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+<div style="padding:0 15px;font-family:sans-serif;font-size: 15px;text-align:justify;">
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+ <h2><strong>
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+ <center><u>HCP ENGAGEMENT AGREEMENT</u></center>
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+ </strong></h2>
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+
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+ <p style="line-height:20px;">THIS HCP ENGAGEMENT AGREEMENT (this <b>“Agreement”</b>) is effective as of
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+ <u>{Effective Date}</u> ,2022 (<b>"Effective Date"</b>) between <u>{company.name}</u> (<b>"Practice"</b>); and
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+ <u>{Your Legal Name}</u> (<b>"HCP"</b>)</p>
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+
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+ <p style="line-height:20px;">WHEREAS, Practice performs healthcare/treatment services through licensed practitioners
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+ and other clinicians;</p>
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+ <p style="line-height:20px;">WHEREAS, Practice may obtain management and other infrastructure services from one or
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+ more third party providers (collectively <b>“Manager”</b>);</p>
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+ <p style="line-height:20px;">WHEREAS, HCP has experience providing healthcare/treatment services in a healthcare
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+ and/or telehealth practice setting;</p>
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+ <p style="line-height:20px;">WHEREAS, Practice requires expertise such as that possessed by HCP to operate its
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+ business; and</p>
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+ <p style="line-height:20px;">WHEREAS, Practice wishes to engage HCP to provide treatment services under this
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+ Agreement, and HCP wishes to accept such engagement.</p>
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+ <p style="line-height:20px;">NOW, THEREFORE, in consideration of the foregoing representations, and the mutual
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+ covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, it is
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+ understood and agreed by and between the parties as follows:</p>
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+ <ol>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Engagement</u></p>
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+ <ol type="a">
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>In General.</u> Practice hereby engages HCP to provide patient
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+ treatment services and HCP hereby accepts such engagement. Treatment services are defined as
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+ those rendered and appropriately documented as per guidelines from the Centers for Medicare and
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+ Medicaid Services (CMS) specified herein (the <b>"Services"</b>). HCP agrees that HCP may be
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+ listed in one or more provider directories maintained by Practice, listing HCP as a provider
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+ engaged to provide Services for Practice.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Independent Contractor.</u> At all times during the performance of
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+ services pursuant to this Agreement, HCP shall be acting as an independent contractor. HCP shall
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+ be responsible for the payment and/or withholding of all federal, state, and local tax, employee
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+ benefits, and all similar taxes and deductions. Except as Practice may specifically authorize in
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+ writing from time to time, HCP shall not have the authority to negotiate, enter into, modify or
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+ terminate any contracts on behalf of Practice.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Billing; Licensing; Credentialing.</u> For professional services
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+ that are treatment services that HCP provides, HCP authorizes Practice to bill such services
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+ using appropriate billing codes to the appropriate payor(s) following all applicable
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+ laws, rules, and regulations (including all applicable private medical insurance payor
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+ requirements). The Medical Advisory Committee of Practice reserves the right to determine and
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+ not submit billing for services that do not conform to applicable laws, rules, regulations and
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+ documentation standards. HCP acknowledges that such non-billable services may not be eligible
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+ for compensation and would not be compensated/paid to HCP by Practice. HCP agrees that Manager
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+ may perform billing and other services on behalf of Practice, and HCP authorizes Manager to bill
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+ and collect for services provided by HCP. HCP further authorizes Practice and/or Manager (acting
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+ for Practice), to pursue state licensing and payor credentialling to enable HCP to practice in
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+ one or more jurisdictions (as mutually agreed between Practice and HCP) and to enable HCP to
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+ bill to payors for which Practice participates as an in-network provider.
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+ </p>
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+ </li>
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+ </ol>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Term</u></p>
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+ <ol type="a">
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Effective Date.</u> The initial term of this Agreement shall begin
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+ as of the Effective Date.
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+ </p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Initial Term.</u> The initial term (“Initial Term”) of this
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+ Agreement shall commence upon the Effective Date and, subject to the termination provisions set
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+ forth elsewhere in this Agreement, shall continue for Two (2) years, unless terminated earlier
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+ as set forth elsewhere in this Agreement.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Renewal.</u> After the Initial Term, this Agreement, subject to the
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+ termination provisions set forth elsewhere in this Agreement, shall be renewed automatically for
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+ successive one (1) year terms (each a "Renewal Term"), unless one party gives the other party
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+ written notice prior to such renewal that the Agreement shall expire at the end of the Initial
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+ Term or the then current Renewal Term, as the case may be. Reference to the "Term" of this
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+ Agreement hereafter shall include the Initial Term and any completed, current or ensuing Renewal
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+ Term.</p>
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+ </li>
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+ </ol>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Duties and Obligations of HCP.</u></p>
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+ <ol type="a">
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>General Responsibilities.</u> HCP shall perform those Services
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+ identified on Schedule 1 of this Agreement, which Schedule 1 is attached hereto and made a part
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+ hereof (the “Services”).</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Schedule.</u> HCP shall make reasonable efforts to be available to
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+ perform the Services on behalf of Practice on an as-needed basis as-requested by Practice and
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+ mutually convenient between HCP and Practice schedules. The parties will cooperate with respect
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+ to scheduling coverage for the Services during extended periods of HCP unavailability for any
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+ reason. HCP agrees that Manager may coordinate HCP’s schedule on behalf of Practice.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Availability.</u> HCP will perform treatment Services via Telemedicine and/or at Practice
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+ facilities. HCP shall be available for consultation by phone to perform the Services at mutually
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+ convenient times between HCP and Practice schedules.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Standard of Care.</u> In performing the obligations under this
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+ Agreement, HCP shall act in good faith, efficiently, diligently, promptly and in accordance with
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+ prevailing standards of professional ethics, care, performance, competence and practice as may
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+ from time to time be applicable to HCPs and medical directors.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Patient-HCP Relationship.</u> HCP shall establish a valid
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+ patient-HCP relationship with each patient pursuant to all applicable local, state and Federal
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+ laws, regulations and professional standards.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Practicing License & Continuing Medical Education.</u> HCP shall
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+ have and maintain a valid and unrestricted license to practice/provide medical treatment
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+ services in the jurisdiction where Practice is located. HCP shall be obligated to obtain
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+ required Continuing Medical Education (“CME”) in compliance with state license requirements in
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+ all states in which the HCP is licensed to provide professional health care services at the time
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+ of this Agreement and during the term of this agreement. Upon request by Practice (or Manager on
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+ behalf of Practice), HCP shall provide a copy of the CME certificate to Practice or its
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+ designee.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Representations and Warranties.</u> HCP hereby represents and
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+ warrants the following throughout the Term of this Agreement:</p>
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+ <ol type="i">
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+ <li style="margin-bottom:8px;">that HCP has never been the subject of any material disciplinary
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+ investigation or proceeding before any governmental or administrative body, including but
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+ not limited to any investigation by a State Board that resulted in any adverse findings
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+ against HCP.</li>
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+ <li style="margin-bottom:8px;">that HCP has never had a professional license revoked, limited,
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+ suspended, or denied, either voluntarily or involuntarily; and iii. that in the event that
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+ any of the preceding representations or warranties become untrue during a Term, HCP shall
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+ give written notice to Practice within seven (7) business days of HCP’s knowledge of such
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+ event.</li>
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+ </ol>
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+ </li>
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+ </ol>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Compensation</u></p>
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+ <ol type="a">
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Rate.</u> During the Term, Practice shall pay HCP at the rates and in the amounts designated in <u>Schedule 2</u> of this Agreement, which <u>Schedule 2</u> is attached hereto and made a part hereof, for treatment services. Rates may be updated from time to time upon mutual agreement in writing between Practice and HCP.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Payment Date.</u> Payments will be payable on the fifteenth day and the last day of each month based on actual services provided by HCP for the preceding bi-monthly period (as reflected in Practice’s records). Practice may update payment schedules from time to time as per the business requirements. Practice will inform HCP 15 (fifteen) days in writing in advance about any such changes in the payment schedule. HCP may request that Practice make payments hereunder to the legal entity specified in <u>Schedule 2</u> that HCP has formed for purposes of providing health care services.</p>
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+ </li>
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+ </ol>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Termination of Engagement</u></p>
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+ <ol type="a">
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Termination by HCP.</u> HCP may terminate this Agreement at any time
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+ during the first six (6) months of the Initial Term, for any reason and without cause, by
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+ providing at least 30 days’ advance written notice to Practice. After completion of the first
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+ six (6) months of the Initial Term, HCP may terminate this Agreement for any reason and without
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+ cause, by providing at least 15 days’ advance written notice to Practice. Upon any termination
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+ by HCP under this Section 5(a), Practice may, by written notice to HCP, elect to shorten such
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+ notice period and terminate this Agreement at an earlier date than the date provided in HCP’s
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+ notice to Practice hereunder.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Termination by Practice.</u> Practice may terminate this Agreement,
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+ for any reason and without cause, at any time by providing at least 15 days’ advance written
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+ notice to HCP. Practice may also terminate this Agreement immediately upon written notice to HCP
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+ in the event of any breach by HCP of the terms of this Agreement.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Malpractice Coverage.</u> During the Term hereof, Practice will
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+ provide HCP malpractice coverage under Practice’s group malpractice policy unless HCP carries
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+ their own malpractice coverage and submits appropriate evidence of coverage to Practice. So long
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+ as HCP is not terminated for a material breach of the terms of this Agreement, Practice will
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+ provide tail coverage for claims made concerning HCP’s services hereunder under terms reasonably
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+ acceptable to Practice.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Post-Termination Payments.</u> Upon any termination of this
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+ Agreement, HCP shall be entitled to the compensation earned prior to the date of termination,
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+ subject to HCP’s compliance with provisions of this Agreement intended to survive any
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+ termination hereof. </p>
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+ </li>
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+ </ol>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Protective Covenants.</u> HCP agrees to the terms of the Protective
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+ Covenants in the attached Schedule 4.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Miscellaneous</u></p>
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+ <ol type="a">
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Governing Law.</u> Any dispute arising out of or in connection with
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+ this Agreement shall be governed by the local law of the State of Maryland, and shall only be
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+ heard in a state or federal court located in the State of Maryland.</p>
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+ <p style="line-height:20px;">
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Interpretation.</u> In the event any federal or state law, rule or
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+ regulation, or any interpretation thereof, at any time during the term of this Agreement, is
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+ modified, implemented, or determined to prohibit, restrict or change a portion of this Agreement
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+ which impacts a party’s ability to operate on terms at least as favorable as those reasonably
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+ attributable as of the Effective Date, the parties shall negotiate in good faith to amend this
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+ Agreement accordingly. References to any statute, rule, or regulation in this Agreement shall be
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+ deemed to refer to such statute, rule, or regulation as amended, elaborated, or authoritatively
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+ interpreted from time to time. </p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Invalidity of Provisions.</u> The invalidity or unenforceability of
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+ any immaterial term or provision or any clause or portion thereof of this Agreement shall in no
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+ way impair or affect the validity or enforceability of any other provisions of this Agreement,
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+ which shall remain in full force and effect.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Modification; Waiver.</u> No term or provision of this Agreement may
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+ be modified, amended, changed or waived, except, in the case of modifications, changes and
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+ amendments, pursuant to the written consent of all of the parties to this Agreement, and, in the
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+ case of waiver, pursuant to a writing by the person so waiving. The waiver by either party of
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+ any provision of this Agreement shall be applicable only to the instance or occurrence for which
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+ that waiver was given and shall not constitute consent or a waiver with respect to any other
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+ act, instance or occurrence.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Binding Nature of Agreement; No Assignments.</u> HCP may not assign
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+ or transfer HCP’s rights or obligations hereunder without the prior written consent of Practice.
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+ This Agreement shall be binding upon and inure to the benefit of the parties hereto and any
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+ permitted assigns.
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+ </p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Entire Understanding.</u> This Agreement (and any separate
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+ non-disclosure agreement) shall constitute the entire understanding between the parties with
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+ respect to the subject matter hereof, superseding all prior agreements, drafts, and
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+ understandings, whether written or oral.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Third Party Beneficiaries.</u> This Agreement is made for the
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+ benefit of the parties only, and, other than to the extent expressly stated herein, no other
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+ party is an intended beneficiary of this Agreement.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Execution in Counterparts; Electronic Delivery.</u> This Agreement
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+ may be executed and delivered in counterparts and/or electronically, including by transmission
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+ of PDF (Portable Document Format) or comparable signature images. An electronically executed
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+ and/or delivered counterpart or copy of this Agreement shall be effective and admissible as an
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+ original for all purposes.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Notices.</u> All notices, requests, demands and other communications
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+ under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand
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+ or by nationally recognized overnight courier and receipted for by the party addressed, on the
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+ date of such receipt or (ii) if mailed by certified or registered mail with postage prepaid to
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+ the following address, on the third business day after the mailing date:</p>
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+ <p style="line-height:20px;">If to Practice to:</p>
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+ <p style="line-height:20px;"><b>133 Rollins Ave, Suite 3, Rockville, MD 20852</b></p>
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+ <p style="line-height:20px;">If to HCP, to:</p>
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+ <p style="line-height:20px;"><b><u>{Your Legal Address}</u></b></p>
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+ <p style="line-height:20px;"><b><u>{Your Email Address}</u></b></p>
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+ <p style="line-height:20px;">or to such other addresses as the party shall have notified the other
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+ party in accordance with this Section 7. Notwithstanding the foregoing, Practice and/or Manager
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+ may provide notices to HCP concerning changes in payment schedule and similar administrative
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+ matters via email to HCP’s email address specified above.</p>
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+ </li>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><u>Further Assurances.</u> Each party shall promptly execute,
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+ acknowledge and deliver to each of the other parties such instruments and documents reasonably
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+ requested by such other parties to protect and preserve such other parties’ rights and remedies
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+ under this Agreement.</p>
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+ </li>
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+ </ol>
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+ </li>
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+ </ol>
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+
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+ <p style="line-height:20px;margin-top:40px;">IN WITNESS WHEREOF, the parties hereto have entered this Agreement as
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+ of the Effective Date:</p>
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+
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+ <table border="0" cellpadding="5" width="100%">
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+ <tr>
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+ <td width="50%"><b>Practice:</b></td>
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+ <td width="50%"><b>HCP:</b></td>
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+ </tr>
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+ <tr>
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+ <td colspan="2"></td>
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+ </tr>
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+ <tr>
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+ <td width="50%">
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+ <div>
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+ <p style="margin-bottom:4px;">By:</p> <img src="{*company.authorized_signer_signature_base64}"
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+ style="max-height: 60px" onerror="this.style.display = 'none'">
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+ </div>
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+ </td>
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+ <td width="50%">
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+ <div>
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+ <p style="margin-bottom:4px;">By:</p> <img src="{company_pro_document.pro_signatures}"
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+ style="max-height: 60px" onerror="this.style.display = 'none'">
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+ </div>
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+ </td>
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+ </tr>
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+ <tr>
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+ <td width="50%">Name/Title: {*company.authorized_signer_name}</td>
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+ <td width="50%">Name: {Your Legal Name}</td>
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+ </tr>
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+ </table>
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+
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+ <h2 style="page-break-before: always;"><strong>
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+ <center><u>SCHEDULE 1</u></center>
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+ </strong></h2>
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+
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+ <p style="line-height:20px;"><b><u>Services; HCP Commitments</u></b></p>
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+ <ol>
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+ <li style="margin-bottom:10px;line-height:20px;">HCP shall provide treatment services as reasonably requested from time to time by Practice.</li>
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+ <li style="margin-bottom:10px;line-height:20px;">HCP shall provide such other professional healthcare services as may be reasonably requested by Practice
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+ from time to time.</li>
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+ <li style="margin-bottom:10px;line-height:20px;">HCP shall provide treatment services in accordance with the applicable local, state and Federal laws,
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+ regulations and professional standards and the section 1.3 of the HCP Engagement Agreement.</li>
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+ </ol>
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+
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+ <h2 style="page-break-before: always;"><strong>
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+ <center><u>SCHEDULE 2</u></center>
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+ </strong></h2>
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+ <p style="line-height:20px;">
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+ <center><b><u>Compensation</u></b></center>
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+ </p>
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+ <p style="line-height:20px;"><b>HCP INITIAL AVAILABILITY:</b></p>
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+ <p style="line-height:20px;">HCP shall provide treatment services as needed when it is mutually convenient for HCP, Practice, and patients.</p>
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+ <p style="line-height:20px;"><b><u>Compensation:</u></b></p>
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+ <ul>
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+ <li style="margin-bottom:10px;line-height:25px;">In accordance with Practice's standard payroll schedule, for billable treatment services and pre-approved management services, Practice shall reimburse HCP in accordance with the following rate schedule: <b>{@Compensation}</b>.</li>
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+ <li style="margin-bottom:10px;line-height:25px;">HCP acknowledges that the Medical Advisory Committee of the Practice has authority to determine medical necessity and appropriateness of documentation, and that services that do not meet these standards may be deemed as not billable. Practice shall not be liable to reimburse for Services that are deemed not billable, are denied claim, or do not follow all applicable laws, rules, and regulations (including all applicable third-party payor requirements).</li>
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+ </ul>
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+ <p style="line-height:20px;"><b>HCP Legal Entity Name (if any, for payment purpose only):</b> <u>{HCP Legal Entity Name}</u></p>
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+
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+
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+ <h2 style="page-break-before: always;"><strong>
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+ <center><u>SCHEDULE 3</u></center>
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+ </strong></h2>
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+ <p style="line-height:20px;">
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+ <center>Confidentiality Acknowledgement</center>
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+ </p>
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+ <ol>
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+ <li style="margin-bottom:10px;">
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+ <p style="line-height:20px;"><b>HIPAA CONFIDENTIALITY:</b></p>
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+ <p style="line-height:20px;">Through my association/engagement with each health care practice specified in
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+ the attached HCP Engagement Agreement (“Practice”) as an HCP, I, the health care practitioner signing
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+ the HCP Engagement Agreement, understand that patient information in any form (paper, electronic, oral,
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+ etc.) is protected by law and that breaches of patient confidentiality can have ramifications up to and
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+ including termination of my contract/association/engagement with Practice as well as possible civil and
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+ criminal penalties as related to HIPPA (Health Insurance Portability and Accountability Act of 1996, as
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+ amended, including all implementing regulations). I will only access, use or disclose what is necessary
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+ to carry out my assigned duties. I will not improperly divulge any information which comes to me through
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+ the carrying out of my assigned duties, program assignment or observation.
|
|
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+ </p>
|
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+ <p style="line-height:20px;">This includes but not limited to:</p>
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+ <ol>
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+ <li style="margin-bottom:10px; line-height:22px;">I will not discuss information pertaining to any patient with anyone (even my own family) who is not
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+ directly working with said patient.</li>
|
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+ <li style="margin-bottom:10px; line-height:22px;">I will not discuss any patient information in any place where it can be overheard by anyone who is
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|
+ not authorized to have this information.</li>
|
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|
+ <li style="margin-bottom:10px; line-height:22px;">I will not mention any patient’s name or disclose directly or indirectly that any person is a
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|
+ patient except to those authorized to have this information.</li>
|
|
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+ <li style="margin-bottom:10px; line-height:22px;">I will not describe any behavior which I have observed or learned about through association with
|
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|
+ Practice or its business associates, affiliates & subsidiaries, except to those authorized to have
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|
+ this information.</li>
|
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+ <li style="margin-bottom:10px; line-height:22px;">I will not contact any individual or agency outside Practice or its business associates, affiliates
|
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|
+ & subsidiaries to get personal information about an individual patient unless a release of
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|
+ information has been signed by the patient or by someone who has been legally authorized by the
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|
|
+ patient to release information.</li>
|
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|
+ <li style="margin-bottom:10px; line-height:22px;">I will not use confidential information of Practice or its business associates, affiliates &
|
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|
+ subsidiaries’ business-related information in any manner not required by my job or disclose it to
|
|
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+ anyone not authorized to have or know it.</li>
|
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+ <li style="margin-bottom:10px; line-height:22px;">I will not access a co-worker’s, family member’s or my own medical record unless I am directly
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|
+ working with the said patient or instructed by authorized personnel.</li>
|
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+ <li style="margin-bottom:10px; line-height:22px;">I will not transfer, copy or scan any patient health information unless it is duly required as a
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|
+ part of my duties or approved by Practice or authorized personnel.</li>
|
|
|
+ </ol>
|
|
|
+ </li>
|
|
|
+ <li style="margin-bottom:10px;">
|
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|
+ <p style="line-height:20px;"><b>COMPUTER SECURITY ACKNOWLEDGEMENT</b></p>
|
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|
+ <p style="line-height:20px;">I understand my password and user ID create a unique user account and that
|
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|
+ Practice and/or its business associates, reserves the right to monitor my activity within any
|
|
|
+ application. I understand I am accountable for any activity within the application linked to my unique
|
|
|
+ user account and that I may be questioned about my activity. I understand I will be accountable for any
|
|
|
+ document or data creation or modification linked to my unique user account. I understand that sharing my
|
|
|
+ password, using someone else’s password or signing on for others to use the application are all breaches
|
|
|
+ of security, patient confidentiality and my computer security procedures (such as signing off, not
|
|
|
+ sharing passwords, etc.) to protect information maintained electronically from being accessed by an
|
|
|
+ unauthorized user.</p>
|
|
|
+ </li>
|
|
|
+ <li style="margin-bottom:10px;">
|
|
|
+ <p style="line-height:20px;"><b>INTERNET SECURITY ACKNOWLEDGEMENT</b></p>
|
|
|
+ <p style="line-height:20px;">I am familiar with the Internet and e-mail security policies and I agree to
|
|
|
+ abide by them. I am aware that my unauthorized or inappropriate use of the Internet may result in
|
|
|
+ disciplinary action up to and including termination. I further acknowledge my responsibility to keep my
|
|
|
+ password confidential and in the event of a suspected compromise or a security problem, I will
|
|
|
+ immediately notify the authorized personnel. In addition, when sending files or attachments via email, I
|
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|
+ will observe all Practice’s and/or its business associate’s security and confidentiality policies. (See
|
|
|
+ HIPPA guidelines above).</p>
|
|
|
+ <p style="line-height:20px;">I understand that the privilege of using the Internet and e-mail may not be
|
|
|
+ granted to me in the future and that if granted is to be used for business reasons only.</p>
|
|
|
+ </li>
|
|
|
+ </ol>
|
|
|
+
|
|
|
+ <h2 style="page-break-before: always;"><strong>
|
|
|
+ <center><u>SCHEDULE 4</u></center>
|
|
|
+ </strong></h2>
|
|
|
+ <p style="line-height:20px;">
|
|
|
+ <center>PROTECTIVE COVENANTS</center>
|
|
|
+ </p>
|
|
|
+ <p style="line-height:20px;">HCP understands and agrees that HCP will be the face of Practice’s brand in the
|
|
|
+ geographic area where HCP provides services for Practice and that Practice will list HCP in Practice
|
|
|
+ directories. HCP will be designated as the Practice’s clinical leader in the geographic area where HCP provides
|
|
|
+ services for Practice. HCP understands and agrees that Practice intends to dedicate resources to building
|
|
|
+ patient volume for HCP and HCP agrees to devote sufficient time and energy to advancing the brand, goodwill, and
|
|
|
+ objectives of Practice. HCP further understands that Practice, Manager, and entities under common control will
|
|
|
+ disclose confidential and proprietary information to HCP as part of HCP’s engagement, and HCP therefore agrees
|
|
|
+ to the terms of these Protective Covenants:</p>
|
|
|
+ <p style="line-height:20px;">1.1. <u style="margin-right:10px;">Non-Competition/Non-Solicitation.</u> To protect the
|
|
|
+ goodwill of Practice, HCP covenants and agrees to the following business protection measures.</p>
|
|
|
+ <p style="line-height:20px;padding-left: 15px;">1.1.1. During the term of the Agreement and for a period of two (2) years after HCP ceases to be engaged by Practice, HCP shall not have any ownership interest (direct or indirect) or any ability to control the operations of any entity that provides services substantially similar to Practice.
|
|
|
+ </p>
|
|
|
+ <p style="line-height:20px;padding-left: 15px;">1.1.2. During the term of the Agreement and for a period of two (2)
|
|
|
+ years after HCP ceases to be engaged by Practice, HCP shall not compete with Practice to provide services
|
|
|
+ substantially similar to or the same as Practice using business methods similar to or the same as those used by
|
|
|
+ Practice or Manager.</p>
|
|
|
+ <p style="line-height:20px;padding-left: 15px;">1.1.3. During the term of the Agreement and for a period of two (2)
|
|
|
+ years after HCP ceases to be engaged by Practice, HCP shall not directly or indirectly solicit any patient of
|
|
|
+ Practice (any individual who obtained treatment or other services from Practice from HCP during the term of the
|
|
|
+ Agreement -- or any parent or guardian thereof) for the provision of health care services, nor take any other
|
|
|
+ action that would encourage any such patient to cease receiving services from Practice.</p>
|
|
|
+ <p style="line-height:20px;padding-left: 15px;">1.1.4. During the term of the Agreement and for a period of two (2)
|
|
|
+ years after HCP ceases to be engaged by Practice, HCP shall not directly or indirectly solicit for engagement or
|
|
|
+ engage any person who is engaged by Practice or who has been engaged by Practice at any time during the six (6)
|
|
|
+ month period prior to the date of the solicitation or new engagement.</p>
|
|
|
+ <p style="line-height:20px;">1.2. <u style="margin-right:10px;">Extension of Covenants.</u> The term of the
|
|
|
+ covenants contained in Section 1.1 shall be extended by the duration of the breach of any such covenant by HCP.
|
|
|
+ </p>
|
|
|
+ <p style="line-height:20px;">1.3. <u style="margin-right:10px;">Practice Business Information.</u> HCP may have
|
|
|
+ access to business information of Practice, Manager, or entities under common control therewith, including
|
|
|
+ information related to the identity of patients, managed care contracts, third party payor arrangements, health
|
|
|
+ care provider agreements, business plans, strategic plans, business forms, marketing strategies, and other
|
|
|
+ information about the present or proposed conduct of Practice, Manager, or entities under common control
|
|
|
+ therewith. All of this information is intended by Practice to be held on a confidential basis by all Practice
|
|
|
+ personnel. HCP agrees that HCP shall not use or disclose to any other person any confidential business
|
|
|
+ information of Practice, Manager, or entities under common control therewith at any time during the term of the
|
|
|
+ Agreement or following the termination of the Agreement, and that during the term of the Agreement, and at all
|
|
|
+ times thereafter, HCP will maintain confidentially with respect to such information, except as required by law
|
|
|
+ or for authorized disclosures in the normal course of HCP’s duties. Upon termination of the Agreement for any
|
|
|
+ reason, HCP shall return to Practice all keys and things of any nature belonging to Practice and all Practice
|
|
|
+ documents of any kind, including copies or computer files, and HCP will not, under any circumstances, maintain a
|
|
|
+ list of Practice referral source or professional contacts, in any form.</p>
|
|
|
+ <p style="line-height:20px;">1.4. <u style="margin-right:10px;">Enforcement and Interpretation.</u> Practice,
|
|
|
+ Manager, and/or any entities under common control therewith shall have the right to enforce the provisions
|
|
|
+ hereunder in any appropriate legal or equitable action. HCP agrees that damages for the violation or threatened
|
|
|
+ violation of these provisions may be difficult to ascertain or compensate monetarily and that Practice, Manager,
|
|
|
+ or entities under common control therewith shall be entitled to obtain an injunction to enforce these provisions
|
|
|
+ and shall not be required to post any bond to do so. HCP shall pay all legal fees and costs, including, but not
|
|
|
+ limited to, attorneys’ fees, incurred by the enforcing parties in regard to the enforcement of these provisions.
|
|
|
+ If any of these provisions are adjudicated to exceed the time, geographic area, scope of business or other
|
|
|
+ limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum time,
|
|
|
+ geographic or other limitations permitted by law. HCP acknowledges and agrees that any equitable rights
|
|
|
+ described hereunder are in addition to all legal and other rights and remedies available to Practice, Manager,
|
|
|
+ and/or entities under common control therewith.</p>
|
|
|
+ <p style="line-height:20px;">1.5. <u style="margin-right:10px;">Provisions are of the Essence; Survival.</u> HCP
|
|
|
+ understands and agrees that Practice Manager, and/or entities under common control will be providing HCP with
|
|
|
+ valuable professional opportunities and information that HCP would not otherwise have, and that Practice,
|
|
|
+ Manager, and/or entities under common control therewith consider these provisions to be of great importance and
|
|
|
+ value. The parties agree that but for these provisions, Practice would not have entered into the Agreement. The
|
|
|
+ parties further agree that the restrictions herein are reasonable and necessary to protect Practice’s legitimate
|
|
|
+ and valuable business interests and will not prevent or unreasonably impede HCP’s ability to practice HCP’s
|
|
|
+ profession. These provisions will survive any termination of the Agreement.</p>
|
|
|
+</div>
|