Arizona Breach of Contract

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					                        UNIVERSITY PHYSICIANS HEALTHCARE

                       CONTRACT FOR PROFESSIONAL SERVICES

                  PART-TIME CONTRACTED PHYSICIAN-EMPLOYEE

   THIS AGREEMENT is entered into by and between University Physicians Healthcare (UPH),
an Arizona nonprofit corporation, and                                     , (Provider).

                                            RECITALS

   WHEREAS, Provider is a Doctor of Medicine licensed to practice in the State of Arizona; and

   WHEREAS, UPH desires to be assured of certain services of Provider as described in this
agreement;

   NOW THEREFORE, in consideration of the promises set forth below, UPH and Provider agree
as follows:

I. TERM:

  A. This agreement shall be for a term not to exceed one year which commences on                  ,
2006 and continues until                            , 20    .

   B. This agreement shall be renewed for additional periods only upon a written amendment to
this document signed by both parties and specifying the term and conditions of renewal or
extension.

   C. Should either party wish not to renew this contract or wish to in any manner substantially
change its terms, such party shall give notice to the other not less than 90 days prior to the
termination date.

II. POSITION AND DUTIES:

   A. The position for which Provider is being hired is:



   B. The Primary responsibilities (job description) of this position include but are not limited to
the following:




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   C. Provider's responsibilities may be further defined and coordinated with                    , who
shall be considered Provider's immediate supervisor.

   D. Provider may be asked to take call which will be defined by the Provider's immediate
supervisor.

   E. Provider's work schedule shall be designated by Provider's immediate supervisor.

  F. At present, provider will be rendering services at the following hospitals and/or clinics. Sites
may be added or deleted as determined by organizational need.

       1.
       2.
       3.

   G. Provider understands and agrees that it is his/her responsibility to apply for and obtain
privileges at the above-named institutions. Failure to do so which results in the Provider being
unable to carry out any of the terms of this agreement will be considered a material breach of this
agreement by Provider.

    H. Provider understands and agrees that it is his/her responsibility to apply for and obtain a valid
license to practice medicine in the state of Arizona. Failure to do so which results in the Provider
being unable to carry out any of the terms of this agreement will be considered a material breach of
the agreement by Provider.

    I. Provider agrees that while rendering services under the terms of this agreement he/she will
comply with the policies, procedures, orders, rules, and regulations of UPH, and of any organization
or institution at which Provider will perform services for UPH.

  J. Provider agrees to comply with the ethics of the medical profession and all federal, state, and
municipal laws and ordinances relating to or regulating the practice of medicine.

III. FACULTY APPOINTMENT:

   Provider has been given the following non-state salaried faculty appointment:                   .
 Provider understands that he/she will have certain teaching/student responsibilities connected with
such appointment.

IV. PROFESSIONAL TIME REQUIREMENT:

   A. Provider will be rendering part-time services for UPH with the following time requirements
(hours per week/schedule/or "as needed" etc.) Provider's appointment will be less than .5 FTE.




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   B. Only those professional patient care activities that actually do occur, or are reasonably
intended to occur either during the time for which UPH compensates Provider, or as specifically
described herein, shall be construed to be within the scope and course of this agreement with UPH.

V. MALPRACTICE INSURANCE:

   UPH will be responsible for paying the PROVIDER'S professional malpractice liability
premiums. As of the effective date of this agreement, UPH is self-insured for malpractice. This
will insure provider for professional liability incurred while providing services under the scope of
this agreement. PROVIDER will receive written notice of any change in this coverage. UPH is not
responsible for paying any tail coverage for PROVIDER which involves previous insurance
policies.

VI. VACATION/SICK LEAVE/HOLIDAYS:

   Provider will receive sick leave, holidays and vacation time according to the following terms:




VII. TERMINATION:

   A. This agreement may be terminated at any time by the mutual consent of both parties and
shall automatically terminate upon the Provider's death, or loss of license to practice medicine, or
loss of medical staff privileges at the institutions represented above.

   B. UPH may terminate this agreement, such termination to be effective immediately upon the
giving of written notice thereof or at such time as may be specified in said notice, in any of the
following events:

       1. The funding source upon which this contract is based is no longer available.

       2. There is a demonstration that the Provider is not willing or able to perform in a timely or
       proper manner his/her obligations hereunder as determined by UPH in accordance with, if
       applicable, the professional standards of the practice of the Provider's subspecialty.

       3. Inability of UPH for any reason to obtain or maintain professional liability insurance for
       said Provider if such has been promised under the terms of this agreement.

       4. Violation by Provider of any of the other covenants, agreements, or stipulations of this
       agreement where such violation continues for a period of thirty (30) days after the receipt of
       notice thereof from UPH.

   C. In the event of termination, with or without cause as hereinabove provided, UPH shall be
obligated to pay Provider, or his/her personal representative in the event of Provider's death, only
such compensation as shall be due him/her up to the date of termination.
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VIII. COMPENSATION:

   A. Provider will be compensated in the following manner:




   B. The compensation as described above will be Provider's sole compensation for services
rendered under the terms of this contract. As a condition of Provider's association with UPH,
Provider hereby assigns to UPH his/her right to bill and collect for any and all services performed
under this agreement.

   C. Provider agrees to participate in Medicare and AHCCCS and any other UPH program and/or
arrangement which involves the services described under the terms of this agreement. UPH
reserves the sole right to collect for such services.

IX. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION

   A. Provider agrees not to communicate, divulge, or use for the benefit of any person,
partnership, firm, or corporation any of the charts or records of patients of UPH, professional
policies, manuals of instruction, financial, billing and other reports, lists of names of UPH patients,
or any other information owned by UPH and/or of a confidential nature.

   B. In the event Provider severs his/her relationship with UPH, said provider agrees that he/she
will not take, carry away, or use in any manner any records or information of the type described
above. Additionally, provider will not solicit for his or her own profit, practice or use in any
manner, those patients to whom services have been rendered under this contract.

X.  OTHER           MISCELLANEOUS            CONDITIONS,         CONSIDERATIONS,             TERMS,
PROMISES:

   In addition to the promises made above, the following will be included under the terms and
conditions of this agreement. If none, so state.




XI. NOTICE:

   Any notice required by this agreement shall be deemed to be duly given when mailed by
registered or certified mail, postage prepaid, addressed to the recipient thereof at the address set
forth below or at such other address as may be subsequently designated in writing by either party
thereto to the other party:
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   UPH:                       CEO
                              University Physicians Healthcare
                              575 E. River Road
                              Tucson, Arizona 85704

                              Head, Department of
                              1501 North Campbell
                              Tucson, Arizona 85724

   PROVIDER:



XII. ENTIRE AGREEMENT:

   This agreement cancels any other previous agreement relating to this subject matter either
written or oral between UPH and the Provider. Additionally, it contains the entire understanding of
both parties and shall not be amended or modified except in writing and signed by each of the
parties.

XIII. ASSIGNMENT:

   This contract may not be assigned without the written consent of the other party hereto.

XIV. ARIZONA CONTRACT:

   This agreement is an Arizona contract and shall be governed by and construed and interpreted in
accordance with the laws of the State of Arizona.

   IN WITNESS WHEREOF, the parties do hereby duly execute this agreement on the day and
year written below.

UNIVERSITY PHYSICIANS HEALTHCARE

                                                                      Date:
President or Documented Designated Agent

                                                                     Date:
Department Director, UPH


PROVIDER

                                                                    Date:
Signature Provider                                                                   parttime.con 7/99

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