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Exhibit 10(ab)
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is entered as of the August 8, 1997 (the "Effective
Date"), by and between the party of the first part, consisting of OMEGA HEALTH
SYSTEMS, INC., a Delaware business corporation ("Omega") and XXXXX XXXXXXX,
M.D. ("Xx. Xxxxxxx") an individual residing in the State of Illinois.
WITNESSETH
WHEREAS, Omega requires the services of an individual who is
knowledgeable and experienced in the professional practice of ophthalmology to
serve as Omega's National Medical Director;
WHEREAS, Omega wishes to engage Xx. Xxxxxxx as Omega's National
Medical Director; and
WHEREAS, Xx. Xxxxxxx wishes to be so engaged;
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual promises and covenants hereinafter set forth the parties agree as
follows:
1. SCOPE OF ENGAGEMENT
1.1. MEDICAL DIRECTOR SERVICES. (a) Xx. Xxxxxxx agrees to
serve as Omega's National Medical Director. The
duties of the National Medical Director shall be to
assist, on an as-needed basis, in the medical
management and administration of Omega's business,
including but not limited to:
(1) acting as liaison between Omega and
professionals practicing within the Omega
Health System;
(2) establishing, in conjunction with Omega
management and representatives of
professionals practicing within the Omega
Health Systems, protocol, criteria, sand
standards for utilization management and
quality assurance of services provided by
such professionals;
(3) credentialing and peer review; and
(4) coordinating all professional and allied
health services provided within the Omega
Health System.
No part of the duties of Xx. Xxxxxxx as Medical Director shall include the
delivery of professional medical services to patients.
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1.1(b). The parties agree that the compensation for services
provided herein is based on a total of 24 days per
year. The parties will re-evaluate the compensation
level if this amount of time proves to be
unsatisfactory.
1.2 SCHEDULING. Subject to specific time commitments
specified above, the parties understand and agree
that Xx. Xxxxxxx is to perform services under this
Agreement on a part-time, as-is needed basis, with
no schedule of fixed or definite hours. Xx.
Xxxxxxx'x availability to provide services under
this Agreement shall be jointly determined from time
to time by Omega and Xx. Xxxxxxx, and shall
accommodate the reasonable needs of System in
obtaining the services called for under this
Agreement. All services of Xx. Xxxxxxx called for
under this Agreement shall be performed by Xx.
Xxxxxxx, or such other duly qualified professional
employee as shall be approved by Omega in its sole
discretion.
2. COMPENSATION FOR SERVICES AND PAYMENT OF EXPENSES.
2.1 DIRECT COMPENSATION. As direct compensation for
services provided by Xx. Xxxxxxx under this
Agreement; Omega shall pay to Xx. Xxxxxxx the sum of
$50,000 per year. Such amount shall be payable in
monthly increments on the first day of each month
during the term of this Agreement.
2.2. PAYMENT OF EXPENSES. In addition to the foregoing,
Xx. Xxxxxxx shall be entitled to reimbursement from
Omega for ordinary and necessary business expenses
reasonably incurred by Xx. Xxxxxxx in performing the
services called for under this Agreement.
Reimbursable expenses shall include, but shall not
be limited to: long distance telephone calls;
photocopies; facsimile transmissions; delivery and
courier services; travel expenditures for air fare,
car expenses related to business use on a lease or
mileage basis, servicing and use expenses; meals,
lodging. All Reimbursement requests shall be
accompanied by appropriate receipts.
2.3. EMPLOYMENT-RELATED TAXES AND EXPENSES. Omega shall
bear no responsibility for any taxes or expense
which may arise out of the relationship between the
parties under this Agreement, including but not
limited to the taxes imposed by the Federal
Insurance Contribution Act (FICA), the Federal
Unemployment Tax Act (FUTA), Federal income tax
withholding, worker's compensation insurance, or any
other employment-related tax or expense. Such taxes
and expenses, to the extent applicable, shall be the
sole responsibility of Xx. Xxxxxxx.
2.4. NAME AND ADDRESS OF PAYEE. The benefits conferred on
Xx. Xxxxxxx under this Agreement shall be paid or
delivered, at the address provided at the end of
this Agreement for notices to be sent, or such other
address as may be provided by Xx. Xxxxxxx to Omega
by proper written notice under this Agreement.
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3. TERM AND TERMINATION.
3.1. TERM. The initial term of this Agreement shall be
from September 1, 1997 through September 1, 2002.
This Agreement shall renew automatically for one
year terms thereafter. This Agreement may be
terminated by either party for any reason with 120
days written notice of termination.
4. INSURANCE.
Omega shall maintain throughout the term of this Agreement, at its
sole expense, comprehensive professional and general liability insurance
coverage for itself and its officers, directors, employees and agents,
including National Medical Director. Such general liability insurance coverage
shall be provided in the amount of not less than one million dollars
($1,000,000.00), combined single limit. Such professional liability insurance
coverage shall be provided in the amount of not less than three million dollars
($3,000,000.00) per occurrence, five million dollars ($5,000,000.00) annual
aggregate.
5. CONFIDENTIALITY OF PROPRIETARY AND PATIENT INFORMATION.
5.1. Proprietary Information. (a) "Proprietary
Information" as that term is used in this Agreement,
shall be understood to refer to any and all
information regarding the business, assets,
patients, technology, know how, or trade secrets of
Omega or its affiliates, including but not limited
to clinical, pricing information, financial and
budgeting information, and other information
relating to the business of Omega or its affiliates,
whether now existing or hereafter developed.
(b) Omega acknowledges and agrees that any and all
Proprietary Information that has been or is
hereafter obtained by Xx. Xxxxxxx in carrying out
the terms of this Agreement shall be held in
confidence and shall not be disclosed by Consolation
except to Omega, its affiliates, and their agonies
or employees in the proper course of its engagement
hereunder or with the express written permission of
Omega, unless such information was at the time of
the disclosure: (1) information relating to a
patient with whom Xx. Xxxxxxx has established a
physician-patient relationship under Section 2.1 of
this Agreement, in which case such disclosure shall
be strictly limited in scope and content to that
which necessary an appropriate according to Xx.
Xxxxxxx'x sound medical judgment and permitted by
law; (2) generally available from public or
published sources, provided that publication did not
take place in violation of this Agreement or through
the error or omission of Xx. Xxxxxxx; (3) lawfully
obtained from a source under no obligation of
confidentiality to Omega or Xx. Xxxxxxx; (4)
previously disclosed to the public with the written
approval of Omega; or (5) required to be disclosed
pursuant to public law, in which case such
disclosure shall be strictly limited in scope and
content to that which is required by law.
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(c) Upon termination of this Agreement, Xx. Xxxxxxx shall
promptly deliver to Omega all documents, files, data or other
materials belonging to Omega or otherwise relating to the
operations and business of Omega.
(d) The provisions of this Section 5.1 shall survive termination
of this Agreement for any reason.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective as of the day and year first written above.
"Omega" "Xx. Xxxxxxx"
OMEGA HEALTH SYSTEMS, INC. XXXXX XXXXXXX, M.D.
By: By:
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Xxxxxx X. Xxxxx Xxxxx Xxxxxxx, M.D.
DATE: DATE:
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Address for notices to be sent: Address for notices to be sent:
Omega Health Systems, Inc. Xxxxxxx Eye Care
Attention: Xx. Xxxxxx X. Xxxxx Attention: Xx. Xxxxx Xxxxxxx
0000 Xxxxxx Xxx., Xxx. 0000 000 X. Xxxxx
Xxxxxxx, XX 00000 Xxxxxxxx, XX 00000
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