Recitals
WHEREAS, Company provides consulting and administrative services to Physician, including providing a platform for Physician to match with Nurse Practitioners and Physician Assistants (collectively “Advanced Practice Providers” or “APPs”) for collaborative practice arrangements (the “Services”); and
WHEREAS, Physician is duly-licensed to practice medicine in the state where he/she is providing supervision to APPs, and is willing to provide required collaborative services to APPs (“Collaboration Services”) under the terms and conditions of this Agreement and the agreement entered into between Physician and APP (“Practice Collaboration Agreement”); and
WHEREAS, Company desires to provide the Services to Physician and Physician desires to utilize Company’s services to match with APPs and to provide Collaboration Services to such APPs as described in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this Agreement and for other valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Duties of Company
A. Company will display Physician’s profile on its platform which provides APPs the ability to search its database for physicians who match their needs. The decision to collaborate will be made by mutual agreement of Physician and APP, and Company shall have no role or responsibility with respect to that decision.
B. Company shall provide templates for the Practice Collaboration Agreements.
C. Company shall facilitate payment of fees by the APP to Physician.
2. Duties of Physician
A. Set Up Requirements. Physician shall complete all required information to establish their professional profile, including a pricing matrix (together “Profile”) before Physician can be listed on Company’s platform. When contacted by an APP about a video call invitation, Physician shall either accept or reject the invitation. Following the call, Physician may then either accept or decline the collaboration. If Physician accepts the collaboration, the APP must accept as well. Physician and APP shall enter into a Practice Collaboration Agreement before Collaboration Services can begin.
B. Collaboration Services. Physician agrees to provide appropriate clinical oversight in compliance with federal and state laws and the Practice Collaboration Agreement, including the following services:
(1) be available during all normal business hours for consultation;
(2) have a live call (video call preferred) with APP each calendar month;
(3) review at least the state’s required minimums of the clients charts each calendar month and provide feedback as needed;
(4) provide consultation and medical advice as needed; and
(5) periodically report on the Company platform completion of the above duties and any others as noted in the Practice Collaboration Agreement and complete reporting by the last business day of the month in which duties are provided.
C. Standard of Care. Physician shall at all times render Collaboration Services in a competent, professional and ethical manner, in accordance with prevailing standards of medical practice and conduct, and in material compliance with all applicable statutes, regulations, regulations, rules, orders and directives of any and all applicable governmental, regulatory and accreditation bodies having competent jurisdiction.
D. Exercise of Independent Professional Judgment. Nothing contained herein shall be construed as giving Company control over, or the right to control, the professional judgment, treatment, or medical actions of Physician with respect to Collaboration Services rendered by Physician.
3. Qualifications/Representations and Warranties of Physician
Physician hereby represents and warrants to Company the following:
A. Medical License. Physician is duly licensed, registered and in good standing under the laws of the state(s) listed in Schedule 1, and that license and registration has not been suspended, revoked, terminated, or restricted in any manner. Physician shall provide proof of current licensure to Company prior to Physician providing Collaboration Services to an APP.
B. DEA Registration. Physician is registered with the Federal Drug Enforcement Administration (DEA) and the state agencies in the state(s) listed in Schedule 1 to prescribe medication, including controlled substances, without sanction, restriction or limitation. Physician shall provide proof of current registration to Company prior to Physician providing Collaboration Services to an APP.
C. Sanctioned Physician. Physician is not currently and has not been suspended from participation in or subject to any type of criminal or civil sanction, fine, civil money penalty, exclusion or other penalty by any private or public health insurance program, including Medicare, Medicaid or any other federal or state health insurance program (a “Sanctioned Physician”).
D. Disability. Physician is not subject to any physical or mental condition that substantially impairs Physician’s ability to perform the duties required under this Agreement.
E. Compliance. Physician shall comply with the standards and requirements of all applicable federal, state, local and other laws, rules and regulations governing the Services, applicable professional standards and each Practice Collaboration Agreement entered into in accordance with this Agreement, all applicable Company policies and procedures, including Company’s compliance program.
F. Malpractice. Physician is not currently involved in any malpractice suit, claim, or settlement negotiations, nor have any been threatened.
G. Disciplinary Action. Physician is not currently and has not been the subject of any disciplinary, peer review or professional review investigation, proceeding or action instituted against Physician by any licensure board, hospital, medical school, health care facility or entity, medical practice, peer review or professional review committee or body, or governmental agency.
H. Investigations. Physician is not currently and has not been subject to any investigation or proceeding against Physician, based on allegations or suspicions that Physician violated professional ethics or standards, or engaged in illegal, immoral or other misconduct relating to the practice of medicine.
I. Denial of Applications. Physician is not currently and has not been subject to any denial or withdrawal of an application in any state for licensure as a Physician, for medical staff privileges at any hospital or other health care entity, for board certification or recertification, for participation in any third-party payment program, for state or federal controlled substances registration, or for malpractice insurance.
J. Restrictive Covenants. Physician assures Company that they are not subject to any restrictive covenants or agreements that limit competition or restrict the disclosure of trade secrets or confidential information with any Party other than Company. Physician recognizes that Company has relied on this assurance in entering into this Agreement. If Physician is legally prohibited from providing the Collaboration Services specified in this Agreement, Company will not be required to compensate Physician during the period such prohibition is in effect.
K. Notification. Physician shall promptly notify Company in writing if any of the qualifications or representations and warranties contained in this Section 3 are no longer true.
3. Compensation
A. Payment. As consideration for entering into this Agreement and providing the Collaboration Services, Physician shall be compensated monthly in the amount agreed upon between physician and APP in the Collaboration Services Agreement.
B. Requirements. Periodically, as Collaboration Services are provided, but no later than the last day of each calendar month, Physician will enter required information on the Company portal to affirm all outlined activities have been completed. Within 5 business days following the last day of the month, payment will be sent via ACH to the Physician’s designated account. If Physician has not completed the attestation by the last day of the month, payment will be sent within 5 business days of completion of the attestation.
C. Payment Terms. Physician acknowledges that Physician is providing Collaboration Services to APP and not to Company. Company facilitates payment to Physician by passing on fees for Collaboration Services that it collects from APPs. If the APP does not forward payment to Company by the 15th of the month, Company’s agreement with the APP will be terminated, and Company will only be responsible to Physician for payment for the first 15 days of the month. In such an event, Company will notify Physician immediately that its arrangement with the APP has been terminated and that Physician will not be compensated for any Collaboration Services provided after the date of notification.
4. Term and Termination
A. Term. The initial term ("Initial Term") of this Agreement shall commence on the Effective Date and continue for one (1) year, unless earlier terminated as provided below. The Agreement shall automatically renew annually ("Renewal Term") on the anniversary of the Effective Date, unless terminated earlier in accordance with this Agreement.
B. Termination.
Without Cause Termination. Either Party may terminate this Agreement without cause by providing sixty (60) days prior written notice to the other Party.
Termination by Mutual Agreement. The parties may terminate this Agreement immediately upon mutual written agreement of the Parties.
Termination for Breach. Either Party may terminate this Agreement due to a material breach of any term of this Agreement by the other Party upon written notice of such breach to the breaching Party, and the failure of the breaching Party to cure such breach within thirty (30) days after receiving such notice.
Immediate Termination by Company. Company may immediately terminate this Agreement by written notice to Physician upon the occurrence of any of the following:
(a) any local, state or federal government or regulatory authority revokes, withdraws or suspends any of Physician's licenses, permits or certifications, with such termination effective immediately upon the effective date of such withdrawal, revocation or suspension;
(b) Company, or any local, state or federal regulatory agency reasonably believes that the health or safety of any of APP’s or Physician’s patients is jeopardized by actions or behavior of the Physician;
(c) Physician is unable to qualify for the professional liability insurance coverage provided by Company;
(d) a determination that Physician is a Sanctioned Physician;
(e) termination, revocation, exclusion, limitation or restriction of Physician from participating in any managed care plans, preferred Company arrangements or third-party reimbursement programs relating to quality of care or violation of law;
(f) the indictment or felony conviction of Physician (including the entering of a plea of guilty or nolo contendere) for Medicare or Medicaid Program-related offenses;
(g) the indictment or conviction of Physician (including the entering of a plea of guilty or nolo contendere) of a felony or a crime or moral turpitude; or
(h) upon the death, or disability of Physician that lasts for ninety (90) days.
C. Effect of Termination. Upon termination, the Parties shall have no further obligations except those accruing prior to termination or those that expressly survive termination.
5. Confidential Information of Company.
Physician acknowledges that during Physician’s association with Company, Physician may be brought into contact with business plans, methods of operations, pricing policies, marketing strategies, records, trade secrets and other information regarding Company, its officers, employees, patients, vendors, finances, financings, billings, payor arrangements, and services, all of the foregoing obtained by Physician or disclosed to Physician, or known by Physician as a consequence of his/her relationship with Company under this Agreement ("Confidential Information"). Therefore, Physician shall not in any manner, directly or indirectly, disclose to any third Party whatsoever, or use for any purpose other than to carry out Physician's duties hereunder, any such Confidential Information. Upon the termination of this Agreement by either Party or for any reason, Physician shall immediately return to Company any and all materials containing such Confidential Information. The restrictions in this Article on disclosure and use of information shall not apply to information which is in the public domain, or which comes into the public domain through no fault of Physician, or if such disclosure is required by law.
6. HIPAA Compliance Requirements.
Physician shall maintain the confidentiality of patient-related information acquired by virtue of, or arising out of, or in connection with the performance of Collaboration Services pursuant to this Agreement and to all Practice Collaboration Agreements, except as may be required by law. Physician hereby represents and warrants and covenants that it is presently taking and will continue to take all actions necessary to assure that it shall, on or before each applicable compliance date and continuously thereafter, comply with Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, including without limitation, the Standards for Electronic Transactions and Code Sets (45 CFR Parts 160 and 162), the Standards for Privacy of Individually Identifiable Health Information (45 CFR Parts 160 and 164), the Security Standards for the Protection of Electronic Protected Health Information (45 CFR Parts 160 and 164) and such other regulations that may, from time to time, be promulgated thereunder.
7. Non-Solicitation, Non-Circumvention, and Interference with Business. Physician agrees to the following non-solicitation covenants during the term of this Agreement with Company and for 1 year following termination of the Agreement for any reason by either Party:
A. Non-Solicitation. Physician shall not, directly or indirectly, solicit or induce - or encourage another entity or person to solicit or induce - any person employed by the Company or any person retained by the Company as an independent contractor to terminate an employment relationship or contract with the Company or to obtain employment with another entity or person besides the Company.
B. Non-Circumvention. Physician is barred from directly engaging, outside of the terms and conditions of this Agreement or any Practice Collaboration Agreement with an APP introduced to Physician by Company.
C. Interference with Business. During and after the Term, Physician shall not, whether directly or indirectly, undertake any act with the intent to disrupt, impair or interfere with the business of Company in any way, whether by way of interfering with or disrupting its relationships with APPs, contracted physicians, agents, representatives, contractors, or suppliers, or otherwise. Physician agrees not to harm Company’s business interests or reputation.
8. Independent Contractor.
In the performance of all obligations hereunder, Physician shall be deemed to be an independent contractor, and Company shall not withhold or in any way be responsible for the payment of any federal, state or local income or occupational taxes, F.I.C.A. taxes, unemployment compensation or workers' compensation contributions, vacation pay, sick leave, retirement benefits or any other payments for or on behalf of Physician. All such payments, withholding and benefits are the responsibility of Physician and Physician shall indemnify and hold Company harmless from any and all loss or liability arising with respect to such payments, withholdings and benefits. Physician shall not be considered an employee of Company for any purpose whatsoever. Nothing herein shall be deemed to create a property interest on the part of Physician in Company's property, facilities or equipment.
9. Professional Liability Insurance.
Company represents that the Physician shall be covered under the Company's general and professional liability insurance or for claims of professional malpractice or negligence that arise out of or relate to Collaboration Services provided by the Physician in accordance with this Agreement. Excluded from this coverage are circumstances where the Physician writes/electronically transmits a prescription under his/her license and is the only prescriber listed. Included under this coverage are circumstances where the APP is the primary prescriber and the Physician's name and license number appear alongside the APPs on the prescription as verification that the APP has a physician collaborator.
10. Indemnification.
Each Party shall indemnify, defend and hold the other Party harmless from all claims, loss, damage or injury of any kind or character (including, without limitation, attorneys' fees and costs) to any person or property caused by or arising from any negligent or wrongful act or omission of the indemnifying Party. Physician acknowledges that Company is not responsible for the conduct of the parties with respect to the Practice Collaboration Agreement. Issues should be addressed with the other Party to that agreement.
11. Legal and equitable remedies.
Physician hereby agrees and acknowledges that any breach or threatened breach of this Agreement by Physician will result in irreparable harm to the Company for which there will be no adequate remedy at law. Consequently, in the event of such breach or attempted breach, the Company shall be entitled to receive an injunction, without bond and without proof of actual damages, to prevent any further breach of this Agreement by Physician and/or obtain other specific performance or equitable relief necessary to enforce the Company's rights under this Agreement, to the fullest extent permissible under applicable law, in addition to all other remedies available in law or at equity.
12. Notices.
All notices must be in writing and delivered personally or by registered or certified mail to the addresses specified below:
Company address:
NP Collaborator, Inc.
511 W. Canton Avenue
Winter Park, FL 32789
Attention: David Coppins