Assignment of Medical Practice for Term of Years by wmkeever

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									Assignment of medical practice for term of years

                                         AGREEMENT

       Agreement made __________ [date] between __________, M.D., of __________
[address], __________ [city], __________ County, __________ [state], referred to as seller, and
__________, M.D., of __________ [address], __________ [city], __________ County,
__________ [state], referred to as purchaser.

                                            RECITALS

        A. Seller has for the past __________ years engaged in the __________ [general] practice
of medicine in __________ [city], where __________ [he or she] has maintained an office at
__________ [address], __________ [city], __________ County, __________ [state]. Seller now
intends to leave __________ [his or her] practice for a period of __________ years __________ [if
desired, state reason for withdrawal from practice, such as: to pursue specialist education and
training in the field of __________].

        B. Seller has equipped the above-mentioned office with furniture, fixtures and other
equipment particularly described in the __________ [inventory or as the case may be] attached as
Exhibit __________ and incorporated by reference, of an appraised value as shown in that Exhibit,
and has maintained a stock of drugs and supplies particularly shown in the __________ [inventory
or as the case may be] attached as Exhibit __________ and incorporated by reference, of an
appraised value as shown in that Exhibit, and has established patient lists of considerable number
and intangible value.

      C. Purchaser, a physician licensed to practice in __________ [state], __________ [if
appropriate, add: and an applicant for a license to practice in __________ (state),] desires to
assume the practice of seller, __________ [on the granting of a license to practice medicine in
__________ (state), ] and recognizes the value of seller's practice.

         In consideration of the matters described above, and of the mutual benefits and obligations
set forth in this agreement, the parties agree as follows:

                                         SECTION ONE

                                      TERM OF VENTURE

        The term of this venture shall commence on __________ [date] and end on __________
[date]. The fiscal year of this venture shall commence on the __________ day of __________
[month] and end on the __________ day of __________ [month] next succeeding.

                                         SECTION TWO

              PURCHASER'S PRACTICE OF MEDICINE AT OFFICE PREMISES
        During the term of this agreement, purchaser __________ [, having procured a license to
practice medicine in __________ (state),] shall engage in the __________ [general] practice of
medicine in __________ [state], and for the present, shall maintain the office previously occupied
by seller at __________ [address], __________ [city], __________ County, __________ [state].
The location of the office may be changed from time to time by mutual consent of the parties, or by
the necessity of circumstance.

                                          SECTION THREE

               EQUIPMENT, FURNITURE, RECORDS, DRUGS AND SUPPLIES

        3.1. Seller shall contribute to the use of the venture the furniture, fixtures and office
equipment, as shown in the __________ [inventory or as the case may be] attached as Exhibit
__________ and incorporated by reference, and patient lists and records, all of which shall be kept
intact and returned to seller at the expiration of the term of this venture, excepting only patient lists
and records, which shall be retained by purchaser on fulfillment of purchaser's obligations under
this agreement.

        3.2. Seller shall also contribute to this venture drugs and medical supplies, as shown in the
__________ [inventory or as the case may be] attached as Exhibit __________ and incorporated
by reference, which drugs and supplies shall constitute an opening, expendable inventory to be
inventoried at the close of the fiscal year at cost or market value, whichever is lower, in determining
profit.

       3.3. On the expiration of this venture, the inventory of drugs and supplies then on hand shall
be determined at cost or market value, whichever is lower, and seller shall be entitled to be
reimbursed that sum in cash.

       3.4. Any equipment, instruments, furniture or fixtures, the use of which is made available by
purchaser, shall be returned to purchaser at the expiration of the term of this venture.

                                           SECTION FOUR

                                    ALLOCATION OF PROFITS

        4.1. Purchaser shall devote __________ [his or her] entire working time during the term of
this agreement to the practice of medicine under this agreement; and the gross receipts of purchaser
received by __________ [him or her], during the term of this agreement, as professional fees or
other compensation for personal services or treatment and from the sale, dispensing or prescribing
of drugs, medicine or medical supplies, shall constitute gross income of this venture.

        4.2. Regular books of account shall be kept on a cash basis, provided, however, that the
inventory of drugs and supplies on hand shall be taken into consideration in computing profit as set
out in Section Three.

        4.3. At the close of each fiscal year during the __________-year term of this agreement, the
net profit of the venture shall be determined according to __________ [specify, such as: the
methods and principles used in determining ordinary net income of a partnership under the
Internal Revenue Code]. The net profit shall be paid and distributed to the parties to this agreement
in the following percentage shares: __________ [indicate distribution].

        4.4. However, if the arrangement set forth in Paragraph 4.3 above should prove inequitable
and an uneven burden and economic hardship on purchaser, these percentages shall be subject to
renegotiation on an equitable basis; and, if no satisfactory agreement is reached, the distribution of
profits under this agreement shall be submitted to arbitration by __________ [set forth method of
arbitration], and the decision by the arbitrators shall be final.

                                           SECTION FIVE

                                 MANAGEMENT OF PRACTICE

         Purchaser shall have sole charge of the venture and shall have the right in purchaser's sole
discretion to conduct __________ [his or her] practice of medicine as __________ [he or she] sees
fit during the term of this agreement, without interference in purchaser's policies or practice by
seller, so long as purchaser fulfills __________ [his or her] obligations under this agreement.
Seller shall not in any way exercise any control over the management of the venture, the methods of
practice adopted by purchaser, or the fees fixed by purchaser for purchaser's services or supplies.

                                            SECTION SIX

                                     LIABILITIES OF PARTIES

        Seller shall not be responsible, in any way, for the policies or practices adopted by
purchaser, and seller shall not be liable for any loss whatsoever arising out of the venture, in excess
of the stock of drugs and supplies contributed by seller as above recited. In no event shall seller's
share of profit be less than the total sum of the appraised value of the furniture, fixtures, equipment,
drugs and supplies, as shown in Exhibits __________ and __________, amounting to __________
Dollars ($__________).

                                         SECTION SEVEN

                                    WITHDRAWAL OF FUNDS

       Purchaser shall be entitled, from time to time, to withdraw funds against __________ [his
or her] share of the profits of the venture, and shall distribute to seller, monthly, such amount as
may be accurately estimated from the books of account, to be seller's share of the profits under this
agreement.

                                          SECTION EIGHT

             FEDERAL INCOME TAX RETURNS; INSPECTION OF BOOKS AND
                                  RECORDS
        Within __________ days after the close of each fiscal year, purchaser shall prepare an
information return for federal income tax purposes, showing the net income of the venture and the
distributive share of each party under this agreement, and shall furnish a copy of the return to seller.
Seller or seller's accredited representative may inspect the books and records of the venture at all
reasonable times.

                                           SECTION NINE

                                            INSURANCE

        Purchaser shall, as an expense of the venture, procure and pay premiums on malpractice
insurance and on premises liability insurance, indemnifying __________ [himself or herself] and
seller against loss occasioned by liability, and shall procure insurance covering the loss of drugs,
supplies, equipment, furniture, fixtures and other tangible personal property, by fire and other
casualty.

                                           SECTION TEN

                                   EXPIRATION OF VENTURE

         At the expiration of the term of this venture, and on the adjustment of accounts as between
the parties, seller shall have no further interest whatsoever in the office space leasehold or in the
patient lists or records, and shall not be entitled thereafter to any share of or participation in net
profit, all of which shall, at that time, become the sole property of purchaser.

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

[FIRST PARTY:]

                               IF BUSINESS ENTITY:

                               [Name of Company                                                       ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:
                  Sign: __________________________________

                  Print Name: _____________________________


[SECOND PARTY:]


                  IF BUSINESS ENTITY:

                  [Name of Company                            ]



                  By: ___________________________________

                  Name: _________________________________

                  Title: __________________________________


                  IF INDIVIDUAL:


                  Sign: __________________________________

                  Print Name: _____________________________
                                   [Notary Seals, if needed]

[IF BUSINESS ENTITY]

STATE OF _____________ )

______________ COUNTY )

               I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [Name], whose name as ________________ [Title] of
_____________________ [Name of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed
to the foregoing Agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, ______ [he, she or it], as such officer or
director and with full authority, executed the same voluntarily for and as the act of said
corporation on the day the same bears date.

              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[IF INDIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[Attach exhibits]

								
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