Exhibit 10.4
EMPLOYMENT AGREEMENT
by and between
IPS Physicians/_______________, P.C.
and
___________________________
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made this _______ day of May, 1997 by and between IPS
Physicians/___________ P.C., a New Jersey professional corporation ("Employer")
and _____________ an adult individual (the "Managing Physician").
WHEREAS, Employer is a professional corporation affiliated with Integrated
Physicians Systems, Inc., ("IPS"), which desires to develop a network of primary
care and specialty physicians in order to enhance the delivery of health care
services as part of an integrated delivery system for health care; and
WHEREAS, on the date hereof, IPS is acquiring the medical practice (the
"Practice") of Managing Physician, as contemplated by an Asset Purchase
Agreement dated of even date herewith (the "Purchase Agreement") by and among
IPS, Employer, Managing Physician, and Managing Physician's professional
corporation, ____________ ("P.C."); and
WHEREAS, IPS's obligations to consummate the transactions contemplated by the
Purchase Agreement are conditioned upon Managing Physician entering into an
employment agreement with Employer to provide professional medical services
through Employer on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and
representations contained herein and in the Purchase Agreement, Employer and
Managing Physician, intending to be legally bound, hereby agree as follows:
EMPLOYMENT AND DUTIES
1.1 Employment. Employer hereby employs Managing Physician, and Managing
Physician hereby accepts employment, for the period and upon the terms and
conditions set forth herein.
1.2 Professional Services.
(a) As set forth herein, Managing Physician shall provide his
professional medical services exclusively for and on a full-time
basis to the Employer. Such services shall include those which
are customarily performed by physicians practicing in the
specialty which Managing Physician is board certified or
eligible. Managing Physician shall perform professional services
in accordance with generally accepted professional standards for
such services and with the standards established by the Employer.
Although Managing Physician shall be considered an employee of
Employer, Managing Physician shall exercise professional,
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independent clinical judgment in the provision of medical
services to all of his patients while under this Agreement
without bias, compromise, or reservation.
(b) Managing Physician shall be required to provide office, weekend,
evening, vacation, and after-hours call coverage during such
hours as are scheduled by Employer, which schedule shall be
prepared with the understanding that it is the Employers goal to
reduce the weekend, evening, vacation, and after-hours call hours
required by Managing Physician as the number of physician
employees increases. Managing Physician shall be required to
work at least the number of hours per week required of other
physician employees of Employer, according to Employer's policies
as amended from time to time.
(c) In providing services hereunder, Managing Physician shall report
to the Medical Director of Employer for clinical matters and the
Director of Employer for administrative matters, or their
designees.
1.3 Administrative Services. Managing Physician acknowledges that as
situations and circumstances warrant he can be called upon to perform
administrative services as may be reasonably requested by Employer;
provided, however, that such administrative duties shall not be of a
scope and nature which materially interferes with the ability of Managing
Physician to provide direct patient care services at the Practice in a
manner substantially consistent with that maintained by Managing Physician
prior to the sale of the Practice to IPS.
1.4 Other Duties. Managing Physician shall perform such other duties, not
inconsistent with this Agreement, as may be assigned to him from time to
time by Employer.
1.5 Practice Location. During the term of this Agreement, Managing Physician
shall practice at the location mutually agreed upon (the "Practice
Location"). Managing Physician shall practice at the given location unless
(a) the Practice Location is no longer suitable for the operation of a
medical practice due to fire, condemnation, act of God or other casualty,
(b) termination of the Lease Agreement between Managing Physician and IPS
for the Practice Location as a result of a default by Landlord, or
(c) Employer, after obtaining Managing Physician's consent, which shall not
be unreasonably withheld, determines in good faith that maintenance of the
Practice at the Practice Location will have a material adverse financial
impact on Employer. Both parties will use their best efforts to address
and correct the financial situation of the Practice at the Practice Location
prior to relocating the Practice to a different location. During the term
of this Agreement, Managing Physician shall perform his duties hereunder at
such medical office or offices or other practice locations of Employer to
which Managing Physician may be scheduled. Notwithstanding the foregoing,
during the Initial Employment Term (as hereinafter defined), without the
consent of Managing Physician, Employer shall not assign Managing
Physician to any practice location outside a ten (10) mile radius of the
original Practice Location.
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1.6 Record Keeping. Managing Physician shall prepare, in accordance with
generally accepted medical practice the clinical record of all examinations,
procedures, and other professional services rendered by Managing Physician.
Managing Physician will participate in the further development of such
record keeping as required to more adequately, effectively, and efficiently
document the clinical course of all lives placed in his charge. The
ownership and right of control of all reports, records, and supporting
documents prepared by Managing Physician for the performance of all services
shall vest exclusively in Employer; provided, however, Managing Physician
shall have such right of authorship and responsibility for all such
records, as well as access to all reports, records, and supporting
documentation for purposes of reimbursement, defense of malpractice claims,
and other legal compliance reasons consistent with Employer, clinical,
and/or business policies. Upon termination or expiration of this Agreement,
all records of patients treated by Managing Physician shall remain in the
possession of Employer.
1.7 Devotion of Time and Effort. Managing Physician shall devote his best
efforts exclusively for his practice of medicine with the Employer and his
full working time to the performance of his duties under this Agreement.
1.8 Policies and Performance Standards. Managing Physician shall abide by all
policies, procedures, and directives instituted by Employer, including those
related to quality assurance, utilization review, practice protocols,
clinical outcomes assessment, patient/family satisfaction and peer review,
and shall comply with the performance standards to be established by the
Board of Directors of Employer, (the "Performance Standards"). Managing
Physician agrees to actively participate in the design, development, and
implementation of all such policies, procedures, and directives that will
effect him and other physicians working for Employer.
QUALIFICATIONS AND COMPLIANCE STANDARDS
2.1 Licensure; DEA Registration.
(a) Managing Physician represents and warrants that (i) he is and
shall continue to be qualified and licensed to practice medicine
without restriction or limitation in the state of New Jersey, and
(ii) that he is and shall continue to be registered with the
Federal Drug Enforcement Administration ("DEA") and the New
Jersey Controlled Drug Agency ("CDA") to prescribe controlled
substances without sanction, restriction, or limitation. A
sanction or restriction of the Managing Physician's license, DEA,
or CDA registration, shall include, but not be limited to
attachment, suspension or revocation of Managing Physician's
license to practice medicine or suspension or revocation of DEA
or CDA registration, including but not limited to a suspension
for any period of time or any other type of disciplinary or
corrective action taken by the State Board of Medical Examiners,
the Health Care Financing Administration (HCFA) as it relates to
Medicare or Medicaid, the imposition of a monetary fine by the
appropriate state licensing or federal
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authority, or any reprimand or monetary fine or penalty imposed
by any governmental authority or regulatory agency having
jurisdiction over Managing Physician.
(b) Managing Physician represents and warrants that to his knowledge
there are currently no investigations or proceedings pending, nor
to his knowledge threatened, that could lead to a suspension,
revocation, restriction, limitation, or other termination of his
license to practice medicine. Upon demand Managing Physician
shall produce true copies of federal DEA registration.
2.2 Medical Staff Membership.
(a) Managing Physician shall as of the effective date hereof be, and
throughout the term hereof remain, a member in good standing of
the Active Medical Staff of ________ Hospital or its successor
with all clinical privileges and appointments appropriate and
necessary to the performance of his clinical duties hereunder.
(b) Managing Physician represents and warrants that to his knowledge
there are currently no investigations or proceedings pending, nor
threatened, the basis of which implicates the professional
competence of Managing Physician, that could lead to a
suspension, revocation, restriction, limitation, or other
termination of his medical staff privileges at any hospital,
including his primary Hospital affiliation.
2.3 Statutes/Regulations. Managing Physician shall perform the professional
and other duties provided for in this Agreement in conformity with all
applicable federal, state, and local laws, statutes, and regulations.
2.4 Provider Status. Throughout the term of this Agreement, unless Managing
Physician is unable to participate for reasons not related to Managing
Physician's own conduct or qualifications, Managing Physician shall have
and shall maintain status as a participating provider in all managed care
organizations, and shall maintain or make application to accept assignment
for payment under Medicare and Medicaid and any other such reimbursement
programs, where and when applicable. Managing Physician shall participate
in any other third party payor program, including any health maintenance
organization, preferred provider organization, or other governmental or
private managed care program in which Employer directs Managing Physician
to participate.
2.5 Specialty Board Certification. If Managing Physician is or becomes
certified by a medical specialty board, Managing Physician shall maintain
such certification throughout the term of this Agreement, including
complying with any applicable recertification process.
2.6 Records and Allocation Agreements. Managing Physician agrees to follow
Employer's policies, procedures, and directives and to comply with all
requirements of law relating to the preparation and maintenance of complete
and accurate records.
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2.7 Other Professional Services. All amounts earned by Managing Physician
which are from activities which are not related to the performance of
professional services, and which activities do not interfere with the
performance of Managing Physicians obligations under paragraph 1.2
hereunder, including but not limited to, fees, honoraria, and royalties
for teaching, writing, and speaking engagements, shall belong to Managing
Physician. Managing Physician shall not engage in, or commit to engage in
any professional services on behalf of any patient, practice, entity,
partnership or professional corporation, other than Employer.
COMPENSATION
3.1 Managing Physician Compensation. As compensation for the services to be
provided by Managing Physician under this Agreement, Employer shall pay the
Target Compensation (which is composed of Base Compensation plus Incentive
Compensation) and Bonus Compensation, as described below.
(a) Target Compensation. .
Target Compensation for each year during the Initial Employment Term
shall be allocated between Base Compensation and Incentive Compensation
as follows:
Year Base Compensation Incentive Compensation Target Compensation
---- ---- ------------ ---------------------- -------------------
1 $ $ $
2 $ $ $
3 $ $ $
4 $ $ $
5 $ $ $
(i) Base Compensation. Managing Physician shall be entitled to
receive and Employer shall be obligated to pay to Managing
Physician Base Compensation in equal periodic installments, no
less frequently than monthly, in accordance with Employer's
normal payroll practices for physician employees in effect from
time to time. Managing Physician shall not be required to meet
any performance goals to receive such Base Compensation.
(ii) Incentive Compensation. The amount to be paid to Managing
Physician as Incentive Compensation in any twelve (12) month
period shall depend on the net revenue generated by Managing
Physician on Employer's behalf (as defined below) during that
year. If the net revenue generated by the Managing Physician
during each year equals or exceeds the Revenue Goal, Managing
Physician shall receive the total amount of Incentive
Compensation set forth above. If the net revenue generated by
Managing
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Physician during each year is less than Managing Physician's
Revenue Goal, the Incentive Compensation of Managing Physician
shall be reduced by one dollar ($1) for each dollar by which
Managing Physician fails to generate revenue equal to Managing
Physician's Revenue Goal. Employer may periodically pay to
Managing Physician throughout the year a portion of the Incentive
Compensation which Employer deems reasonable given the net revenue
production of Managing Physician throughout the year, subject to
adjustment and reconciliation at year end to reflect actual
performance.
(iii) Revenue Goal. The Revenue Goal during the initial Term shall be
as follows: _________________________
(b) Bonus Compensation. Employer will pay to Managing Physician an
amount equal to percent ( %) of the net revenue of Managing
Physician during each employment year which is in excess of the
Revenue Goal for each year ("Bonus Compensation"). Employer will
pay to Managing Physician such Bonus Compensation earned for any
Employment Year promptly after calculation thereof, but in no
event later than ninety (90) days after the end of each year.
(c) Net Revenue. The net target revenue of Managing Physician shall
mean the aggregate net revenue of Employer attributable to
physician services provided personally by Managing Physician,
including the aggregate amount received in periodic capitation
fees, including bonuses, withhold, open status, and similar
payments from each health maintenance organization, preferred
provider organization, or other managed care plan compensating
Employer on a capitated basis and whose enrollees have selected
Managing Physician as their primary care physician. The net
revenue of Managing Physician shall be determined on an accrual
basis in accordance with generally accepted accounting
principles. Notwithstanding, the Employer will not in any manner
penalize Managing Physician for any revenue losses that are not
within Managing Physician's purview of control. This would
include those happenstances that will occur during the course of
doing business under managed care. Such happenstances are not
limited to, but will include reduction in capitation rates or
loss of contract overall or in part. In this regard, Managing
Physician's net target revenue will be appropriately reduced,
provided that Managing Physician is not the cause for the loss
of such revenue.
ALTERNATE
3.1 Managing Physician Compensation. As compensation for the services to be
provided by the Managing Physician under this Agreement, Employer shall pay
Managing Physician, as follows:
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(i) Base Compensation. Managing Physician shall be entitled to
receive and Employer shall be obligated to pay to Base
Compensation in equal periodic installments, no less frequently
than monthly, in accordance with Employee's normal payroll
practices for physician employees in effect from time to time.
Managing Physician shall not be required to meet any performance
goals to receive such Base Compensation. Managing Physicians Base
Compensation shall be _______________________ Dollars
($__________) per annum.
(ii) Increase in Managing Physician Base Compensation. In the event
that the net operating income from the Practice before physician
compensation ("NOI") exceeds $___________ per year, Managing
Physician shall receive, as additional compensation, an amount
equal to __________ (____%) Percent thereof, which amount shall
be paid within ninety (90) days of the close of the fiscal year.
(iii) Decrease in Managing Physician Compensation. In the event that
the net operating income from the Practice before physician
compensation ("NOI") is less than $_____________ per year,
Physicians Base Compensation shall be reduced by an amount equal
to ____________ (_____%) Percent of such difference.
(iv) Definition of NOI. For the purposes herein, net operating income
before Managing Physician compensation shall be defined to mean
the amount of gross revenue remaining after deducting therefrom
(a) all ordinary costs and expenses incurred in the operation of
the practice, including, by way of illustration and not by
limitation, rent, utilities, telephone, insurance, payroll and
benefits (excluding Physicians compensation hereunder), marketing
expenses, advertising, repairs and maintenance, leases, equipment
depreciation, and similar expenses, (b) bad debts and contractual
allowances, and (c) depreciation and amortization
3.2 Continuing Education. Managing Physician shall be provided with an
allowance of $5,000 per year for continuing medical education.
3.3 Benefits. Managing Physician shall be entitled to those Employee benefits
set forth in Exhibit A. However, such benefits may be changed by Employer
at any time effective upon written notice to Managing Physician if all such
changes are generally applicable to all physician employees of Employer.
3.4 Billing. Employer shall xxxx on behalf of all professional services
performed by Managing Physician. Managing Physician shall cooperate fully
with Employer in facilitating such billing. In the event regulatory or
third party payment programs require any or all services performed by
Managing Physician to be billed in the name of or on behalf of Managing
Physician, Managing Physician shall designate, authorize, and
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appoint Employer as Managing Physician's agent and grant Employer a power of
attorney to xxxx on behalf of Managing Physician for all services performed
pursuant to this Agreement and to obtain provider number(s) to facilitate
such billing. Managing Physician hereby acknowledges and agrees that except
for compensation owing to Managing Physician pursuant to this Agreement, all
revenues arising from the provision of Managing Physician's services shall
be the sole and exclusive property of Employer. Managing Physician further
acknowledges that under the terms of Managing Physician's employment only
Employer is entitled to claim or receive any fees or charges for Managing
Physician's services rendered up to the effective date of termination of
this Agreement.
3.5 Insurance. On behalf of Managing Physician the Employer shall maintain
limits of professional liability (malpractice) insurance coverage during the
term of this Agreement in a form and in amounts not less than $1,000,000 per
occurrence and $3,000,000 per annual aggregate. Upon termination of this
Agreement, to the extent the above referenced coverage was purchased on a
claims-made basis, Employer shall purchase the appropriate tail coverage for
Managing Physician.
3.6 Vacation. Managing Physician shall be entitled to four (4) weeks paid
vacation each year of employment hereunder.
TERM AND TERMINATION.
4.1 Term. Subject to the rights of termination provided for herein, this
Agreement shall continue in effect for an initial term of five (5) years
("Initial Employment Term"), commencing on the date of the Closing of the
Purchase Agreement. This Agreement shall automatically continue for a
successive five (5) year term, provided that the parties, after good faith
negotiations, mutually agree to Managing Physicians compensation and other
employment conditions for such successive term. Each twelve (12) month
period during the term of this Agreement is herein referred to as an
"Employment Year"
4.2 Termination by Employer. Anything in this Agreement to the contrary
notwithstanding, Employer may terminate this Agreement for any of the
following reasons:
4.2.1 Upon three (3) days prior written notice from Employer to
Managing Physician if Managing Physician's license to practice medicine in
the state of New Jersey or DEA registration is suspended or revoked for any
reason and such license or registration has not been fully reinstated to
Managing Physician within ten (10) days after written notice to Managing
Physician by Employer directing Managing Physician to seek such
reinstatement;
4.2.2 Upon three (3) days prior written notice from Employer to Managing
Physician if Managing Physician's active Medical Staff privileges at any
hospital are reduced, suspended, or revoked for any reason whatsoever, and
such privileges have not been fully reinstated to Managing Physician within
thirty (30) days after written notice from
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Employer to Managing Physician directing Managing Physician to seek such
reinstatement;
4.2.3 Upon thirty (30) days prior written notice from Employer to Managing
Physician if Managing Physician, whether due to physical or mental
disability or otherwise, has not performed the duties required hereunder
for at least twelve (12) consecutive weeks;
4.2.4 Upon three (3) days prior written notice from Employer to Managing
Physician if Managing Physician violates any material provision of this
Agreement and such violation is not remedied within thirty (30) days after
an initial notice to Managing Physician specifying the violation;
4.2.5 Upon three (3) days prior written notice from Employer to Managing
Physician, if Managing Physician is determined to be a Sanctioned Person.
As used herein, the term "Sanctioned Person" means a person who: (a) has
been convicted of any offense related to the delivery of an item or service
under the Medicare or Medicaid programs or any other federally or state
funded program, or any other federal or state law or regulation; (b) has
been required to pay any civil monetary penalty under Section 1128A of the
Social Security Act or any state Medicaid program; or (c) has been excluded
from participation in the Medicare, Medicaid, or any other federally or
state funded program; and
4.2.6 Automatically upon the death of Managing Physician.
In addition, nothing in this Section 4.2 shall preclude Employer from
suspending Managing Physician from the performance of any or all duties
normally performed by Managing Physician for any reason whatsoever;
provided, however, that Employer shall be required to compensate Managing
Physician fully during any such suspension until termination of this
Agreement as specified in this Section 4.
4.3 Termination by Managing Physician. Anything in this Agreement to the
contrary notwithstanding, Managing Physician may terminate this Agreement
upon three (3) days written notice from Managing Physician to Employer if
Employer violates any material provision of this Agreement and such
violation is not remedied within thirty (30) days from the date of delivery
by Managing Physician to Employer of written notice specifying the
violation.
4.4 Effect of Termination.
(a) In the event of termination of this Agreement for any reason,
Managing Physician shall only be entitled to Base Compensation
for services performed to the date of termination.
(b) If this Agreement is terminated, other than pursuant to Sections
4.2.3 (relating to disability), 4.2.6 (relating to death), or
4.3 (relating to Employer breach), before the end of the Initial
Employment Term or any Extended Term ("Early
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Termination"), the Managing Physician shall: (i) no longer be
entitled to any payments under this Agreement (as described in
Section 4.4(a) above) and (ii) forfeit a percentage of all
amounts paid or to be paid by IPS to the P.C. and/or Managing
Physician under the Purchase Agreement (the "Forfeited Amounts").
If the Forfeited Amounts are greater than the remaining unpaid
amounts due to P.C. or the Managing Physician under the Purchase
Agreement on the date of Early Termination, the Managing Physician
shall repay to Employer within thirty (30) days of such
termination the difference between the Forfeited Amounts and such
unpaid amounts. The percentage of the amounts paid or to be paid
by IPS pursuant to the Purchase Agreement which shall be forfeited
upon Early Termination shall be as follows:
Percentage to be
Date of Termination Forfeited
------------------- ------------------
During first Employment Year 100%
During second Employment Year 90%
During third Employment Year 80%
During fourth Employment Year 70%
During fifth Employment Year 60%
In the event that this Agreement is terminated at the end of its
initial five year term, or at the end of any extended term, there
shall be no penalty or forfeiture as a result thereof.
Notwithstanding the foregoing, Managing Physician shall forfeit
one hundred percent (100%) of the amounts paid or to be paid by
IPS to the P.C. and/or to Managing Physician under the Purchase
Agreement if Managing Physician voluntarily terminates his
employment hereunder without providing Employer with one hundred
eighty (180) days prior written notice. The foregoing shall not
be construed to limit any other remedies which Employer may have
upon a breach of or other default under this Agreement by
Managing Physician.
NON-COMPETITION
5.1 Covenant Not to Compete.
(a) During the period of time which Managing Physician is employed by
Employer pursuant to the terms of this Agreement and for a period of
two (2) years thereafter, without the prior written consent of Employer
and IPS, Managing Physician shall not, directly or indirectly, own,
manage, operate, join, control, finance, or participate in the
ownership, management, operation, control, or financing of, or be
connected as an officer, director, employee, partner, principal, agent,
representative, consultant, or otherwise, with any medical practice
located
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within a ten (10) mile radius of (i) the current office of the
Practice or (ii) any other office at which Managing Physician regularly
provides services. In such regard, "regularly provides services" means
spending more than fifty percent (50%) of Managing Physician's work
hours at such office within the immediately preceding six (6) month
period. If Managing Physician violates the provisions of this
Section 5.1, the restrictive period set forth herein shall be extended
by a period of time equal to the number of days, if any, during which
Managing Physician is in violation of the provisions hereof.
(b) At any time during a two year period subsequent to the termination of
this Agreement for any reason, Managing Physician shall not solicit or
induce any patient of the Practice to cease being a patient of the
practice for any reason whatsoever, including but not limited to
becoming a patient of Managing Physician.
(c) The restrictions of Section 5.1 shall not apply to Managing Physician
during the two (2) year period after Managing Physician's employment
with Employer expires or terminates if:
(i) Managing Physician terminates this Agreement pursuant to
Section 4.3 hereof;
(ii) This Agreement is terminated by Employer without cause at
any time;
(iii) Employer decides not to offer to extend Managing Physician's
employment with Employer for a period following the Initial
Employment Term at a compensation level (including incentive
compensation) that is comparable to the then current median
compensation for Managing Physician's specialty as reflected
in the physician compensation survey published by the
Medical Group Management Association ("MGMA") for the last
year of the Initial Employment Term; or
(iv) This Agreement is terminated by Employer because of Managing
Physician's disability, and after Managing Physician
notifies Employer that he is able to perform services again
for Employer on a full-time basis, Employer fails to rehire
Managing Physician for the remainder of the Initial
Employment Term at a compensation level which is comparable
to that which would have been received by Managing Physician
during the Employment Year in which Managing Physician
returns or with Employer's compensation plan (including
incentive compensation) then in effect and reasonably
equivalent to that of other physician employees of Employer
with a similar medical specialty, similar productivity, and
similar seniority.
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5.2 Remedies for Violation of Agreement Not to Compete. Managing Physician
hereby acknowledges and agrees that the covenants and restrictions contained
in this Section 5 relate to matters which are of a special, unique, and
extraordinary importance to Employer and IPS and that without such
covenants, IPS would be unwilling to purchase the Practice and Practice
Assets pursuant to the Asset Purchase Agreement or consummate any of the
transactions related thereto and Employer would be unwilling to enter into
this Agreement, and that a violation of any of the terms hereof will result
in irreparable injury to both IPS and Employer. Accordingly, Managing
Physician agrees that IPS and Employer shall be entitled to preliminary and
permanent injunctive relief for a violation or threatened violation of any
such restrictions without having to prove actual damages or to post a bond,
IPS and Employer shall also be entitled to an equitable accounting of all
earnings, profits, and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies
to which IPS and Employer may be entitled in law or equity. Managing
Physician hereby waives any objections on the grounds of improper
jurisdiction or venue to the commencement of an action in the state of New
Jersey and agrees that effective service of process may be made upon
him/her by mail under the notice provisions contained in Section 6.5 of
this Agreement. MANAGING PHYSICIAN ACKNOWLEDGES THAT THE TERMS OF THIS
AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. THE MANAGING PHYSICIAN
REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE
OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE
FULL EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY
KNOWINGLY AND VOLUNTARILY AGREES TO BE BOUND HEREBY.
5.3 Enforcement. It is the intent of the parties that the provisions of this
Section 5 herein be enforceable to the fullest extent permitted by law. If,
however, any portion of any section of this Agreement including the
restrictive covenant as set forth herein is held by a court of law to be
unreasonable in any proceeding, then the period of time, the geographic
area, or such other restrictions shall be reduced by the elimination or
reduction of such portionthereof, so that such restrictions may be enforced
in a manner that is adjudged to be reasonable.
GENERAL PROVISIONS
6.1 Assignment. The rights and obligations of Employer under this Agreement
shall inure to the benefit of and be binding upon the successors and assigns
of Employer. This Agreement may be assigned by Employer, without the
consent of Managing Physician, to any parent, subsidiary, or affiliated
entity of Employer. This Agreement, being a contract for the personal
services of Managing Physician, shall not be assignable by Managing
Physician.
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6.2 Waiver. No waiver of any term, provision, or condition of this Agreement,
whether by conduct or otherwise, in any one or more instances shall be
deemed or be construed as a further or continuing waiver of any such term,
provision, or condition of this Agreement.
6.3 Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those to
which it is held invalid or unenforceable shall not be affected thereby
and each term and provision of the Agreement shall be valid and enforceable
to the fullest extent permitted by law.
6.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of state of New Jersey.
6.5 Notices. Notices under this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered or if mailed by
certified, registered mail, return receipt requested, by nationally
recognized overnight mail, courier, or in person as of the date of receipt
to the parties hereto at the following addresses:
If to Managing Physician:
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With a required copy to:
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If to Employer:
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With a required copy to:
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6.6 Integration. This Agreement between the parties with respect to the
subject matter hereof supersedes and takes the place of all prior agreements
and negotiations, either oral,
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written, or implied. This Agreement may be modified only by an agreement
in writing signed by both parties.
6.7 Counterparts. This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which together shall be one and the
same instrument.
6.8 Change of Law.
(a) Not withstanding any other provision of this Agreement, if during
the term hereof any Change of Law results in an Adverse
Consequence (as such terms are defined below), Employer and
Managing Physician agree to cooperate in making reasonable
revisions to this Agreement in order to avoid such Adverse
Consequence(s). If Employer and Managing Physician fail to agree
to such revisions after 60 days following notice by either Party
to the other requesting renegotiation, then either Party may
terminate this Agreement upon 30 days further written notice.
(b) As used herein, "Change of Law" shall mean: (a) any new
legislation enacted by the federal or any state government; (b)
any third party payor or any governmental agency (including but
not limited to the IRS or the Office of Inspector General of the
Department of Health and Human Services) passes, issues or
promulgates any new rule, regulation, or guideline or any
interpretation of an existing law, rule, regulation, or
guideline; or (c) any judicial or administrative body issues any
order or decree.
(c) As used herein, "Adverse Consequence" shall mean a Change of Law
that prohibits, restricts, limits, or otherwise affects either
Party's rights or obligations hereunder in a material manner or
otherwise makes it desirable for either Party to restructure the
relationship established hereunder because of material legal or
financial consequence expected to result from such Change of Law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
IPS Physicians/__________, P.A
ATTEST: ____________________ By: ________________________
WITNESS: ____________________ _____________________
Managing Physician
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EXHIBIT "A"
BENEFITS
1. Healthcare Benefits Plan for Managing Physician and his/her legal
dependents.
2. Prescription Card with minimum $10 co-payment.
3. Disability Insurance.
4. Optional Dental Benefit.
5. Vision Care Benefit.
6. Pension Plan - 401(K) - Employers contributions, if any, are discretionary
7. Continuing Medical Education Credit
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