exv10w27



 






Exhibit 10.27




EMPLOYMENT AGREEMENT




      This Agreement is entered into as of the 19th day of September, 2005, by and
between Chindex International, Inc., a corporation incorporated in the State of Delaware
(hereinafter referred to as “Chindex”) and Robert Goodwin, an individual resident in the State of
Maryland (hereinafter referred to as “Special Employee”)



      WHEREAS, Special Employee is experienced and knowledgeable with expertise in, among other
things, legal issues as they impact a company such as Chindex; and



      WHEREAS, Chindex desires to engage the services of Special Employee to provide advice and
assistance with respect to issues of interest including legal issues as described below, and
Special Employee desires to provide such advice and assistance;



      NOW, THEREFORE, for and in consideration of the mutual undertakings and covenants set forth
herein below, Chindex and Special Employee agree as follows:




	 	1.	 	Relationship of Parties





            Special Employee will serve as a special employee of the Company and will be paid a salary as
set forth in this Agreement. Special Employee will not be an officer of the Company.




	 	2.	 	Services to be provided by Special Employee





            Special Employee will assume overall responsibility for the legal work of the Company and will
be identified as the Company’s General Counsel. It is expected that the time needed to complete
this assignment will be a minimum of 1200 hours. However this job is not based on hourly
compensation, but rather the need to complete the responsibilities. In this role he will perform
and/or provide advice and assistance with respect to the following:



2.1 Drafting of legal agreements as needed, including distributor agreements, employment
contracts, customer contracts, agreements with KfW and Exim, joint venture agreements and
the drafting of other contracts and agreements as needed.



2.2 Manage outside counsel.



2.3 Manage issues related to company’s trademarks and any licensing agreements between
corporate entities.



2.4 Advise all levels of management on legal issues as they arise and evaluate proposed
corporate actions for consistency with legal requirements.



2.5 Review all SEC filings and review any other U.S. regulatory issues.



 









 






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2.6 Assist with maintenance of the company’s subsidiaries and in the formation of new
subsidiaries.



2.7 Supervise the legal work of the two attorneys employed by Chindex in China.



2.8 Provide legal assistance to the Chindex hospitals, including drafting of board
resolutions, review (and redrafting) of consent forms, review of patient complaints and
other risk management issues, insurance issues and other matters as required.



2.9 Maintain minutes of Audit Committee and Board of Directors meetings.




2.10 Provide legal input on strategic issues such as corporate restructuring.



2.11 Otherwise provide legal advice and assistance as needed on issues as they arise such
as warranty claims, responsibility for damaged goods, scope of authority of any Chindex
entity, risks involved in particular courses of action, etc.




	 	3.	 	Compensation





              In consideration of the services to be performed pursuant to this Agreement Chindex will pay
Special Employee a salary of USD 7,500 per month. In addition, Chindex will provide the
following:



        3.1 Special Employee may keep the IBM Laptop computer that he is using.



        3.2 Company will continue to pay the lease payments on Special Employee’s automobile until the
lease expires.



        3.3 Company will pay for Special Employee’s legal-related memberships such as bar
associations.



        3.4 Special Employee may keep his mobile phone and Company will continue to pay the monthly
charges.



        3.5 Special Employee may continue to participate in the Company’s 401-K program.




	 	4.	 	Confidentiality and Non-Compete





              Special Employee will keep all information received from Chindex confidential and will not
disclose such information outside of Chindex unless authorized to do so in connection with his
responsibilities under this Agreement. Special Employee will not engage in any other consulting
activities that Chindex considers compete with Chindex. The obligation set forth in this paragraph
survives the expiration or termination of this Agreement and shall remain in effect for a period of
two years after said expiration or termination.




	 	5.	 	Indemnification





              Company will indemnify and hold harmless Special Employee from and against any loss, cost
damage, claim expense or liability, by reason or arising out of Special Employee’s actions under
this Agreement, including shareholder lawsuits, actions alleging legal malpractice, or other suit
or claim against Special Employee arising out of alleged and/or actual improper or negligent
performance of activities of Special Employee under this Agreement. Nothing herein is intended to
limit the



 









 





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scope of indemnification available to Special Employee as set forth in Article VII of the
bylaws of the Company.




	 	6.	 	Term





            This agreement shall begin on September 19, 2005, and shall continue for a period of two years
unless otherwise terminated by the parties as provided in this agreement. In case of Special
Employee’s failure to perform his duties under this Agreement, Chindex shall be entitled to
terminate this contract immediately without notice. Either party may terminate this agreement with
60 days notice to the other party.




	 	7..	 	Applicable Law





            This Agreement, and performance or breach hereunder, shall be governed by and interpreted in
accordance with the laws of the State of Maryland.



            IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first
written above.



	 	 	 	 	 	 	 	 	 	 	 
	CHINDEX	 	 	 	 	 	 	 	SPECIAL EMPLOYEE
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By: