Administrative Services Agreement
SUITEDOC WEBSITE ADMINISTRATIVE SERVICES AGREEMENT
1. UNDERLYING FACTS/RECITALS
1.1. Physician is an individual or medical corporation licensed to lawfully engage in the practice of medicine in Physician’s specialty in the state of California (the “Practice”).
1.2 Manager provides management and administrative services for physicians and physician groups.
2. OPERATION OF THE PRACTICE
2.1. Engagement. Physician engages Manager to serve as Physician’s exclusive provider of the Services described below.
2.2. Physician’s Ultimate Responsibility. Physician shall retain ultimate responsibility for management of the Practice.
2.3.1. Licensed Personnel. All physicians, nurse practitioners, physician assistants, registered nurses and other licensed health care personnel required for Physician to conduct the Practice (“Licensed Personnel”) shall be either employees or independent contractors of Physician or a third party medical practice subcontracted with Physician. Physician shall have complete control of and responsibility for the hiring, engagement, compensation, training, scheduling, supervision, evaluation and termination of all Licensed Personnel of Physician.
2.3.2. Support Personnel. Manager shall employ or otherwise contract with receptionists, medical assistants, and other support personnel to provide non-medical administrative services to the Practice consistent with the Services. In the event that any such support personnel of Manager fail to meet the clinical needs and requirements of Physician, Physician shall provide notice of such failure to Manager. Manager shall, in its sole reasonable discretion, take appropriate remedial action upon receipt of such notice, including rescheduling, training, reprimanding, or terminating such support personnel. Notwithstanding anything to the contrary herein, Physician shall at all times be responsible for the supervision, acts and omissions of any medical assistant providing support services to the Practice, and shall be liable for any losses or damages arising from the acts or omissions of the medical assistant while providing support services to the Practice.
2.3.3. Salary and Benefits. Each party to this Agreement shall remain liable for the salary and benefits paid to such party’s own employees and independent contractors and shall be ultimately responsible for compliance with state and federal laws pertaining to workers’ compensation, unemployment compensation and other employment-related statutes pertaining to such party’s personnel.
3. DUTIES AND RESPONSIBILITIES OF MANAGER
3.1. General Duties and Scope of Services. Manager shall use commercially reasonable efforts to provide or arrange for the provision of the selected services described in attached Schedule 3.1 (the “Services”). Physician recognizes that Manager may coordinate with third parties and affiliates of Manager for the performance of the Services and Manager’s obligations under this Agreement.
3.2. Excluded Services. Manager shall not have any obligation to provide any Services, the responsibility for which has not been expressly assumed under this Agreement by Manager (collectively, “Excluded Services”), and Excluded Services and all expenses relating to such Excluded Services shall remain the sole responsibility of Physician.
3.3. Marketing and Public Relations Services. At Physician’s cost, Manager shall engage in such practice development, public relations and advertising (“Promotional Services”) as Manager and Physician may determine from time to time to be desirable and appropriate for the promotion of the Practice; provided, however, that all Promotional Services are in accordance with all applicable laws, regulations and ethical standards and are approved by Physician. Compensation for Manager’s Promotional Services shall not be included in Administrative Fee, but shall be separately calculated in the manner set forth in paragraph 4.2 below.
3.4. Business Associate Agreement. In order to comply with the requirements of the privacy and security regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), set forth at 45 C.F.R. Part 160 and Part 164, Manager shall enter into a business associate agreement with Physician in the form attached as Exhibit 3.4.
4. COMPENSATION to manager
4.1. Administrative Fee. As compensation for all Services performed by Manager under this Agreement, Physician shall pay Manager the Administrative Fee in the manner set forth in attached Schedule 3.1.
4.2. Promotional Service Fee. As compensation for the Promotional Services, Physician shall pay Manager one hundred and fifteen percent (115%) of the actual third party costs incurred by Manager in providing the Promotional Services, as set forth in invoices provided to Physician from time to time describing the Promotional Services provided by Manager and the costs of the Promotional Services.
4.3. Payment Terms. Physician shall pay the Administrative Fee to Manager monthly, in arrears, on or before the 5th day of each calendar month, beginning the first calendar month following the Effective Date. Late payments shall bear interest accruing as of the due date at the rate of 10% per annum or the maximum rate allowed by law, whichever is less. If Manager has not received payment within thirty (30) days of the due date, Manager has the right, in addition to its other rights and remedies, exercisable upon written notice to Physician, to suspend all Services until such outstanding fees are paid in full.
4.4. Taxes and Withholding. Manager shall assume full responsibility for the withholding and payment of all federal, state, county and municipal taxes pertaining to Services and Promotional Services rendered by and the fees paid to Manager under this Agreement.
4.5. Compensation Adjustments. On or before each anniversary date of this Agreement, Physician and Manager shall meet and confer to determine if the Administrative Fee and fees for Promotional Services should be adjusted to take into account any changes in the scope and costs of the services provided by Manager.
5. INSURANCE; INDEMNITY; limitation of liability
5.1. Insurance. Manager and Physician shall each procure and maintain throughout the Term of this Agreement, at their sole cost and expense, policies of insurance necessary and appropriate to insure the respective party and its employees and personnel against any claim or claims for damages arising in connection with the performance of any services by the parties under this Agreement and the conduct of their businesses generally. Such policies shall include, without limitation, coverage for general liability, directors and officers, errors and omissions, employment practices liability, public liability and property damage, casualty losses, cyber security and such other coverages as the parties reasonably deem necessary. In addition, Physician shall maintain, at Physician’s sole cost and expense and for the Term of this Agreement, such policy or policies of professional liability insurance, issued by an insurance company licensed to do business in California, as shall be necessary to insure Physician and its Licensed Personnel against any claim or claims for damages directly or indirectly related to the performance or nonperformance of any services by Physician and/or its personnel. Professional liability insurance coverage shall be in the amount of at least $1 Million per occurrence and $3 Million aggregate per year. Physician shall provide at least thirty (30) days prior written notice to Manager of cancellation, nonrenewal or reduction in coverage of any such policy. All policies acquired by each party shall, to the extent permitted by the insurer, name the other party as an additional insured. Physician and Manager shall provide each other with copies of the required insurance policies and/or certificates evidencing such insurance coverage at the other party’s request.
5.2. Indemnity. Physician agrees to indemnify, defend with counsel approved by Manager, and hold harmless Manager and its officers, managers, members, employees, agents, attorneys successors and assigns from any and all liability, loss, claim, lawsuit, injury, cost, damage or expense whatsoever (including reasonable attorneys’ fees and court costs) arising out of, or in connection with (i) performance or nonperformance of any duty or responsibility of Physician or any of Physician’s officers, directors, employees, agents, contractors or subcontractors under this Agreement; (ii) Physician’s care of patients and the professional negligence of Physician, its Licensed Personnel, employees, agents, contractors or subcontractors, including any amounts in excess of the professional liability insurance coverage of Physician or its Licensed Personnel, employees, agents, contractors or subcontractors; (iii) any claim under this Agreement or otherwise for vacation pay, sick leave, retirement benefits, Social Security benefits, compliance with federal, state and local wage and hour laws and related regulations, workers’ compensation benefits, misclassification by Physician of employment status of Physician’s personnel, disability or unemployment, insurance benefits, or other employment related benefits of any kind accrued during the Term of this Agreement by an employee or other personnel of Physician; or (iv) any loss of, theft of, or damage to any item or equipment provided by Manager to Physician; provided, however, that neither party shall be obligated or required to indemnify, defend or hold harmless the other party with respect to any liability herein that falls within the scope of coverage and policy limits of any insurance policy carried by either party.
5.3. Limitation of Liability. Notwithstanding any other provision in this Agreement, if Manager should have any liability to Physician, or any other entity, whether in contract, tort or otherwise, for any loss, harm, or damage, Manager and Physician agree that such liability shall under no circumstances exceed in the aggregate the Administrative Fee paid by Physician to Manager during the 6-month period immediately preceding the day the act or omission occurred that gave rise to such liability. The foregoing limitations of liability represent the allocation of risk of failure between Manager and Physician as reflected in the pricing under this Agreement and are an essential element of the basis of the bargain between Physician and Manager.
6. TERM AND TERMINATION
6.1. Initial Term. The initial term of this Agreement shall commence on the Effective Date, and end one (1) year thereafter (“Initial Term”), and shall automatically renew thereafter for successive one (1)-year periods, unless either party elects not to extend the then current term by giving written notice to the other party at least (90) days before the expiration of the then current term, unless otherwise terminated earlier pursuant to this paragraph (the Initial Term, together with any extensions thereof, shall be constitute the “Term”). Termination of this Agreement shall not relieve either party of any obligation to the other party under this Agreement with respect to services rendered prior to termination.
6.2. Termination By Manager Upon Notice. Manager may terminate this Agreement at any time for any reason without liability to Physician or any third party upon not less than seven (7) days prior written notice to Physician. If Manager terminates this Agreement pursuant to this paragraph prior to the one year anniversary of the Effective Date, the parties shall not enter into a similar agreement for a period of one year after the date of termination of the Agreement.
6.3. Termination by Manager for Breach.
6.3.1. Manager may terminate this Agreement by delivering written notice to Physician upon the occurrence of any of the following events:
(a) Physician’s breach or default in the performance of any material provision of this Agreement to be performed by Physician, where such breach or default continues for a period of seven (7) days after written notice to Physician from Manager stating the specific default, unless such default is not subject to cure within seven (7) days and Physician demonstrates to the reasonable satisfaction of Manager within such 7-day period that Physician has taken sufficient remedial action to cure such default in a reasonable period of time, in which case, the notice of termination shall not be effective, and this Agreement shall not be terminated;
(b) commencement of any disciplinary or criminal investigation or proceeding by any governmental or health care regulatory authority relating to conduct of a Physician or Physician’s personnel, regardless of the ultimate resolution of such investigation or proceeding.
6.3.2. Upon termination of this Agreement by Manager under this paragraph 6.3, Physician shall pay to Manager on or before the termination date a lump sum payment in an amount equal to the fees that would have been payable by Physician to Manager for the unexpired Term of this Agreement if Physician had not breached this Agreement, together with an amount equal to the sum of unamortized amounts and/or unpaid balances of all leases for equipment and other assets acquired or furnished by Manager for the benefit of Physician.
6.4. Termination by Physician. Physician may terminate this Agreement at any time by delivering written notice of termination to Manager upon Manager’s default in the performance of any material provision of this Agreement to be performed by Manager, and such default continues for a period of thirty (30) days after written notice to Manager from Physician stating the specific default, unless such default is not subject to cure within 30 days and Manager shall have either (i) taken reasonable action within such 30-day period to cure such default in a reasonable period of time; or (ii) shall have taken reasonable corrective action that is likely to prevent the reoccurrence of the event(s) giving rise to such breach, in which case, the notice of termination shall not be effective, and this Agreement shall not be terminated.
6.5. Post-Termination Procedures. Upon the termination of this Agreement:
(a) Physician shall immediately discontinue the use of and shall promptly return all manuals and other materials associated with or respecting Manager that have been made available to Physician under this Agreement and shall return to Manager all such property, together with any copies and extracts of such items in Physician’s possession or under Physician’s control;
(b) Manager shall deliver to Physician all records related to the business of and provision of medical services through the Practice, including, without limitation, patient records and any corporate, personnel and financial records maintained for the Practice; any records maintained by Manager in electronic form may be delivered by Manager to Physician in electronic form; and
(c) both parties shall cooperate to ensure that the provision of medical care and services to Physician patients is not interrupted.
7. INDEPENDENT CONTRACTOR
This Agreement does not create an employer-employee relationship, nor a partnership, joint venture or other agency relationship between the parties, other than establishing that Physician and Manager are independent entities contracting for the services specified in this Agreement. All personnel used by Manager to perform the services required under this Agreement, shall be the employees, agents or independent contractors of Manager only, not Physician. Manager and Physician, and their respective employees and agents shall not be considered an agent or representative of the other for any purpose, nor shall any party or its agents or employees hold themselves out to be an agent or representative of any other party for any purpose. Manager and Physician will each be liable solely for their own activities and those of their agents and employees, and neither Manager nor Physician will be liable for the activities of the other or the agents and employees of the other, including, without limitation, any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims or demands of any nature by or on behalf of any person, party or governmental authority arising out of or in connection with: (a) any failure to perform any of the agreements, terms, covenants or conditions of the agreement; (b) any negligent act or omission or other misconduct; (c) the failure to comply with any applicable laws, rules or regulations; or (d) any accident, injury or damage. Physician acknowledges that all patient care and related health care decisions are the sole responsibility of Physician, and nothing herein dictates or controls Physician’s clinical decisions with respect to the care of patients or shall be construed to require Physician to recommend any procedure or course of treatment which the Physician deems unacceptable. Manager shall be solely responsible for compliance with all tax, insurance and labor laws applicable to the services rendered by and compensation paid to Manager under this Agreement. Manager may render services to persons other than Physician and engage in other business and activity without accounting to Physician with respect to such matters. Except as authorized under this Agreement, neither party shall have the right, power or authority to create any contract or obligation, or make any commitments, express or implied, on behalf of, in the name of or binding upon the other party.
8. GENERAL PROVISIONS
All notices under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if personally delivered or if delivered by overnight courier, telegram or facsimile (with receipt confirmed or electronic mail with confirmation of transmission by the transmitting equipment), or (b) three (3) business days after mailing if mailed by first-class mail, postage prepaid, to the parties at their addresses set forth below, or such other address designated from time to time in writing by such party to all other parties. No waiver or amendment of this Agreement shall be binding unless made in a writing signed by a duly authorized representative of both parties. This Agreement is not assignable by Physician without the prior written consent of Manager. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, beneficiaries, legal representatives, successors and assigns.
This Agreement, together with any related agreements referred to in this Agreement, contains the entire understanding between the parties and supersedes all prior representations, agreements, arrangements and understandings between them respecting the subject matter of this Agreement. The validity, interpretation and performance of this Agreement shall be controlled by and construed under California law. All proceedings to enforce or interpret this Agreement shall be commenced and maintained only in the San Diego Judicial District, San Diego County, California. Time is of the essence under this Agreement. All parties shall execute all other documents necessary to effectuate and carry out this Agreement. This Agreement may be executed in any number of counterparts by original or facsimile signature, and each such counterpart shall be deemed to be an original instrument as to the party whose signature appears on such counterpart, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by delivery of a facsimile or electronically recorded copy (including a .pdf file) bearing a copy of the signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. This Agreement has been negotiated at arm’s length and each party has been given the opportunity to be represented by legal counsel and to the extent each party has deemed necessary, each party has consulted with independent legal counsel with respect to such party’s rights and obligations under this Agreement. Accordingly, any rule of law (including without limitation California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party drafting it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties and the purpose of this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Administrative Services Agreement, effective as of the Effective Date.
Dr. Iona Faierman, CEO
Address: 3525 Del Mar Heights Rd. #1056
San Diego, CA 92130
SUITEDOC MEMBERSHIP AGREEMENT
SERVICES AND FEE SCHEDULE
- Compensation. As compensation for the Services provided by Manager, and in addition to the Promotional Service Fee, Physician shall pay to Manager an Administrative Fee, as that term is defined below, payable in monthly installments in the manner set forth in paragraph 4.3 of the Agreement, as set forth in an invoice submitted by Manager to Physician.
- Administrative Fee. The “Administrative Fee” is the sum of a) $499 per year membership fee; plus b) the price set forth below that corresponds to the add-ons selected by Physician to fit the Practice’s needs; plus c) one hundred and twenty percent (120%) of the cost of additional items and services that are not included in the SuiteDoc Membership Agreement.
$499 per year membership fee
SuiteDoc MSO management team provides support for practitioners who have no SuiteDoc location near them, but would likhh the expertise and practice improvement allotted to SuiteDoc members. We offer expert consulting and management in the following areas:
ADD–ONs (Select all that apply)
$240 per hour (2 hour minimum)
Onsite physical address with mail and package services