(The “Medical Director”)

THIS AGREEMENT is made on the ………… of………….20……., (hereinafter, “Effective
Date”) entered into by the Company and the Medical Director (Company and Medical Director
collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s
successors and assigns.
 HAPM operates in Nacogdoches Texas. HAPM requires the services of a physician in
order to provide prescriptive services, including cosmetic injectables. Prescriptive services
are under the oversight of the Texas Department of State Health and/ or the Texas
Department of Licensing and Regulation.
 HAPM has designed protocols to comply with Texas Medical Board laws.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:
1) Responsibilities of the Medical Director

  • Serve as the medical director for HAPM in Nacogdoches Texas.
  • Comply with Texas medical board rule 193.17.
  • Ensure that any prescriptive service or device will be supervised and prescribed by the
    appropriate licensed practitioner.
  • Ensure the injector at HAPM complies with protocols by performing chart audits and
    observing procedures.
  • HAPM requests that the Medical Director is scheduled in the HAPM office 4 hours a
    month to meet new patients and offer expertise on injection and safety protocols.
  • Every Friday morning for 1 hour or every other Friday morning for 2 hours will be the
    typical schedule. Other arrangements can be made. The schedule should be agreed
    upon at the beginning of each week.
  • In the event that charts have been audited and there are no new patients scheduled,
    the Medical Director is free to leave HAPM before scheduled time.
  • HAPM Requests the Medical Director to utilize teledoc services to meet new patients
    and prescribe treatments. HAPM will restrict the new patient teledoc appointments to 5
    or less a week.
  • Medical Director or designee will be available to treat adverse reactions as needed
  • Medical Director services will consist of prescribing treatments for patients, reviewing
    patient files and advising on contraindications.
  • Medical Director will obtain basic injection training within 30 days of this agreement
    being signed. Additional supplemental training will be obtained as needed.
  • The Medical Director shall perform the services to the best of their ability and
    according to industry standards.

2) Shared Responsibilities of Medical Director and HAPM

  • Both parties will comply with Texas Medical Board rule 193.17.
  • Ensure that written prescriptions and other authorizing orders are maintained in each
    patient’s file.
  • Acknowledge that both parties are subject to relevant applicable state and federal laws
    and regulations. Ensure compliance separately with applicable rules and laws. Both
    parties agree to provide proof to the other party in a reasonable manner when
    requested. No employee/ employer relationship shall be construed from this

3) Responsibilities of the Injector at HAPM

  • Maintain appropriate supplies and equipment that meets the standards of the Texas
    Health Department.
  • Ensure that written prescriptions and other authorizing orders for procedures or
    treatments will be maintained in each patient’s file.
  • Allow Medical Director access to patient files for announced or unannounced audits.
  • Injector is solely responsible for any negligent acts. And the Medical Director is solely
    responsible for any of his/her acts.
  • Injector will get approval for any promotions or advertising that uses the Medical
    Director’s name.
    4) Compensation
  • HAPM will pay the Medical Director $500.00 per month by the 5th of the month.
  • HAPM will pay $25 for each patient referred to HAPM from the Medical Director or
    Medical Director’s office.
  • HAPM will inject the Medical Director with 30 units of Botox, Dysport or Xeomin
    (depending on which one is available). 1 syringe of dermal filler will also be made
  • HAPM will give a 25% discount on all services to the Medical Director.

5) Term and Termination

  • The term of this contract begins on __________ and ends on
    ___________, and can be renewed on
    _______________. The contract is renewable every 6 months. Each
    time a contract is signed, free product will be available again.
  • Either Party may terminate this Agreement, upon giving the other Party no less than 7
    days’ notice in writing due to but not limited to failure to provide agreed upon
    compensation. If a Party wishes to terminate the contract with less than this stated
    period, the other Party reserves the right to charge costs that they have already paid in
    advance or incurred.
  • The termination of this agreement shall not discharge the liabilities accumulated by
    either Party.
  • Any Clauses intended by the Parties or this agreement to survive the termination of
    this agreement shall survive the termination of this agreement by whatever cause.
  1. Non-Solicitation
    For the duration of this Agreement, any subsequent agreement executed for the same or similar
    purpose, and after the termination of this Agreement, the Medical Director shall not interfere with
    the Company’s relationship with, or endeavor to entice away from the Company, the Company’s
    Customers, any officer, director or employee or any person who had a material business
    relationship with the Company in the duration of this Agreement.
  2. Indemnification
    The Medical Director agrees to indemnify, hold harmless and defend the Company and its
    directors, officers, employees, and agents from and against any action, claim, demand, or liability,
    including reasonable attorney’s fees and costs, arising from but not limited to:
    (i) the Medical Director’s breach of this Agreement;
    (ii) (ii) the negligence or willful misconduct of the Medical Director; or
    (iii) (iii) any allegation that the Medical Director caused injury or damage to any third Person
    (“Person” is defined as any individual, corporation, Company, partnership, government or any
    other entity).
    The Medical Director agrees that the Company shall have the right to participate in and control
    the defense of any such claim through counsel of its choosing at the Medical Director’s expense.
  3. Non-Assignment
    The Medical Director shall not transfer or assign this agreement without the Company’s consent.
    However, the Company may transfer or assign this agreement or subcontract its obligations
    hereunder at any time without the Medical Director’s consent. If the Company does so, anyone to
    whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of
    the Company’s rights with respect to such obligations.
  4. Confidentiality
    All non-public, confidential or proprietary information of the Company, disclosed by the Company
    to the Medical Director, whether disclosed orally or disclosed or accessed in written, electronic or
    other form or media, and whether or not marked, designated or otherwise identified as
    “confidential” in connection with this Agreement is confidential, solely for the use of performing
    this Agreement and may not be disclosed, copied, or dealt with in any similar manner unless
    authorized in advance by the Company in writing. Upon the Company’s request, the Medical
    Director shall promptly return all documents and other confidential materials received from the
    The Company shall be entitled to injunctive relief for any violation of this Section. This Section
    does not apply to information that, at the time of disclosure, (i) is or has been available publicly,
    other than for the reason of disclosure directly or indirectly by the Medical Director; or (ii) has
    been made available to the Medical Director and not bound by the obligation of confidentiality, or
    confidential information obtained independently by the Medical Director without assistance,
    utilization, or use of confidential information. In addition, this Agreement is confidential and cannot
    be divulged to third parties, unless as provided by law, without the written consent of the
  5. Force Majeure
    For this Agreement, “Force Majeure” means an event which a diligent party could not have
    reasonably avoided in the circumstances, which is beyond the control of a party and includes, but
    is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions,
    strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by
    government agencies. A Party’s failure to fulfill its obligations due to Force Majeure shall not be
    considered a breach of this Agreement, provided that the Party has taken all reasonable
    precautions, due care, reasonable alternative measures, and minimal delay all to carry out the
    terms of this Agreement.
  6. Changes to the Agreement
    Either Party may request changes to the agreement, but they will only be effective if agreed in
    writing, and signed by all Parties. If any ambiguity is found in the agreement or various
    documents forming this agreement, the Parties shall issue any necessary clarification or
  7. No Waiver
    Unless otherwise provided, failure by the Company to enforce any of the terms or conditions of
    this Agreement shall not be a waiver of their right to enforce the terms and conditions of this
    Agreement. A waiver by the Company of any right or benefit provided in this Agreement does not
    infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any
    other right or benefit provided in this Agreement.
  8. Severability
    The provisions of this agreement are severable. If any provision is held to be invalid or
    unenforceable, it shall not affect the validity or enforceability of any other provision.
  9. Counterparts
    This agreement may be executed in any number of counterparts, each of which shall be deemed
    to be an original and all of which taken together shall constitute one instrument.
  10. Entire Agreement
    This agreement constitutes the entire agreement between the parties. It supersedes all prior oral
    or written agreements or understandings between the Parties concerning the subject matter of
    this agreement. All documents annexed to this agreement shall be subject to the terms under this
    agreement, provided that the Parties append their signatures on the documents. The Parties will
    exercise utmost good faith in this agreement.
  11. Headings
    The article and section headings in this agreement are for convenience; they form in no part of
    this agreement and shall not affect its interpretation.
  12. Pronouns
    All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
    neuter, singular, or plural, as the identity of the person or entity may require. As used in this
    agreement: words of the masculine gender shall mean and include corresponding neuter words
    or words of the feminine gender, and words in the singular shall mean and include the plural and
    vice versa.
  13. Notices
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement
    shall be in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
    (ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
    business day after the date postmarked, or
    (iii) sent by email.
    at the following addresses or such changed address as the Party shall have specified by written
    notice, provided that any notice of change of address shall be effective only upon actual receipt.
    Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
    the recipient, and the effective date of such notice shall be the date of receipt, provided such
    receipt has been confirmed by the recipient.
    Company: ______________________________________________________

Medical Director: ___________________________________________________

  1. Medical Director Acknowledgements
    The Medical Director acknowledges that they have been provided with the opportunity to
    negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the
    Medical Director acknowledges that the restrictions imposed are fair, reasonable, and necessary

to protect the Company’s legitimate business interests and will not place an undue burden upon
their livelihood in the event of enforcement of the restrictions. The Medical Director also
acknowledges that they have entered into this agreement with the capacity and authority to
contract freely and voluntarily.

  1. Governing Law
    This Agreement shall be governed in all respects by the laws of Texas, and its Courts without
    regard to its conflict of law provisions.
    IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and
    year set forth below.
    Signed by the duly authorized representative
    of the COMPANY



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