AND LAB'S TECHNICAL COMPONENT
SERVICES.
THEREFORE, UNLESS OTHERWISE AGREED UPON BY THE PARTIES, GROUP'S
PROFESSIONAL SERVICES WILL BE BILLED ON A GLOBAL BASIS WITH LAB'S TECHNICAL
COMPONENT SERVICES.
NOTWITHSTANDING THE FOREGOING, GROUP SHALL HAVE THE RIGHT
TO APPROVE THE FEES TO BE CHARGED FOR ITS PROFESSIONAL SERVICES AND ALL PRICE
NEGOTIATIONS WITH THIRD PARTY PAYORS FOR ITS PROFESSIONAL SERVICES.
(B)
ASSISTANCE WITH COLLECTIONS.
GROUP SHALL
PROVIDE CLARIENT WITH COMPLETE AND ACCURATE CHARGE SLIPS, CLAIMS OR ENCOUNTER
REPORTS SPECIFICALLY IDENTIFYING SERVICES RENDERED, SERVICE AND DIAGNOSIS CODES
IN A FORM AND SUBSTANCE AS INDICATED BY CLARIENT FROM TIME-TO-TIME.
GROUP SHALL
ASSIST CLARIENT, UPON CLARIENT'S REQUEST, WITH ALL NECESSARY STEPS FOR CLARIENT
TO MANAGE AND ADMINISTER THE FINANCIAL ASPECTS OF THE GROUP, INCLUDING REQUIRED
ASSISTANCE TO COMPLETE COLLECTIONS.
(C)
GROUP GOVERNING DOCUMENTS.
THE FOLLOWING
GOVERNING AND OPERATIONAL DOCUMENTS
ARE DEFINED AS THE "GOVERNING DOCUMENTS":
GROUP'S ARTICLES OF INCORPORATION, BYLAWS AND SHAREHOLDERS' AGREEMENTS.
GROUP
SHALL CONSISTENTLY AND UNIFORMLY UTILIZE THE GOVERNING DOCUMENTS IN THE CONDUCT
OF ITS BUSINESS AND SHALL COMPLY WITH AND REQUIRE PERFORMANCE OF ALL OF THE
PROVISIONS CONTAINED IN THE GOVERNING DOCUMENTS.
GROUP SHALL NOT REVISE, MODIFY
OR TERMINATE ANY OF THE GOVERNING DOCUMENTS, OR ENTER INTO ANY NEW AGREEMENT OR
ARRANGEMENT AFFECTING THE OWNERSHIP OR VOTING OF GROUP'S EQUITY SECURITIES OR
PARTNERSHIP INTERESTS (AS APPLICABLE) WITHOUT CLARIENT'S PRIOR WRITTEN
APPROVAL.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CLARIENT'S APPROVAL
BE REQUIRED FOR ANY HIRING OR TERMINATION OF ANY PHYSICIAN OR OTHER PROFESSIONAL
PERSONNEL BY GROUP, OR ANY OTHER ISSUES RELATED TO MEDICAL DECISION-MAKING
PROCESSES OR THE PRACTICE OF MEDICINE BY GROUP OR ANY GROUP PHYSICIAN.
ARTICLE IV.
COMPENSATION
4.1
PROFESSIONAL SERVICES FEE.
ON OR BEFORE THE
FIFTEENTH (15TH) BUSINESS DAY OF EACH CALENDAR MONTH DURING THE TERM OF THIS
AGREEMENT, CLARIENT SHALL PAY GROUP A MONTHLY FEE EQUAL TO THE AGGREGATE OF ALL
ESTIMATED SALARY AND BENEFIT EXPENSES AND ALL OTHER COSTS AND EXPENSES INCURRED
BY GROUP FOR THE PROVISION OF PROFESSIONAL SERVICES TO LAB UNDER THIS AGREEMENT
DURING THE IMMEDIATELY PRECEDING MONTH, AFTER PRESENTMENT BY GROUP TO LAB OF ALL
AVAILABLE INVOICES OR OTHER DOCUMENTATION THAT SET FORTH THE AMOUNT, NATURE AND
PURPOSE OF SUCH COSTS AND EXPENSES.
4.2
MANAGEMENT FEE.
CLARIENT'S COMPENSATION FOR
ITS MANAGEMENT AND ADMINISTRATIVE SERVICES UNDER THIS AGREEMENT SHALL BE THE
DIFFERENCE BETWEEN THE ACTUAL COLLECTIONS RECEIVED FOR THE PROFESSIONAL SERVICES
AND THE PROFESSIONAL SERVICES FEE PAID TO GROUP UNDER SECTION 4.1 ABOVE.
4.3
CATCH-UP AND WAIVER.
TO THE EXTENT THAT THE
ACTUAL PAYMENTS TO DATE UNDER THE ORIGINAL PSA ARE LESS THAN SHOULD HAVE BEEN
PAID AS DETERMINED PURSUANT TO THIS AGREEMENT (THE "DEFICIENCY"), (1) CLARIENT
RETROACTIVELY WAIVES THE RIGHT TO ANY COST REIMBURSEMENTS PREVIOUSLY REQUESTED
FROM GROUP, AND (2) IF SUCH WAIVER DOES NOT COVER THE ENTIRE DEFICIENCY,
CLARIENT WILL PAY AS SOON AS REASONABLY PRACTICAL AFTER COMPUTATION OF THE
DEFICIENCY ANY REMAINING AMOUNT TO GROUP.
CLARIENT HEREBY EXPRESSLY WAIVES AND
AGREES NOT TO ENFORCE GROUP'S OBLIGATION TO PAY ANY CONSIDERATION TO CLARIENT
PURSUANT TO THE TERMS OF THE ORIGINAL MSA.
6