EXHIBIT 6(c)
CONSULTING SERVICES
AGREEMENT
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THIS CONSULTING SERVICES AGREEMENT is made and executed by and between MD
HealthShares Corporation ("HealthShares"), a Louisiana corporation having its
principal executive offices at Xxxxx 000, 0000 Xxxxx Xxxxxxxx Xxxxxxxxx,
Xxxxxxxx, Louisiana; and Xxxxxx Xxxxxxxx LLP, ("Xxxxxx Xxxxxxxx") a professional
limited liability partnership having its offices at Suite 2200, 000 Xxxxxxxxx
Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000.
Recitals
(a) MD HealthShares was organized and established to serve as a holding
company for the development of a physician-owned and directed health care
provider network and financing entities to operate throughout the state of
Louisiana with a full range of insurance and managed care products, initially
through a health maintenance organization (HMO).
(b) MD HealthShares requires and desires to contract for the provision of
expert consulting services to assist MD HealthShares in the design, development
and organization of and product design for an HMO to be established as a
wholly-owned subsidiary of MD HealthShares.
(c) In response to MD HealthShares's request for proposals from qualified
consultants, Xxxxxx Xxxxxxxx has represented that it possesses the requisite
expertise, experience and professional resources to provide the consulting
services required by MD HealthShares.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter expressed, MD HealthShares and Xxxxxx Xxxxxxxx hereby covenant,
stipulate and agree as follows:
(S)1 ENGAGEMENT OF, SERVICES TO BE PERFORMED BY XXXXXX XXXXXXXX. MD
HealthShares hereby engages Xxxxxx Xxxxxxxx to perform, and Xxxxxx Xxxxxxxx
hereby agrees to perform, in cooperation with MD HealthShares, its directors,
attorneys and other consultants, and for and on behalf of MD HealthShares, those
professional consulting and advisory services described by Xxxxxx Xxxxxxxx in
its proposal to MD HealthShares dated October 13, 1995 (the "Proposal"), which
is incorporated herein by reference. Such services shall be undertaken,
performed and completed substantially within the time periods projected in the
Proposal by the employed and contracted professional personnel identified and
designated therein, except as modifications of such time periods and personnel
may be approved or requested by MD HealthShares.
(S)2 PROFESSIONAL FEES. MD HealthShares will compensate Xxxxxx Xxxxxxxx
for its professional services under this Agreement according to the level of
effort required of Xxxxxx Xxxxxxxx to complete the engagement and the time
which Xxxxxx Xxxxxxxx personnel necessarily or appropriately devote to
completion of its services, in accordance with the fees estimated for each of
the several components of such services as delineated at page 16 of the
Proposal; provided, however, that, without respect to the level of effort or
amount of time actually required for completion of any such component of
services, the total amount which MD HealthShares shall be obligated to pay
Xxxxxx Xxxxxxxx shall not exceed the maximum cost estimated for each such
component as set forth at page 16 of the Proposal.
(S)3 REIMBURSABLE EXPENSES. In addition to the professional fees provided
for in the preceding section, MD HealthShares will reimburse Xxxxxx Xxxxxxxx for
usual, customary and reasonable expenses, for travel, lodging, meals,
duplication and communication and other out-of-pocket costs, necessarily or
appropriately incurred by Xxxxxx Xxxxxxxx in its performance of services under
this Agreement.
(S)4 MINIMIZATION OF FEES AND EXPENSES. Xxxxxx Xxxxxxxx will use its best
efforts to keep its professional fees and expenses to the minimum necessary to
satisfactorily accomplish the completion of its consulting services to MD
HealthShares under this Agreement.
MD HEALTHSHARES CORP/ CONSULTING SERVICES
XXXXXX XXXXXXXX LLP AGREEMENT 2
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(S)5 BILLING AND PAYMENT. Xxxxxx Xxxxxxxx shall render monthly written
invoices to MD HealthShares for its professional fees accrued and itemized
reimbursable expenses incurred during the preceding calendar month. Such fees
and expenses shall be payable by MD HealthShares to Xxxxxx Xxxxxxxx within 30
days of the date of issue of any such invoice. In addition to such monthly
invoices, Xxxxxx Xxxxxxxx shall, within 20 days of the conclusion of each
calendar quarter during the term of this Agreement, furnish MD HealthShares with
a detailed written statement reflecting all time devoted by Xxxxxx Xxxxxxxx to
its services hereunder during the preceding calendar quarter, describing the
services and activities of Xxxxxx Xxxxxxxx personnel by date performed, time
incurred, and responsible personnel.
(S)6 RETAINER PAYMENT. As a retainer for Xxxxxx Xxxxxxxx'x services
hereunder, and as a credit against professional fees and expenses to be accrued
and incurred hereunder, concurrently with execution of this Agreement, MD
HealthShares will pay to Xxxxxx Xxxxxxxx the sum of Fifty Thousand and No/100
Dollars ($50,000.00). Such amount shall be retained by Xxxxxx Xxxxxxxx as a
credit against the professional fees and expenses due Xxxxxx Xxxxxxxx hereunder
and shall be credited against the final invoice rendered by Xxxxxx Xxxxxxxx upon
completion of its services under this Agreement, with any balance of such
retainer refunded by Xxxxxx Xxxxxxxx to MD HealthShares.
(S)7 TERMINATION. This agreement shall be deemed terminated on such date
as it has completed the services provided for in (S)1 of this Agreement. This
Agreement, however, and Xxxxxx Xxxxxxxx'x services hereunder may be terminated
by MD HealthShares at any time prior to such term upon 15 days written notice by
MD HealthShares to Xxxxxx Xxxxxxxx of MD HealthShare's intent that this
Agreement be terminated. Upon termination of this Agreement, the parties shall
have no further rights or obligations under this Agreement, for the provision of
services, the payment of professional fees or expenses or otherwise, except as
have accrued as of or prior to the effective date of termination.
(S)8 CONFIDENTIALITY. It is recognized and understood by the parties to
this Agreement that each may have access to confidential or proprietary
information made available by the other. Both MD HealthShares and Xxxxxx
Xxxxxxxx covenant and agree that each shall protect such confidential
information in the same manner as it protects its own confidential information
of like kind.
(S)9 OWNERSHIP, USE OF DELIVERABLES. MD HealthShares shall own the
deliverables produced by Xxxxxx Xxxxxxxx, which shall not include any
proprietary products or methods Xxxxxx Xxxxxxxx may use in the course of the
project. Xxxxxx Xxxxxxxx may and shall retain copies of the same for its
quality assurance purposes. Subject to their obligations of confidentiality,
each of the parties hereto shall be free to use the concepts, techniques, and
know-how used and developed in the project. In any event, Xxxxxx Xxxxxxxx shall
continue to be free to perform similar services for its other clients using its
general knowledge, skills, and experience.
(S)10 LIMITATION OF LIABILITY. Neither Xxxxxx Xxxxxxxx nor MD HealthShares
shall be liable to the other party for more than the fees paid under this
Agreement or for any delays or failures to perform due to causes beyond their
control. Xxxxxx Xxxxxxxx will not be liable for any consequential, incidental,
or punitive loss or expense even if it has been advised of their possible
existence.
(S)11 LIMITATION OF RESPONSIBILITIES. The responsibilities of Xxxxxx
Xxxxxxxx are limited to identification, documentation, and appropriate
communication of recommendations to MD HealthShares, and accordingly, the
ultimate implementation of recommendations is the responsibility of MD
HealthShares.
(S)12 INDEMNIFICATION. MD HealthShares shall indemnify and hold harmless
Xxxxxx Xxxxxxxx and its personnel from any claims, liabilities, costs, and
expenses (including, without limitation, attorneys' fees and the time of Xxxxxx
Xxxxxxxx personnel involved) brought against, paid, or incurred by Xxxxxx
Xxxxxxxx at any time and in any way arising out of or relating to Xxxxxx
Xxxxxxxx'x services under this Agreement.
MD HEALTHSHARES CORP/ CONSULTING SERVICES
XXXXXX XXXXXXXX LLP AGREEMENT 3
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except to the extent finally determined to have resulted from the gross
negligence or willful misconduct of Xxxxxx Xxxxxxxx personnel. This provision
shall survive the termination of this Agreement for any reason.
(S)13 REFERENCES. Any specific reference made by Xxxxxx Xxxxxxxx to third
parties about this project shall be subject to the prior approval of MD
HealthShares.
(S)14 QUALITY ASSURANCE PARTNER. Xxxxxxx X. Xxxxxxxxx will serve as Xxxxxx
Xxxxxxxx'x quality assurance partner with respect to this engagement and will be
available to MD HealthShares at (000) 000-0000.
(S)16 WARRANTY REGARDING PERFORMANCE. Xxxxxx Xxxxxxxx warrants that its
services will be performed in a professional and workmanlike manner in
accordance with applicable professional standards and shall re-perform any work
not in compliance with this warranty brought to its attention within a
reasonable amount of the time after the work is performed. THE PRECEDING IS
XXXXXX XXXXXXXX'X ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLES AND IS
MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTIBILITY OR OTHERWISE.
IN WITNESS WHEREOF, MD HealthShares and Xxxxxx Xxxxxxxx have caused this
Agreement to be subscribed and executed, in duplicate original, by their
undersigned officers, agents or representatives, duly authorized hereunto, on
the date hereinafter indicated.
MD HEALTHSHARES CORPORATION XXXXXX XXXXXXXX LLP
BY: /s/ XXXXX X. XXXXX, III, M.D. BY: /s/ XXXX X. XXXXXXX
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Xxxxx X. Xxxxx, III, M.D. Xxxx X. Xxxxxxx
President Partner
DATE: 11-22-95 DATE: 11/30/95
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