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EXHIBIT 10.44
INTERIM AGREEMENT BETWEEN
UNIVERSITY OF FLORIDA
AND
NATIONAL DIAGNOSTICS, INC.
This Interim Agreement is to confirm the intention of the UNIVERSITY OF FLORIDA
("UNIVERSITY"), FOR AND ON BEHALF OF THE BOARD OF REGENTS OF THE STATE OF
FLORIDA, FOR THE BENEFIT OF THE DEPARTMENT OF RADIOLOGY/UFHSCJ, COLLEGE OF
MEDICINE, UNIVERSITY OF FLORIDA, and NATIONAL DIAGNOSTICS, INC. ("NDI"), to
enter into a formal agreement ("the Agreement") under which UNIVERSITY will
provide interpretation of radiographic examinations that have been performed by
NDI. Following are the terms and conditions under which the parties will
operate as of May 15, 1997, until the execution of the Agreement or until
termination of this Interim Agreement as set forth below:
1. The term of this Interim Agreement will span six (6) months from the
effective date of May 15, 1997. However, either party may terminate
this Interim Agreement with or without cause upon thirty (30) days
notice to the other party. Such notice shall be submitted in writing
via certified mail by the terminating party to the other party. As
promptly as practicable after the effective date of this Interim
Agreement, UNIVERSITY and NDI agree to use their respective best
efforts to negotiate, in good faith, the Agreement providing for the
services contemplated in this Interim Agreement. The Agreement will
contain standard and appropriate representations, warranties,
covenants, and conditions typical for a transaction of this size and
type.
2. UNIVERSITY's radiologists from its Department of Radiology/UFHSCJ will
provide interpretation of radiographic examinations that have been
performed by NDI.
3. Responsibility and expense for pickup and delivery of radiographic
examinations to UNIVERSITY will be borne by NDI.
4. UNIVERSITY's radiologists shall read, examine, and interpret all of the
radiographic examinations on patients referred to UNIVERSITY's
radiologists. UNIVERSITY's radiologists shall interpret radiographic
examinations and dictate a report which shall be made available to NDI
for processing on all studies performed each day, except in emergencies
or on occasions when reasonable radiological practice justifies a later
dictation of report. NDI shall direct the clerical typing and
distribution of the written reports based on the utilization of its own
resources, facilities, and staff personnel, at its own cost and expense.
5. UNIVERSITY will provide a list of all Department of Radiology faculty
including their areas of expertise with telephone and pager numbers for
consultation when necessary. UNIVERSITY will make available to NDI a
direct telephone line for questions and issues occurring on a daily
basis.
6. (a)For services provided by UNIVERSITY's radiologists pursuant to this
Interim Agreement, UNIVERSITY shall be responsible for billing and
collecting the professional component for patients whose third party
carrier requires separate billing (ex., Medicare and Medicaid) and NDI
shall be responsible for billing and collecting the technical component.
(b)For services provided by UNIVERSITY's radiologists pursuant to this
Interim Agreement, NDI shall be responsible for billing and collecting
the global fees for all other carriers who do not require separate
billing. All such NDI patients who receive medical services pursuant to
this Interim Agreement, or such patients' third party payors, shall be
billed on a global fee basis which shall include the fees for both
services rendered by UNIVERSITY's radiologists and for the services
rendered by NDI. In these cases, NDI shall act as the agent of
UNIVERSITY solely with respect to billing and collection of the
professional fees for services provided to NDI's patients by
UNIVERSITY's radiologists. In such billings, NDI may indicate on its
bill that it is billing in the name of UNIVERSITY. NDI shall not,
however, be required to initiate suit to obtain payment except in
accordance with its standard policies and procedures.
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(c)Upon request by UNIVERSITY, NDI shall make available for inspection
by UNIVERSITY copies of all bills which it renders which include
billing for services of UNIVERSITY's radiologists. NDI shall provide
UNIVERSITY with a monthly summary of billing and collection activity or
when reasonably required.
(d)Any checks or other instruments received by UNIVERSITY for services
rendered pursuant to this Agreement which represent payment for global
fees shall be endorsed over to NDI for application in accordance with
the provisions of this Agreement.
7. NDI will pay to UNIVERSITY eighteen percent (18%) of the gross receipts
of the total global fee received by NDI, when services are provided by
UNIVERSITY's radiologists, minus refunds, and minus fees for studies
for which UNIVERSITY did not provide reading and/or interpretation. To
offset additional expenses, this percentage will increase on a scale to
be negotiated in the Agreement.
8. NDI will pay UNIVERSITY by the twenty-fifth (25th) day of the month
after the month-end on the previous month's gross receipts specifically
on the basis of the arrangement described in Section 7. Payment will be
made to University of Florida Jacksonville Physicians, Inc., P. O. Box
44008, Jacksonville, Florida 32231-4008. NDI shall include with the
monthly payment a line item report by patient, representing
documentation of radiographic examinations interpreted for which
payment by NDI is being made. In the event that payment is not made by
NDI by the twenty-fifth (25th) day of the month, NDI agrees to pay
UNIVERSITY a one and one-half percent (1.5%) late charge per month
which will be assessed on the unpaid balance.
9. To the extent that the State of Florida, on behalf of the Florida
board of Regents, has partially waived its immunity to tort
claims and is vicariously responsible for the negligent acts and
omissions of its employees and agents as prescribed by Section 7687.28,
Florida Statutes, UNIVERSITY is protected for a claim or judgement by
any one person in a sum not exceeding One Hundred Thousand Dollars
($100,000), and for a total claim or judgement arising out of the same
incident or occurrence in a total amount not exceeding Two Hundred
Thousand Dollars ($200,000), such protection being provided by the
University of Florida Health Science Center/Jacksonville Self-Insurance
Program, a self-insurance program created pursuant to the authority of
Section 240.213, Florida Statutes. The Board of Regents has not
purchased liability insurance coverage beyond those limits outlined in
Section 768.28, Florida Statutes. Employees and agents of UNIVERSITY
are not generally individually liable for or subject to actions arising
from their state functions, except as provided in Section 768.28(9)(a),
Florida Statutes. Damages allocated against the Board of Regents as
prescribed by Section 766.112, Florida Statutes, are not subject to
reallocation under the doctrine of joint-and-several liability to
codefendants of the Board of Regents in professional liability actions.
The sole remedy available to a claimant to collect damages allocated to
the Board of Regents is as prescribed by Section 768.28, Florida
Statutes. Health Science Center/Jacksonville Self-Insurance program
provides ongoing protection with no expiration. UNIVERSITY agrees to
fully cooperate with NDI in its efforts to notify patients that they
will be receiving care from Board of Regents employees, and liability,
if any, that may arise from that care is limited as provided by law.
10. This interim Agreement supersedes any or all prior agreements,
understandings and arrangements between the parties relating to
the subject matter hereof.
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INTERIM AGREEMENT BETWEEN THE UNIVERSITY OF FLORIDA AND NATIONAL DIAGNOSTICS,
INC. FOR RADIOGRAPHIC INTERPRETATIONS
ACKNOWLEDGED AND AGREED UPON BY:
NATIONAL DIAGNOSTICS, INC. UNIVERSITY OF FLORIDA, FOR
AND ON BEHALF OF THE BOARD OF
REGENTS OF THE STATE OF
FLORIDA, FOR THE BENEFIT OF
THE DEPARTMENT OF
RADIOLOGY/UFHSCJ, COLLEGE
OF MEDICINE,
UNIVERSITY OF FLORIDA
/s/Curtis L. Alliston 5/29/97 /s/Edward M. Copeland, III,M.D. 5/27/97
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Curtis L. Alliston Date Edward M. Copeland, III, M.D. Date
President Interim Dean
College of Medicine
University of Florida
/s/Frederick S. Vines, M.D. 5/28/97
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Frederick S. Vines, M.D. Date
Associate Chairman
Department of Radiology/UFHSCJ
College of Medicine
University of Florida
/s/Louis S. Russo, Jr., M.D. 5/28/97
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Louis S. Russo, Jr., M.D. Date
Senior Associate Dean for
Programs
College of Medicine
Assistant Vice President for Health
Affairs University of Florida
/s/David R. Challoner, M.D. 5/28/97
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David R. Challoner, M.D. Date
Vice President for Health Affairs
University of Florida
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