Document Sample

made and entered into as of ________________, 20__, by and between d/b/a [NAME OF
HOSPITAL], a [State] non-profit corporation (“Hospital”) and                         ____, M.D.
(“Consultant”). (Hospital and Consultant may each be referred to herein individually as a “Party”
and collectively as the “Parties.”) The effective date of this Agreement is _______________,
20__ (the “Effective Date”).

      WHEREAS, Hospital has identified a need to improve [define problems to be
addressed] and is exploring the possibility of developing a clinical service line co-management
agreement for its [TYPE OF SPECIALTY] service line;

WHEREAS, Consultant is a physician specializing in [TYPE OF SPECIALIST] on the
medical staff of Hospital with significant clinical experience related to [TYPE OF

        WHEREAS, Hospital has established a planning committee to evaluate the development
of a clinical [TYPE OF SPECIALTY] service line co-management agreement (the “Planning

        WHEREAS, the Planning Committee has a need for clinical expertise to assist Hospital
in the development of services, deliverables, metrics and obtainable objectives to address its
[define problems to be addressed] and desires to engage Consultant for his/her clinical
expertise to assist Hospital in this endeavor; and

       WHEREAS, Consultant agrees to furnish his/her clinical expertise by serving on the
Planning Committee, under the terms and conditions set forth in this Agreement.


1.   Duties. During the term of this Agreement, Consultant shall provide the administrative
     services set forth on Exhibit “A” hereto (“Services”). Consultant shall exercise diligence
     and use Consultant’s best efforts in fulfilling Consultant’s duties hereunder.

2.   Term. The term of this Agreement shall commence on the Effective Date and continue for
     a period of one year therefrom, unless sooner terminated in accordance with the terms of
     this Agreement (“Term”). Either party may terminate this Agreement, at any time, with or
     without cause, upon at least thirty (30) days prior written notice to the other party.
     Hospital shall have the right to terminate this Agreement immediately upon written notice
     to Consultant if any representation, warranty or covenant of Consultant hereunder is or
     becomes false or untrue. [Any other reason for immediate termination?]

3.   Compensation. In consideration for the services to be provided by Consultant hereunder,
     Hospital will pay to Consultant __________________ Dollars ($_____) per hour for

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     documented time spent by Consultant performing the Services, not to exceed ___ (__)
     hours per [month]. Unless otherwise expressly requested by Hospital, Consultant shall
     only be entitled to receive compensation for hours of Services in which Consultant is
     physically present at Planning Committee meetings, unless Consultant is expressly
     requested in writing by Hospital to perform duties under this Agreement outside of such
     scheduled meetings.

4.   Method of Payment. As a condition for payment, Consultant shall maintain and submit to
     Hospital, on or before the tenth (10th) calendar day of each month during the term of this
     Agreement, signed monthly time sheets in substantial conformity with Exhibit “C” hereto.
     Hospital shall pay Consultant his/her compensation for such month within thirty (30) days
     of receipt of Consultant’s verified and completed time sheets. If Consultant fails to
     provide such time sheets within fifteen (15) days after the end of a month, Hospital shall
     not be required to pay Consultant for such month until the next monthly payment date,
     subject to submission of appropriate time records by Consultant, provided such time
     records are submitted no later than ninety (90) days after the date they were due.

5.   Confidential Information. From and after the date hereof, Consultant will not, directly or
     indirectly, use for the Consultant’s own benefit or purpose, or disclosure to, or use for the
     benefit or purposes of, anyone other than Hospital or its affiliates, any trade secrets or
     other confidential information of knowledge with respect to the business and operations of
     Hospital or its affiliates. Further, with respect to this arrangement and any information
     supplied by Hospital to Consultant or obtained by Consultant in the performance of
     Services hereunder in connection with this Agreement, Consultant agrees to: (i) protect the
     confidential information in a reasonable and appropriate manner or in accordance with
     applicable professional standards; (ii) use confidential information only to perform its
     obligations under this arrangement; (iii) reproduce confidential information only as
     required to perform its obligations under this arrangement, and (iv) upon completion of the
     Services return to Hospital all originals and copies of such confidential information by or
     pertaining to the other party. This section shall not apply to information which is (i)
     publicly known, (ii) already known to the recipient; (iii) disclosed to a third party without
     restriction; (iv) independently developed; or (v) disclosed pursuant to legal requirement or

6.   Records and Documents. Except in the performance of Consultant’s duties as a
     consultant of Hospital, Consultant will not at any time or in any manner make or cause to
     be made any copies, pictures, duplicates, facsimiles, or other reproductions, recordings,
     abstracts, or summaries of any reports, studies, memoranda, correspondence, manuals,
     customer lists, records, formulae, plans, or other written, printed, or otherwise recorded
     material of any kind whatsoever belonging to or in the possession of Hospital or its
     affiliates, which may come into Consultant’s possession as a result of this arrangement, or
     which relate in any manner to the then current or prospective business of Hospital or its

7.   Access to Books and Records. The parties agree that if this Agreement is subject to the
     Medicare statutes and regulations governing access to books and records of subcontractors,

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      (a) Consultant shall retain and, for four (4) years after services are furnished by Consultant,
      shall allow the authorized representatives of the Comptroller General, Hospital , the
      Department of Health and Human Services, or any other appropriately authorized
      governmental agency at either the federal, state, or local level access to this Agreement and
      to such books, records, and other documents of Consultant as are necessary to verify the
      nature and extent of the costs of such services. In the event Consultant receives a request
      for access, Consultant agrees to notify Hospital promptly and to consult with Hospital
      regarding what response will be made to the request. This agreement to provide access
      shall continue for four (4) years after services are terminated under this Agreement.; and
      (b) If Consultant carries out any of the duties of this Agreement through a subcontractor,
      in accordance with this Agreement, with a value or cost of Ten Thousand Dollars
      ($10,000) or more over a twelve (12) month period, with a related organization, such
      subcontract shall contain a clause to the effect that until the expiration of four (4) years
      after the furnishing of such services pursuant to such subcontract, the related organization
      shall make available, upon written request to the Secretary of the Federal Department of
      Health and Human Services or upon request to the Comptroller General of the United
      States or any of their duly authorized representatives, the subcontract, and the books,
      documents and records of such organization that are necessary to verify the nature and
      extent of the cost of services provided pursuant to such subcontract.

8.    Compliance. Consultant represents and warrants that he/she will perform the Services in a
      commercially professional manner and in compliance in all material respects with
      applicable laws and regulations. Consultant shall treat all information regarding diagnosis,
      history or treatment that contains unique identification of an individual (“Protected Health
      Information”), as that term is defined by 45 CFR § 160.103, as confidential information.
      To the extent required by applicable law, Consultant will implement and maintain such
      privacy and security safeguards as necessary to ensure that Protected Health Information is
      adequately protected from unauthorized access. Consultant shall execute Hospital’s
      Business Associate Agreement, in the form of Exhibit “B” hereto, prior to any Services
      being provided to Hospital.

9.    Status of Parties: The parties acknowledge that Consultant is an independent contractor
      of Hospital and not joint venturer, partner, employee, or agent of Hospital by virtue of this
      arrangement. Hospital will not withhold for Consultant any sums for income tax, Social
      Security, unemployment insurance, or any other employee withholding, nor will Hospital
      offer Consultant any employee benefits, including without limitation pension benefits,
      worker's compensation coverage, and death or disability insurance. Consultant shall be
      solely responsible for all employment related withholdings and benefits, and Consultant
      shall indemnify and hold Hospital harmless from any and all loss, damage, or liability
      arising with respect to such withholdings and benefits.

10.   [Optional: Non-competition. In recognition of the unique role Consultant will play
      with regard to the development of a potential co-management agreement, during the
      term of this Agreement and for one (1) year after its termination, Consultant agrees
      not to provide, services that are the same as, or substantially similar to the Services
      contemplated under this Agreement to any other health care system, hospital or other

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      physician group, clinic or other health care provider or their affiliates located within,
      or which has operations for which such services are provided which are located
      within five (5) miles of Hospital campus, without the prior written consent of
      Hospital. Notwithstanding the foregoing, nothing contained in this Section 10 will
      preclude Consultant from providing (1) direct professional services to patients or
      from providing (2) routine medical director services or services incidental to and a
      normal part of Hospital medical staff operations.]

11.   Assignment. Consultant shall not have the right to assign Consultant’s obligations, or all
      or any portion of Consultant’s rights or interests under this Agreement. Hospital may
      freely assign this Agreement to any entity related by ownership or control or to any
      successor entity.

12.   Notices. Any notice, request, demand, or other communication required or permitted by
      this Agreement shall be deemed to be properly given if delivered by hand, or when mailed
      certified or registered mail with postage prepaid, addressed as follows:

            If to Consultant:                          If to Hospital:

13.   Governing Law. This Agreement is made and entered into and is to be governed by and
      construed in accordance with the law of the State of [STATE] without regard to its conflict
      of laws provisions and ______ County, [STATE] shall have exclusive venue in any
      controversy or dispute arising out of this Agreement.

14.   Entire Agreement. This Agreement sets for the entire agreement and understanding
      between the parties hereto as the subject matter hereof. It may be amended only be a
      written instrument signed by both parties hereto.

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above set forth.

CONSULTANT                                       HOSPITAL

______________________________                   By:________________________________
Printed Name: ____________________               ______________________________

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                                    EXHIBIT A
                             SERVICES OF CONSULTANT

      I.     Attendance and Participation at Planning Committee meetings.

       Consultant shall personally attend the Planning Committee meetings related to the
potential development of a [TYPE OF SPECIALTY] service line co-management arrangement
and provide clinical expertise in [TYPE OF SPECIALTY] to assist Hospital with [define
problems to be addressed] by:

   o Reviewing historical Hospital data and benchmarks related to targeted areas for
   o Providing clinical assessment and input towards development of metrics to be achieved
     under the service line co-management agreement
   o Developing and defining co-management services necessary to be provided by physicians
     under the service line co-management agreement to achieve desired objectives and
   o Developing formal action plan for achieving defined goals, including timetable
   o Providing clinical input in other matters addressed by the Planning Committee that are
     necessary for the development of the service line co-management agreement

      II.    Services Requested to be Performed Outside of Planning Committee

       Consultant shall perform such other services that are needed by the Planning Committee
   to evaluate clinical aspects of a [TYPE OF SPECIALTY] service line co-management
   arrangement, as requested by the Hospital in writing, and subject to the scope of services,
   limitations on hours to be spent by Consultant, and such other terms contained in such
   written request.

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         EXHIBIT B
Business Associate Agreement

          Page 7
                                   EXHIBIT C
                          FORM OF MONTHLY TIME SHEET

Name of Consultant: _________________, M.D.
Name of Hospital: __________________________
Agreement: Consulting Agreement dated ____________, 20__

Month/Year Services Rendered: __________ 20__

For each hour of service provided during the month listed above, provide the following
information (use an additional Time Sheet if necessary). Total number of hours for the month
is not to exceed __ hours.

  DATE OF                     DESCRIPTION OF SERVICE                          HOURS OF
  SERVICE                                                                     SERVICE



Signature: __________________________
Printed Name:______________________, M.D.

Date of Signature:   ____________________


_____________________________                           ___________________________
Director of [DEPARTMENT]                                Vice President [Title of Executive]
Date: ______________________

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