Common use of Management Services and Administration Clause in Contracts

Management Services and Administration. (a) Oncology hereby appoints Response as its sole and exclusive manager and administrator of all day-to-day business functions connected with its group medical practice. Oncology agrees that the purpose and intent of this Service Agreement is to relieve Oncology, the Physician Stockholders and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of its practice, with Response assuming responsibility for and being given all necessary authority to perform these functions. Response agrees that Oncology, and only Oncology, will perform the medical functions of its practice. Response will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Response may, however, advise Oncology as to the relationship between its performance of medical functions and the overall administrative and business functioning of its practice. To the extent that they assist Oncology in performing medical functions, all clinical personnel performing patient care services obtained and provided by Response shall be subject to the professional direction and supervision of Oncology and, in the performance of such medical functions, shall not be subject to any direction or control by, or liability to, Response, except as may be specifically authorized by Oncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician Employees. (b) Response shall, on behalf of Oncology, bill xxxients and Third Party Payors, and shall collect the professional fees for medical services rendered by Oncology in each Clinic, for services performed outside a Clinic for Oncology's hospitalized patients, and for all other professional and Clinic services. Response's billing and collection practice shall be consistent with those of comparable, nationally recognized, well managed group medical practices. Oncology hereby appoints Response for the term hereof to be its true and lawful attorney-in-fact, for the following purposes: (i) to bill xxxients in Oncology's name and on its behalf; (ii) to collect Accounts Receivable resulting from such billing in Oncology's name and on its behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and payments from all other Third Party Payors; (iv) to take possession of and endorse in the name of Oncology (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's bill) xxy notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) with the advance consent of the Oversight Committee, to initiate legal proceedings in the name of Oncology or any Physician Employee to collect any accounts and monies owed to Oncology, Clinic or any Physician Employee, to enforce the rights of Oncology or any Physician Employee as a 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. All adjustments made for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee shall be done in a reasonable and consistent manner. (c) Response shall design, supervise and maintain custody of all files and records relating to the operation of each Clinic, including but not limited to accounting, billing, patient medical records, and collection records. Patient medical records shall at all times be and remain the property of Oncology and shall be located at Clinic facilities 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 clinical function of such records, and to maintain such records so as to 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. Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only for the limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. (d) Response shall supply to Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the cost of all of which shall be Clinic Expense. (e) Subject to the provisions of Section 4.2(d), Response shall design and implement adequate and appropriate marketing and public relations programs on behalf of Oncology, with appropriate emphasis on public awareness of the availability of services at Oncology's Clinics. Any marketing or public relations program shall be conducted in compliance with applicable laws and regulations governing advertising by medical professionals. (f) Response shall provide the data necessary for Oncology to prepare its annual income tax returns and financial statements, and shall provide payroll and related services for Physician Employees. Response shall have no responsibility for the filing of such tax returns, the payment of such income taxes or the cost of preparation of income tax returns or financial statements on behalf of Oncology or any physician employed thereby. (g) Response shall assist Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate such as advertising for and identifying potential candidates, checking credentials, and arranging interviews; provided, however, Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with a Clinic. All physicians recruited by Response and accepted by Oncology shall be the sole employees of Oncology, to the extent such physicians are hired as employees. Subject to the provisions of

Management Services and Administration. (a) Oncology Practice hereby appoints Response Manager as its sole and exclusive manager and administrator of all day-to-day business functions connected with its group medical practiceand Manager hereby accepts such appointment subject to the terms of this Agreement. Oncology Manager shall perform these duties through the Executive Director who shall utilize the assets and employees of Practice and third parties to do so. Practice agrees that the purpose and intent of this Service Agreement is to relieve Oncology, the Physician Stockholders and Physician Employees Shareholders, to the maximum extent possible possible, of the administrative, accounting, payroll, accounts payable, personnel and business aspects of its medical practice. The current business of Practice handled by employees of Practice will be administered and supervised by Manager, with Response Manager assuming responsibility for and being given all necessary authority to perform administer and supervise these functionsfunctions in accordance with the general standards approved by the Executive Committee. Response Manager agrees that Oncology, Practice and only Oncology, Practice will perform the medical functions of its medical practice. Response Manager will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Response Manager may, however, advise Oncology Practice as to the relationship between its performance of medical functions and the overall administrative and business functioning of its medical practice. To the extent that they assist Oncology Practice in performing medical functions, all clinical personnel performing patient care services obtained and provided by Response shall be subject to the professional direction and supervision of Oncology Practice and, in the performance of such medical functions, shall not be subject to any direction or control by, or liability liability, to, ResponseManager, except as may be specifically authorized by Oncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician EmployeesPractice. (b) Response (i) Manager shall, on behalf of OncologyPractice, bill xxxients xxxx patients and Third Party Payors, and shall collect the professional fees for medical services rendered by Oncology in each ClinicPractice, for services performed outside a Clinic Practice for OncologyPractice's hospitalized patients, and for all other professional and Clinic Practice services. Response's billing and collection practice shall be consistent with those of comparable, nationally recognized, well managed group medical practices. Oncology Practice hereby appoints Response Manager for the term hereof to be its true and lawful attorney-in-fact, for the following purposes: (iA) to bill xxxients xxxx patients in OncologyPractice's name and on its behalf; (iiB) to collect Accounts Receivable accounts receivable resulting from such billing in OncologyPractice's name and on its behalf; (iiiC) to receive payments and prepayments from Blue Shield, insurance companies, prepayments from health care plans, Medicare, Medicaid and payments from all other Third Party Payorsthird party payors; (ivD) to take possession of and endorse in the name of Oncology Practice (and/or in the name of an individual physicianphysician providing services on behalf of Practice, such payment intended for purpose of payment of a physician's billxxxx) xxy any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivableaccounts receivable; and (vE) with the advance consent of the Oversight Committee, to initiate the institution of legal proceedings in the name of Oncology or any Physician Employee Practice to collect any accounts and monies owed to Oncology, Clinic or any Physician EmployeePractice in accordance with policies and procedures adopted by the Executive Committee, to enforce the rights of Oncology or any Physician Employee Practice as a creditor creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority governmental agencies (or its their fiscal intermediaries) as Third Party Payorsthird-party payors. All adjustments made for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee Adjustments shall be done made in a reasonable and manner consistent mannerwith past practice of Practice. (c) Response shall design, supervise and maintain custody of all files and records relating to the operation of each Clinic, including but not limited to accounting, billing, patient medical records, and collection records. Patient medical records shall at all times be and remain the property of Oncology and shall be located at Clinic facilities 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 clinical function of such records, and to maintain such records so as to 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. Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only for the limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. (d) Response shall supply to Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the cost of all of which shall be Clinic Expense. (e) Subject to the provisions of Section 4.2(d), Response shall design and implement adequate and appropriate marketing and public relations programs on behalf of Oncology, with appropriate emphasis on public awareness of the availability of services at Oncology's Clinics. Any marketing or public relations program shall be conducted in compliance with applicable laws and regulations governing advertising by medical professionals. (f) Response shall provide the data necessary for Oncology to prepare its annual income tax returns and financial statements, and shall provide payroll and related services for Physician Employees. Response shall have no responsibility for the filing of such tax returns, the payment of such income taxes or the cost of preparation of income tax returns or financial statements on behalf of Oncology or any physician employed thereby. (g) Response shall assist Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate such as advertising for and identifying potential candidates, checking credentials, and arranging interviews; provided, however, Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with a Clinic. All physicians recruited by Response and accepted by Oncology shall be the sole employees of Oncology, to the extent such physicians are hired as employees. Subject to the provisions of

Management Services and Administration. (a) Oncology Practice hereby appoints Response Manager as its sole and exclusive manager and administrator of all day-to-day business functions connected with its group medical practiceand Manager hereby accepts such appointment subject to the terms of this Agreement. Oncology Practice agrees that the purpose and intent of this Service Agreement is to relieve Oncology, the Physician Stockholders and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of its the medical practice, the current business of Practice handled by employees who will become employees of Manager and administrative duties with Response respect to property leased or subleased by Practice to Manager, with Manager assuming responsibility for and being given all necessary authority to perform these functionsfunctions in accordance with the general standards approved by the Policy Board. Response Manager agrees that Oncology, Practice and only Oncology, Practice will perform the medical functions of its medical practice. Response Manager will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Response Manager may, however, advise Oncology Practice as to the relationship between its performance of medical functions and the overall administrative and business functioning of its medical practice. To the extent that they assist Oncology Practice in performing medical functions, all clinical personnel performing patient care services obtained and provided by Response shall be subject to the professional direction and supervision of Oncology Practice and, in the performance of such medical functions, shall not be subject to any direction or control by, or liability liability, to, ResponseManager, except as may be specifically authorized by Oncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician EmployeesPractice. (bi) Response Manager shall, on behalf of OncologyPractice, bill xxxients and Third Party Payors, and shall collect patients axx xollect the professional fees for medical services rendered by Oncology Practice in each Clinicits medical practice, for services performed outside a Clinic Practice for Oncology's its hospitalized patients, and for all other professional and Clinic Practice services. Response's billing and collection practice shall be consistent with those of comparable, nationally recognized, well managed group medical practices. Oncology Practice hereby appoints Response Manager for the term hereof to be its true and lawful attorney-in-fact, for the following purposes: (iA) to bill xxxients patients in OncologyPractice's name xxx on its behalf; (B) to collect accounts receivable resulting from such billing in Practice's name and on its behalf; (ii) to collect Accounts Receivable resulting from such billing in Oncology's name and on its behalf; (iiiC) to receive payments and prepayments from Blue Shield, insurance companies, prepayments from health care plans, Medicare, Medicaid and payments from all other Third Party Payorsthird party payors; (ivD) to take possession of and endorse in the name of Oncology Practice (and/or in the name of an individual physicianphysician providing services on behalf of Practice, such payment intended for purpose of payment of a physician's bill) xxy any notes, checks, money ordersorxxxx, insurance payments and other instruments received in payment of Accounts Receivableaccounts receivable; and (vE) with the advance consent of the Oversight Committee, to initiate the institution of legal proceedings in the name of Oncology or any Physician Employee Practice to collect any accounts and monies owed to Oncology, Clinic or any Physician EmployeePractice in accordance with policies and procedures adopted by the Policy Board, to enforce the rights of Oncology or any Physician Employee Practice as a creditor creditors under any contract or in connection with the rendering of any service, and to contest adjustments and denials by any Governmental Authority governmental agencies (or its their fiscal intermediaries) as Third Party Payorsthird-party payors. All adjustments made for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee Adjustments shall be done made in a reasonable and manner consistent mannerwith past customary course of conduct of Practice subject to any final adjustments required by auditors under Section 5.3. (cii) Response Practice shall designestablish and control a bank account at a bank (the "Bank") acceptable to Manager (the "Practice Account"). In connection herewith and throughout the term of this Agreement, supervise Practice hereby appoints Manager as Practice's true and maintain custody lawful agent and attorney-in-fact, and grants Manager a special power of attorney and Manager hereby accepts such special power of attorney and appointment, to deposit in the Practice Account all files funds, fees, and records relating revenues generated by Practice and collected by Manager. Practice shall execute any and all additional documents required by the Bank where the Practice Account is held to effectuate the power of attorney granted herein. Practice shall not draw checks on the Practice Account. Practice also agrees to establish this account with the Bank under terms which provide that the balance of the Practice Account at the close of each working day is transferred to a bank account of Manager (the "Manager Account") by means to be designated by Manager. Practice shall not revoke such daily transfer to the operation Manager's Account. Manager shall pay from funds in the Manager Account all Manager Expenses and the Management Fee as required under the terms of each Clinic, including but not limited this Agreement. Practice shall establish a second account (the "Operating Account") to accounting, billing, patient medical records, and collection records. Patient medical records shall at all times be and remain the property of Oncology and which Manager shall be located at Clinic facilities 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, a signatory and to provide such medical information as which Manager shall be necessary and appropriate deposit from time to time out of the Practice Account (to the clinical function of such recordsextent available) amounts sufficient to enable Manager to pay from that account, and to maintain such records so as to 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. Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only for the limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. (d) Response shall supply to Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the cost of all of which shall be Clinic Expense. (e) Subject to the provisions of Section 4.2(d), Response shall design and implement adequate and appropriate marketing and public relations programs on behalf of OncologyPractice, with appropriate emphasis Physician Expenses and Practice Surplus to be paid by Practice as Professional Compensation as provided under the terms of this Agreement and principal payment on public awareness debts of Practice which were approved by the availability Policy Board, when such repayments are due. If the balance in the Practice Account after subtraction of services at Oncology's Clinics. Any marketing or public relations program shall be conducted in compliance with applicable laws and regulations governing advertising by medical professionals. reserves for repayment of debts (f) Response shall provide the data necessary for Oncology to prepare its annual income tax returns and financial statements, and shall provide payroll and related services for Physician Employees. Response shall have no responsibility for the filing of such tax returns, the payment of such income taxes or the cost of preparation of income tax returns or financial statements on behalf of Oncology or any physician employed thereby. (g) Response shall assist Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate such as advertising for and identifying potential candidates, checking credentials, and arranging interviews; provided, however, Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with a Clinic. All physicians recruited by Response and accepted by Oncology shall be the sole employees of Oncology, to the extent such physicians the debts are hired as employees. Subject not then being repaid) is insufficient to satisfy the obligations and liabilities of Practice at a particular point in time, disbursements from the Practice Account shall be made in the following priority: (A) Payments of interest and principal on debts of Practice that were approved by the Policy Board to the provisions ofextent then due; (B) Payments of Management Fee attributable to collections by Practice from physicians pursuant to Section 7.4; (C) Payments of Manager Expenses;

Management Services and Administration. (a) Oncology hereby appoints Response as its sole and exclusive manager and administrator of all day-to-day business functions connected with its group medical practice. Oncology agrees that the purpose and intent of this Service Agreement is to relieve Oncology, the Physician Stockholders and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of its practice, with Response assuming responsibility for and being given all necessary authority to perform these functions. Response agrees that Oncology, and only Oncology, will perform the medical functions of its practice. Response will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Response may, however, advise Oncology as to the relationship between its performance of medical functions and the overall administrative and business functioning of its practice. To the extent that they assist Oncology in performing medical functions, all clinical personnel performing patient care services obtained and provided by Response shall be subject to the professional direction and supervision of Oncology and, in the performance of such medical functions, shall not be subject to any direction or control by, or liability to, Response, except as may be specifically authorized by Oncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician Employees. (b) Response shall, on behalf of Oncology, bill xxxients patients and Third Party Payors, and shall collect the collecx xxe professional fees for medical services rendered by Oncology in each Clinic, for services performed outside a Clinic for Oncology's hospitalized patients, and for all other professional and Clinic services. Response's billing and collection practice shall be consistent with those of comparable, nationally recognized, well managed group medical practices. Oncology hereby appoints Response for the term hereof to be its true and lawful attorney-in-fact, for the following purposes: (i) to bill xxxients patients in Oncology's name and on its behalf; (iixx) to collect Accounts Receivable resulting from such billing in Oncology's name and on its behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and payments from all other Third Party Payors; (iv) to take possession of and endorse in the name of Oncology (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's bill) xxy any notes, checks, money orders, insurance payments and paymenxx xnd other instruments received in payment of Accounts Receivable; and (v) with the advance consent of the Oversight Committee, to initiate legal proceedings in the name of Oncology or any Physician Employee to collect any accounts and monies owed to Oncology, Clinic or any Physician Employee, to enforce the rights of Oncology or any Physician Employee as a 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. All adjustments made for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee shall be done in a reasonable and consistent manner. (c) Response shall design, supervise and maintain custody of all files and records relating to the operation of each Clinic, including but not limited to accounting, billing, patient medical records, and collection records. Patient medical records shall at all times be and remain the property of Oncology and shall be located at Clinic facilities 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 clinical function of such records, and to maintain such records so as to 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. Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only for the limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. (d) Response shall supply to Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the cost of all of which shall be Clinic Expense. (e) Subject to the provisions of Section 4.2(d), Response shall design and implement adequate and appropriate marketing and public relations programs on behalf of Oncology, with appropriate emphasis on public awareness of the availability of services at Oncology's Clinics. Any marketing or public relations program shall be conducted in compliance with applicable laws and regulations governing advertising by medical professionals. (f) Response shall provide the data necessary for Oncology to prepare its annual income tax returns and financial statements, and shall provide payroll and related services for Physician Employees. Response shall have no responsibility for the filing of such tax returns, the payment of such income taxes or the cost of preparation of income tax returns or financial statements on behalf of Oncology or any physician employed thereby. (g) Response shall assist Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate such as advertising for and identifying potential candidates, checking credentials, and arranging interviews; provided, however, Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with a Clinic. All physicians recruited by Response and accepted by Oncology shall be the sole employees of Oncology, to the extent such physicians are hired as employees. Subject to the provisions ofof Section 6.4, any expenses incurred in the recruitment of physicians, including, but not limited to, employment agency fees, relocation and interviewing expenses shall be Clinic Expenses. (h) Subject to the provisions of Section 4.2(g), Response shall negotiate and administer all managed care contracts on behalf of Oncology. (i) Subject to the provisions of Sections 5.3 and 5.5(f), Response shall arrange for legal and accounting services related to Clinic operations incurred traditionally in the ordinary course of business, including the cost of enforcing any physician contract containing restrictive covenants, provided such services shall be approved in advance by the Executive Director. (j) Response shall provide for the proper cleanliness of the physical premises occupied and/or utilized by Oncology, and maintenance and cleanliness of the equipment, furniture and furnishings located upon such premises.

Management Services and Administration. (a) Oncology 5.5.1. GCOA hereby appoints Response Company as its GCOA's sole and exclusive manager and administrator of all day-to-day business functions connected with its group medical practicefunctions. Oncology GCOA agrees that the purpose and intent of this Service Agreement is to relieve Oncology, the Physician Stockholders GCOA and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of its their practice, with Response Company assuming responsibility for and being given all necessary authority to perform these functions. Response Company agrees that Oncology, GCOA and only Oncology, GCOA will perform the medical functions of its GCOA's practice. Response Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Response Company may, however, advise Oncology GCOA as to the relationship between its GCOA's performance of medical functions and the overall administrative and business functioning of its GCOA's practice. To the extent that they assist Oncology a Company employee assists Physician Employees in performing medical functions, all clinical personnel performing patient care services obtained and provided by Response such employees shall be subject to the professional direction and supervision of Oncology and, Physician Employees and in the performance of such medical functions, functions shall not be subject to any direction or control by, or liability to, ResponseCompany, except as may be specifically authorized by Oncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician EmployeesCompany. (b) Response 5.5.2. Company shall, on behalf of OncologyGCOA, bill xxxients xxxx patients and Third Party Payors, and shall collect the professional fees for medical services rendered by Oncology in each ClinicGCOA or any Physician Employee, regardless of when or where such services are rendered. The parties acknowledge and agree that the Physician Owners will charge and collect, individually, fees for services performed outside a Clinic for Oncology's hospitalized patientssuch as medical legal services, depositions, consulting, teaching, and for all other professional royalties and Clinic servicesthat any amounts collected by the Physician Owners as a result of the provision of the foregoing services shall not be considered a portion of Practice Net Revenue. Response's billing and collection practice Nothing in this Service Agreement shall be consistent construed to prevent Physician Owners from extending professional courtesies, performing pro xxxx service, or providing family discounts in accordance with those the past practice and procedure of comparable, nationally recognized, well managed group medical practicesGCOA. Oncology All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of GCOA. GCOA hereby appoints Response for the term hereof Company to be its GCOA's true and lawful attorney-in-fact, for the following purposes: (i) to bill xxxients xxxx patients in OncologyGCOA's name and on its GCOA's behalf; (ii) to collect Accounts Receivable resulting from such billing in OncologyGCOA's name and on its GCOA's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and payments from all other Third Third-Party Payors; (iv) to take possession of and endorse in the name of Oncology GCOA (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's billxxxx) xxy any notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) with the advance consent of the Oversight Committee, to initiate legal proceedings in the name of Oncology or any Physician Employee GCOA to collect any accounts and monies owed to Oncology, Clinic GCOA or any Physician Employee, to enforce the rights of Oncology or any Physician Employee GCOA as a creditor 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. All adjustments made for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee shall be done in a reasonable and consistent manner. (c) Response shall design, supervise and maintain custody of all files and records relating to the operation of each Clinic, including but not limited to accounting, billing, patient medical records, and collection records. Patient medical records shall at all times be and remain the property of Oncology and shall be located at Clinic facilities 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 clinical function of such records, and to maintain such records so as to 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. Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only for the limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. (d) Response shall supply to Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the cost of all of which shall be Clinic Expense. (e) Subject to the provisions of Section 4.2(d), Response shall design and implement adequate and appropriate marketing and public relations programs on behalf of Oncology, with appropriate emphasis on public awareness of the availability of services at Oncology's Clinics. Any marketing or public relations program shall be conducted in compliance with applicable laws and regulations governing advertising by medical professionals. (f) Response shall provide the data necessary for Oncology to prepare its annual income tax returns and financial statements, and shall provide payroll and related services for Physician Employees. Response shall have no responsibility for the filing of such tax returns, the payment of such income taxes or the cost of preparation of income tax returns or financial statements on behalf of Oncology or any physician employed thereby. (g) Response shall assist Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate such as advertising for and identifying potential candidates, checking credentials, and arranging interviews; provided, however, Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with a Clinic. All physicians recruited by Response and accepted by Oncology shall be the sole employees of Oncology, to the extent such physicians are hired as employees. Subject to the provisions ofThird-

Management Services and Administration. (a) Oncology 5.5.1. GCOA hereby appoints Response Company as its GCOA's sole and exclusive manager and administrator of all day-to-day business functions connected with its group medical practicefunctions. Oncology GCOA agrees that the purpose and intent of this Service Agreement is to relieve Oncology, the Physician Stockholders GCOA and Physician Employees to the maximum extent possible of the administrative, accounting, payroll, accounts payable, personnel and business aspects of its their practice, with Response Company assuming responsibility for and being given all necessary authority to perform these functions. Response Company agrees that Oncology, GCOA and only Oncology, GCOA will perform the medical functions of its GCOA's practice. Response Company will have no authority, directly or indirectly, to perform, and will not perform, any medical function. Response Company may, however, advise Oncology GCOA as to the relationship between its GCOA's performance of medical functions and the overall administrative and business functioning of its GCOA's practice. To the extent that they assist Oncology a Company employee assists Physician Employees in performing medical functions, all clinical personnel performing patient care services obtained and provided by Response such employees shall be subject to the professional direction and supervision of Oncology and, Physician Employees and in the performance of such medical functions, functions shall not be subject to any direction or control by, or liability to, ResponseCompany, except as may be specifically authorized by Oncology. Oncology hereby indemnifies and holds Response, its officers, directors, shareholders, agents and affiliates, their successors and assigns ("Indemnified Persons") harmless, and shall reimburse the Indemnified Persons for, from and against each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees and disbursement expenses of attorneys and other professional advisors) directly or indirectly relating to, resulting from or arising out of any medical function performed, or which should have been performed, under the supervision of Oncology or Physician EmployeesCompany. (b) Response 5.5.2. Company shall, on behalf of OncologyGCOA, bill xxxients xxxx patients and Third Party Payors, and shall collect the professional fees for medical services rendered by Oncology in each ClinicGCOA or any Physician Employee, regardless of when or where such services are rendered. The parties acknowledge and agree that the Physician Owners will charge and collect, individually, fees for services performed outside a Clinic for Oncology's hospitalized patientssuch as medical legal services, depositions, consulting, teaching, and for all other professional royalties and Clinic servicesthat any amounts collected by the Physician Owners as a result of the provision of the foregoing services shall not be considered a portion of Practice Net Revenue. Response's billing and collection practice Nothing in this Service Agreement shall be consistent construed to prevent Physician Owners from extending professional courtesies, performing pro xxxx service, or providing family discounts in accordance with those the past practice and procedure of comparable, nationally recognized, well managed group medical practicesGCOA. Oncology All xxxxxxxx for Physician Employee's services shall be made in the name of and under the provider number of GCOA. GCOA hereby appoints Response for the term hereof Company to be its GCOA's true and lawful attorney-in-fact, for the following purposes: (i) to bill xxxients xxxx patients in OncologyGCOA's name and on its GCOA's behalf; (ii) to collect Accounts Receivable resulting from such billing in OncologyGCOA's name and on its GCOA's behalf; (iii) to receive payments from insurance companies, prepayments from health care plans, and payments from all other Third Party Payors; (iv) to take possession of and endorse in the name of Oncology (and/or in the name of an individual physician, such payment intended for purpose of payment of a physician's bill) xxy notes, checks, money orders, insurance payments and other instruments received in payment of Accounts Receivable; and (v) with the advance consent of the Oversight Committee, to initiate legal proceedings in the name of Oncology or any Physician Employee to collect any accounts and monies owed to Oncology, Clinic or any Physician Employee, to enforce the rights of Oncology or any Physician Employee as a 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. All adjustments made for uncollectible accounts, professional courtesies and other activities that do not generate a collectible fee shall be done in a reasonable and consistent manner. (c) Response shall design, supervise and maintain custody of all files and records relating to the operation of each Clinic, including but not limited to accounting, billing, patient medical records, and collection records. Patient medical records shall at all times be and remain the property of Oncology and shall be located at Clinic facilities 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 clinical function of such records, and to maintain such records so as to 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. Response shall use its best efforts to preserve the confidentiality of patient medical records and use information contained in such records only for the limited purpose necessary to perform the services set forth herein; provided, however, in no event shall a breach of said confidentiality be deemed a default under this Agreement. (d) Response shall supply to Oncology necessary clerical, accounting, payroll, bookkeeping and computer services, laundry, linen, uniforms, printing, stationary, advertising, postage and duplication services, medical transcribing services and any other ordinary, necessary or appropriate item or service for the operation of a Clinic, the cost of all of which shall be Clinic Expense. (e) Subject to the provisions of Section 4.2(d), Response shall design and implement adequate and appropriate marketing and public relations programs on behalf of Oncology, with appropriate emphasis on public awareness of the availability of services at Oncology's Clinics. Any marketing or public relations program shall be conducted in compliance with applicable laws and regulations governing advertising by medical professionals. (f) Response shall provide the data necessary for Oncology to prepare its annual income tax returns and financial statements, and shall provide payroll and related services for Physician Employees. Response shall have no responsibility for the filing of such tax returns, the payment of such income taxes or the cost of preparation of income tax returns or financial statements on behalf of Oncology or any physician employed thereby. (g) Response shall assist Oncology in recruiting additional physicians, carrying out such administrative functions as may be appropriate such as advertising for and identifying potential candidates, checking credentials, and arranging interviews; provided, however, Oncology shall interview and make the ultimate decision as to the suitability of any physician to become associated with a Clinic. All physicians recruited by Response and accepted by Oncology shall be the sole employees of Oncology, to the extent such physicians are hired as employees. Subject to the provisions of