EXHIBIT 10.1
RADIATION THERAPY SERVICES
AGREEMENT
This RADIATION THERAPY SERVICES
AGREEMENT (“ Agreement ”), effective as of
February 1, 2007 (“ Effective Date ”), is
entered into by and between Roger Williams Radiation Therapy,
LLC , a Rhode Island limited liability company (“
RWR ”) and Massachusetts Oncology Services, P.C., a
Massachusetts company (“ Contractor
”).
RECITALS:
WHEREAS, RWR operates an Outpatient Ambulatory Care
Facility providing radiation therapy treatment at 50 Maude Street,
Providence, RI, 02908, and wishes to arrange for certain
specialized services of Contractor to be available as necessary to
patients of RWR; and
WHEREAS, Contractor is equipped and has the professional
expertise to provide such specialized services as required by RWR
and are willing to do so on the terms set forth in this
Agreement;
NOW, THEREFORE
, in consideration of the mutual
promises and covenants herein contained, the parties agree as
follows:
AGREEMENT:
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1.
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Contractor
Obligations.
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a.
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Contractor
shall provide or arrange for the provision of the physician
services of one or more duly licensed radiation oncologists who
shall be assigned to RWR (the “ Physicians ”).
The services shall be provided to RWR out-patients as ordered by
the patients’ responsible physicians as agreed to by RWR and
Contractor but no more than for 5 days per week, and on an
emergency on-call basis 24 hours per day, 7 days per week. In the
event RWR needs services for more than as noted above, it shall be
on such terms as mutually agreed to by the parties. Contractor
shall supervise and be solely responsible for the services of the
Physicians and Contractor shall be solely responsible for the
payment of all compensation and fringe benefits to Physicians.
Contractor also shall be responsible for all employment taxes,
unemployment compensation, worker’s compensation, and other
similar benefits for Physicians.
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2.
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Contractor
Qualifications and Representations.
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a.
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Contractor represents that the
Physicians: (a) are currently licensed and qualified to
practice medicine in the State of Rhode Island and shall at all
times maintain such licenses to practice medicine in such State
without restriction; (b) have a current Drug Enforcement
Agency (“DEA”) registration, which enables Physicians
to prescribe all controlled substances and shall
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at all times maintain such
registration without restriction; (c) are board certified and
will maintain such status without restriction; and (d) will
have staff privileges at Hospital.
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a.
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RWR shall
provide such facilities, equipment, supplies, utilities,
administrative and support staff, and other support services, as
they shall deem to be reasonably necessary and appropriate for
Physicians to perform its duties and responsibilities
hereunder.
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b.
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RWR shall
provide such non-physician personnel, as determined by RWR in
consultation with Contractor, to support the professional services
of Contractor to RWR.
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4.
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Billing and
Compensation.
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a.
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Billing . Contractor agrees that during the term of this
Agreement, Contractor shall not bill to or collect from any patient
or third party payor any amount for services rendered hereunder.
Contractor hereby irrevocably assigns and grants to RWR the right
to bill to and collect from patients and/or third-party payors for
all services rendered by Physicians hereunder.
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b.
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Compensation
for Physician Services .
RWR shall pay Contractor for the services provided pursuant to
Section 1(a) of this Agreement the amount of Physicians’
salary, bonus and fringe benefits each month.
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Each party, during the term of this
Agreement, will acquire information concerning the other’s
business practice (“Confidential Information”). The
Confidential Information of a party is and shall remain the sole
and exclusive property of that party. Neither party, nor any of its
physicians, employees or agents, may at any time during the initial
or any renewal terms of the Agreement or after the termination of
this Agreement for a period of 5 years, for any reason whatsoever,
with or without cause, directly or indirectly, use for any purpose
or disclose or distribute to any person, corporation, partnership,
sole proprietorship, governmental agency, organization, joint
venture or other entity, any of the other party’s
Confidential Information.
Physicians shall
agree that in the performance of the Physicians’ duties for
RWR the Physicians will at all times (a) act in accordance
with the reasonable rules and regulations and any reasonably and
medically sound policies and procedures of RWR, provided that such
rules and regulations shall not prohibit Physicians from engaging
in other independent activities for compensation on a self-employed
basis or for other organizations, including 21
st
Century
Oncology, Inc. or its affiliate; (b) comply with all rules
and
2
regulations of any federal, state and local
agency applicable to Physicians’ practice under this
Agreement; (c) comply with the standards of any specialty
board or nationally recognized credentialing board or body
applicable to Physicians’ specialty; (d) comply with all
ethical requirements of the American and State Medical Associations
applicable to the performance of Physicians’ duties; and
(e) comply with all third party payor agreements that Hospital
will be providing services under, if applicable.
During the term of this Agreement,
Contractor will immediately give notice to RWR (a) of any
claim, notice of claim, demand, or suit made against Contractor or
Physicians arising out of or from the provision of professional
services; (b) if Physicians’ license to practice
medicine or DEA registration is suspended or revoked, or Physicians
are reprimanded, sanctioned or disciplined by any licensing or
specialty board or by any state or local medical society;
(c) if Physicians are denied membership or reappointment of
membership to the medical staff of any hospital or
Physicians’ clinical privileges at any hospital are
suspended, curtailed or revoked; or (d) if Physicians have
been terminated or deselected from participation under any third
party payor arrangement.
Physicians will promptly complete
and maintain, in accordance with reasonable policies and procedures
of RWR, all medical records respecting Physicians’ patient
care activities for RWR. All medical records shall be the sole and
exclusive property of RWR and shall not be removed from its
premises or copied except for the legitimate business purposes of
RWR without its express written consent.
The term of this Agreement shall be
five (5) years beginning on the Effective Date. In addition,
this Agreement may be terminated “for cause” at anytime
(a) by either party if there is a material breach of a
material provision of this Agreement by the other party and that
material breach cannot be cured with sixty (60) days from the
date of written notice of such breach; (b) by either party if
the other party is convicted of a felony; or (c) by either
party if the other party engages in conduct bringing significant
discredit to the reputation of either party. If this Agreement is
terminated prior to the expiration of the initial one (1) year
term, the parties shall not enter into a subsequent agreement
relating to the same services on different terms.
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9.
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Independent
Contractor Relationship.
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Contractor acknowledges and agrees
that Contractor is an independent contractor and, a
