PROVIDER.
ARTICLE III.
COMPENSATION
3.1
MANAGEMENT FEE.
GROUP SHALL PAY TO MANAGER A MONTHLY AMOUNT
DETERMINED IN ACCORDANCE WITH THE TERMS OF EXHIBIT 3.1 (THE "MANAGEMENT FEE"),
TOGETHER WITH ANY DEFERRED OR DELINQUENT AMOUNTS DUE AND PAYABLE BY GROUP TO
MANAGER FOR ANY PRIOR PERIOD.
3.2
TIMING AND MANNER OF PAYMENT.
MANAGER SHALL EXECUTE PAYMENT OF
MANAGEMENT FEE BY GROUP IN ACCORDANCE WITH SECTION 1.4(C) ABOVE.
3.3
UNPAID MANAGEMENT FEES.
GROUP SHALL TREAT AS AN ACCOUNT PAYABLE,
AND MANAGER SHALL TREAT AS AN ACCOUNT RECEIVABLE, ANY AMOUNTS THAT ARE PAYABLE
TO MANAGER PURSUANT TO SECTION 3.1 BUT ARE NOT YET PAID TO MANAGER.
3.4
ADDITIONAL COMPENSATION.
MANAGER AND GROUP MAY, FROM TIME TO TIME,
AGREE THAT MANAGER SHALL PROVIDE TO GROUP ITEMS OR SERVICES NOT DESCRIBED IN
THIS AGREEMENT ("ADDITIONAL SUPPORT").
ANY AGREEMENT TO PROVIDE ADDITIONAL
SUPPORT TO GROUP SHALL BE IN WRITING AND SHALL BE IN THE FORM OF AN AMENDMENT TO
THIS AGREEMENT SIGNED BY THE PARTIES.
IF MANAGER PROVIDES ADDITIONAL SUPPORT TO
GROUP, GROUP SHALL PAY ADDITIONAL COMPENSATION TO MANAGER, THE AMOUNT OF WHICH
SHALL BE SET FORTH IN ANY SUCH AMENDMENT.
3.5
PERIODIC ADJUSTMENTS.
THE PARTIES RECOGNIZE THAT THE SERVICES MAY
CHANGE IN SIZE AND SCOPE OVER THE TERM OF THE AGREEMENT WHICH MAY NECESSITATE
ADJUSTING THE FEES PROVIDED FOR HEREIN.
THEREFORE, THE PARTIES SHALL REVIEW THE
COMPENSATION NO LESS FREQUENTLY THAN ANNUALLY IF CHANGES IN SERVICES BY MANAGER
WARRANT SUCH MORE FREQUENT REVIEW, AND MAY AGREE IN WRITING TO MODIFICATION OF
THE COMPENSATION.
SUCH REVIEW SHALL CONSIDER THE SCOPE OF THE OPERATIONS
PURSUANT TO THIS AGREEMENT AT THE TIME OF THE REVIEW, CHANGES IN THE PURCHASING
POWER OF MONEY,
4
THE SIZE OF THE SUPPORT PERSONNEL WORKFORCE AND THE EXPENSES AND RISKS TO THE
PARTIES PERFORMING THIS AGREEMENT.
3.6
POST-TERMINATION FEE.
UPON ANY TERMINATION OF THIS AGREEMENT PRIOR
TO THE EXPIRATION DATE (AS DEFINED IN SECTION 6.1, BELOW), GROUP SHALL PAY TO
MANAGER ANY ACCRUED BUT UNPAID MANAGEMENT FEE AND ALL OTHER MONIES OWED TO
MANAGER PURSUANT TO THIS AGREEMENT.
ARTICLE IV.
INSURANCE AND INDEMNITY
4.1
MALPRACTICE LIABILITY INSURANCE.
GROUP SHALL OBTAIN AND
CONTINUOUSLY MAINTAIN PROFESSIONAL MALPRACTICE LIABILITY INSURANCE COVERAGE,
ISSUED BY AN INSURANCE COMPANY LICENSED OR OTHERWISE QUALIFIED TO ISSUE
PROFESSIONAL LIABILITY INSURANCE POLICIES OR COVERAGE IN THE STATE OF
CALIFORNIA, AND ACCEPTABLE TO MANAGER, IN THE AMOUNT OF AT LEAST ONE MILLION
DOLLARS ($1,000,000) PER OCCURRENCE OR CLAIM AND THREE MILLION DOLLARS
($3,000,000) IN THE ANNUAL AGGREGATE FOR THE ACTS AND OMISSIONS OF GROUP AND
EACH GROUP PRACTITIONER.
AT MANAGER'S OPTION AND EXPENSE, MANAGER SHALL BE
LISTED AS AN ADDITIONAL INSURED ON SUCH PROFESSIONAL LIABILITY INSURANCE POLICY,
IF SUCH COVERAGE IS AVAILABLE.
SUCH COVERAGE SHALL PROVIDE FOR A DATE OF
PLACEMENT PRECEDING OR COINCIDING WITH THE EFFECTIVE DATE OF THIS AGREEMENT.
4.2
CERTIFICATE OF INSURANCE.
ON OR BEFORE THE EFFECTIVE DATE, GROUP
SHALL PROVIDE MANAGER WITH AN ORIGINAL CERTIFICATE EVIDENCING PROFESSIONAL
MALPRACTICE LIABILITY INSURANCE COVERAGE, AND SHALL PROVIDE MANAGER WITH PROOF
OF CONTINUED PROFESSIONAL MALPRACTICE LIABILITY INSURANCE COVERAGE ON AN ANNUAL
BASIS