EX-10.63 35 dex1063.htm INDEPENDENT PHYSICIAN AGREEMENT VIRTUAL RADIOLOGIC PROFESSIONALS INDEPENDENT PHYSICIAN AGREEMENT
Exhibit 10.63
VIRTUAL RADIOLOGIC PROFESSIONALS
INDEPENDENT PHYSICIAN AGREEMENT
This Independent Physician Agreement (“Agreement”) is made as of April 12, 2006 (the “Effective Date”), by and between VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company (“Practice”) and Xxxxxx Xxxxxx (“Physician”), sometimes referred to collectively as “the Parties.”
WHEREAS, Physician is an independent medical practitioner, specializing in the field of radiology;
WHEREAS, Physician is agreeable to such engagement.
1. | Provision of Services; Payments |
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2. | Professional Qualifications and Physician Independence |
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the Practice within a reasonable time following Practice’s request. Practice agrees to provide Physician with reasonable assistance, including the preparation and submission of applications necessary to obtain Licenses and Clinical Privileges at each hospital, imaging center, or other medical facility designated by Practice in its sole judgment to permit Physician to provide Services at such facility. Physician shall furnish promptly upon request by Practice all documentation, information or verifications necessary for the preparation and submission of applications for Licenses and Clinical Privileges. Physician shall maintain each License and Clinical Privilege granted to Physician until Practice specifies that such License or Clinical Privilege is no longer required; which shall include fulfillment of any applicable Continuing Medical Education (“CME”) or similar requirements for each state in which Physician holds a License or at each facility where Physician holds Clinical Privileges. Physician shall relinquish a Clinical Privilege upon a request to do so by Practice or by the institution that granted the Clinical Privilege. Practice shall provide Physician with reasonable assistance with maintenance and tracking of CME requirements for each state in which Physician holds a License. Upon termination of this Agreement, Physician and Practice shall share the costs of expenses associated with Licensing and Credentialing as set forth on Exhibit A.
2.4 Medicare Identification and Qualification. Upon request by Practice, Physician shall enroll or maintain enrollment in Medicare and/or similar or comparable public or private third party payor programs, and shall provide Physician’s unique identifying number or similar identification to Practice to facilitate billing. Practice agrees to provide Physician with reasonable assistance in completing and maintaining such enrollments.
a. Physician is and shall at all times remain an independent contractor to Practice. Nothing in this Agreement shall create, or be construed to create, any relationship between Physician and Practice other than that of an independent contractor. Physician hereby consents to Practice identifying Physician among Practice’s independent contractor physicians on Practice’s, or Practice’s management company’s, website.
b. Physician’s obligations under this agreement relate primarily to the provision of Services during agreed Coverage Periods, participation in Practice’s quality assurance program and compliance with applicable state and federal laws and requirements for clinical practice at client facilities. This Agreement permits Physician to, and contemplates that Physician will, conduct any and all other personal, business or professional activities that are not expressly limited or conditioned by this Agreement.
c. Physician acknowledges that the Health Insurance Portability and Accountability Act of 1996 and related regulations (45 C.F.R. Parts 160 and 164) (“HIPAA”) and the Joint Commission
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on Accreditation of Healthcare Organizations (“JCAHO”) require Practice to establish and follow written procedures pertaining to the protection of patient information and the provision of health care services. Physician further agrees to abide by Practice’s written procedures complying with applicable HIPAA and JCAHO requirements in order that Practice and Physician may fulfill their respective legal obligations under HIPAA and in order that Practice may maintain its JCAHO accreditation. Practice’s written procedures applicable to physician are located on the Radiologist Portal.
3. | Financial Arrangements |
3.1 Exclusive Billing. Practice shall xxxx for, collect from Practice’s customers and clients, and own all of the fees that are charged for Physician’s services and all related accounts receivable. Physician shall provide Practice, and at Practice’s request, its customers and clients with all information reasonably necessary to permit such billing in a timely and accurate manner. Physician shall be solely responsible for, and shall indemnify and hold Practice (and Practice’s clients) harmless from, any claims, liabilities and repayment obligations with respect to (a) the accuracy of Physician’s record of claims and (b) Physician’s compliance with federal and state laws (including but not limited to Medicare and Medicaid requirements) relating to the submission or assignment of such claims. Physician acknowledges and agrees that the right to xxxx and collect for Services shall be the exclusive right of Practice. Physician shall not xxxx Practice’s clients or their patients for Services provided.
3.2 Taxes; No Withholdings, Benefits. The Professional Fees set forth in this Agreement are inclusive of all applicable sales, use, gross receipts, excise, value-added, withholding, and other taxes that may be due based on Practice’s payments to Physician under this Agreement, all of which taxes shall be Physician’s sole obligation. Physician acknowledges and agrees that: (a) neither Practice nor any of Practice’s patients or clients will withhold on behalf of Physician pursuant to this Agreement any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body relating to Physician or make available to Physician any of the
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benefits afforded to employees of Practice or of Practice’s clients, and (b) all such withholdings and benefits, if any, are the sole responsibility of Physician.
4. | Patient Records and Information |
5. | Equipment. |
a. Practice shall provide, at no cost to Physician:
(i) | HIPAA compliant computer equipment (“Practice Equipment”) suitable for Physician to perform the Services; |
(ii) | installation and setup instructions for the Practice Equipment and reasonable technical assistance thereafter; and |
(iii) | necessary patches, upgrades, and instructions required to maintain, the security, operation, and HIPAA compliance, of the Practice Equipment. |
b. Physician shall:
(i) | obtain a primary and secondary network access connection meeting the requirements specified by Practice, provided that Practice shall reimburse Physician for the portion of the primary network connection as specified in Exhibit A; |
(ii) | set-up and install the Practice Equipment according to the instructions provided by Practice; |
(iii) | follow Practice’s direction regarding maintenance and operation of the Practice Equipment; and |
(iii) | maintain the Practice Equipment in good order and repair and replace (at Practice’s cost) the Practice Equipment or any part of it that becomes worn out or obsolete. In addition, Physician is solely responsible for any physical damage to the Practice Equipment that occurs on Physician’s premises or otherwise while in Physician’s control. |
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5.3 System Access. Practice will provide Physician with all necessary usernames and passwords to access studies for Clients who have granted Clinical Privileges.
6. | Term and Termination |
c. Automatic Suspension Upon the occurrence of any of the following events, each of which shall constitute a ground for termination for cause, then, without further action by either party, the provisions of Sections 1 of this Agreement shall be immediately suspended pending cure or termination in accordance with subparagraph b of this Section 6.2:
(i) | Physician’s License to practice medicine in any state or Territory of the United States is forfeited or restricted in any way; |
(ii) | Physician’s Clinical Privileges with Clients are terminated, limited or restricted in any manner if, in Practice’s sole discretion, such termination, limitation or restriction would materially affect Physician’s ability to perform under this Agreement; |
(iii) | Physician fails to comply with any requirement under Section 2.1; |
(iv) | Physician becomes ineligible for continued malpractice insurance coverage pursuant to Article 7; |
(v) | Physician is convicted upon trial or plea of the commission of any felony or of the commission of a misdemeanor related to the delivery of health care services or a moral turpitude; |
(vi) | Physician is excluded or debarred from participation in any federally-funded health care program, including the Medicare or Medicaid programs, with the exception of ineligibility based solely on Physician’s geographic location; or |
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(vii) | Physician’s disability. For the purpose of this Section, “disability” means the inability of Physician to provide Services by reason of Physician’s illness or other physical or mental impairment or condition continuing for a period of thirty (30) calendar days; or |
(viii) | If, in the reasonable judgment of Practice’s Medical Director, after consultation with Practice’s Quality Assurance Officer or Quality Assurance Committee, Physician (i) has failed to comply with the requirements of Section 2.5 and (ii) such failure had or may have had an adverse impact on patient care. |
6.3 Consequences of Termination.
7. | Insurance |
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8. | Confidentiality and Prohibition Against Competition |
8.2 Obligation of Confidentiality.
a. Except as required in connection with delivery of the Services hereunder, Physician shall not use or disclose to any person any Confidential Information for any purpose.
b. During the Term and for a period of two years following termination of this Agreement, Physician shall inform Practice of the identity and location of any entity to which Physician provides any services as an employee or independent contractor or in any other capacity if that entity can be reasonably considered to be a competitor to the Practice in the provision of interstate or international teleradiology. Physician acknowledges that the purpose of this information is to allow Practice to inform such entities that Physician is in possession of Confidential Information of Practice. Physician further acknowledges that Physician’s failure to supply the information required by this provision may make Physician personally liable for any use of Practice’s Confidential Information by those companies.
a. induce or attempt to induce any person who is employed by or otherwise engaged to perform services for Practice to cease working for Practice; or
b. induce or attempt to induce any customer, client, vendor, or supplier of Practice to cease doing business with Practice.
a. During the term of this Agreement and for a period of one (1) year thereafter, Physician shall not, subject only to the exclusions set forth in subparagraph (d) hereof, directly or indirectly, engage or participate, either individually or as an employee, contractor, consultant, principal, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business that provides radiology services through the internet, or through a network accessible to the internet, to health care providers located in the United States.
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b. During the term of this Agreement and for a period of two (2) years thereafter, Physician shall not, directly or indirectly participate, either individually or as an employee, contractor, consultant, principal, partner, agent, trustee, officer, director or shareholder of a corporation, partnership or other business entity, in any business that provides radiology services through network or the internet to health care providers that are Practice Clients during the time of Physician’s employment or which the Practice identified to Physician or contacted for purposes of engaging Physician’s services.
c. During the term of this Agreement, Physician shall not engage in the provision of teleradiology services during any scheduled work shifts for anyone other than the Practice.
d. Nothing in this Section 8.4 to the contrary withstanding, Physician (i) may hold less than 1% of the outstanding capital stock of a corporation whose securities are listed on any national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or traded on the over-the-counter market, and (ii) may practice medicine, including teleradiology, in any U.S. State on a local basis. For purposes hereof, “local basis” means (i) the provision of services to patients located within 50 miles of Physician’s principal residence by whatever means or (ii) less than 20% of the Physician’s work load involves the electronic transmission or transportation of radiographs using the means and instrumentalities of interstate commerce, including the internet. Physician may be employee or partner of a practice headquartered in Minnesota, and provide any form of radiology coverage: (1) as long as the practice also provides on-site services on a regular basis at each of the sites where teleradiology services are provided; and (2) Physician meets the other restrictions of this section 8.4d.
e. Practice may refuse during the period for which non-competition limitations apply to provide a list of hospital affiliations for Physician unless Physician is in compliance with the requirements of this Section 8 and reasonably evidences the same to Practice.
8.5 Blue Pencil Doctrine. Physician acknowledges that Practice has expended substantial time and expense in the acquisition, research and development of processes, technology, techniques and products that are unique to Practice or not generally known to others and which could be unfairly taken or used by others in competition with Practice, and further acknowledges that competition with Practice is not based strictly on geographical location. Accordingly, Physician agrees that the restrictions contained in this Article are reasonable. If the scope of the restrictions contained in this Article is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be construed or re-written so as to be enforceable to the maximum extent permitted by law.
9. | Warranties, Indemnification and Limitation on Damages |
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10. | Miscellaneous |
10.2 Amendment. This Agreement may be amended only by a writing that is signed by both parties.
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10.7 Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without reference to the conflict of law provisions thereof. Any dispute, claim or controversy arising out of or related to this Agreement shall be resolved by binding arbitration by a single arbitrator in Minneapolis, Minnesota, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment upon the arbitration award shall be final, binding and conclusive and may be entered in any court having jurisdiction. If for any reason Physician performs Services under this Agreement outside of the United States, Physician agrees to submit to the jurisdiction of, be accountable to, and remain in compliance with, all applicable state and federal law, rules, regulations or executive orders of any U.S. or foreign government, agency or authority, and accreditation authorities including but not limited to the American College of Radiology.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.
VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company | XXXXXX XXXXXX | |||||||
By: | /s/ Xxxx X. Xxxxx | /s/ Xxxxxx Xxxxxx | ||||||
Xxxx X. Xxxxx, M.D., President | Xxxxxx Xxxxxx, M.D. | |||||||
Date: | 4/12/06 | Date: | 4/12/06 | |||||
Address: 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000-0000 Main: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxxxxx.xxx |
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EXHIBIT A
COMPENSATION AND COVERAGE PERIODS
I. | Compensation |
Structure
Practice’s compensation system allows each Physician the flexibility to choose at the inception of his or her engagement by Practice the committed number of hours that Physician will work on a yearly basis, and allows each Physician the opportunity to earn a bonus based upon the number of interpretations performed each quarter.
The compensation table below is based on a full time equivalent to private practice of 2,200 hours. Physician’s actual compensation will be that percentage of the Annual Base Compensation per tier as is set forth below in the Compensation Chart (“Compensation Chart”) determined by the number of hours Physician has agreed to work on a yearly basis (the “Elected Base Compensation”). Elected Base Compensation begins immediately upon Physician’s Start Date.
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Hours; Base Salary
Physician elects to work the following number of hours per year: | 2200 hours | |
Physician shall receive Elected Base Compensation equal to the following percentage of Annual Base Compensation per tier: | 100% | |
Physician’s Adjusted Quarterly Final Reads are: | [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reads. | |
Physician’s Adjusted Annual Final Reads are: | [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Reads. |
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Physician shall receive 1/12th of Elected Base Compensation per month no later than the 10th business day of each month. If Physician commences work after the first day of the month, or provides coverage for less than the entire calendar month, payment will be prorated to reflect the total number of days worked at a rate reflecting the daily rate multiplied by the total number of days worked in that month.
Bonus
Physician is eligible to earn a quarterly bonus payment (“Bonus Payment”) calculated as follows: For each additional [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Final Reads performed by Physician during a calendar quarter that exceed the number of Adjusted Quarterly Final Reads applicable to Physician’s tier, Physician shall receive a payment equal to the amount of the Annual Base Compensation, and without adjustment for Elected Base Compensation, as set forth in the Compensation Chart divided by 4 and multiplied by 2 percent (2%). Bonus Payments will be paid within fifteen days following the last day of each calendar quarter. Bonus Payments shall not be prorated for any reason.
Practice reserves the right to change the Compensation Chart, and tier and bonus requirements upon 90 days prior written notice to Physician.
Network Connection Reimbursement.
Practice shall periodically reimburse Physician for recurring expenses associated with Physician’s primary network connection used solely to provide Services under this Agreement. Practice shall make payment to Physician against Practice’s receipt of reasonable documentation supporting the amount requested. Practice shall not provide reimbursement for any portion of Physician’s secondary network connection.
Amounts reimbursable to Physician shall not exceed $250.00 per month.
II. | Coverage Periods; Additional Hours; Start Date |
For purposes of this Agreement, “Coverage Periods” mean the “Scheduled Hours” shown below for every week of a calendar year beginning on Physician’s Start Date and includes any “Unscheduled Committed Hours.” Unscheduled Committed Hours mean the difference, if any, between the total number of Scheduled Hours in a calendar year and the total number of hours per year that Physician has agreed to work. Additional Hours means hours that the Physician may work beyond the Coverage Period hours.
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Scheduled Hours (CST/CDT Only) | ||||||||||||
8:00AM – 6:00PM | 8:00AM –6:00PM | * | * | 8:00AM – 6:00PM | 8:00AM – 6:00PM | 8:00AM – 6:00PM | ||||||
Thursday | Friday | Saturday | Sunday | Monday | Tuesday | Wednesday |
* | As part of scheduled and back-up coverage Physician shall work up to six weekends each year, including at least one three-day holiday weekend, at a schedule mutually determined between Practice and Physician. Above Physician’s required Hours Per Year, Physicians weekend Services shall be considered Back-up Coverage. |
To the extent of any Unscheduled Committed Hours, Practice will propose to Physician at least thirty days prior to the commencement of a month a schedule for Physician’s Unscheduled Committed Hours for that month, provided that Physician’s total continuous Coverage Period shall never exceed 12 hours. Unless otherwise agreed, each such proposal will be for a minimum of 4 hours and a maximum of 10 hours. Physician agrees to promptly accept or reject the proposal. If Physician rejects the proposal, Practice will submit an alternate proposal, which shall promptly be accepted or rejected by Physician. If Physician rejects both proposals, Practice shall not be obligated to make further proposals, and may assess a prorated charge against Base Compensation otherwise due for the month unless Practice and Physician agree to Additional Hours during the current or a future month.
Unscheduled Time
Physician agrees to be available to provide Services during the Scheduled Hours for a total of 44 weeks during the Initial Period, 42 weeks during the First Renewal Period, and 40 weeks per year thereafter. The parties shall mutually schedule non-working weeks at least three months in advance of the desired non-working week. Up to two weeks of non-working days may be transferred to a successive year, otherwise all unused non-working days shall be considered to be declined by Physician if not scheduled at least three months before the next agreement anniversary date.
In addition, Physician may pre-arrange with Practice for five of the six following Federal Holidays to be Unscheduled Time: Labor Day, Memorial Day, Thanksgiving Day, Christmas Day, New Year’s Day and Fourth of July.
Additional Hours
Physician may propose to Practice that Physician work Additional Hours for the purpose of fulfilling a monthly requirement for Unscheduled Committed Hours, to satisfy any tier requirement for Final Reads, or for Bonus reads. Practice shall use reasonable efforts to accommodate Physician’s request. Additional Hours shall not be separately compensated on an hourly basis, but all Final Reads performed during Additional Hours shall be calculated for purposes of tier placement and Bonus.
Back-up Coverage
Physician shall provide Back-up Coverage of up to twenty-one days per year in addition to Physician’s normally scheduled coverage periods. Back-up Coverage will be scheduled as mutually agreed between Physician and Practice. Unless otherwise agreed, each Back-up Coverage Period will be for a minimum of 4 hours and a maximum of 12 hours. Practice will provide Physician quarterly with a proposed schedule of Back-up Coverage days one month prior to the beginning of the calendar quarter in which
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those Back-up Coverage days are scheduled. If Physician desires days or times other than those proposed by Practice, Physician must notify Practice within two weeks of receiving the proposed schedule and Practice and Physician agree to use their best efforts to choose mutually agreeable days and times. If Physician does not propose alternate days or times, the proposed schedule shall be considered accepted within two weeks of submission by Practice to Physician. Back-up Coverage days will include at most two Fridays, two Saturdays, two Sundays and one Holiday (unless otherwise agreed by Physician). A Holiday falling on a Friday, Saturday or Sunday will be count as both that particular weekend day and as a Holiday. Physician shall be available to read upon 30 minutes prior notice during periods of Back-up Coverage. Back-up Coverage periods will ordinarily be considered Additional Hours; provided, upon mutual agreement of Physician and Practice, Back-up Coverage may be exchanged for compensatory time to be applied against otherwise scheduled hours. Back-up Coverage will not be concurrent with Schedule Hours.
Start Date.
Physician’s Estimated Start Date is: July 1, 2006.
Physician’s Start Date shall occur on the Estimated Start Date shown above provided that Physician has received Licenses in a minimum of 10 states and has received Clinical Privileges at a minimum of 30 medical facilities. Practice will use best efforts to notify Physician 60 days prior to the Estimated Start Date if Practice anticipates that it is unlikely Physician will be able to obtain sufficient Licenses and Clinical Privileges by the Estimated Start Date. In such circumstances, Practice may reschedule the Estimated Start Date, or Physician may elect to commence at the Estimated Start Date at 50% of Elected Base Compensation, and corresponding schedule reduction, pending Physician’s receipt of necessary Licenses and Clinical Privileges. Physician and Practice shall cooperate fully to facilitate Physician receiving the necessary Licenses and Clinical Privileges.
III. | Tail Insurance |
a. Where Physician’s Tail coverage is included in Practice’s annual premium of its malpractice policy and separate Tail coverage is not purchased (i.e. Physician will continue to be covered under Practice’s malpractice policy), the net cost of the Tail policy shall be the percentage of the total Tail Premium equal to the Physician’s net reads for the previous 12 months divided by the total reads performed by Practice for that 12 months. The ‘Tail Premium’ is the cost for Tail coverage stated in Practice’s then-current policy. The Tail cost shall be divided between Physician and Practice according to the schedule below.
If Agreement is terminated | Percentage of Tail payable by Physician** | Percentage of Tail payable by Practice | ||||
0-12 months from Start Date | 0 | % | 100 | % | ||
12-24 months from Start Date | 0 | % | 100 | % | ||
24-36 months from Start Date | 0 | % | 100 | % | ||
More than 36 months from Start Date | 0 | % | 100 | % |
** | Given Physician’s pre-existing tenure at Virtual Radiologic of more than 36 months, all Tail insurance costs have been waived. |
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b. Physician shall pay the cost of separate Tail Coverage purchased by Practice at Physician’s request.
c. Physician’s final payment for Services shall be reduced by the Physician’s assigned Tail cost. Where the final payment for services is not sufficient to cover the Physician’s assigned Tail cost, Physician shall reimburse Practice for such amount within 60 days following termination to prevent loss of Tail coverage. Physician understands that the above costs may represent an effective or liquidated cost to Practice for inclusion of Physician under Practice’s existing or future insurance policies.
d. Physician understands that the Tail only covers conduct alleged to have occurred based on Services provided under this Agreement. Physician is responsible for independently seeking insurance to cover conduct occurring after termination of this Agreement, and for services performed during the Term but outside the scope of this Agreement.
e. Where Physician’s Tail Coverage is included in Practice’s group medical malpractice policy, Practice shall provide Tail Coverage for a period of seven (7) years after termination of this agreement, provided that such coverage is commercially available from Practice’s carrier under Practice’s group medical malpractice policy. If seven (7) years of Tail Coverage is not commercially available from Practice’s carrier, then Practice shall provide coverage for the maximum length of time that is commercially available under its group medical malpractice policy.
IV. | Licensing and Credentialing Expenses. |
Upon occurrence of any of the events set forth in Section 6.3.b of the Agreement, Physician will reimburse to Practice the Licensing Fees and the Credentialing Fees that Practice has paid on Physician’s behalf as set forth below:
If Agreement is terminated | Physician pays of cost of Licensing and Credentialing Fees*** | Practice pays of cost of Licensing and Credentialing Fees | ||||
0-12 months from Start Date | 0 | % | 100 | % | ||
12-24 months from Start Date | 0 | % | 100 | % | ||
24-36 months from Start Date | 0 | % | 100 | % | ||
More than 36 months from Start Date | 0 | % | 100 | % |
*** | Given Physician’s pre-existing tenure at Virtual Radiologic of more than 36 months, all Licensing and Credentialing Expenses have been waived. |
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EXHIBIT B
STATES
As of the date of this Agreement Physician holds a License to practice medicine in the following states:
CO | CT | FL | GA | IA | ||||
IL | KS | KY | LA | MA | ||||
MI | MN | MO | MT | NH | ||||
TN | TX | WA | WI | SC | ||||
NJ | NY | OH | PA |
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EXHIBIT C
Reporting Times
Physician will provide diagnostic reports as follows:
(i) | for ER coverage, all requested Preliminary Interpretations as promptly as reasonably possible, ordinarily within 30 minutes following receipt of all relevant images and history. |
(ii) | for ER coverage, all requested Final Interpretations as promptly as reasonably possible, ordinarily within 30 minutes following receipt of all relevant images and history; provided in the event Physician cannot reasonably render a Final Interpretation within such time, Physician will render a Preliminary Interpretation within 30 minutes and thereafter furnish a Final Interpretation as promptly as reasonably possible, and in any case not longer than 24 hours. |
(iii) | For non-ER coverage, all requested Final Interpretations within 24 hours following receipt of all relevant images and history; provided that, Physician will render Final Interpretations within 2 hours following receipt for customers designated by Practice. |
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ADDENDUM – COMPENSATION FOR ADDITIONAL SERVICES
THIS ADDENDUM to the Independent Physicians Agreement between Virtual Radiologic Professionals, LLC and Xxxxxx Xxxxxx dated April 12, 2006, is made and entered into as of this twenty-second day of June 2006.
New item ‘f.’ is added to Exhibit A, section III as follows:
f. Practice agrees to pay any additional costs of medical malpractice insurance related to the provision of services, in addition to the costs associated with the insurance outlined in section 7.1 of the Agreement; provided however that Practice shall pay up to a maximum amount of $12,001.00 under this section f. during the life of the Agreement, and all amounts paid under this section f. are subject to the following repayment obligations: (a) if this Agreement is terminated or not renewed within 12 months of the effective date of this Agreement, then Physician shall return to Company 100% of the such costs; (b) if this Agreement is terminated or not renewed within 24 months of the effective date of this Agreement, then Physician shall return to Company 66% of the such costs; (c) if this Agreement is terminated or not renewed within 36 months of the effective date of this Agreement, then Physician shall return to Company 33% of the such costs. In each case Physician shall make such payment within 30 days of the date on which the Agreement is terminated or not renewed. Company may also elect to withhold the required amount from Physician’s final compensation payment.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.
VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company | XXXXXX XXXXXX | |||||||
By: | /s/ Xxxx X. Xxxxx | /s/ Xxxxxx Xxxxxx | ||||||
Xxxx X. Xxxxx, M.D. President | Xxxxxx Xxxxxx, M.D. | |||||||
Date: | 6/27/06 | Date: | 6/27/06 | |||||
Address: 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000-0000 Main: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxxxxx.xxx |
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