exv10w2






Exhibit 10.2




VIRTUAL RADIOLOGIC PROFESSIONALS

INDEPENDENT PHYSICIAN AGREEMENT



This Independent Physician Agreement including all exhibits and all addenda attached hereto
(“Agreement”) is effective as of July 1, 2009 (the “Effective Date”), by and between VIRTUAL
RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company (“Practice”) and Eduard Michel,
M.D., Ph.D. (“Physician”), sometimes referred to collectively as “the Parties.”




     WHEREAS, Physician is an independent medical practitioner, specializing in the field of
radiology;



     WHEREAS, Practice is a professional medical practice that provides radiology interpretation
and consultation services to remote locations primarily through one or more secure network
connections;



     WHEREAS, Practice provides its service under direct or indirect contract with radiology groups
(“Customers”) for coverage for medical facilities (“Clients”);



     WHEREAS, Practice also provides services directly to medical facilities (in such context,
“Customers”);



     WHEREAS, Practice desires to engage Physician as an independent contractor in accordance with
the terms and conditions of this Agreement; and



     WHEREAS, Physician is agreeable to such engagement.



     NOW, THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:



1. Provision of Services; Payments




     1.1 Provision of Services. Physician shall serve as the President, Medical Director
and principal executive officer of the Practice, and shall provide radiologic interpretations to
the extent required from time to time for back-up or emergency situations, including preliminary
and/or official interpretations (the “Services”), via Practice’s Radiologic Information System
(RIS) and image hosting system or by such other means as Practice may provide from time to time.
Physician agrees to provide diagnostic reports as set forth on Exhibit C. Physician may elect to
produce a non-diagnostic report in response to a request if the Client has not provided requested
information necessary for Physician to produce a diagnostic report. Commencing on the Start Date
(“Start Date”) Physician shall provide interpretation services on a limited and back-up basis only.



     1.2 Payment for Services. In full consideration for all Services performed by
Physician, Practice agrees to pay Physician the Compensation and Professional Fees in the amounts
and upon the times and terms set forth on Exhibit A to this Agreement. Practice shall make such
payments to Physician via electronic funds transfer, directed to a U.S. account or accounts
designated in writing by Physician from time to time, or via check through U.S. mail. Practice
shall reimburse Physician for all expenses necessarily or incidentally incurred in his performance
of duties under this Agreement.



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     1.3 Licensing and Credentialing Fees. Practice also agrees to pay all fees, including
initial application, renewal or similar fees, necessary to secure, re-establish or renew
Physician’s right to practice in the states identified in Exhibit B and such other states for which
Practice from time to time requests Physician to be licensed (collectively “License Fees”) and fees
associated with obtaining staff membership, reading rights or clinical privileges (collectively
“Clinical Privileges”) with medical facilities for which Physician will provide Services
(collectively “Credentialing Fees”); subject in each case to reimbursement in accordance with
Section 6.3.b upon termination of this Agreement during the Initial Term.



2. Professional Qualifications and Physician Independence




     2.1 Professional Qualifications and Obligations. At all times during the Term of this
Agreement (defined below), Physician: (a) shall maintain permanent residence in the United States;
(b) shall maintain Physician’s status as a board certified radiologist; (c) shall comply with the
requirements of the American College of Radiology (“ACR”) relating to the provision of radiology
and teleradiology services; (d) shall be qualified and licensed to practice medicine in Physician’s
jurisdiction of residence; (e) shall be continue to be qualified to be licensed to practice
medicine in the states for which Practice requests Physician to become licensed and qualified; (f)
shall not be under current exclusion or sanction by any state or federal health care program,
including Medicare or Medicaid, or in any non-U.S. jurisdiction with the exception or exclusion
solely based on geographic location; (g) shall have passed and thereafter maintain Practice medical
staff status and privileges (“VRP Privileges”); (h) shall be eligible for coverage under Practice’s
medical liability insurance and for medical liability insurance for the jurisdictions in which
medical practice is performed and in the site of residence of the Physician; and (i) shall not,
without the prior written consent of Practice, perform any services from a location outside of the
United States or a Territory thereof. Physician agrees that Physician’s appointment as the
Practice’s Medical Director includes membership in and supervision of the Practice’s Quality
Assurance (QA) committee and, and Physician will perform the periodically required attendant
duties thereof. .



     2.2 Reporting Requirements. Physician shall inform the Practice’s President or Board
of Managers in writing immediately of: (a) any charge or conviction whatsoever of violation of any
law or ordinance of any local, county, state or federal jurisdiction; (b) any denial or revocation
of membership in a state, county or local medical society; (c) any denial or relinquishment of
staff membership, reading rights or clinical privileges at any time; (d) the initiation of any
disciplinary action or inquiry concerning Physician by a hospital or medical staff, state medical
licensing authority or federal authority or program including Medicare; (e) any malpractice claim
asserted against Physician or settled or adjudicated by or on behalf of Physician; (f) any
voluntary or involuntary surrender, suspension, revocation or restriction of a state or federal
narcotics controlled substance permit; (g) any voluntary or involuntary surrender, suspension,
revocation or restriction of any professional license; (h) revocation of any professional board
certification; (i) any action commenced or taken against Physician by any licensing or privileging
authority; (j) the commencement or taking of any disciplinary action or inquiry whatsoever by any
licensing authority, institution or professional society; or (k) any agreement or understanding by
or between Physician and any licensing authority that Physician will not apply for license renewal
in a jurisdiction.



     2.3 Clinical Privileges; License Applications. Physician shall obtain a state medical
license (“License”) and clinical privileges (“Clinical Privileges”) for each state or medical
facility requested by the Practice within a reasonable time following Practice’s request. Practice
agrees to provide Physician with reasonable assistance, including the preparation and submission of



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applications necessary to obtain Licenses and Clinical Privileges at each hospital, imaging
center or other medical facility designated by Practice in its sole judgment to permit Physician to
provide Services at such facility. Physician shall furnish promptly upon request by Practice all
documentation, information or verifications necessary for the preparation and submission of
applications for Licenses and Clinical Privileges. Physician shall maintain each License and
Clinical Privilege granted to Physician until Practice specifies that such License or Clinical
Privilege is no longer required; which shall include fulfillment of any applicable Continuing
Medical Education (“CME”) or similar requirements for each state in which Physician holds a License
or at each facility where Physician holds Clinical Privileges. Physician shall relinquish a
Clinical Privilege upon a request to do so by Practice or by the institution that granted the
Clinical Privilege. Practice shall provide Physician with reasonable assistance with maintenance
and tracking of CME requirements for each state in which Physician holds a License. Upon
termination of this Agreement, Physician and Practice shall share the costs of expenses associated
with Licensing and Credentialing as set forth on Exhibit A.



     2.4 Medicare Identification and Qualification. Upon request by Practice, Physician
shall enroll or maintain enrollment in Medicare and/or similar or comparable public or private
third party payor programs, and shall provide Physician’s unique identifying number or similar
identification to Practice to facilitate billing. Practice agrees to provide Physician with
reasonable assistance in completing and maintaining such enrollments.



     2.5 Compliance with Professional Standards. Physician shall perform all Services
contemplated by this Agreement in accordance with the standards of professional ethics and practice
as may from time to time be applicable to the fields of medicine and radiology, in the United
States and in each of the states in which Physician holds a License, including standards
promulgated from time to time by the American College of Radiology for the practice of radiology
and teleradiology.



     2.6 Reports. Physician covenants and agrees that all reports (“Reports”) rendered by
Physician shall include all pertinent findings and clinical impressions, and shall be personally
reviewed and signed by Physician; and that Physician will verbally communicate clinical findings to
an attending physician where appropriate for patient care. Physician accepts responsibility for the
contents of all such signed reports and communications.



     2.7 Independent Contractor.



          a. Physician is and shall at all times remain an independent contractor to Practice. Nothing
in this Agreement shall create, or be construed to create, any relationship between Physician and
Practice other than that of an independent contractor. Physician hereby consents to Practice
identifying Physician among Practice’s independent contractor physicians on Practice’s, or
Practice’s management company’s website.




          b. Physician’s obligations under this agreement relate primarily to the provision of Services
as President and principle executive officer of Practice.




          c. Physician acknowledges that the Health Insurance Portability and Accountability Act of 1996
and related regulations (45 C.F.R. Parts 160 and 164) (“HIPAA”) and the Joint Commission on
Accreditation of Healthcare Organizations (“The Joint Commission”) require Practice to establish
and follow written procedures pertaining to the protection of patient information and the provision
of health care services. Physician further agrees to abide by Practice’s written procedures
complying with applicable HIPAA and The Joint Commission




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requirements in order that Practice and Physician may fulfill their respective legal
obligations under HIPAA and in order that Practice may maintain its The Joint Commission
accreditation. Practice’s written procedures applicable to physician are located on the Radiologist
Portal.




     2.8 Obligation to Update. Upon Practice’s request from time to time, Physician shall
provide certificates or other proof of continued compliance with Sections 2.1, 2.2 and 2.3 above,
and shall provide Practice written notice of any change in such status, not less than 30 days prior
to the effective date of such change.



     2.9 Policies and Procedures. Physician agrees to abide by the policies and procedures
set forth from time to time at the Practice’s Radiologist Portal, including those relating to
network use and access, use and care of equipment, and operating procedures as may be revised by
Practice from time to time.



     2.10 Information Requirements; Privileges. In connection with the granting of VRP
Privileges, Practice may request professional references from Physician and may require Physician
to complete questionnaires or other documentation necessary for or related to VRP Privileges or
Physician’s prospective Services. If Practice, in its sole judgment, is not satisfied with the
information provided in such references, questionnaires or other documentation, Practice may, in
its sole discretion, decline to grant VRP Privileges to Physician and terminate this Agreement.



     2.11 Additional Information; References. Physician agrees to obtain annually a
physical examination evidencing that Physician is not impaired from performing Services and to
furnish the same to Practice’s Medical Director. Upon request by Practice, Physician shall obtain
and thereafter maintain at least three cooperative personal references, and will obtain from time
to time such additional personal or training references necessary for Physician to obtain Clinical
Privileges. Practice will reasonably assist Physician to obtain the same.



3. Financial Arrangements




     3.1 Exclusive Billing. Practice shall bill for, collect from Practice’s customers and
clients, and own all of the fees that are charged for Physician’s services and all related accounts
receivable. Physician shall provide Practice, and at Practice’s request, its customers and clients
with all information reasonably necessary to permit such billing in a timely and accurate manner.
Physician shall be solely responsible for, and shall indemnify and hold Practice (and Practice’s
clients) harmless from, any claims, liabilities and repayment obligations with respect to: (a) the
accuracy of Physician’s record of claims; and (b) Physician’s compliance with federal and state
laws (including but not limited to Medicare and Medicaid requirements) relating to the submission
or assignment of such claims. Physician acknowledges and agrees that the right to bill and collect
for Services shall be the exclusive right of Practice. Physician shall not bill Practice’s clients
or their patients for Services provided.



     3.2 Taxes; No Withholdings, Benefits. The Professional Fees set forth in this
Agreement are inclusive of all applicable sales, use, gross receipts, excise, value-added,
withholding, and other taxes that may be due based on Practice’s payments to Physician under this
Agreement, all of which taxes shall be Physician’s sole obligation. Physician acknowledges and
agrees that: (a) neither Practice nor any of Practice’s patients or clients will withhold on behalf
of Physician pursuant to this Agreement any sums for income tax, unemployment insurance, social
security or any other withholding pursuant to any law or requirement of any governmental body
relating to Physician or make available to Physician any of the benefits



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afforded to employees of Practice or of Practice’s clients; and (b) all such withholdings and
benefits, if any, are the sole responsibility of Physician. Physician acknowledges and agrees that
the costs of licensing, credentialing and medical malpractice insurance paid by the Practice on
behalf of Physician will be reported as income to the Physician for tax purposes.



4. Patient Records and Information




     4.1 Patient Records and Patient Information. All patient records pertaining to
professional services shall remain the property of Practice’s Customers or Clients. Practice agrees
that it shall cause its Customers or Clients to obtain patient consents and patient authorizations
necessary for Physician to receive orders, images and other information necessary for Physician to
render a Report. Physician shall comply with all requirements of HIPAA, and applicable laws of any
U.S. state or Territory relating to the privacy, security and administration of patient health
information. Physician agrees to enter into, and thereafter comply with, any business associate or
confidentiality agreements reciting such obligations, including training sufficient for Physician
to demonstrate proper use, as may be required by Clients to permit access to a Client’s network and
patient information.



     4.2 Access to Books and Records. Physician and Practice shall each maintain all
records in a form and for the period of time required by applicable laws. Physician and Practice
shall make available to authorized agents of the Secretary of Health and Human Services (or other
governmental authority) this Agreement, any amendments to this Agreement, and any books, documents
or records belonging to Physician or Practice and any related entity that may be necessary to
verify the nature and extent of any payments made to Physician or Practice hereunder. Any such
access shall be in accordance with the written regulations established by the Secretary of Health
and Human Services to the extent required by law. In the event that Physician or Practice is
requested to disclose any books, documents or records for the purpose of an audit or investigation
of Services delivered under this Agreement, Practice or Physician shall notify the other of the
nature and scope of the request and shall make all books, documents or records so disclosed
available to the other upon written request.



5. Equipment




     5.1 Equipment.



          a. Practice shall provide, at no cost to Physician:





	 	(i)	 	HIPAA compliant computer equipment (“Practice
Equipment”) suitable for Physician to perform the Services;
	 
	 	(ii)	 	installation and setup instructions for the
Practice Equipment and reasonable technical assistance thereafter; and
	 
	 	(iii)	 	necessary patches, upgrades, and instructions
required to maintain, the security, operation, and HIPAA compliance, of
the Practice Equipment.





          b. Physician shall:



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	 	(i)	 	obtain a primary and secondary network access connection
meeting the requirements specified by Practice, provided that Practice shall
reimburse Physician for the portion of the primary network connection as
specified in Exhibit A;
	 
	 	(ii)	 	set-up and install the Practice Equipment according to the
instructions provided by Practice;
	 
	 	(iii)	 	follow Practice’s direction regarding maintenance and
operation of the Practice Equipment; and
	 
	 	(iv)	 	maintain the Practice Equipment in good order and repair and
replace (at Practice’s cost) the Practice Equipment or any part of it that
becomes worn out or obsolete. In addition, Physician is solely responsible for
any physical damage to the Practice Equipment that occurs on Physician’s
premises or otherwise while in Physician’s control.





     5.2 Procedures for HIPAA Compliance. Physician shall comply with the procedures
respecting use of Practice Equipment, including applicable HIPAA requirements, as are set forth at
Practice’s Radiologist Portal. Physician shall not: (i) use the Practice Equipment for any purpose
except the Provision of Services to Practice; or (ii) a utilize a network connection to provide
services to third parties if that connection is being used for the provision of Services to, or for
communication with, Practice.



     5.3 System Access. Practice will provide Physician with all necessary usernames and
passwords to access studies for Clients who have granted Clinical Privileges.



6. Term and Termination




     6.1 Initial Term and Renewal. This Agreement shall have an initial term of two years
from the Effective Date (the “Initial Period”). The Agreement shall automatically renew for
subsequent one-year periods after the expiration of the Initial Period and each subsequent one year
period (each a “Renewal Period”), unless earlier terminated pursuant to Section 6.2. The Initial
Period and each Renewal Period, if any, are collectively referred to herein as the “Term.”



     6.2 Termination; Suspension.



          a. Termination Without Cause. Either party may terminate this Agreement without cause
upon ninety (90) days prior written notice to the other.




          b. Termination for Cause. Either party may terminate this Agreement for cause if the
other party materially or repeatedly defaults in the performance of its obligations and has not
cured such default within 30 days of receipt of a default notice specifying the default and the
intention to terminate.




          c Automatic Suspension. Upon the occurrence of any of the following events, each of
which shall constitute a ground for termination for cause, then the provisions of Section 1 of this
Agreement shall be immediately suspended pending cure or termination in accordance with
subparagraph b of this Section 6.2:




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	 	(i)	 	failure, following reasonable notice by
Practice, of Physician to obtain reinstatement of Physician’s License
to practice medicine in any state or Territory of the United States;
	 
	 	(ii)	 	Physician’s Clinical Privileges with Clients
are terminated, limited or restricted in any manner if, in Practice’s
sole discretion, such termination, limitation or restriction would
materially affect;
	 
	 	(iii)	 	Physician fails to comply with any requirement under Section 2.1;
	 
	 	(iv)	 	Physician becomes ineligible for continued
malpractice insurance coverage pursuant to Article 7;
	 
	 	(v)	 	Physician is convicted upon trial or plea of
the commission of any felony or of the commission of a misdemeanor
related to the delivery of health care services or a moral turpitude;
	 
	 	(vi)	 	Physician is excluded or debarred from
participation in any federally- funded health care program, including
the Medicare or Medicaid programs, with the exception of ineligibility
based solely on Physician’s geographic location;
	 
	 	(vii)	 	Physician’s disability. For the purpose of
this Section, “disability” means the inability of Physician to provide
Services by reason of Physician’s illness or other physical or mental
impairment or condition continuing for a period of thirty (30) calendar
days; or
	 
	 	(viii)	 	If, in the reasonable judgment of Practice’s Medical Director, after
consultation with Practice’s Quality Assurance Officer or Quality
Assurance Committee, Physician (i) has failed to comply with the
requirements of Section 2.5 and (ii) such failure had or may have had
an adverse impact on patient care.





          d. Termination Coinciding with Termination of Physician’s Employment Agreement with
Virtual Radiologic Corporation. Termination of Physician’s employment as Chief Medical Officer
of Virtual Radiologic Corporation for any reason shall cause this Agreement to terminate
immediately.




     6.3 Consequences of Termination.



          a. Return of Property and Confidential Information. In the event of termination for
any reason, Physician shall return to Practice all property and Confidential Information (as
defined in Section 8.1) received from Practice, Physician shall immediately cease using any
passwords or other information provided by Practice for access to Practice’s or Practice Client’s
information systems, and Physician shall return to Practice at Physician’s own expense the VR
Workstation and any other equipment or software provided to Physician by Practice.




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7. Insurance



     7.1 Professional Liability Coverage. Practice agrees to have and maintain a policy of
professional liability insurance naming Physician as an additional insured with coverages of at
least the amount of One Million Dollars ($1,000,000) per claim and Three Million Dollars
($3,000,000) in the aggregate annually (the “Insurance”). The Insurance shall cover Physician for
malpractice claims made during the term of this Agreement, based on conduct alleged to have
occurred based on Services provided during the Term. Such coverage will apply only to the practice
of medicine performed for Practice and specifically excludes any other practice of medicine or
professional services that the Physician may engage in outside the Agreement. Physician agrees not
to disclose the name of Practice’s insurance provider or the details of Practice’s insurance policy
to any third party entity without the written authorization from an officer of the Practice.
Physician agrees to obtain separate insurance coverage for medical services outside the scope of
this Agreement that physician may provide for or on behalf of any third party.



     7.2 Tail Coverage. Upon termination of this Agreement, Practice shall maintain or
purchase medical malpractice coverage for a period after termination of this Agreement (“Tail”)
insuring against claims made relating to services performed by Physician during the term of this
Agreement. If seven (7) years of Tail Coverage is not commercially available from Practice’s
carrier, then Practice shall provide coverage for the maximum length of time that is commercially
available under its group medical malpractice policy. Physician shall pay the cost of separate Tail
Coverage purchased by Practice at Physician’s request.



     7.3 Separate Insurance. Physician agrees to provide certificate(s) of insurance (or
other proof of coverage) to Practice, upon its request, for all policies carried by Physician
relating to the practice of medicine or any other professional services conducted by Physician
outside of this Agreement, and agrees to provide Practice thirty (30) days prior written notice of
any change in, or termination of, such separate coverage.



8. Confidentiality and Prohibition Against Competition




     8.1 Physician shall abide by the provisions relating to confidentiality and non-competition as
are set forth is the separate Employment Agreement between Physician and Virtual Radiologic
Corporation.



9. Warranties, Indemnification and Limitation on Damages




     9.1 Disclaimer of Warranties. Except as otherwise expressly provided herein, all
services or products provided by Practice are provided without warranty of any kind, whether
express, implied or arising from custom, course of dealing or trade usage, any implied warranties
of non-infringement, merchantability or fitness for a particular purpose.



     9.2 Indemnification. Each party agrees to indemnify and hold the other harmless from
any and all claims, liabilities, damages, taxes, fines, repayment obligations or expenses,
including court costs and reasonable attorney fees (collectively, “Claims”), arising from any act
or omission by the indemnifying party or its employees or agents (excepting the indemnified party),
or from the indemnifying party’s material breach of this Agreement. Without limiting the generality
of the foregoing, Physician expressly agrees to indemnify and hold Practice harmless from any and
all Claims arising from any other professional services provided by or on behalf of Physician or
any other work Physician may engage in outside of this Agreement.



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     9.3 Limitation of Liability. Neither Practice nor Physician shall be liable for, nor
shall any measure of damages include, any indirect, incidental, special, exemplary, punitive or
consequential damages or amounts for loss of income, profits or savings, loss of data arising out
of or relating to its performance or failure to perform under this Agreement, even if the party
against whom liability is sought to be imposed has been advised of the possibility of such damages
or loss; provided, however, that the limitations of liability set forth this paragraph shall not
apply to (i) Practice’s failure to make payments to Physician for services rendered; (ii)
Physician’s obligations set forth in Article 8; or (iii) the reciprocal obligations of
indemnification set forth in Section 9.2.



10. Miscellaneous




     10.1 Force Majeure. Neither party shall be responsible for any damages, delay in
performance or failure to perform by Physician or Practice, if caused by any act or occurrence
beyond its reasonable control such as embargoes, changes in government regulations or requirements
(executive, legislative, judicial, military or otherwise), acts of war or terrorism, power failure,
electrical surges or current fluctuations, lightning, earthquake, flood, the elements or other
forces of nature, delays or failures of transportation, or acts or omissions of telecommunications
common carriers. In particular, without limitation, neither Physician nor Practice shall be
responsible for any interruption in Services caused by an interruption in or failure of Internet
services. Physician recognizes that any such Internet or network outage if lasting more than a
single 10 hour work shift may, if Practice scheduling allows, be credited against Physician’s
vacation time or may otherwise result in a prorated reduction in the contract minimum cash payment
to the Physician.



     10.2 Amendment. This Agreement may be amended only by a writing that is signed by both
parties.



     10.3 Assignment. Practice may, in its sole discretion, assign this Agreement to any
entity that succeeds to some or all of the business of Practice through merger, consolidation or
sale of some or all of the assets of Practice, or any similar transaction. Physician acknowledges
that the services to be rendered to Practice are unique and personal and therefore Physician may
not assign any rights or obligations under this Agreement.



     10.4 Successors and Assigns. Subject to Section 10.3, the provisions of this Agreement
shall be binding upon the parties hereto, upon any successor or assign of Practice, and upon
Physician’s heirs and the personal representative of Physician’s estate.



     10.5 Waiver. Any waiver by either party of compliance with any provision of this
Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or
of any subsequent breach by a party of the same or another provision of this Agreement. Any delay
or failure by either Party to assert a right under this Agreement shall not constitute a waiver by
said Party of any right hereunder, and either Party may subsequently assert all of its rights
hereunder as if the delay or failure had not occurred. No waiver by Practice shall be valid unless
in writing and signed by an authorized representative of Practice.



     10.6 Severability. If any one or more of the provisions (or portions thereof) of this
Agreement shall for any reason be held by a final determination of a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provision shall be deemed replaced by a



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provision that is valid, legal and enforceable and that comes closest to expressing the
intention of the parties.



     10.7 Governing Law, Arbitration. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota without reference to the conflict of law
provisions thereof. Any dispute, claim or controversy arising out of or related to this Agreement
shall be resolved by binding arbitration by a single arbitrator in Minneapolis, Minnesota, in
accordance with the Commercial Arbitration Rules of the American Arbitration Association then in
effect. Judgment upon the arbitration award shall be final, binding and conclusive and may be
entered in any court having jurisdiction. If for any reason Physician performs Services under this
Agreement outside of the United States, Physician agrees to submit to the jurisdiction of, be
accountable to, and remain in compliance with, all applicable state and federal law, rules,
regulations or executive orders of any U.S. or foreign government, agency or authority, and
accreditation authorities including but not limited to the American College of Radiology.



     10.8 Counterparts. This Agreement may be executed by facsimile signature and by either
of the parties in counterparts, each of which shall be deemed to be an original, but all such
counterparts shall constitute a single instrument.



     10.9 Notices. All notices, requests or other communications hereunder shall be in
writing and either transmitted via facsimile, overnight courier, hand delivery or registered mail,
postage prepaid and return receipt requested, to the parties at the address listed below their
respective signatures or such other addresses as may be specified by written notice. Notices shall
be deemed to have been given when received or, if delivered by registered mail, five days after
posting.



     10.10 Equitable Relief. The parties acknowledge that their remedies at law for any
breach or threatened breach of this Agreement may be inadequate. Therefore, a party shall be
entitled to seek injunctive and other equitable relief restraining a party from violating this
Agreement, in addition to any other remedies that may be available to it under this Agreement or
applicable law.



     10.11 Entire Agreement. This Agreement, including any attached Exhibits, schedules and
appendices (which are hereby incorporated into the Agreement), constitutes the entire agreement
between the parties hereto with respect to its subject matter and there are no other
representations, understandings or agreements between the Parties relating to such subject matter.



     10.12 Services Provided Prior to Effective Date. Except with respect to compensation,
the Parties acknowledge that any Services provided by Physician prior to the Effective Date of this
Agreement are covered by the terms herein. Physician acknowledges that any compensation owed for
Services performed prior to the Effective Date of this Agreement shall be covered, if at all, by
separate agreement.



     10.13 Survival. The provisions of this Section, Sections 2.4, 4, 6.3, 7.2, 8, 9 and 10
shall survive termination of this Agreement for any reason.



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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective
Date.



	 	 	 	 	 	 	 	 	 	 	 
	VIRTUAL RADIOLOGIC
PROFESSIONALS, LLC,	 	 	 	EDUARD MICHEL, M.D., PH.D.,	 	 
	 a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Eduard Michel, M.D., Ph.D.	 	 	 	By:	 	/s/ Eduard Michel, M.D., Ph.D.	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Eduard Michel, M.D., Ph.D., President
	 	 	 	 	 	Eduard Michel, M.D., Ph.D.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	July 30, 2009	 	 	 	Date:	 	July 30, 2009	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	Address:	 	 	 	Address:	 	 
	11995 Singletree Lane, Suite 500	 	 	 	11995 Singletree Lane, Suite 500	 	 
	 	 	 	 	 	 	 	 	 
	Minneapolis, MN 55344	 	 	 	Minneapolis, MN
55344	 	 





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EXHIBIT A

COMPENSATION AND COVERAGE PERIODS




I. Compensation



Physician shall be compensated at the rate of $50,000 per year (“Base Compensation”) for all
services rendered hereunder. Physician shall receive 1/12th of Base Compensation per
month no later than the 10th business day of each month. If Physician provides services
for less than the entire calendar month, payment will be prorated to reflect the total number of
days worked at a rate reflecting the daily rate multiplied by the total number of days worked in
that month.



Practice shall periodically reimburse Physician for recurring expenses associated with Physician’s
primary network connection used to provide Services under this Agreement. Practice shall make
payment to Physician against Practice’s receipt of reasonable documentation supporting the amount
requested. Practice shall not provide reimbursement for any portion of Physician’s secondary
network connection.



Amounts reimbursable to Physician shall not exceed $250.00 per month.




II. Coverage Periods; Start Date



Coverage Periods.



Physician shall be available on a back-up basis for emergency coverage requirements.




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EXHIBIT B

STATES



As of the date of this Agreement Physician holds a License to practice medicine in all 50 states
other than Texas, and is licensed to practice in the District of Columbia.




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EXHIBIT C

REPORTING TIMES



Physician will provide diagnostic reports as follows:





	 	(i)	 	For ER coverage, all requested Preliminary Interpretations as promptly as
reasonably possible, ordinarily within 30 minutes following receipt of all relevant
images and history.
	 
	 	(ii)	 	For ER coverage, all requested Final Interpretations as promptly as reasonably
possible, ordinarily within 30 minutes following receipt of all relevant images and
history; provided in the event Physician cannot reasonably render a Final
Interpretation within such time, Physician will render a Preliminary Interpretation
within 30 minutes and thereafter furnish a Final Interpretation as promptly as
reasonably possible, and in any case not longer than 24 hours.
	 
	 	(iii)	 	For non-ER coverage, all requested Final Interpretations within 24 hours
following receipt of all relevant images and history; provided that, Physician will
render Final Interpretations within 2 hours following receipt for customers designated
by Practice.






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