physician resource contract 2009

8/2/2019 Physician Resource Contract 2009

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CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the "Agreement") is made and entered intoeffective the is t d a yo fO c t ob e r ,2 00 9( " Ef f ec t iv eD at e" ),byandbetweenPhysicianResource

Network ("Contractor"), and Tarrant County Hospital District d/b/a WS Health Network, a unit

of local government and more specically a county hospital district, created and operating underChapter 281 of the Texas Health and Safety Code ("District"), The District and Contractor maybe referred to individually as a "Party" to this Agreement and they may be referred tocollectively as the "Parties" to this Agreement.

RECITALS

WHEREAS, the District, in furtherance o f its statutory obligations to provide health careservices to the indigent and needy residents of Tarrant County, Texas, owns and operates a fullyaccredited, integrated health delivery system that includes one 530 bed hospital in Fort Worth,Texas, one 30 bed hospital in Arlington, Texas and approximately 35 clinics that provideadditional sites o f services located throughout and serving the residents o f Tarrant County,Texas;

WHEREAS, the District seeks the services o f Contractor to provide a District-widephysician needs assessment to create an effective manpower planning process and to provide theDistrict with professional services to improve recruitment for the District's Family MedicineResidency Program; and

WHEREAS, Contractor has presented a proposal to provide strategic planning for theDistrict's medical staff development through an ongoing engagement to develop and enhance theDistrict's manpower planning processes; and to provide professional services that will enable theDistrict's Family Medicine Residency Program to enhance its residency recruitment capabilities,provide better access to medical care and promote economic development for rural communities,and provide fmancial incentive for graduating medical students and residents who pursue family

medicine practice in a rural Texas community; andWHEREAS, Contractor has developed and maintains the expertise and resources necessary

to perform and complete the Services and Work (dened below); and

WHEREAS, Contractor is qualied to do business in the State of Texas, and is qualiedand capable of performing and-completing the Services and Work; and,

WHEREAS, Contractor desires to provide the Services and Work as so required by theDistrict, and the District desires to contract with Contractor for the Services and Work to beprovided and completed in accordance with Schedule 1 - Scope and Services and Work.

Now, THEREFORE, for and in consideration o f the mutual covenants and conditionshereinafter contained, and for other good and valuable consideration, the receipt and sufciencyof which is hereby acknowledged by the Parties, the District and Contractor hereby agree asfollows:

1. Se r v ic e s and Work to be Performed; Applicable Standards. Contractor shallperform and complete the Services and Work as set forth and described in Schedule 1 - Scopeof Services and Work (collectively the "Services and Work"), which is attached hereto and


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incorporated by reference herein. Contractor shall perform and complete the Services and Workin accordance with this Agreement, specically including but not limited to Schedule 1 - Scopeof Services and Wor k, and using industry best practices applicable to the performance of theServices and Work. Furthermore, Contractor shall use qualied personnel to perform andcomplete the Services and Work in a diligent, professional and workmanlike manner.

2. F e e s for Services Performed. The District shall pay to Contractor fees for theServices and Work performed and the reimbursable expenses incurred by Contractor under thisAgreement as set forth in Schedule 2 - Fees and Expenses, which is attached hereto andincorporated by reference herein.

3. T e r m and Termination. The Parties agree that this Agreement shall continue untilsuch time as Contractor has completed performing the Services and Work as required by thisAgreement as set forth in Schedule 1 - Scope of Services and Wor k . T h e term o f thePHYSICIAN MANPOWER PLANNING TRAIN ING SERVICES an d th e F AM IL YMEDICINE RESIDENCY PROGRAM ENHANCEMENT SERVICES shall be for one (I) year,commencing at 12:00 a.m., October I , 2009 and ending at I 1:59 p.m., September 30, 2010.

Either Party may terminate this Agreement for cause upon a material breach by the other Party ofits obligations hereunder, which breach is not cured within fteen (15) days after the breachingParty is given a Notice of Material Breach (dened below). A "Notice of Material Breach"means written notice that includes in all capital letters "NOTICE OF MATERIAL BREACH"and also includes: ( i) specic details identifying the material breach; and, ( ii) the notifyingParty's specic recommendations of actions to be (or if appropriate, not to be) taken by the otherParty in order for it to cure the breach. The District, in its sole discretion, shall have the right toterminate this Agreement without cause and for no reason or any reason at any time prior to suchcompletion of the Services and Work by giving Contractor sixty (60) days prior written notice ofsuch termination (hereinafter referred to as "Ear ly Termination"). I n the event o f EarlyTermination, the District agrees that it will pay all fees due to Contractor under Section 2 hereoffor all Services performed by Contractor up to and including the date of termination. The Districtalso shall reimburse Contractor for all expenses incurred by Contractor in the performance ofServices hereunder and which are or would be due to Contractor under Paragraph 2 hereof ifEarly Termination had not occurred. Contractor acknowledges and agrees that in the event ofsuch Early Termination, Contractor will not perform any unnecessary part of the Services andWork nor will it incur any unreasonable expenses, but it will perform only those Services andWork and incur only those expenses necessary to ful ll its obligations under Section 1 hereofand this Section 4. Nothing set forth herein shall limit the District's rights or remedies.

4. Mis c ellane ous . Additional terms and conditions are set forth in Schedule 4 -Standard Terms and Conditions, whic h is attached hereto and incorporated by referenceherein.

SIGNATURE PAGE TO FOLLOW

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fN WITNESS WHEREOF, the Parties hereto have executed th is Agreement, i n duplicateoriginals with one original being delivered to each Party, to be effective on the Effective Date.

Contract D i s t r i c t :

Physi

By.

Date:

e: riaTmitA B y :itle:Princi N a m e : , R o b e t t Earley

,2009

3

Tarrant County Hospital District,d/b/a RS Health Network

Date:

Title: President and CEO

Z -14t :)

(1,2009


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Schedule 1 Scope of Services and Work

I. PHYSICIAN MANPOWER PLANNING TRAINING SERVICES

TERM: One (I) Year from Effective Date of Agreement.A. D I S T R I C T S TAF F T R AI NI NG O N H O W T O C R E AT E ST RAT EG ICPLANNING FOR MEDICAL STAFF DEVELOPMENTContractor will work with Districtand in particular the District's Exectutive V.P. o f Medical Affairs and designated Districtrepresentative(s) to train the appropriate District personnel to create a strategic plan for thedevelopment of the District's medical staff and to continue such training on an ongoing basisthroughout the term of this Agreement. O n a monthly basis during the term o f this Agreement,Contractor shall provide the District's Executive V.P. of Medical Affairs, and such other DistrictExecutives designated by the District's Executive V.P. o f Medical Affairs with an oral report ofthe Contractor's strategic planning for medical s taff development training efforts. Contractorshall provide a template Medical Sta ff Development Plan for the Distric t's use based on

Contractor's previous medical s taff development engagement with the District. T he strategicplanning for medical staff development training provided by Contractor will clearly address thephysician manpower planning needs o f the District in all respects, including but not limited tothe following information and detail:

Physician Needs AssessmentOIdentify and dene current and projected medical service area population and

demographics,o Identify current and projected "community need" for physicians based on:

Recommended industry standards Regional comparisons by specialty Inpu t and recommendations from existing medical staff

o Prepare comprehensive service area physician inventory based on: Specialty Status of Board Certication Age GenderaH os pital Privileges

Medical Staff Opinion Research and Reportso Level of satisfaction with District facilities.o Suggestions for improvement.OComparison of services with competing hospitals/facilities.OMedic al staff input needed to dene physician recruitment goals.o Targeted information as needed by District.o Personal interviews with medical staff, as needed.o Discover information physicians are reluctant to directly share with District

leaders,

Comparative Analysis

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o Demonstrate the District's existing physician availability, by specialty, for servicearea compared to:

County( ies) State Natio n

Recruitment Schedule

ORecommend physician recruiting schedule. Se t forth timeline for need of additional physicians Pr ioritiz ed by specialty based on:

Community need Profess ional support Ant ic ipated attrition due to:

o Retiremento Diminishing practice hours, etc.

Targeted Needso T arget the District's specic areas of interest or concern.

Examples: A g in g medical staff and its impact on ER call. Ideas for better physician retention.

FAM ILY MEDICINE RESIDENCY PROGRAM ENHANC EMENTSERVICES

TERM: One (1) Year from Effective Date of Agreement.

A. C O A L S

Improved Residency Recruitment for the District

Provide the District's Family Practice Residency Program ("Program") with a tool to distinguishitself from all competing training programs and improve the Program's ability to select thehighest caliber medical school graduates to train for rural family practice.

Def ter Access to Care for Rural Communities and Local Economic Development

Accommodate a critical need for family physicians in rural communities by providing them withcomprehensively trained family physicians willing to serve the medical needs of their residents.

Financial Help for Graduating Medical Students Who Pursue Family MedicineTraining and Practice in a Rural Community

Facilitate the process for selected medical students to pay off their medical school loans,provided they choose the District for their residency, and commit to serve in a rural communityfor a dened period of time upon completion of their residency training.

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B. D E V E L O P M E N T

Statewide Organizations

Consultant will consult with and seek the support of the Texas Organization of Rural andCommunity Hospitals, the rural section of the Texas Hospital Association, the Texas Academyof Family Physicians, and any other appropriate organization to target suitable rural communitiesto pursue for participation in the p r o p-a m . A d d i t i o n a l l y ,C o n s u l t a n tw i l la n a l y zea n di d e n ti f y

which communities have the best hospitals and ancillary facilities to accommodate familyphysicians.

D is tr ic t' s Family Practice Residency Program

Consultant will work with the Program and the District to identify the number of positions thatmay be dedicated to the Program on a per year basis, and help create the guidelines necessary to

implement within the Program:Examples of decisions that must be made include:

Determination of the amount of money that should be set aside for loan repayment;

Determination of how much money should be set aside to offset salaries to be paid to theresidents;

Determination of how much time the resident would spend in the host community whilein residency;

Determination of what resources are required to support rotations in the host community;and,

Determination of whether or not current residents might have an interest in participating.

Legal/ Business Considerations

Consultant, in concert with District's legal counsel, will assist dening and outlining necessaryapplications and/or necessary legal instruments to be developed for screening applicants, as wellas agreements to be developed for use among the resident, Program, and the host community.Additionally, consideration should be given and decisions made regarding other factors such as:

Identify ing and establishing nancial instruments that might be used by the hostcommunities to nance loan repayment and monetary sponsorship during the resident'straining;

Determining i f "stop loss" insurance is necessary to cover the residency and hostcommunities if contracted physician(s) fail to honor their agreements,

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Researching the proper vehicle(s) to support the physician's medical practice once he/sheis practicing in the host community (e.g., existing physician directed not-for-protmedical group, or develop a new physician directed not-for-prot medical group, and/orhow might an existing medical group or practice in the host community be utilized, etc.)

H o s t Communities

Once communities have been identied, Contractor will contact the hospital administrator, citymanager, and appropriate business leaders to introduce the concept, present the benets of suchan arrangement, and assess their level o f interest. I f necessary, Contractor may conduct aPhysician Needs Analysis to verify community need for additional physician(s), or justicationto recruit additional physician(s), and assess the facilities available to support a new physician.Additionally, it is estimated that from one to three (possibly more) presentations will be requiredin each potential host community for promoting the concept and closing the deal.

C. E S T I M A T E D PROJECT SCHEDULE

Project Research and Organization

Contractor estimates that it will take 60 days to conduct required research and organize an initialeffort.

Identication of Community Partner

Depending upon the number of communities identied and the number of residency positions tobe simultaneously targeted for this effort, Contractor estimates 90 to 120 days per location toidentify suitable communities, assess the need for additional physician manpower as well asexisting and planned medical facilities, pitch and sell the concept, and secure a commitment fromeach community. Multiple locations may be promoted simultaneously.

Identication of Medical Student/Resident Partners

Identify current rst and second year residents who may wish to participate in the placementprogram, and initiate interviews. Assist the Program to identify graduating medical students whomay wish to participate. Arrange for interview with the Program and, i f accepted, arrange forinterview with and introduction to participating community(ies). The estimated time required forthis process will range between 60 - 120 days.

Medical Student I Resident / Community Agreement

Facilitate formal Letter of Agreement between each community and the District to coincidewith Medical Student/Resident/Community Agreement. W or k with legal counsel to facilitateagreements between the involved parties and selected graduates and residents.

Evaluation/Assessment of Efforts


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Follow through with contact for each successful student and/or resident and community contactsto evaluate the process and measure outcomes. Rev iew evaluations with all interested parties.Determine if and how the project may be improved, revised, or curtailed 30 days.

Total estimated timeline is twelve months. This may vary depending upon how many positionsare simultaneously developed. Should this time vary, additional time may be added to the termof the engagement through the additional services and work process set forth in Schedule 4.

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Schedule 2 Fees and Expenses

I. Physician Manpower Planning Training Services

A. A g r e e d Price for Physician Manpower Planning Training Services.

Fees are Two Thousand Dollars ($2,000) a month for physician manpower planningtraining services for a period of twelve months f o r an amount not to exceed TwentyFour Thousand Dollars ($24,000) ("Physician Manpower Planning Training Fees"). Alltelephone and email support necessary for the aforementioned services is included in thePhysician Manpower Planning Training Fees.

B. C a p s on Fees and Expenses.

Contractor has agreed that the:

a. Tot al Fees payable by the Distr ict for the Services and Work will not exceed$24,000.00 ("Car) on Total Fees"); and,

b. There will be no Expenses payable or reimbursable by the District in associationwith the Physician Manpower Planning Training Services.

c. Total Fees and Total Expenses together for Physician Manpower Planning TrainingServices shall not exceed $24,000.

C. P a y m e n t Deadlines.

Contractor shall invoice the District for reimbursable Expenses and District shallreimburse Contractor for those reimbursable Expenses that have been reasonablydocumented pursuant to District policy. Dis tr ic t shall reimburse Contractor within 30business days o f receipt o f invoice for Expenses from Contractor insofar that suchreimbursement does not exceed the agreed upon Cap on Total Expenses.

Contractor shall invoice the Distric t fo r the Total Fees following the satisfactoryconclusion of the Services and the District shall pay the amounts invoiced within 30business days of receipt; provided, however, that the District shall not be invoiced andshall not owe Contractor in excess of $24,000 for Total Fees and Expenses.

Family Medicine Residency Program Enhancement Services

A. A g r e e d Price for Family Medicine Residency Program Enhancement

Services.Fees are Ten Thousand Dollars ($10,000) a month for Family Medicine ResidencyProgram Enhancement Services for a period of twelve months f o r an amount not toexceed One Hundred Thousand Dollars ($120,000) ("Family Medicine ResidencyProgram Enhancement Fees"). The Family Medicine Residency Program Enhancement

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Services shall be provided for a minimum of thirty (30) hours per week during thisengagement. All telephone and email support necessary for the aforementioned servicesis included in the Family Medicine Residency Program Enhancement Fees.

B. C a p s on Fees and Expenses.

Contractor has agreed that the:

a. Tot al Fees payable by the District for the Services and Work will not exceed$120,000.00 ("Cap on Total Fees"); and,

c. Total Expenses payable or reimbursable by the District will not exceed an amountequal to 23% of the total Fees billed to the District at any point in time and in noevent will exceed an amount equal to 23% of the Cap on Total Fees, or $28,290("Cap on Total Expenses"). Out-of-Pocket expense billings wil l be accompaniedby supporting documentation including a schedule by traveler of the dates oftravel, dates onsite at District, and summary of expenses by specied categoriescross-referenced to the supporting documentation that includes copies of receiptsfor all items. Reimbursement for all expenses shall be subject to District policiesand reimbursable amounts shall be in keeping with the most recent standards setforth by the United States Ofce of General Accounting.

c. Total Fees and Total Expenses together shall not exceed $148,290.

C. P a y m e n t Deadlines,

Contractor shall invoice the District for reimbursable Expenses and District shallreimburse Contractor for those reimbursable Expenses that have been reasonablydocumented pursuant to District policy. Distric t shall reimburse Contractor within 30business days of receipt of invoice for Expenses from Contractor insofar that suchreimbursement does not exceed the agreed upon Cap on Total Expenses.

Contractor shall invoice the Distric t fo r the Total Fees following the satisfactoryconclusion of the Services and the District shall pay the amounts invoiced within 30business days of receipt; provided, however, that the District shall not be invoiced andshall not owe Contractor in excess of $148,290 for Total Fees and Expenses.

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Seasoned Expertise

Physician Recruitment

Schedule 3

ABOUT PHYSICIAN RESOURCE NETWORK

Physician Resource Network was established in 1984 to serve hospitals and physicians in Texas.

The principals have 60 years of combined experience working with and are known and respected

by physicians and hospitals throughout the state. Services offered have included:

Recruitment of hundreds of physicians to communities throughout the State of Texas,

Appr aisal and brokerage of medical practices,

Medic al practice management consulting,

Strategic planning for medical staff development, and

Educational presentations to physician training programs and professional organizations.

Vicki Truitt

3 7 years working with physicians and hospitals beginning at John Peter Smith Hospital,

Fort Worth and Parkland Memorial Hospital, Dallas.

Prev iously Certied by the American College of Medical Staff Development.

Jim Truitt 2 5 years consulting for hospitals and physicians in Texas.

Experienced management consultant for major corporations.

Degree in business administration from Southern Methodist University.

Over the past 25 years PRN has recruited hundreds o f physicians and placed them in

communities throughout the state. P R N recruited 84 physicians across a broad spectrum o fspecialties for the Tarrant County Hospital District during the 1990s. A signicant number o f

our assignments over the years have been focused on the recruitment o f family physicians in

rural communities (Dalart, Pampa, Shamrock, Paris, Denison, San Augustine, Athens, Graham,

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Eastland, Colorado City, Monahans, Rockdale, Smithv ille, Kennedy, etc.) I n many cases we

recruited several Physicians to a single community.

Medical Practice Appraisal and Brokerage

During the late 1980s and early 1990s we appraised and brokered some 25 medical practices.

Several of these practices were located in rural communities, including three in Graham, Texas.

We also appraised some 50 medical practices during the same period.

Medical Practice Management Consulting

During the 1990s we offered management consulting to small and medium-sized group medical

practices. We did not provide day-to-day services, but focused on assisting groups to resolvechronic billing and collection issues, preparing to expand service, and assessing when and where

to locate additional practice sites.

Strategic Planning for Medical Staff Development

Physician Resource Network, i.e., Jim and Vicki Truitt are known throughout the State for

offering comprehensive strategic planning consulting services in the areas of:

Comprehensive Physician Needs Assessments;

Physician Surveys;

Comparative Analyses (of hospital facilities and services in common markets);

Detailed proles and analysis of the physicians practicing within a medical service area

Targeted studies focusing in on specic areas of interest or concern by hospital

administration

Educational Presentations

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Over the years PRN has provided educational presentations to physician training programs and

professional associations. F or several years we provided presentations on an annual basis to the

following physician training programs:

T e x a s Tech Amarillo, Lubbock, and El Paso

U T Houston Baytown U T Southwestern Dallas

W S Fort Worth

U T H S C Houston

U T H S C San Antonio

U T S W M C Waco

C e n t r a l Texas Medical Foundation Austin

U T H S C - S A Corpus Christi

U N ' H i S C Fort Worth

B a y l o r Houston

T e x a s A&M, Scott & White Temple

U T S W M C Wichita Falls

Professional associations to whom we have made presentations include:

Texas Hospital Association

Texas Organization of Rural and Community Hospitals

Tex as Pediatric Society

Texas Academy of Family Physicians

Texas Academy of Family Physicians Resident Section

Texas Society of Hospital Financial Executives

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Schedule 4 - Standard Terms and Conditions

Additional Services

In the event the District needs services that exceed the scope of the Services and Work

("Additional Services and Work"), the District may make a written request for a Proposal(dened below) from Contractor. I n a reasonable period o f time following receipt of suchrequest, Contractor shall deliver to the District a Proposal that is responsive to such request, TheParties anticipate that, in the absence o f unusual circumstances, one week is more than areasonable period of time for delivery of a Proposal. In the event the Proposal is acceptable to theDistrict, a written amendment that specically refers to this Agreement and is signed byauthorized ofcers of each of the Parties ("Amendment") shall be prepared for signature by theParties prior to commencement of any Additional Services and Work. Only an Amendment shallobligate the Parties concerning or related to any Additional Services and Work. The fees andexpenses payable or reimbursable by the District for Additional Services and Work shall bespecied in each Amendment. The District is not obligated to accept any Proposal for AdditionalServices and Work. A "Proposal" means a written proposal by Contractor to provide AdditionalServices and Work, including a detailed description of the Additional Services and Work to beprovided by Contractor and the following additional information: ( i) proposed dates fo rcommencement and completion o f the Addit ional Services and Wor k to be provided byContractor; (II) proposed roles and responsibilities for the Parties; and, (iii) the costs to beincurred by the District, including identication of the Contractor's fee and any out-of-pocketexpenses to be borne by the District.

Condentiality and RIPAA

The District may disclose to Contractor in condence or otherwise make available toContractor certain material whic h is not generally known t o the public ("CondentialInformation"), including, but not limited to , information pertaining to : research; pricing;procurement; distribution; personnel; compensation; nancial statements or projections; businessplans; contracts; systems development and implementation; sc ientic and mathematicstechniques; infrastructure and technical conguration; security policies; methodologies andimplementations; intellectual property; trade secrets; inventions; marketing plans; existing andpotential clients, customers, patients, suppliers, vendors and other business relationships; andother information provided, delivered or made available by the District or otherwise accessible toContractor.

Contractor agrees to hold in condence all Condential Information and to use suchinformation only for the purpose o f performing and completing the Services and Work for theDistrict. Furthermore, Contractor will protect the Condential Information received under thisAgreement in the same manner and to the same extent to which it protects its own valuableproprietary information, but in all events using at least a reasonable standard of care. Contractor

may not make any copies of the Condential Information except in the course and scope ofperforming and completing the Services and Work and a ll Condential Information (includingbut not limited to all copies thereof) shall be promptly returned by Contractor to the District uponthe termination or expiration of this Agreement, or sooner if demanded by the District.

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The condentiality obligations of this Agreement shall not apply to information: (a) inContractor's possession prior to disclosure under this Agreement unless disclosed to Contractorby the District under a prior agreement with the District for condentiality or non-disclosure("Prior NDA"), (b) which is or becomes publicly known through no fault on the part ofContractor, (c) received from a third party not under an obligation to the owner o f suchinformation not to disclose it, (d) independently developed by Contractor without the benet ofthe information disclosed under either a Prior NDA or this Agreement (as to which Contractorhas the burden o f proof), (e) required to be disclosed by government regulation, statute, orjudic ial order, provided that prior to such disclosure and if reasonably possible, Contractor willinform the District of such requirements and permit the District to seek a protective order orother relief regarding such information, or (f) disclosed without condentiality restrictions to anythird party by or with the express permission of the District. The condentiality obligations ofthis Agreement shall survive the termination or expiration of this Agreement.

The Parties acknowledge the existence of applicable legal requirements pursuant to thefederal Health Insurance Portability and Accountability Ac t o f 1996 and the regulationspromulgated thereunder (collectively "HIPAA"). Attached to and incorporated in this Agreementis Ex hibit "4- A" which is the District's standard Business Associate Insert for Services

Agreement ("BAISA"). Contractor acknowledges that for all purposes under the BAISA and thisAgreement, the District is a "Covered Entity" and Contractor is a "Business Associate".Furthermore, Contractor agrees to comply with and satisfy all of the terms and conditions of theBAISA applicable to a Business Associate. Any violation of or failure to satisfy the terms andconditions of the BAISA shall be a breach of this Agreement.

This Section o f Schedule 4 t itled "Condentiality and HIPAA" and the BAISA shallsurvive the termination or expiration of the Agreement.

Conict of Interest and Ethics

Contractor acknowledges the existence of and its compliance with:

(1) T h e District's Compliance Plan ("Compliance Plan"), including theCompliance Policies set forth therein ("Compliance Policies"); and,

(2) T h e District's Code of Conduct and Ethics ("Code").

The Compliance Plan, Compliance Policies and Code are incorporated herein for allpurposes. Contractor acknowledges and agrees that it will abide by the Code and the CompliancePolicies. Any violation by Contractor, including any o f its ofcers, directors, employees,contractors or agents, o f the Code or the Compliance Policies shall b e a breach o f thisAgreement.

Contractor agrees that in the event Contractor has or obtains any information concerning

the following matters, it will immediately report same in writing to the District:(a) Contrac tor , including any of its ofcers, directors, employees, contractors

or agents, becoming a target o f any c riminal investigation o r anyinvestigation that could result in debarment or exclusion from federally orstate funded healthcare programs; and/or

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(b) C ontr ac tor , including any o f its ofcers, directors, employees, contractorsor agents, violating the Compliance Policies or the Code.

Furthermore, Contractor represents that it has never been:

(i) c o n v ic t e d of a criminal offense;(ii) l i s t e d by a federal agency as debarred, excluded or otherwise ineligible for

federal plan participation;(iii) sanc tioned by any federal or state law enforcement, regulatory or licensing

agency; or,(iv) ex c lu ded from any state or federal healthcare p r o p-a m .till further, Contractor represents to the District that Contractor, including any o f its

ofcers, directors, employees, contractors or agents, is not currently under criminal investigationor any investigation that could result in debarment or exclusion from federally or state fundedhealthcare programs.

Still further, Contractor represents to the District that none of Contractor's ofcers,

directors, shareholders (excluding shareholders that own less than 5% of the combined votingpower of Contractor), employees, contractors or agents, has ever been:

(as) c onv ic ted of a criminal offense that is a felony or a misdemeanor of moralturpitude;

(bh) l i s t e d by a federal agency as debarred, excluded or otherwise ineligible forFederal plan participation;

(cc) sanctioned by any federal or state law enforcement, regulatory or licensingagency; or,

(dd) excluded from any state or federal healthcare program.

In the event that any of the foregoing representations ceases to be true, Contractor w illimmediately report same in writing to the District.

Upon receipt of any report required by Contractor hereunder or in the event of a failure toreport by Contractor, the District may without penalty terminate this Agreement and other thanthe payment of any amounts due and owing through the date o f termination, the District shallhave no further obligations or liabilities hereunder.

Additional Provisions

Work Product and Inventions. A l l materials and/or other information developed, generated orproduced, in whole or part, by Contractor (including the employees, independent contractors oragents of Contractor) in performing and completing the Services and Work including, but notlimited to, all documentation, ow charts, diagrams, specications, descriptions, denitions,reports, and data (collectively, the "Work Product") and any invention, product, computerprogram or specication, whether patentable or tmpatentable, made, conceived or rst actuallyor constructively reduced to practice, in whole or part, by Contractor (including the employees,independent contractors or agents of Contractor) in performing and completing Services and

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Work (individually, an "Invention" and collectively, the "Inventions"), shall be the District's soleand exclusive property. Contractor shall perform all acts that may be deemed reasonablynecessary or desirable by the District to evidence that the Work Product and Inventions are'works made for hire' and/or to more fully transfer ownership to the District of the Work Productand Inventions.

Contractual Relationship Only. Neither Party is the legal representative or agent of the other,nor shall either Party have the right or authority to assume, create, or incur any liability or anyobligation of any kind, expressed or implied, against, or in the name of or on behalf of the otherParty. No agency, partnership, join t venture, or employment is created as a 'result o f thisAgreement, Furthermore, the Distr ict shall not be responsible for paying or withholding anytaxes, fees or other amounts, with respect to the amounts paid to Contractor or for paying anycompensation or benets to or providing insurance for any o f Contractor's employees orcontractors. Contractor agrees to defend, indemnify and hold harmless the Distr ict, and itsmanagers, directors, ofcers, employees, agents, and representatives, against any and all losses,liabilities, claims, allegations, demands, causes of action, judgments, awards and costs (includingbut not limited to legal fees and expenses) (collectively "Claims") arising out of or related to theemployment o r contract relationship o f any o f Contractor's employees and independentcontractors including but not limited to Claims for salary/wages, vacation pay, sick leave,retirement benets, social security, worker's compensation, health o r disability benets,unemployment insurance benets, or employee compensation or benets of any kind.

Assignment Prohibited. Contractor may not, without the prior written consent of the District,assign its rights, duties or obligations under this Agreement to any person or entity, in whole orin part, and any attempt to do so shall be void and deemed a material breach of this Agreement,

Waiver. N o waiver of any provision hereof or of any right or remedy hereunder shall beeffective unless in writing and signed by the Party against whom such waiver is sought to beenforced. No delay in exercising, no course in dealing with respect to, or no partial exercise ofany right or remedy hereunder shall constitute a waiver of any other right or remedy, or futureexercise thereof. No failure or refusal of any approval referenced in this Agreement shall excuseor relieve the performance or other responsibilities of the other Party.

Severability. Without limit ing this section o f the Agreement, i f any provision o f thisAgreement, or the application thereof to any person or circumstance, is held to be illegal, invalidor unenforceable for any reason, and the basis of the bargain among the Parties is not therebydestroyed, such illegality, invalidity or unenforeeability shall not affect any other provision ofthis Agreement that can be given effect in the absence of the illegal, invalid or unenforceableprovision o f application. To this end, a ll provisions o f this Agreement are declared to beseverable.

Annual Budget. The Parties acknowledge and agree that the District is a governmental entity thatis subject to an annual budgetary process and restrictions on spending in conformity with thatprocess, its approved budget and applicable law. The Parties further agree that, notwithstandingany other language in this Agreement, if for any reason funds are not expressly and specicallyallocated for this Agreement in the District's formally and nally approved budget in any scalyear subsequent to that in which funds for this Agreement were rst allocated, the District mayimmediately and without penalty terminate this Agreement; provided, however, that in no event

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shall such a termination be effective earlier than the last date for which funds have already beenso allocated under an existing formally and nally approved budget. Should the Agreementterminate under the provisions of this section titled "Annual Budget", the Distr ict will provideContractor with written notice as soon as is reasonably possible of the pending termination underthis section, the effective date o f which shall be at the end of the District's scal year in whichfunds had previously been allocated unless the District states a later effective date of terminationand, other than the payment of any amounts due and owing through the date of termination, theDistrict shall have no further obligations or liabilities hereunder.

Prohibition on Use o f Name and Logo. Contrac tor agrees that it wi ll not, without the priorwritten consent of the District, use the names, logos, symbols, trademarks or service marks of theDistrict, including but not limited to those associated with WS Health Network, for any purposesor uses (expressly including but not limited to for Contractor's advertising, promotion or othermarketing) other than those reasonably related to performing and completing the Services andWork. This section titled "Prohibition on Use of Name and Logo" shall survive the terminationor expiration of this Agreement.

Non-Solicitation. During the term of this Agreement and for a period of one year following thetermination or expiration hereof: (a) neither Party shall, directly or indirectly, including on behalfof any other person, solicit for employment, solicit for contracting, hire, retain, engage, employor contract, any employee of the other Party; and, (b) Contractor shall not directly or indirectly,including on behalf of any other person, solicit for employment, solicit for contracting, hire,retain, engage, employ or contract any third party contractor's employee who provides on-siteservices for the District. The non-solicitation obligations o f this Agreement shall survive thetermination or expiration of this Agreement.

Insurance. Dur in g the term of this Agreement Contractor will maintain commercial generalliability insurance in the amount o f one million dollars. Furthermore, upon request, Contractorwill furnish a then current certied certicate(s) of insurance.

Termination Right. In the event of a change-in-control (defmed below), the District may withoutpenalty terminate this Agreement and other than the payment of any amounts due and owingthrough the date of termination, the District shall have no further obligations or liabilitieshereunder. A "change-in-contror means that (a) there occurs a reorganization, merger,consolidation or other corporate transaction involving Contractor (a "Transaction"), in each casewith respect to which the owners of Contractor immediately prior to such Transaction do not,immediately after the Transaction, own more than 50% of the combined voting power o fContractor or any other entity resulting from such Transaction; or, (b) all or substantially all ofthe assets of Contractor are sold, liquidated or distributed.

Notices. A l l notices, requests, demands and other communications required or permittedhereunder shall be in writing and shall be deemed to have been duly given (a) when received bythe Party to whom directed; (b) when sent by facsimile transmission to the following telecopynumbers; or (e) when deposited in the United States mail when sent by certied or registeredmail, return receipt requested, postage prepaid to the following addresses (or at such otheraddresses or telecopy numbers as shall be given in writing by either Party to the other):

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If to the District:

With a copy to:

If to Contractor:

Tarrant County Hospital DistrictGary Floyd, Sr. V.P. of Medical Affairs1500 South Main StreetFort Worth, Texas 76104Telephone: ( 817) 927-1105Telecopy: ( 8 1 7 ) 924-1207

Neal W. AdamsAdams, Lynch & Loftin, P.C.3950 Highway 360Grapevine, Texas 76051Telephone: (817) 552-7742Teleeopy: ( 8 1 7 ) 328-2942

Physician Resource NetworkJim Truitt, PrincipalP.O. Box 93024Southlake, TX 76092-3024Telephone: ( 817) 832-3473Telecopy: ( 8 1 7 ) 431-6552

Entire Agreement. T h is Agreement, including the attached schedules and exhibits ( if any),constitutes the entire agreement between the Parties and supersedes all prior agreements,proposals, communications and understandings, if any, relating to the subject matter hereof, andthis Agreement may be amended only by an instrument in writing executed jointly by an ofcerduly authorized by the governing board of the respective Parties.

Binding Agreement. T his Agreement binds and inures to the benet of the Parties, and theirrespective successors and permitted assigns.

Applicable Law and Venue. The Parties recognize that this Agreement is subject to, and agree tocomply with, applicable local, State o f Texas, and federal statutes, rules and regulations. Thelaws of the State of Texas, without regard to the conicts of law principles thereof, shall governthe validity, construction, enforcement and interpretation of this Agreement. VENUE FORANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY CONCERNING ORRELATING TO TH IS AGREEMENT SH AL L B E A COURT O F COMPETENTJURISDICTION IN TARRANTT COUNTY, TEXAS.

Headings and Captions. Headings and captions used in this Agreement are provided forconvenience only and shall not be used to construe or interpret meaning or intent.

"Person." F or purposes o f this Agreement, "person" means any natural person, corporation,limited liability company, association, partnership, joint venture, proprietorship, governmentalagency, trust, estate or other entity or corporation, whether acting in an individual, duciary orother capacity.

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Taxes. The fees payable by the District to Contractor hereunder are inclusive of any sales, use,gross receipts or value added, withholding, ad valorem or other taxes based on or measured byContractor's cost in acquiring equipment, materials, supplies or services used by Contractor inperforming and completing the Services and Work, plus all interest, penalties and other amountslevied thereon by a governmental agency for late payment or otherwise. Further, each Party shall

bear sole responsibility for any real or personal property taxes on any property it owns or leases,for franchise or similar taxes on its business, for employment taxes on its employees, forintangible taxes on property it owns or licenses, and for taxes on its net income.

Compliance with Laws. I n providing the services required by this Agreement, Contractor mustobserve and comply with all applicable federal, state, and local statutes, ordinances, rules, andregulations, including, without limitation, workers' compensation laws, IninirrIUM and maximumsalary and wage statutes and regulations, and non-discrimination laws and regulations.Contractor shall be responsible for ensuring its compliance with any laws and regulationsapplicable to its business, including maintaining any necessary licenses and permits.

Use of Words. Whenever necessary in this Agreement and where the context requires, thegender of words shall include the masculine, feminine, and/or neuter, and the number of allwords shall include the singular and the plural.

Counterparts. T his Agreement may be executed in multiple counterparts, each of which shall,for all purposes, be deemed an original, and all of which shall, for all purposes constitute one andthe same instrument.

Further Assurances and Cooperation. D ur in g the term of this Agreement and at all timesthereafter, each Party shall provide to the other Party, at its request, reasonable cooperation andassistance (including, without limitation, the execution and delivery of afdavits, declarations,oaths, assignments, samples, exhibits, specimens and any other documentation) as necessary toeffect the terms of this Agreement. The Parties shall timely, diligently and on a commerciallyreasonable basis cooperate, facilitate the performance of their respective duties and obligations

under this Agreement and reach agreement with respect to matters left for future review,consideration and/or negotiation and agreement by the Parties, as specically set forth in thisAgreement. Neither Party shall unreasonably withhold or delay any consent, approval or requestby the other Party required under this Agreement. Further, the Parties shall deal and negotiatewith each other in good faith in the execution and implementation of their respective duties andobligations under this Agreement.

Construction. I n the event an ambiguity or question of intent or interpretation arises, thisAgreement shall be construed as if drafted jointly by the Parties and no presumption or burden ofproof shall arise favoring or disfavoring any Party by virtue of the authorship of any of theprovisions of this Agreement.

No Third Party Beneciary Status. T he terms and provisions of this Agreement are intendedsolely for the benet of each Party hereto and their respective successors or permitted assigns,and it is not the intention of the Parties to confer third party beneciary rights upon any otherPerson.

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Exhibit "4-A"

BUSINESS ASSOCIATE INSERT FOR SERVICES AGREEMENT

USE AND DISCLOSURE OF PHI

A. Ackn o wle d g me n t of HIPAA Obligations and Other Regulations Implementing HIPAA. Theparties acknowledge that federal regulations set forth in the Health Insurance Portability andAccountability Act of 1996 ("HEPPA") and the Health Information Technology for Economic andClinical Health Act of 2009 ("HITECH Act") relating to the condentiality, integrity, andaccessibility of individually identiable health information (whether created, maintained,accessed, stored or transmitted electronically or otherwise) require covered entities to complywith the privacy and security standards adopted by the U.S. Department of Health and HumanServices as they may be amended from time-to-time, 45 C.F.R. parts 160, 162, and 164 subpart C("Privacy and Security Standards"). The Privacy and Security Standards require CoveredEntity to ensure that Business Associates who receive access, store, or transmit condentialinformation in the course of providing services on behalf of Covered Entity comply with certainobligations regarding the condentiality, integrity, and availability of health information.

B. P u rp o s e s for which Protected Health Information, including Electronic Protected HealthInformation, May be Used or Disclosed. In connection with the services provided by BusinessAssociate on behalf of Covered Entity pursuant to this Agreement, Covered Entity may use,access, and disclose Protected Health Information including, but not limited to, ElectronicProtected Health Information (collectively referred to herein as "PHI"), to Business Associate forthe purposes of Business Associate providing Services to the District.

C. B u s i n e s s Associate Obligations. Business Associate agrees to comply with applicable federal andstate condentiality and security laws, including, but not limited to the Privacy and SecurityStandards published by the United States Department of Health and Human Servicesimplementing Part C of HIPAA, including without limitation:

Use of PHI. Business Associate shall not use PHI except as necessary to fulll thepurposes of this Agreement. Business Associate is permitted to use and disclose PHI asnecessary for the proper management and administration of the Business Associate or tocarry out its legal responsibilities and its responsibilities under this Agreement.However, the Business Associate shall in such case:

(a) p r o v i d e training to members of its workforce regarding the condentialityrequirements in the Privacy and Security Standards and this Agreement;

(b) o b t a i n reasonable assurances from the person to whom the information isdisclosed that it will be held condential and further used and disclosed only asrequired by law or for the purpose for which it was disclosed to the person orentity;

(c) a g r e e to notify the Covered Entity of any instances of which it is aware in which

the PHI is used or disclosed for a purpose that is not otherwise provided for inthis Agreement or for a purpose not expressly permitted by the Privacy andSecurity Standards;

(d) e n s u r e that all disclosures of PHI are subject to the principle of "minimumnecessary use and disclosure," i.e., only PHI that is the minimum necessary to

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accomplish the intended purpose of the use, disclosure, or request may bedisclosed; and

(e) c o m p l y with 45 C.F.R. 164.308, 164.310, 164.312 and 164.316, as requiredby Section 13401 of the HITECH Act.

2. D i s c l o s u r e to Third Parties. I f Business Associate discloses PHI received from CoveredEntity, or created or received by Business Associate on behalf of Covered Entity, toagents, including a subcontractor, Business Associate shall require the agent to agree tothe same restrictions and conditions that apply to the Business Associate under this Agreement. The Business Associate shall be fully liable to Covered Entity for any acts,failures or omissions of the Agent in providing the services as if they were the BusinessAssociate's own acts, failures or omissions, to the extent permitted by law. The BusinessAssociate further expressly warrants that its Agents wil l be specically advised of, andwill comply in all respects with, the terms of this Agreement. Furthermore, inaccordance with Section 13404 of the HITECH Act, Business Associate shall complywith 45 C.F.R. 164.504(e)(1)(ii).

3. D a t a Aggregation. In the event that the Business Associate works for more than one

Covered Entity, Business Associate is permitted to use and disclose PM, but only inorder to analyze data for permitted health care operations, and only to the extent that suchuse is permitted under the Privacy and Security Standards.

4. De -I d e n t i e d Information. Use and disclosure of de-identied health information ispermitted, but only if (i) the precise use is disclosed to Covered Entity and perrnitted byCovered Entity in its sole discretion and (ii) the de-identication is in compliance with 45CFR 164.502(d), and any such de-identied health information meets the standard andimplementation specications for de-identication under 45 CFR 164.514(a) and (b), orsuch regulations as they may be amended from time-to-time.

5. N o t i c e of Privacy Practices. Business Associate agrees that it will abide by thelimitations of any Notice of Privacy Practices ('HIPAA Notice") published by theCovered Entity of which it has knowledge. Covered Entity shall provide to BusinessAssociate such HIPAA Notice when it is adopted. Any use or disclosure permitted by thisAgreement may be amended by such HEPAA Notice. The amended HIPAA Notice shallnot affect permitted uses and disclosures on which Business Associate relied prior to suchnotice.

6. W i t h d r a w a l of Consent or Authorization. I f the use or disclosure o f PHI in thisagreement is based upon an individuals specic consent or authorization for the use ofhis or her P111, and the individual revokes such consent or authorization in writing, or theeffective date o f such authorization has expired, or the consent or authorization is foundto be defective in any manner that renders it invalid, the Business Associate agrees, if ithas notice of such revocation or invalidity, to cease the use and disclosure of any suchindividual's PHI except to the extent it has relied on such use or disclosure, or where anexception under the Privacy and Security Standards expressly applies.

7. U s e or Disclosure that Would Violate HIPAA. Business Associate is prohibited fromfurther use or disclosure of PHI in a manner that would violate the requirements of thePrivacy and Security Standards if the PHI were used or disclosed by the Covered Entity,except to the extent permitted in paragraphs (1) and (3) above.

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8. S a f e g u a rd s . Business Associate is required to implement and maintain administrative,physical, and technical safeguards in accordance with 45 C.F.R. 164308, 164.310 and164.312 that reasonably and appropriately protect the condentiality, integrity, andavailability of PHI and ensure that such PHI is not received, used, accessed, stored,transmitted, or disclosed other than as provided by this Agreement or as required by law.

9. R e c o r d s Management. Upon termination of this agreement, Business Associate agrees toreturn or destroy all PHI received from Covered Entity that Business Associate maintainsin any form and shall comply with federal and state laws as they may be amended fromtime-to-time governing the maintenance or retention of PHI. I f the return or destructionof PHI is not feasible, Business Associate agrees to extend the protections of thisAgreement to the information and limit further uses and disclosures to those purposesthat make the return or destruction of the information infeasible.

JO. I n d i v i d u a l Rights Regarding Designated Record Sets. I f Business Associate maintains adesignated record set on behalf of Covered Entity, Business Associate agrees as follows:

(a) Co rre c t io n of PHI. Business Associate agrees that it will amend PHI maintainedby Business Associate as requested by Covered Entity.

(b) I n d iv id u a l Right to Copy or Inspection. Business Associate agrees that, if itmaintains a designated record set for the Covered Entity, it will permit anindividual to inspect or copy PHI about the individual in that set under conditionsand limitations required under 45 CFR 164.524 as it may be amended fromtime-to-time. The Covered Entity is required to take action on such requests assoon as possible but not later than 30 days following receipt of the request. UnderTexas law, Business Associate must take action within 15 days of receivingapplicable fees for copies or, if no fees are charged or there is a medicalemergency, within 15 days of receipt of the request. Business Associate agrees tomake reasonable efforts to assist Covered Entity in meeting this deadline, to theextent the requested information is maintained by Business Associate and not theCovered Entity.

The information shall be provided in the form or format requested, if it is readilyproducible in such form or format; or in summary, if the individual has agreed inadvance to accept the information in summary form. A reasonable, cost-based feefor copying health information may be charged.

(c) I n d i v i d u a l Right to Amendment. Business Associate agrees that it willaccommodate an individual's right to have access to and amend PHI about theindividual in a designated record set in accordance with the Privacy and SecurityStandards set forth at 45 CFR 164.526 as it may be amended from time-to-time,unless the regulation provides for a denial or exception that applies.

11. A cco u n t in g of Disclosures. Business Associate agrees to make available to theindividual and/or the Covered Entity from whom the PHI originated, information

required for an accounting of disclosures of PHI with respect to the individual, inaccordance with 45 CFR I64.528 as it may be amended from time-to-time, andincorporating exceptions to such accounting designated under the regulation. Suchaccounting is limited to disclosures that were made in the six (6) years prior to the request(not including any disclosures prior to the compliance date of the Privacy and SecurityStandards).

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(a) C o v e r e d Entity is required to take action on such requests as soon as possible butnot later than 60 days following receipt of the request. Business Associate agreesto use its best efforts to assist Covered Entity in meeting this deadline.

(b) S u c h accounting must be provided without cost to the individual or CoveredEntity if it is the rst accounting requested by an individual within any I2-monthperiod; however, a reasonable, cost-based fee may be charged for subsequentaccountings if Business Associate informs the individual in advance o f the feeand is afforded an opportunity to withdraw or modify the request.

(c) S u c h accounting shall be provided as long as the Business Associate maintainsthe PHI.

12. P o l i c i e s and Procedures. The Business Associate shall implement and maintainreasonable and appropriate policies and procedures to comply with the standards,implementation specications, or other requirements of Part 164 of Title 45, Code ofFederal Regulations.

13. No t i c a t io n in Case of Breach.

(a) The Business Associate shall, following the discovery of any breach of unsecuredprotected health information:

(i) n o t i f y each individual whose unsecured protected health information hasbeen, or is reasonably believed to have been accessed, acquired, ordisclosed as a result of such breach; and

(ii ) n o t i f y the Covered Entity of such breach in accordance with 45 C.F.R. 164.440.1S u chn ot i ces ha lli nc lu de :

1. t h e identication of each individual whose unsecured protectedhealth information has been, or is reasonably believed to havebeen accessed, acquired, or disclosed as a result of such breach;

2. a brief description of what happened, including the date ofbreach and date of discovery;

3. a description of the types of unsecured health informationinvolved in the breach (i.e., whether the full name, socialsecurity number, etc. was disclosed);

4. t h e steps the individual should take to protect themselves frompotential harm resulting from the breach;

5. a brief description of what the Business Associate involved isdoing to investigate the breach, to mitigate losses, and to protectagainst further breaches; and

145CFR.1

64.

(HHS), effective September 23, 2009. 74 Fed. Reg. 42740 (August 24, 2009) (to be codied at 45 CFR Parts 160and 164). As referenced herein, sections 400-414 of Part 164 are part of the interim nal rule.

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(b)

6. c o n t a c t procedures for the Covered Entity or individuals to askquestions or learn additional information, which shall include atoll free number, an email address, Web site, or postal address.

All notications under this Section 13 shall be made without unreasonable delayand:

1. i f to an individual pursuant to Section 13(a)(i), no later than sixty (60)calendar days following the discovery of such breach by the Business Associate,as dened by 45 CFR 164.410;

2. i f to Covered Entity pursuant to Section 13(a)(ii), no later than forty-ve(45) calendar days following the discovery of such breach by the BusinessAssociate, as dened by 45 CFA 164.410.

(c) A l l notications under subsection (a)(i) of this Section 13, shall comply with 45C F R I64.404(d).

D. I n t e r n a l Practices, Books, and Records. The Business Associate shall make available its internal

practices, books, and records relating to the use and disclosure o f PHI received from, created, orreceived by the Business Associate on behalf of the Covered Entity to the U.S. Department ofHeath and Human Services or its agents for the purpose of determining the Covered Entity'scompliance with the Privacy and Security Standards, or any other health oversight agency, or tothe Covered Entity.

E. In d e mn ica t io n . T o the extent permitted by law, Business Associate agrees to indemnify andhold harmless Covered Entity from and against all claims, demands, liabilities, judgments orcauses of action of any nature for any relief, elements o f recovery or damages recognized by law(including, without limitation, attomey's fees, defense costs, and equitable re lie f ), fo r anydamage or loss incurred by Covered Entity arising out of, resulting from, or attributable to anyacts or omissions or other conduct of Business Associate in connection with the performance ofBusiness Associate's duties under this Agreement. This indemnity shall apply even i f CoveredEntity is alleged to be solely or joint ly negligent or otherwise solely or join tly at fault; provided,however, that a trier of fact nds Covered Entity not to be solely or jointly negligent or otherwisesolely or jointly at fault. This indemnity shall not be construed to limit Covered Entity's rights, ifany, to common law indemnity.

Covered Entity shall have the option, at its sole discretion, to employ attorneys selected by it todefend any such action, the costs and expenses of which shall be the responsibility of theBusiness Associate. Covered Entity shall provide the Business Associate with timely notice of theexistence of such proceedings and such information, documents and other cooperation asreasonably necessary to assist the Business Associate in establishing a defense to such action.

These indemnities shall survive termination of this agreement and Covered Entity reserves theright, at its option and expense, to participate in the defense of any suit or proceeding throughcounsel of its own choosing,

F. R i g h t s of Proprietary Information. The Covered Entity retains any and all rights to theproprietary information, condential information, and PHI it releases to Business Associate.

G. Te rmin a t io n for Breach. Witho ut limiting the termination provisions herein, i f BusinessAssociate breaches any provision herein, Covered Entity may, at its option, access and audit the

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records of Business Associate related to its use and disclosure of PHI, require Business Associateto submit to monitoring and reporting, and such other conditions as Covered Entity maydetermine is necessary to ensure compliance with this Article; or Covered Entity may terminatethis Agreement on a date specied by Covered Entity.

H. S u r v i v a l of Key Provisions. The provisions of this Schedule shall survive the termination of the

Agreement.

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physician resource contract 2009

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