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This AGREEMENT (the "Agreement") is made and entered into as of

_______________ ___, 20__, by and among ___________________, M.D., a licensed
Georgia physician, (“PHYSICIAN”) and ., a Georgia Limited Liability
Company (“MSO”).


WHEREAS, PHYSICIAN desires to be engaged in the private practice of


WHEREAS, PHYSICIAN believes that Internet referrals and prescription

fulfillment, and professional marketing, administrative and operating assistance, will
enable him to concentrate more fully on the practice of medicine and, therefore, provide
high quality medical services more efficiently;

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 is able to fulfill prescriptions issued in connection with

such referrals through certain U.S. licensed pharmacies;

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 access to referrals

from MSO’s web sites (the "Referral Services");

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

WHEREAS, none of the services rendered by PHYSICIAN to patients shall be

billed to Medicare, Medicaid or any federal or state funded health benefit program.

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.

1.2 PHYSICIAN’s Control over Professional Services. Notwithstanding

anything to the contrary contained herein, the parties acknowledge and agree that
PHYSICIAN, personally or through any of his professional employees or agents, shall
have complete control over the provision of all professional medical services provided by

1.3 Independent Contractors. In performing their duties hereunder, the parties

shall be and shall act as independent contractors, and PHYSICIAN is not and shall not act
as a partner, agent or employee of, or in joint venture with, the MSO. No party shall have
the authority to bind the other parties, contractually or otherwise, except as specifically
authorized in this Agreement. In addition, PHYSICIAN shall not have any claim under
this Agreement, or otherwise, against the MSO for vacation pay, sick leave,
unemployment insurance, worker’s compensation, disability benefits or employee
benefits of any kind.

1.4 Other Professionals. No provision of this Agreement shall limit the

MSO’s right, authority or ability under applicable law to contract with other physicians or
professional corporations, or to contract with or enter into any other arrangement with
any healthcare professional.


2.1 General. The MSO shall be responsible for the following:

(a) Provision of Referral Services. The MSO shall maintain, update

and monitor one or more Internet websites as it may deem appropriate, to facilitate on-
line medical consultations for the prescription treatment of certain medical conditions.
Visitors to the website who desire treatment shall be able to complete an on-line medical
history questionnaire that elicits sufficient information for a licensed physician to
determine whether to prescribe Celebrex (for arthritis), Viagra (for impotence), Propecia

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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.

(b) Provision of Management Services. The MSO shall provide the

Management Services described in more detail below. The MSO shall have the right to
delegate any of its duties or obligations, or subcontract any of its services, or any portion
thereof under this Agreement.

2.2 Management and Operation. The MSO’s Management Services shall

include the following:

(a) Marketing Services. The MSO shall, in consultation with

PHYSICIAN, design and implement an advertising and marketing program to promote
the services of PHYSICIAN in a manner that both parties deem to be appropriate.

(b) Fulfillment Services. The MSO shall cause the prescriptions

issued by PHYSICIAN to be filled through a duly licensed U.S. pharmacy.

(c) Financial Services. PHYSICIAN hereby authorizes the MSO to

bill, collect and deposit, and the MSO shall be responsible for billing and collecting and
depositing, in its accounts payments for all medical services rendered by PHYSICIAN to
his patients (including negotiations with and collections from insurance companies,
HMOs, PPOs and other third-party payors (other than Medicare or Medicaid or any
federal or state funded health benefit program)).

(d) Collection of Revenues and Payment of Expenses. All monies

collected on behalf of PHYSICIAN by the MSO pursuant to Section 2.3(d) shall be
deposited directly into an MSO bank account (the "MSO Account"), which shall be in
the MSO’s name, and the MSO shall make all disbursements therefrom. From the funds
collected and deposited in the MSO Account, there shall be paid (i) expenses from
MSO’s provision of Management Services and (ii) the compensation due the
PHYSICIAN pursuant to Section 4.1. All other funds remaining in the MSO Account
shall be the property of MSO and shall be retained by MSO as compensation for services
provided hereunder.


During the term of this Agreement, PHYSICIAN shall be responsible for the

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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.

3.2 Standards. Medical services provided by PHYSICIAN shall be consistent

with the applicable statutes and regulations of the State of Georgia, the prevailing
community standards of care in PHYSICIAN locale, federal laws and regulations, and the
policies and procedures of the MSO. Deficiencies discovered in the performance of any
personnel or in the quality of medical care shall be reported immediately to the MSO by
PHYSICIAN, and appropriate steps shall be taken by PHYSICIAN at once to remedy
such deficiencies. Failure to remedy such deficiencies in a timely fashion shall be
considered a breach of this Agreement.

3.3 Personal Conduct. PHYSICIAN shall cause each of his employees to

avoid all personal acts, habits and usages that might injure in any way, directly or
indirectly, the employee’s professional reputation or that of any other employee of
PHYSICIAN or that might be detrimental to any interest of the MSO or PHYSICIAN.

3.4 Disclosure. During the term of this Agreement, PHYSICIAN agrees to

comply, to the extent the same are applicable to PHYSICIAN, with any ownership and
other disclosure requirements under Federal and Georgia law.

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.

3.7 Billing. PHYSICIAN shall be responsible for submitting timely and

accurate patient care services information to the MSO for billing purposes. Such patient
care services information shall be submitted in a format prescribed by the MSO.

3.8 Medical Practice and Administration in Compliance With MSO’s Policies

and Procedures. PHYSICIAN hereby agrees that he and his employees shall comply with
the administrative and general policies and procedures outlined by the MSO, which the
MSO in its sole discretion may update from time to time.

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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.


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.


6.1 Representations and Warranties of PHYSICIAN. PHYSICIAN makes the

following representations and warranties to the MSO:

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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;

(c) PHYSICIAN is not in breach of any other contract, obligation, or

covenant that would affect his ability to perform hereunder and, as a result of entering
into this Agreement, will not breach any such contract, obligation or covenant.

(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.

7.3 Termination by PHYSICIAN. PHYSICIAN shall have the right to

terminate this Agreement only upon the occurrence of any “material default” by the
MSO, as defined herein. A “material default” by the MSO shall be defined as the failure

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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.

7.4 Final Accounting upon Termination. In the event of a termination of this

Agreement for any reason, MSO shall within sixty (60) days after the date of termination,
or as soon thereafter as reasonably possible, render a final accounting for monies
deposited in and disbursed from PHYSICIAN MSO Account. All monies due from
either party to the other as a result of such termination, including but not limited to
compensation pursuant to Section 4.1 through the date of termination, shall be paid at the
time the final accounting is rendered by the MSO.


8.1 PHYSICIAN acknowledges and agrees that the services to be provided by

the MSO hereunder are feasible only if PHYSICIAN operates a vigorous medical
practice to which the PHYSICIAN devotes his full time and attention. Accordingly,
PHYSICIAN agrees that, during the term of this Agreement, the MSO shall be the sole
provider of Management Services to PHYSICIAN. Furthermore, PHYSICIAN shall and
shall cause all Physicians employed by him to enter into written agreements, satisfactory
in form and substance to the MSO, pursuant to which Physicians shall agree not to
establish, operate or provide physician services, without the prior written consent of the
MSO, contracts at any medical office, clinic or other health care facility providing
services substantially similar to those provided by PHYSICIAN hereunder during the
term of this Agreement. In addition, for a period of eighteen (18) months following the
termination of the professional relationship between PHYSICIAN and the MSO,
Physician shall agree not to provide physician services at any medical office, clinic or
other health care facility providing services substantially similar to those provided by
PHYSICIAN within a ten (10) mile radius of PHYSICIAN’s office.

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.


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.

9.2 Waiver; Consents. No consent or waiver, express or implied, by any party

hereto or of any breach or default by another party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such consent or waiver shall
be deemed or construed to be a consent or waiver to or of any other breach or default in
the performance by such other party of the same or any other obligations of such party
hereunder. Failure on the part of any party to complain of any act or failure to act of
another party or to declare such other party in default, irrespective of how long such
failure continues, shall not constitute a waiver by such party of its rights hereunder.

9.3 Governing Law. This Agreement shall be governed by the laws of the
State of Georgia.

9.4 Regulatory Compliance. If there is any change in any federal, state or

local law rule, regulation or interpretation which materially and adversely affects any
party hereto, including without limitation, a material and adverse change in the economic
benefit to be received pursuant to this Agreement, or any court of competent jurisdiction
determines that any material provision of this Agreement is invalid, void or
unenforceable in whole or in part, then the parties shall use their good faith best efforts to
amend this Agreement in a manner that is consistent with any such material change and
that substantially preserves for the parties the relative economic benefit of this
Agreement. If the parties cannot reach agreement on such amendment prior to the
effective date (or within thirty days of a court’s determination) of such material change,
this Agreement shall terminate as of such effective date (or such date of determination).

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.

9.7 Authorization for Agreement. The execution of this Agreement by the

MSO and PHYSICIAN has been duly authorized by all necessary resolutions and
corporate or partnership action, and this Agreement constitutes the valid and enforceable
obligations of the MSO and PHYSICIAN in accordance with its terms.

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.

9.10 Modification of Agreement. This Agreement constitutes the entire

agreement among the parties hereto relating to the subject matter of this Agreement. Any
modification of this Agreement shall be in writing and signed by the parties.

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.

9.12 Notices. All notices, requests, and communications required or permitted

hereunder shall be in writing and shall be sufficiently given and deemed to have been
received upon personal delivery or delivery by overnight courier or, if mailed, three (3)
days after being placed in the United States mail, postage prepaid, registered or certified
mail, receipt requested, addressed to the parties as follows:

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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

9.14 Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original but all of which taken together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hand as of the day
and year first above written.


___________________ , M.D.


Name Title

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The compensation to be paid to PHYSICIAN under Section 4.2 shall be paid in

equal installments as follows:

[Here set out the amounts and dates of payments, whether monthly, quarterly, etc.]

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