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 SUCH SUPPORT PERSONNEL MAY RECEIVE.
CLARIENT 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.
(III)
SUPERVISION AND TRAINING OF SUPPORT
PERSONNEL.
CLARIENT SHALL, IN CONSULTATION WITH GROUP, MANAGE AND SUPERVISE ALL
SUPPORT PERSONNEL AND ARRANGE FOR TRAINING OF ALL SUPPORT PERSONNEL.
(G)
REPORTS.
CLARIENT SHALL PROVIDE GROUP WITH
FINANCIAL STATEMENTS RELATING TO GROUP OPERATIONS ("GROUP FINANCIAL STATEMENTS")
ON A PERIODIC BASIS, BUT AT LEAST ANNUALLY.
GROUP SHALL, AT ITS SOLE DISCRETION
AND EXPENSE, HAVE THE RIGHT TO CONDUCT AN INDEPENDENT AUDIT OF ANY GROUP
FINANCIAL STATEMENTS, AT GROUP'S EXPENSE.
(H)
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, CLARIENT SHALL, AT GROUP'S REQUEST, TRANSMIT, AT
GROUP'S EXPENSE, ALL GROUP RECORDS TO GROUP OR TO ANY OTHER PARTY DESIGNATED BY
GROUP.
CLARIENT 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 OR PERMITS, OR IN CONNECTION
WITH A MALPRACTICE ACTION INVOLVING CLARIENT.
CLARIENT AND GROUP SHALL COMPLY
WITH ALL APPLICABLE LAWS CONCERNING THE CONFIDENTIALITY OF ALL GROUP RECORDS.
CLARIENT AND ITS EMPLOYEES SHALL KEEP CONFIDENTIAL ALL STATISTICAL, FINANCIAL,
AND PERSONNEL DATA RELATING TO THE BUSINESS OF GROUP AND ANY GROUP PHYSICIANS
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.
(I)
INSURANCE.
CLARIENT SHALL ASSIST GROUP
IN OBTAINING MALPRACTICE INSURANCE COVERAGE, AS SET FORTH IN SECTION 5.1, THE
COST OF WHICH SHALL BE INCLUDED IN THE PROFESSIONAL SERVICES FEE SET FORTH IN
SECTION 4.1.
(J)
CLARIENT'S RIGHT TO SUBCONTRACT.
CLARIENT MAY SUBCONTRACT WITH OTHER PERSONS OR ENTITIES FOR ANY OF THE SERVICES
THAT CLARIENT IS REQUIRED TO PERFORM UNDER THIS AGREEMENT.
(K)
EXCLUSIVE AUTHORITY.
CLARIENT SHALL HAVE
THE EXCLUSIVE AUTHORITY TO PERFORM ALL OF ITS DUTIES SET FORTH IN THIS
AGREEMENT, SUBJECT TO THE FINAL AUTHORITY OF GROUP WHERE SPECIFIED IN THIS
AGREEMENT.
5
3.2
GROUP'S RIGHTS AND OBLIGATIONS.
(A)
BILLING MATTERS.
THE PARTIES RECOGNIZE
THAT MANY PATIENTS, REFERRING CLINICIANS AND THIRD PARTY PAYORS REQUIRE OR
REQUEST THE SUBMISSION OF A SINGLE CLAIM FOR THE TECHNICAL AND PROFESSIONAL
COMPONENT OF PATHOLOGY AND LABORATORY SERVICES, WHICH TYPICALLY ARE BILLED UNDER
THE SAME CPT CODE WITH THE APPROPRIATE MODIFIER(S).
TO ACCOMMODATE SUCH
REQUIREMENTS AND REQUESTS, THE PARTIES BELIEVE THAT IT IS IMPORTANT TO SUBMIT
GLOBAL CLAIMS FOR GROUP'S PROFESSIONAL SERVICES