) there has never been entered against PHYSICIAN a final
judgment in a malpractice action and no action, based on an allegation of malpractice by
PHYSICIAN, has ever been settled by payment to the plaintiff; and (v) no claims have
been made against PHYSICIAN for any reason whatsoever for the past five years.
6.2 Representations and Warranties of the MSO. The MSO represents and
warrants that it has corporate power and authority to enter into this Agreement and
perform its obligations under this Agreement, and that the execution, delivery and
performance of this Agreement will not breach any contract, obligation or covenant to
which it is a party or adversely affect its ability to perform this Agreement.
7.1 Term. The initial term of this Agreement shall be for a period of ______
(__) years, commencing on __________ ___, 20__, and continuing until _________ __,
20__, unless terminated earlier pursuant to the terms hereof. Thereafter, the Agreement
will automatically renew for successive renewal terms of one year each, unless
PHYSICIAN provides the MSO written notice of his intention not to renew the
Agreement a minimum of six (6) months prior to the end of the then current term.
7.2 Termination by the MSO. The MSO shall have the right to terminate this
Agreement immediately upon written notice to PHYSICIAN, with or without cause.
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of the MSO to perform its duties and obligations hereunder and failure to cure the same
no later than one hundred eighty (180) days (the “Cure Period”) following written notice
from PHYSICIAN specifying in detail the nature of the material default. In the event that
the MSO fails to correct such material default within the Cure Period, PHYSICIAN may
terminate this Agreement upon sixty (60) days written notice to the MSO following the
Cure Period.
8.2 During the term of this Agreement and for a period of eighteen (18)
months following the termination or expiration of this Agreement, PHYSICIAN shall
not, without the prior written consent of the MSO, solicit or attempt to solicit any
employee or former employee of the MSO to leave the employ of the MSO or to employ
a former employee of MSO. For purposes of this Section 8.2, a “former employee” shall
be any person who was employed by the MSO within six (6) months prior to the
termination or expiration of this Agreement.
8.3 The MSO and PHYSICIAN acknowledge and agree that the remedy at
law for any breach or attempted breach of the foregoing provisions by PHYSICIAN will
be inadequate and that the MSO shall be entitled to specific performance, injunction or
other equitable relief in the event of any such breach or attempted breach, in addition to
any other remedies that might be available at law or in equity. If the duration, scope or
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geographic area contemplated by the foregoing provisions is determined to be
unenforceable by a court of competent jurisdiction, the parties agree that such duration,
scope or geographic area shall be deemed to be reduced to the greatest scope, duration or
geographic area which would be enforceable.
IX. MISCELLANEOUS.
9.1 Severability. The provisions of this Agreement shall not be severable, and
if any material provisions shall be determined to be invalid, void or unenforceable in
whole or in part for any reason by a court of competent jurisdiction, the MSO shall have
the right to terminate this Agreement upon five (5) business days prior written notice.
9.3 Governing Law. This Agreement shall be governed by the laws of the
State of Georgia.
9.5 Remedies. All rights, powers and remedies granted to either party by any
particular term of this Agreement are in addition to, and not in limitation of, any rights,
powers or remedies that it has under any other term of this Agreement, at common law, in
equity, by statute or otherwise. All such rights, powers and remedies may be exercised
separately or concurrently, in such order and as often as may be deemed expedient by any
party. No delay or omission by any party to exercise any right, power or remedy shall
impair such right, power or remedy or be construed to be a waiver of or an acquiescence
to any breach or default. A waiver by any party of any breach or default hereunder shall
not constitute a waiver of any subsequent breach or default.
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9.6 No Medicare/Medicaid Billed Services. The parties understand,
acknowledge and agree that none of the services rendered by Physicians to patients shall
be billed to Medicare, Medicaid or any federal or state funded health benefit program.
9.8 Assignment. PHYSICIAN shall not assign this Agreement, or any portion
hereof or any monies due or to become due hereunder, without the prior written approval
of the MSO. The MSO may assign the Agreement by providing written notice to the
Agent and PHYSICIAN.
9.9 Successor in Interest. All of the rights, benefits, duties, liabilities and
obligations of the parties hereto shall inure to the benefit of and be binding upon the
parties and their permitted successors and assigns.
9.11 Headings. The headings of the Sections and Articles of this Agreement
are inserted for convenience of reference only and shall not in any manner affect the
construction or meaning of anything herein contained or govern the rights or liabilities of
the parties hereto.
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PHYSICIAN:
MSO:
Notice of a change in address of one of the parties shall be given in writing to the other
parties as provided above.
9.13 Regulatory Requirements. The MSO and PHYSICIAN will operate at all
times in compliance with federal, state and local law, rules and regulations, and all
currently accepted and approved methods and practices of professional specialties of
PHYSICIAN.
IN WITNESS WHEREOF, the parties have hereunto set their hand as of the day
and year first above written.
By:
___________________ , M.D.
MSO:
By:
Name Title
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EXHIBIT A
PHYSICIAN COMPENSATION
[Here set out the amounts and dates of payments, whether monthly, quarterly, etc.]
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SCHEDULE 6.1(d)
PHYSICIANS:
CLAIMS AND MEDICAL MALPRACTICE JUDGMENTS,
RESTRICTIONS ON LICENSURE AND MEDICAL STAFF PRIVILEGES
None
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