Exhibit 10.3
Agreement with Kohala Clinic
Agreement between StarMed Group, Inc. (StarMed) and Kohala Clinic (Kohala), a
professional medical corporation licensed by the State of Hawaii.
The objective of this agreement between StarMed Group, Inc. and Kohala is to
expand the medical services presently being offered to the public by Kohala to
include StarMed Wellness programs, both proactive and reactive as well as
nutritional supplements and medicinal products.
Kohala is at present, operating a medical clinic at 00-000 Xxx Xxxxx, Xxxxx
Xxxxxx, Xxxxxxx, XX, 00000. As professional licensor, Dr. Xxxxxx Xxxxxxxxxx, or
a medical doctors selected by him, agrees to serve as Medical Director to
perform, supervise and be responsible for all medical supervision. Such
responsibilities shall include supervision of all medical services that require
professional licensure under Hawaii law. Xx. Xxxxxxx Xxx agrees to serve as
Clinical Director and to perform all medical services as jointly determined with
Medical Director.
StarMed Group through Kohala's Medical Director shall introduce and develop
medical services, both reactive and proactive. These expanded medical services
may include those for total wellness, weight loss and diabetes, anti-aging, skin
rejuvenation, female hormone therapy, food allergies and pain management
depending upon community needs as determined by StarMed. StarMed shall have the
responsibility to train the medical doctor and staff in each of these medical
specialties. The facilities shall operate under the name Kohala Clinic, a
StarMed Wellness Center.
StarMed shall manage the business aspects of the Center in consultation with the
Medical Director. StarMed agrees that it will have no authority directly or
indirectly to perform, supervise or be responsible for any of the medical
procedures at the Center which require professional licensure in accordance with
Hawaii law.
StarMed shall provide all funds that it deems necessary for the introduction of
its Wellness medical program, contracting of medical staffing, etc., products
and advertising. Kohala shall not be required to contribute funds for such
expansion.
StarMed, as Manager, shall receive all revenues generated by the Center. Such
revenues shall belong to StarMed who shall be responsible for paying all
operating costs including payments to doctors and staff, rent, medical
equipment, and supplies. A separate bank account shall be established by StarMed
for such receipts and disbursements where all funds collected for services and
products shall be deposited for managing the business activities of the Medical
Group. StarMed shall provide initial funds at its discretion to develop the
Wellness facilities including funds for medical equipment, supplies, products,
advertising and promotion.
Kohala shall receive compensation from StarMed Management equal to
thirty-three percent (33%) of the revenues received as a result of medical
services performed. Kohala shall also receive twenty percent (20%) of the gross
revenues received from the sale of supplements provided by StarMed. Kohala shall
receive a monthly minimum of $3,500.00 of the revenue from receipts of the
center.
Personnel. During the term of this Agreement, StarMed shall provide all
required personnel. All personnel which StarMed provides shall be employees of
StarMed, who shall be responsible for the payment to all such persons of all
compensation, including reasonable base salary, fringe benefits, bonuses, health
and disability insurance, worker's compensation insurance and any other benefits
which StarMed may deem proper. StarMed shall be responsible for contracting for
the services of various medical specialties that might be required such as
nutritionist, acupuncturist, physical therapist, and cosmetology. Medical
Director shall be solely responsible for the supervision of all such personnel
in connection with all clinical functions and responsibilities performed by any
such personnel. Every effort will be made to continue the services of the
current medical specialist.
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Facilities. Kohala has under lease, office facilities as previously
describe and shall provide such space and existing furnishing as mutually agreed
upon. The existing lease of the premise shall remain or if extended under the
Medical Director's name but rent shall be an obligation of StarMed as long as
this management agreement remains in effect
Title to all existing furniture/fixture and equipment shall remain the
property of the Kohala. Title to all new furniture, fixtures and equipment
purchased and supplied by StarMed shall remain the property of StarMed.
Marketing. StarMed shall be responsible for advertising, marketing and
public relations to promote the services provided by the Center.
Fee Schedule. StarMed shall establish a fee schedule for services,
devices and supplies provided to patients of the Center and may change it fee
schedule from time to time. The fee schedule shall be competitive with the
prevailing charges of comparable medical practices. Patients shall be charged
and billed for all services provided in accordance with this fee schedule.
Use of Names
Ownership and License. The parties hereto agree that Kohala shall
operate in association with names and logos that are the exclusive property of
StarMed. Such Names may only be used in conjunction with the provision of
services at the Center.
Performance of Services. StarMed shall not be required to provide
personnel or render services exclusively to the Kohala. The parties agree that
no provision of this Agreement shall be construed as limiting in any way
StarMed's right to own, operate or manage other Centers facilities or to provide
management or administrative services to any other person or entity in StarMed's
sole discretion.
Licensure. Kohala shall be appropriately licensed under all applicable
Hawaiian laws, that each physician rendering medical services on behalf of
Medical Director shall be duly licensed to practice medicine in the State of
Hawaii and in good standing with the applicable Medical Board of Hawaii.
Charges. Medical Director and StarMed agree to charge patients only in
accordance with the established fee schedules at the Center and agrees not to
waive fees, other charges, co-payments or deductibles.
Indemnification.
Kohala shall, jointly and severally, cause each of its practicing physicians to,
indemnify, defend and hold StarMed, and its officers, shareholders, directors,
employees and agents, harmless from and against any and all liability, loss,
damage, expense, cost, claim or cause of action which may arise directly or
indirectly, from any act, error or omission by Medical Director, its officers,
shareholders, directors, employees, agents or representatives and any person
rendering medical services under Medical Director's supervision, including, but
not limited to, such attorney's fees as are paid or incurred by StarMed, or its
officers, shareholders, directors, employees or agents.
StarMed shall indemnify, defend and hold Kohala, and its officers, shareholders,
directors, employees and agents, harmless from and against any and all
liability, loss, damage, expense, cost, claim or cause of action which may
arise, directly or indirectly, from any act, error or omission by StarMed, its
officers, shareholders, directors, employees, agents or representatives,
including but not limited to, such attorney's fees as are paid or incurred by
Kohala, or its officers, shareholders, directors, employees or agents.
Term. This Agreement shall have a term of three years from the Effective Date,
unless sooner terminated in accordance with the terms of this Agreement. This
Agreement shall be automatically renewed for
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successive one year periods, unless otherwise terminated in accordance with the
provisions of this Agreement. Each renewal term shall be upon the same terms and
conditions contained in this Agreement unless otherwise agreed to in writing by
the parties.
Termination. This Agreement may be terminated as follows:
(a) By Kohala:
(i) StarMed shall be deemed to be in default under this
Agreement if StarMed is in violation or breach of any material covenant or
condition to be performed or observed by it under this Agreement, which
violation or breach is not cured within fifteen (15) days after delivery to
StarMed of a written notice specifying in detail such violation or breach,
unless such breach cannot be cured within fifteen (15) days and the breaching
party gives timely notice to the other party to such effect and promptly
undertakes appropriate actions to effect such cure and diligently pursues such
action to conclusion. Kohala may, at its election, terminate this Agreement by
giving not less than twenty-four (24) hours written notice to StarMed after such
violation or breach is not cured within such 15-day period or longer period
specified above.
(b) By StarMed:
(i) Kohala shall be deemed to be in default under this
Agreement, (i) if Kohala fails to pay any amounts due StarMed within ten (10)
days after the same becomes due under this Agreement, or (ii) if Kohala is in
violation or breach of any material covenant or condition to be performed or
observed by it under this Agreement, which violation or breach is not cured
within fifteen (15) days after delivery to Kohala of a written notice specifying
in detail such violation or breach, unless such breach cannot be cured within
fifteen (15) days and the breaching party gives timely notice to the other party
to such effect and promptly undertakes appropriate actions to effect such cure
and diligently pursues such action to conclusion.
Insurance.
(a) Liability Insurance. During the term of this Agreement, StarMed
shall obtain and maintain, at StarMed's sole expense, a comprehensive general
liability insurance policy and such other similar insurance covering Kohala and
StarMed as may be required, in such amounts, with such coverages and with such
companies as StarMed may reasonably determine.
(b) Malpractice Insurance. During the term of this Agreement, Kohala
shall obtain and maintain, at sole expense, professional liability insurance
covering, Medical Director and each employee and agent with limits of $1 million
per occurrence and $3 million in the annual aggregate. In the event that any
such insurance coverage is obtained on a "claims made" basis, StarMed shall,
upon the expiration or termination of this Agreement, obtain, at Medical
Director's expense, full "tail" coverage to cover any event that may have
occurred during the term of this Agreement.
Non-Solicitation. Kohala and each of the physicians employed or engaged
by Kohala shall not, during the term of this Agreement and for a period of two
(2) years from the termination or expiration of this Agreement (except with
respect to patients who are involved in an active on-going course of medical
treatment at the time of termination of this Agreement).
Non-Compete. Except as otherwise explicitly contemplated herein, Kohala
and each of the physicians employed or engaged by Kohala shall not, during the
term of this Agreement and for a period of two (2) year from the termination or
expiration of this Agreement (except with respect to patients who are involved
in an active on-going course of medical treatment at the time of termination of
this Agreement).
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General Provisions.
(a) Arbitration. The parties hereby consent to the resolution by
binding arbitration of all claims or controversies in any way arising out of,
relating to or associated with this Agreement. Any arbitration required by this
Agreement shall be conducted before a single arbitrator in Los Angeles County,
California in accordance with the commercial arbitration rules of the American
Arbitration Association then existing, and any award, order or judgment pursuant
to such arbitration may be enforced in any court of competent jurisdiction.
(b) Law. This Agreement shall be governed by the laws of the State of
California.
(c) Notices. Any notices or other communications that either party may
desire or may be required to deliver to the other party shall be duly made and
given if given in person or if sent by overnight or United States mail, postage
prepaid, registered or certified mail, with return receipt requested, addressed
as follows:
If to Kohala If to StarMed Group, Inc.
Kohala Clinic Xxxxxx Xxxxxxxxx
59-210 Ala Kahua, North Kohala 0000 Xxxxxxx Xxxx Xxxx # 0000
Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
Kohala Clinic "StarMed Group, Inc."
a Hawaiian professional medical corporation A Nevada Corporation
By: /s/ Xxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxx
--------------- --------------------
Name: Xxxxxxx Xxx Name: Xxxxxx Xxxxxxxxx
Title: ____________ Title: President
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