SUPERVISING PHYSICIAN RECRUITING AGREEMENT

SUPERVISING PHYSICIAN RECRUITING AGREEMENT

BETWEEN

_________________________________________(“AGENCY”)

AND

_____________________________________(“FACILITY”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Agency and the Facility (Agency and Facility collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

WHEREAS:

• The Agency is in the business of hiring licensed physicians to supervise physician extenders such as physician assistants, licensed nurses, and nurse practitioners; and
• The Facility runs a medical practice with one or more physician extenders who must be overseen by a licensed physician by law; and
• The Facility wishes to enter into a contract with Agency to hire one or more licensed physicians to supervise the Facility’s physician extenders;

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from _________________________for a period of twelve (12) months (the “initial term”). The agreement shall renew automatically for one (1) year periods (the “renewal term”) unless otherwise terminated.

• OBLIGATIONS OF THE PARTIES

Responsibilities of the Agency

• Agency will do its best to find one or more physicians to serve as the Facility’s physician extenders’ supervising physician. This agreement does not imply that the Agency will find an appropriate supervising physician for the Facility.
• For all services delivered under this agreement, the Agency is responsible for compensating the supervising physician(s).

Responsibilities of the Facility

• The Facility shall bear all costs and expenditures involved with providing supervising physician services at the Facility, including providing suitable space, furniture, equipment, and supplies.
• The Facility shall generate and maintain all paperwork for the supervising physician services, including documentation to be filed with the State Medical Board where the Facility is located.
• The Facility is exclusively responsible for determining the eligibility of a supervising physician applicant for the post. The Agency makes no assurances to the Facility about the supervising physician’s skill or competency to conduct supervising services of any type.

Responsibility of both Parties

• Each of the Parties agrees to abide by all applicable federal and state laws, regulations, and rules pertaining to the privacy and security of each patient’s protected health information (“PHI”), including, but not limited to, those laws and regulations enacted pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder (“HIPAA”). The Parties undertake not to use or disclose PHI except as provided for in this agreement or as authorized by a written release of information statement signed by the individual for whose data is collected and held or as required by law. The Parties also undertake to put in place adequate procedures to prevent unauthorized access to or disclosure of PHI. The Parties must ensure that any agents, including subcontractors, are aware of and adhere to PHI’s same restrictions and conditions. The term PHI shall have the meaning granted to it in HIPAA for this agreement.

• CONTRACT SUM

In exchange for the services provided, the Facility shall pay the Agency as follows;

• An initial fee of $_______________upon Facility’s written acceptance of an Agency-presented candidate for supervising physician, which will be due once the Facility has approved the supervising physician (the “Initial Fee”).This Initial Fee may alter from time to time with the Parties’ written mutual consent. It will cover the services of the supervising physician for the first twelve (12) months.
• Fees for subsequent services shall be paid in the amount $____________________for each twelve (12) month period due on the one-year anniversary of the Initial Fee payment.

Payments shall be made through credit card or ACH fund transfer.

• LIABILITY
• Except for non-payment of fees owed to the supervising physician, the Facility agrees to indemnify and keep the Agency, including its officers, directors, employees, and agents, harmless against any claim of any sort based on the supervising physician’s services hereunder.
• The Facility commits to obtain and maintain the following insurance at all times during the Term of this Agreement:

(a) Workers’ compensation insurance with standard employer limits, as required by state law; and

(b) Medical Malpractice/Professional Liability Insurance with minimum limits of $ 1,000,000 per claim and $ 3,000,000 annual aggregate for each supervising Physician provided by _____________________. If the policy is claims-made, the retrospective date should be no later than the Effective Date. Tail coverage will be the Facility’s responsibility as well. The Facility will also be in charge of tail coverage.

Suppose the Facility cancels one or more of the aforementioned insurance policies. In that case, the Agency must obtain written notice of such intent prior to the effective date of cancellation, as well as a certificate of insurance confirming proof of insurance with a new insurer.

• INDEPENDENT CONTRACTOR
• The Parties agree and understand that in performing the services hereunder, the Agency will not have or exercise any control or direction over the medical and clinical treatment decisions of the supervising physician or the physician extenders being supervised, and nothing herein will be construed to interfere with the supervising physician’s or the physician extenders’ professional medical judgment. The parties agree that the Agency will have no liability for any claim alleging the supervising physician’s negligence.

• Parties agree and acknowledge that all services offered by the supervising physician to the Facility shall be conducted through this agreement. The Facility agrees not to solicit the supervising physician’s services in any other way than through this agreement, either directly or indirectly. In the case of a breach of this provision by the Facility, the Agency shall be entitled to an injunctive remedy in addition to any other legal or equitable relief without the need to post a bond. For two (2) years following the termination of this agreement, the Facility shall not hire or otherwise engage the services of any supervising physician candidate offered to the Facility by the Agency, whether in writing or otherwise.

• CONTRACTING FREEDOM

Throughout the Term of this Agreement, the supervising physician may engage in any other professional activity or business as long as it does not interfere with the supervising physician’s performance under this agreement.

• BOOKS DOCUMENTS AND RECORDS

If the Secretary of Health and Human Services, the Comptroller General of the United States, or their duly authorized representatives make a written request, the Parties agree to make such books, documents, and records needed to certify the nature and extent of the cost of services provided pursuant to this agreement available to such persons in accordance with section 1861(v)(l)(I) of the Social Security Act. If any of these services are provided through a subcontract, the subcontract must include a condition similar to the one above. Despite the preceding, this provision does not give supervising physician the right or approval to subcontract the services to be given by supervising physician under this agreement since any such subcontracts are bound by the terms and conditions of this agreement. This Section 21 will remain in effect even if this agreement is terminated.

• NON-ASSIGNMENT

A Party shall not transfer or assign this agreement without the other Party’s consent.  This consent shall not be unreasonably withheld.

• DISPUTE RESOLUTION

If a dispute arises under this agreement, the Parties hereby agree to settle the dispute through one of the following: (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

1. LITIGATION FEES AND COSTS

If any suit, action, or other proceeding or appeal from a decision therein is instituted to establish, obtain, or enforce any right resulting from this agreement; the prevailing Party shall be entitled to recover from the other Party, in addition to costs and disbursements, such additional sums as the court may adjudge reasonable as attorney fees, both in the trial and appellate courts, whether or not such right to attorney fees is established by statute.

1. TERMINATION
2. Either Party may terminate this agreement by written notice upon breach of the contract by the other Party and service of a thirty (30) business days notice and non-compliance with the notice.
3. Either Party may terminate this agreement for any reason upon giving the other Party no less than ninety (90) days’ notice in writing.
4. Any fees paid by the Facility to the Agency over the preceding three (3) month period will not be refunded if this agreement is canceled with less than ninety (90) days advanced written notice.
5. If the following occurs, the Facility may cancel this agreement immediately by giving the Agency written notice:
6. The supervising physician’s license is suspended or revoked by the State Medical Board where the Facility is located or its equivalent, or he or she is placed on probation, reprimanded, fined, or has practicing privileges restricted.
7. A felony charge has been filed against the supervising physician.
8. If Facility fails to pay any fees owing to the Agency under this agreement, the Agency may terminate this agreement immediately upon five (5) days prior written notice to the Facility.
9. The termination of this agreement shall not discharge the liabilities accumulated by either Party.
10. 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. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

1. NO WAIVER

Failure by either Party 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. NOTICES

All notices shall be in writing. If delivered in person, by overnight delivery service, or by first-class United States mail, postage prepaid and certified, all notices and other communications necessary or permitted under this agreement will be deemed given and received. Any such notice is deemed provided on the date it is mailed or delivered by an overnight delivery service. The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

THE AGENCY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE FACILITY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

• GOVERNING LAW

This agreement shall be governed in all respects by the laws of  ________________________________.

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 AGENCY Signature:  Name:  Designation:  Date:…………………………………………………..

Signed by the duly authorized representative of the FACILITY Signature:  Name:  Designation:  Date:…………………………………………………..