Physician Services Agreement - Template, Sample Form Pro · US-law
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PHYSICIAN SERVICES AGREEMENT
State of ________
RECITALS
A. This Physician Services Agreement (the “Agreement”) is entered into and made effective as of ________ (the “Effective Date”) by and between the following healthcare provider (the “Physician”), of the following address:
________, ________
of
________
and the following recipient of the Physician’s services (the “Healthcare Center”), of the following address:
________
of
________
The Physician and the Healthcare Center are each referred to herein as a “Party” and collectively as the “Parties.”
B. WHEREAS, the Healthcare Center desires to engage the Physician to render medical, educational, scientific, administrative, and other professional services; and
C. WHEREAS, the Physician is licensed by the State Medical Board of the State of ________ and holds a current, valid, unrestricted license to practice medicine and is not currently on probation or under suspension for any reason.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
I. SERVICES PROVIDED.
1. The Healthcare Center engages the Physician to provide the Healthcare Center with the following services (the “Services”):
________
2. The Physician shall work the following schedule for the Healthcare Center:
________
3. The Healthcare Center shall refer patients to the Physician to receive in-person, face-to-face consultations.
4. The Physician shall be responsible for prescribing medication to patients if, and only if, medically necessary and appropriate, and in accordance with applicable federal and state law, including the Controlled Substances Act and applicable state prescribing requirements.
5. The Physician shall competently provide consultations and treatment for patients with life-threatening and/or emergency conditions, consistent with the Physician’s training and qualifications.
6. The Physician agrees to accept patient referrals and to devote such time and effort as is generally required in the field, and to perform the tasks and duties related to serving patients in a manner consistent with the prevailing standard of care and the practice of the Physician’s profession.
7. The Physician shall not treat patients that the Physician is not qualified to treat and shall refer such patients to emergency, specialist, or other appropriate care.
8. The Physician shall establish a valid patient-physician relationship with each patient pursuant to all applicable local, state, and federal laws, regulations, and professional standards.
9. The Physician shall notify the Healthcare Center in writing immediately if the Physician is disciplined concerning an allegation of professional misconduct, if the Physician otherwise becomes ineligible or unable to treat patients and/or prescribe medication, or if any person files or threatens to file any type of complaint against the Physician, whether in court or to a state or federal body.
II. LICENSES AND COMPLIANCE.
10. The Physician is currently a licensed physician in the State of ________, holding License No. ________ and a valid U.S. Drug Enforcement Administration (DEA) registration where applicable.
11. The Physician represents and warrants that the Physician’s licenses, registrations, and privileges to practice medicine and prescribe medication are in good standing with the federal government of the United States and the state in which the Physician is licensed to practice.
12. The Physician shall remain fully licensed to practice medicine in compliance with applicable law during the term of this Agreement and shall immediately notify the Healthcare Center in writing if the foregoing ceases to be true.
13. The Physician represents that the Physician is not, and during the term of this Agreement shall not become, excluded, debarred, or otherwise ineligible to participate in any federal health care program, including Medicare and Medicaid, under 42 U.S.C. § 1320a-7, and shall comply with all applicable fraud and abuse laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and the Physician Self-Referral Law (Stark Law, 42 U.S.C. § 1395nn).
III. TERM AND TERMINATION.
14. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect as described herein.
15. This Agreement shall remain in effect for the following length of time: ________, unless terminated earlier pursuant to the provisions of this Agreement. Thereafter, the term will automatically renew for successive terms of the following length without notice unless either Party terminates the Agreement in writing: ________.
16. Either Party may terminate this Agreement without cause upon ________ days’ prior written notice to the other Party.
17. If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within thirty (30) days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate this Agreement immediately upon written notice of termination to the defaulting Party.
19. Upon termination of this Agreement, the Physician shall take all reasonable steps necessary for the prompt and efficient transfer of patients under the Physician’s care to other physicians designated by the Healthcare Center. For a period of thirty (30) days after the effective date of termination, the Physician shall continue to take such actions as are reasonably necessary to ensure that patients under the Physician’s care continue to receive effective professional care, consistent with the Physician’s ethical obligations to avoid patient abandonment.
IV. RESTRICTIVE COVENANTS.
20. During the term of this Agreement and for the period of ________ following its termination, the Physician shall not engage, directly or indirectly, as proprietor, partner, officer, employee, or otherwise, in the same or similar professional activities as were performed for the Healthcare Center, within a radius of ________ miles of the Healthcare Center’s principal place of business, provided that this covenant shall apply only to the extent permitted under, and shall be enforced no more broadly than allowed by, the law of the State of ________.
21. During the term of this Agreement and for the period of ________ thereafter, the Physician shall not, directly or indirectly, solicit, recruit, hire, or attempt to hire any of the Healthcare Center’s employees or staff.
22. During the term of this Agreement and for a period of ________ thereafter, the Physician shall not solicit business from current patients of the Healthcare Center, provided that nothing herein shall restrict a patient’s freedom to choose the Physician or impair the continuity of medically necessary care.
23. The Parties acknowledge that the restrictions in this Article are reasonable as to time, scope, and geography, and are necessary to protect the legitimate business interests of the Healthcare Center. If any such restriction is found to be unreasonable or unenforceable, the same shall be deemed modified to the minimum extent necessary to render it enforceable.
V. DEFAULT BY PHYSICIAN.
24. The Healthcare Center may terminate this Agreement by written notice to the Physician upon the occurrence of any of the following, with the Physician immediately notifying the Healthcare Center in writing should any such event take place:
a. The revocation, suspension, or cancellation of the Physician’s professional license;
b. The imposition of any restriction or limitation on the Physician by any governmental authority having jurisdiction over the Physician to the extent that the Physician cannot render the required professional services;
c. A final determination by any board or other organization having jurisdiction over the Physician’s right to practice that the Physician has engaged in unprofessional or unethical conduct;
d. The Physician is convicted in a criminal proceeding of fraud, misappropriation, embezzlement, Medicare or Medicaid fraud and abuse, or the commission of a felony or a narcotics-related offense, or pleads nolo contendere to any such charge;
e. The failure or refusal of the Physician to comply with the reasonable policies, work requirements, standards, and regulations of the Healthcare Center;
f. The Physician breaches any material obligation or covenant under this Agreement, or fails to faithfully perform the Services required by this Agreement, provided the Physician is first given written notice of default and fourteen (14) days to cure the alleged breach;
g. The Healthcare Center reasonably determines that the Physician is committing, or has committed during the term hereof, unfair and/or unethical practices, or practices which are or could be harmful to patients, or in violation of law;
h. The revocation, loss, or relinquishment (whether voluntary or involuntary, temporary or permanent) of the Physician’s medical staff membership or clinical privileges for medical disciplinary cause or reason at any hospital or other health facility where the Physician regularly performs professional medical services;
i. The imposition of a substantial restriction on the Physician’s medical staff membership or clinical privileges at any hospital or other health facility which prevents the Physician from regularly performing professional medical services at such facility;
j. The exclusion, either temporary or permanent, of the Physician from participation in Medicare, Medicaid, or other federal or state health care payment programs;
k. The failure by the Physician to obtain or retain certification in the Physician’s medical specialty field;
l. The embezzlement or conversion by the Physician of the Healthcare Center’s assets or property;
m. Substance or alcohol abuse which is reasonably determined to impair the Physician’s ability to adequately perform professional services;
n. Inadequate or unsatisfactory quality of medical practice or performance of professional medical services by the Physician, as reasonably determined by the Healthcare Center; or
o. Any other medical disciplinary cause or reason involving the Physician.
25. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due;
b. The insolvency or bankruptcy of either Party;
c. The subjection of any of either Party’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or governmental agency; or
d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
VI. FEES AND PAYMENT.
26. For rendering the Services described in this Agreement, the Healthcare Center shall pay to the Physician compensation of $________ (________) per hour of Service the Physician provides to the Healthcare Center, to be outlined in a detailed invoice provided to the Healthcare Center by the Physician. Such compensation is consistent with fair market value and has been determined without regard to the volume or value of any referrals between the Parties.
27. Payment of undisputed invoices shall be due within ________ days of receipt. For any payment that is not paid when due, the Healthcare Center shall pay a late fee of $________ (________).
28. Payment shall be made to the following person and address:
________
________
29. In addition to any other rights or remedies provided by law, the Physician may treat the Healthcare Center’s nonpayment for Services rendered as a material breach of this Agreement and may terminate the Agreement or seek such legal remedies as the Physician desires.
VII. PROFESSIONAL LIABILITY INSURANCE.
30. The Physician shall obtain and maintain a policy of professional liability (malpractice) insurance with coverage of at least $________ (________) per claim and $________ in the aggregate (the “Insurance”). The Insurance shall cover the Physician for malpractice claims arising out of conduct alleged to have occurred in connection with Services provided during the term of this Agreement. Upon expiration or termination of this Agreement, the Physician shall procure and maintain tail or extended reporting coverage where the Insurance is written on a claims-made basis.
31. The Physician shall provide certificate(s) of insurance (or other proof of coverage) to the Healthcare Center upon request for all policies carried by the Physician relating to the practice of medicine or professional services conducted in connection with this Agreement, and shall provide the Healthcare Center with prior written notice of any change in, or termination of, such coverage.
VIII. EXCLUSIVITY.
32. The Physician is engaged in an exclusive arrangement with the Healthcare Center and shall not engage in other activities, including, without limitation, a full-time practice to which the Physician must devote significant time, or any other job activities significantly similar to the Physician’s work for the Healthcare Center.
33. The Healthcare Center may engage other physicians to perform the same or significantly similar services at any time.
IX. RELATIONSHIP OF THE PARTIES.
34. The Parties acknowledge that the Physician is an independent contractor with respect to the Healthcare Center and not an employee of the Healthcare Center. The Healthcare Center will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Physician. The Physician shall be solely responsible for all federal, state, and local taxes, including self-employment taxes, arising from compensation paid under this Agreement, and the Healthcare Center shall issue an IRS Form 1099 as required by law.
35. Nothing in this Agreement shall be construed to interfere with the exercise of the Physician’s independent professional medical judgment in the care and treatment of patients.
X. CONFIDENTIALITY AND HIPAA.
36. The Physician acknowledges that, in the course of performing the Services, the Physician will have access to and become acquainted with confidential and proprietary information belonging to the Healthcare Center, including, without limitation, patient records, medical histories, billing information, business operations, financial data, policies, procedures, and other information not generally known to the public (the “Confidential Information”).
38. Upon termination of this Agreement, the Physician shall promptly return to the Healthcare Center all documents, records, and materials containing Confidential Information, together with all copies thereof, and shall not retain any such information in any form, except as required by law for the maintenance of medical records. The provisions of this Article shall survive the expiration or termination of this Agreement.
XI. INDEMNIFICATION.
39. The Healthcare Center and the Physician each, at their own expense, shall indemnify, defend, and hold the other, and its partners, directors, officers, agents, and employees, harmless from and against any and all third-party lawsuits, actions, or proceedings, and any related costs and expenses, including reasonable attorneys’ fees, resulting directly and solely from the indemnifying Party’s negligence or willful misconduct.
40. Neither the Healthcare Center nor the Physician shall be responsible for defending, indemnifying, or holding the other Party, or its partners, directors, officers, agents, or employees, harmless from and against any third-party lawsuits, actions, or proceedings that result from the negligence or wrongful acts of the Party seeking indemnification or of any third party.
41. Each Party shall give the other prompt written notice of any claim for which indemnification is sought.
42. The indemnifying Party shall have the right to defend against such claims with counsel of its choosing and to settle such claims as it deems reasonable and appropriate.
43. The Parties agree to cooperate with each other in the defense of any such claims.
44. The provisions of this Article shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination.
XII. WARRANTY.
45. The Physician shall provide the Services and meet the Physician’s obligations under this Agreement in a timely and professional manner, using knowledge and recommendations that meet generally accepted standards in the Healthcare Center’s community and region, and shall provide a standard of care equal to or superior to the care used by similar physicians on similar work.
XIII. FORCE MAJEURE.
46. If performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.
47. The term “Force Majeure” shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, epidemics or pandemics, public health emergencies, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs, or work stoppages.
48. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.
49. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
XIV. REMEDIES.
50. In addition to any and all other rights a Party may have available at law or in equity, if a Party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including, without limitation, the failure to make a monetary payment when due), the other Party may terminate this Agreement by providing written notice to the defaulting Party.
51. Such notice shall describe with sufficient detail the nature of the default.
52. The Party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived by the Party providing notice, the failure to cure the default(s) within such period shall result in automatic termination of this Agreement.
XV. DISPUTE RESOLUTION.
53. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. Any dispute not resolved through negotiation shall be submitted to binding arbitration administered in ________ in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award may be entered in any court having jurisdiction. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
XVI. ENTIRE AGREEMENT.
54. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement.
55. This Agreement supersedes any prior written or oral agreements between the Parties.
XVII. ASSIGNMENT.
56. This Agreement and any duties or obligations hereunder shall not be assignable by the Physician without the prior written consent of the Healthcare Center, in its sole discretion.
57. The Physician may subcontract the Physician’s Services: (a) to another physician, provided such physician is reasonably satisfactory to the Healthcare Center and executes an agreement with the Healthcare Center similar to this Agreement; and (b) to a nurse practitioner or physician assistant, provided the Physician supervises such person, is responsible for such person’s work, and such person is, to the best of the Physician’s knowledge, duly licensed and authorized by the appropriate state and state board to perform such services.
58. The Healthcare Center shall have the right to assign this Agreement to another healthcare center, firm, or person without the Physician’s consent, provided that the assignment does not amend or alter the material terms and conditions of this Agreement with respect to the Physician.
59. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs, and permitted assigns.
XVIII. SEVERABILITY.
60. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
61. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XIX. AMENDMENT.
62. This Agreement may be modified or amended only in a writing signed by both Parties.
XX. GOVERNING LAW.
63. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for any matter not subject to arbitration.
XXI. NOTICE.
64. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement, or to such other address as one Party may have furnished to the other in writing.
XXII. WAIVER OF CONTRACTUAL RIGHTS.
65. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
EXECUTION:
_________________________________
________, Physician
Date: ________
_________________________________
________, Representative of ________, Healthcare Center
Title: ________
Date: ________
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