Professional Employee Lease Agreement by pellcity27


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									                       Professional Employee Lease Agreement

This Professional Employee Lease Agreement (this Agreement) is made as of this
(date), between ABC, PA, a professional association organized and existing under the
laws of the state of (name of state), with its principal office located at (street address,
city, state, zip code), referred to herein as ABC, and XYZ, PA, a professional
association organized and existing under the laws of the state of (name of state), with
its principal office located at (street address, city, state, zip code), referred to herein as
the Practice.
Whereas, the Practice operates a physician office and is in need of part time
employees to provide certain services to it and its patients under the supervision of its
physicians, including the provision of glaucoma testing; and

Whereas, ABC contracts with qualified employees to provide part time services to
physician offices, including glaucoma testing (the Employees); and

Whereas, Practice desires to lease Employees from ABC and ABC desires to furnish
Employees to Practice on the terms set forth herein;

Now, therefore, in consideration of the foregoing and the mutual promises set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

1.     Duties and Responsibilities of ABC.
       A.     ABC agrees to lease Employees, as listed on Schedule A hereto, to the
       Practice to perform such part time services as required by Practice to be
       supervised by Practice at Practice’s place of business during the intervals set
       forth on Schedule A hereto (Service Intervals).

       B.     ABC will provide Employees qualified to evaluate Practice’s patients in
       accordance with established plans of treatment and physician’s written orders.
       Services provided by Employees will be in accordance with professional
       standards, the standards of Practice and federal and state regulations and

       C.     Employees will operate in accordance with Practice’s policies and
       procedures. At Practice’s direction, during Service Intervals, Employees will: (i)
       attend Practice’s staff conferences and (ii) participate in select on-site
       educational or utilization review programs.

       D.   ABC agrees to pay on behalf of Practice the compensation and benefits of
       Employees, including all applicable payroll taxes and workers’ compensation and
       unemployment insurance premiums.

       E.     ABC agrees to maintain and, in accordance with applicable laws, make
      available to Practice at all reasonable times all records required by any fiscal
      intermediary, governmental agency, Practice or any other party to whom billings
      are rendered for services hereunder.

2.    Duties and Responsibilities of Practice. Practice is solely responsible for:
      A.     Supervising the performance of Employees, including supervision of both
      the services accomplished but also of the details and means by which the
      services are accomplished, to which end Practice may require Employee to wear
      such uniform and identification badges as are Practice policy for its employees.

      B.     Determining and billing the applicable payer, if any, to which a claim is
      submitted for Employees’ services, and for ensuring that Practice complies with
      all coverage, coding, supervision and related requirements under law or contract
      in submitting any claim for services.

      C.     Providing Employees with vacation and sick leave proportionate to that
      provided full time employees of Practice and coordinating with ABC to arrange
      for scheduling of Employees’ vacations.

      D.     Providing Employees with appropriate compliance and other training
      provided to full time employees of Practice, including training on the provision of
      services to patients of Practice.

      E.     Providing reimbursement to Employees for pre-approved Practice
      related expenses.

      F.     Providing all equipment and supplies necessary for Employees to provide
      services hereunder, provided, however, that Employees shall be responsible for
      advising Practice as to the inadequacy, disrepair or need for replacement or
      reorder of such supplies and equipment.

3.      Hiring and Firing of Employees. ABC shall have the responsibility to procure
qualified persons to serve as Employees hereunder and make such persons available
to Practice. Practice shall determine whether such persons may serve as Employees
hereunder and shall have the right to terminate any such persons’ employment as an
Employee hereunder. In the event a particular Employee resigns his or her employment
with Practice, ABC shall have the responsibility to procure qualified replacement
candidates as soon as possible.

4.    Fees.
      A.      Practice agrees to compensate ABC for Employees in accordance with
      the Fees listed on Schedule B attached hereto. Fees are due and payable by
      the first business day of each month.

      B.     Practice agrees to pay invoices within 15 days of ABC’ submission of such
      invoice or no later than the first day of the month for which billing is made.
      Invoices not paid within that time shall incur a billing Late Fee in the amount of
      $10.00 and shall also accrue interest at the rate of ____% per month; provided
      that, in no event shall interest be charged in excess of the amount permitted by
      applicable law. Practice agrees to reimburse ABC for any and all costs incurred
      to collect payment of Services from Practice, including, without limitation,
      reasonable attorneys’ fees.

      C.     The provisions of Sections 4.A, and 4.B shall survive termination of
      this Agreement.

5.    Term and Termination.
      A.     The term of this Agreement shall commence on the date first written
      above and shall continue in full force and effect until the first anniversary of such
      date. Following the initial term, this Agreement shall be automatically renewed for
      successive one-year terms. At the time of renewal, the fees payable pursuant to t
      his Agreement may be renegotiated in good faith.

      B.     This Agreement may be terminated by either party, without cause, at the
      end of the initial term or any renewal term hereof upon written notice given to the
      non-terminating party within 60 days prior to the end of the initial term or any
      renewal term, as the case may be.

      C.     In the event of material breach of this Agreement by either party, the non-
      defaulting party may terminate this Agreement by giving the breaching party 30
      days prior written notice, provided that, upon receipt of such notice, the
      breaching party shall have 30 days to cure such breach.

      D.      Notwithstanding the foregoing, ABC shall have the right to terminate this
      Agreement immediately: (i) upon Practice's breach of Sections 3.B, 6, 9, 10 or
      11; (ii) if any license, permit or approval required for the operation of Practice
      cannot be obtained or is at any time suspended; or (iii) in the event of voluntary
      or involuntary bankruptcy or similar insolvency actions by or against Practice.

      E.      Termination of this Agreement shall not affect the rights and obligations of
      the parties arising prior to the effective date of such termination. In the event, for
      any reason, this Agreement is terminated prior to the expiration of the first year of
      the Agreement the parties agree not to re-enter any Agreement with each other
      for the provision of leased employees until a date of at least one year following
      the date of this Agreement.

6.     Independent Contractor. This Agreement shall not create a joint venture,
partnership or other joint business relationship. ABC is not exclusively limited to
providing professional employees to Practice, and is entitled to provide employees
and/or services to other providers. ABC agrees to indemnify and hold Practice harmless
from any and all taxes, penalties and interest arising from ABC' failure to pay, as they
become due, al
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