Healthcare Holdings Agreement

HEALTHCARE HOLDINGS AGREEMENT

This Healthcare Holdings Agreement (the Agreement) is made and entered into as of (Effective Date) by and between:

Parties

LLC Corporation Individual Other:

LLC Corporation Individual Other:

Recitals

WHEREAS, Provider owns and operates a healthcare practice or related assets described herein and desires to transfer certain ownership interests, practice assets, accounts receivable, and rights to the Holding Company;

WHEREAS, the Holding Company desires to acquire and hold such assets for investment, management, or operation subject to applicable healthcare regulatory requirements and patient privacy protections; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

Definitions

"Assets" means all practice assets, including but not limited to leases, equipment, accounts receivable, patient records (subject to applicable privacy laws), medical supplies, and contractual rights identified in Schedule A.

"Protected Health Information" or "PHI" has the meaning given to that term under federal and state privacy laws and includes individually identifiable health information maintained or transmitted by Provider that may be transferred to the Holding Company only as permitted by this Agreement.

Transfer of Holdings and Scope

Provider hereby agrees to transfer, assign, convey and deliver to the Holding Company, and Holding Company agrees to accept, the Assets as described in Schedule A, subject to the terms, conditions and limitations in this Agreement and subject to any required third-party consents and regulatory approvals.

Consideration and Payment

As consideration for the transfer of the Assets, Holding Company shall pay to Provider the total amount of together with the payment schedule and allocation set forth below.

Representations and Warranties

Provider represents and warrants that: (a) Provider has good and marketable title to the Assets free of liens except as disclosed in Schedule B; (b) to Provider's knowledge, there are no pending enforcement actions that would prevent the transfer; (c) Provider has complied with applicable healthcare laws in the operation of the practice to the extent reflected in the records provided to Holding Company.

Holding Company represents and warrants that: (a) it has the corporate authority to acquire and hold the Assets; (b) it will operate in compliance with applicable healthcare laws and will not use the Assets in a manner that causes Provider to be in violation of law.

Compliance with Healthcare Laws and Regulatory Matters

Both parties acknowledge obligations to comply with all applicable federal and state healthcare laws, including statutes governing patient privacy, anti-kickback prohibitions, self-referral restrictions, licensing requirements, and billing practices. Neither party shall take any action that would result in civil or criminal liability for the other party under such laws.

Patient Records, PHI and HIPAA Authorization

To the extent Provider transfers PHI to Holding Company, such transfer shall be limited to the minimum necessary PHI for the permitted purpose, and the Holding Company shall agree in writing to maintain and use PHI consistent with all applicable privacy and security laws and this Agreement. Holding Company shall enter into a Business Associate Agreement or other required instrument before receiving PHI.

Yes No

Representative Patient Information (if records transferred)

Date of Birth:    Gender:

Insurance Information (if applicable)

Medical History Summary (if records transferred)

Confidentiality and Non-Disclosure

Each party shall maintain the confidentiality of Confidential Information disclosed in connection with this Agreement and shall not disclose such information except as required by law or as necessary to carry out the purposes of this Agreement. Confidential Information includes business, financial and patient information, and PHI as defined herein.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying party's representations, warranties or covenants, or arising from the indemnifying party's negligent or willful misconduct in relation to the Assets or the operation thereof.

Insurance

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until terminated by mutual written agreement or upon material breach by either party that is not cured within days following written notice.

Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Holding Company may assign to an affiliate provided that the assignee assumes all obligations in writing.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the following addresses:

Dispute Resolution and Governing Law

Any dispute arising under or in connection with this Agreement shall be resolved by binding arbitration in the county in which Provider principally operates, unless the parties agree otherwise in writing. This Agreement shall be governed by the laws of the State of , without regard to conflict of laws principles.

Miscellaneous

Entire Agreement: This Agreement, together with the Schedules and any exhibits expressly incorporated, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the subject matter hereof.

Amendment: No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Authorization Expiration

Any authorization by a patient or by Provider to transfer PHI under this Agreement shall expire on unless earlier revoked in accordance with applicable law.

Acknowledgment

By signing below, each party represents that the person signing this Agreement is duly authorized to execute this Agreement on behalf of such party and that the party has read, understands, and agrees to the terms and conditions set forth herein.

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