Common use of Management Services and Administration Clause in Contracts

Management Services and Administration. 5.5.1. VERO II hereby appoints Company as VERO II's sole and exclusive manager and administrator of all day-to-day business functions. VERO II agrees that the purpose and intent of this Agreement is to relieve VERO II and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II and only VERO II will perform the medical functions of VERO II's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II as to the relationship between VERO II's performance of medical functions and the overall administrative and business functioning of VERO II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO II, xxxx patients and collect the professional fees for medical services rendered by VERO II or any Physician Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II hereby appoints Company to be VERO II's true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO II's name and on VERO II's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO II's name and on VERO II's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II TOC hereby appoints Company as VERO IITOC's sole and exclusive manager and administrator of all day-to-day business functions. VERO II TOC agrees that the purpose and intent of this Agreement is to relieve VERO II TOC and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II TOC and only VERO II TOC will perform the medical functions of VERO IITOC's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II TOC as to the relationship between VERO IITOC's performance of medical functions and the overall administrative and business functioning of VERO IITOC's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Subject to the restrictions of any Health Care Law, Company shall, on behalf of VERO IITOC, xxxx patients and collect the professional fees for medical services rendered by VERO II or TOC, any Physician Employee, any Technical Employee and any Physician Extender Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO IITOC. VERO II TOC hereby appoints Company to be VERO IITOC's true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients, insurers, healthcare plans, and other third-party payors on behalf of patients in VERO IITOC's name and on VERO IITOC's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IITOC's name and on VERO IITOC's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II TOC (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II TOC to collect any accounts and monies owed to VERO II TOC or any Physician Employee, to enforce the rights of VERO II TOC as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.Third-

Management Services and Administration. 5.5.1. VERO II ROAII hereby appoints Company as VERO IIROAII's sole and exclusive manager and administrator of all day-to-day business functions. VERO II ROAII agrees that the purpose and intent of this Agreement is to relieve VERO II ROAII and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II ROAII and only VERO II ROAII will perform the medical functions of VERO IIROAII's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II ROAII as to the relationship between VERO IIROAII's performance of medical functions and the overall administrative and business functioning of VERO IIROAII's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO IIROAII, xxxx patients and collect the professional fees for medical services rendered by VERO II ROAII or any Physician Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO IIROAII. VERO II ROAII hereby appoints Company to be VERO IIROAII's true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO IIROAII's name and on VERO IIROAII's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIROAII's name and on VERO IIROAII's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II ROAII (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II ROAII to collect any accounts and monies owed to VERO II ROAII or any Physician Employee, to enforce the rights of VERO II ROAII as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.Third-

Management Services and Administration. 5.5.1. VERO Princeton II hereby appoints Company as VERO Princeton II's sole and exclusive manager and administrator of all day-to-day business functions. VERO Princeton II agrees that the purpose and intent of this Agreement is to relieve VERO Princeton II and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO Princeton II and only VERO Princeton II will perform the medical functions of VERO Princeton II's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO Princeton II as to the relationship between VERO Princeton II's performance of medical functions and the overall administrative and business functioning of VERO Princeton II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO Princeton II, xxxx patients and collect the professional fees for medical services rendered by VERO Princeton II or any Physician Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO Princeton II. VERO Princeton II hereby appoints Company to be VERO II's true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO II's name and on VERO II's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO II's name and on VERO II's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.

Management Services and Administration. 5.5.1. VERO II (a) Provider hereby appoints Company IPS as VERO II's its sole and exclusive manager and administrator of for all day-to-day to day business functionsfunctions of the Practice. VERO II Provider agrees that the purpose and intent of this Practice Management Services Agreement is to relieve VERO II the Physician Stockholders and Physician Employees Employees, to the maximum extent possible possible, of the administrative, accounting, personnel and business aspects functions of their practice, with Company assuming the Practice and to have IPS assume responsibility for and being be given all necessary authority to perform these functions. Company IPS agrees that VERO II Provider, and only VERO II Provider, will perform the all medical functions of VERO II's its practice. Company IPS will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company IPS may, however, advise VERO II as to Provider regarding the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's practicethe Practice. To the extent that a Company employee assists Physician Employees they assist Provider in performing medical functions, such employees all clinical support personnel provided by IPS shall be subject solely to the professional direction and supervision of Physician Employees Provider and in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability to, CompanyIPS, except as may be specifically authorized by CompanyProvider. 5.5.2. Company (b) IPS shall, on behalf of VERO IIProvider, xxxx patients and collect the professional fees for medical services rendered by VERO II or any Physician EmployeeProvider at the Practice Sites, regardless of when or where such for services are renderedperformed outside the Practice Sites; for hospitalized patients; and for all other professional services. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II Provider hereby appoints Company IPS for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO II's Providers name and on VERO II's its behalf; (ii) to collect Accounts Receivable accounts receivable resulting from such billing in VERO II's Providers name and on VERO II's its behalf; (iii) to receive payments from Blue Shield, health and other insurance companies, prepayments from health care plans, Medicare, Medicaid and all other Third-Party Payorsthird party payors; (iv) to take possession of and to endorse in the name of VERO II Provider (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.,

Management Services and Administration. 5.5.1. VERO II (a) The Practice hereby appoints Company PHYN as VERO II's its sole and exclusive manager and administrator of all day-to-day business functions. VERO II The Practice agrees that the purpose and intent of this Service Agreement is to relieve VERO II the Practice, its shareholders and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company PHYN assuming responsibility and being given all necessary authority to perform these functions. Company PHYN agrees that VERO II the Practice, and only VERO II the Practice, will perform the medical functions of VERO II's practicefunctions. Company PHYN will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II as to the relationship between VERO II's performance of medical functions and the overall administrative and business functioning of VERO II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company (b) PHYN shall, on behalf of VERO IIthe Practice, xxxx patients bill xxxients and, except for government payors such as Medicare and Medicaid, collect the professional fees for medical services rendered by VERO II or any Physician Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made the Practice in the name of Clinical Facility, for services performed outside the Clinical Facility for the Practice's hospitalized patients, and under the provider number of VERO IIfor all other professional and Clinical Facility services. VERO II The Practice hereby appoints Company PHYN for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients bill xxxients in VERO IIthe Practice's name and on VERO II's its behalf, except for accounts receivable from government payors; (ii) to collect Accounts Receivable accounts receivable resulting from such billing in VERO IIthe Practice's name and on VERO II's its behalf, except for accounts receivable from government payors; (iii) to receive payments from Blue Cross/Blue Shield, insurance companies, prepayments received from health care plans, plans and all other Third-Party Payorsnongovernmental third party payors in the Practice's name and on its behalf for deposit in a bank account; (iv) to take possession of and of, endorse in the name of VERO II the Practice (and/or in the name of an individual physician, in the event that such payment is intended for purpose of payment of a physician's xxxx) bill), xnd deposit in a bank account any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivablenongovernmental accounts receivable; and (v) following prior written approval of the Operating Board, to initiate the institution of legal proceedings in the name of VERO II the Practice to collect any accounts and monies moneys owed to VERO II or any Physician Employee, the Practice; (vi) to enforce the rights of VERO II the Practice as creditors creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.and

Management Services and Administration. 5.5.1. VERO Princeton II hereby appoints Company as VERO Princeton II's sole and exclusive manager and administrator of all day-to-day business functions. VERO Princeton II agrees that the purpose and intent of this Agreement is to relieve VERO Princeton II and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO Princeton II and only VERO Princeton II will perform the medical functions of VERO Princeton II's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO Princeton II as to the relationship between VERO Princeton II's performance of medical functions and the overall administrative and business functioning of VERO Princeton II's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO Princeton II, xxxx patients and collect the professional fees for medical services rendered by VERO Princeton II or any Physician Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO Princeton II. VERO Princeton II hereby appoints Company to be VERO Princeton II's true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO Princeton II's name and on VERO Princeton II's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO Princeton II's name and on VERO Princeton II's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO Princeton II (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO Princeton II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.any

Management Services and Administration. 5.5.1. VERO II (a) Provider hereby appoints Company IPS as VERO II's its sole and exclusive manager and administrator of for all day-to-day to day business functionsfunctions of the Practice. VERO II Provider agrees that the purpose and intent of this Practice Management Services Agreement is to relieve VERO II the Physician Stockholders and Physician Employees Employees, to the maximum extent possible possible, of the administrative, accounting, personnel and business aspects functions of their practice, with Company assuming the Practice and to have IPS assume responsibility for and being be given all necessary authority to perform these functions. Company IPS agrees that VERO II Provider, and only VERO II Provider, will perform the all medical functions of VERO II's its practice. Company IPS will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company IPS may, however, advise VERO II as to Provider regarding the relationship between VERO II's its performance of medical functions and the overall administrative and business functioning of VERO II's practicethe Practice. To the extent that a Company employee assists Physician Employees they assist Provider in performing medical functions, such employees all clinical support personnel provided by IPS shall be subject solely to the professional direction and supervision of Physician Employees Provider and in the performance of such medical functions functions, shall not be subject to any direction or control by, or liability to, CompanyIPS, except as may be specifically authorized by CompanyProvider. 5.5.2. Company (b) IPS shall, on behalf of VERO IIProvider, xxxx patients and collect the professional fees accounts receivable for medical services rendered by VERO II or any Physician EmployeeProvider at the Practice Sites, regardless of when or where such for services are renderedperformed outside the Practice Sites; for hospitalized patients; and for all other professional services. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO II. VERO II Provider hereby appoints Company IPS for the term hereof to be VERO II's its true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO II's Providers name and on VERO II's its behalf; (ii) to collect Accounts Receivable accounts receivable resulting from such billing in VERO II's Providers name and on VERO II's its behalf; (iii) to receive payments from Blue Shield, health and other insurance companies, prepayments from health care plans, Medicare, Medicaid and all other Third-Party Payorsthird party payors; (iv) to take possession of and to endorse in the name of VERO II Provider (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.,

Management Services and Administration. 5.5.1. VERO II ROAII hereby appoints Company as VERO IIROAII's sole and exclusive manager and administrator of all day-to-day business functions. VERO II ROAII agrees that the purpose and intent of this Agreement is to relieve VERO II ROAII and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with Company assuming responsibility and being given all necessary authority to perform these functions. Company agrees that VERO II ROAII and only VERO II ROAII will perform the medical functions of VERO IIROAII's practice. Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Company may, however, advise VERO II ROAII as to the relationship between VERO IIROAII's performance of medical functions and the overall administrative and business functioning of VERO IIROAII's practice. To the extent that a Company employee assists Physician Employees in performing medical functions, such employees shall be subject to the professional direction and supervision of Physician Employees and in the performance of such medical functions shall not be subject to any direction or control by, or liability to, Company, except as may be specifically authorized by Company. 5.5.2. Company shall, on behalf of VERO IIROAII, xxxx patients and collect the professional fees for medical services rendered by VERO II ROAII or any Physician Employee, regardless of when or where such services are rendered. All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of VERO IIROAII. VERO II ROAII hereby appoints Company to be VERO IIROAII's true and lawful attorney-in-fact, for the following purposes: (i) to xxxx patients in VERO IIROAII's name and on VERO IIROAII's behalf; (ii) to collect Accounts Receivable resulting from such billing in VERO IIROAII's name and on VERO IIROAII's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and all other Third-Party Payors; (iv) to take possession of and endorse in the name of VERO II ROAII (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's xxxx) any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) to initiate legal proceedings in the name of VERO II to collect any accounts and monies owed to VERO II or any Physician Employee, to enforce the rights of VERO II as creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority (or its fiscal intermediaries) as Third-Party Payors. Except for cash proceeds from the collection of Accounts Receivable purchased from VERO II by Company, Company shall deposit any cash receipts collected on behalf of VERO II into the VERO II Operating Account described in Section 5.11. 5.5.3. Company shall design, supervise and maintain possession of all files and records relating to the operation of VERO II, including but not limited to accounting, billing, patient medical records, and collection records. While the Company shall maintain custody, patient medical records shall at all times be and remain the property of VERO II and shall be located at the Practice Offices so that they are readily accessible for patient care. The Physician Employees shall have the obligation to oversee the preparation and maintenance of patient medical records, and to provide such medical information as shall be necessary and appropriate to the records' clinical function and to sustain and ensure the availability of Third-Party Payor reimbursement for services rendered. The management of all files and records shall comply with applicable state and federal statutes. Company shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only as permitted by law, to the extent necessary to perform the services set forth herein. 5.5.4. Company shall supply to VERO II necessary clerical, accounting, bookkeeping and computer services, printing, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate service for the operation of the Practice Offices. 5.5.5. Subject to the overall guidance of the Policy Board, Company shall design and implement an adequate and appropriate public relations program on behalf of VERO II, with appropriate emphasis on public awareness of the availability of services at the Practice Offices. The public relations program shall be conducted in compliance with Applicable Law and regulations governing advertising by the medical profession and applicable canons of principles of professional ethics of VERO II and Physician Employees of VERO II. 5.5.6. Company shall provide the data necessary for VERO II to prepare VERO II's annual income tax returns. Company shall have no responsibility for the preparation of VERO II's federal or state income tax returns or the payment of such income taxes. Company shall prepare or cause to be prepared on VERO II's behalf, necessary employment tax returns. VERO II shall be obligated to pay any taxes due on such employment tax returns with respect to the Physician Owners. 5.5.7. Company shall assist VERO II in recruiting additional physicians, carrying out such administrative functions as may be appropriate, such as advertising for and identifying potential candidates, obtaining credentials, and arranging interviews; provided, however, VERO II shall interview and make the ultimate decision as to the suitability of any physician to become associated with VERO II. All physicians recruited by Company and accepted by VERO II shall be the sole employees of VERO II, to the extent such physicians are hired as employees. 5.5.8. Company shall negotiate managed care contracts on behalf of VERO II and shall administer all managed care contracts in which VERO II participates. VERO II, at its discretion, shall have the right to enter into or reject such contracts negotiated by Company. 5.5.9. Company shall arrange for legal and accounting services related to operations of the Practice Offices and Physician Employee's practice at the Practice Offices incurred traditionally in the ordinary course of business, including the cost of enforcing any contract with a Physician Employee containing restrictive covenants, provided such services shall be approved in advance by the Policy Board. Notwithstanding the foregoing, VERO II shall have the authority to arrange for legal and accounting services relating to matters other than day-ROAII to-day management of VERO II; such other matters including but not limited to issues relating to VERO II governance issues, compensation of Physician Owners, and issues which arise between VERO II and Company; provided, however, such fees shall be considered Excluded Expenses. 5.5.10. Company shall provide for the proper cleanliness of the premises, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises. 5.5.11. Upon receipt of dues, statements or license notices from the Physician Employees, Company shall make payment for the cost of professional licensure fees and board certification fees of physicians associated with VERO II. 5.5.12. Company shall negotiate for and cause premiums to be paid with respect to the insurance provided for in Section 10.1.