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EXHIBIT 10.29
MANAGEMENT SUBCONTRACT AGREEMENT
This MANAGEMENT SUBCONTRACT AGREEMENT (the "Agreement") is entered
into as of November 1, 1996 between Integrated Physicians Management Co., LLC,
a Nebraska limited liability corporation ("IPM") and Complete Wellness Centers,
Inc., a Delaware corporation ("CWC").
WHEREAS, IPM has executed management agreements with nine (9)
chiropractic clinics (the "Clinics") and chiropractors (the "Participants"),
collectively identified on Exhibit A, in order to establish an integrated
facility on the premises of the Clinics capable of providing medical and
chiropractic services.
WHEREAS, IPM provides management services to professional corporations
established (the PC's) in order to provide said integrated services and to
Participants who have established integrated facilities with IPM's assistance.
WHEREAS, CWC is qualified by experience to provide assistance to IPM
in managing the PC's and providing management services to the Participants.
WHEREAS, IPM wishes to engage CWC on an exclusive basis to provide
management services to the PC's and Participants on IPM's behalf.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:
1) CWC OBLIGATIONS
a. In General
IPM hereby retains CWC as the sole and exclusive
manager of the PC's or Participants, and CWC hereby accepts
such assignment. CWC shall provide, to the reasonable
satisfaction of IPM and in accordance with all applicable
federal and state laws and regulations, such services as may
be necessary or appropriate to meet the requirements to be
provided by IPM as stipulated in the Integrated Facility
Agreements between IPM and the Clinics and Participants as
identified on Exhibit B, with the exception that CWC shall not
be responsible for any Covered Costs as defined in said
Integrated Facility Agreements.
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b. Operating Expenses
Except as set forth herein, CWC shall not be
responsible for the payment of costs and expenses incurred in
connection with the operations of the PC's except for the
payment of three hundred dollars ($300) per month payable to
Xxxxxx Xxxxx, MD for services as the shareholder of Integrated
Physicians of Nebraska, PC.
c. Management of other Integrated Facilities
IPM acknowledges and agrees that CWC is free to
provide management services to other integrated facilities.
2) COMPENSATION
a. Submanagement Fee
For providing services described herein, CWC shall
earn a submanagement fee (the "Submanagement Fee") equal to:
One hundred percent (100%) of the collected revenues
IPM is entitled to receive pursuant to and during the term of
the Integrated Facility Agreements minus a payment to IPM of
twenty percent (20%) of said collected revenues (the "IPM
Fee").
b. Payment of Fees
CWC shall be entitled to receive said renumeration
under the same terms and conditions as IPM is entitled to as
specified in the Integrated Facility Agreements. The IPM Fee
shall be payable by CWC monthly.
3) TERM
The term of this Agreement shall commence on the date hereof, and unless
earlier terminated as provided for in Section 4 or extended by mutual agreement
shall end upon the termination of all Integrated Facility Agreements.
4) TERMINATION
This Agreement may be terminated prior to the end of the term:
A. by a written agreement among IPM and CWC,
B. by the IPM or CWC for Cause, where "Cause" shall mean breach
of fiduciary duty or of the provisions of this Agreement,
manifest incompetence, plain dereliction or neglect of duty
persisted in after warning, or conviction of any felony or
conduct involving moral turpitude by IPM or CWC.
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5) INDEPENDENT CONTRACTOR
CWC is and shall remain an independent contractor at all times with respect to
its performance hereunder, and shall have no right or authority to assume or
create any obligation , express or implied, on behalf of IPM without the prior
written consent of IPM as the case may be, in each instance. Nothing in this
Agreement shall be construed as creating the relationship of employer and
employee, master and servant, or principal and agent, nor that of partnership
or joint venture.
6) FEES AND EXPENSES
IPM and CWC shall pay their own costs incidental to the execution of the
Agreement, including attorney's fees, accountants, etc.
7) AMENDMENT
This Agreement may be amended only by the written agreement of IPM and CWC.
8) SUCCESSORS AND ASSIGNS
IPM and CWC acknowledge and agree that this Agreement and its rights and
interest hereunder may not be assigned, nor may its obligation and duties
hereunder be delegated without the written consent of the Clinics and
Participants.
9) INDEMNIFICATIONS
IPM agrees to indemnify and hold CWC harmless from and against any and all
claims, actions, damages and liabilities whatsoever, asserted by any person or
entity against CWC, which claim, action, damage or liability results from or
arises out of IPM's negligent or intentional failure to perform or abide by
agreements or obligations created as a result of the performance of CWC under
the terms of this Agreement. In addition, IPM agrees to indemnify and hold CWC
harmless from and against any and all claims, actions, damages, and
liabilities, including but not limited to legal proceedings, asserted by any
party to the Integrated Facility Agreements, which claim, action, damage or
liability results from or arises out of IPM's failure to secure written
consents from said party(s) to the delegation of responsibilities pursuant to
this Agreement.
CWC agrees to indemnify and hold harmless IPM from and against any and all
claims, damages and liabilities whatsoever, asserted by any person or entity,
resulting by reason of the intentional or unauthorized wrongful conduct of CWC.
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10) GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of Maryland.
11) ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements, either oral or written
heretofore made with respect to the subject matter hereof.
12) SEVERABILITY
Any provision of this Agreement which is found to be uneforceable in any
jurisdiction, shall, as to such jurisdiction only, be ineffective to the extent
of such uneforceability, without invalidating or otherwise affecting the
remaining provisions hereof.
13) COUNTERPARTS
This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. This Agreement shall be binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of the parties reflected hereon as signatories.
14) NOTICES
All notices required or permitted under this Agreement shall be in writing and
shall be deemed effective upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail, postage prepaid, addressed
to:
A. CWC at the address shown above, or at such other address or
addresses as CWC shall designate to IPM in accordance with
this section.
or
B. IPM at the address set forth on the above letterhead, or at
such other address as the IPM shall designate to CWC in
accordance with this section.
15) PRONOUNS
Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neuter form of nouns and
pronouns shall include the plural and vice versa.
16) MISCELLANEOUS
A. No delay or omission by IPM or CWC in exercising any right
under this Agreement shall operate as a waiver of that or any
other right. A waiver or
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consent given by IPM or CWC on any one occasion shall be
effective only in that instance and shall not be construed as
a bar or waiver of any right in any other occasion.
B. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or
affect the scope or substance of any or this Agreement.
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IN WITNESS WHEREOF, IPM and CWC have executed this instrument, or
caused its execution by a duly authorized officer, as of the day and
year first above written.
INTEGRATED PHYSICIANS MANAGEMENT CO., LLC
By
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Xxxxx X. Xxxx, DC
Managing Member
COMPLETE WELLNESS CENTERS, INC.
By
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E. Xxxxxx Xxxxxx
President and COO
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EXHIBIT "A"
Xx. Xxxxx Xxxxxxxx
Xxxx Chiropractic Clinic, PC
0000 Xxxxx 00xx Xx.
Xxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Xx. Xxxx Xxxxxxxx
Xxxxxxx Chiropractic
00000 "X" Xx.
Xxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Xx. Xxxxx Xxxxxx
Downtown Chiropractic
Health Center, PC
0000 Xxxxxxx Xx.
Xxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Dr. Xxxxx Xxxxx
Xxxxx and Associates
000 Xxxx Xxxxxxxxx Xxx.
Xxxxxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Xx. Xxx Xxxxxx
Procare Chiropractic Clinic
0000 Xxxxxxxxx Xx.
Xxxxx Xxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Dr. Xxxxx Xxxx
Quincy Back & Neck Care Center
0000 Xxxxxxxx
Xxxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Xx. Xxxx Xxxx
Koca Chiropractic Clinic
000 X. 000xx Xx.
Xxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Dr. Xxxx Xxxxx
Xxxxx Chiropractic Clinic
00000 Xxxxx Xx., Xxx. X
Xxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
Dr. Xxxxxxxx Xxxxxx
Family Chiropractic Clinic
000 XX 00xx Xxx.
Xxxxxxx Xxxxx, XX 00000
(000) 000-0000 (ofc)
(000) 000-0000 (fax)
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EXHIBIT "B"
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