BUSINESS AGREEMENTS THAT
AFFECT THE MEDICAL DECISION-MAKING PROCESSES OR THE PRACTICE OF MEDICINE BY
GROUP OR ANY GROUP PHYSICIAN SHALL BE SUBJECT TO THE FINAL APPROVAL OF GROUP.
(C)
DAY-TO-DAY SERVICES.
CLARIENT SHALL
FURNISH OR OBTAIN ALL TELEPHONES, PAGING DEVICES, OFFICE SERVICES (INCLUDING
SECRETARIAL, DUPLICATION AND FACSIMILE SERVICES) AND ANY OTHER SERVICES OF A
SIMILAR NATURE REASONABLY NECESSARY IN CONNECTION WITH THE DAY-TO-DAY OPERATIONS
OF GROUP AFTER CONSULTATION WITH GROUP OR AS DIRECTED BY GROUP.
(D)
ATTORNEY-IN-FACT.
SUBJECT TO
SECTION 3.2(A), GROUP APPOINTS CLARIENT (AND ANY SUBCONTRACTOR DESIGNATED BY
CLARIENT) AS GROUP'S LAWFUL ATTORNEY-IN-FACT FOR THE FOLLOWING PURPOSES (AND
SHALL EXECUTE THE POWER OF ATTORNEY ATTACHED AS EXHIBIT 3.1(D)):
(I)
BILLING AND COLLECTIONS.
TO COLLECT ALL
REVENUE FROM WHATEVER SOURCE, INCLUDING ACCOUNTS RECEIVABLE, DUE TO GROUP
HEREUNDER ("COLLECTIONS"), AND TO RECEIVE ALL COLLECTIONS ON GROUP'S BEHALF AND
TO SUE FOR AND GIVE SATISFACTION FOR MONIES DUE ON ACCOUNT AND TO WITHDRAW ANY
CLAIMS, SUITS OR PROCEEDINGS PERTAINING TO OR ARISING OUT OF CLARIENT'S OR
GROUP'S RIGHT TO COLLECT SUCH ACCOUNTS;
(II)
ENDORSEMENT.
TO TAKE POSSESSION OF AND
ENDORSE IN GROUP'S NAME ANY NOTES, CHECKS, MONEY ORDERS, INSURANCE PAYMENTS AND
ANY OTHER INSTRUMENTS RECEIVED AS COLLECTIONS; AND
(III)
BANKING POWERS.
TO DEPOSIT ALL COLLECTIONS
DIRECTLY INTO A BANK ACCOUNT MUTUALLY SELECTED BY CLARIENT AND GROUP.
CLARIENT
(AND ANY SUBCONTRACTOR DESIGNATED BY CLARIENT) SHALL HAVE THE RIGHT TO MAKE
WITHDRAWALS FROM SUCH ACCOUNT TO PAY ALL COSTS AND EXPENSES INCURRED IN THE
OPERATION OF GROUP AND TO FULFILL ALL OTHER TERMS OF THIS AGREEMENT.
(E)
SUPPLIES.
CLARIENT SHALL ARRANGE FOR SUCH
NON-MEDICAL SUPPLIES AS MAY BE REASONABLY NECESSARY FOR THE PROPER AND EFFICIENT
OPERATION OF THE LAB TO BE DELIVERED TO GROUP, AFTER CONSULTATION WITH GROUP.
(F)
SUPPORT PERSONNEL.
CLARIENT SHALL, IN
CONSULTATION WITH GROUP, PROVIDE TO GROUP THE SUPPORT SERVICES OF SUCH
NON-LICENSED PERSONNEL AS MAY BE REASONABLY REQUIRED TO SUPPORT GROUP'S
OPERATIONS AND TO ENABLE GROUP TO CARRY OUT AND PERFORM THE PROFESSIONAL
SERVICES ("SUPPORT PERSONNEL").
(I)
HIRING AND TERMINATION.
CLARIENT SHALL,
AFTER CONSULTATION WITH GROUP, HIRE AND FIRE ALL SUPPORT PERSONNEL.
GROUP SHALL
CONSULT WITH CLARIENT CONCERNING GROUP'S RECOMMENDATIONS ON PERFORMANCE
EVALUATIONS OF SUPPORT PERSONNEL.
WHILE GROUP DOES NOT HAVE THE AUTHORITY TO
TERMINATE THE EMPLOYMENT OF SUPPORT PERSONNEL, GROUP SHALL HAVE THE RIGHT TO
REJECT AS UNSUITABLE ANY PERSONNEL FURNISHED BY CLARIENT AT ANY TIME AND FROM
TIME-TO-TIME DURING THE TERM OF THIS AGREEMENT.
SUCH REJECTION SHALL BE HONORED
BY CLARIENT SUBJECT TO GROUP'S SHOWING THAT SAID PERSONNEL ARE TECHNICALLY
UNSATISFACTORY FOR THE JOB TO WHICH SUCH PERSONNEL HAS BEEN ASSIGNED BY REASON
OF LACK OF EXPERIENCE, ABILITY OR TECHNICAL SKILL OR BY REASON OF PERSONAL
INCOMPATIBILITY WITH OTHER PERSONS WITH WHOM THE PERSONNEL ARE REQUIRED TO
WORK.
NOTWITHSTANDING ANY OF THE STATEMENTS IN THIS SECTION 3.1(F)(I), CLARIENT
SHALL HAVE THE RIGHT TO TERMINATE OR HIRE SUPPORT PERSONNEL FOR ANY REASON IT
DEEMS NECESSARY.
4
(II)
COMPENSATION AND EMPLOYEE BENEFITS.
CLARIENT SHALL, IN CONSULTATION WITH GROUP, DETERMINE AND PAY ANY COMPENSATION
PAYABLE TO SUCH SUPPORT PERSONNEL, INCLUDING