[LETTERHEAD]
OPTHALMOLOGIST MEMBERSHIP AGREEMENT
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC.
THIS AGREEMENT entered into the 20TH day of FEB, 1997, by and between
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC. (hereinafter "TrueVision")
and XXXXXX X. XXXXXX M.D. (hereinafter referred to as "Doctor").
WHEREAS, TrueVision is in the business of operating an opthalmic laser
center which will perform laser refractive procedures using an excimer laser
(hereinafter the "Laser Center"); and,
WHEREAS, is support of the operations of the Laser Center, TrueVision is
establishing a network of members to provide professional services to
patients undergoing certain accepted laser refractive procedures (hereinafter
"LR Procedures") at the Laser Center, such professional services to consist
of patient screening, pre-operative and post-operative care along with the
actual performance of the LR Procedures; and,
WHEREAS, Doctor holds a valid and unrestricted license to practice
medicine in the State of New Mexico and is qualified as a specialist in
opthalmology; and,
WHEREAS, Doctor desires to associate with TrueVision to provide
professional services to Doctor's patients undergoing the LR Procedures at
the Laser Center and seeks to become a member with the obligations and
benefits related thereto; and
WHEREAS, TrueVision desires to accept Doctor as a member of the TrueVision
network.
NOW, THEREFORE, the parties hereto agrees as follows:
1. ACCEPTANCE AS MEMBER. TrueVision hereby conditionally accepts Doctor
as a member of TrueVision Laser Center of Albuquerque, Inc. and, subject to the
provisions herein with regard to training, credentialing, licensing and
insurance, agrees that Doctor has the right to provide professional services
to patients undergoing the LR Procedures and to use the excimer laser and
other equipment services and facilities at the Laser Center, it being
expressly understood that this right shall be exercised in accordance with the
guidelines, protocols, procedures, and rules established by the Board of
Directors and the Medical Advisory Committee. It is expressly understood
that Doctor's rights hereunder are to be exercised in accordance with the
guidelines, protocols, procedures and rules established by the Board of
Directors and the Medical Advisory Committee.
2. CREDENTIALING AND TRAINING.
a. CREDENTIALING:
Immediately UPON the complete execution of this Agreement, Doctor
shall deliver to TrueVision:
(1) A completed Application for Professional Membership;
(2) Evidence of current unrestricted license to practice in the
State of New Mexico;
(3) Evidence of current board certification, if any; and
(4) Evidence of the insurance required in paragraph 4b, below.
TrueVision will promptly review Doctor's professional application and act upon
it in accordance with its usual credentialing policies and procedures, which
are attached as Exhibit 'A' which may be modified from time to time. Doctor
will not have any rights of a Member until Professional Membership has been
approved.
b. TRAINING Upon positive conclusion of the credentialing
process. Doctor will be required to participate in the TrueVision Physician
Orientation to complete the mandatory FDA excimer laser training. From time
to time, TrueVision will sponsor the FDA training. This Program will be
provided to Doctor by TrueVision in Albuquerque, HI for such fee that the
Board of Directors of TrueVision may determine is necessary to cover the
costs of such training. Doctors may also complete the mandatory FDA training
at any manufacturer approved location conducted by a certified trainer,
provided that he/she submits evidence of the successful completion of said
training acceptable to the Medical Advisory Committee. Upon successful
completion of the TrueVision orientation and receipt of laser certification,
Doctor will be accepted as a full member/affiliate of the TrueVision network
with all the rights and obligations contained herein.
3. OPERATION OF LASER CENTER.
a. FACILITY TrueVision hereby agrees to establish and maintain
the operations of the Laser CENTER AT ITS EXPENSE. In addition to leasing
appropriate space for the Laser Center, TrueVision shall acquire, maintain,
repair and/or replace all equipment and supplies necessary to perform the LR
Procedure including, but not limited to, the excimer laser and related
ancillary equipment.
b. SUPPORT STAFF TrueVision further agrees to provide the
reasonably trained and qualified support staff (professional, technical,
managerial, and/or clerical) necessary to provide Doctor a state of the art,
fully supported location to perform the accepted LR Procedures. All
professional and technical staff shall have such certifications as may be
required for the services they will provide at the Laser Center.
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c. MANAGEMENT. The business operations of the Laser Center will be
controlled by the officers and Board of Directors of True Vision. Decisions
regarding local medical and professional issues, will be made by an elected
Medical Advisory Committee.
d. MEDICAL ADVISORY COMMITTEE. Each member will be entitled to
participate in the election of the Medical Advisory Committee and receive one
vote per person regardless of the number of membership units owned. This
Committee will be elected approximately six (6) months after the commencement
of LR Procedures at the Center. Until said Committee is elected, the Board
of Directors of True Vision will serve in that capacity. Further, the
members, as a group, will be entitled to elect one member to the Board of
Directors of True Vision of Albuquerque, Inc.
e. REFERRAL PROGRAM. The member network established by True Vision
will include both ophthalmologists and optometrists. These professionals will
be trained and encouraged to work together in conjunction with the Marketing
Program discussed below to establish cross referrals among members. Those
individual patients who contact True Vision directly and are not existing
patients of a member, will be referred to a member or members for
professional services. The True Vision referrals to Doctor will be
distributed in accordance with policies and procedures to be established from
time to time by the Medical Advisory Committee.
f. ADMINISTRATIVE SERVICES.
(1) BILLING. TrueVision will be responsible for collections
from all patients who undergo any procedure at the Laser Center. The
surgeon's fee and any co-manager's fees, as well as TrueVisions portion for
facility usage, royalties, licenses, taxes and supplies will be included in
one xxxx to the patient. For purposes of administrative ease after the
subtraction of any and all royalties, licenses and fees, that may be imposed
by any governmental agencies or the manufacturers of the LR equipment,
various patient holders of LR technology, including but not limited to
"Pillar Point" fees, the allocation of the billing will be 50% to the Doctor
and/or co-managing members and 50% to TrueVision. The Medical Advisory
Committee and the Board of Directors shall review this allocation from time
to time to ensure that it is fair and reasonable and supports the financial
viability of the Center. If more than one True Vision member is providing
care for a patient, the co-management fees shall be paid by TrueVision as
agreed upon by those members. Written direction shall be given to TrueVision,
in advance of the LR procedure, by those members. The Medical Advisory
Committee establishes the non-binding guidelines for the distribution of fees
between medical professionals based upon medically acceptable allocations of
pre and post procedure care as well as the actual performance of the L.R.
procedure. These guidelines will be reviewed from time to time by the Medical
Advisory Committee and/or the TrueVision Laser Centers, Inc. Medical Advisory
Committee and modified to reflect contemporary standards of practice and
consistent clinical outcomes for the patient.
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(2) FINANCING AND COLLECTIONS. TrueVision will facilitate a
financing program to allow patients to defer the cost of the LR procedure.
TrueVision, or its agent, will collect all payments from patients undergoing
procedures at the Laser Center.
(3) PAYMENT TO DOCTOR. TrueVision payment to Doctor as provided
for in paragraph g(1) will be made by TrueVision to the Doctor as fees are
received from the patient. All payments to the Doctor will be issued as
determined by TrueVision but in no case less than monthly. The payment to the
Doctor will include all collected professional fees of that Doctor within the
time period included in that payment. Payments are subject to adjustment for
NSF checks, disputed billing and/or charge backs from credit providers.
h. TRAINING PROGRAMS. TrueVision will maintain ongoing Continuing
Professional Education programs at a nominal cost for the benefit of Doctor
and the staff of Doctor's office. These programs may be conducted at the
Laser Center or other location as determined by the Medical Advisory
Committee.
(4) DUTIES OF DOCTOR. In order to retain the full use of the
Laser Center and to otherwise take advantage of the other benefits of
membership described herein. Doctor agrees to the following:
a. MAINTENANCE OF PROFESSIONAL STANDING. Doctor shall take all
reasonable steps necessary to maintain all licenses, privileges, and
certifications necessary to continue to practice as an Ophthalmologist.
Further, Doctor shall meet all requirements set from time to time by the
Medical Advisory Committee for continued credentialing by the Laser Center as
well as certifications that may be necessary to perform the Laser Procedures.
b. INSURANCE. Doctor shall maintain at Doctor's expense, general and
professional liability insurance covering Doctor's acts and the acts of all
those in Doctor's employ or control. Such liability insurance shall be in an
amount not less than $200,000/$600,000. Doctor shall, annually, during the
term of this Agreement provide a certificate of insurance to TrueVision
evidencing such insurance coverage.
TrueVision shall maintain at TrueVision's expense, general liability
insurance, covering TrueVision's acts and the act of all those in
TrueVision's employ or control. Such general liability insurance shall
provide coverage of $1,000,000/$3,000,000. TrueVision shall, annually during
the term of this Agreement provide a certificate of insurance to Doctor
evidencing such insurance coverage.
c. PATIENT INFORMATION. Doctor shall provide pre-operative and
post-operative ophthalmic data to TrueVision on all patients who are treated
at the Laser Center.
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5. RELATIONSHIP OF PARTIES. In the performance of the work, duties and
obligations undertaken by Doctor under the terms of this Agreement, it is
mutually understood and agreed that Doctor is at all times acting as an
independent contractor practicing as an Ophthalmologist for the benefit of
Doctor's patients. Doctor is not an employee of TrueVision. TrueVision shall
neither have nor exercise any control over Doctor's professional work. The
standards of practice, professional duties, and guidelines of Doctor in the
performance of procedures at the Laser Center, shall be determined by the
Medical Advisory Committee.
6. INDEMNIFICATION. TrueVision and Doctor each hereby indemnify and
hold harmless the other from any liability, claim, cost, or expense(including
but not limited to attorney's fees and court costs) which may arise out of
any act or omission of the other, their employees or agents. In addition to
the foregoing and not in limitation thereof, Doctor indemnifies TrueVision
and holds it harmless from any liability, claim, cost or expense(including
but not limited to attorney's fees and court costs) which may arise from any
professional services which were performed or which should have been
performed by Doctor and Doctor's employees, agents and any other individual
or entity in Doctor's control or for whom Doctor might otherwise have legal
responsibility. This duty to indemnify shall survive the term of this
agreement and insure to the benefit of any and all successors and assigns of
either party.
7. CHANGES OF LAWS/REGULATORY COMPLIANCE. The parties recognize that
this Agreement at all times is to be subject to applicable state, local and
federal law and all regulations and policies arising therefrom. The parties
further recognize that this Agreement shall be subject to amendments in such
laws and regulations or changes in interpretation thereof. Any provisions or
regulations which would invalidate or otherwise be inconsistent with the
terms of this Agreement or that would cause one or both of the parties to be
in violation of law, shall be deemed to have superseded the terms of this
Agreement, provided, however, that the parties shall exercise their best
efforts to accommodate the terms and intent of this Agreement to the greatest
extent possible consistent with the then requirements of law and regulations.
In the event that a change in law or regulation or the interpretation
thereof impacts upon the ability of a party hereto to receive the economic
benefits intend by this Agreement, the affected party shall have the right to
request the recognition of this Agreement. In the event that such recognition
does not result in a satisfactory Agreement in the light of the changed laws
and/or regulations the affected party may terminate this Agreement.
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8. ASSIGNMENT. This Agreement is personal to Doctor and therefore may
not be assigned to any other individual or entity without prior written
consent of TrueVision, which may be withheld at its absolute discretion.
TrueVision's rights and obligations hereunder may be assigned to any other
entity controlled by TrueVision or by any entity which controls TrueVision.
9. TERM/TERMINATION. This Agreement shall be for an initial term of
three (3) years from the date set forth above. After the initial term, it
shall be renewable at the option of either party for an additional three year
term upon terms agreeable to the parties. Either party may terminate this
Agreement at any time, without cause, upon ninety (90) days written notice to
the other.
This Agreement may be terminated by TrueVision, immediately, in the
event that the Medical Advisory Committee determines in good faith that
Doctor is not providing adequate patient care or that the safety of patients
is jeopardized by continuing Doctor's privileges under this Agreement.
TrueVision may terminate this agreement at its option upon the vote of the
Medical Advisory Committee for cause, including but not limited to fraud
and/or abuse of privilege.
This Agreement shall automatically be terminated upon Doctor's loss of
license, of Doctor's death or permanent disability.
10. NONDISCLOSURE.
a. Doctor acknowledges that during the term of this Agreement,
Doctor will acquire knowledge of certain confidential information regarding
the Laser Center. Doctor agrees to keep all such information confidential.
Doctor shall not at any time disclose any confidential information to any
individual or entity, subject only to Doctor's disclosure obligations to
Doctor's patient or any subpoena or Court order requiring disclosure of such
information and then only after notice and approval by TrueVision of the
nature and extent of any disclosure that will be made. Such approval shall be
specifically in writing and shall not be unreasonably withheld.
11. MISCELLANEOUS.
a. JURISDICTION AND VENUE. This Agreement is entered into in
Albuquerque, New Mexico and the parties hereby agree that for all disputes,
controversies, and/or litigation which may arise under this Agreement, New
Mexico law shall govern. Exclusive vents shall be with the Courts of
Bervialillo County, New Mexico. Doctor and TrueVision agree to submit to the
personal jurisdiction of such Courts.
b. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement of the parties hereto regarding membership in the TrueVision Member
network and all prior written or oral
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negotiations, representations, arrangements, and / or agreements regarding the
subject matter of this Agreement are merged into and superceded by this
Agreement.
c. SEVERABILITY. All provisions of this agreements are severable
and this Agreement shall not be affected by the invalidity of any provision
hereof so long as the basic intent of the parties and the economic benefits
to each is not materially adversely affected by the invalidity of such
provision.
d. INUREMENT. This Agreement shall be binding upon and inure to the
benefit of the parties herein, their respective heirs, successors and
permitted assigns.
e. AMENDMENT. This Agreement may not be amended except in writing
signed by the parties hereto.
f. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which no executed and delivered shall constitute and
original, but all such counterparts shall together constitute one and the
same instrument. Any such counterpart may comprise one or more duplicates or
duplicate signature pages any of which may be executed by less than all of
the parties provided that each party executes at least one such duplicate or
duplicate signature page.
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IN WITNESS THEREOF, the parties hereto have hereunto set their hands on the
date above written.
WITNESSED BY:
Xxxxx X. Xxxxxx O.D. Feb 20, 1997
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Name Dated
/s/ XXXXX X. XXXXXX O.D.
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Signature
"DOCTOR"
Xxxxxx X. Xxxxxx M.D. Feb 20, 1997
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Name Dated
/s/ XXXXXX X. XXXXXX M.D.
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Signature
"TRUEVISION"
TRUEVISION LASER CENTER OF ALBUQUERQUE, Inc.
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Name Dated
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Signature Title
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