MANAGEMENT AGREEMENT
Exhibit
10.14
MANAGEMENT
AGREEMENT (this "Agreement")
dated
____________, 200__, by and between Newco_____________, a Florida __________
having offices at 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000 (hereinafter, "Management
Company"),
and
Basic Care Networks, Inc., a Delaware corporation with its principle place
of
business at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
(“Basic
Health”)
together with its wholly-owned subsidiaries consisting of Choice Medical
Centers, Inc., Injury Treatment Center of Coral Springs, Inc., Chiro-Medical
Associates of Hollywood, Inc., Injury Treatment Center of Boynton Beach, Inc.,
Injury Treatment Center of South Florida, Inc., Neuro Massage Therapists, Inc.,
Injury Treatment Center of Fort Lauderdale, Inc. and Southeast MRI,
Inc.
(individually,
a “Subsidiary Entity” and collectively, the “Subsidiary
Entities”).
STATEMENT
OF BACKGROUND FACTS
WHEREAS,
the Subsidiary Entities are engaged in the business of treating neuro-muscular
skeletal injuries by and through clinics operated by the Subsidiary Entities;
and
WHEREAS,
the parties hereto desire that Management Company shall manage and operate
the
Subsidiary Entities on Basic Health’s behalf under the terms of this written
Agreement.
NOW,
THEREFORE, in consideration of mutual covenants herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION
1. DUTIES
1.1 Basic
Health hereby appoints Management Company, and Management Company hereby accepts
an appointment, on the terms and conditions hereinafter set forth, to serve
as
the manager of the Subsidiary Entities on Basic Health’s behalf commencing as of
the date of this Agreement. During the term of this Agreement, Management
Company shall, in a manner consistent with the strategic direction set by the
Board of Directors of Basic Health, serve as the management company for the
Subsidiary Entities and perform such administrative and operational services
as
are required, reasonably necessary or reasonably desired by Basic Health in
connection with the management and operations of Subsidiary Entities, and which
duties shall include those as are generally performed by a management company
performing a similar function in the Subsidiary Entities’ industry. Accordingly,
the day-to-day operations of the Subsidiary Entities shall be under the
supervision and direction of Management Company, and Management Company shall
bear the responsibility for making all ordinary decisions for the respective
Subsidiary Entities. By way of clarification and not limitation, and except
as
otherwise provided herein, and subject to the limitations herein provided,
Management Company shall, in
the
name of, for the account of, at the expense of, and from the General Account
(as
hereinafter defined) of each respective Subsidiary Entity,
execute,
supervise, oversee, and take
all
commercially reasonable action necessary with respect to
all
matters within the respective Subsidiary Entities' ordinary course of business,
including the following:
| (A) |
Developing
and implementing policies with respect to public relations, marketing
and
advertising of services, and contracting with third parties for the
provision of the same;
|
| (B) |
Hiring,
supervising, assigning the duties of, and termination of employees,
including, but not limited to, all managerial and working staff,
department heads, physicians (to the extent such supervision does
not
interfere with doctor-patient relationship), repair companies, payroll
service providers, human resource services/benefits programs, and
all
other agents and vendors/contractors that are outsourced (collectively,
the "Employed
Persons");
|
| (C) |
Determining
salaries, bonuses, benefits, and/or business related expenses
(collectively the “Support
Costs”)
for all Employed Persons;
|
| (D) |
Assisting
with the procurement and maintenance of all licenses, certificates,
permits, or other authorizations necessary for the operation of the
Subsidiary Entities;
|
| (E) |
Causing
to be timely paid, from the General Accounts (as hereinafter defined),
all
property, sales and use, occupancy and other taxes, as well as all
licenses, certificates, permits, authorizations and examination fees,
and
all other charges which are lawfully levied on the Subsidiary Entities
(excluding income and capital stock
taxes);
|
2
| (F) |
Causing
each of the Subsidiary Entities to observe and comply in a timely
manner
with, and pay all related costs in connection with, all applicable
Federal, state, and local statutes, rules, regulations, ordinances,
and
orders affecting their respective operations, including without limitation
those laws relating to withholding taxes, social security taxes,
unemployment insurance, disability insurance, immigration and
naturalization laws, and the Fair Labor Standards
Act;
|
| (G) |
Negotiating,
contracting for and procuring all facility services, related materials
and
supplies required to operate the Subsidiary Entities, including without
limitation, electricity, gas, water, steam, cleaning, vermin
exterminators, elevator and boiler maintenance, air conditioning
maintenance, and other necessary utilities and
services;
|
| (H) |
Negotiating,
contracting for and procuring all leases, licenses or contracts for
all
other services and operations, consistent with past practices or
as
otherwise reasonably necessary in the operation of the Subsidiary
Entities; and
|
| (I) |
Procuring
all inventories, provisions, supplies and equipment reasonably necessary
to properly maintain and operate the Subsidiary
Entities.
|
1.2 Notwithstanding
anything herein to the contrary, the authority of Management Company to manage
the Subsidiary Entities shall not include the authority to take any of the
following actions without the express prior written consent of Basic
Health:
| (A) |
Select,
contract for, employ, engage, supervise, assign duties of, or terminate
accountants or attorneys (hereinafter “Employed
Professionals”)
of the Subsidiary Entities; or
|
| (B) |
Cause
any Subsidiary Entity to make a capital expenditure, or series thereof,
in
excess of $25,000.
|
3
1.3 As
this
is a contractor relationship, Basic Health and Management Company hereby
acknowledge and agree that the Subsidiary Entities shall have no right to
control the manner, means, or method by which Management Company performs the
services called for by this Agreement; provided,
however,
that the
Subsidiary Entities shall be entitled to (i)
direct
Management Company, in a manner consistent with this Agreement, with respect
to
the elements of services to be performed by Management Company and the results
to be derived, and
(ii)
review
and assess the performance of such services for the purposes of assuring that
such services have been performed and confirming that such results were
satisfactory. Notwithstanding anything herein to the contrary, Management
Company agrees to perform such duties, as are assigned or delegated to
Management Company by the Board of Directors of Basic Health (the “Board of
Directors” or “Board”), consistent with industry standards and practices, and
Management Company further agrees to observe and comply with the direction
of
Basic Health in respect to the duties to be performed by it, and shall report
directly to the Chairman of the Board. The parties agree that Management Company
shall implement, when requested, legally compliant Medicare and/or Medicaid
programs upon the parties mutual consent of the manner of implementation.
1.4 Management
Company hereby agrees to use all reasonable commercial efforts, and to devote
such time, attention, skill and energy to the business of the Subsidiary
Entities, as was previously expended by the Subsidiary Entity’s former
president, Xxxx Xxxxx, prior to their acquisition by Basic Health so as to
fully
perform its duties and promote the success of the business of the Subsidiary
Entities. Management Company hereby agrees to cooperate fully with Basic Health
in the advancement of the best interests of the Subsidiary Entities, and in
that
regard, and as consideration for this Agreement, Management Company hereby
agrees to comply with, and abide by, such rules and directives as may be
reasonably established from time to time by Basic Health, and recognizes the
right of Basic Health, in its reasonable discretion, to change, modify or adopt
new policies and practices affecting the Subsidiary Entities; provided such
new
policies and practices do not fall below the level of compliance reasonably
deemed to be necessary by the Management Company or otherwise conflict with
the
Xxxxxxxx-Xxxxx Act, or any other Federal, state or local laws, and associated
ordinances, regulations or rules, as the foregoing may be amended from time
to
time.
4
1.5 General
Accounts, Payments, and Distributions.
(A) Upon
Basic Health’s approval, which shall not be unreasonably withheld, Management
Company, on behalf of Subsidiary Entities, shall establish a bank account for
each of the Subsidiary Entities, in the Subsidiary Entities' respective names
(individually, a “General
Account”,
and
collectively, the "General
Accounts").
Management Company shall deposit all funds generated and collected from the
operation of the Subsidiary Entities in their respective General Accounts.
All
funds deposited shall be held by the bank for the benefit of Subsidiary
Entities. Management Company shall be an authorized signatory on all such
accounts.
(B) The
General Account of each of the Subsidiary Entities shall be used to pay all
costs and expenses of the respective Subsidiary Entities, as permitted and/or
required under this Agreement, and by way of clarification and not limitation,
funds from the General Accounts may be disbursed by Management Company to
Management Company so as to pay its Management Fee (defined below), and to
pay
all other expenses of the Subsidiary Entities incurred in the operation and
maintenance of the Subsidiary Entities pursuant to this Agreement including,
but
not limited to, the
costs
and expenses (“Support Costs”) of any Employed Professionals of the respective
Entities.
It is
understood and agreed that to facilitate the payment of expenses for the
Subsidiary Entities (such as payroll), Management Company may elect to make
such
payments from an account maintained by Management Company for making such
payments with regard to the Subsidiary Entities; and, Management Company shall
be entitled to withdraw from the General Accounts of the Subsidiary Entities,
and to deposit in such other account, from time to time, an amount equal to
the
checks to be drawn upon such other account for the payment of expenses of the
Subsidiary Entities; provided,
however,
that
any such other accounts have been approved in advance by Basic Health. All
bank
accounts shall be owned by the respective Subsidiary Entities, and shall be
operated by Management Company as the agent thereof.
1.6 Notwithstanding
anything herein to the contrary, the parties hereto agree that:
(a) Management
Company may maintain xxxxx cash funds and make payments therefrom, as the same
are understood and employed generally in the Subsidiary Entities
businesses.
5
(b) Management
Company shall keep its own funds separate and apart from the Subsidiary
Entities' funds.
(c) Management
Company shall not be required to incur any liability or obligation for
Subsidiary Entities' account without assurances satisfactory to Management
Company that the funds necessary for the discharge thereof will be provided
by
the Subsidiary Entities.
(d) Management
Company shall, subject to the reasonable direction and ultimate control of
Basic
Health, provide cash management for all funds of Subsidiary Entities managed
by
Management Company for the purpose of this Agreement, the term "cash management"
shall mean expediting cash inflows, controlling cash outflows.
(e) Basic
Health shall use all commercially reasonable efforts to maintain a minimum
balance in the General Account of each Subsidiary Entity of not less than
$30,000.00, and to cause the prompt replenishment thereof at anytime such
accounts fall below such minimum amount. If the balance in the General Account
of any Subsidiary Entity falls materially below $30,000.00, Management Company
shall promptly (within 5 business days thereof) notify Basic Health, and request
that it cause the Subsidiary Entity to replenish the General Account. Basic
Health or the Subsidiary Entity shall replenish the General Account within
five
(5) business days after receipt of notification. If the General Account is
not
materially replenished in the prescribed time, Management Company may terminate
this Agreement at any time thereafter, and Basic Health shall pay Management
Company the Termination Fee stated hereunder. Further, any transfer of funds
made by Basic Health from a Subsidiary Entity’s General Account to Basic Health
or other third party as a distribution shall not, after giving effect to such
distribution, (i) cause the Subsidiary Entity to not be able to pay its debts
as
they become due in the usual course of business; or (ii) cause the Subsidiary
Entity’s total assets to be less than the sum of its total liabilities plus the
amount that would be needed, if the corporation were to be dissolved at the
time
of the distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution.
(f) Management
Company shall have no liability or responsibility for any Support Costs
associated with any Employed Person or Employed Professionals, or otherwise
be
required to advance or loan any Support Costs from Management Company’s own
funds and accounts, or to incur
any
other debt or obligation on behalf of a Subsidiary Entity if there are
insufficient funds in the General Account to cover any such debt or
obligation.
6
Basic
Health shall be responsible for and otherwise cause, all audits, reports and
required filings associated with securities regulation matters.
When
requested, the Management Company shall report all status of its performance
to,
and receive associated assessments from the Board of Basic Health.
1.7 At
the
Subsidiary Entities’ respective expense, Management Company shall cause to be
maintained, at its principal office, full, adequate and separate books and
records as are necessary to reflect all transactions of the Subsidiary Entities
and of Management Company with respect to the Subsidiary Entities. Such books
and records shall be kept in a manner such that accounting statements may be
prepared in accordance with Generally Accepted Accounting Principles ("GAAP").
Basic Health and the Subsidiary Entities shall have the right and privilege
of
examining such books and records at the Management Company's principal office
at
any and all reasonable times during normal business hours. Management Company
shall not destroy, dispose of, or remove to another location any such books
or
records, except by delivery thereof to Basic Health, or as Basic Health may
otherwise instruct. Upon termination of this Agreement, all books and records
shall be forthwith delivered to Basic Health, but all such books and records
shall thereafter be available to Management Company at all reasonable times
for
inspection, audit, examination, and transcription for a period of not less
than
seven (7) years from the date of said termination.
1.8 Within
thirty (30) days after the end of each calendar quarter, Management Company
shall direct the relevant Employed Persons and instruct the relevant Employed
Professionals, selected by Basic Health, to deliver to Basic Health an
accounting for the operations of the Subsidiary Entities, including a detailed
profit and loss statement and balance sheet showing the results of operation
of
the Subsidiary Entities for the preceding quarter and for the calendar year
(the
"Fiscal Year") to date and the cash needs, if any, for the subsequent three
months. Such statements shall be calculated on the accrual method and prepared
in accordance with GAAP. Management Company shall also cause to be delivered
to
Basic Health such other financial and operating reports, reasonably available
to
Management Company, as Basic Health shall request.
7
1.9 Within
thirty (30) days after the end of each Fiscal Year, Management Company shall
direct the relevant Employed Persons and instruct the relevant Employed
Professionals, selected by Basic Health, to deliver to Basic Health unaudited
financial statements including a detailed balance sheet, a statement of cash
flows and an income and expense statement showing the results of operations
of
the Subsidiary Entities during such Fiscal Year. Such financial statements
shall
be calculated according to the methods determined by Basic Health, and in
accordance with GAAP.
1.10 Management
Company
shall
maintain materially complete and accurate records of its receipts from the
Subsidiaries operations to pay its Management Fees. Upon Basic Health’s
reasonable request, Management Company
shall
make such records, and all other documents and materials in the possession
or
control of Management Company available to Basic Health for examination.
Basic
Health shall have the right, at any time, to cause an audit of the books,
records, and operations of the Subsidiary Entities to be made by an independent
certified public accounting firm. Management Company agrees to cooperate fully
with such auditors, and shall make available to them any and all information
concerning the Subsidiary Entities. Basic Health shall deliver to Management
Company copies of all financial reports regarding the Subsidiary Entities
promptly after they are received from such auditors. Any adjustment to any
Management Fee required because of the results of such audit shall be made
by
the parties within ten (10) business days of receipt of the audit. The cost
of
any such independent audit shall be an administrative and general expense of
the
Subsidiary Entities for the Fiscal Year in which such audit occurs.
SECTION
2. COMPENSATION
2.1 As
consideration for its services during the term of this Agreement, Basic Health
will compensate and pay Management Company One Hundred Thousand Dollars
($100,000.00) per year, as a Management Fee. Such compensation shall be paid
to
Management Company in equal payments at bi-weekly intervals.
8
2.2 Basic
Health will reimburse Management Company, out of the General Accounts, for
all
reasonable expenses actually incurred by Management Company at the request
of
Basic Health or on behalf of the Subsidiary Entities in the performance of
Management Company’s duties hereunder and in accordance with Basic Health’s
policies and previously approved by Basic Health; provided,
however,
that
proper itemization of said expenses is furnished to Basic Health by Management
Company. All such expenditures shall be subject to the reasonable control of
Basic Health.
2.3 Management
Company shall bear sole responsibility for payment of federal and state income
tax withholding, social security taxes, and unemployment insurance applicable
to
Management Company, and Management Company shall bear sole responsibility for
any of its own health or disability insurance, retirement benefits, or other
welfare or pension benefits (if any).
2.4 Notwithstanding
any other workers' compensation or insurance policies maintained by Subsidiary
Entities, Management Company shall, if not otherwise exempt, procure and
maintain workers' compensation coverage sufficient to meet the statutory
requirements.
2.5 Management
Company shall receive a management bonus (“Bonus”) plan consisting of an annual
payment equal to 20% of any increase in the EBITDA of any Subsidiary Entity
compared to the EBITDA of the Subsidiary Entity for the twelve (12) months
ended
September 30, 2005. In addition to the foregoing, the Bonus plan shall include
an annual payment equal to 20% of the Subsidiary Entities’ EBITDA on new
locations opened after the date of this Agreement. All Bonus calculations will
be made prior to any reductions associated with corporate (parent company)
inter-company debt payments, and overhead/burden rate assessments.
SECTION
3. CONFIDENTIALITY
AND MATERIALS
3.1 Management
Company acknowledges that in performing its respective obligations under this
Agreement, Management Company may have access to the Confidential Information
of
the Subsidiary Entities. Management Company agrees that during the term of
this
Agreement, and for a period of two (2) years thereafter, Management Company
will
not use, copy, disclose, or permit any unauthorized person access to, any
Confidential Information of the Subsidiary Entities except in connection with
its obligations hereunder. Any data or other materials owned by Subsidiary
Entities which it furnishes for use by the Management Company in connection
with
the obligations under this Agreement, including other Confidential Information
of third parties, shall remain the sole property of the Subsidiary Entities,
shall be held in confidence by the Management Company in accordance with the
provisions of this Section 3.1, and shall be returned to the Subsidiary Entities
or destroyed by the Management Company and certified as destroyed to the
Subsidiary Entities upon termination of this Agreement. These restrictions
shall
not be construed to apply to (1) information generally available to the public,
(2) information released by Subsidiary Entities or its clients or contractors,
as the case may be, generally without restriction, (3) information approved
in
writing by Subsidiary Entities or its clients or contractors, as the case may
be, for Management Company’s use and disclosure without restriction, or (4)
knowledge, experience, information or data independently developed by Management
Company without the use of any Confidential Information provided by Subsidiary
Entities, or knowledge, experience, information or data that was rightfully
in
Management Company’s possession prior to disclosure by Subsidiary
Entities.
9
3.2 Management
Company further agrees that for the term of this Agreement, Management Company
will not induce (or attempt to induce) or encourage any employee, officer,
director, sales representative, agent, Vendor, or independent contractor of
Subsidiary Entities to terminate its relationship with Subsidiary Entities
other
than in the ordinary course of business, or unless any of the foregoing is
already an affiliate, Vendor, or independent contractor of Management Company.
SECTION
4. LIMITATION
OF LIABILITY
4.1 Except
as
expressly provided in this Agreement, Management Company does not make any
warranty, express or implied, with respect to the results obtained from
Management Company’s work, including, without limitation, any results in
operation or profitability of the Subsidiary Entities. In no event shall
Management Company be liable for consequential, incidental, special, or indirect
damages, or for acts of negligence that are not intentional, regardless of
whether it has been advised of the possibility of such damages; provided,
however,
nothing
herein shall relieve Management Company from gross negligence.
10
SECTION
5. RESTRICTIONS
ON COMPETITION
5.1 During
the term of this Agreement, Management Company will not compete with the
Subsidiary Entities by engaging in, promoting, assisting (financially or
otherwise), or consulting with any business, enterprise or activity which
competes with the business of treating neuro-muscular skeletal injuries (the
“business area”) in Palm Beach, Broward and/or Xxx Counties. Notwithstanding the
foregoing, and for clarity, the business area shall not include billing support
and management, pharmaceuticals and or nutraceutical sales as well as law firm
consulting.
5.2 Notwithstanding
the foregoing, nothing contained in this Section 5 shall be deemed to preclude
Management Company from owning less than five percent (5%) of the combined
voting power of all issued and outstanding voting securities of any publicly
held corporation whose stock is traded on a stock exchange or quoted on
NASDAQ.
SECTION
6. TERM
AND
TERMINATION
6.1 Basic
Health hereby contracts with Management Company to perform the administrative
services as defined hereunder, and Management Company hereby accepts this
engagement and agrees to render such services to the Subsidiary Entities on
the
terms and conditions set forth in this Agreement for a term of three (3) years
commencing the Closing Date of the sale of the Subsidiary Entities’ to Basic
Health (the “Initial Term”). The three (3) year term provided for herein shall
be renewed for succeeding terms of (1) year upon the mutual written consent
of
the parties, at least thirty (30) days prior to the end of the Initial Term,
or
any extended term. The amount of reasonable compensation payable in each such
successive period shall, within the thirty (30) days prior to the expiration
hereof, in good faith be re-negotiated by the parties to arrive at a mutually
acceptable amount. In the event Management Company is terminated without cause,
then Management Company will be paid the aggregate of all unpaid compensation
pro-rated to that termination date and in addition thereto, Management Company
shall receive a severance payment (“Severance Payment”) consisting of monthly
payments equivalent to Management Company’s monthly compensation for the
lesser
of (i)
twelve
(12) months, or
(ii)
the
remaining period of time between the termination date and the end of the then
current term as well as Bonus payments accruing through the end of the then
current term calculated in accordance with Section 2 hereof.
11
6.2 Basic
Health may terminate the Management Company without Severance Payment for Cause,
which without limiting the generality of the foregoing, shall
include:
(A) If
there
is a repeated failure on the part of the Management Company to perform the
material duties in a competent manner after 30 days prior written notice and
Management Company’s failure to cure.
(B) If
Management Company or any of its officers is convicted
of a criminal offense involving fraud or dishonesty or any offense similar
thereto.
(C) Fraud
or
conversion relative to the Subsidiary Entities.
(D) If
the
Management Company fails to honor its fiduciary duties to the Subsidiary
Entities.
(E) If
Management Company or any its officers makes any personal profit arising out
of
or in connection with a transaction to which the Subsidiary Entities is party
without making disclosure to and obtaining the prior written consent of the
Board of Directors, excluding herefrom, (i)
any
increase in the value of current shareholdings, share option or share purchase
plans, and
(ii)
the
Management Fees, Bonus and other compensation earned pursuant to Section 2
hereof.
6.3 This
Agreement shall terminate without notice in the event Management Company commits
any act of bankruptcy, or a petition for involuntary bankruptcy is filed against
Management Company, or Management Company makes a general assignment for the
benefit of creditors under the bankruptcy or insolvency laws.
6.4 If
this
Agreement is terminated for any reason whatsoever, the provisions of Sections
3
shall survive termination of this Agreement.
12
6.5 Basic
Health may request Management Company, upon termination of this Agreement,
to
cause to be provided to Basic Health, at Basic Health’s expense, or any third
party designated by Basic Health, all of the following information:
| (A) |
Financial
Statement Information
|
| (B) |
Sales
Tax Filings
|
| (C) |
Federal
& State Tax Filings
|
| (D) |
Transfer
of Accounting paperwork to Subsidiary
Entities
|
| (E) |
Payroll
Tax Reporting/Summary, Unemployment
|
| (F) |
Vacation
Accruals & Adjustment
|
| (G) |
Transfer
of Licenses and Permits
|
| (H) |
Vendor
Status Reports
|
| (I) |
Accounts
Payable (30-90 days)
|
Should
Basic Health make this request of Management Company, Management Company shall
be entitled to an additional fee equal to one month’s management fee (the "Close
Out Fee").
SECTION
7. MISCELLANEOUS
7.1 This
Agreement shall inure to the benefit of, and be binding upon, Basic Health
and
the Subsidiary Entities and its subsidiaries and affiliates, together with
their
successors and assigns, and Management Company, together with Management
Company’s successors and assigns.
7.2 This
Agreement merges and supersedes all prior and contemporaneous agreements,
undertakings, covenants, or conditions, whether oral or written, express or
implied, with respect to the subject matter hereof.
7.3 Management
Company shall not be liable to Subsidiary Entities for any failure or delay
caused by events beyond Management Company's control, including, without
limitation, Basic Health’s failure to furnish necessary information; natural
disasters, sabotage; failure or delays in transportation or communication;
failures or substitutions of equipment; labor disputes; accidents; shortages
of
labor, fuel, raw materials or equipment; or technical failures.
13
7.4 The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by and enforced in accordance with the internal laws,
and not the law of conflicts, of the state of Florida applicable to all
agreements made and to be performed in such state. The parties hereto agree
that
all actions and proceedings relating directly or indirectly hereto shall be
litigated in any state court or federal court located in Palm Beach County
Florida, and the parties hereto expressly consent to the jurisdiction of any
such courts and to venue therein and consent to service of process in any action
or proceeding by certified or registered mailing of the summons and complaint
therein directed to the parties at their respective addresses set forth in
this
Agreement. In the event of a dispute arising out of this Agreement, the
prevailing party shall be entitled to reasonable attorneys fees and
costs.
7.5
All
remedies available to either party for one or more breaches by the other party
are and shall be deemed cumulative and may be exercised separately or
concurrently without waiver of any other remedies. The failure of either party
to act in the event of a breach of this Agreement by the other shall not be
deemed a waiver of such breach or a waiver of future breaches, unless such
waiver shall be in writing and signed by the party against whom enforcement
is
sought.
7.6
This
Agreement is enforceable only by Management Company and Basic Health (and the
Subsidiary Entities) and each party hereto intends that this Agreement shall
not
benefit or create any right or cause of action in or on behalf of any person
other than the parties hereto.
7.7
Neither
party shall assign or transfer any right or obligation under this Agreement,
without the express prior written consent of the other party, except by merger
or sale of all or substantially all of its assets.
7.8
The
parties are and shall be independent contractors to one another, and nothing
herein shall be deemed to cause this Agreement to create an agency, partnership,
or joint venture between the parties. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of
employee between Basic Health or Subsidiary Entities and Management
Company.
Signature
Page Follows.
14
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and
year first above written.
BASIC
HEALTH
By:
____________________________________
Xxxxxx
Xxxxxxxx, CEO
FOR
AND ON BEHALF OF:
Choice
Medical Centers, Inc.,
Injury
Treatment Center of Coral Springs, Inc.,
Chiro-Medical
Associates of Hollywood, Inc.,
Injury
Treatment Center of Boynton Beach, Inc.,
Injury
Treatment Center of South Florida, Inc.,
Neuro
Massage Therapists, Inc.,
Injury
Treatment Center of Fort Xxxxxx, Inc. and
Injury
Treatment Center of Fort Lauderdale, Inc
Southeast
MRI,
Inc.
By:
_____________________________________________
Xxxxxx
Xxxxxxxx, CEO Basic Care Networks, Inc.
NEWCO
By:
_____________________________________
Xxxx
Xxxxx, President
15
