MEDICAL DIRECTOR SERVICES AGREEMENT
EXHIBIT
10.2
This
Medical Director Services Agreement (the “Agreement”) is
made effective as of the 1st day of September 2005, by and between WellQuest Medical & Wellness
Centers of Northwest Arkansas, Ltd. d/b/a WellQuest – Northwest Arkansas
(“WellQuest”) and C.
▇▇▇▇ ▇▇▇, M.D. (the
“Physician”).
I. BACKGROUND
WellQuest
operates or intends to operate centers (the “WellQuest Centers”) in Northwest
Arkansas that provide one-stop primary healthcare and wellness
services. The WellQuest Centers include medical spa services, retail
health and wellness shops, laboratories and imaging centers. A physician
practice (each practice being hereinafter referred to as a “Practice”) is
located in space adjacent to each WellQuest Center, so that a patient who visits
a WellQuest Center has a full-service primary care health and wellness center
available to him or her. Pursuant to a Management and Physician
Services Agreement between WellQuest and each Practice, WellQuest provides a
full range of management services to the Practices, and the Practices provide
certain physician supervisory and other medical services to the WellQuest
Centers.
WellQuest
has identified a need for a physician to serve as a medical director (the
“Medical Director”) to advise WellQuest on the operations of WellQuest’s
Northwest Arkansas Centers and to provide medical services to patients of the
Northwest Arkansas WellQuest Centers.
Physician
is qualified by virtue of training and experience in the practice of medicine
and otherwise meets WellQuest’s requirements for the position of Northwest
Arkansas Medical Director. Moreover, Physician is or intends to
become the sole shareholder of the Practices located adjacent to the WellQuest
Centers in Northwest Arkansas, so Physician is uniquely situated to provide
medical direction to the WellQuest Centers. WellQuest desires to
contract with Physician, and Physician desires to contract with WellQuest to
provide the Medical Director services upon the terms and conditions as set forth
in this Agreement.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
II. ENGAGEMENT
WellQuest
hereby engages Physician to perform the administrative services described in
this Agreement and set forth on Schedule 3.2 attached
hereto and incorporated herein by reference, including primarily serving as the
Medical Director of the Northwest Arkansas WellQuest Centers.
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III. OBLIGATIONS
OF PHYSICIAN
3.1 Qualifications
and Membership. Physician shall
remain in full compliance with all of the following conditions continuously
during the entire term of this Agreement. Failure of Physician to
satisfy any or all of the following conditions shall constitute grounds for
automatic termination of this Agreement as set forth in Section 7.3
below.
(a) Physician
shall be licensed to practice medicine in the state of Arkansas (the “State”)
without restriction or subject to any disciplinary or corrective
action;
(b) Physician
shall have all customary narcotics and controlled substances numbers and
licenses;
(c) Physician
shall be a member in good standing of the medical staff of an area hospital
specified by WellQuest without restriction or subject to any disciplinary or
corrective action and with clinical privileges sufficient to permit Physician to
perform all services required of Physician under this Agreement;
(d) Physician
shall be board certified in the specialty of family practice medicine;
and
(e) Physician
shall act at all times in a professional manner, and refrain from any action or
conduct that is disruptive, unprofessional, or harassing, including, but not
limited to, conduct which is sexual in content or orientation, or of any other
unprofessional conduct in the performance of services under or in connection
with this Agreement.
3.2 Duties
and Responsibilities. Physician agrees to serve as the Medical
Director of the Northwest Arkansas WellQuest Centers. In this
position, Physician shall be responsible for all medico-administrative matters
involving the Northwest Arkansas WellQuest Centers, including, but not limited
to, those duties and responsibilities set forth on Schedule 3.2 and the
following (collectively, such duties and responsibilities, the “Administrative
Services”):
(a) Physician
shall supervise the Northwest Arkansas WellQuest Centers in conformance with
WellQuest policies and procedures established from time to time by WellQuest,
and shall perform all services and duties under this Agreement in strict
accordance with applicable standards of third-payor reimbursement bodies, and
all federal, state, and local laws, rules, regulations, ordinances, and judicial
and administrative interpretations thereof. Physician shall also
comply with all laws governing the practice of medicine in the State and all
rules and regulations of the State’s Board of Medical Examiners, or other
applicable regulatory authority, and shall do everything necessary to maintain
in effect Physician’s license to practice medicine in the
State. Periodic medical reviews of the clinical aspects of the
WellQuest Northwest Arkansas Centers shall be conducted by Physician to ensure
compliance with the foregoing and with quality assurance and medical audit
programs of the WellQuest Arkansas Centers and its medical
staff. Physician shall work collaboratively with the chief executive
officer of WellQuest (the “CEO”) to ensure compliance with all standards
specifically related to the medical staff, patient care services, and related
areas.
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(b) Physician
shall be available at reasonable times for consultation with WellQuest and its
officers and directors.
(c) Physician
shall assist WellQuest in the training of any WellQuest personnel required for
operation of the WellQuest Arkansas Centers.
(d) Physician
or a designee acceptable to Physician and to WellQuest shall be available
twenty-four (24) hours a day for on-call consultation, assistance and decisions
regarding patient care or emergency issues at the Arkansas WellQuest
Centers.
(e) Physician
shall have the title of “Medical Director/WellQuest-Northwest
Arkansas.”
3.3 Time
Required.
(a) Administrative
Services. Physician shall devote such amount of time as is
necessary to carry out the duties and responsibilities of Physician as the
Medical Director of the WellQuest Centers and to provide the Administrative
Services to the Arkansas WellQuest Centers as set forth in this
Agreement. It is anticipated that generally the amount of time
required for Physician to adequately perform the Administrative Services and act
as the Medical Director of the Arkansas WellQuest Centers will be a minimum of
five (5) hours per week. Physician and WellQuest agree that one
hundred percent (100%) of Physician’s working hours covered by this Section
3.3(a) will be spent providing the Administrative Services to
WellQuest.
(b) Time
Reports. Physician agrees to follow WellQuest policies and
procedures for the submission of project status updates or records outlining
services performed as Medical Director for WellQuest. Within ten (10)
days following the end of each month, Physician shall deliver to WellQuest
CEO a written status report (or other records as required by and in
the format approved by the CEO), which report shall specifically identify the
time spent providing the Administrative Services during the month just
ended.
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3.4 Location
of Administrative Services. Physician shall
perform the obligations of Physician under this Agreement at WellQuest’s
Northwest Arkansas Centers.
3.5 Limitation. Physician agrees,
during the term of this Agreement, not to accept similar responsibilities as the
medical director of, or serve in a similar capacity with, any other concern
which is, at such time, engaged in a business of a like or similar nature to the
business being conducted by WellQuest that would interfere with Physician’s
ability to perform his or her duties under this Agreement. Any such
additional appointment or employment will require the prior written consent of
the WellQuest CEO.
3.6 Insurance. Physician
will at all times throughout the term of this Agreement maintain general and
professional liability insurance, including malpractice insurance, in an amount
no less than one million dollars ($1,000,000.00) for each claim and three
million dollars ($3,000,000.00) for aggregate claims for one
occurrence. Such insurance shall be obtained from a reputable
insurance company authorized to sell liability insurance policies in the State,
rated A or better and reasonably satisfactory to WellQuest. Such
insurance may be in a combination of primary and excess
amounts. Moreover, in the event that Physician ceases to provide
services hereunder, or upon the termination or expiration of this Agreement, if
Physician’s insurance is “claims made” insurance rather than “occurrence”
insurance, Physician will either (i) purchase “tail” coverage to continue the
liability insurance coverage for the period during which Physician rendered
services hereunder or (ii) continue in full force and effect the same level of
liability insurance coverage on a claims made basis until the longest statute of
limitations for professional liability has expired (recognizing that the statute
of limitations for minors is tolled until they reach the age of
majority). This requirement shall be deemed continuing and shall
survive any termination or expiration of this Agreement. Said
insurance shall cover all of Physician’s professional services provided to
patients and Physician’s private medical practice. On or before the
effective date of this Agreement and thereafter on the first day of each year of
the term of this Agreement, Physician and each physician will deliver to
WellQuest a certificate of insurance evidencing the required coverage and the
payment of premiums by Physician for the ensuing year. Physician’s
insurer or insurers shall provide written notice to WellQuest of the
cancellation or proposed cancellation of any such liability insurance
policy.
3.7 Disclosure
of Information. Physician
recognizes and acknowledges that Physician will have access to certain
confidential information of WellQuest and that such information constitutes
valuable, special and unique property of WellQuest. Physician will
not, during or after the term of this Agreement, without the consent of
WellQuest, disclose any such confidential information to any other person, firm,
corporation, association, or other entity for any reason or purpose whatsoever
except as may be ordered by a court or governmental agency or as may otherwise
be required by law. In the event of a breach or a threatened breach
by Physician of the provisions of this paragraph, WellQuest shall be entitled to
an injunction restraining Physician from disclosing in whole or in part any
confidential information. Nothing herein shall be construed as
prohibiting WellQuest from pursuing any other remedies available to it for such
breach or threatened breach, including the recovery of damages from
Physician.
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3.8 Financial
Obligation. Physician shall
incur no financial obligation on behalf of WellQuest or the WellQuest Centers or
for which WellQuest shall be responsible without prior approval of WellQuest’s
CEO.
3.9 Notification
of Change in Representations. Physician shall
notify WellQuest immediately in writing if any of the representations made by
Physician in Article IV are no longer true and correct.
IV. PHYSICIAN’S
REPRESENTATIONS AND WARRANTIES
Physician
makes the following representations and warranties to WellQuest:
4.1 Physician’s
Qualifications. Physician is, and
for the term of this Agreement will remain, fully qualified as described in
Section 3.1 above.
4.2 Prior
Actions. Except to the
extent set forth in Schedule 4.2 attached
hereto, (a) Physician’s license to practice medicine in any state has never been
suspended or revoked; (b) Physician has never been reprimanded, sanctioned or
disciplined by any licensing board or state or local medical society or
specialty board; (c) there has never been entered against Physician a final
judgment in a malpractice action having an aggregate award to the plaintiff in
excess of $10,000, and no action, based on an allegation of malpractice by
Physician, has ever been settled by payment to the plaintiff of an aggregate of
more than $10,000; (d) Physician has never been denied membership or
reappointment of membership on the medical staff of any hospital and no hospital
medical staff membership or clinical privileges of Physician have ever been
suspended, curtailed or revoked; (e) 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; (f) Physician has never been suspended,
excluded, barred or sanctioned by Medicare, Medicaid, CHAMPUS, or any other
state or federal healthcare program; and (g) Physician has never been convicted
of a criminal offense related to healthcare.
V. OBLIGATIONS
AND COVENANTS OF HEALTHQUEST
5.1 Space,
Equipment, and Supplies. During the term
of this Agreement, WellQuest will make available the space, utilities,
equipment, supplies, and services, including housekeeping and laundry,
reasonably necessary for the proper operation of the WellQuest Centers and for
Physician to fulfill Physician’s administrative responsibilities as the Medical
Director of the WellQuest Centers. WellQuest will maintain all such
equipment in good order and repair.
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5.2 Other
Personnel. In consultation
with Physician, WellQuest will employ or assign all non-physician personnel
reasonably necessary for the proper operation of the WellQuest
Centers. All salaries, wages, taxes, insurance, workers’ compensation
insurance, and other expenses and benefits incidental to the employment of such
non-physician personnel by WellQuest will be the responsibility and obligation
of WellQuest.
5.3 Policies. WellQuest shall
adopt such policies, rules, and regulations, which may be modified from time to
time by WellQuest in its sole discretion, affecting the business of the
WellQuest Centers and WellQuest. The WellQuest Centers shall comply
with federal, state, and local law, rules, and regulations and record keeping
and reporting requirements.
VI. FINANCIAL
INFORMATION
6.1 Administrative
Services. In consideration of the provision of Administrative
Services by Physician to WellQuest under this Agreement, WellQuest agrees to pay
to Physician an annual fee of twenty-five thousand dollars
($25,000). Such fee is deemed earned on a monthly basis during the
term and payable monthly in arrears on the last day of each month in which
services were provided.
6.2 Billing. Physician shall
not charge patients for the Administrative Services rendered as the Medical
Director of the WellQuest Centers.
6.3 Taxes. Physician, as an
independent contractor, agrees to pay in a timely manner, all social security
and other payroll taxes relating to such compensation and Physician shall have
no claim against WellQuest for vacation pay, sick leave, retirement benefits,
Social Security, workers’ compensation, disability or unemployment insurance
benefits or other employee benefits of any kind.
6.4 Performance
Bonus Related to Medical Spa Services. In recognition that the
professional oversight of Physician may contribute to the overall quality,
service, efficiency, effectiveness and performance of the non-governmental payor
revenue of the medical spa services of the Northwest Arkansas WellQuest Centers,
WellQuest will develop specific performance measures and a commensurate bonus
plan related to these areas of performance during the term of the
Agreement.
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VII. TERM
AND TERMINATION
7.1 Term. The
term of this Agreement will be for three (3) years and shall begin on the 1st
day of September, 2005, and end on the 31st day of August, 2008, unless sooner
terminated in accordance with the terms hereof. Thereafter, this
Agreement shall automatically renew for successive two (2) year terms unless
either party gives notice of its intent not to renew at least 90 days prior to
the expiration of the then current term.
7.2 Termination
With Cause. If Physician fails to comply with any or all of
the requirements set forth in Section 3.1 of this Agreement at any time during
the Agreement, WellQuest shall be entitled to terminate this Agreement effective
immediately.
7.3 Termination
Option Upon Termination of Other Agreements. WellQuest, at its
sole option, may terminate this Agreement upon notice to Physician in the event
i) Physician ceases to own or provide services to the Practice; or ii) upon the
termination or expiration of the Management and Medical Services Agreement
between the Practice and WellQuest.
7.4 Modification
or Renewal. The payment provisions of this Agreement may not
be altered or modified during the initial term of this Agreement or any renewal
thereof. Moreover, following termination without cause, the parties
shall not enter into the same or a similar contract with each other unless the
new contract does not have the effect of altering or modifying the previous
Agreement’s payment provisions within a 12-month period. The intent
of this provision is to prohibit the parties from terminating this Agreement
without cause and then entering into a new contract in order to alter or modify
the payment provisions within a period of less than one (1) year.
VIII. INDEMNIFICATION
Physician
hereby agrees to indemnify and hold harmless WellQuest from and against any
claim, loss, damage, cost, expense or liability arising out of or related to the
performance or nonperformance by Physician, or such other physicians as he or
she employs or contracts with to provide coverage on his behalf, of any services
(including supervision), to be performed or provided by Physician under this
Agreement, including, but not limited to, the practice of the profession of
medicine by Physician or such other physicians. This covenant shall
be deemed continuing and shall survive any termination or expiration of this
Agreement.
IX. HIPAA
BUSINESS ASSOCIATE RELATIONSHIP
Because
Physician provides administrative services for the WellQuest Centers that
involve the use and/or disclosure of individually identifiable health
information relating to the WellQuest Centers” patients (“Protected Health
Information” or “PHI”), Physician is deemed to be a business associate of
WellQuest under the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”), including the federal privacy regulations (“Privacy Regulations”) set
forth at 45 CFR Part 160 and Part 164 and the federal security regulations
(“Security Regulations”) set forth at 45 CFR Parts 160, 162, and
164. Physician agrees to comply with the following:
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9.1 Permitted
Uses and Disclosures. Physician shall not use or
disclose any Protected Health Information other than as permitted by this
Agreement in order to perform Physician’s obligations hereunder or as required
by law. Physician shall not use or disclose the PHI in any way that
would be prohibited if used or disclosed in such a way by
WellQuest.
9.2 Minimum
Necessary Information. Physician shall
only request from WellQuest, and shall only use and disclose, the minimum amount
of PHI necessary to carry out the Physician’s responsibilities under this
Agreement.
9.3 Reporting. If Physician becomes aware
of any use or disclosure of PHI in violation of this Agreement, including any
“security incident” as defined by the Security Regulations, Physician shall
immediately report such information to WellQuest. Physician shall
also require its employees, agents, and subcontractors to immediately report any
use or disclosure of PHI in violation of this Agreement or any security
incident. Physician shall cooperate with, and take any action
required by, WellQuest to mitigate any harm caused by such improper
disclosure.
9.4 Agents
and Subcontractors. Physician shall
require his or her employees, agents, and subcontractors to agree not to use or
disclose PHI in any manner except as specifically allowed herein, and shall take
appropriate disciplinary action against any employee or other agent who uses or
discloses PHI in violation of this Agreement. Physician shall require
any agent or subcontractor that carries out any duties for Physician involving
the use, custody, disclosure, creation of, or access to PHI to enter into a
written contract with Physician containing provisions substantially identical to
the restrictions and conditions set forth in this Section.
9.5 WellQuest
Policies, Privacy Practices, and Restrictions. Physician shall
comply with all WellQuest notices, policies, and procedures, including updates
thereto provided from time to time by WellQuest, and shall assure that each of
Physician’s agents and employees has received appropriate training regarding
HIPAA confidentiality and patient privacy compliance issues.
9.6 Patient
Rights. Physician
acknowledges that the Privacy Regulations require WellQuest to provide patients
with a number of privacy rights, including (a) the right to inspect PHI within
the possession or control of WellQuest, its business associates, and their
subcontractors, (b) the right to amend such PHI, and (c) the right to obtain an
accounting of certain disclosures of their PHI to third
parties. Physician shall establish and maintain adequate internal
controls and procedures allowing it to readily assist WellQuest in complying
with patient requests to exercise any patient rights granted by the Privacy
Regulations, and shall, at no additional cost to WellQuest, immediately comply
with all WellQuest requests to amend, provide access to, or create an accounting
of disclosures of the PHI in the possession of Physician or its agents and
subcontractors. If Physician receives a request directly from a
patient to exercise any patient rights granted by the Privacy Regulations,
Physician shall immediately forward the request to WellQuest.
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9.7 Safeguards. Physician shall use
appropriate physical, technical, and administrative safeguards to prevent the
use or disclosure of PHI other than as provided for by this Agreement and by
WellQuest’s privacy and security policies, including implementing security
processes for the protection of electronic PHI during transmission and storage
consistent with the requirements of the Security Regulations. Upon request,
Physician shall allow WellQuest to review such safeguards.
9.8 Disclosure
to DHHS.
Physician shall make Physician’s internal practices, books, and records relating
to the use and disclosure of PHI available to the Secretary of Health and Human
Services to the extent required for determining WellQuest’s compliance with the
Privacy Regulations. Notwithstanding the above, no attorney-client,
accountant-client, or other legal privilege shall be deemed waived by WellQuest
or Physician by virtue of this provision.
9.9 Termination
and Return of PHI. Notwithstanding anything to
the contrary in this Agreement, WellQuest may terminate this Agreement
immediately if, in WellQuest’s reasonable opinion, Physician breaches any
provision of this Section. Upon termination of this Agreement for any
reason, Physician shall, if feasible, return or destroy all PHI received from
WellQuest or created by Physician on behalf of WellQuest. If such
return or destruction is not feasible, the parties agree that the requirements
of this Section shall survive termination of this Agreement and that Physician
shall limit all further uses and disclosures of PHI to those purposes
that make the return or destruction of such information infeasible.
X. MISCELLANEOUS
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10.1 Parties’
Relationship. In the
performance of the Administrative Services required to be provided by Physician
under this Agreement, Physician at all times will be acting as an independent
contractor engaged in the profession and practice of medicine. Physician shall
employ his or her own means and methods and exercise his or her own professional
judgment in the performance of the Administrative Services, and WellQuest shall
have no right of control or direction with respect to such means, methods or
judgments, or with respect to the details of such services. The only
concern of WellQuest under this Agreement or otherwise is that, irrespective of
the means selected, such Administrative Services shall be provided in a
competent, efficient and satisfactory manner. It is expressly agreed
that Physician shall not for any purpose be deemed to be an employee, agent,
partner, joint venturer, ostensible or apparent agent, servant, or borrowed
servant of WellQuest.
10.2 Non-Discrimination. Physician will
not discriminate on the basis of race, color, sex, age, religion, national
origin, or handicap in providing services under this Agreement or in the
selection of employees or independent contractors. This Agreement
incorporates by reference the contract clauses of Executive Order 11246, as
amended, Section 503 of the Rehabilitation Act of 1973, as amended, and the
Vietnam Era Veterans’ Readjustment Assistance Act, as amended, 38 U.S.C. Section
4212.
10.3 Fraud and
Abuse. The parties enter
into this Agreement with the intent of conducting their relationship in full
compliance with applicable state, local, and federal law including the
Medicare/Medicaid Anti-fraud and Abuse Amendments. Notwithstanding any
unanticipated effect of any of the provisions herein, neither party will
intentionally conduct itself under the terms of this Agreement in a manner to
constitute a violation of the Medicare and Medicaid fraud and abuse provisions,
and nothing contained in this Agreement shall require Physician or any physician
to admit or refer any patients to the WellQuest Centers or otherwise to use
WellQuest’s facilities as a precondition to receiving the benefits set forth
herein. Further, if legislation is passed, the effect of which would
be to hinder WellQuest’s ability to obtain reimbursement from Medicare or
Medicaid due to the existence of this Agreement, then WellQuest may, at its
option, terminate this Agreement.
10.4 Notices. Any notices or payments
required or permitted to be given under this Agreement shall be deemed given
when in writing and hand delivered or deposited in the United States mail,
certified or registered, postage prepaid, return receipt requested, to the other
party at the address set forth below or as the party may designate in
writing:
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To WellQuest:
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WellQuest
Medical & Wellness Centers of Arkansas,
Ltd.
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▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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Attn: ▇▇▇▇▇
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With copies to:
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▇▇▇▇▇▇
▇’▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
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Bank
of America Center
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Attn: ▇▇▇▇
▇’▇▇▇▇▇▇, Esq.
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To
Practice:
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C.
▇▇▇▇ ▇▇▇, M.D., P.A.
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▇▇▇▇▇▇▇▇▇▇▇,
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Attn: C
▇▇▇▇ ▇▇▇, M.D.
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With
copies to:
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Attn:
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All
notices shall be deemed to have been given on the date of actual delivery, as
evidenced by the return receipt or courier record.
10.5 Duty to
Cooperate. Each party agrees
to cooperate with the other fully in formulating and implementing the goals and
objectives which are in the best interests of WellQuest and its
patients.
10.6 Severability. In the event that
any provision of this Agreement is held to be unenforceable for any reason, the
unenforceability of that provision shall not affect the remainder of this
Agreement, which shall remain in full force and effect in accordance with its
terms.
10.7 Captions. The captions for
each Section of this Agreement are included for convenience of reference only
and are not to be considered a part hereof, and shall not be deemed to modify,
restrict or enlarge any of the terms of provisions of this
Agreement.
10.8 Governing
Law. This Agreement
shall be subject to and governed by the laws of the State of Arkansas, without
regard to any conflicts of law provisions therein contained.
10.9 Assignment. WellQuest may
assign this Agreement to any entity which owns or operates WellQuest or any
entity that is under common control with WellQuest without Physician’s
consent. Physician may not assign his or her rights or obligations
under this Agreement other than to a professional corporation owned entirely by
Physician. Further, Physician may not subcontract or otherwise
arrange for another individual or entity to perform his or her duties under this
Agreement.
10.10
Force
Majeure. Either party
shall be excused for failures and delays in performance of its respective
obligations under this Agreement due to any cause beyond the control and without
the fault of such party, including without limitation, any act of God, war, riot
or insurrection, law or regulation, strike, flood, fire, explosion or inability
due to any of the aforementioned causes to obtain labor, materials or
facilities. Nevertheless, each party shall use its best efforts to
avoid or remove such causes and to continue performance whenever such causes are
removed, and shall notify the other party of the problem.
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10.11 No
Waiver. No waiver of a
breach of any provision of this Agreement will be construed to be a waiver of
this Agreement, whether of a similar or different nature, and no delay in acting
with regard to a breach shall be construed as a waiver of that
breach.
10.12
Survival. Any provisions of
this Agreement creating obligations extending beyond the term of this Agreement
will survive the expiration or termination of this Agreement, regardless of the
reason for such termination.
10.13 Amendment. No amendment or
variation of the terms of this Agreement shall be valid unless in writing and
signed by both parties.
10.14 Entire
Agreement. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof, and supersedes any and all other agreements, understandings,
negotiations, or representations, oral or written, between them.
10.15 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 which 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 either party.
10.16 Execution
in Counterparts. This Agreement and any amendments hereto may
be executed in multiple counterparts by Physician and by an appropriate officer
of WellQuest. Each counterpart shall be deemed an original, but all
counterparts together shall constitute one and the same instrument.
10.17 Authorization
for Agreement. The execution and performance of this Agreement
by WellQuest and Physician have been duly authorized by all necessary laws,
resolutions, and corporate or partnership action, and this Agreement constitutes
the valid and enforceable obligations of Physician and WellQuest in accordance
with its terms.
[signatures
appear on following page]
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IN WITNESS WHEREOF, the
parties hereto or their duly authorized representatives have executed this
Agreement on the day and year first written above.
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WELLQUEST:
WellQuest
Medical & Wellness Centers of Northwest Arkansas,
Ltd.
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| d/b/a WellQuest Northwest Arkansas | |||
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By:
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/s/ | |
| Its: | |||
| PHYSICIAN: | |||
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SCHEDULE
3.2
RESPONSIBILITIES OF
PHYSICIAN
Physician
shall:
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1.
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Devote
his or her best ability to the proper medical management of the WellQuest
Northwest Arkansas Centers.
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2.
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Establish
and continually review policies and procedures related to medical
education at the WellQuest Arkansas
Centers
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3.
|
Serve
as Laboratory Director of any WellQuest clinical laboratories in
Arkansas.
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|
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4.
|
Be
responsible for assuring that established policies, bylaws, rules and
regulations of WellQuest are followed in the WellQuest Arkansas
Centers.
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|
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5.
|
Provide
overall medical direction to the WellQuest Arkansas
Centers.
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|
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6.
|
Design,
develop, review, evaluate and implement administrative and patient care
policies and procedures that promote the quality, service, efficiency,
cost-effectiveness and overall success of the WellQuest Arkansas
Centers.
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|
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7.
|
Supervise
and coordinate the delivery of patient care by WellQuest and its employees
in the WellQuest Arkansas Centers, including any laboratories and imaging
centers operated by WellQuest.
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|
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8.
|
Meet
regularly with WellQuest employees and quality assurance staff for
discussion of clinical issues to ensure proper
treatment.
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|
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9.
|
Assist
WellQuest in ensuring that the WellQuest Centers, including any
laboratories and or imaging centers, meet all requirements, terms and
conditions required by Medicare Conditions of Participation and federal
and state statutes governing the provision of such
services.
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|
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10.
|
Propose
programs to address WellQuest and WellQuest Arkansas Centers needs (with
the assistance and input of consultants of the specialties where medical
education needs are identified).
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|
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11.
|
Work
with the Director of Quality Assurance, after implementation of the
programs at the WellQuest Arkansas Centers, to determine the impact of
said programs on the quality of care at the WellQuest Arkansas
Centers.
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14
|
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12.
|
Assist
in consumer and patient education, marketing and
recruitment
|
|
|
13.
|
Review
employees’ pre-employment and annual health examination
reports.
|
|
|
14.
|
Make
recommendations at least annually to WellQuest administration regarding
WellQuest Arkansas Centers staffing, equipment and facility needs, quality
standards, quality assurance indicators, and WellQuest Arkansas Centers
personnel’s adherence to WellQuest policies and
procedures.
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|
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15.
|
Assist
WellQuest in identifying new markets for Arkansas WellQuest Centers, and
in recruiting and staffing Practices to serve the new
markets.
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16.
|
From
time to time, attend conferences and educational meetings that further the
quality services and business goals of
WellQuest.
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17.
|
Represent
WellQuest in the community and media in a manner that furthers WellQuest’s
goals.
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15
SCHEDULE
4.2
Reportable
Events
(If there
are no reportable events, list “NONE”)
17