Effective date: March 30, 2022
Welcome, we are thrilled that you are joining our panel of experts. Please read these Terms of Service (“Terms”) carefully before signing the Physician Consulting Services Agreement (together with these Terms, the “Agreement”). By signing the Physician Consulting Services Agreement, you signify your assent to both the terms on the face of that agreement, as well as the terms and conditions set forth in this policy.
Consulting Medical Associates, Inc., a California professional corporation (the “Medical Group”), has been established for the purpose of providing, among other services, expert opinions and general medical information. Medical Group is the exclusive provider of medical consultation services to Included Health, Inc (“Included Health”), and Included Health is the exclusive provider of administrative and management services to Medical Group.
As a duly licensed physician, qualified to practice medicine in the states listed on the Signature Page of the Agreement, you wish to provide services to Medical Group, and Medical Group wishes to obtain your services, upon the terms and subject to the conditions set forth in this Agreement.
Confidential Information includes any of information related to Medical Group’s the past, current or proposed business operations, strategies, finances, technology, or services. It also includes any Medical Group patient’s health information and any information, records and proceedings of Medical Group committees, or other bodies charged with the evaluation and improvement of the quality of care. Confidential Information also includes proprietary or confidential information of any third party that may be in Medical Group’s possession. However, Confidential Information does not include any information that is or becomes readily publicly available without restriction through no fault of your own.
You agree not to use use any Confidential Information for any purpose not expressly permitted by the Agreement, or disclose Confidential Information to any person or entity without the prior written consent of Medical Group. You agree to protect Confidential Information from unauthorized use, access or disclosure.
You agree, upon written request by Medical Group, to return all Confidential Information and copies of Confidential Information to Medical Group, and to permanently erase electronic copies of Confidential Information. You agree not copy, duplicate or reproduce any Confidential Information without Medical Group’s prior written consent.
Professional Liability Claims
During the term of this Agreement, you will be covered, without cost to you, by a policy of professional liability insurance, which is made generally available to all similarly situated health care providers engaged by Medical Group.
You agree to immediately notify Medical Group’s Chief Administrative Officer of: (i) any investigation and/or disciplinary action involving you or (ii) any action or possible action related to litigation, mediation or arbitration as a result of your professional activities. An “action” includes, without limitation, a filing of a claim with a court, arbitrator or mediator or any other notice in any form that a patient or a related party is threatening or intends to file a claim.
You agree not to solicit the employment of, or refer to others for employment, or urge or encourage any physicians or other personnel employed or contracted by Medical Group to seek alternative employment or to terminate existing employment or contracting relationships with either entity.
Use of Names and Logos
You agree not to use the any part of the name, logo, or corporate identity of Medical Group or Included Health without prior written consent, except to identify your status as a consultant.
Termination for Breach. In the event of a material breach by either party, the breaching party will have thirty (30)days after being notified of the breach to cure it. If it is not cured after thirty (30) days to the reasonable satisfaction of the non-breaching party, the non-breaching party may terminate the agreement by providing a minimum of five (5) days advance written notice.
Termination Due to Change of Terms. If Medical Group changes the rules in a way that materially affects you, you may terminate the agreement by providing written notice within thirty (30) days of the change. In this case, you may specify whether termination will be effective as of Medical Group’s receipt of the notice, or at a later date.
Termination Due to Physician’s Conduct. Medical Group may terminate this Agreement immediately upon written notice upon the occurrence of any one or more of the following events: (i) You are charged with or convicted of a felony, a misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime relevant to the provision of professional services or the practice of medicine; (ii) You use illegal drugs or perform services under this Agreement while impaired by any chemical substance; (iii) You engage in conduct that, in Medical Groups’ good faith determination, jeopardizes the mental or physical health, safety or well-being of any person or damages the reputation of Medical Group; or (vi) You violate, or cause another person or entity to violate, Medical Group’s Standards of Conduct. Medical Group may temporarily suspend Physician from providing the Services under this Agreement during any period of investigation for the purpose of making any such determination.
Termination Due to Death or Permanent Disability. This Agreement automatically terminates in the event of death or permanent disability. “Permanent disability” means that you are no longer able to perform the Services due to illness, physical or mental injury.
Termination or Modification in the Event of Government Action. In the event of any Government Action (as defined below), the parties agree to meet and confer within ten (10) days after one party gives written notification of such Government Action to the other party, and negotiate in good faith to attempt to amend this Agreement in order to comply with the Government Action.
If the parties, after good faith negotiations that shall not exceed thirty (30) days, are unable to mutually agree upon the amendments necessary to comply with the Government Action, or, alternatively, if either party determines in good faith that compliance with the Government Action is impossible or infeasible, either party may terminate this Agreement effective ten (10) days after a written notice of termination is given to the other party.
A “Government Action” is any federal, state, or local government, legislative body, private agency, court or other third party implements a law, regulation or rule that, in the opinion of either party’s counsel, could reasonably be expected to result in or present a material risk of any one or more of the following: (i) revocation or threat of revocation of the status of any license, certification or accreditation granted to Medical Group; (ii) violation by Medical Group of, or threat of prosecution of Medical Group under, any law, regulation, rule or procedure applicable to Medical Group; or (iii) subject Physician, Medical Group or any of Medical Group’s officers, directors, employees or agents, to civil action or criminal prosecution by any governmental authority or other person or entity or the imposition of any sanction on the basis of their approval of or participation in this Agreement or the performance of obligations under this Agreement.
Compensation Upon Termination. If this Agreement is terminated for any reason, Medical Group will pay you all compensation accrued through the termination date. This amount shall be calculated by Medical Group as soon as is reasonably possible and paid to you upon termination, or as otherwise required or permitted by law.
Return of Proprietary and Other Property. Upon termination of this Agreement, You agree to return to Medical Group all of Medical Group’s property of which you have possession or control.
No Hearing Rights; Inquiries. Termination of this Agreement by Medical Group will not entitle you to any rights of appeal, due process or fair hearing. You agree to provide to Medical Group such consents, authorizations or releases as are consistent with the laws of the States related to the confidentiality of credentialing records as Medical Group may request in connection with any inquiry by any agency or hospital with respect to your professional qualifications, mental or physical fitness or the quality of care you provide.
Resolution of Disputes
If any Dispute arises out of or in relation to this Agreement and if the Dispute cannot be settled by direct negotiations, either Party may initiate mediation. If the Parties fail to settle the Dispute within thirty (30) days of notice of mediation, either Party may initiate binding arbitration.
Should either Party initiate arbitration, the following shall apply:
(i) The place of arbitration will be San Francisco, California.
(ii) One arbitrator will conduct the arbitral proceedings in accordance with The International Institute for Conflict Prevention and Resolution (“CPR”) Rules and CPR is the appointing authority.
(iii) The Parties will submit true copies of all documents considered relevant with their respective statement of claim or defense and any counterclaim or reply. Neither Party may compel the other to produce additional documents. The maximum number of witnesses each Party may call to give evidence is three witnesses of fact and one expert witness.
(iv) The arbitrator does not have the power to award, nor shall the arbitrator award, any punitive, indirect or consequential damages (however denominated).
(v) The Party substantially prevailing in the arbitration shall be entitled to an award by the arbitrator against the other Party of the substantially prevailing Party’s costs and reasonable attorneys’ fees incurred from and after the date of initiation of arbitration.
(vi) The arbitrator must render a reasoned award in writing. The arbitration award must be issued within three months from completion of the hearing, or as soon as possible thereafter. The award is final and binding.
NOTICE TO PHYSICIAN: BY EXECUTING THIS AGREEMENT YOU ARE AGREEING TO HAVE ANY CLAIM DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE CLAIM LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
BY EXECUTING THIS AGREEMENT YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT CLAIMS TO NEUTRAL ARBITRATION.
Representations & Warranties
You represent and warrant that:
- You are not and have not been the subject of any governmental investigation or action, including pending or threatened investigations or actions, arising out of or related to my professional services prior to the Effective Date of this Agreement;
- You are not and have not been the subject of any professional liability actions arising out of or related to my professional services in the past 10 years prior to the Effective Date of this Agreement [please contact us if you have been; we are often able to review and provide a different form];
- Your license to practice medicine in any jurisdiction has never been suspended, revoked or restricted;
- You have never been reprimanded, sanctioned or disciplined by any licensing board or medical specialty board;
- You have never been denied membership and/or reappointment to the medical staff of any hospital;
- Your professional liability insurance carrier (as applicable) has never cancelled, restricted, or declined your coverage or rated you as high risk based on your individual liability history;
- You are not currently using any chemical substance(s) or suffering from a mental or physical condition, which in any way may impair or limit my ability to provide a consulting opinion;
- You have never had your medical staff membership or clinical privileges at any hospital suspended, limited or revoked for a medical disciplinary cause or reason; and
- You are not a “Sanctioned Individual” as defined under the Social Security Act as anyone:
- who has been convicted of a criminal offense related to the delivery of an item of service under the Social Security Act or any state health care program;
- who has been convicted, under federal or state law, of a criminal offense relating to neglect or abuse of patients;
- who has been convicted after 1996, under federal or state law, in connection with the delivery of a health care item or service or with respect to any act or omission in a health care program operated by or financed in whole or in part by any federal, state, or local government agency;
- who has been convicted of a felony relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct;
- against whom a civil monetary penalty has been assessed under section 1128A or 1129 of the Social Security Act; or
- who has been excluded from Medicare participation or a state health care program.
Governing Law. The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by the law of California, without regard to its conflict of laws rules.
Amendments. No amendments or variation of the terms of this Agreement shall be valid unless such amendments or variation are made in writing and signed by you and a duly authorized representative of Medical Group.
Entire Agreement. This Agreement contains all representations and the entire understanding and agreement between the parties to it. Correspondence, memoranda or agreements, whether oral or written, originating before the Effective Date are replaced in total by this Agreement except to the extent specifically referenced herein.
Notices. Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (i) on the date of personal service on the parties, (ii) on the third business day after mailing, if the document is mailed by registered or certified mail, (iii) one day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or (iv) on the date of transmission if sent by telegram, telex, telecopy or other means of electronic transmission resulting in written copies, with receipt confirmed. Any such notice shall be delivered or addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.
Multiple Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.
Succession. Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to the benefit of and be binding on the successors and assigns of the respective parties hereto.
Captions. All paragraph captions are for references only and shall not be considered in construing this Agreement.
Consulting Opinion Standards
The below are a summary of the current opinion standards. These may be changed at any time and you will be informed with a new case if the standards have been updated. You may decline a case if you do not feel able to meet the then-current standards.
- Summary of the chief complaint, history of present illness and relevant past medical/surgical history.
- Answer the patient submitted questions.
- Provide clinical impression and recommendations.
- When appropriate provide the citations for published articles, web links and guidance for other resources that would benefit the patient.
- The opinion should be at least 1-2 pages in length.