ANY SUBCONTRACTOR DESIGNATED BY MANAGER) SHALL HAVE THE
RIGHT TO MAKE WITHDRAWALS FROM SUCH ACCOUNT TO PAY ALL COSTS AND EXPENSES
INCURRED IN THE OPERATION OF GROUP, INCLUDING PAYMENT OF THE MANAGEMENT FEE AS
SET FORTH IN SECTION 3.1, AND TO FULFILL ALL OTHER TERMS OF THIS AGREEMENT.
1.5
SUPPLIES.
MANAGER SHALL ARRANGE FOR NON-MEDICAL SUPPLIES NECESSARY
FOR THE PROPER AND EFFICIENT OPERATION OF THE LAB TO BE DELIVERED TO GROUP.
1.6
SUPPORT PERSONNEL.
MANAGER SHALL PROVIDE TO GROUP THE SUPPORT
SERVICES OF NON-LICENSED PERSONNEL AS REASONABLY REQUIRED TO SUPPORT GROUP'S
BUSINESS OPERATIONS IN CONNECTION WITH THE PSA ("SUPPORT PERSONNEL").
(A)
HIRING AND TERMINATION.
MANAGER SHALL HAVE THE RIGHT TO HIRE AND
TERMINATE ALL SUPPORT PERSONNEL.
(B)
COMPENSATION AND EMPLOYEE BENEFITS.
EXCEPT AS OTHERWISE AGREED BETWEEN
MANAGER AND GROUP, MANAGER SHALL HAVE THE RIGHT TO DETERMINE AND PAY
COMPENSATION PAYABLE TO ALL SUPPORT PERSONNEL, INCLUDING SALARIES, DEFERRED
COMPENSATION, FRINGE BENEFITS, BONUSES, HEALTH INSURANCE, LONG-TERM DISABILITY
AND GROUP LIFE INSURANCE, WORKERS' COMPENSATION INSURANCE, UNEMPLOYMENT
INSURANCE, RETIREMENT BENEFITS AND ANY OTHER BENEFITS THAT SUPPORT PERSONNEL MAY
RECEIVE.
MANAGER SHALL BE RESPONSIBLE FOR ALL EMPLOYEE RECORD KEEPING, PAYROLL
ACCOUNTING (INCLUDING SOCIAL SECURITY AND OTHER PAYROLL TAX REPORTING), INCOME
TAX WITHHOLDING, SOCIAL SECURITY AND OTHER PAYROLL TAXES, FORMS PROCESSING,
PAYROLL AND INTERNAL REVENUE SERVICE FILINGS AND RECORDS STORAGE AND RETRIEVAL
ON BEHALF OF ALL SUPPORT PERSONNEL.
(C)
SUPERVISION AND TRAINING OF SUPPORT PERSONNEL.
MANAGER SHALL MANAGE AND
SUPERVISE ALL SUPPORT PERSONNEL, AND SHALL ARRANGE FOR TRAINING.
1.7
REPORTS.
MANAGER SHALL PROVIDE GROUP WITH FINANCIAL STATEMENTS
RELATING TO GROUP OPERATIONS ("GROUP FINANCIAL STATEMENTS") ON AN ANNUAL BASIS.
GROUP SHALL, AT ITS SOLE DISCRETION AND EXPENSE, HAVE THE RIGHT TO CONDUCT AN
INDEPENDENT AUDIT OF GROUP FINANCIAL STATEMENTS.
2
1.8
BOOKS AND RECORDS; CONFIDENTIALITY.
ALL PATIENT REPORTS, FINANCIAL
RECORDS, CORPORATE RECORDS, PERSONNEL FILES, WRITTEN PROCEDURES AND OTHER SUCH
ITEMS RELATING TO THE BUSINESS AND ACTIVITIES OF GROUP ("GROUP RECORDS") SHALL
BE THE PROPERTY OF GROUP.
UPON ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT,
MANAGER SHALL, AT GROUP'S REQUEST, TRANSMIT ALL GROUP RECORDS TO GROUP OR TO ANY
OTHER PARTY DESIGNATED BY GROUP.
MANAGER SHALL HAVE A RIGHT TO COPY ALL RECORDS
PRIOR TO TRANSMITTAL, AT ITS EXPENSE, SUBJECT TO APPLICABLE LAW.
WITH RESPECT
TO PATIENT REPORTS, COPYING SHALL ONLY BE AS APPLICABLE LAW REQUIRES, PERMITS,
OR IN CONNECTION WITH A MALPRACTICE ACTION INVOLVING MANAGER.
MANAGER AND GROUP
SHALL COMPLY WITH ALL APPLICABLE LAWS CONCERNING THE CONFIDENTIALITY OF ALL
GROUP RECORDS.
MANAGER AND ITS EMPLOYEES SHALL KEEP CONFIDENTIAL ALL
STATISTICAL, FINANCIAL, AND PERSONNEL DATA RELATING TO THE BUSINESS OF GROUP AND
GROUP PRACTITIONERS EXCEPT FOR ANY DATA THAT BECOMES PUBLICLY AVAILABLE, OR ANY
DATA TO WHICH THE PUBLIC HAS THE LEGAL RIGHT OF ACCESS, OR THAT MAY BE
RIGHTFULLY OBTAINED FROM THIRD PARTIES.
1.9
INSURANCE.
MANAGER SHALL ASSIST GROUP IN OBTAINING MALPRACTICE
COVERAGE, AS SET FORTH IN SECTION 4.1.
1.10
MANAGER'S RIGHT TO SUBCONTRACT.
MANAGER MAY SUBCONTRACT WITH OTHER
PERSONS OR ENTITIES FOR ANY OF THE SERVICES THAT MANAGER IS REQUIRED TO PERFORM
UNDER THIS AGREEMENT.