Physician Agreement

Agreement Between Physician as Independent Contractor and Professional Corporation

Independent Contractor Agreement made on the day of , 20,

between Dr. of

(street address, city, county, state, zip code), referred to herein as Physician and , P.C., a professional corporation organized and existing under the laws of the state of , with its principal office located at

(street address, city, county, state, zip code), referred to herein as Corporation.

Whereas, Corporation is rendering professional services to persons who contract with it through those of its employees and contractors who are licensed to practice medicine (refer to specialty, if applicable) in the State of ; and

Whereas, Physician is licensed by the State of to practice medicine (refer to specialty, if applicable) in such State; and

Whereas, Corporation wishes to contract with Physician to render medical services to its patients and Physician wishes to be so employed by the Corporation, all on the terms and conditions set forth in this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Services to be Rendered by Physician

A. Physician shall examine, test, order and interpret tests, diagnose, treat, and prescribe treatment for such patients of the Corporation as from time to time may be assigned to him by the Corporation. Physician agrees to devote a substantial amount of his time and attention to such practice duties, and to perform such administrative and management duties as from time to time may be assigned to him by the Corporation. The Corporation will handle all billing and collection services as deemed appropriate. Physician further agrees to:

1. Perform the usual duties and responsibilities that are expected of a physician in a medical practice like that of Corporation during normal business hours, at night and on weekends and holidays if called upon to do so.

2. Render any emergency services to patients as may be required.

B. The expenditure by the of Physician of his time for teaching, personal, outside investment, or charitable activities shall not be deemed a breach of this Agreement, if such activities do not materially interfere with the services required to be rendered to and on behalf of the Corporation under this Agreement. However, without the express written consent of the Corporation, Physician agrees that he shall not render services of a professional nature to or for any other person or firm, for compensation, during the term of this Agreement, competitive with or adverse to the Corporation's business or professional practice, whether alone, as a partner, or as an officer, director, member, employee, shareholder, or investor of any other Corporation, partnership, limited liability company, or in any other capacity.

C. Physician shall maintain his license to practice medicine in the State of throughout the term of this Agreement, and shall obtain and maintain medical staff privileges at hospitals as may be requested by the Corporation from time to time.

D. Physician agrees to observe and comply with the rules and regulations of the Corporation and to carry out and perform such orders, directions and policies announced to him by the Corporation from time to time.

II. Terminable at Will

The parties understand and agree that this Agreement with the Corporation can be terminated by the Physician or Corporation, with or without cause, and with or without notice, at any time. Physician understands that only the President of the Corporation has any authority to enter into any Agreement for employment for any fixed period of time, or to make any agreement contrary to the foregoing and that any such Agreement must be in writing and signed by the Physician and the President of the Corporation.

III. Compensation

As compensation for services rendered to the Corporation under this Agreement, the Corporation agrees to pay Physician pursuant to the provisions set forth below.

A. Physician shall receive the sum of $.

B. In addition to the above payments, the Corporation shall pay to Physician, within days after the end of each full calendar year of this Agreement, a bonus calculated as follows: % of the gross fees billed by the Physician and collected by the Corporation during such year to the extent such fees billed and collected exceed $.

C. Because Physician will be providing independent professional healthcare services to Corporation’s patients as an independent contractor and not as an employee of Corporation, he shall not be entitled to participate in any benefit program (i.e., health insurance, sick days, vacation days, etc.) which Corporation may, from time to time, establish and maintain for the benefit of its employees. Physician hereby releases and relinquishes any claim that he may now or may hereinafter have and forever discharges Corporation from any obligation to him in connection with any employee benefit program established or maintained by Corporation on behalf of its employees.

D. The parties acknowledge and agree that Physician shall be providing independent professional healthcare services to Corporation’s patients as an independent contractor and not as an employee. Accordingly, Corporation shall have no responsibility for the collection or payment of any federal, state or local payroll tax in connection with any fees paid to Physician pursuant to this Agreement. Physician shall be responsible for any and all federal, state or local employment or other taxes incurred in connection with any fees paid to him in connection with this Agreement.

E. Corporation will undertake to provide and pay for legal malpractice insurance for Physician as follows:

IV. Facilities

The Corporation shall furnish Physician with a private office, secretarial help, and such other facilities, equipment and support services suitable to his position and adequate for the performance of his duties under this Agreement.

V. Medical Records

All medical records relating to patients treated by Physician pursuant to this Agreement shall belong to and remain the property of the Corporation.

VI. Assignment

Neither this Agreement, nor any rights and obligations under this Agreement, may be assigned by the Physician without the prior written consent of the Corporation or Corporation without the prior written consent of the Physician.

VII. Vacation

Physician shall be entitled to not more than weeks of vacation time per full calendar year worked by the Physician; provided, however, that no more than weeks of vacation may be taken consecutively unless otherwise approved in writing by the Corporation, and any vacation time shall be taken by the Physician at such time or times as shall be approved by the Corporation. In addition, Physician shall be entitled to such holidays as the Corporation may approve. Unused days of vacation may not be carried over from one period to another.

VIII. Independent Contractor.

The parties acknowledge and agree that Physician shall be at all times hereunder an independent contractor and not an employee of Corporation. Corporation shall have no direct control over the methods or means by which Physician shall perform the services hereunder, and at all times during this engagement, Physician shall exercise his own independent professional judgment in connection with the performance of his services under this Agreement.

IX. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

X. Miscellaneous

A. This Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter of this agreement and may be changed only by an instrument in writing signed by all the parties.

B. This Agreement shall be construed in accordance with and governed by the laws of the State of .

C. Any notice required or permitted to be given under this Agreement shall be sufficient if personally delivered or if mailed by certified mail, return receipt requested, or by courier guaranteeing overnight delivery, to the parties at their last known addresses, or at such other address as either party shall designate in writing.

WITNESS our signatures as of the day and date first above stated.