EXHIBIT 6(a)
CONSULTING SERVICES
AGREEMENT
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BY AND BETWEEN
MD HEALTHSHARES CORPORATION,
PATIENT'S CHOICE, INC.
AND
XXXXXX X. XXXXXX
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THIS CONSULTING SERVICES AGREEMENT is made and executed by and between MD
HEALTHSHARES CORPORATION, a Louisiana Corporation having its principal offices
at Suite 4400, 000 Xx. Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx, 00000, for itself
and on behalf of its wholly-owned subsidiary, PATIENT'S CHOICE, INC.
(collectively, the "MDHS Companies"); and XXXXXX X. XXXXXX, ("XxXxxx"), a person
of the full age of majority having his principal place of business at 0000 Xxxx
Xxxx, Xxxx Xxxxx, Xxxxxxxxxx 00000-0000.
(S)1 SERVICES TO BE PROVIDED. The MDHS Companies hereby retain XxXxxx to
provide consulting services, specifically as the Chief Executive Officer (CEO)
of the MDHS Companies on an interim basis, and to assist the MDHS Companies in
evaluating, assessing and carrying out the MDHS Companies' business plan in
operating a health maintenance organization ("HMO") in the state of Louisiana.
XxXxxx shall be responsible to the Boards of Directors and Executive Committees
of the MDHS Companies and shall work in cooperation with the staff and other
consultants retained by the MDHS Companies. It is understood that XxXxxx is
consulting with the MDHS Companies on the basis of his extensive experience in
healthcare on both the Provider and Payor side of the HMO industry.
(S)2 PROFESSIONAL FEES. XxXxxx shall be compensated for his services by the
MDHS Companies at the rate of $175.00 per hour, with a maximum daily rate of
$1,800.00.
(S)3 REIMBURSABLE EXPENSES. In addition to the fees otherwise provided for
in this section, the MDHS Companies will reimburse XxXxxx for usual, customary
and reasonable expenses for travel, lodging, duplication, communication and
other out-of-pocket costs, necessarily or appropriately incurred or advanced by
XxXxxx in his performance of services under this Agreement; provided that
expenses for travel and lodging shall be reimbursed only when any such travel or
lodging has been approved by the MDHS Companies prior to being incurred by
XxXxxx, and provided further that the MDHS Companies' payment of expenses which
are reimbursable hereunder will be made only pursuant to a written invoice
itemizing such expenses and the dates on which they were incurred, accompanied
by appropriate documentation in the form of receipts and/or invoices for any
such expenses in excess of $200.
(S)4 INVOICING AND PAYMENT. Invoices for professional fees and reimbursable
expenses will be prepared and rendered by XxXxxx on a semi-monthly basis, with
such invoices reflecting the dates and hours or services devoted by XxXxxx to
the performance of consulting services for the MDHS Companies and itemizing
reimbursable expenses incurred by XxXxxx in accordance with (S)3 of this
Agreement. Payment on any such invoices will be made by the MDHS Companies
within Fifteen (15) calendar days of their receipt thereof thereafter.
(S)5 EFFECTIVE DATE; TERM. This agreement is on an as needed basis, and is
considered to be at will. This agreement shall become and be effective on the
date that it has been executed by both parties hereto and shall continue in
force thereafter until terminated by either party, with or without cause, upon
10 days' prior written notice. Upon termination, all compensation accrued by
XxXxxx shall be due and payable
CONSULTING SERVICES
XXXXXX X. XXXXXX AGREEMENT 2
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within ten (10) working days of the date of termination, and shall include final
travel arrangements and expenses.
(S)5 HOLD HARMLESS. The MDHS Companies, acknowledging that XxXxxx does not
carry errors and omissions (E&O) insurance, specifically agrees to indemnify and
hold harmless XxXxxx from and against any and all claims, damages, suits or
losses of any kind whatsoever arising out of the consulting services provided to
the MDHS Companies hereunder unless such claim, suit or damage results directly
from gross negligence, or the commission or omission of egregious acts by XxXxxx
in the performance of his duties hereunder.
(S)7 INDEPENDENT CONTRACTOR. In the performance of consulting services under
this Agreement, it is mutually understood and agreed that XxXxxx is at all times
acting and performing as an independent contractor. XxXxxx shall be solely
responsible for all of his federal, state and municipal income taxes, social
security, retirement and all other taxes and the MDHS Companies shall not
withhold taxes or be obligated in any manner therefore for any of XxXxxx'x taxes
or charges. No relationship of employer and employee is created by this
Agreement, nor is a partnership, joint venture, or principal agent relationship
created by this Agreement. XxXxxx shall have no claim under this Agreement or
otherwise against the MDHS Companies for vacation pay, sick leave, retirement
benefits, social security, worker's compensation, disability, or unemployment
insurance benefits, or employee benefits of any kind.
IN WITNESS WHEREOF, the XxXxxx has subscribed and executed this Agreement and
the MDHS Companies have caused this Agreement to be subscribed and executed, in
duplicate original, by their undersigned duly authorized officer on the date(s)
hereinafter indicated.
MD HEALTHSHARES CORPORATION
BY: /s/ XXXXX X. XXXXX, III, M.D. /s/ XXXXXX X. XXXXXX
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Xxxxx X. Xxxxx, III, M.D. Xxxxxx X. XxXxxx
President
Date: 2-7-97 Date: 2-7-97
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