EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is executed this
25th day of September, 1997, by and between Sierra Primary Care Medical Group,
Inc., a California professional corporation (hereinafter referred to as the
"Employer"), and Karunyan Xxxxxxxxxxxx, M.D. (hereinafter referred to as the
"Physician").
R E C I T A L S
A. Employer owns and operates a medical practice, under the name Sierra
Primary Care Medical Group, Inc. (the "Practice"), located at 0000 Xxxx Xxxxxxxx
Xxxx., Xxxxxxxx, Xxxxxxxxxx 00000; 00000 00xx Xxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxx; and 00000 00xx Xxxx, Xxxxxxxxx, Xxxxxxxxxx.
B. Physician was formally a shareholder of Employer, but sold his
shares to Prospect Medical Group, Inc., a California professional corporation;
and
C. Following such sale, Employer desires to obtain the services of
Physician, and Physician desires to be employed by Employer, upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. TERMS AND CONDITIONS OF EMPLOYMENT
1.1 EMPLOYMENT. Employer hereby employs Physician and Physician hereby
accepts employment at the Practice subject to the terms and conditions
hereinafter set forth.
1.2 SERVICES TO BE PROVIDED. Physician shall render such services as
may be mutually agreed upon by Physician and Employer as being required for the
administration and operation of the Practice. Physician shall also provide
medical services at the Practice as mutually agreed upon by Physician and
Employer.
1.3 FACILITIES. Employer agrees to provide adequate office space for
the performance of the duties of Physician as contemplated in this Agreement
including, but not limited to, an appropriate examination room and waiting room
space at the Practice for conducting Physician's medical services in conformity
with the prevailing standard of care in the community.
1.4 NON-PHYSICIAN PERSONNEL. Through necessary arrangements, Employer
will provide Physician with adequate non-physician personnel including, but not
limited to, nursing staff, reception and secretarial staff, to assist Physician
in the performance of his or her duties.
Physician may recommend certain persons to Employer for any or all of the
above positions, provided that all hiring and firing decisions shall be made
by Employer in its sole discretion.
1.5 QUALIFICATIONS.
(a) Physician hereby represents and warrants to Employer that
Physician:
(i) Is currently duly licensed and qualified to engage in
the practice of medicine in the State of California pursuant to the requirements
of the Medical Board of California;
(ii) Has or will obtain such qualifications required to
meet the criteria necessary to provide professional services at the Practice;
(iii) Has all necessary narcotics and controlled substances
registration numbers and licenses for the performance of his duties hereunder;
(iv) In no state has Physician's license to practice
medicine ever been suspended, restricted, denied or revoked:
(v) Has never been reprimanded, sanctioned or disciplined
by a licensing board or state or local medical society or specialty board or any
healthcare facility;
(vi) Physician has maintained professional liability
insurance coverage in the amount of $1,000,000 individually, and $3,000,000 in
the aggregate;
(vii) No action based on an allegation of malpractice by
Physician has ever been settled by payment to the plaintiff of an aggregate
amount in excess of Thirty Thousand Dollars ($30,000); and
(viii) Has never resigned from or been denied membership or
reappointment of membership on the medical staff of any hospital, and no
hospital medical staff membership or clinical privileges of Physician have ever
been suspended, curtailed, denied or revoked.
(b) In the event any representation or warranty set forth above
becomes untrue or inaccurate in any material respect during the Term (as
hereinafter defined), Physician shall send the Practice a notice (the "Physician
Warranty Notice") within ten (10) days thereafter setting forth with reasonable
particularity the reasons why such representation or warranty has become untrue
or inaccurate.
(c) In addition, Physician shall at all times during the Term of
this Agreement comply with applicable federal, state and municipal laws
including, without limitation, all
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licensing requirements, other applicable statutes and ordinances, rules and
regulations of governmental agencies regulating Physician's profession, and
applicable ethical standards.
1.6 FEES, XXXXXXXX AND COLLECTIONS. Employer shall xxxx and collect
all fees for the services that are provided for the patients of Physician
("collected revenues"), and Physician agrees that Physician shall not take
any actions whatsoever to xxxx (or cause to be billed, other than by Employer
or its designee) any patient or other individual or entity for any such
services. The fees for services rendered by Physician shall be established by
Employer. The fees for services may be changed from time to time by Employer
to reflect charges that may have been agreed upon between Employer and
third-party providers, including insurance companies, managed care plans,
HMOs and PPOs. Employer (or its designee) shall xxxx Physician's charges and
collect payments for all Physician's services, and Physician agrees to work
with Employer's office staff to ensure the prompt billing of all patients for
all services rendered and to use his or her best efforts to help office staff
(or Employer's designee) collect all patient accounts. The "Physician
charges" shall mean all xxxxxxxx for all of Physician's services provided
hereunder. All fees from xxxxxxxx generated by Physician shall be the sole
and exclusive income of Employer, and Physician expressly and irrevocably
transfers, assigns or otherwise conveys to employer all right, title and
interest of Physician in and to any fees resulting from or incident to
Physician's practice of medicine under this Agreement.
1.7 PHYSICIAN MEDICAL RECORDS. The medical records maintained by
Physician relating to patients seen by him during the term of this Agreement are
the property of Employer, and Physician will comply with all applicable laws
with regard to maintaining them.
1.8 EMPLOYMENT. Physician agrees to devote his professional working
time and attention to the practice of medicine and the management of the
Practice for the benefit of the Practice under the terms of this Agreement.
Physician shall not engage in the practice of medicine, either directly or
indirectly, alone or in association with others, including covering calls for
other physicians except as an employee of Employer and for the benefit of
Employer and the Practice. Further, Physician shall not become an employee of
any other group, hospital or institution wherein Physician provides direct or
indirect services to patients of such entities. All fees and xxxxxxxx produced
by Physician for services for patients other than patients of the Practice shall
be income of the Practice. Physician's duties shall include, but not be limited
to the following:
(a) Providing professional medical services within Physician's
field of practice to any and all patients of the Practice in any office of the
Practice, regardless of whether the patients are covered by managed care plans,
Medicaid (Medi-Cal) or Medicare plans;
(b) Keeping, preparing and maintaining appropriate records,
claims reports and correspondence (including, without limitation, patient
charts) relating to all services rendered by him under this Agreement in
accordance with all Practice, professional, and governmental record
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keeping and reporting requirements, all of which records shall be and remain
the property or in the possession of Employer;
(c) Attending professional conventions and medical education
seminars and generally performing all things necessary to maintain and improve
his medical practice and professional skills, provided that all absences from
the Practice for such purposes must be approved in advance by Employer, in its
sole discretion; and
(d) Performing such other duties as Employer shall from time to
time reasonably direct.
Nothing in this Agreement is intended nor shall be construed as
limiting or restricting Physician's right to engage in any activity unrelated to
the direct practice of medicine, provided that such activities do not interfere
with Physician's performance of his obligations hereunder. The parties agree
that nothing herein shall be construed to limit Inpamani Xxxxxxxxxxxx, M.D., the
spouse of Physician, from practicing medicine.
During the Term, Physician shall not, at any time or place, either
directly or indirectly, engage in the practice of medicine or surgery to any
extent whatsoever, except pursuant to and in accordance with this Agreement.
Except as otherwise expressly provided herein, Physician shall comply with all
policies and procedures applicable to Practice employees generally.
Nothing herein shall be construed to prevent Physician from
receiving honoraria or other stipends for performing services outside the scope
of his employment hereunder; provided however, that Physician shall not perform
any such services on behalf of any competitor of Employer or its affiliates.
Further, Physician shall be entitled (i) to perform charity services in India or
while on vacation, and (ii) to "cover," without compensation, for other
physicians, provided that physician spends no more than twelve (12) days per
year covering for other physicians.
2. COMPENSATION
2.1 SALARY. Employer shall pay Physician Two Hundred Thousand Dollars
($200,000) annually. Employer shall pay Physician on a bi-weekly basis in
arrears in accordance with Employer's policies in effect from time to time.
Such salary shall be increased at Employer's sole discretion, based on
performance criteria established by Employer.
2.2 BENEFITS. During the term of this Agreement, Employer shall provide
Physician and his or her beneficiaries with certain employment benefits
commensurate with those received by Employer's and Prospect Medical Holdings,
Inc. senior management, including, but not limited to, the following:
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(a) Physician shall be entitled to participate in Employer's
retirement 401(k) and other benefit plans as offered from time to time at a
level commensurate with the retirement benefits offered to Employer's other
employees;
(b) A policy of disability insurance;
(c) Participation in Employer's Stock Option Plan;
(d) A policy of medical insurance for Physician and Physician's
immediate family;
(e) A policy of dental insurance for Physician and Physician's
immediate family; and
(f) A policy of vision insurance for Physician and Physician's
immediate family.
However, with respect to the foregoing benefits, Employer's life insurance
company, if any, and/or disability insurer, if any, may require Physician to
satisfactorily pass a physical examination in order to issue a life insurance
policy to Physician, and Physician shall comply with all such reasonable
requirements. In addition, Employer may elect to obtain key-man life insurance
coverage on Physician, and Physician agrees to submit to any required
examination therefor.
2.3 FRINGE BENEFITS/REIMBURSEMENT OF EXPENSES. During the term of this
Agreement, Employer shall provide Physician with the following fringe benefits
or reimburse the following expenses, as the case may be, which are incurred in
the performance of Physician's duties on behalf of the Company:
(a) reimbursement of up to $800 per month for automobile
expenses;
(b) reimbursement of up to $400 per month for phone expenses; and
(c) reimbursement of up to $1,000 per year for continuing
education classes.
2.4 VACATION BENEFITS. Physician shall be entitled to four weeks of
paid vacation each year, commencing on the date hereof. Additionally, Physician
shall be entitled to take up to one week per year for continuing medical
education classes.
2.5 MALPRACTICE INSURANCE. Employer will purchase and maintain a
professional liability insurance policy for Physician which will cover acts or
omissions commencing with the Effective Date through the termination of this
Agreement at a level commensurate with that paid Employer for other physician
employees.
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3. TERM AND TERMINATION OF AGREEMENT
3.1 CONTRACT TERM. The initial term of this Agreement shall commence on
September 25, 1997 (the "Effective Date"), and shall continue for a period of
three (3) years, terminating on September 24, 2000, subject to earlier
termination of this Agreement as provided herein.
3.2 TERMINATION WITHOUT CAUSE. No party may terminate this Agreement or
Physician's employment hereunder, without cause.
3.3 TERMINATION BY EMPLOYER. Employer may terminate Physician's
employment hereunder at any time for "cause" by giving notice of termination
(the "Termination Notice") to the Physician. Cause includes the following:
(a) Upon material violation by Physician of any provisions of
this Agreement or the rules, policies, and/or procedures of the Practice.
(b) Upon repeated failure by Physician to meet utilization,
performance, or productivity standards established by Employer for the Practice.
(c) Upon revocation, cancellation, suspension or limitation of
Physician's professional license, or disciplinary action in any state by an
appropriate licensing authority including, without limitation, the revocation,
suspension, limitation, or reduction of such license or of Physician's DEA
license.
(d) Upon cancellation of Physician's coverage, or his
uninsurability, under the terms and conditions of the professional liability
insurance provided by Employer as set forth above.
(e) Upon the imposition of any restrictions or limitations on
Physician by any governmental or professional authority having jurisdiction over
Physician to such an extent that Physician cannot engage in the practice of
medicine as required hereunder.
(f) Upon Physician's conviction of a felony or crime of moral
turpitude.
(g) Upon repeated failure by Physician to conform and comply with
Employer's professional requirements concerning maintenance of medical records.
(h) Upon the use of alcohol or a controlled substance which
materially impairs the ability of Physician to effectively perform Physician's
duties and obligations under this Agreement.
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(i) If Employer, in good faith, determines that Physician is not
providing adequate patient care or that the health, safety or welfare of
patients is jeopardized by continuing the employment of Physician.
(j) In the event the performance by either party hereto of any
term, covenant, condition or provision of this Agreement should jeopardize (1)
the licensure of Employer, any Affiliate of Employer, or Physician, or (2)
Employer's (or any Affiliate's) or Physician's participation in, or
reimbursement from, Medicare, Medicaid (Medi-Cal) or other reimbursement or
payment programs; or if for any other reason said performance should be in
violation of any statute, ordinance, or be otherwise deemed illegal, by a state
or federal court or governmental agency (collectively, "Jeopardy Event"), then
the parties shall use their best efforts to meet forthwith and attempt to
negotiate an amendment to this Agreement to remove or negate the effect of the
Jeopardy Event. In the event the parties are unable to negotiate such an
amendment within fifteen (15) days following such notice, then the provisions of
this Agreement that give rise to the Jeopardy Event shall be ineffective only to
the extent that they are in contravention of applicable law or otherwise give
rise to the Jeopardy Event, without invalidating the remaining provisions of
this Agreement, unless the same should defeat an essential business purpose of
this Agreement.
3.4 TERMINATION BY PHYSICIAN. Physician may terminate his or her
employment hereunder at any time for "cause." Cause is limited to a material
breach by Employer of a material term of this Agreement by Employer. In the
event Physician terminates this Agreement for cause, termination shall be
effective upon two (2) weeks notification to Employer by Physician. In such
case, upon notification, Employer shall have a two (2) week period in which to
cure such breach.
3.5 EFFECT OF TERMINATION. Unless otherwise set forth below, Physician
shall not be entitled to any severance pay upon the termination this Agreement
by Employer for cause; Physician shall only be entitled to receive accrued but
unpaid salary through the date of such termination. Upon and after termination
of this Agreement, Physician will be provided full access to copy Employer
patient medical records in the event of a malpractice action or administrative
investigation or proceeding against Physician.
4. CONFIDENTIALITY/TRADE SECRETS. Physician acknowledges that his position
with the Practice will be one of the highest trust and confidence both by reason
of his position and by reason of his access to and contact with the trade
secrets and confidential and proprietary business information of Employer and
all of its Affiliates (as defined below), during the term of this Agreement and
thereafter. Physician covenants and agrees as follows:
4.1 PROTECTION. That Physician shall use his best efforts and
exercise utmost diligence to protect and safeguard the trade secrets and
confidential and proprietary information of Employer and its "Affiliates"
(which term as used in this Agreement shall include any person, corporation,
partnership, general partner or other entity that (i) provides management or
other
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services to the Practice ("Manager"), or (ii) directly, or indirectly through
one or more intermediaries, controls or is controlled by or is under common
control with Employer or Manager), including, without limitation, their trade
secrets, proprietary information, the identity of their customers and
suppliers, their arrangements with their customers and suppliers, and their
technical data, records, compilations of information, processes, computer
software, and specifications relating to their customers, suppliers, products
and services (collectively, "Confidential Information").
4.2 NONDISCLOSURE. That Physician shall not disclose any Confidential
Information, except as may be required in the course of his employment or as may
be required by law.
4.3 NON-USAGE. That Physician shall not use, directly or indirectly,
for his own benefit or for the benefit of another, any Confidential Information.
The covenants contained in this Section 4 shall not be applicable to any
information which is in the public domain other than as a result of action by
Physician or which Physician can establish was obtained from sources other than
Employer or any of its Affiliates, who are not under a duty of nondisclosure.
All Confidential Information and all files, records, documents, drawings,
specifications, computer software, memorandums, notes, or other documents
relating thereto or otherwise relating to the business of Employer and its
Affiliates or the Practice, whether prepared by Physician or otherwise coming
into his possession, shall be the exclusive property of Employer (and/or its
Affiliates, as applicable) and shall be delivered to Employer or its Affiliates
as appropriate and not retained by (nor any copies thereof retained by)
Physician upon termination of his employment for any reason whatsoever.
5. NON-SOLICITATION; NON-DIVERSION.
5.1 PLAN MEMBER CONTACT. Physician acknowledges and agrees that
Employer has expended a great deal of time, effort and money in developing
its business and obtaining the patients enrolled in prepaid capitated health
plans (each a "Plan Member") that are enrolled with Employer, and that all of
the patients to whom Physician renders professional medical services pursuant
to this Agreement are and will remain patients of Employer ("Employer
Patients"). Because of this, Employer considers, and Physician acknowledges,
that the Employer Patients constitute an important corporate asset and
Employer's Plan Member lists constitute valuable proprietary information. In
consideration of Employer providing current Employer Patients (I.E. Plan
Members), as well as future Employer Patients, to Physician, Physician
acknowledges and agrees that Employer will suffer irreparable harm and injury
if Physician attempts to, or does, communicate with Employer Patients in any
way concerning termination of this Agreement or concerning any other Employer
business matter. As such, Physician expressly waives any rights (including
those set forth in California Business and Professions Code Section 651) to
contact Employer Patients in any way about the termination of this Agreement
or about any other Employer business matter. Physician agrees that, except
to the extent that Employer has provided written authorization, Physician
shall not directly contact Employer Patients, their employers or
8
health plans in regard to business related matters pertaining to Employer
contracted heath plans including, but not limited to, (1) switching plans or
similar entities or contracting directly with Physician (or some other
provider organization that Physician is a member of) instead of Employer; (2)
the options Employer Patients have to transfer to other plans (or to switch
to other providers as a result of termination of this Agreement; or (3) the
fact that the Employer Patient will no longer be able to obtain services from
Physician. Understanding and acknowledging the foregoing, Physician agrees
to cooperate fully with Employer in any communications to Employer Patients
concerning termination of this Agreement and other Employer business matters,
and Physician agrees not to interfere in any way with the relationship
between Employer and Employer Patients. In the event that Physician violates
this provision, Employer may seek a temporary restraining order and/or
injunction to preclude such activity, as well as all appropriate damages
resulting from Physician's breach of this provision. Notwithstanding the
foregoing, nothing contained herein shall be construed to limit the
Physician's opportunity to discuss with any Employer Patient information
relevant to such Employer Patient's medical condition, including such
Employer Patient's treatment options, alternative plans or other coverage
arrangements.
5.2 NON-SOLICITATION OF PLAN MEMBERS. As part of the consideration for
Employer to enter into this Agreement, during the initial and any succeeding
term of this Agreement and for a period of three (3) years following the date of
termination of this Agreement, Physician will not directly or indirectly, either
individually or on behalf of or as a provider for any person or entity other
than Employer whose business competes with the business of Employer, (i) advise
any Employer Plan Member or patient to disenroll from Employer, or (ii) solicit
any Plan Member or patient or any Plan Member's or patient's employer to become
enrolled with any other health maintenance organization, provider organization,
or any other similar hospitalization or medical payment plan or insurance
program. Physician shall use his best efforts to ensure that no employee, agent
or independent contractor of Physician makes any derogatory remarks regarding
Employer to any Plan Member, Plan Member's employer, health plan or health
maintenance organization.
5.3 OTHER AGREEMENTS FOLLOWING TERMINATION. Nothing contained herein
shall prevent Physician, following the termination of this Agreement, from:
(a) Entering into contracts or other agreements with any
capitated health plan that does not have an agreement or contract with Employer
as of the date of this Agreement;
(b) Providing services to fee for service patients; or
(c) Joining or otherwise becoming a member of an independent
practice association or physician network.
Notwithstanding the foregoing, in the event an Employer Patient seeks,
without being solicited or otherwise contacted by Physician or any agent of
Physician in violation of the
9
provisions of Sections 5.1 and 5.2 herein, to receive medical services from
Physician and Physician desires to provide medical services to such former
Employer Patient, Physician shall only be entitled to provide such services
as an outside provider of Employer under the terms of Employer's standard
participating provider agreement then in effect, and pursuant to Employer's
agreement with the respective health plan under which the capitation payments
for such former Employer Patient are paid.
6. REMEDIES FOR BREACH OF COVENANTS OF PHYSICIAN. The covenants set forth in
Sections 4 and 5 of this Agreement shall continue to be binding upon Physician
notwithstanding the termination of his employment with Employer for any reason
whatsoever. Such covenants shall be deemed and construed as separate agreements
independent of any other provision of this Agreement. The existence of any
claim or cause of action by Physician against Employer or any of its Affiliates,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by Employer or any of its Affiliates of any or all of
such covenants. It is expressly agreed that the remedy at law for the breach of
any such covenant is inadequate and that temporary and permanent injunctive
relief shall be available to prevent the breach or any threatened breach
thereof, without the necessity of proof of actual damages and without the
necessity of posting a bond, cash or otherwise. In this connection, Physician
agrees not to assert any defense that monetary damages would be sufficient.
7. DEFAULT. Any default by Employer in the payment when due, of any amount
owed by Employer to Physician under the Contingent Promissory Note, of even date
herewith, payable from Employer to Physician, in the principal amount of
$1,125,000, which default continues for a period of ten (10) days, shall
constitute a default under this Agreement. Upon written notice from Physician
of such default, Employer shall have a thirty (30) day period in which to cure
such default. In the event Employer fails to cure such default within thirty
(30) days of such notice, at Physician's option, except for the provisions
contained in Sections 4 and 5 hereinabove, which shall remain in full force and
effect, this Agreement shall terminate and Physician shall have no further
obligations hereunder.
8. ARBITRATION. The parties firmly desire to resolve all disputes arising
hereunder without resort to litigation in order to protect their respective
business reputations and the confidential nature of certain aspects of their
relationship. Accordingly, any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration as set
forth below.
8.1 All disputes which in any manner arise out of or relate to this
Agreement or the subject matter thereof, shall be resolved exclusively by
arbitration in accordance with the provisions of this Section 8. Either party
may commence arbitration by sending a written demand for arbitration to the
other party, setting forth the nature of the controversy, the dollar amount
involved, if any, and the remedies sought, and attaching a copy of this Section
to the demand.
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8.2 There shall be one arbitrator. If the parties shall fail to select
a mutually acceptable arbitrator within ten (10) days after the demand for
arbitration is mailed, then the parties stipulate to arbitration before a single
arbitrator sitting on the Los Angeles, California Judicial Arbitration Mediation
Services (JAMS) panel, and selected in the sole discretion of the JAMS
administrator.
8.3 The parties shall share all costs of arbitration. The prevailing
party shall be entitled to reimbursement by the other party of such party's
attorneys' fees and costs and any arbitration fees and expenses incurred in
connection with the arbitration hereunder.
8.4 The substantive law of the State of California shall be applied by
the arbitrator.
8.5 Arbitration shall take place in Los Angeles, California unless the
parties otherwise agree. As soon as reasonably practicable, a hearing with
respect to the dispute or matter to be resolved shall be conducted by the
arbitrator. As soon as reasonably practicable thereafter, the arbitrator shall
arrive at a final decision, which shall be reduced to writing, signed by the
arbitrator and mailed to each of the parties and their legal counsel.
8.6 All decisions of the arbitrator shall be final, binding and
conclusive on the parties and shall constitute the only method of resolving
disputes or matters subject to arbitration pursuant to this Agreement. The
arbitrator or a court of appropriate jurisdiction may issue a writ of execution
to enforce the arbitrator's judgment. Judgment may be entered upon such a
decision in accordance with applicable law in any court having jurisdiction
thereof.
8.7 Notwithstanding the foregoing, because time is of the essence of
this Agreement, the parties specifically reserve the right to seek a judicial
temporary restraining order, preliminary injunction, or other similar short term
equitable relief, and grant the arbitrator the right to make a final
determination of the parties' rights, including whether to make permanent or
dissolve such court order.
8.8 The decision and award of the arbitrator shall be kept confidential
by the parties to the greatest extent possible. No disclosure of such decision
or award shall be made by the parties except as required by law or as necessary
or appropriate to effect the enforcement thereof.
9. CONTRACTS. Physician shall not have the right or authority and hereby
expressly covenants not to, enter into a contract in the name of Employer or the
Practice or otherwise bind Employer or the Practice, in any way, without the
express written consent of Employer. Physician shall hold Employer and the
Practice harmless from any loss attributable to a violation of this covenant.
10. USE OF PREMISES. Physician covenants not to use, or permit any other
personnel under the control of Physician to use, any part of the premises of the
Practice for any purpose other than the performance of services hereunder.
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11. MISCELLANEOUS.
11.1 NOTICES. Any notice, demand, or communication required, permitted
or desired to be given hereunder shall be deemed effectively given when
personally delivered or mailed by prepaid certified mail, return receipt
requested, addressed as follows:
Physician: Karunyan Xxxxxxxxxxxx, M.D.
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
with a copy to: Xxxxx & Xxxxxx
000 X. Xxxxxx Xx., Xxx. 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
Employer: Sierra Primary Care Medical Group, Inc.
c/o Prospect Medical Group, Inc.
00000 Xxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx XxXxxxxx, M.D.
with a copy to: Xxxxxx & Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx, 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
11.2 GOVERNING LAW. This Agreement has been executed and delivered and
shall be interpreted, construed, and enforced in accordance with the laws of the
State of California.
11.3 ENFORCEMENT. In the event that either party shall be required to
enforce the terms of this Agreement, whether with or without arbitration, the
prevailing party shall be entitled to recover the costs of such action,
including reasonable attorneys' fees.
11.4 ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement of the parties with respect to the subject matter hereof and may not
be amended except in writing signed by both of the parties hereto. No oral
statements or prior written materials not specifically incorporated herein shall
be of any force or effect.
11.5 SEVERABILITY. In the event any provision of this Agreement is held
to be unenforceable or void for any reason, the remainder of the Agreement shall
be unaffected and shall remain in full force and effect in accordance with its
terms, unless such unenforceability or voidness defeats an essential business
term hereof.
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11.6 NO ASSIGNMENT; BINDING EFFECT. Physician shall not assign this
Agreement to any other party or parties without the prior written consent of
Employer. Except for an assignment to Imperial Bank, a California banking
corporation, pursuant to applicable law. Employer shall not assign this
Agreement to any other party or parties without the prior written consent of
Physician. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
11.7 HEADINGS. The headings used herein are for convenience only and do
not limit the contents of this Agreement.
11.8 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed to be an original, but all of which together will
constitute one and the same agreement.
11.9 CHANGE OF CIRCUMSTANCES. In the event (i) Medicare, Medicaid
(Medi-Cal), any third-party payor or any federal, state or local legislative or
regulatory authority adopts any law, rule, regulation, policy, procedure or
interpretation thereof which establishes a material change in the method or
amount of reimbursement or payment for services under this Agreement, or (ii)
any or all of such payors/authorities impose requirements which require a
material change in the manner of either party's operations under this Agreement
and/or the costs related thereto, then, upon the request of either party
materially affected by any such change in circumstances, the parties shall enter
into good faith negotiations for the purpose of establishing such amendments or
modifications as may be appropriate in order to accommodate the new requirements
and change of circumstances while preserving the original intent of this
Agreement to the greatest extent possible. If, after thirty (30) days of such
negotiations, the parties are unable to reach an agreement as to how or whether
this Agreement shall continue, then either party may terminate this Agreement
upon thirty (30) days prior written notice.
11.10 COMPLIANCE WITH LAW. The parties recognize that this Agreement at
all times is to be subject to applicable state, local and federal law.
11.11 WAIVERS. Waivers of any of the provisions hereof may be effective
only if signed by the party intending to be bound thereby.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties on the
day and year first above written.
EMPLOYER: PHYSICIAN:
SIERRA PRIMARY CARE MEDICAL
GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx M.D. /s/ Karunyan Xxxxxxxxxxxx
------------------------------ --------------------------------
Xxxxx X. Xxxxxx, M.D. Karunyan Xxxxxxxxxxxx, M.D.
14
