Exhibit 10.5
PROFESSIONAL PERSONNEL SERVICES AGREEMENT
THIS PROFESSIONAL PERSONNEL SERVICES AGREEMENT (the "Agreement") is made
the 11th day of December, 1998, by and between Medical Advisory Systems, Inc.,
a Delaware corporation, with an address of 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxxxxx 00000 (the "Provider") and Hall & Doc-Talk Associates, P.A., a
Maryland professional corporation with an address of 0000 Xxxxxxxx Xxxxxxxx
Xxxx., Xxxxxx, Xxxxxxxx 00000(xxx "Physician").
RECITALS
A. Physician is a physician or a physicians' group comprised of licensed
physicians, which engages other licensed physicians and health care providers to
provide medical information and assistance to service providers of same.
B. Provider is engaged in the business of providing medical information
and assistance to clients and third-party assistance providers (the "Services"),
as more fully described on Exhibit A attached hereto and made a part hereof, as
such Exhibit A may be amended from time to time.
C. Physician and Provider wish to enter into an agreement whereby
Physician shall furnish Services to Provider.
NOW, THEREFORE, Provider and the Physician, for and in consideration of the
mutual covenants and agreements set forth herein, do hereby agree as follows:
GOVERNING TERMS
This Agreement and the attached Exhibit A, as may be amended from time to
time, constitute the sole, exclusive and entire agreement between Physician
and Provider. Any modifications must be in writing and signed by both
parties. This Agreement and the attached Exhibit A shall control in the
event of any inconsistency in any document referred to or incorporated
herein, or provided by Provider.
SCOPE OF SERVICES
Physician agrees to perform all Services described in Exhibit A attached
hereto and made a part hereof. No change or increase in the Scope of
Services shall be valid unless agreed to in writing by Physician and
Provider in advance of performance of the Services.
PERFORMANCE; TIME FOR PERFORMANCE
Physician is retained to provide Services for and on behalf of Provider in
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accordance with the terms of this Agreement, the attached Exhibit A hereto
and the policies and procedures reasonably adopted from time to time by
Provider. In connection with the performance of Services, Physician agrees
to complete such time records, reports and documents as may be reasonably
required by Provider from time to time. Additionally, Physician agrees to
provide such other ancillary and related services as reasonably requested
by Provider from time to time during the term of this Agreement. Physician
shall provide Services at the office of Provider, on a day or days of the
week as assigned by Provider.
MATERIALS, EQUIPMENT AND LABOR
Provider undertakes and agrees to furnish to Physician all supplies,
materials and related equipment necessary to complete the required
Services.
PAYMENTS
Provider shall pay Physician the agreed amount for Services rendered and in
accordance with the terms set forth in Exhibit A. Physician shall submit
invoices weekly and such invoices shall be paid by Provider within 7 days
of receipt thereof.
DISCLAIMER
The parties understand that the medical personnel who shall provide
Services as referenced herein, are not agents or employees of Physician,
but are independently licensed and insured contractors. It is understood
that Physician does not have any control over the judgement exercised by
any of these independent medical contractors and shares no liability for
same.
FORCE MAJEURE
If either party is prevented in whole or in part from performing its
obligations under this Agreement by unforeseeable events or causes beyond
its control and without its fault or negligence, then during the course of
such event or cause the party so prevented shall be excused from whatever
performance is affected by such event or cause; provided that such party
provides prompt written notice to the other party of such condition. The
acts or events of force majeure include, but are not limited to acts of
God, unusually severe weather, labor disputes, fires, riots, civil
commotion, acts of federal, state or local governmental authorities, and
acts of war.
SUBCONTRACTS
Physician shall require each subcontractor to adhere to the terms and
conditions of this Agreement and all applicable policies and procedures.
Nothing herein shall be deemed to create a contractual relationship between
any such SUBCONTRACTOR and Provider.
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ASSIGNMENT
Neither party shall assign this Agreement in whole or in part without the
prior written consent of the other party.
RESPONSIBILITIES OF PROVIDER
Provider shall furnish Physician with physical and administrative
assistance and support as reasonably required in Physician's performance of
Physician's obligations hereunder, including (1) office facilities, (2)
technical assistance, (3) supplies and equipment, (4) reception and
telephone answering services, (5) stationery and office supplies, (6)
resource library facilities, and (7) parking facilities. Provider shall
reimburse Physician for the cost of professional liability insurance and
workers' compensation insurance related to the provision of Services.
Provider shall be responsible for billing and the collection of all fees
for Services from clients and third-party providers. Physician shall adopt
and maintain commercial reasonable procedures for recording Services
rendered as directed by Provider from time to time.
LICENSES AND PERMITS
Physician shall secure and maintain at all time during the term of this
Agreement any and all licenses and permits as shall be necessary to render
the Services to be performed by Physician under this Agreement. Each
physician or health care provider subcontractor shall at all times while
engaged by Physician to provide Services hereunder have and maintain a
professional license to practice medicine in one of the states of the
United States of America.
CONFIDENTIALITY AND CONFLICTS OF INTEREST
Each of Physician and Provider agrees to hold in strict confidence any and
all information provided by the other party in the course of rendering the
Services. (the "Information"). This section shall not apply to any
Information or portions of such Information which (a) are or become
generally available to the public other than as a result of a disclosure by
the other party, or (b) becomes available on a non-confidential basis from
a source other than the other party, or (c) is the subject of a written
release letter provided by the other party. If there is reasonable doubt
about the confidential status of any information, Physician or Provider
must inquire with the other party in writing as to such information.
RESPONSIBILITY OF PHYSICIAN AND ITS PERSONNEL
Physician shall at all times enforce strict discipline and good order among
its subcontractors that enter Provider's offices, and shall not knowingly
engage any unfit or untrained person or anyone not skilled in the work
assigned to him. Provider may require changes in personnel assigned to
perform services on Provider's site when, in Provider's opinion,
Physician's work is not being performed timely or satisfactorily.
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INSURANCE
Physician shall, for the mutual protection and benefit of both Physician
and Provider, procure and maintain in full force and effect at all times
during the performance of the Services policies of insurance issued by
carriers acceptable to the Provider which afford the following coverages:
a. Workers' Compensation - Statutory
b. Professional Liability Insurance - Not less than
$1,000,000
Physician hereby agrees to deliver to Provider a Certificate(s) of
Insurance evidencing the above coverage with limits not less than those
specified above.
INDEMNIFICATION
Each of Physician and Provider agrees to indemnify, defend and hold
harmless the other from and against all claims, suits or demands of any
kind and description, and from and against all alleged or actual damages,
loss, fines or penalties which the other party's property may sustain,
incur, suffer or receive and which arise or allegedly arise in whole from
the other party's performance under this Agreement or from any other
conduct, actions or inactions by the other party. Provider shall
indemnify Physician for any costs, penalties or interest related to an
adverse determination as to the independent contractor status of
Physician's subcontractors. The parties agree that any contractual
indemnification of Provider by a Client of Provider is intended to pass
through to Physician for Services provided to said Client.
RIGHT TO TERMINATE AGREEMENT
Termination For Cause.
Provider may terminate or cancel this Agreement in whole or in part for
cause if: (1) Physician's performance does not conform to Provider's
obligation under the terms of this Agreement; (2) Physician fails to
timely and satisfactorily provide its Services to Provider. Where a basis
for termination exists, Provider will give Physician written notice
specifying Physician's deficiencies. Physician will have seven (7) days of
the date of Physician's receipt of written notice to correct stated
deficiencies. Should deficiencies not be corrected, Provider may
terminate this Agreement for cause. Any notice of termination shall
specify the extent to which performance under the Agreement is terminated,
and the effective termination date. Provider shall pay Physician for
performance received, approved and accepted by Provider prior to the
effective date of termination.
Termination For Convenience (Without Cause).
Physician or Provider may, by written notice, terminate or cancel this
Agreement upon sixty (60) days written notice to the other party and for
any reason. In the
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event this Agreement is terminated for convenience or canceled, Physician
shall be entitled to recover the balance due on the Agreement for the
Services received, approved and accepted by Provider up through the date of
termination.
DISPUTES:
Any dispute arising out of, or in connection with, this Agreement shall
first be subject to mediation administered by the American Arbitration
Association. Any dispute which cannot be amicably settled through
mediation between the parties shall be finally settled by arbitration under
the Rules of Commercial Arbitration of the American Arbitration
Association. A demand for arbitration may be made as soon as it becomes
apparent that the matter cannot be settled through mediation. The
mediation or arbitration shall take place at a mutually convenient location
in the city closest to Physician's facility. The resulting decision of the
arbitrators shall be final and binding on the parties. Judgment upon any
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. No request or demand for mediation or arbitration
shall be made after the date on which the applicable statute of limitations
would expire.
GOVERNING LAW:
This Agreement, including performance and all disputes hereunder, shall be
governed by the laws of the state of Maryland.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WITNESS: PHYSICIAN:
Hall and DocTalk Associates, Inc.,
a Maryland professional corporation
____________________ By: /s/ Xxxxxx X. Xxxx, M.D., M.I.M.
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Xxxxxx X. Xxxx, M.D., M.I.M., President
WITNESS: PROVIDER:
Doc-Talk, L.L.C.
a Delaware Limited Liability company
____________________ By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
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