Sample Business Contracts

Professional Personnel Services Agreement - Medical Advisory Systems Inc. and Hall & Doc-Talk Associates PA

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the 11th day of December, 1998, by and between Medical Advisory Systems, Inc.,
a Delaware corporation, with an address of 8050 Southern Maryland Boulevard,
Owings, Maryland 20736 (the "Provider") and Hall & Doc-Talk Associates, P.A., a
Maryland professional corporation with an address of 8050 Southern Maryland
Blvd., Owings, Maryland 20736(the "Physician").


     A.  Physician is a physician or a physicians' group comprised of licensed
physicians, which engages other licensed physicians and health care providers to
provide medical information and assistance to service providers of same.

     B.  Provider is engaged in the business of providing medical information
and assistance to clients and third-party assistance providers (the "Services"),
as more fully described on Exhibit A attached hereto and made a part hereof, as
such Exhibit A may be amended from time to time.

     C.  Physician and Provider wish to enter into an agreement whereby
Physician shall furnish Services to Provider.

     NOW, THEREFORE, Provider and the Physician, for and in consideration of the
mutual covenants and agreements set forth herein, do hereby agree as follows:


     This Agreement and the attached Exhibit A, as may be amended from time to
     time, constitute the sole, exclusive and entire agreement between Physician
     and Provider.  Any modifications must be in writing and signed by both
     parties.  This Agreement and the attached Exhibit A shall control in the
     event of any inconsistency in any document referred to or incorporated
     herein, or provided by Provider.


     Physician agrees to perform all Services described in Exhibit A attached
     hereto and made a part hereof.  No change or increase in the Scope of
     Services shall be valid unless agreed to in writing by Physician and
     Provider in advance of performance of the Services.


     Physician is retained to provide Services for and on behalf of Provider in


     accordance with the terms of this Agreement, the attached Exhibit A hereto
     and the policies and procedures reasonably adopted from time to time by
     Provider.  In connection with the performance of Services, Physician agrees
     to complete such time records, reports and documents as may be reasonably
     required by Provider from time to time.  Additionally, Physician agrees to
     provide such other ancillary and related services as reasonably requested
     by Provider from time to time during the term of this Agreement.  Physician
     shall provide Services at the office of Provider,  on a day or days of the
     week as assigned by Provider.


     Provider undertakes and agrees to furnish to Physician all supplies,
     materials and related equipment necessary to complete the required


     Provider shall pay Physician the agreed amount for Services rendered and in
     accordance with the terms set forth in Exhibit A.  Physician shall submit
     invoices weekly and such invoices shall be paid by Provider within 7 days
     of receipt thereof.


     The parties understand that the medical personnel who shall provide
     Services as referenced herein, are not agents or employees of Physician,
     but are independently licensed and insured contractors.  It is understood
     that Physician does not have any control over the judgement exercised by
     any of these independent medical contractors and shares no liability for


     If either party is prevented in whole or in part from performing its
     obligations under this Agreement by unforeseeable events or causes beyond
     its control and without its fault or negligence, then during the course of
     such event or cause the party so prevented shall be excused from whatever
     performance is affected by such event or cause; provided that such party
     provides prompt written notice to the other party of such condition.  The
     acts or events of force majeure include, but are not limited to acts of
     God, unusually severe weather, labor disputes, fires, riots, civil
     commotion, acts of federal, state or local governmental authorities, and
     acts of war.


     Physician shall require each subcontractor to adhere to the terms and
     conditions of this Agreement and all applicable policies and procedures.
     Nothing herein shall be deemed to create a contractual relationship between
     any such SUBCONTRACTOR and Provider.



     Neither party shall assign this Agreement in whole or in part without the
     prior written consent of the other party.


     Provider shall furnish Physician with physical and administrative
     assistance and support as reasonably required in Physician's performance of
     Physician's obligations hereunder, including (1) office facilities, (2)
     technical assistance, (3) supplies and equipment, (4) reception and
     telephone answering services, (5) stationery and office supplies, (6)
     resource library facilities, and (7) parking facilities.  Provider shall
     reimburse Physician for the cost of professional liability insurance and
     workers' compensation insurance related to the provision of Services.
     Provider shall be responsible for billing and the collection of all fees
     for Services from clients and third-party providers.  Physician shall adopt
     and maintain commercial reasonable procedures for recording Services
     rendered as directed by Provider from time to time.


     Physician shall secure and maintain at all time during the term of this
     Agreement any and all licenses and permits as shall be necessary to render
     the Services to be performed by Physician under this Agreement.  Each
     physician or health care provider subcontractor shall at all times while
     engaged by Physician to provide Services hereunder have and maintain a
     professional license to practice medicine in one of the states of the
     United States of America.


     Each of Physician and Provider agrees to hold in strict confidence any and
     all information provided by the other party in the course of rendering the
     Services.  (the "Information").  This section shall not apply to any
     Information or portions of such Information which (a) are or become
     generally available to the public other than as a result of a disclosure by
     the other party, or (b) becomes available on a non-confidential basis from
     a source other than the other party, or (c) is the subject of a written
     release letter provided by the other party.  If there is reasonable doubt
     about the confidential status of any information, Physician or Provider
     must inquire with the other party in writing as to such information.


     Physician shall at all times enforce strict discipline and good order among
     its subcontractors that enter Provider's offices, and shall not knowingly
     engage any unfit or untrained person or anyone not skilled in the work
     assigned to him.  Provider may require changes in personnel assigned to
     perform services on Provider's site when, in Provider's opinion,
     Physician's work is not being performed timely or satisfactorily.



     Physician shall, for the mutual protection and benefit of both Physician
     and Provider, procure and maintain in full force and effect at all times
     during the performance of the Services policies of insurance issued by
     carriers acceptable to the Provider which afford the following coverages:

     a.  Workers' Compensation                        -    Statutory
     b.  Professional Liability Insurance             -    Not less than

     Physician hereby agrees to deliver to Provider a Certificate(s) of
     Insurance evidencing the above coverage with limits not less than those
     specified above.


     Each of Physician and Provider agrees to indemnify, defend and hold
     harmless the other from and against all claims, suits or demands of any
     kind and description, and from and against all alleged or actual damages,
     loss, fines or penalties which the other party's property may sustain,
     incur, suffer or receive and which arise or allegedly arise in whole from
     the other party's performance under this Agreement or from any other
     conduct, actions or inactions by the other party.   Provider shall
     indemnify Physician for any costs, penalties or interest related to an
     adverse determination as to the independent contractor status of
     Physician's subcontractors.  The parties agree that any contractual
     indemnification of Provider by a Client of Provider is intended to pass
     through to Physician for Services provided to said Client.


          Termination For Cause.

     Provider may terminate or cancel this Agreement in whole or in part for
     cause if:  (1)  Physician's performance does not conform to Provider's
     obligation under the terms of this Agreement; (2)  Physician fails to
     timely and satisfactorily provide its Services to Provider.  Where a basis
     for termination exists, Provider will give Physician written notice
     specifying Physician's deficiencies.  Physician will have seven (7) days of
     the date of Physician's receipt of written notice to correct stated
     deficiencies.   Should deficiencies not be corrected, Provider may
     terminate this Agreement for cause.  Any notice of termination shall
     specify the extent to which performance under the Agreement is terminated,
     and the effective termination date.  Provider shall pay Physician for
     performance received, approved and accepted by Provider prior to the
     effective date of termination.

          Termination For Convenience (Without Cause).

     Physician  or Provider may, by written notice, terminate or cancel this
     Agreement upon sixty (60) days written notice to the other party and for
     any reason.  In the


     event this Agreement is terminated for convenience or canceled, Physician
     shall be entitled to recover the balance due on the Agreement for the
     Services received, approved and accepted by Provider up through the date of


     Any dispute arising out of, or in connection with, this Agreement shall
     first be subject to mediation administered by the American Arbitration
     Association.  Any dispute which cannot be amicably settled through
     mediation between the parties shall be finally settled by arbitration under
     the Rules of Commercial Arbitration of the American Arbitration
     Association.  A demand for arbitration may be made as soon as it becomes
     apparent that the matter cannot be settled through mediation.  The
     mediation or arbitration shall take place at a mutually convenient location
     in the city closest to Physician's facility.  The resulting decision of the
     arbitrators shall be final and binding on the parties.  Judgment upon any
     award rendered by the arbitrators may be entered in any court having
     jurisdiction thereof.  No request or demand for mediation or arbitration
     shall be made after the date on which the applicable statute of limitations
     would expire.


     This Agreement, including performance and all disputes hereunder, shall be
     governed by the laws of the state of Maryland.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

WITNESS:                            PHYSICIAN:
                                    Hall and DocTalk Associates, Inc.,
                                    a Maryland professional corporation

____________________                By: /s/ Thomas M. Hall, M.D., M.I.M.
                                    Thomas M. Hall, M.D., M.I.M., President

WITNESS:                            PROVIDER:
                                    Doc-Talk, L.L.C.
                                    a Delaware Limited Liability company

____________________                By: /s/ Ronald W. Pickett
                                        Ronald W. Pickett, President