Exhibit 10.16 

 





CONSULTING AGREEMENT


          THIS
AGREEMENT is entered into as of the 14th day of July, 2008 (the “Effective
Date”) between CFO Medical Services, Inc. (“CFO”), of 1500 Pleasant Valley Way,
Suite 301, West Orange, NJ 07052 and Steven G. Robbins, M.D. (“Consultant”) of
121 Overleigh Road, Bernardsville, NJ 07924. 


          WHEREAS, a
certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May
21, 2008, has been entered into by and among ExamWorks, Inc. (“ExamWorks”),
Exam Works NJ, LLC, CFO and certain shareholders of CFO set forth therein,
including Consultant; and 


          WHEREAS,
CFO is engaged in the business of, among other things, providing administrative
support and related non-medical services to physicians in connection with the
provision by the physicians of certain independent medical examination (“IME”)
for insurance companies, attorneys and other third parties (the “IC Services”)
requesting such IC Services (“Clients”); and 


          WHEREAS,
CFO through its efforts and experience has established a network of Clients;
and 


          WHEREAS,
CFO is also capable of coordinating the needs of Clients with physicians who
are qualified and capable of providing the IC Services and is willing and able
to make available its network of Clients to such physicians, and the IC
Services of such physicians to its network of Clients; and 


          WHEREAS,
CFO intends to engage Consultant to provide certain Consulting Services (as
defined below) to CFO, given Consultant’s experience and expertise in the
operation and management of IME businesses, and Consultant intends to provide
such Consulting Services to CFO. 


          NOW,
THEREFORE, in reliance on the foregoing representations, incorporated herein by
this reference, CFO and Consultant, intending to be legally bound, and in
consideration for the mutual promises set forth herein, the sufficiency of
which is acknowledged, agree to the following terms and conditions: 


          1. NATURE
OF RELATIONSHIP. CFO engages Consultant to provide certain consulting
services as further described below (“Consulting Services” or the “Services”)
to CFO, Exam Works and other ME entities affiliated, directly or indirectly,
with CFO or Exam Works (“Affiliates”), as may reasonably be requested by CFO or
Exam Works, at such times and locations as shall be mutually convenient to the
parties. The Consulting Services to be performed by Consultant hereunder shall
include, but shall not be limited to: 


                    (a)
providing continuing strategic advice and counsel related to the business and
other operational matters that Consultant was involved in while retained
previously by CFO; 






                    (b)
assisting in an effective transition of CFO’s management responsibilities,
operations, and customer and supplier relationships following the consummation
of the merger under the Merger Agreement; 


                    (c)
assisting in the training of licensed physicians or other qualified medical
personnel who provide IC Services to Clients generally with respect to such IC
services; provided, however, that nothing herein shall be construed to permit
or allow training with respect to professional medical services; 


                    (d)
providing continuing sales and marketing services, including leading of
seminars and participating in sales meetings, on behalf of CFO, Exam Works and
their Affiliates; 


                    (e)
providing advice and counsel related to the future acquisitions by Exam Works
of other IME entities; and 


                    (f)
otherwise providing advice and counsel related to the business strategies of
and assisting with the management and operations of CFO, Exam Works or their
Affiliates. 


          2. GOOD
STANDING. Consultant agrees that he is duly licensed, board-certified, and
in good standing as a physician in the states of New York and New Jersey. 


          3. FEES.
In exchange for the Consulting Services that Consultant shall provide CFO, Exam
Works or their Affiliates pursuant to Section 1(b), Consultant shall be paid a
consulting fee at an hourly rate of Five Hundred Dollars ($500) for Consulting
Services actually and professionally performed by Consultant, to include travel
time outside a thirty (30)-mile radius from CFO’s principal place of business
at 1500 Pleasant Valley Way, West Orange, NJ 07052 in connection with the
performance of such Consulting Services, which fee shall not exceed Four
Thousand Dollars ($4,000) in any calendar day (“Consulting Fee”). The
Consulting Fee shall be paid to Consultant on a monthly basis upon presentation
of a monthly invoice detailing the time spent and the specific Consulting
Services performed by Consultant during the preceding month. Consultant shall
also be reimbursed for any reasonable out-of-pocket business expenses incurred
by Consultant in connection with the performance of his Consulting Services;
provided, however, that any out-of-pocket business expenses in excess of One
Thousand Dollars ($1000) shall require prior approval by CFO or ExamWorks. 


          4. INDEMNIFICATION/REMEDIES.
(a) Consultant covenants and agrees to indemnify and hold harmless CFO,
Clients, and all officers, directors, shareholders, members, employees, agents
and representatives of CFO and the Clients (collectively, the “CFO Group”),
from any against all liabilities, losses, claims, damages, causes of action,
costs and expenses of any kind (including, without limitation, reasonable
attorneys’ fees and related expenses) which result from, relate to, or arise in
any way from (directly or indirectly) (i) negligent acts or omissions in
connection with Consultant’s performance under this Agreement, (ii) any breach
by Consultant of the terms and conditions of this Agreement, and/or (iii) any
negligence, intentional wrongdoing or bad faith on the part of Consultant. In
the event any action, suit or proceeding is brought against any member of the
CFO Group and Consultant is required to provide indemnification pursuant to and
in accordance with this Paragraph 4, then Consultant shall, at the option of
Consultant, either (i) engage attorneys approved by CFO or its insurance
carrier to defend such member or members, as the case may be, of the CFO Group, or
(ii) reimburse such member or members, as the case may be, of the CFO Group for
the reasonable fees and expenses of legal counsel engaged directly by such
member or members, as the case may be, of the CFO Group. In the event that any
penalties are imposed on any member of the CFO Group by an appropriate
regulatory body as the result of the negligence, wrongdoing or bad faith of
Consultant, Consultant shall indemnify the CFO Group for any penalties imposed
on any member or members, as the case may be, of the CFO Group. Consultant
acknowledges and agrees that monetary damages would be inadequate to compensate
CFO for any breach or threatened breach by Consultant of its covenants and
agreements set forth in this Agreement. Accordingly, Consultant further
acknowledges and agrees that any such breach or threatened breach will cause
irreparable injury to CFO and that, in addition to any other remedies that may
be available, in law, in equity or otherwise, CFO shall be entitled to obtain
injunctive relief, including without limitation, a preliminary injunction
and/or temporary restraining order, against the breach or threatened breach of
the provisions of this Agreement or the continuation of any such breach.


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          5. CONDUCT.
The parties shall conduct themselves, at all times, in accordance with the
highest standards of conduct and responsibility applicable to this industry and
the Services to be provided by consultant hereunder. 


          6. INDEPENDENT
CONTRACTOR. 


                    (a)
The parties agree and acknowledge that the business of CFO is that of arranging
and facilitating (by, for example, providing marketing, contracting,
scheduling, report transcription, office examination space and equipment,
billing and other necessary administrative and non-medical support services)
for licensed physicians or other qualified medical personnel to perform independent
medical examinations and related services (including, without limitation,
physical examinations, review of medical records, radiology reviews, appearing
and testifying as expert witness in legal proceedings, assisting in legal
discovery and medical consulting) for insurance companies, attorneys and other
third parties to examine, validate, independently review and evaluate, as the
case may be, workers compensation, liability, personal injury and disability
claims of persons. The practice of medicine shall always be specifically
reserved to and shall be performed only by licensed physicians and is
specifically not part of CFO’s business. 


                    (b)
The parties are independent contractors to each other under this Agreement and
each recognize and acknowledge that there is no employer/employee or
principal/agent relationship between Consultant and CFO and that this is not a
joint venture, partnership or the like between Consultant and CFO. 


                    (c)
Except as may be required by taxing authorities for backup withholding tax, CFO
will not withhold from any amounts to be paid over to Consultant hereunder any
of the following: FICA (Social Security), federal unemployment insurance, state
or federal income taxes, state disability insurance, state unemployment
insurance, workers’ compensation insurance charges or premiums, or any other
withholding pursuant to any law or requirement of any governmental body
relating to Consultant (“Withholdings”). Consultant shall not be entitled to any
benefits afforded to employees of CFO (“Benefits”). Each and every one of such
Withholdings and Benefits, if any, are the sole responsibility of
Consultant. Consultant shall indemnify and hold CFO harmless from and against
any and all liability to any federal or state authority relating to the
withholding and benefits, attributed solely to any income paid to Consultant
pursuant to this Agreement. In the event the United States Internal Revenue
Services should question or challenge the independent contractor status of the
parties under this Agreement, the parties hereto mutually agree that both
parties shall have the right to participate in any discussion or negotiation
occurring with the Internal Revenue Services, even if said party did not
initiate such discussions or negotiations and each shall notify the other, in
advance, of any planned meeting or discussion. 


-3-







                    (d)
Consultant and CFO shall each be solely and independently responsible for (i)
their own employment obligations, and (ii) the acts or omissions of their
employees. 


          7. CONFIDENTIALITY.
(a) Consultant acknowledges and agrees that any and all records and other
documents received or generated in connection with this Agreement and the
Services performed hereunder, (i) shall remain and be treated as the
confidential property of the Client (subject to laws relating to medical
records, as applicable), and (ii) shall not be used at any time by Consultant
in any way adverse to CFO or the Client’s interests. Any such information will
not be used by Consultant for any purpose other than as expressly set forth in
this Agreement, or disclosed to any other person except: [1] as permitted in
this Agreement or [2] as required by federal, state and local laws and
regulations. 


                    (b)
Consultant acknowledges that CFO has proprietary and privacy interests in (i)
CFO’s Client relationship(s) and (ii) CFO’s records and information, including
without limitation CFO’s medical and professional data, computer systems, pricing,
methods of doing business with CFO’s Clients, CFO’s Client contacts, software,
and other confidential information (including without limitation this
Agreement). Consultant agrees that any such records or information to which
Consultant has had previous access to and shall have access to pursuant to this
Agreement [1] shall remain and be treated at all times as the confidential
property of CFO, and [2] shall not be used at any time by Consultant in any way
adverse to CFO’s interests. Any such information will not be used by Consultant
for any purpose other than as expressly set forth in this Agreement, or
disclosed to any other person except: [aa] as permitted in this Agreement or
[bb] as required by federal, state and local laws and regulations. 


                    (c)
The parties agree that all aspects of this Agreement are confidential and that
the terms shall not be disclosed to any person, firm or entity whatsoever except
as may be required by law, by a Court, or as necessary to carry out the terms
of this Agreement. 


                    (d)
This Paragraph 7 shall survive the termination or expiration of this Agreement
for any reason. 


          8. HIPAA.
(a) Each party covenants and agrees to maintain the confidentiality of all
patient medical records and patient health information in compliance with
applicable federal, state and local laws and regulations, including but not
limited to, the requirements of the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) and its accompanying regulations. 


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                    (b)
Consultant agrees that if CFO, within its sole discretion, determines that it
qualifies as a “business associate” of CFO’s clients, as defined by the HIPAA
Privacy Rules (45 C.F.R. §164.500 et seq.). Consultant shall similarly enter
into and abide by the terms of the “HIPAA Addendum” attached hereto as Schedule
A. 


          9. USE
OF NAME. Consultant agrees that except as needed to perform Services
requested of Consultant under the terms of this Agreement, Consultant shall not
utilize CFO’s name or the name of any successor or related corporation or
entity, whether owned by CFO in whole or in part or by any of the Shareholders
of CFO in whole or in part. This Paragraph shall survive the termination or
expiration of this Agreement for any reason. 


          10. NON-SOLICITATION.
(a) Consultant will not, during the term of this Agreement and for an
additional three years (3) thereafter, solicit CFO’s employees or medical
professionals associated with CFO for the benefit of either Consultant or any
other individual or entity. 


                    (b)
If a court should hold that any time frame specified herein is unreasonable,
the court may prescribe a duration that is reasonable, and the parties agree to
accept such a determination. 


                    (c)
This Paragraph shall survive the termination or expiration of this Agreement
for any reason. 


          11. NON-DISPARAGEMENT.
The parties agree as of the Effective Date of this Agreement and continuing
thereafter, not to directly or indirectly disparage each other in any way
whatsoever. This Paragraph shall survive the termination or expiration of this
Agreement for any reason. 


          12. BREACH
OF AGREEMENT. In the event of an actual or threatened breach by either
party of Paragraphs 7, 8, 9, 10 or 11 of this Agreement, the breaching party
shall be responsible for all legal fees and costs incurred by the other party
for any legal action brought by it to enforce those provisions. 


          13. NOTIFICATION
OF CHANGE OF STATUS. Consultant will promptly notify CFO if his/her license
as a physician in the state of New York or New Jersey is suspended or revoked. 


          14. GOVERNANCE.
This Agreement shall be governed by, and construed, in accordance with the laws
of the State of New Jersey. It shall also be governed by federal and state
regulations relating to the privacy of health care information, with which each
party represents and warrants that it is and shall remain in compliance. The
parties consent to the filing of an action in, and hereby personally submit to
jurisdiction of, the state or federal courts located in the State of New Jersey
and further agree that such courts shall be exclusive courts of jurisdiction
and venue for any litigation which the parties may file. 




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          15. DISPUTES.
(a) Except as may be necessary to enforce the provisions of Paragraphs 7, 8, 9,
10 or 11 by temporary injunction, permanent injunction or other equitable
relief, any controversy or claim arising out of, or relating to, this Agreement
or the breach thereof, any dispute between CFO and Consultant relating to or arising
from this Agreement, or any of its covenants, terms or conditions, or its
enforcement, validity or interpretation, such dispute shall be subject to
confidential binding arbitration in lieu of judicial process. The arbitration
shall be conducted exclusively in Livingston or West Orange, New Jersey, at
such location as the parties shall designate within fifteen (15) days of the
filing of the demand for arbitration. Arbitration shall be conducted pursuant
to the commercial rules of the American Arbitration Association (“AAA”); using
a mutually-selected (or failing same, AAA-designated) arbitrator who is
knowledgeable and experienced in the area of providing health care services.
The cost of such proceedings shall be paid for equally by both parties, except
that the parties shall pay their own attorneys fees, expert fees, and other
costs unless otherwise provided in this Agreement. 


                    (b)
Notwithstanding the foregoing, (i) the parties may seek emergent or other
judicial relief to enforce Paragraphs 7, 8, 9, 10 or 11 hereof; and (ii) either
party hereto may seek emergent judicial relief to preserve the status quo
pending arbitration or enjoin an incorrectly venued arbitration. The state and
federal courts of New Jersey sitting in the County of Essex, New Jersey (“NJ
Courts”) shall have exclusive jurisdiction to hear such matters. 


                    (c)
Subject to the provisions above, each party irrevocably (i) submits to the
personal jurisdiction of NJ Courts with respect to matters arising out of or
relating hereto; (ii) agrees that all claims with respect to such action or
proceeding may be heard and determined in NJ Courts; and (iii) waives the
defense of an inconvenient forum. 


                    (d)
Any proceedings to enforce, vacate, modify, enjoin, or otherwise affect any
arbitration award or arbitration proceeding shall be brought exclusively in New
Jersey. Once that arbitration award is reduced to a judicial judgment in New
Jersey, any such judgment may be enforced anywhere in the world by any judicial
or other tribunal. The prevailing party in any action mentioned in this
paragraph shall be entitled to costs and reasonable attorney’s fees incurred
(i) in any such action or proceeding and (ii) in any further collection
efforts. 


                    (e)
In the event any provision of this Agreement is declared void or unenforceable
by a NJ Court, the remaining provisions of this Agreement shall nevertheless
remain in full force and effect. 


          16. TERM.
(a) This Agreement commences on the Effective Date of this Agreement and will
remain in effect for a term of three (3) years (such term, the “Initial Term”
and each such year, a “Term Year”), and will be deemed automatically renewed
from year to year for a “Term Year” unless and until cancelled pursuant to
Paragraph 16(b) or (c) of this Agreement. 


                    (b)
This Agreement may be terminated at any time with or without cause upon not
fewer than sixty (60) days’ written notice (i) by Consultant during the Initial
Term and (ii) upon renewal of the Initial Term, by either party at any time
thereafter. 




-6-






                    (c)
This Agreement shall automatically terminate, at the election of CFO, upon the
occurrence of one or more of the following events: (i) Consultant’s license to
practice medicine in any jurisdiction is revoked, suspended or limited for a
period in excess of thirty (30) days; (ii) Consultant’s medical staff
privileges at any health care institution are terminated, suspended or limited, voluntarily or involuntarily, for a period in
excess of thirty (30) days; (iii) Consultant’s material breach of any term,
covenant or condition of this Agreement; (iv) Consultant’s failure to discharge
Consultant’s duties to the reasonable satisfaction of CFO; (v) Consultant is
found guilty of a crime of moral turpitude; (vi) Consultant’s participation in
any dishonest act involving the assets of CFO, whether or not of a criminal
nature; (vii) the involuntary or voluntary liquidation of CFO, the appointment
of a receiver for CFO, or the assignment of this Agreement for the benefit of
creditors; (viii) the death of Consultant; or (ix) Consultant’s inability to
work with other independent contractors or employees of CFO, which inability
shall be determined in the sole discretion of CFO. 


          17. HEADINGS.
The headings of this Agreement shall have no legal significance and are used
solely for the identification of particular paragraphs. 


          18. ENTIRE
AGREEMENT. This Agreement contains the entire agreement and understanding
between the parties, superseding all other writings and all oral discussions,
agreements or negotiations, other than with respect to the Merger Agreement and
any Company Ancillary Documents (as defined in the Merger Agreement). 


          19. MODIFICATION.
This Agreement may only be modified or waived in writing; there shall be no
waiver or modification by conduct. 


          20. NOTICE.
Any notice or other communication by either party to the other shall be in
writing and shall be given, and be deemed to have been given if either
delivered personally or mailed, postage prepaid, registered or certified mail,
addressed as follows: 


	
  

 	
  

 
	
 To CFO:

 	
 CFO Medical
 Services, Inc.

 
	
  

 	
 c/o Exam
 Works, Inc., Attn: Michael J. Bendit

 
	
  

 	
 1500
 Pleasant Valley Way, Suite 301

 
	
  

 	
 West Orange,
 NJ 07052 

 
	
  

 	
  

 
	
 To
 Consultant

 	
 Steven G.
 Robbins, M.D.

 
	
  

 	
 121
 Overleigh Road

 
	
  

 	
 Bernardsville,
 NJ 07924 

 


          21. WAIVER.
The failure of a party hereto to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver or deprive that
party of the right thereafter to enforce that term or any other term of this
Agreement. 


          22. CONFIDENTIALITY.
The parties hereto agree that all aspects of this Agreement are confidential
and that such terms shall not be disclosed to any person, firm or entity
whatsoever except as may be required by law, by a court, or as necessary to
carry out the terms of this Agreement. 


          23. EXHIBITS
AND/OR SCHEDULES. Each exhibit and/or schedule to this Agreement shall be
considered a part hereof as if set forth in the body of this Agreement in full.




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          24. COUNTERPART
AS ORIGINAL: FACSIMILE SIGNATURES. This Agreement may be executed in one or
more counter parts, and each such executed counterpart shall be considered as original. Facsimile signatures shall be binding
and shall be deemed as original signatures. 


          25. SEVERABILITY.
This Agreement is intended to perform in accordance with and only to the extent
permitted by all applicable laws, ordinances, rules and regulations. If any
provision of this Agreement or the application thereof to any person, entity,
or circumstance is found, for any reason or to any extent to be invalid or
unenforceable, the remainder of this Agreement and the application hereof to
any person, entity, or circumstance shall not be affected thereby, but rather
the remainder of this Agreement shall be enforced to the greatest extent
permitted by law. 


          26. INTERPRETATION.
It is specifically understood and agreed by and between the parties that this
Agreement is the result of negotiations between the parties. Accordingly, it is
understood and agreed that all parties shall be deemed to have drawn these
documents and there shall be no negative inference from the language of this
Agreement by any fact finders as against any party. 


[SIGNATURE PAGE FOLLOWS]


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          IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date
indicated above. 


	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
 CONSULTANT

 
	
  

 	
  

 	
  

 	
  

 
	
 /s/ Greg
 Decter

 	
  

 	
  

 	
 /s/ Steven
 G. Robbins, M.D.

 
	 

 	
  

 	 

 	 

 
	
 Name: Greg
 Decter

 	
  

 	
 Name:

 	
 Steven G.
 Robbins, M.D.

 
	
  

 	
  

 	
  

 	
  

 
	
 ATTEST:

 	
  

 	
  

 	
 CFO MEDICAL
 SERVICES, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
 /s/ Greg
 Decter

 	
  

 	
 By:

 	
             /s/ Pauline Murano

 
	 

 	
  

 	
  

 	 

 
	
 Name: Greg
 Decter

 	
  

 	
  

 	
 Name: Pauline
 Murano

 
	
 Title: VP
 Operations

 	
  

 	
  

 	
 Title:   General
 Manager

 


(Signature Page to Consulting Agreement)





SCHEDULE A


HIPAA ADDENDUM


See attached.





HIPAA ADDENDUM


          THIS ADDENDUM
shall modify and supplement the Agreement by and between CFO Medical Services,
Inc. (“CFO” or “Business Associate”) and Edward M. Decter, M.D. (“IC” or
“Subcontractor”) (collectively referred to as the “Parties”) entered into on
July 14, 2008 (the “Agreement”). This Addendum incorporates by reference the
Agreement and any and all Schedules executed by CFO. 


          WHEREAS,
the Federal government, pursuant to the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”), has promulgated privacy regulations
relating to the use, storage, transmission, and disclosure of patients’ private
health information (45 C.F.R. §164. Parts 160 and 164)(referred to herein as
the “Privacy Regulations”); and 


          WHEREAS,
CFO, as a business associate, may be required to protect the privacy and
confidentiality of health information by adhering to certain restrictions and
conditions; and 


          WHEREAS,
the Privacy Regulations require business associates to ensure that any agent to
whom it provides protected health information agrees to the same restrictions
and conditions. 


          NOW,
THEREFORE, intending to be legally bound hereto, the Parties hereby agree as
follows: 


	
  

 	
  

 
	
 Section 1.

 	
 DEFINITIONS.
 

 


          1.1 Definition.
Terms used but not otherwise defined in this Addendum shall have the same
meaning as those terms in the Privacy Regulations. 


          1.2 “Protected
Health Information”. The term “Protected Health Information” (“PHI”) shall
mean information that (i) is created or received by the Covered Entity, (ii)
relates to the past, present, or future physical or mental condition of an
individual, the provision of health care to an individual, or the payment for
the provision of health care to an individual, and (iii) either identifies an individual
or there is a reasonable basis to believe that it could be used to identify an
individual. 


	
  

 	
  

 
	
 Section 2.

 	
 PERMITTED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION.
 

 


          2.1 Compliance.
The parties agree to comply with the relevant Privacy Regulations as may be
modified from time to time. 


          2.2 Permitted
Uses and Disclosures. Except as otherwise limited in the Agreement and/or
this Addendum, or otherwise prohibited or limited by any applicable law, rule
or regulation, IC may use or disclose PHI to perform functions, activities or
services for, or on behalf of, CFO as specified herein, provided that such use
or disclosure (i) involves only the minimum amount of such PHI as is necessary
for such performance; and (ii) would not violate the Privacy Regulations if
done by a Covered Entity. 


-1-





          Except as
otherwise set forth herein, IC may disclose PHI for the purpose of its proper
management and administration, provided that disclosures are required by law,
or IC obtains reasonable assurances from the person to whom the information is
disclosed that it will remain confidential and used or further disclosed only
as required by law or for the purpose for which it was disclosed to the person,
and the person notifies IC of any instances of which it is aware in which the
confidentiality of the information has been breached. 


	
  

 	
  

 
	
 Section 3.

 	
 RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PHI.
 

 


          3.1 Obligations
and Activities of IC. 


                    (a)
IC agrees not to use or disclose PHI other than as permitted or required herein
or as required by law. 


                    (b)
IC agrees to use appropriate safeguards to prevent the use or disclosure of PHI
other than as provided for herein. 


                    (c)
IC agrees to mitigate, to the extent practicable, any harmful effect that is
known to IC of a use or disclosure of PHI by IC or its employees or agents in
violation of the requirements of this Addendum. 


                    (d)
IC agrees to immediately report to CFO any use or disclosure of PHI not
provided for by this Addendum of which it becomes aware. 


                    (e)
IC agrees to ensure that any agent, including a subcontractor, to whom it
provides PHI received from, or created or received by IC on behalf of CFO,
agrees to the same restrictions and conditions that apply through this Addendum
to IC with respect to such information. 


                    (f)
IC agrees to provide access, at the request of CFO, and in the time and manner
as reasonably directed by CFO, to PHI in a Designated Record Set (as such term
is defined by HIPAA), to CFO, or as directed by CFO to an individual, in order
to meet the requirements under 45 C.F.R. §164.524. 


                    (g)
IC agrees to make any amendments to PHI in a Designated Record Set that CFO
directs or agrees pursuant to 45 C.F.R. §164.526, at the request of CFO or an
individual, and in the time and manner as reasonably directed by CFO. 


                    (h)
IC agrees to document and make available to CFO, in a time and manner as
reasonably directed by CFO, information required to provide an accounting of
disclosures in accordance with 45 C.F.R. §164.528. 


                    (i)
IC agrees to make internal practices, books, and records, including policies
and procedures and PHI, relating to the use and disclosure of PHI received
from, or created or received by IC on behalf of CFO, available to CFO or to the
Secretary of the Department of Health and Human Services (the “Secretary”), in
a time and manner as reasonably directed by CFO. 


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          3.2
Obligations of CFO. 


                    (a)
CFO shall notify IC of any changes in, or revocation of, permission by an
individual to use or disclose PHI, to the extent that such changes may affect
IC’s use or disclosure of PHI. 


                    (b)
CFO shall notify IC of any restriction to the use or disclosure of PHI in
accordance with 45 C.F.R. §164.522, to the extent that such restriction may
affect IC’s use or disclosure of PHI. 


	
  

 	
  

 
	
 Section 4.

 	
 Term and
 Termination. 

 


          4.1 Term.
This Addendum shall become effective as of the date first set forth above and
shall continue in effect until otherwise terminated in accordance with this
Section 4. 


          4.2 Termination
by CFO. Upon CFO’s knowledge of a material breach by IC or its employees or
agents of the provisions of this Addendum, CFO shall either: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Provide an opportunity for IC to cure the breach or end the
 violation; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Immediately terminate the Agreement and this Addendum. 

 


          4.3 Automatic
Termination. This Addendum will automatically terminate without any further
action of the Parties upon the termination or expiration of (i) the Agreement
between the Parties, or (ii) the Privacy Regulations; or in the event CFO
determines that it no longer qualifies as a business associate. 


          4.4 Obligations
of the IC upon Termination or Non-Renewal. 


                    (a)
Return or Destruction. Upon the termination or non-renewal of the
Agreement and/or Addendum for any reason, IC agrees to return or destroy, at
CFO’s election, all PHI received from, or created or received by, the IC on
behalf of CFO that IC still maintains in any form, and shall retain no copies
of such PHI. 


                    (b)
Non-Return or Destruction. If CFO agrees that it is not feasible for IC
to return or destroy the PHI upon the termination or non-renewal of the
Agreement and/or Addendum for any reason IC agrees to extend indefinitely any
and all protections, limitations and restrictions contained in this Addendum to
its use and/or disclosure of any PHI. 


                    (c)
The provisions of this Section 4.4 under this Addendum shall survive the
termination or non-renewal of the Agreement and/or Addendum, for any reason. 




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 Section 5.

 	
 Miscellaneous.
 

 


          5.1 Effect
on Agreement. In the event of conflict between this Addendum and the
Agreement, this Addendum shall prevail. Except as otherwise defined herein,
words and phrases defined in the Agreement shall continue to have the meanings
ascribed to them in the Agreement. All other terms, conditions and covenants set forth in the
Agreement and not expressly modified herein shall remain in full force and
effect. 


[SIGNATURE PAGE FOLLOWS]


-4-





          IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date
indicated above. 


	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
 IC

 
	
  

 	
  

 	
  

 	
  

 
	
 /s/ Greg
 Decter

 	
  

 	
  

 	
 /s/ Steven
 G. Robbins

 
	 

 	
  

 	 

 	 

 
	
 Name: Greg
 Decter

 	
  

 	
 Name:

 	
 Steven
 G. Robbins, M.D.

 
	
  

 	
  

 	
  

 	
  

 
	
 ATTEST:

 	
  

 	
  

 	
 CFO MEDICAL
 SERVICES, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
 /s/ Greg
 Decter

 	
  

 	
  

 	
 /s/ Pauline
 Murano

 
	 

 	
  

 	 

 	 

 
	
 Name: Greg
 Decter

 	
  

 	
  

 	
 Name: Pauline
 Murano

 
	
 Title: VP
 Operations

 	
  

 	
  

 	
 Title:   General
 Manager

 


(Signature Page to HIPAA Addendum Consulting Agreement)