OPHTHALMOLOGIST MEMBERSHIP AGREEMENT
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC.
THIS AGREEMENT entered into this 16 day of August, 1999, by and between
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC. (hereinafter "TrueVision") and
Dr. Xxxxxx Xxxxxx (hereinafter referred to as "Doctor").
WHEREAS, TrueVision is in the business of operating an ophthalmic laser
center which will perform laser refractive procedures using an excimer laser
(hereinafter the "Laser Center"), and,
WHEREAS, in support of the operations of the Laser Center, TrueVision is
establishing a network of members to provide professional services to
patients undergoing certain accepted laser refractive procedures (hereinafter
"LR Procedures") at the Laser Center, such professional services to consist
of patient screening, preoperative and post operative care along with the
actual performance of the LR Procedures; and,
WHEREAS, Doctor holds a valid and unrestricted license to practice
medicine in the State of New Mexico and is qualified as a specialist in
ophthalmology; and,
WHEREAS, Doctor desires to associate with TrueVision to provide
professional services to Doctor's patients undergoing the LR Procedures at
the Laser Center and seeks to become a member with the obligations and
benefits related thereto; and
WHEREAS, TrueVision desires to accept Doctor as a member of the
TrueVision network.
NOW, THEREFORE, the parties hereto agree as follows:
1. ACCEPTANCE AS MEMBER. TrueVision hereby conditionally accepts Doctor
as a member of TrueVision Laser Center of Albuquerque, Inc. and, subject to
the provisions herein with regard to training, credentialing, licensing and
insurance, agrees that Doctor has the right to provide professional services
to patients undergoing the LR Procedures and to use the excimer laser and
other equipment, services and facilities at the
0000 Xxxxxx Xxx Xxxxx 000 Xxx Xxxxx XX 00000
Phone 000-000-0000 Fax 000-000-0000 E-mail xxxxxxx@x0.xxx
Laser Center, it being expressly understood that this right shall be
exercised in accordance with the guidelines, protocols, procedures, and rules
established by the Board of Directors and the Medical Advisory Committee.
2. CREDENTIALING AND TRAINING
a. CREDENTIALING.
Immediately upon the complete execution of this Agreement,
Doctor shall deliver to TrueVision:
(1) A completed Physician Credentialing Application (in the
form set forth in Exhibit A which is attached hereto);
(2) Evidence of current unrestricted license to practice
medicine in the State of New Mexico;
(3) Evidence of current board certifications, if any; and
(4) Evidence of the insurance required in paragraph 4b, below.
TrueVision will promptly review Doctor's Application and act upon it in
accordance with its usual credentialing policies and procedures, which are
attached as EXHIBIT `B' and as may be modified from time to time. Doctor will
not have any rights of a member until credentialing has been approved.
b. TRAINING. Upon positive conclusion of the credentialing
process Doctor will be required to participate in the TrueVision Physician
Training Program which will include mandatory FDA training and the TrueVision
orientation program as outlined in Exhibit `C'. This Program will be provided
to Doctor by TrueVision in Albuquerque, NM for such fee that the Board of
Directors of TrueVision may determine from time to time is necessary to cover
the costs of such training. Doctors may complete the mandatory FDA training
at any manufacturer approved location conducted by a certified trainer,
provided that he/she submits evidence of the successful completion of said
training acceptable to the Medical Advisory Committee. Upon successful
completion of the Training Program and receipt of laser certification, Doctor
will be accepted as a full member of the TrueVision network with all the
rights and obligations contained herein.
3. OPERATION OF LASER CENTER.
a. FACILITY. TrueVision hereby agrees to establish
and maintain the operations of the Laser Center at its expense. In addition
to leasing appropriate space for the Laser Center, TrueVision shall acquire,
maintain, repair and/or replace all equipment
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and supplies necessary to perform the LR Procedure including, but not limited
to, the excirnet laser and related ancillary equipment.
b. SUPPORT STAFF. TrueVision further agrees to provide the reasonably
trained and qualified support staff (professional, technical, managerial,
and/or clerical) necessary to provide Doctor a state of the art, fully
supported location to perform the accepted LR Procedures.
c. MANAGEMENT. The business operations of the Laser Center will be
controlled by the officers and Board of Directors of TrueVision. Decisions
regarding local medical and professional issues, will be made by an elected
Medical Advisory Committee.
d. MEDICAL ADVISORY COMMITTEE each member will be entitled to
participate in the election of the Medical Advisory Committee and receive one
vote per person regardless of the number of membership units owed. This
Committee will be elected six (6) months after the commencement of LR
Procedures at the Center. Until said Committee is elected the Board of
Directors will serve in that capacity. Further, the members, as a group, will
be entitled to elect one member to the Board of Directors of True Vision of
Albuquerque, Inc.
e. REFERRAL PROGRAM. The member network established by TrueVision will
include both ophthalmologists and optometrists. These professionals will be
trained and encouraged to work with each other in conjunction with the
Marketing Program discussed below to establish cross referrals among members.
In addition, those individual patients who contact TrueVision directly and
are not existing patients of a member, will be referred to a member or
members for professional services. The TrueVision referrals to Doctor will be
done in accordance with policies and procedures to be established from time
to time by the Medical Advisory Committee.
f. MARKETING PROGRAM. TrueVision will undertake a multifaceted
marketing effort to both increase general patient awareness of and demand for
the LR Procedure. Said multifaceted marketing effort will be undertaken
without contribution from Doctor and will in no way promote the practice of
one doctor over another, nor will it specifically support any one member over
any other member. Further TruVision will assist individual members in their
marketing efforts with specific programs, including but not limited to:
patient referral programs, in-office training, support and materials,
consumer advertising programs; which may include television, radio and
newspaper. TrueVision will also provide all members with access to
cooperative advertising programs allowing for the sharing of the costs of
certain approved advertising and marketing programs to the Doctor.
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These programs will be available from time to time and may be expanded or
reduced without the prior consent of the members.
g. ADMINISTRATIVE SERVICES.
(1) BILLING. TrueVision will be responsible for collections from all
patients who undergo any procedure at the Laser Center. The component
portions of the fees for Doctor's professional services, the professional
services of any other member, as well as TrueVision portion for facility
usage, royalties, licenses, taxes and supplies will be included in one xxxx
to the patient. For purposes of administrative case after the subtraction of
any and all royalties, licenses and fees, that may be imposed by any
governmental agencies or the manufacturers of the LR equipment, various
patient holders of LR technology; including but not limited to "Pillar Point"
fees, the allocation of the billing will be 50% to the Doctor and/or
comanaging members and 50% to TrueVision. The Medical Advisory Committee and
the Board of Directors shall review this allocation from time to time to
ensure that it is fair and reasonable and supports the financial viability of
the Center. If more than one TrueVision member is providing care for a
patent, the co-management care and fees shall be paid as agreed upon by
those members. Written direction shall be given to TrueVision, in advance of
the procedure, by those members. The Medical Advisory Committee establishes
the non-binding guidelines for the distribution of fees between medical
professionals based upon medically acceptable allocation of pre and post
procedure care as well as the actual performance of the procedure. These
guidelines will be reviewed from time to time by the Medical Advisory
Committee and/or the TrueVision Laser Centers, Inc. Medical Director and
modified to reflect contemporary standards of practice and for
consistent clinical outcomes for the patient.
(2) FINANCING AND COLLECTIONS. TrueVision will facilitate a financing
program to allow patients to defer the cost of the LR procedure. TrueVision
will collect all payments from patients undergoing procedures at the Laser
Center.
(3) PAYMENT TO DOCTOR. Payment to Doctor as provided for in
paragraph g(1) for professional services rendered by Doctor will be made as
fees are received from the patient. All payments to Doctor will be made as
determined by TrueVision but in no case less than monthly. The payment to the
Doctor will include all collected professional fees of Doctor within the time
period included in that payment. Payments are subject to adjustment for NSP
checks, disputed billing and/or charge backs from credit providers.
h. TRAINING PROGRAMS. TrueVision will maintain ongoing Continuing
Professional Education programs at a nominal cost for the benefit of Doctor
and the staff
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of Doctor's office. These programs may be conducted at the Laser Center or
other location as determined by the Medical Advisory Committee.
4. DUTIES OF DOCTOR. In order to retain the full use of the Laser
Center and to otherwise take advantage of the other benefits of membership
described herein. Doctor agrees to the following:
a. MAINTENANCE OF PROFESSIONAL STANDING. Doctors shall take all
reasonable steps necessary to maintain all licenses, privileges, and
certifications necessary to continue to practice as an Ophthalmologist.
Further, Doctor shall meet all requirements set from time to time by the
Medical Advisory Committee for continued credentialing by the Laser Center as
well as certifications that may be necessary to perform the Laser Procedures.
b. INSURANCE. Doctor shall maintain at Doctor's expense, general
and professional liability insurance covering Doctor's acts and the acts of
all those in Doctor's employ or control. Such liability insurance shall be in
an amount not less than $1,000,000/$3,000,000 and shall name TrueVision and
any parent company of TrueVision as additional insureds. Doctor shall,
annually, during the term of this Agreement provide a certificate of
insurance to TrueVision evidencing such insurance coverage.
c. MARKETING SUPPORT. Doctor shall actively participate in and
support those marketing activities which TrueVision shall establish from time
to time. These services may include complimentary screening, patient
education seminars, media interviews, etc.) as reviewed and agreed to by the
Medical Advisory Committee but shall not require any other financial
contribution by the Doctor. This does not include cooperative marketing
programs that may be offered from time to time which will specifically allow
for TrueVision to contribute funding in support of a member's marketing
program.
d. REFERRAL PATIENTS. Doctor agrees that if in Doctor's
professional judgment, the LR Procedure is appropriate for any patient
referred to Doctor by TrueVision, the LR Procedure will be performed at the
Laser Center. If the patient elects laser vision correction in any form at
any time within three (3) years after the referral by TrueVision, Doctor
agrees to use Doctor's best efforts to encourage the patient to have the
procedure performed at the Laser Center so long as if in Doctor's
professional judgment such treatment would be appropriate.
e. PATIENT INFORMATION. Doctor shall provide preoperative and
postoperative ophthalmic data to TrueVision on all patients who are treated
at the Laser Center.
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5. RELATIONSHIP OF PARTIES. In the performance of the work, duties and
obligations undertaken by Doctor under the terms of this Agreement, it is
mutually understood and agreed that Doctor is at all times acting as an
independent contractor practicing as an Ophthalmologist for the benefit of
Doctor's patients. Doctor is not an employee of TrueVision. TrueVision shall
neither have nor exercise any control over Doctor's professional work. The
standards of practice, professional duties, and guidelines of Doctor in the
performance of procedures at the Laser Center, shall be determined by the
Medical Advisory Committee.
6. INDEMNIFICATION. TrueVision and Doctor each hereby indemnify and hold
harmless the other from any liability, claim, cost, or expense (including but
not limited to attorney's fees and court costs) which may arise out of any
act or omission of the other, their employees or agents. In addition to the
foregoing, and not in limitation thereof, Doctor indemnifies TrueVision
and holds it harmless from any liability, claim, cost or expense (including
but not limited to attorney's fees and court costs) which may arise from any
professional services which were performed or which should have been
performed by Doctor and Doctor's employees, agents and any other individual
or entity in Doctor's control or for whom Doctor might otherwise have legal
responsibility. This duty to indemnify shall survive the term of this
agreement and inure to the benefit of any and all successor and assigns of
either party.
7. CHANGES OF LAWS/REGULATORY COMPLIANCE. The parties recognize that
this Agreement at all times is to be subject to applicable state, local and
federal law and all regulations and policies arising therefrom. The parties
further recognize that his Agreement shall be subject to amendments in such
laws and regulations or changes in interpretation thereof. Any provisions of
Lawyer regulations which would invalidate or otherwise be inconsistent with,
the terms of this Agreement or that would cause one or both of the parties to
be in violation of law, shall be deemed to have superseded the terms of this
Agreement, provided, however, that the parties shall exercise their best
efforts to accommodate the terms and intent of this Agreement to the greatest
extent possible consistent with the then requirements of law and regulations.
In the event that a change in law or regulation or the interpretation
thereof impacts upon the ability of a party hereto to receive the economic
benefits intend by this Agreement,
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the affected party shall have the right to request the renegotiation of this
Agreement. In the event that such renegotiation does not result in a
satisfactory Agreement in the light of the changed laws and/or regulations,
the affected party may terminate this Agreement.
8. ASSIGNMENT. This Agreement is personal to Doctor and therefore may
not be assigned to any other individual or entity without prior written
consent TrueVision, which consent may be withheld at its absolute discretion.
TrueVision's rights and obligations hereunder may be assigned to any other
entity controlled by TrueVision for by any entity which controls TrueVision.
9. TERM/TERMINATION. This Agreement shall be for an initial term of
three (3) years from the date set forth above. It shall be renewable at the
option of either party for an additional three year term upon terms agreeable
to the parties, after the initial term. Either party may nominate this
Agreement at any time, without cause, upon ninety (90) days written notice to
the other.
This Agreement may be terminated by TrueVision, immediately, in the
event that the Medical Advisory Committee determines in good faith that
Doctor is not providing adequate patient care or that the safety of patients
is jeopardized by continuing Doctor's privilege under this Agreement.
TrueVision may terminate this agreement at its option upon the vote of the
Medical Advisory Committee for cause, including but no limited to fraud,
abuse of privilege, and/or failure to promote the interest of this center.
This Agreement shall automatically be terminated upon Doctor's loss of
license of Doctor's death or permanent disability.
10. NONDISCLOSURE
a. Doctor acknowledges that during the term of this Agreement,
Doctor will acquire knowledge of certain confidential information regarding
the Laser Center. Doctor agrees to keep all such information confidential.
Doctor shall not at any time disclose any confidential information to any
individual or entity, subject only to Doctor's disclosure obligations to
Doctor's patient or any subposes or Court order requiring disclosure of such
information, and then only after notice and approval by TrueVision of the
nature and extent of any disclosure that will be made. Such approval shall be
specifically in writing and shall not be unreasonably withheld.
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b. During the term of this Agreement, Doctor agrees to use the
Laser Center to perform all ophthalmic laser correction procedures which may
be necessary for any patient of Doctor so long as such use is, in Doctor's
professional judgment, appropriate.
11. MISCELLANEOUS.
a. JURISDICTION AND VENUE. This Agreement is entered into in
Albuquerque, New Mexico and the parties hereby agree that for all disputes,
controversies, and / obligation which may arise under this Agreement, New
Mexico Law shall govern. Exclusive venue shall lie with the Courts of
Bernalillo County, New Mexico and Doctor and TrueVision agree to submit to
the personal jurisdiction of such Courts.
b. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement of the parties hereto regarding membership in the TrueVision Doctor
network and all prior written or oral negotiations, representations,
arrangements, and / or agreements regarding the subject matter of this
Agreement are merged into and superseded by this Agreement.
c. SEVERABILITY. All provisions of this agreement are severable
and this Agreement shall not be affected by the invalidity of any provision
hereof so long as the basic intent of the parties and the economic benefit to
each is not materially adversely affected by the invalidity of such provision.
d. INUREMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective heirs, successors and
permitted assigns.
e. AMENDMENT. This Agreement may not be amended except in
writing signed by the parties hereto.
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IN WITNESS THEREOF, the parties hereto have hereunto set their hands on the
date above written.
WITNESSED BY: "DOCTOR"
/s/ Xxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxx, M.D.
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"TRUEVISION"
TRUEVISION LASER CENTER
OF ALBUQUERQUE, Inc.
/s/ [Illegible] By: /s/ Xxxx X. Xxxxx
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Its: President
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