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CONSULTING & SERVICES AGREEMENT

THIS CONSULTING & SERVICES AGREEMENT (“Agreement”) is made, entered
into, and effective as of ______________, 2011 (“Effective Date”), by and between Ben Okwara,
M.D., a South Carolina Physician, (hereafter the “Doctor”) and ALLIANCE CONSULTING
SERVICES, LLC, a California Limited Liability Company (hereafter the “Consultant”). Doctor and
Consultant are sometimes collectively referred to herein as the “parties” and sometimes singularly
referred to herein as the “party.”
RECITALS
WHEREAS, Consultant has specialized knowledge with respect to certain medical
administrative services, including but not limited to office management, billing, general regulatory
reporting, filing of claims and paperwork, administration, and general medical billing consultation
(collectively, the “Services”);
WHEREAS, Doctor is in the business of providing medical services (the “Business”)
and desires assistance from Consultant in performing the Services in accordance with the terms set
forth in this Agreement; and
WHEREAS, Doctor and Consultant hereby acknowledge that there are no other
existing relationships between the parties other than that which is created by this Agreement, and the
parties agree that nothing in this Agreement shall be construed as creating or referring to any other
relationship between the parties other than the relationship created by this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties hereto hereby agree as follows:
1.

Purpose of Agreement.

(a)
This Agreement shall commence as of the Effective Date and shall continue in full
force and effect until terminated pursuant to the terms hereof. Consultant shall perform the Services
for Doctor in accordance with the terms of this Agreement; provided, however, Doctor may request
additional services from time-to-time from Consultant, the terms of which shall be determined by
mutual consent of both parties.
(b)
During the Term of this Agreement, Consultant agrees to perform the Services
efficiently and to the best of Consultant’s ability. Consultant agrees to provide the Services and
perform Consultant’s duties in accordance with all federal, state, and municipal laws, regulations,
and ordinances relating to the practice of Consultant’s profession and laws governing the Doctor.
2.
Compensation. Doctor shall compensate Consultant for the Services rendered by
Consultant hereunder as described in Exhibit A attached hereto. There are no other promises of
compensation except as specifically described in this Agreement and the attached exhibit(s).

The term (“Term”) of this Agreement shall commence upon the Effective Date and shall expire at the conclusion of three (3) years (“Initial Term”). Doctor acknowledges and agrees to provide the following: (a) Sufficient factual information including but not limited to reports. psychologists. (4) If Doctor. enter a petition in bankruptcy. the nonbreaching party provides written notice to the breaching party detailing the breach. evaluations. Further. Doctor shall reimburse Consultant for reasonable and necessary expenses incurred by Consultant in connection with performing the Services. (2) If either party breaches any material provision of this Agreement. (b) Termination. (b) At his sole expense. shall automatically be deemed a breach of this Agreement for purposes of this Section. any fees or compensation owed by Doctor to Consultant through the date of such termination. FCEs. 4. This Agreement may be extended by written agreement or terminated as provided in this section of the Agreement. including but not limited to reimbursement for continuing education expenses. the contract will automatically be renewed for one (1) year terms unless written notice of termination is provide in accordance with this section. 5. Expenses. for any reason. this Agreement shall automatically terminate immediately. Occupational Therapists. for any reason. At the conclusion of the Initial Term. (3) In the event that Doctor shall. sufficient staffing and training to perform the medical care authorized by the agency or organization providing reimbursement. etc. test results. Upon any termination of this Agreement. Doctor’s Responsibility. counselors. then the non-breaching party shall have the right to terminate this Agreement. This Agreement shall remain in full force and effect until terminated for any reason as provided below: (1) Either party provides written notice of termination not less than ninety (90) days prior to the effective date of such termination. Doctor shall immediately pay to Consultant. Term and Termination. loses his license to practice medicine in North Carolina. and other travel and business expenses necessary to perform the Services. (c) Effect of Termination. professional license fees.3. without setoff or 2 . and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. Doctor agrees that the failure to timely pay compensation to Consultant as detailed in Exhibit A. in accordance with the terms of this Agreement. this Agreement shall automatically terminate. (a) Term. Examples of staff that may be required include but are not limited to Physical Therapists. professional liability insurance. and other records to Consultant to allow Consultant to obtain authorization for services from the agency or organization providing reimbursement.

internal forms. patient lists. patient information. firm. are owned by the respective party. Consultant and Doctor agree not to make use of. the parties agree as follows: (a) Definition of Trade Secret Information. marketing data. pro-formas. (c) Non-Disclosure and Non-Use Obligations. and software information and programs. or business except to the extent necessary to perform Consultant’s or Doctor’s duties under this Agreement. Billings. Collections. internal marketing materials. respectively. All Proprietary Information. (iv) training and educational materials. (d) Exclusions from Non-Disclosure Obligations. or was otherwise required by law. on audio or video tape. Consultant and Doctor agree to treat all Proprietary Information as confidential and will use reasonable care to protect all Proprietary Information. and the termination of this Agreement shall not relieve any party from any liability for any breach of this Agreement occurring prior to termination. Trade Secrets. balance sheets. (iii) programs or models using Consultant’s or Doctor’s data. 7. financial information. each party may gain access to the other party’s Trade Secrets and Confidential Proprietary Information (as defined below). prospective patient lists. or in any way disclose Proprietary Information to any person.recoupment for matters outside of this Agreement. patient files and records. (b) Definition of Proprietary Information. indemnification and limitations of liability shall survive termination of this Agreement. Consultant and Doctor acknowledge that during the Term of this Agreement. including but not limited to: (i) techniques. budgets. or electronically. income statements. Any additions or modifications thereto which 3 . whether stored in hard copy. The provisions of this Agreement relating to confidentiality. certain business methodologies of Doctor or Consultant. or (v) correspondence and other materials designated “Internal Use Only” (“Trade Secret”). The parties agree that all information which falls within the statutory definition of “Trade Secret” under the Uniform Trade Secrets Act. training materials and manuals. The parties agree that “Proprietary Information” shall mean technical and non-technical information including. Consultant agrees that all charges and accounts receivable for professional services rendered by Consultant pursuant to this Agreement shall be the sole and exclusive property of the Doctor. Proprietary Information. and Deposits. Each party agrees to notify the other party immediately of any unauthorized use or disclosure of Proprietary Information. With respect thereto. (ii) account or patient information learned by Consultant or Doctor as a result of Consultant’s or Doctor’s relationship with the other party. and Property of Doctor and Consultant. 6. and processes employed in Doctor’s Business or Consultant’s Services. Proprietary Information also includes any Trade Secret and the proprietary information of any third party who may disclose such information to Doctor or Consultant in the course of doing business. and any derivatives thereof. office management information. devices. regardless of the source. marketing strategies and methods. respectively. The above non-disclosure restrictions are inapplicable to the extent the communication is in response to a valid order by a court or other governmental body. ownership. disseminate. but not limited to. lists of business sources. (e) Ownership of Proprietary Information. business plans. which is not generally available to the public. and otherwise only as authorized in writing by Consultant or Doctor.

of any of the provisions of this Section. LOSSES. handheld electronic devices. without notice or the posting of any bond. in the event of termination of this Agreement. IT IS THE EXPRESS INTENTION OF 4 . xrays. equipment. including but not limited to all patient records. DEMANDS. handheld electronic devices. AND EMPLOYEES FROM THE CONSEQUENCES OF THE ACTIONS OR INACTIONS OF CONSULTANT. software. (h) Return of other Property of Doctor. 8. each party agrees to immediately return to the other party all Proprietary Information belonging to such party. equipment. computers.are created in whole or in part by the other party as part of the duties under this Agreement shall be and remain the property of the original party. JUDGMENTS. and Doctor hereby consents to the entry of an order granting such relief. WHICH RESULT. including but not limited to all patient records. IN WHOLE OR IN PART. and Consultant shall have the right. without notice or the posting of any bond. CONSULTANT HEREBY AGREES TO INDEMNIFY AND HOLD DOCTOR HARMLESS FROM AND AGAINST ANY CLAIMS. x-rays. AND EMPLOYEES ARE A CONTRIBUTING CAUSE OF ANY CLAIM OR CLAIMS. or disclosure of any such information throughout the Term of this Agreement and for a period of not less than two (2) years following the date of termination of this Agreement. or threatened breach. WHICH RESULT. credit cards. (f) Nondisclosure and Non-Use Period. in addition to any other right or remedy of any nature then or thereafter available to Doctor. and all copies thereof. Likewise. CAUSES OF ACTION. credit cards. FROM THE NEGLIGENT OR WILLFUL MISCONDUCT OF CONSULTANT. ATTORNEY'S FEES (COLLECTIVELY “CLAIMS”). to seek injunctive or other equitable relief from any court of competent jurisdiction. cell phones. INCLUDING WHERE CONSULTANT AND THEIR PARTNERS. DOCTOR HEREBY AGREES TO INDEMNIFY AND HOLD CONSULTANT HARMLESS FROM AND AGAINST ANY CLAIMS. access cards. BUT NOT LIMITED TO. FROM THE NEGLIGENT OR WILLFUL MISCONDUCT OF DOCTOR. Doctor will immediately return to Consultant all other property owned by Consultant. in addition to any other right or remedy of any nature then or thereafter available to Consultant. INVERSELY. access cards. to seek injunctive or other equitable relief from any court of competent jurisdiction. keys. software. cell phones. LIABILITIES. CAUSES OF ACTION. pagers. OR EXPENSES. DEMANDS. In the event of the termination of this Agreement. Consultant specifically agrees that in the event of a breach. COSTS. and Consultant hereby consents to the entry of an order granting such relief. keys. dissemination. BUT NOT LIMITED TO. INDEMNIFICATION. COSTS. and Doctor shall have the right. OR EXPENSES. pagers. INCLUDING. or threatened breach. LOSSES. and any electronically stored data. computers. and any electronically stored data. damages will not provide a sufficient remedy to Consultant. IT IS THE EXPRESS INTENTION OF CONSULTANT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN AGREEMENT TO INDEMNIFY AND PROTECT DOCTOR AND HIS PARTNERS. LIABILITIES. Doctor specifically agrees that in the event of a breach. (g) Injunctive Relief. AGENTS. ATTORNEY'S FEES (COLLECTIVELY “CLAIMS”). of any of the provisions of this Section. JUDGMENTS. damages will not provide a sufficient remedy to Doctor. INCLUDING. In the event of termination of this Agreement. data storage devices. AGENTS. IN WHOLE OR IN PART. Consultant will immediately return to Doctor all other property owned by Doctor. Consultant and Doctor agree to maintain all Proprietary Information in confidence and to use their best efforts to prevent use. data storage devices.

Calendar Days. (a) Mediation. or otherwise as agreed upon. special. provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of its use in the mediation. legatees. Independent Contractor Status. employees. shall be divided equally among the parties involved. termination. The preceding sentence shall not affect any restriction on assignment set forth elsewhere in this Agreement. The mediation fee. (b) Arbitration. Nothing in this Agreement shall be construed as creating an employer-employee relationship between Doctor and Consultant or any person operating under the direction of Consultant. Binding Effect. legal representatives. 9. even if advised in advance of the possibility of such damage. whether based on breach of contract. whether oral or written. conduct and statements. experts and attorneys. claim or controversy arising out of or relating to this Agreement or the breach. in any litigation or other proceeding involving the parties. 12. This Agreement shall be binding upon and inure to the benefit of the parties hereto. heirs. made in the course of the mediation by any of the parties. or date shall terminate on the close of business on that day or date and references to "days" shall refer to calendar days. All offers. if any. Limitation of Liability. AND EMPLOYEES FROM THE CONSEQUENCES OF THE ACTIONS OR INACTIONS OF DOCTOR. Mediation is a process in which parties attempt to resolve a dispute by submitting it to an impartial. and permitted assigns. All personnel of Consultant shall at all times remain exclusively its employees and shall not be deemed under any circumstances to be engaged in activities on behalf of the Doctor as an employee. incidental. including impeachment. and by the mediator are confidential. promises. 11. AND EMPLOYEES ARE A CONTRIBUTING CAUSE OF ANY CLAIM OR CLAIMS. AGENTS. AGENTS. Any dispute. 13. privileged and inadmissible for any purpose. successors. enforcement. In no event will Consultant be liable to Doctor for any indirect. which is not resolved 5 . INCLUDING WHERE DOCTOR AND HIS PARTNERS. warranty. or consequential damages. 10. The total liability of Consultant under this Agreement shall not exceed the total of the compensation paid by Doctor during the one-year period preceding the event leading to liability. Consultant shall at all times exercise independent professional judgment in providing the services contracted for hereunder. their agents. Close of Business. tort (including negligence) or otherwise. Unless the context otherwise requires. The parties agree to mediate any dispute or claim between them arising out of this Agreement before resorting to arbitration or court action.DOCTOR THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN AGREEMENT TO INDEMNIFY AND PROTECT CONSULTANT AND THEIR PARTNERS. neutral mediator who is authorized to facilitate the resolution of the dispute but who is not empowered to impose a settlement on the parties. their respective devises. period of days. all periods terminating on a given day. Disputes. including the determination of the scope or applicability of this Agreement to arbitrate. interpretation or validity thereof.

and enforcement and without giving effect to the principles of conflict of laws. demand. including all matters of construction. and may. Consultant and Doctor acknowledge that uses and 6 . if hand delivered. Sutherland Monroe.D. including. Choice of Law. or provisional remedies in aid of arbitration from a court of appropriate jurisdiction. and the requirements to enter into certain contracts with their “business associates. providing for access. including. Oklahoma. or forty-eight (48) hours after deposit in the United States mail. correctly addressed to: Ben Okwara. or Doctor without the prior written consent of the other party shall be invalid. firm. 16. 404 S. This Agreement may not be assigned by Doctor or Consultant without the prior written consent of the other party. before one arbitrator. enforcement of any arbitration award. and sent certified or registered mail. or other communication given pursuant to the terms of this Agreement shall be deemed given upon delivery. return receipt requested. and is therefore subject to the applicable requirements set forth therein. company. Judgment on the Award may be entered in any court having jurisdiction. accounting. any attempt to assign or transfer this Agreement or any of the rights conferred hereby. result in an incurable event of default resulting in termination of this Agreement and all rights hereby conferred. Except as set forth above. but not limited to. This Section shall not preclude the parties from seeking restraining orders. North Carolina 28112 Alliance Consulting Services. CA 94608 15. Assignment. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the state of Oklahoma. injunctions. LLC 4 Admiral Drive. by judicial process or otherwise. Any notice. Notices. Consultant and Doctor are knowingly and voluntarily giving up the right to a jury trial regarding any disputes between the parties within the scope of their voluntary agreement for final binding and confidential arbitration. to any person. postage prepaid. request. provided. and Secretary access.through mediation shall be determined by arbitration in Oklahoma County. Consultant and Doctor understand and agree that under this arbitration provision.” as that term in defined under HIPAA. 14. however that this Agreement may be assigned without consent to a subsidiary or affiliate of Doctor or Consultant. except that an assignee of Doctor must be properly licensed in accordance with current law. validity. performance. mitigation. at the option of such other party. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in a manner consistent with Oklahoma law. The parties acknowledge and agree that Doctor is a “Covered Entity” as that term is defined under the regulations implementing the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (the regulations and statues are hereinafter referred to as “HIPAA”). B339 Emeryville. but not limited to: certain limits on uses and disclosures of protected health information (“PHI”). 17. The parties submit to the jurisdiction of the courts of the state of Oklahoma or a federal court empanelled in such state for the resolution of all legal disputes arising under the terms of this Agreement. M. HIPAA Authorization. amendment.

7 .000. No change. Captions. Severability. written.000. and supersedes all prior and existing negotiations. between and among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. 22.000 per occurrence and $3.000 in the aggregate. enlarge. limit. or healthcare operations related communications under HIPAA and therefore the parties are not required to enter into a “business associate” agreement. Entire Agreement.000 in the aggregate.disclosures of PHI under the terms and conditions of this Agreement may be characterized as treatment. modification. payment. 19. Notwithstanding the foregoing. representations. Professional liability/ medical malpractice insurance of not less than $1. contains the entire agreement of the parties. finder's fee. 25. by written notice to the other: (a) Waive any of the conditions to its obligations hereunder or extend the time for the performance of any of the obligations or other actions of the other. each of which shall be deemed an original. 18. or understandings.000. Counterparts. If any provision of this Agreement is unenforceable. but all of which shall together constitute one and the same instrument.000. or amendment to this Agreement shall be valid unless in writing and signed by all parties hereto. 21. 24. Waiver. or other commission due relative to this Agreement. Except as provided herein. 23. There are no representations. Consultant shall comply with confidentiality. such provision shall be deemed stricken and shall not affect the enforceability of any other provisions of this Agreement.000 per occurrence and $3. Negotiations. Modification. or agreements and all other oral. including without limitation HIPAA. agreements. and shall not affect this Agreement or the construction of any provisions herein. 20. All negotiations relative to this Agreement have been completed. There are no brokerage. Either party may. Insurance. addition. or other communications between them concerning the subject matter of this Agreement. The captions in this Agreement are inserted only as a matter of convenience and for reference and shall not be deemed to define. This Agreement may be executed in one or more counterparts. and has had ample opportunity to have this Agreement reviewed by an attorney. arrangements. Consultant and Doctor have reviewed and understand the terms of this Agreement. this Agreement. oral or written. invalid. or describe the scope of this Agreement or the relationship of the parties. Doctor shall maintain the following insurance continuously and throughout the Term of this Agreement: General liability insurance of not less than $1. including exhibits. or violates applicable law. medical records and other applicable laws and regulations with regard to any and all information directly or indirectly accessed or used by Consultant and their personnel.

or (d) Waive or modify performance of any of the obligations of the other. Whenever the context so requires. Not for the Benefit of Creditors or Third Parties. the prevailing party shall be reimbursed for all reasonable expenses incurred in resolving such dispute. in any one or more instances. the masculine shall include the feminine and neuter. This Agreement is not intended for the benefit of creditors of the parties or other third parties and no rights are granted to creditors of the parties or other third parties under this Agreement. be deemed to have accepted. whether by conduct or otherwise. who is a minor. agree to execute and/or deliver from time to time such other and further instruments and documents as may be necessary or convenient to the fulfillment of these purposes. or condition of this Agreement. The provisions of this Agreement are intended only for the regulation of relations among the parties. shall be deemed to be or construed as a further or continuing waiver of any such term. Time Is of the Essence. 26. if a dispute should arise between the parties including. including reasonable attorneys’ fees exclusive of such amount of attorneys’ fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. or acted in reliance upon this Agreement. Pronouns. (c) Waive compliance with any of the covenants contained herein. Attorneys’ Fees. and the singular shall include the plural. 30. Under no circumstances shall any third party. Additional Documents. Except as otherwise provided herein. or condition of this Agreement. but not limited to arbitration. 28. provision.] 8 . 27. Time is of the essence of and under this Agreement. The parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and to that end.(b) Waive any inaccuracies or representations of the other party contained in this Agreement or any document delivered pursuant to this Agreement. and conversely. 29. No waiver of any term. [The remainder of this page is left intentionally left blank. provision. adopted.

DOCTOR: BEN OKWARA.D. By: __________________________________ Ben Okwara. LLC By: __________________________________ 9 . the parties hereto have caused this Agreement to be duly executed as of the Effective Date.D. CONSULTANT: ALLIANCE CONSULTING SERVICES. M. M.IN WITNESS WHEREOF.

and shall receive fifteen percent (15%) of all monies received from said billing activities. and shall receive fifteen percent (15%) of all monies received from said billing activities. Finally. Doctor shall pay a fee of Ten Thousand Dollars ($10.000. In the event this Agreement terminates. Consultant shall perform all billing generated by the providers recruited by Consultant. 10 .EXHIBIT A COMPENSATION Doctor shall compensate Consultant for the Services rendered by Consultant as follows: Doctor shall pay a fee of Five Thousand Dollars ($5. Said amount is payable no later than ten (10) days from the date the individuals begin work for the Doctor. Said amount is payable no later than ten (10) days from the date each individual begins work for Doctor. Doctor shall pay Consultant at a rate of Four Hundred Fifty Dollars ($450.00) per hour for work done by Consultant in accordance with this Agreement. Such amount shall be paid monthly upon receipt of monies resulting from Consultant’s Services. Said amount will include any and all monies received by Doctor resulting from Consultant’s Services regardless of the date the monies are received. In addition. Doctor shall pay to Consultant.00) to Consultant for every Physical Therapist and Physical Therapist Assistant recruited by Consultant. Consultant shall continue to receive fifteen percent (15%) of the gross receipts received by Doctor resulting from Consultant’s performance under the contract for a period of three (3) years.000. Consultant shall perform all billing generated by the providers recruited by Consultant.00) to Consultant for every Medical Doctor recruited by Consultant. as compensation for billing and consulting services. Said amount is payable bimonthly and within five (5) days of Consultant providing a written statement of hours worked. fifteen percent (15%) of all monies received by Doctor from billing.