Common use of Management Services and Administration Clause in Contracts

Management Services and Administration. (a) The Practice hereby appoints PHYN as its sole and exclusive manager and administrator of all day-to-day business functions. The Practice agrees that the purpose and intent of this Service Agreement is to relieve the Practice, its shareholders and Physician Employees to the maximum extent possible of the administrative, accounting, personnel and business aspects of their practice, with PHYN assuming responsibility and being given all necessary authority to perform these functions. PHYN agrees that the Practice, and only the Practice, will perform medical functions. PHYN will have no authority, directly or indirectly, to perform, and will not perform, any medical function. (b) PHYN shall, on behalf of the Practice, bill ▇▇▇ients and, except for government payors such as Medicare and Medicaid, collect the professional fees for medical services rendered by the Practice in the Clinical Facility, for services performed outside the Clinical Facility for the Practice's hospitalized patients, and for all other professional and Clinical Facility services. The Practice hereby appoints PHYN for the term hereof to be its true and lawful attorney-in-fact, for the following purposes: (i) to bill ▇▇▇ients in the Practice's name and on its behalf, except for accounts receivable from government payors; (ii) to collect accounts receivable resulting from such billing in the Practice's name and on its behalf, except for accounts receivable from government payors; (iii) to receive payments from Blue Cross/Blue Shield, insurance companies, prepayments received from health care plans and all other nongovernmental third party payors in the Practice's name and on its behalf for deposit in a bank account; (iv) to take possession of, endorse in the name of the Practice (and/or in the name of an individual physician, in the event that such payment is intended for purpose of payment of a physician's bill), ▇nd deposit in a bank account any notes, checks, money orders, insurance payments and other instruments received in payment of nongovernmental accounts receivable; (v) following prior written approval of the Operating Board, to initiate the institution of legal proceedings in the name of the Practice to collect any accounts and moneys owed to the Practice; (vi) to enforce the rights of the Practice as creditor under any contract or in connection with the rendering of any service; and

Management Services and Administration. (a) The Practice hereby appoints PHYN During the term of this Agreement, including all renewals and extensions hereof, BRMG engages manager to serve as its sole and exclusive manager and administrator of all daythe non-to-day business functions. The Practice agrees that the purpose medical functions and intent of this Service Agreement is to relieve the Practice, its shareholders and Physician Employees services relating to the maximum extent possible operation of the administrative, accounting, personnel and business aspects of their practice, with PHYN assuming responsibility and being given all necessary authority to perform these functions. PHYN agrees that Practice at the PracticeCenters, and only Manager agrees to furnish to BRMG all reasonably necessary non-medical management and administrative services as are agreed to by the Practiceparties from time to time, will perform medical functionsconsistent with past practice. PHYN will have no authoritySaid services shall be at the expense of Manager and shall include, directly or indirectlybut are not limited to: (a) Bookkeeping and accounting services, to performincluding, without limitation, maintenance, custody and supervision of BRMG’s business records, papers and documents, ledgers, journals and reports, and will not performthe preparation, any medical function. (b) PHYN shall, on behalf distribution and recording of all bills and statements for professional services rendered by BRMG. BRMG shall at all times have responsibility for setting all fees for professional services provided by BRMG to patients of the Practice, bill provided that such fees shall be reasonable and customary for the community in which the Centers are operated. All ▇▇▇ients and, except ▇▇▇▇▇ for government payors such as Medicare and Medicaid, collect the professional fees for medical services rendered to patients by the Practice shall be conducted by manager, and Manager shall act as BRMG’s agent in the Clinical Facilitypreparation, for services performed outside the Clinical Facility for the Practice's hospitalized patientsrendering and collection of such ▇▇▇▇▇▇▇▇. In this regard, and for all other professional and Clinical Facility services. The Practice BRMG hereby appoints PHYN Manager for the term hereof of this Agreement to be its true and lawful attorney-in-fact, for the following purposes: : (i) to bill ▇▇▇ients ▇ patients, insurance companies, managed care payors and other third-party payors in the Practice's BRMG’s name and on its behalf, except for accounts receivable from government payors; ; (ii) to collect accounts receivable resulting from such billing in the Practice's name of BRMG and on its behalf, except for accounts receivable from government payors; ; (iii) to receive payments on behalf of BRMG from Blue Cross/Blue Shield, insurance companies, prepayments received from health care plans plans, Medicare, Medi-Cal, managed care payors and all other nongovernmental third third-party payors in the Practice's name and on its behalf for deposit in a bank account; payors; (iv) to take possession of, of and endorse in the name of BRMG and deposit into Manager’s bank account (the Practice “Deposit Account”) (and/or in the name of an individual physician, in the event that such payment is intended for purpose purposes of payment of a physician's bill), ▇nd deposit in a bank account professional fees related to BRMG) any notes, checks, money orders, insurance payments and other instruments received in payment of nongovernmental accounts receivable; ; (v) following upon the prior written approval consent of the Operating BoardBRMG, which consent shall not be unreasonably withheld or delayed, to initiate the institution of legal proceedings in the name of the Practice BRMG or any BRMG Personnel to collect any accounts and moneys monies owed to the Practice; (vi) BRMG or such BRMG Personnel, to enforce the rights of BRMG or such BRMG Personnel, as the Practice case may be, as creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by governmental agencies (or their fiscal intermediaries) as third-party payors; and (vi) to deposit into the Deposit Account all revenue collected by Manager. BRMG covenants and shall cause all physician employees and independent contractors to covenant, to forward any payments received with respect to any revenues generated for services provided by BRMG or any of the BRMG Personnel to Manager for deposit. Manager shall have the right to withdraw funds from the Deposit Account and all owners of the Deposit Account shall execute a revocable standing transfer order (the “Transfer Order”) under which the bank maintaining the Deposit Account shall periodically transfer the entire balance of the Deposit Account to a separate bank account owned solely by Manager (the “Manager Account”). BRMG and Manager hereby agree to execute from time to time such documents and instructions as shall be required by the bank maintaining the Deposit Account and mutually agreed upon to effectuate the foregoing provisions and to extend or amend such documents and instructions. Any action by BRMG that materially interferes with the operation of this Section, including, but not limited to, any failure to deposit or to have Manager deposit any revenues into the Deposit Account, any withdrawal of any funds from the Deposit Account not authorized by the express terms of this Agreement or any other written agreement executed by each of the parties, or any revocation of or attempt to revoke the Transfer Order (otherwise than upon expiration or termination of this Agreement), will constitute a breach of this Agreement and will entitle Manager, in addition to any other remedies it may have at law or in equity, to seek a court ordered assignment of the rights provided to Manager pursuant to this Subparagraph (a). (b) Supervision and coordination of the day-to-day, non-medical business aspects of the Practice. (c) The provision of all medical and office supplies required by BRMG in accordance with the operation of the Practice at the Centers, provided that Manager determines that such supplies can be obtained at reasonable cost within Manager’s budgetary constraints. (d) The property maintenance and cleanliness of the Centers and of the FF&E located at the Centers. (e) The furnishing to BRMG of all necessary electricity, heat, water, laundry, linen, uniforms, forms, telephones, medical supplies, office supplies, postage and duplication services, provided, however, that all such supplies acquired and services shall be determined to be reasonably necessary in connection with the day-to-day operations of the Practice at the Centers and can be obtained at reasonable cost within Manager’s budgetary constraints. (f) The preparation and filing of all forms, reports and returns requirement by law in connection with unemployment insurance, workers’ compensation insurance, disability benefits, social security and other similar laws (excluding personal or corporate income or franchise tax forms of BRMG or BRMG’s employees or contractors) now in effect or hereafter imposed. (g) Reception, secretarial and transcribing services and the maintenance of medical records. (h) All advertising, marketing and promotional activities conducted on behalf of the Practice, provided that Manager shall consult with BRMG prior to implementing any new advertising, marketing or promotional activities and BRMG’s approval shall be required before implementation which approval shall not be unreasonably withheld and shall be based on compliance with medical practice and ethical considerations. (i) The parties hereby agree that the benefits to BRMG hereunder do not require, are not payment or compensation in cash or in kind for, and are not in any way contingent upon the referral or any other arrangement for the provision of any item or service offered by Manager to any of BRMG’s patients in any facility controlled, managed or operated by Manager.

Management Services and Administration. (a) The Practice IVP agrees to provide the Management Services provided for in this Section 3.1, all of which shall be covered by and included in the Cost of Operations and the Additional Management Fee, if any. 3.1.1 IPSI hereby appoints PHYN IVP as its IPSI'S sole and exclusive manager and administrator of all of its day-to-day business functions. The Practice agrees that the purpose and intent of this Service Agreement is to relieve the Practice, its shareholders and Physician Employees to the maximum extent possible of the administrative, accounting, personnel operations and business aspects of their practice, with PHYN assuming responsibility functions and being given grants IVP all the necessary authority to perform these functions. PHYN agrees that carry out its duties and responsibilities pursuant to the Practice, and only the Practice, will perform medical functions. PHYN will have no authority, directly or indirectly, to perform, and will not perform, any medical functionterms of this Agreement. (b) PHYN 3.1.2 IVP shall, on behalf of the PracticeIPSI, bill patients and collect fees for Pharmac▇▇▇ients and, except for government payors such as Medicare and Medicaid, collect ▇cal Products supplied to Customers of the professional fees for medical services rendered by the Practice in the Clinical Facility, for services performed outside the Clinical Facility for the Practice's hospitalized patients, and for all other professional and Clinical Facility servicesMedical Practices. The Practice IPSI hereby appoints PHYN for IVP during the term hereof Term of this Agreement to be its true and lawful attorney-in-fact, for the following purposes: (ia) to bill ▇▇▇ients patients in the Practice's IPSI'S name and on its behalf, except for accounts receivable from government payors; (iib) to ▇▇ collect accounts receivable resulting from such billing in the Practice's IPSI'S name and on its behalf, except for accounts receivable from government payors; (iiic) to receive payments from Blue Cross/Blue Shield, insurance companies, prepayments received from health care plans plans, and all other nongovernmental third third-party payors payors; (d) to open in the Practice's name of IPSI such savings, checking, and on its behalf for deposit in a bank accountother accounts at such financial institutions as IVP deems appropriate; (ive) to take possession of, of and endorse in the name of the Practice (and/or in the name of an individual physician, in the event that such payment is intended for purpose of payment of a physician's bill), ▇nd deposit in a bank account IPSI any notes, checks, money orders, insurance payments and other instruments received in payment of nongovernmental accounts receivable; and (vf) following prior written approval with the consent of the Operating BoardIPSI, not to be unreasonably withheld, to initiate the institution of legal proceedings in the name of the Practice IPSI, to collect any accounts and moneys monies owed to the Practice; (vi) IPSI, to enforce the rights of the Practice IPSI as creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by governmental agencies (or its fiscal intermediaries) as third-party payors. 3.1.3 IVP shall supervise and maintain (on behalf of IPSI) all files and records relating to the operations of the Facilities, including, but not limited to, accounting and billing records, prescription records, and collection records. Prescription records shall at all times be and remain the property of IVP and shall be located at the Facilities and be readily accessible to IPSI. IVP's management of all files and records shall comply with all applicable state and federal laws and regulations, including, without limitation, those pertaining to confidentiality of patient records. The records relating to patients shall be expressly deemed confidential and shall not be made available to any third party except in compliance with all applicable laws, rules, and regulations. IVP may utilize such records in order to provide the services hereunder, to perform billing functions, and to prepare for the defense of any lawsuit in which those records may be relevant. The obligation to maintain the confidentiality of such records shall survive termination of this Agreement. IPSI shall have unrestricted access to all of such records at all times. 3.1.4 IVP shall supply to IPSI all reasonably necessary management, administrative, supervisory, nursing, pharmacy, clerical, accounting and bookkeeping Employees necessary to provide, and IVP shall provide, quality and competent pharmacy services to Customers of IPSI. IVP shall provide such computer services, printing, postage and duplication services, and any other necessary or appropriate administrative services reasonably necessary for the operation of IPSI'S Pharmaceutical Services. IVP shall have the responsibility for hiring, supervising, promoting, reprimanding, suspending, and/or reinstating and terminating all Employees consistent with IVP's policies and procedures applicable to IVP's own employees. 3.1.5 IVP shall arrange for such legal and accounting services as may be reasonably required in the ordinary course of the IPSI'S operation; andprovided, however, that IVP shall have no authority to arrange for any legal or accounting services to the extent that the interests of IVP and IPSI in the matter in question shall be adverse. IVP will provide IPSI with all bookkeeping services necessary to support IPSI'S Pharmaceutical Services, including, without limitation, maintenance, custody, and supervision of all business records, papers, documents, ledgers, journals and reports, and the preparation, distribution, and recordation of all bills and statements for services rendered by IPSI, including the billing and completion of reports and forms required by insurance companies, governmental agencies, or other third-party payors. 3.1.6 IVP shall open appropriate bank accounts in the name of IPSI and shall deposit the proceeds of all Capitalization Loans and all Collections in such bank accounts and pay Costs of Operations, Costs of Pharmaceutical Products, Direct Costs, the Additional Management Fee, if any, taxes, the repayment of Capitalization Loans, and the distribution of Net Profits from such bank accounts. 3.1.7 In connection with any Pharmaceutical Products sold to IPSI, IVP shall provide CycleKits and any patient educational materials in the same manner as it provides such to Customers purchasing Pharmaceutical Products directly from IVP.

Management Services and Administration. (a) The Practice hereby appoints PHYN During the term of this Agreement, including all renewals and extensions hereof, BRMG engages manager to serve as its sole and exclusive manager and administrator of all daythe non-to-day business functions. The Practice agrees that the purpose medical functions and intent of this Service Agreement is to relieve the Practice, its shareholders and Physician Employees services relating to the maximum extent possible operation of the administrative, accounting, personnel and business aspects of their practice, with PHYN assuming responsibility and being given all necessary authority to perform these functions. PHYN agrees that Practice at the PracticeCenters, and only Manager agrees to furnish to BRMG all reasonably necessary non-medical management and administrative services as are agreed to by the Practiceparties from time to time, will perform medical functionsconsistent with past practice. PHYN will have no authoritySaid services shall be at the expense of Manager and shall include, directly or indirectlybut are not limited to: (a) Bookkeeping and accounting services, to performincluding, without limitation, maintenance, custody and supervision of BRMG’s business records, papers and documents, ledgers, journals and reports, and will not performthe preparation, any medical function. (b) PHYN shall, on behalf distribution and recording of all bills and statements for professional services rendered by BRMG. BRMG shall at all times have responsibility for setting all fees for professional services provided by BRMG to patients of the Practice, bill provided that such fees shall be reasonable and customary for the community in which the Centers are operated. All ▇▇▇ients and, except ▇▇▇▇▇ for government payors such as Medicare and Medicaid, collect the professional fees for medical services rendered to patients by the Practice shall be conducted by manager, and Manager shall act as BRMG’s agent in the Clinical Facilitypreparation, for services performed outside the Clinical Facility for the Practice's hospitalized patientsrendering and collection of such ▇▇▇▇▇▇▇▇. In this regard, and for all other professional and Clinical Facility services. The Practice BRMG hereby appoints PHYN Manager for the term hereof of this Agreement to be its true and lawful attorney-in-fact, for the following purposes: : (i) to bill ▇▇▇ients ▇ patients, insurance companies, managed care payors and other third-party payors in the Practice's BRMG’s name and on its behalf, except for accounts receivable from government payors; ; (ii) to collect accounts receivable resulting from such billing in the Practice's name of BRMG and on its behalf, except for accounts receivable from government payors; ; (iii) to receive payments on behalf of BRMG from Blue Cross/Blue Shield, insurance companies, prepayments received from health care plans plans, Medicare, Medi-Cal, managed care payors and all other nongovernmental third third-party payors in the Practice's name and on its behalf for deposit in a bank account; payors; (iv) to take possession of, of and endorse in the name of BRMG and deposit into Manager’s bank account (the Practice “Deposit Account”) (and/or in the name of an individual physician, in the event that such payment is intended for purpose purposes of payment of a physician's bill), ▇nd deposit in a bank account professional fees related to BRMG) any notes, checks, money orders, insurance payments and other instruments received in payment of nongovernmental accounts receivable; ; (v) following upon the prior written approval consent of the Operating BoardBRMG, which consent shall not be unreasonably withheld or delayed, to initiate the institution of legal proceedings in the name of the Practice BRMG or any BRMG Personnel to collect any accounts and moneys monies owed to the Practice; (vi) BRMG or such BRMG Personnel, to enforce the rights of BRMG or such BRMG Personnel, as the Practice case may be, as creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by governmental agencies (or their fiscal intermediaries) as third-party payors; and (vi) to deposit into the Deposit Account all revenue collected by Manager. BRMG covenants and shall cause all physician employees and independent contractors to covenant, to forward any payments received with respect to any revenues generated for services provided by BRMG or any of the BRMG Personnel to Manager for deposit. Manager shall have the right to withdraw funds from the Deposit Account and all owners of the Deposit Account shall execute a revocable standing transfer order (the “Transfer Order”) under which the bank maintaining the Deposit Account shall periodically transfer the entire balance of the Deposit Account to a separate bank account owned solely by Manager (the “Manager Account”). BRMG and Manager hereby agree to execute from time to time such documents and instructions as shall be required by the bank maintaining the Deposit Account and mutually agreed upon to effectuate the foregoing provisions and to extend or amend such documents and instructions. Any action by BRMG that materially interferes with the operation of this Section, including, but not limited to, any failure to deposit or to have Manager deposit any revenues into the Deposit Account, any withdrawal of any funds from the Deposit Account not authorized by the express terms of this Agreement or any other written agreement executed by each of the parties, or any revocation of or attempt to revoke the Transfer Order (otherwise than upon expiration or termination of this Agreement), will constitute a breach of this Agreement and will entitle Manager, in addition to any other remedies it may have at law or in equity, to seek a court ordered assignment of the rights provided to Manager pursuant to this Subparagraph (a). (b) Supervision and coordination of the day-to-day, non-medical business aspects of the Practice. (c) The provision of all medical and office supplies required by BRMG in accordance with the operation of the Practice at the Centers, provided that Manager determines that such supplies can be obtained at reasonable cost within Manager’s budgetary constraints. (d) The property maintenance and cleanliness of the Centers and of the FF&E located at the Centers. (e) The furnishing to BRMG of all necessary electricity, heat, water, laundry, linen, uniforms, forms, telephones, medical supplies, office supplies, postage and duplication services, provided, however, that all such supplies acquired and services shall be determined to be reasonably necessary in connection with the day-to-day -4- operations of the Practice at the Centers and can be obtained at reasonable cost within Manager’s budgetary constraints. (f) The preparation and filing of all forms, reports and returns requirement by law in connection with unemployment insurance, workers’ compensation insurance, disability benefits, social security and other similar laws (excluding personal or corporate income or franchise tax forms of BRMG or BRMG’s employees or contractors) now in effect or hereafter imposed. (g) Reception, secretarial and transcribing services and the maintenance of medical records. (h) All advertising, marketing and promotional activities conducted on behalf of the Practice, provided that Manager shall consult with BRMG prior to implementing any new advertising, marketing or promotional activities and BRMG’s approval shall be required before implementation which approval shall not be unreasonably withheld and shall be based on compliance with medical practice and ethical considerations. (i) The parties hereby agree that the benefits to BRMG hereunder do not require, are not payment or compensation in cash or in kind for, and are not in any way contingent upon the referral or any other arrangement for the provision of any item or service offered by Manager to any of BRMG’s patients in any facility controlled, managed or operated by Manager.