Exhibit 10.18
Administrative Services Agreement
dated April 24, 1998
by and between
Doctor's Care of Tennessee, P.C. and
UCI Medical Affiliates of Georgia, Inc.
This Administrative Services Agreement ("Agreement") is entered into
and effective as of April 24, 1998, by and between Doctor's Care of Tennessee,
P.C., a Tennessee professional corporation (hereinafter referred to as "Doctor's
Care"), and UCI Medical Affiliates of Georgia, Inc, a South Carolina corporation
(hereinafter referred to as "Medical Management").
RECITALS
WHEREAS, Doctor's Care is a medical practice that provides medical
services to patients. Doctor's Care's services are performed by employed
physicians, by physician employees of independent physician practices under
contract with Doctor's Care and pursuant to contracts with independent
physicians, as well as by nurse practitioners and other physician extenders
(collectively referred to as "Doctor's Care Personnel");
WHEREAS, Doctor's Care does not own or possess facilities for the
provision of its services nor does it own or possess medical equipment,
furnishings or supplies that are required for the delivery of medical services;
WHEREAS, except for the Doctor's Care Personnel, Doctor's Care does not
employ, and is not desirous of employing, other personnel who may be necessary
to the proper operation of a medical practice, including nurses, technicians,
administrative and management staff;
WHEREAS, Medical Management is in the business of providing
comprehensive management services to medical practices, including the provision
of office space and equipment, the hiring of non-medical personnel, the
recruitment of medical personnel, the provision of billing and collection
services, and the coordination of relationships between primary care physicians,
specialist physicians and hospitals under managed care and other arrangements;
WHEREAS, Medical Management has special expertise and experience in the
operation, management and marketing of the non-medical aspects of medical
clinics of the type operated or intended to be operated by Doctor's Care.
Medical Management has been and will continue to be primarily involved in the
non-medical development and management of medical facilities. Medical Management
has developed and will continue to develop the non-medical aspects of a number
of facilities where high quality health care has been and will be provided at
low cost because of efficiencies of scale and management expertise; and
WHEREAS, the parties desire that Medical Management provide the
above-described services to Doctor's Care, according to the terms and conditions
set forth below.
THEREFORE, the parties hereto, intending to be legally bound, do hereby
agree as follows:
1. Definitions.
1.1 "Ancillary Services" means services other than medical and
nursing services, including but not limited to radiology, health education,
pharmacy, pathology and laboratory, and therapy services provided to Doctor's
Care patients.
1.2 "Quality Assurance Program" (Program) is the ongoing
monitoring of the quality of medical services through qualitative and
quantitative analyses and the recommendation of quality improvements.
1.3 "Utilization Review" means the review of medical care
provided to patients for necessity and appropriateness conducted either
concurrently with the provision of the services or retrospectively after they
have been rendered, and which review may result in advice to a physician that a
reviewed service is not necessary or appropriate or not eligible for
reimbursement under a Payor Agreement.
1.4 "Patient" means a person who receives medical care services from
Doctor's Care.
1.5 "Payor" means an employer, insurance carrier, health
service plan, trust, nonprofit hospital service plan, governmental unit or any
other entity which is obligated to provide or reimburse health care providers
for providing health care services to a Patient.
1.6 "Payor Agreement" means an agreement between a Payor and
Doctor's Care (or its authorized representative) under which Doctor's Care
renders health care services to Patients.
2. Term of Agreement. Commencing on the effective date set forth above,
this Agreement shall continue in effect for a period of forty (40) years. It
shall automatically renew for an additional ten (10) year term unless Medical
Management shall provide Doctor's Care at least one hundred and twenty (120)
days' advance written notice of its intention to let the Agreement expire.
Thereafter, it shall renew for successive ten (10) year terms unless either
party shall provide the other at least one hundred and twenty (120) days'
advance written notice of its intention to let the Agreement expire at the end
of any such term prior to the end of such term.
3. Obligations of Medical Management.
3.1 Facilities. Medical Management shall provide to Doctor's
Care, for Doctor's Care's use, suitable facilities in which it can provide
health care services. Medical Management shall own, enter into a lease, sublease
or other occupancy agreement for each such facility if required by the owner.
The facilities which are subject to this Agreement shall be designated from time
to time exclusively by Medical Management. Each such facility and hereafter
acquired or leased facility so designated by Medical Management is hereinafter
referred to as an "Office" and all such facilities and hereafter acquired or
leased facility so designated by Medical Management are hereinafter referred to
as the "Offices."
3.2 Furniture. Fixtures and Equipment
3.2.1 During the term of this Agreement and all
renewals and extensions hereof, Medical Management shall provide
Doctor's Care at each Office at which Doctor's Care performs its health
care services, the medical equipment, office equipment, furniture,
fixtures, furnishings and leasehold improvements.
3.2.2 The use by Doctor's Care of such furniture,
fixtures, furnishings, and equipment shall be subject to the following
conditions:
3.2.2.1 Title to all such furniture,
fixtures, furnishings, and equipment shall remain in Medical
Management and upon termination of this Agreement, Doctor's
Care shall immediately return and surrender all such
furniture, fixtures, furnishings, and equipment to Medical
Management in as good condition as when received, normal wear
and tear excepted. Doctor's Care expressly agrees to execute
any appropriate UCC-1 Financing Statement and UCC-1 Fixture
Filings, and any amendments thereto, if so requested in
writing by Medical Management.
3.2.2.2 Medical Management shall be fully
and entirely responsible for all repairs and maintenance of
all such furniture, fixtures, furnishings, and equipment,
provided, however, that Doctor's Care agrees that it will use
its best efforts to prevent damage, excessive wear, and
breakdown of all such furniture, fixtures, furnishings, and
equipment, and shall advise Medical Management of any and all
needed repairs and equipment failures.
3.3 Development, Management and Administrative Services.
During the term of this Agreement, and all renewals and extensions hereof,
Doctor's Care hereby engages Medical Management to serve as Doctor's Care's
exclusive manager and administrator of all non-medical functions and
non-physician services relating to the operation of the Offices; and Medical
Management agrees to furnish to Doctor's Care all of the non-medical
development, management and administrative services as may be needed by Doctor's
Care in connection with the operation of the Offices. Such non-medical
development, management and administrative services shall include the following:
3.3.1 Bookkeeping and Accounts. Medical Management
shall provide all bookkeeping and accounting services necessary or
appropriate to support the Offices, including, without limitation,
maintenance, custody and supervision of all business records, papers,
documents, ledgers, journals and reports, and the preparation,
distribution and recordation of all bills and statements for
professional services rendered by Doctor's Care, including the billing
and completion of reports and forms required by insurance companies or
governmental agencies, or other third-party payors (such records,
papers, documents, ledgers, journals and reports shall not be deemed to
include patient records and other records, reports and documents which
relate to patient treatment by Doctor's Care's physicians); provided,
however, it is understood that all such business records, papers and
documents are the sole property of Doctor's Care, and shall be
available for inspection by Doctor's Care at all times, and shall be
delivered to Doctor's Care upon termination of this Agreement. Doctor's
Care shall provide Medical Management with a complete copy of all such
documents, records, and papers at Doctor's Care's expense upon
termination of this Agreement.
3.3.2 General Administrative Services. Medical
Management shall provide Doctor's Care with overall supervision and
management, including the maintenance and repair, of the Offices, and
all furniture, fixtures, furnishings, equipment and leasehold
improvements located in or at the Offices.
3.3.3 Contract Administration. Medical Management
shall provide Doctor's Care with administrative services to enable
Doctor's Care to perform on a timely basis all non-medical aspects of
all Payor Agreements. Such services shall include the preparation and
analysis of reports to enable Doctor's Care to provide physician
staffing and supervision at the Offices for the rendering of efficient,
high quality medical care to patients.
3.4. Non-Physician Personnel. Medical Management
shall provide such support personnel and nursing personnel to Doctor's
Care as may be reasonably necessary to enable Doctor's Care to perform
medical services at the Offices subject to the following:
3.4.1 Medical Management shall provide all
support personnel necessary for Doctor's Care's practice,
including, but not limited to, all non-physician technical
personnel, nurses, receptionists, secretaries, clerks,
purchasing and marketing personnel, janitorial and maintenance
personnel, and non-physician supervisory personnel as may be
deemed reasonably necessary by Medical Management for the
proper and efficient operation of the Office. Notwithstanding
the foregoing, if any billing rules (such as Medicare/Medicaid
"incident to" rules) require Doctor's Care to be the employer
of certain non-physician medical personnel in order for their
services to be reimbursed, then Doctor's Care shall be the
employer of such non-physician medical personnel (who shall be
deemed to be a portion of the "Doctor's Care Personnel"); and
3.4.2 Medical Management shall be
responsible for hiring and firing all such
support personnel, and shall determine
compensation for all such personnel,
including determination of salaries, fringe
benefits, bonuses, health and disability
insurance, workers' compensation insurance,
and any other benefits that each such
employee shall receive; and
3.4.3 Medical Management shall manage and
supervise all such licensed support personnel employed on
behalf of Doctor's Care including, but not limited to all
nurses, x-ray technicians and laboratory technicians,
regarding those aspects of their employment that do not
involve performance under the scope of their licensure;
provided, however, that Doctor's Care shall manage and
supervise all activities of such licensed support personnel
performed under the scope of their licensure;
3.5 Supplies. Medical Management shall acquire and supply to
Doctor's Care all medical and non-medical supplies of every kind, name or
nature, which may reasonably be required by Doctor's Care for the operations of
the Offices.
3.6 Security and Maintenance. Medical Management shall provide
Doctor's Care with all services and personnel necessary to provide Doctor's Care
with proper security, maintenance, and cleanliness of the Offices and the
furniture, fixtures, equipment, and leasehold improvements located thereat.
Additionally, Medical Management shall furnish to or obtain for group all
laundry, linens, uniforms, printing, stationery, forms, telephone service,
postage, duplication services, and any and all other supplies and services of a
similar nature which are necessary in connection with the day-to-day operation
of the Offices.
3.7 Physician Recruiting and Training. Medical Management
shall assist Doctor's Care in recruiting, screening and evaluating prospective
physician employees and physician contractors for Doctor's Care, and Medical
Management shall assist Doctor's Care in training Doctor's Care's physicians in
the delivery of medical services at the Offices in a manner consistent with
Medical Management's established standards, practices, procedures and policies
as may from time to time be in effect.
3.8 Insurance. Medical Management shall use all reasonable
efforts to obtain and maintain in full force and effect during the term of this
Agreement, and all extensions and renewals thereof, commercial general liability
and property insurance which Medical Management deems appropriate to protect
against loss in the nature of fire, other catastrophe, theft, business
interruption, public liability, and non-medical negligence, with minimum
coverage limits of $1,000,000 per occurrence. Medical Management shall use all
reasonable efforts to obtain medical malpractice insurance for Doctor's Care and
its physician employees in an amount not less than $1,000,000 per incident with
a $3,000,000 annual limit per physician either on an "occurrence" or on a
"claims made" basis in its judgment. If obtained on a "claims made" basis, such
insurance arrangements shall include provision for the purchase of "tail
coverage" if such coverage is available at reasonable rates. Medical Management
may arrange for such malpractice insurance or portion thereof, including "tail
coverage" to be underwritten or funded by an entity which is wholly or partially
owned by Medical Management.
3.9 Billing and Collection. In order to relieve Doctor's Care
of the administrative burden of handling the billing and collection of sums due
under prepaid health plans, fees for medical, x-ray, laboratory and all services
provided by or on behalf of Doctor's Care and for which Doctor's Care may
charge, Medical Management shall be responsible, on behalf of and for Doctor's
Care and any contract physicians or independent physician groups or other
organizations practicing medicine for or on behalf of Doctor's Care, on their
respective billheads as their agent, for billing and collecting the charges made
with respect to all medical, x-ray, laboratory and all other services provided
at the Offices. Doctor's Care agrees that it will keep and provide to Medical
Management all documents, opinions, diagnoses, recommendations, and other
evidence and records necessary for the purpose of supporting the fees charged
for all medical and other services from time to time. It is expressly understood
that the extent to which Medical Management will endeavor to collect such
charges, the methods of collecting, the settling of disputes with respect to
charges, and the writing off of charges that may be or appear to be
uncollectible shall at all times be within the sole discretion of Medical
Management (but subject to all applicable governmental regulations and the terms
and conditions of applicable provider agreements), and that Medical Management
does not guarantee the extent to which any charges billed will be collected.
Doctor's Care or its duly authorized agent shall have the right at all
reasonable times and upon the giving of reasonable notice to examine, inspect
and copy the records of Medical Management pertaining to such fees, charges,
billings and collections. At Doctor's Care's request, Medical Management will
re-assign to Doctor's Care for collection by Doctor's Care, any accounts which
Medical Management has determined to be uncollectible.
3.10 Bank Accounts and Disbursements. During the term of this
Agreement, Medical Management is hereby expressly authorized to, and shall
disburse from one or more bank accounts of Doctor's Care sums for the payment of
the Cost of Medical Services as that term is defined in Section 7 below, Medical
Management's compensation and all other costs, expenses and disbursements which
are required or authorized by this Agreement. For administrative convenience,
Medical Management shall maintain said bank accounts.
3.11 Market Research. Medical Management shall conduct market
research with respect to rates, charges, competitive conditions, competition and
business opportunities for Medical Management and Doctor's Care. Medical
Management shall compile such information and provide marketing reports and
analyses to Doctor's Care. All such marketing services shall be conducted in
accordance with the laws, rules, regulations and guidelines of all applicable
governmental and quasi-governmental agencies including, but not limited to, the
Medical Board of Tennessee.
3.12 Contract Negotiations. Medical Management shall negotiate
on Doctor's Care's behalf, contracts with prepaid health plans, preferred
provider organizations, other group plans, independent physician associations,
hospitals and other health care providers for Doctor's Care's services at the
Offices, for admission of Doctor's Care's patients for hospitalization and for
the provision of health care services for Doctor's Care's patients by other
physicians with specialties not available at Doctor's Care. Upon request by
Medical Management, Doctor's Care hereby agrees to take any action convenient or
necessary for Doctor's Care to approve and enter into any such contracts.
3.13 Management and Planning Reports. Medical Management shall
supply Doctor's Care on a regular, periodic basis, such internal reports as may
be necessary or appropriate for the parties to assist each other in evaluating
the non-medical aspects of the performance and productivity of their respective
employees and contractors as well as in evaluating the efficiency and
effectiveness of the rendition of their respective management and other
non-professional services. Medical Management shall provide Doctor's Care with
data and reports for Doctor's Care's exclusive use in conducting Doctor's Care's
medical practice, evaluating the performance of Doctor's Care's physicians and
for other purposes related to maintaining a high level of patient care quality
and improving the efficiency of Doctor's Care's physicians. Medical Management
shall meet periodically with Doctor's Care's utilization review designees,
medical directors of Offices, Doctor's Care's peer review committees and other
representatives of Doctor's Care to review the data and reports provided by
Medical Management, to consult with each other with regard to the interpretation
of such data and reports, to evaluate the application of such data and reports
to the operation of the Offices and to detect and discuss trends in Doctor's
Care's medical practice at the Offices.
3.14 Utilization Review. Medical Management shall establish
and administer a program of Utilization Review of medical care rendered by
Doctor's Care that is consistent with the terms of the Payor Agreements, and
Doctor's Care agrees that it and its physicians shall adhere to the advice of
such program to the extent that it is consistent with the physician's
professional judgment.
3.15 Quality Assurance. It is understood that Doctor's Care
has an established Quality Assurance Program to assure a standard of care that
is consistent with the laws of the state and federal governments, with the
applicable contractual obligations of Doctor's Care, and with the prevailing
standards of medical practice and medical care in the community. Medical
Management shall assist in the implementation of this Quality Assurance Program.
3.16 Arrangements with Other Providers. The parties hereto
acknowledge and agree that Medical Management may enter into arrangements with
health care providers other than Doctor's Care, including specialty physicians
and hospitals, for the provision of services to patients.
3.17 Doctor's Care Operations. Medical Management shall have
exclusive authority over all decision-making for ongoing Doctor's Care major or
central operations except for the dispensing of medical services. This authority
includes, but is not limited to, the scope of services, patient acceptance
policies and procedures, pricing of services, negotiation and execution of
contracts, issuance of debt, and establishment and approval of operating and
capital budgets.
3.18 Compensation and Selection of Physicians. Medical
Management shall have exclusive decision-making authority over the total
compensation of Doctor's Care's Personnel. Medical Management shall have the
authority to establish and implement guidelines for the selection, hiring and
firing of Doctor's Care's Personnel; without limiting the generality of the
foregoing, Doctor's Care shall not employ or contract with any Doctor's Care
Personnel without the prior consent of Medical Management.
3.19 Notice of Certain Corporate Actions. During the term of
this Agreement and any extension or renewal thereof, (i) if Doctor's Care shall
desire to amend its bylaws or its Articles of Incorporation; or (ii) if any
capital reorganization of the Doctor's Care, reclassification of the capital
stock of Doctor's Care, consolidation or merger of Doctor's Care with or into
another corporation, sale lease, or transfer of all or substantially all of the
property and assets of Doctor's Care shall desire to be effected; or (iii) if
Doctor's Care shall desire to pay any dividend, in shares of stock or cash or
otherwise, or make any distribution upon the shares of its capital stock, then
in any such case, Doctor's Care shall cause to be delivered to Medical
Management, at least thirty (30) days prior to the record date fixed for the
purpose of determining shareholders entitled to vote on such action, or to
receive such dividend, distribution, or offer, or to receive shares or other
assets deliverable upon such reorganization, reclassification, consolidation,
merger, sale, lease, transfer, dissolution, liquidation, or winding up, as the
case may be, a notice containing a brief description of the proposed action and
stating such record date.
3.20 Proceeds of Sale of Doctor's Care and/or Offices. During
the term of this Agreement and any renewal or extension thereof, in the event
all or substantially all the assets of Doctor's Care or one or more of the
Offices are sold or otherwise transferred, such sale or transfer shall not be
effective except upon the prior written consent of Medical Management which may
be withheld for any or no reason, and Medical Management shall be entitled to
any and all the proceeds of such sale or transfer.
4. Compliance with Payor Agreements. Medical Management agrees to
perform its duties hereunder so as to comply with Doctor's Care's obligations
under the Payor Agreements.
5. Conduct of Medical Practice. Doctor's Care shall be solely and
exclusively in control of all aspects of the practice of medicine and the
delivery of medical services in its practice. The rendition of all medical
professional services, including, but not limited to, diagnosis, treatment,
surgery, therapy and the prescription of medicine and drugs, and the supervision
of preparation of medical reports shall be the responsibility of Doctor's Care.
Except as otherwise set forth herein, Doctor's Care shall have the sole right
and authority to hire, employ, train, supervise, terminate and compensate all of
the Doctor's Care Personnel. Medical Management shall have the authority to
establish fees or charges for the rendition of such services. Doctor's Care
agrees to assign a physician to act as its Medical Director and to assure that
its Offices are adequately staffed during operating hours with such medical
personnel as may be necessary to efficiently carry out the practice of medicine
at such Offices, all of whom shall be duly licensed by the state in which they
practice.
6. Exclusivity. During the term of this Agreement, Doctor's Care agrees
not to contract for or to obtain management or administrative services with any
organization other than Medical Management.
7. Medical Management's Compensation.
7.1 Definitions.
7.1.1 "Books and Records" means Doctor's Care's books of account,
accounting and financial records and all other records relating to and used in
the conduct of Medical Management's duties hereunder and also used in the
preparation of reports and financial statements. The books and records at all
times shall be correct and complete and contain correct and timely entries made
with respect to transactions entered into pursuant hereto in accordance with
GAAP.
7.1.2 "Cost of Medical Services" means any and all expenses of Doctor's
Care with respect to providing services at the Offices or related in any way to
the business of Doctor's Care, including without limitation the aggregate
compensation of Doctor's Care Personnel, plus the cost of such Doctor's Care
Personnel's benefits, including, but not limited to vacation pay, sick pay,
health care expenses, Doctor's Care's share of Doctor's Care Personnel's,
employment and payroll taxes, professional dues, and other expenses and payments
required to be made to or for said Doctor's Care Personnel, pursuant to
employment agreements or otherwise, including expense reimbursements and all
discretionary bonuses, incentives, and/or payments based on profitability or
productivity paid or accrued for Doctor's Care Personnel at said Offices; and
also includes the cost of Ancillary Services ordered by Doctor's Care Personnel
on behalf of Doctor's Care's patients and the cost of medical malpractice
insurance for Doctor's Care and Doctor's Care Personnel.
7.1.3 "GAAP" means at any particular time generally accepted accounting
principles as m effect at such time. Any accounting term used in this Agreement
shall have, unless otherwise specifically provided herein, the meaning
customarily given in accordance with GAAP, and all financial computations
hereunder shall be computed unless otherwise specifically provided herein, in
accordance with GAAP as consistently applied and using the same method of
valuation as used in the preparation of Medical Management's financial
statements.
7.1.4 "Net Revenues" means all Revenues net of
allowances for uncollectible accounts.
7.1.5 "Revenues" means all amounts assigned and paid hereunder by Doctor's
Care to Medical Management pursuant to Subsection 7.2.
7.2 Assignment to Medical Management. Doctor's Care hereby
assigns to Medical Management all of Doctor's Care's rights and interest in all
sums which Doctor's Care receives or becomes entitled to receive for the
performance of medical services by employees of Doctor's Care and from charges
by Doctor's Care for supplies and other items for which Doctor's Care is
entitled to charge as reflected in invoices issued by Doctor's Care with respect
to the Offices. Notwithstanding the foregoing, no assignment shall be made of
any sums or rights to payment, the assignment of which is prohibited by law
(e.g., amounts receivable from Medicare claims). In lieu of assignment of the
payments described above, Doctor's Care hereby agrees to pay to Medical
Management an amount equal to the amount of any such payments within two (2)
business days of receiving such payments.
7.3 Remittances on Behalf of Doctor's Care. Medical Management
shall pay on Doctor's Care's behalf from the Net Revenues the Cost of Medical
Services. Medical Management shall have access to the Books and Records for the
purpose of determining payments to be made under this Subsection 7.3.
7.4 Medical Management's Compensation. As compensation for the
provision of its services hereunder, Medical Management shall receive the
balance, if any, of the Net Revenues remaining after payments of the Costs of
Medical Services as set forth in Section 7.3.
8. Records.
8.1 Medical Management agrees to maintain documentation of
source data related to quality assurance, Utilization Review and cost and
utilization reports prepared for and/or submitted to Doctor's Care for a period
of at least five years from the close of the contract period specified in this
Agreement.
8.2 Medical Management agrees to make all of its books and
records pertaining to the services furnished under the terms of this Agreement
(subject to applicable ethical and legal confidentiality requirements) available
for inspection, examination or copying by duly authorized representatives of
Doctor's Care.
9. Insurance and Indemnification.
9.1 Medical Management shall confirm that any physician
provider used by Doctor's Care to serve the needs of Patients shall have
professional liability insurance or protection limits of coverage as follows: at
least $1,000,000 per occurrence and $3,000,000 annual aggregate for said
physician. Medical Management shall provide evidence of the above-described
coverage to Doctor's Care upon request.
9.2 Doctor's Care further agrees, during the term of this
Agreement, to indemnify and hold harmless Medical Management against any claims
or liabilities arising under this Agreement which are the sole responsibility of
Doctor's Care or its employees or agents.
10. Confidentiality.
10.1 Patient Records. All patients records, reports and
information obtained, generated, or encountered relating to Offices, which have
not and hereafter are not designated by Medical Management as being Medical
Management's property shall at all times be the property of Doctor's Care and so
long as in the possession, use or control of either party, shall be kept in the
strictest confidence by both parties. Medical Management shall instruct all of
its personnel to keep confidential any such information, as well as any
financial, statistical, personnel, and patient information obtained or
encountered relating to Doctor's Care or to Doctor's Care's operations. Both
parties agree to comply with all applicable laws, regulations and professional
standards concerning the confidentiality of patient records.
10.2 Proprietary Information. Doctor's Care recognizes that
due to the nature of this Agreement, Doctor's Care will have access to
information of a proprietary nature owned by Medical Management including, but
not limited to, any and all computer programs (whether or not completed or in
use) and any and all operating manuals or similar materials which constitute the
non-medical systems, policies and procedures, and methods of doing business
developed by Medical Management for the operation of facilities managed by
Medical Management. Consequently, Doctor's Care acknowledges and agrees that
Medical Management has a proprietary interest in all such information and that
all such information constitutes confidential and proprietary information and is
the trade secret property of Medical Management. Doctor's Care hereby waives any
and all right, title and interest in and to such trade secrets and confidential
information and agrees to return all copies of such trade secrets and
confidential information related thereto to Medical Management, at Doctor's
Care's expense, upon the termination of the Agreement.
Doctor's Care further acknowledges and agrees that Medical Management
is entitled to prevent its competitors from obtaining and utilizing its trade
secrets and confidential information. Therefore, Doctor's Care agrees to hold
Medical Management's trade secrets and confidential information in strictest
confidence and not to disclose them or allow them to be disclosed, directly or
indirectly, to any person or entity other than those persons or entities who are
employed by or affiliated with Medical Management or Doctor's Care, without the
prior written consent of Medical Management. Doctor's Care shall not, either
during the term of this Agreement, or at any time after the expiration or sooner
termination of this Agreement, disclose to anyone other than persons or entities
who are employed by or affiliated with Medical Management or Doctor's Care any
confidential or proprietary information or trade secret information obtained by
Doctor's Care from Medical Management, except as otherwise required by law.
Doctor's Care agrees to require each independent contractor and employee of
Doctor's Care, and any such persons or entities to whom such information is
disclosed for the purpose of performance of Medical Management's or Doctor's
Care's obligations under this Agreement, to execute a "Confidentiality
Agreement" in a form acceptable to Medical Management.
Doctor's Care acknowledges and agrees that a breach of this Section 10
will result in irreparable harm to Medical Management which cannot be reasonably
or adequately compensated in damages, and therefore Medical Management shall be
entitled to injunctive and equitable relief to prevent a breach and to secure
enforcement thereof, in addition to any other relief or award to which Medical
Management may be entitled.
11. Cooperation.
11.1 Doctor's Care and Medical Management agree that they
shall at all times maintain an effective liaison and close cooperation with each
other to facilitate provision of high quality and cost effective health care to
Patients.
11.2 Each of the parties agrees to cooperate fully with each
other in connection with the performance of their respective obligations under
this Agreement, and both parties agree to employ their best efforts to resolve
any dispute that may arise under or in connection with this Agreement. Subject
to Medical Management maintaining the confidentiality of patient records and
Doctor's Care's confidential information, Doctor's Care shall provide to Medical
Management full and complete access to Doctor's Care's premises, and to Doctor's
Care charts, books, and records, in order that Medical Management can perform
its functions hereunder.
11.3 During the term of this Agreement, Doctor's Care shall
not add facilities or clinics for the practice of medicine by Doctor's Care's
physicians without the prior approval of Medical Management.
11.4 Notwithstanding any other provisions contained herein,
Medical Management shall not be liable to Doctor's Care, and shall not be deemed
to be in default hereunder, for the failure to perform or provide any of the
supplies, services, personnel, or other obligations to be performed or provided
by Medical Management pursuant to this Agreement if such failure is a result of
a labor dispute, act of God, or any other event which is beyond the reasonable
control of Medical Management.
12. License of Intellectual Property. During the term of this Agreement
and any extension or renewals thereof, each of the party's hereto hereby grants
royalty free to the other party hereto the non-exclusive right and license to
use any and all trademarks, trade names, service marks, logos, and other
intellectual property rights owned by the granting party. The licensed
intellectual property and any goodwill associated therewith are and shall at all
times remain the property of the granting party.
13. Doctor's Care Patient Grievances. Medical Management agrees to
comply with the complaint, grievance and disenrollment policies of Payors in
resolving any Patient grievances related to the provision of medical services by
Doctor's Care. Doctor's Care shall bring to the attention of Medical Management
all applicable complaints or grievances involving Doctor's Care, and Medical
Management shall promptly, in accordance with any applicable Payor procedures,
investigate such complaints and use its best efforts to resolve them in a fair
and equitable manner. Medical Management agrees to notify Doctor's Care monthly
of any complaints from Patients and of actions taken or proposed with respect to
the disposition of such complaints.
14. Professional Training and Licensing Standards.
14.1 Medical Management warrants that any provider that it
engages to provide services to Patients is in compliance with applicable local,
state, and federal laws, regulations and/or licensing requirements relating to
the provision of services that they will provide.
14.2 Doctor's Care shall provide Medical Management with a
copy of credentials requirements and agrees to provide Medical Management with
documentation that each physician providing services to Doctor's Care Patients
is appropriately credentialed. This documentation will include proof of
licensure and specialty certification as applicable. This documentation shall be
maintained on file by Medical Management and reviewed by Doctor's Care and
Medical Management on an annual basis. Doctor's Care will maintain oversight
responsibility to assure that all licensed physicians are credentialed according
to its managed care Quality Assurance Program.
15. Non-Discrimination.
15.1 In the performance of this contract, Doctor's Care and
Medical Management shall not unlawfully discriminate against any employee or
applicant for employment because of race, religion, color, national origin,
ancestry, physical or psychological disability, medical condition, marital
status, age, sex or sexual orientation. Doctor's Care and Medical Management
shall insure that the evaluation and treatment of their employees and applicants
for employment are free of such discrimination and shall comply with all the
provisions of law applicable thereto.
15.2 The applicable regulations of law relating to the
treatment and evaluation of employees and applicants for employment are
incorporated into this Agreement by reference and made a part hereof as if set
forth in full. Doctor's Care and Medical Management shall give written notice of
their obligations under this clause to labor organizations with which they have
a collective bargaining or other agreement.
16. Arbitration. If a dispute or matter in controversy arises between
the parties hereto which they are unable to resolve to their mutual satisfaction
within ten (10) days of written notice from one to the other of the existence of
such dispute, then either party may notify the other party in writing (the
"Notice") that the dispute be submitted to binding arbitration as provided
herein. The arbitration panel shall consist of three (3) arbitrators, one of
whom shall be selected by Medical Management, one of which shall be selected by
Doctor's Care, each within 10 days of the Notice, and the third shall be
selected by the first two within ten (10) days of their selection. If either
party shall fail to make a selection within ten (10) days, the first arbitrator
shall select the remaining two (2). In the event that any arbitrator shall
resign or otherwise fail to perform his duties, his successor shall immediately
be selected by the party who selected such arbitrator in the first instance. The
arbitration panel shall have the authority to assess costs and shall award
attorneys' fees. Either party may have recourse to the courts for enforcement of
the award of the arbitration panel. Notwithstanding any provision of this
Section 16, the arbitration panel shall have no authority to override Medical
Management's exclusive authority over the ongoing major or central operations of
Doctor's Care, as specifically set forth in Subsection 3.17 and as otherwise set
forth in this Agreement. With respect to any dispute brought by Doctor's Care,
the arbitration panel and any court of competent jurisdiction may order
termination of this Agreement only upon a finding beyond a reasonable doubt that
Medical Management (a) was grossly negligent, (b) committed a fraudulent act, or
(c) committed illegal acts.
17. Waiver of Violation. The waiver by either party of a breach or
violation of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach thereof.
18. Miscellaneous.
18.1 Enforceability. If any provision of this Agreement shall
be for any reason invalid or unenforceable, the remaining provisions shall be
nevertheless effective.
18.2 Amendments. This Agreement constitutes the entire written
understanding between the parties and may only be amended by Medical Management
providing notice to Doctor's Care of such amendment.
18.3 Independent Relationship.
In the performance of this Agreement, it is mutually
understood and agreed that all physicians practicing medicine at any of the
Offices are at all times acting and performing as employees of Doctor's Care or
as independent contractors with Doctor's Care ("Doctor's Care's Physicians") and
not employees or agents of Medical Management. Medical Management shall neither
have nor exercise any control or direction over the methods by which Doctor's
Care or Doctor's Care's Physicians shall practice medicine. The function of
Medical Management is to provide Doctor's Care with all non-medical services in
a competent, efficient, and satisfactory manner. Doctor's Care and Doctor's
Care's Physicians shall have no claim under this Agreement or otherwise against
Medical Management for workers' compensation, unemployment compensation, sick
leave, vacation pay, retirement benefits, Social Security benefits, or any other
employee benefits, all of which shall be the sole responsibility of Doctor's
Care. Since Doctor's Care's Physicians are not employees of Medical Management,
it shall not withhold on behalf of Doctor's Care's Physicians pursuant to this
Agreement any sums for income tax, unemployment insurance, Social Security, or
otherwise pursuant to any law or requirement of any governmental agency, and all
such withholding, if any is required, shall be the sole responsibility of
Doctor's Care. Doctor's Care shall indemnify and hold harmless Medical
Management from any and all loss or liability arising with respect to any of the
foregoing benefits or withholding requirements.
18.4 Assignability. This Agreement and all rights and
obligations hereunder may not be assigned by Doctor's Care without the prior
written consent of Medical Management. Medical Management may assign this
Agreement or any or all rights and obligations hereunder at any time upon notice
to Doctor's Care.
18.5 Governing Law. This Agreement shall be construed in accordance with
the laws of the -------------- State of South Carolina.
[SIGNATURE PAGE ATTACHED]
IN WITNESS WHEREOF, the parties hereto have caused this
Administrative Services Agreement to be executed by their duly authorized
representatives as of the date first above written.
UCI MEDICAL AFFILIATES OF GEORGIA, INC.
By: /S/ M. F. MCFARLAND, III, M.D.
-------------------------------------------------
M.F. McFarland, III, M.D.
Title: President and Chief Executive Officer
Address:
1901 Main Street
Suite 1200
Columbia, SC 29201
DOCTOR'S CARE OF TENNESSEE, P.C.
By: /S/ JERRY F. WELLS, JR.
----------------------------------------
Jerry F. Wells, Jr.
Title: Secretary and Treasurer
Address:
1901 Main Street
Suite 1200
Columbia, SC 29201