Healthcare Practice Sale Agreement

HEALTHCARE PRACTICE SALE AGREEMENT

This Healthcare Practice Sale Agreement (the Agreement) is entered into as of (Effective Date), by and between Seller Name: , with principal place of practice at , and Buyer Name: .

RECITALS

WHEREAS, Seller owns and operates a healthcare practice known as (Practice), located at ; and WHEREAS, Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase and assume from Seller, substantially all of the assets of the Practice as set forth below, on the terms and subject to the conditions contained in this Agreement.

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings assigned in this Agreement. For purposes hereof, "Assets" means all assets of the Practice described in Section 2; "Closing" means the consummation of the transactions contemplated herein.

1. SALE OF ASSETS

Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer and assign to Buyer, and Buyer shall purchase and accept from Seller, all right, title and interest in and to the following assets (collectively, the Assets):

Included assets (select all that apply): Goodwill and patient lists Accounts receivable (subject to collection and as further provided in Section 4) Equipment, furniture and fixtures Assignable contracts and third-party payer agreements (to the extent assignable) Patient medical and billing records (subject to HIPAA and applicable consent requirements)

Excluded assets: Seller will retain the assets and obligations listed on Schedule A attached hereto. Describe major excluded items below:

2. PURCHASE PRICE; PAYMENT TERMS

The aggregate purchase price for the Assets shall be $ (Purchase Price), subject to adjustments as provided in this Agreement.

3. ASSUMED LIABILITIES

Buyer shall assume only the liabilities expressly set forth in Schedule B. Buyer shall not assume any of Seller's income tax liabilities, employment liabilities of Seller prior to the Closing, or any liabilities arising out of events occurring prior to the Closing except as expressly provided herein.

4. ACCOUNTS RECEIVABLE

Accounts receivable shall be treated as follows (select one):

5. CLOSING

The Closing shall occur on at a location agreed by the parties or by remote exchange of documents, subject to satisfaction of the conditions precedent set forth in this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as of the Effective Date and as of the Closing Date that the representations and warranties set forth in the respective Schedules are true and correct in all material respects. Seller specifically represents that: (a) Seller holds all licenses, permits and certifications necessary to operate the Practice; (b) to Seller's knowledge, there is no material pending or threatened regulatory investigation that would prevent transfer; (c) patient records are complete and maintained in accordance with applicable law and will be transferred in conformity with HIPAA and applicable state law.

7. COVENANTS

From and after the Closing, Seller agrees to the covenants set forth herein, including the following:

Seller shall not engage in the practice of medicine or operate a competing healthcare practice within miles of the Practice location for a period of years following the Closing. This covenant is reasonable and necessary to protect the value of the Practice sold hereunder.

8. PATIENT RECORDS; HIPAA COMPLIANCE

Transfer of patient medical and billing records shall occur in compliance with HIPAA and applicable state law. Seller represents that patient records are maintained in accordance with applicable privacy laws and that prior to transfer, required patient notices and consents will be provided where legally necessary. Buyer agrees to accept patient records subject to applicable law and to maintain privacy safeguards.

9. TAX TREATMENT AND ALLOCATION

The parties shall cooperate to prepare and execute an allocation of the Purchase Price among classes of assets for tax purposes and shall file tax returns consistent with such allocation. Any tax liabilities attributable to periods prior to the Closing shall remain the responsibility of Seller.

10. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of: (a) breach of any representation, warranty, covenant or agreement made by the indemnifying party; and (b) liabilities expressly retained by the indemnifying party. Indemnification claims shall be subject to the limitations, caps and survival periods set forth in Schedule C.

11. EMPLOYEES; BENEFITS

Buyer may offer employment to certain of Seller's employees identified on Schedule D. Employment terms shall be at Buyer's discretion. Seller shall remain responsible for wages, benefits and employment obligations accruing prior to the Closing date.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party provides in writing).

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration before a single arbitrator pursuant to the rules agreed upon by the parties, with the arbitration to be conducted in the county identified below unless otherwise agreed.

14. MISCELLANEOUS

This Agreement, together with the Schedules and Exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remainder shall remain in effect.

SCHEDULES AND ATTACHMENTS

The following Schedules and Exhibits are incorporated: Schedule A (Excluded Assets), Schedule B (Assumed Liabilities), Schedule C (Indemnity and Survival), Schedule D (Employees), Schedule E (Material Contracts).

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