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Exhibit 10.17
OPTHALMOLOGIST MEMBERSHIP AGREEMENT
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC.
THIS AGREEMENT entered into this 3RD day of APRIL, 1997, by and between
TRUEVISION LASER CENTER OF ALBUQUERQUE, INC. (hereinafter "TrueVision")
and XXXXXX X. XXXXXXX (hereinafter referred to as "Doctor").
WHEREAS, TrueVision is in the business of operating an opthalmic 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, pre-operative 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
opthalmology; 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 agrees 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 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 Application for Professional Membership;
(2) Evidence of current unrestricted license to practice medicine
in the State of New Mexico;
(3) Evidence of current board certification, if any; and
(4) Evidence of the insurance required in paragraph 4b, below.
TrueVision will promptly review Doctor's professional 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 Professional Membership has been
approved.
b. TRAINING Upon positive conclusion of the credentialing
process Doctor will be required to participate in the TrueVision Physician
Orientation to complete the mandatory FDA excimer laser training. From time
to time, TrueVision will sponsor the FDA training. This Program will be
provided to Doctor by TrueVision in Albuquerque, NM for such fee that the
Board of Directors of TrueVision may determine is necessary to cover the
costs of such training. Doctors may also 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 TrueVision orientation 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 and supplies necessary to perform the LR
Procedure including, but not limited to, the excimer 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.
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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 owned. 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 TrueVision
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 in conjunction with the Marketing
Program discussed below to establish cross referrals among members. 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
distributed 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 TrueVision will assist individual member doctors 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. 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
fees for Doctor's professional services, the professional services of any
other member, as well as TrueVisions portion for facility usage, royalties,
licenses, taxes and supplies will be included in one xxxx to the patient. For
purposes of administrative ease 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
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technology; including but not limited to "Pillar Point" fees, the allocation
of the billing will be 50% to the Doctor and/or co-managing 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 patient, the co-management care
and fees shall be paid by TrueVision 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 Advisory Board and modified to
reflect contemporary standards of practice and 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. TRUEVISION 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
the 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 NSF 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 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. Doctor 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.
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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/$600,000. 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 received and agreed to by the
Medical Advisory Committee but shall not require any other financial
contribution by the Doctor.
Optional, cooperative, cost-saving marketing programs may be
offered to members from time to time which will specifically allow for
TrueVision to contribute funding in support of that member's personal
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 pre-operative and
post-operative ophthalmic data to TrueVision on all patients who are treated
at the Laser Center.
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
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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 successors 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 this Agreement shall be subject to amendments in such
laws and regulations or changes in interpretation thereof. Any provisions or
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, 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 of 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 or 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 terminate 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 privileges under this Agreement.
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TrueVision may terminate this agreement at its option upon the vote of the
Medical Advisory Committee for cause, including but not 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 subpoena 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.
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/or litigation which may arise under this Agreement, New
Mexico Law shall govern. Exclusive venue shall be with the Courts of
Bervialillo County, New Mexico. 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 superceded by this Agreement.
c. SEVERABILITY. All provisions of this agreements 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:
XXXXXXX X. XXXXXXX, M.D. APRIL 3, 1997
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Name Dated
/s/ XXXXXXX X. XXXXXXX, M.D.
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Signature
"DOCTOR"
XXXXXX X. XXXXXXX APRIL 3, 1997
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Name Dated
/s/ XXXXXX X. XXXXXXX
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Signature
"TRUEVISION"
TRUEVISION LASER CENTER
OF ALBUQUERQUE, Inc.
XXXX DE SANSIS APRIL 3, 1997
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Name Dated
/s/ XXXX DE SANSIS SENIOR VICE PRESIDENT
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Signature Title
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