EXHIBIT 10.11
PHYSICIAN CONSULTING AGREEMENT
This Agreement made the 24 DAY OF JANUARY 1997, between MED-PLUS HEALTH CENTRE
hereinafter referred to as the Clinic, and ______________, hereinafter referred
to as _________ sets forth the respective rights and obligations of the Clinic
and the Consultant.
THIS AGREEMENT WITNESSES THAT in consideration of the following covenants
and agreements, the parties agree as follows:
ARTICLE 1 - CONSULTANT SERVICES
1.1 CONSULTANT SERVICES
Subject to the following terms and conditions, the Clinic and _______
mutually agree that for a period of 1 year, ________ shall carry
out examinations, assessments and consultations with patients, physicians and
other professionals unless _________ is, as a result of injury or disease,
unable to perform the essential tasks of the consultant services.
1.2 HOURS AND LOCATION OF PRACTICE
__________shall perform his obligations for a minimum average of 32
hours per week at the Clinic's present location at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇.,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or at such other location as may be agreed upon between the
parties.
1.3 OBLIGATIONS OF THE CLINIC
The Clinic shall without charge provide all nursing and support staff
and all furniture, equipment and supplies reasonably required by ___________ in
the performance of his obligations hereunder. The Clinic will not interfere in
____________ family practice style.
1.4 TERM OF AGREEMENT
The Consulting Agreement will remain in force for 1 Year from the date
the Agreement is executed. The Agreement may be terminated by either party with
60days written notice.
ARTICLE 2 - REMUNERATION OF CONSULTANTS
2.1 FEE FOR SERVICE
(1) The Clinic shall pay ______________ for the services rendered by him
at an amount of 65% of the amounts that could have been invoiced by
______________ to the Ministry directly for family practice patients. The
Clinic shall pay ______________ 60% of the amounts for dedicated walk-in
patients. There is a guarantee of $60.00 per hour for all dedicated walk-in
shifts calculated on a shift by shift basis.
2.2 PAYMENT
The Clinic will to pay ______________ once a month at the end of the
month for fee for service revenue submitted and collected from OHIP.
2.3 GROUP BENEFITS
All costs of group benefit plans in respect of ______________ shall be
shared 50/50 with the Clinic and ______________.
It is agreed that ______________ will be able to participate in the
employee stock option plan which will be implemented effective with the
successful completion of the initial public offering of Med-Emerg International
Inc.______________'s option benefits will be calculated retroactive to January
1,▇▇▇▇.▇▇ is anticipated that the details of the stock option plan and share
purchase plan will be completed by February 15,1997.
2.4 FEES FOR REPORTS
The Clinic will continue to be entitled to all fees and other
amounts generated by ______________ in respect of immigration visits, third
party services, medical-legal reports, WCB special reports, insurance
reports, and similar reports and verbal interviews, provided that
______________ is entitled to 65% of such fees in respect of reports prepared
by him or verbal interviews, such amounts to be paid to ______________
forthwith following receipt of payment in respect thereof by the Clinic.
2.5 GOVERNMENTAL REDUCTIONS
Any reductions of fees, ▇▇▇▇▇▇▇▇ or other amounts to physicians
imposed by the Ministry or provincial governments, including reductions from
a "Social Contract", or agreed to by The Ontario Medical Association or
otherwise binding on the Clinic shall result in proportional reductions of
remuneration to ______________ the amounts of such reductions to be
determined by the Clinic acting reasonably.
Under existing government regulation, Health Care Services are zero
rated for GST. In the event this changes, MEI will be responsible for the GST.
ARTICLE 3 - COVENANTS OF CONSULTANT
3.1 SERVICES
(1) In the performance of his obligations hereunder, ______________
shall act honestly, professionally and in good faith with a view to the best
interests of the Clinic and its patients. ______________ shall report to
and be subject to the supervision of the Clinic.
(2) ______________ shall at any times follow and comply with the General
Preamble to the Ministry's Schedule of Benefits. ______________'s invoicing
for patient consultations shall during the term of this Agreement fall within
the parameters for ______________ set out in the Provincial Averages for
Physician's Services.
3.2 LICENSES AND PERMITS
______________ shall be responsible for (i) obtaining and
maintaining at his expense all necessary licenses and permits (including, in
the case of a consultant who is a physician, a license to practice medicine
in Ontario and memberships with the Ontario College of Physicians and
Surgeons and the Canadian Medical Protective Association) and (ii) complying
with all applicable federal, provincial and municipal laws, codes and
regulations and all professional laws, codes and rules of conduct and ethics,
in connection with the performance of his obligations hereunder.
______________ shall when requested provide the Clinic with adequate evidence
of his compliance with this Sections 3.2.
3.3 LAB TESTING
Subject always to the best interests of the patients of the Clinic
and to any applicable professional or legal restrictions, ______________
shall make use of such laboratory facilities for testing and other purposes
as may be specified from time to time by the Clinic.
3.4 INDEMNITY
(1) ______________ shall indemnify and save the Clinic harmless from and
against all claims, actions, losses, expenses, costs and damages of every
nature and kind whatsoever which the Clinic or its officers, employees,
consultants, physicians or agents may suffer as a result of the performance
of non-performance of this Agreement and the services required hereunder by
or from ______________, whether as a result of ______________'s negligence or
otherwise.
(2) The Clinic shall indemnify and save ______________ harmless from and
against all claims, actions, losses, expenses, costs and damages of every
nature and kind whatsoever which ______________ may suffer as a result of the
performance or non-performance of this Agreement by the Clinic, whether as a
result of the Clinic's negligence of otherwise.
3.5 NON-DISCLOSURE
______________ shall not disclose any information relating to the
private or confidential affairs of the Clinic to any person other than for
the Clinic's purposes.
3.6 CLINIC SHALL USE ___________ NUMBER
______________ agrees that the Clinic shall submit claims for
fee-for-service patient consultations under ______________ O.H.I.P. billing
number 096313 at the Clinic's location. If required, ______________ agrees
to assign his interest in such ▇▇▇▇▇▇▇▇ to the Clinic. ______________ shall
direct the Ministry to directly deposit all such O.H.I.P. ▇▇▇▇▇▇▇▇ into the
Clinic's bank account. If any such ▇▇▇▇▇▇▇▇ are paid to ______________, such
amounts shall forthwith be paid over to the Clinic.
ARTICLE 4 - INDEPENDENT CONTRACTORS
4.1 _____________ NOT AN EMPLOYEE
______________ is not an employee of the Clinic and shall not be
entitled to receive from the Clinic any employment benefits whatsoever. The
Clinic shall not be required to make contributions for unemployment
insurance, Canada Pension, worker's compensation or other similar levies in
respect of the amounts to be paid to ______________ pursuant to this
Agreement.
4.2 ______________ SHALL NOT BIND CLINIC
______________ shall not, without the prior written consent of the
Clinic, enter into any contract or commitment in the name of or on behalf of
the Clinic or bind the Clinic in any respect whatsoever.
ARTICLE 5 - TERMINATION
5.1 OWNERSHIP OF FILES, ETC.
(1) All patient, medical and other records, reports and files which relate
to patients of ______________ shall at all times remain the property of
______________, such that:
(a) upon completion of the term of this agreement, in the event that
_________ chooses to practice elsewhere, the Clinic shall be entitled
to make copies of all patient files , charts and records at the
Clinic's expense and
(b) either party shall have access to such charts, records, reports and
files in the event that he is audited or becomes involved in a legal
proceeding to the extent reasonably required as a result of such audit
or proceeding.
ARTICLE 6 - GENERAL
6.1 BENEFIT OF THE AGREEMENT
This Agreement shall ensure to the benefit of and be binding upon the
respective heirs, executors, administrators, personal representatives,
successors and permitted assigns of the parties.
6.2 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties. There are no agreements
between the parties other than as expressly set out in this Agreement.
6.3 AMENDMENTS AND WAIVER
No modification of or amendment to this Agreement shall be valid or
binding unless made in writing and duly executed and delivered by both of the
parties.
6.4 ASSIGNMENT
______________ may not assign this Agreement or any of his rights or
obligations hereunder without the prior written consent of the Clinic. The
Clinic may assign this Agreement provided that the assignee or assignees
undertakes with the Clinic
to be bound by the provisions of this Agreement in all respects and to the same
extent as the Clinic is bound.
6.5 NOTICES
Any demand, notice or other communication to be given in connection
with this Agreement shall be given in writing by personal delivery, courier or
registered mail addressed to the recipient at the last known address of the
recipient.
6.6 SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.
6.7 EXTENDED MEANINGS
In this Agreement, words importing the singular number only shall
include the plural and VICE VERSA, words importing the masculine gender shall
include the feminine and neuter genders and VICE VERSA, and words importing
persons shall include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations and VICE VERSA.
IN WITNESS WHEREOF, the parties have executed this Agreement.
SIGNED, SEALED AND
DELIVERED in the presence of
Witness _________________
Witness DIRECTOR, OPERATIONS