THE PRACTICE OF
MEDICINE.
TO THE EXTENT THAT ANY ACT OR SERVICE REQUIRED OF, OR RESERVED TO,
LAB OR CLARIENT IN THIS AGREEMENT IS CONSTRUED OR DEEMED TO CONSTITUTE THE
PRACTICE OF MEDICINE, THE PERFORMANCE OF SUCH ACT OR SERVICE BY LAB OR CLARIENT
SHALL BE DEEMED WAIVED OR UNENFORCEABLE, UNLESS THIS AGREEMENT CAN BE AMENDED TO
COMPLY WITH THE LAW, IN WHICH CASE THE PARTIES SHALL MAKE SUCH AMENDMENT.
6.4
FORM 1099 OR W-2.
IF REQUIRED TO DO SO UNDER
APPLICABLE LAW, LAB SHALL ISSUE AN INTERNAL REVENUE SERVICE FORM 1099 OR
FORM W-2 TO GROUP.
6.5
EXCLUSIVE SERVICES.
FOR THE TERM OF THE
AGREEMENT, ALL PROFESSIONAL SERVICES DESCRIBED IN SECTION 1.1 SHALL BE PERFORMED
BY GROUP PHYSICIANS ON AN EXCLUSIVE BASIS.
ALL PROFESSIONAL SERVICES OTHER THAN
THOSE DESCRIBED IN SECTION 1.1 SHALL BE OPEN SERVICES, EXCEPT AS OTHERWISE
DETERMINED BY LAB.
6.6
AGENT OF GROUP.
KENNETH J. BLOOM, M.D.,
F.C.A.P., OR HIS NAMED DESIGNEE(S), SHALL SERVE AS GROUP'S SOLE AND EXCLUSIVE
AGENT FOR PURPOSES OF COMMUNICATING WITH LAB CONCERNING THE RIGHTS OF GROUP
PURSUANT TO THIS AGREEMENT.
GROUP SHALL BE BOUND BY ALL ACTIONS AND AGREEMENTS
MADE BY THIS AGENT.
GROUP MAY DESIGNATE, FROM TIME TO TIME, A NEW AGENT(S) OF
GROUP, PURSUANT TO WRITTEN NOTICE TO LAB.
9
6.7
FULL-TIME SERVICE AND NONCOMPETITION.
DURING
THE TERM OF THIS AGREEMENT, NEITHER GROUP NOR ANY GROUP PHYSICIAN SHALL, WITHOUT
FIRST OBTAINING THE PRIOR WRITTEN CONSENT OF LAB, PARTICIPATE AS INDIVIDUALS,
PARTNERS, SHAREHOLDERS, EMPLOYEES, OR CONTRACTORS IN ANY PARTNERSHIP, FIRM, OR
CORPORATION THAT OWNS, OPERATES, PROVIDES SERVICES TO, BECOMES FINANCIALLY
INTERESTED IN, OR OTHERWISE AFFILIATES WITH ANY PERSON, PARTNERSHIP, FIRM, OR
CORPORATION THAT ENGAGES IN OR FACILITATES THE PERFORMANCE OF PROFESSIONAL
SERVICES AT ANY LOCATION OTHER THAN LAB WHICH IS LOCATED WITHIN A TWENTY-FIVE
(25) MILE RADIUS FROM LAB.
GROUP ACKNOWLEDGES THAT, AS OF THE DATE OF THIS
AGREEMENT, IT DOES NOT MAINTAIN ANY PRACTICE LOCATION INDEPENDENT OF LAB AND
THAT IT SHALL NOTIFY LAB AND OBTAIN ITS WRITTEN CONSENT PRIOR TO ESTABLISHING
ANY SUCH LOCATION.
6.8
PHYSICIAN COMPENSATION ARRANGEMENTS.
GROUP
REPRESENTS AND WARRANTS TO LAB THAT THE COMPENSATION PAID OR TO BE PAID BY GROUP
TO ANY GROUP PHYSICIAN IS AND WILL AT ALL TIMES WILL BE THE FAIR MARKET VALUE
FOR SERVICES AND ITEMS ACTUALLY PROVIDED BY SUCH GROUP PHYSICIAN, NOT TAKING
INTO ACCOUNT THE VALUE OR VOLUME OF REFERRALS OR OTHER BUSINESS GENERATED BY
SUCH GROUP PHYSICIAN FOR LAB OR ANY AFFILIATE.
GROUP FURTHER REPRESENTS AND
WARRANTS TO LAB THAT GROUP HAS AND WILL AT ALL TIMES MAINTAIN A WRITTEN
AGREEMENT WITH EACH GROUP PHYSICIAN RECEIVING COMPENSATION FROM GROUP.
6.9
MERGER OR SALE OF GROUP.
(A)
MERGER OR SALE RESTRICTIONS.
GROUP
ACKNOWLEDGES THAT CLARIENT AND LAB HAVE AGREED TO ENTER INTO THIS AGREEMENT
BASED UPON THE SKILLS, QUALIFICATIONS, EXPERIENCE, AND CHARACTERISTICS OF GROUP
AND THAT ANY MATERIAL CHANGE IN GROUP'S OPERATIONS, OWNERSHIP, CONTROL OR
QUALIFICATIONS MAY BE HARMFUL TO THE INTERESTS OF CLARIENT AND LAB UNDER THIS
AGREEMENT.
IN RECOGNITION OF CLARIENT'S AND LAB'S DEPENDENCE ON