VIRTUAL RADIOLOGIC
PROFESSIONALS
INDEPENDENT PHYSICIAN AGREEMENT
This
Independent Physician Agreement including all exhibits and all
addenda attached hereto (“Agreement”) is effective as
of July 1, 2009 (the “Effective Date”), by and
between VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited
liability company (“Practice”) and Eduard Michel, M.D.,
Ph.D. (“Physician”), sometimes referred to collectively
as “the Parties.”
WHEREAS, Physician
is an independent medical practitioner, specializing in the field
of radiology;
WHEREAS, Practice
is a professional medical practice that provides radiology
interpretation and consultation services to remote locations
primarily through one or more secure network
connections;
WHEREAS, Practice
provides its service under direct or indirect contract with
radiology groups (“Customers”) for coverage for medical
facilities (“Clients”);
WHEREAS, Practice
also provides services directly to medical facilities (in such
context, “Customers”);
WHEREAS, Practice
desires to engage Physician as an independent contractor in
accordance with the terms and conditions of this Agreement;
and
WHEREAS, Physician
is agreeable to such engagement.
NOW, THEREFORE, in
consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Provision
of Services; Payments
1.1 Provision
of Services . Physician shall serve as the President, Medical
Director and principal executive officer of the Practice, and shall
provide radiologic interpretations to the extent required from time
to time for back-up or emergency situations, including preliminary
and/or official interpretations (the “Services”), via
Practice’s Radiologic Information System (RIS) and image
hosting system or by such other means as Practice may provide from
time to time. Physician agrees to provide diagnostic reports as set
forth on Exhibit C. Physician may elect to produce a
non-diagnostic report in response to a request if the Client has
not provided requested information necessary for Physician to
produce a diagnostic report. Commencing on the Start Date
(“Start Date”) Physician shall provide interpretation
services on a limited and back-up basis only.
1.2 Payment for
Services . In full consideration for all Services performed by
Physician, Practice agrees to pay Physician the Compensation and
Professional Fees in the amounts and upon the times and terms set
forth on Exhibit A to this Agreement. Practice shall make such
payments to Physician via electronic funds transfer, directed to a
U.S. account or accounts designated in writing by Physician from
time to time, or via check through U.S. mail. Practice shall
reimburse Physician for all expenses necessarily or incidentally
incurred in his performance of duties under this
Agreement.
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1.3 Licensing
and Credentialing Fees . Practice also agrees to pay all fees,
including initial application, renewal or similar fees, necessary
to secure, re-establish or renew Physician’s right to
practice in the states identified in Exhibit B and such other
states for which Practice from time to time requests Physician to
be licensed (collectively “License Fees”) and fees
associated with obtaining staff membership, reading rights or
clinical privileges (collectively “Clinical
Privileges”) with medical facilities for which Physician will
provide Services (collectively “Credentialing Fees”);
subject in each case to reimbursement in accordance with
Section 6.3.b upon termination of this Agreement during the
Initial Term.
2.
Professional Qualifications and Physician
Independence
2.1
Professional Qualifications and Obligations . At all times
during the Term of this Agreement (defined below), Physician:
(a) shall maintain permanent residence in the United States;
(b) shall maintain Physician’s status as a board
certified radiologist; (c) shall comply with the requirements
of the American College of Radiology (“ACR”) relating
to the provision of radiology and teleradiology services;
(d) shall be qualified and licensed to practice medicine in
Physician’s jurisdiction of residence; (e) shall be
continue to be qualified to be licensed to practice medicine in the
states for which Practice requests Physician to become licensed and
qualified; (f) shall not be under current exclusion or sanction by
any state or federal health care program, including Medicare or
Medicaid, or in any non-U.S. jurisdiction with the exception or
exclusion solely based on geographic location; (g) shall have
passed and thereafter maintain Practice medical staff status and
privileges (“VRP Privileges”); (h) shall be
eligible for coverage under Practice’s medical liability
insurance and for medical liability insurance for the jurisdictions
in which medical practice is performed and in the site of residence
of the Physician; and (i) shall not, without the prior written
consent of Practice, perform any services from a location outside
of the United States or a Territory thereof. Physician agrees that
Physician’s appointment as the Practice’s Medical
Director includes membership in and supervision of the
Practice’s Quality Assurance (QA) committee and, and
Physician will perform the periodically required attendant duties
thereof. .
2.2 Reporting
Requirements . Physician shall inform the Practice’s
President or Board of Managers in writing immediately of:
(a) any charge or conviction whatsoever of violation of any
law or ordinance of any local, county, state or federal
jurisdiction; (b) any denial or revocation of membership in a
state, county or local medical society; (c) any denial or
relinquishment of staff membership, reading rights or clinical
privileges at any time; (d) the initiation of any disciplinary
action or inquiry concerning Physician by a hospital or medical
staff, state medical licensing authority or federal authority or
program including Medicare; (e) any malpractice claim asserted
against Physician or settled or adjudicated by or on behalf of
Physician; (f) any voluntary or involuntary surrender,
suspension, revocation or restriction of a state or federal
narcotics controlled substance permit; (g) any voluntary or
involuntary surrender, suspension, revocation or restriction of any
professional license; (h) revocation of any professional board
certification; (i) any action commenced or taken against
Physician by any licensing or privileging authority; (j) the
commencement or taking of any disciplinary action or inquiry
whatsoever by any licensing authority, institution or professional
society; or (k) any agreement or understanding by or between
Physician and any licensing authority that Physician will not apply
for license renewal in a jurisdiction.
2.3 Clinical
Privileges; License Applications . Physician shall obtain a
state medical license (“License”) and clinical
privileges (“Clinical Privileges”) for each state or
medical facility requested by the Practice within a reasonable time
following Practice’s request. Practice agrees to provide
Physician with reasonable assistance, including the preparation and
submission of
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applications
necessary to obtain Licenses and Clinical Privileges at each
hospital, imaging center or other medical facility designated by
Practice in its sole judgment to permit Physician to provide
Services at such facility. Physician shall furnish promptly upon
request by Practice all documentation, information or verifications
necessary for the preparation and submission of applications for
Licenses and Clinical Privileges. Physician shall maintain each
License and Clinical Privilege granted to Physician until Practice
specifies that such License or Clinical Privilege is no longer
required; which shall include fulfillment of any applicable
Continuing Medical Education (“CME”) or similar
requirements for each state in which Physician holds a License or
at each facility where Physician holds Clinical Privileges.
Physician shall relinquish a Clinical Privilege upon a request to
do so by Practice or by the institution that granted the Clinical
Privilege. Practice shall provide Physician with reasonable
assistance with maintenance and tracking of CME requirements for
each state in which Physician holds a License. Upon termination of
this Agreement, Physician and Practice shall share the costs of
expenses associated with Licensing and Credentialing as set forth
on Exhibit A.
2.4 Medicare
Identification and Qualification . Upon request by Practice,
Physician shall enroll or maintain enrollment in Medicare and/or
similar or comparable public or private third party payor programs,
and shall provide Physician’s unique identifying number or
similar identification to Practice to facilitate billing. Practice
agrees to provide Physician with reasonable assistance in
completing and maintaining such enrollments.
2.5 Compliance
with Professional Standards . Physician shall perform all
Services contemplated by this Agreement in accordance with the
standards of professional ethics and practice as may from time to
time be applicable to the fields of medicine and radiology, in the
United States and in each of the states in which Physician holds a
License, including standards promulgated from time to time by the
American College of Radiology for the practice of radiology and
teleradiology.
2.6 Reports
. Physician covenants and agrees that all reports
(“Reports”) rendered by Physician shall include all
pertinent findings and clinical impressions, and shall
be
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