MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Colorado – Physician-Owned Partnership)

[// GUIDANCE: Replace bracketed fields with client-specific information. Delete guidance comments before final execution.]

Table of Contents

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Medical Practice Partnership Agreement (the “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and among the following physician-partners (each, a “Partner,” and collectively, the “Partners”):
   • [PARTNER 1 LEGAL NAME], M.D.
   • [PARTNER 2 LEGAL NAME], M.D.
   • [Additional Partner(s) as applicable]

2. Practice Name and Form.
   The Partners hereby form a Colorado general partnership (the “Partnership”) to conduct the clinical practice of medicine under the name [PRACTICE NAME] (the “Practice”) in accordance with (i) the Colorado Medical Practice Act and all regulations of the Colorado Medical Board, (ii) the Colorado Revised Uniform Partnership Act, and (iii) all other applicable federal, state, and local laws (collectively, “Applicable Law”).

3. Recitals.
   A. Each Partner is duly licensed and in good standing to practice medicine in the State of Colorado.
   B. The Partners desire to associate as a partnership exclusively owned and controlled by licensed physicians, consistent with Colorado’s corporate-practice-of-medicine restrictions, for the purpose of rendering medical services to the public.
   C. In consideration of the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Partners agree as follows.

II. DEFINITIONS

Unless the context clearly requires otherwise, the following capitalized terms have the meanings set forth below. Defined terms appear in alphabetical order and apply throughout this Agreement.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Partner.
“Agreement” – this Medical Practice Partnership Agreement, including all Exhibits and Schedules, as amended from time to time.
“Arbitration Rules” – the [American Arbitration Association (“AAA”) Healthcare Payor Provider Arbitration Rules] or any successor set of rules designated herein.
“Capital Contribution” – the aggregate cash, property, and services (or the fair market value thereof) contributed by a Partner pursuant to Section 3.4.
“Distributable Cash” – cash available for distribution to Partners, determined in accordance with Section 3.6.
“Event of Default” – any event specified in Section 6.1.
“Fiscal Year” – the Partnership’s fiscal year ending [FISCAL YEAR END DATE].
“Indemnified Party” – a Person entitled to indemnification under Section 7.2.
“Management Committee” – the governing body described in Section 3.7.
“Malpractice Claim” – any claim or proceeding alleging professional negligence or other professional liability in connection with medical services rendered by the Practice or a Partner.
“Major Decision” – any matter designated a “Major Decision” under Section 3.8 requiring enhanced approval thresholds.
“Non-Solicitation Period” – the period stated in Section 5.3(b).
“Profits and Losses” – the Partnership’s taxable income or loss for each Fiscal Year, as determined under Section 3.5.

[// GUIDANCE: Add or delete defined terms to match customized provisions.]

III. OPERATIVE PROVISIONS

3.1 Formation; Purpose; Authority

(a) Formation. The Partners hereby continue the Partnership effective as of the Effective Date.
(b) Purpose. The sole purpose of the Partnership is the practice of medicine and activities ancillary thereto which physicians may lawfully perform in Colorado.
(c) Authority Limitation. No Partner shall, without prior approval required under this Agreement, undertake any act that would:
(i) violate Applicable Law, including fee-splitting prohibitions with non-physicians;
(ii) admit an unlicensed individual or entity to an equity or revenue interest in the Practice; or
(iii) bind the Partnership to guaranty or assume the debt of any third party.

3.2 Name; Principal Office

(a) The Practice shall operate under the name stated in Section 1.
(b) Principal office: [ADDRESS], or such other Colorado location as the Management Committee may designate.

3.3 Term

The Partnership shall commence on the Effective Date and shall continue until dissolved pursuant to Article VI.

3.4 Capital Contributions

(a) Initial Contributions. On or before the Effective Date, each Partner shall contribute the amounts set forth on Schedule A.
(b) Additional Contributions. Additional Capital Contributions shall require the affirmative vote of Partners holding at least [SUPERMAJORITY %] of Percentage Interests.

3.5 Allocation of Profits and Losses

Profits and Losses for each Fiscal Year shall be allocated to the Partners pro rata in accordance with their respective Percentage Interests, except as otherwise provided in Schedule B or to comply with Internal Revenue Code Subchapter K.

3.6 Distributions

(a) Subject to retention of reasonable working capital reserves, Distributable Cash shall be distributed at least [QUARTERLY/MONTHLY] in proportion to Percentage Interests.
(b) No distribution shall violate the Partnership’s obligations to creditors or Applicable Law.

3.7 Management; Day-to-Day Operations

(a) Management Committee. The Practice shall be governed by a Management Committee composed of [NUMBER] Partners elected annually.
(b) Authority. The Management Committee shall have authority over ordinary-course matters; Major Decisions require Partner approval per Section 3.8.
(c) Managing Partner. The Committee may appoint a Managing Partner to oversee clinical and administrative operations.

3.8 Major Decisions

The following actions constitute Major Decisions and require approval by Partners holding [UNANIMOUS/SUPERMAJORITY %] of Percentage Interests:
1. Admission of a new Partner;
2. Merger, consolidation, or sale of substantially all assets;
3. Incurrence of indebtedness exceeding [$ AMOUNT];
4. Amendments to this Agreement;
5. Adoption of or material changes to compensation formulas.

3.9 Books; Records; Banking

(a) GAAP-based books and records shall be maintained at the principal office and be available to Partners during reasonable business hours.
(b) All Partnership funds shall be deposited in accounts held in the Partnership’s name; withdrawals require [DUAL] signature authority.

IV. REPRESENTATIONS & WARRANTIES

Each Partner represents and warrants to the others, as of the Effective Date and on a continuing basis, that:

4.1 Licensure & Good Standing. The Partner is, and shall remain, duly licensed and in good standing to practice medicine in Colorado.

4.2 No Disciplinary Action. The Partner is not subject to any current restriction, probation, revocation, or suspension by any medical board, hospital, or third-party payor.

4.3 Authority. The Partner has full power to enter into and perform this Agreement without violation of any contractual, professional, or legal obligation.

4.4 Legal Compliance. Execution and performance of this Agreement will not cause the Partner to breach any Applicable Law or professional standard.

4.5 Survival. The representations and warranties in this Article IV shall survive Partner withdrawal or expulsion for a period of [TWO (2)] years.

V. COVENANTS & RESTRICTIONS

5.1 Maintaining Licensure. Each Partner shall maintain an unrestricted Colorado medical license, DEA registration, and all credentials required to perform medical services through the Practice.

5.2 Fee-Splitting; Corporate Practice. The Partners shall not (a) share fees with, or pay compensation to, any non-physician in violation of Colorado’s fee-splitting prohibitions, or (b) permit any individual or entity not licensed to practice medicine to exercise control over, or hold a financial interest in, the Practice.

5.3 Restrictive Covenants.
(a) Non-Competition. During the term of the Partnership and for [TWELVE (12)] months following a Partner’s withdrawal or expulsion, such Partner shall not establish or join a competing medical practice within [X] miles of any Practice office, except as limited by C.R.S. § 8-2-113(3).
(b) Non-Solicitation. During the Non-Solicitation Period—being the term of this Agreement plus [ONE (1)] year thereafter—a Partner shall not solicit Practice patients or employees for competing services.
(c) Blue-Pencil. If any restraint is deemed overbroad, a court may modify it to the minimum extent necessary for enforceability.

5.4 Professional Liability Insurance. Each Partner shall maintain occurrence-based professional liability insurance with minimum limits of [$1,000,000/$3,000,000] and shall provide certificates evidencing coverage upon request.

5.5 Confidentiality; HIPAA. All Partners shall preserve confidential patient information and comply with HIPAA, as well as any state privacy laws.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Any of the following constitutes an Event of Default by a Partner (“Defaulting Partner”):
(a) Suspension, revocation, or voluntary surrender of medical license;
(b) Conviction of a felony or crime involving moral turpitude;
(c) Material breach of this Agreement not cured within [30] days after written notice;
(d) Failure to maintain required professional liability insurance;
(e) Gross negligence or willful misconduct causing material harm to the Practice.

6.2 Notice; Cure. The non-defaulting Partners shall deliver written notice describing the Event of Default. If curable, the Defaulting Partner shall have the applicable cure period.

6.3 Remedies. Upon an uncured Event of Default, the non-defaulting Partners may, in addition to monetary damages, elect one or more of the following remedies:
(i) Mandatory Buy-Out of the Defaulting Partner’s interest under Section 6.4;
(ii) Expulsion of the Defaulting Partner;
(iii) Injunctive Relief to prevent further harm;
(iv) Set-Off against distributions otherwise due.

6.4 Buy-Out Mechanics. The purchase price for a Defaulting Partner’s interest shall equal the lesser of (a) fair market value as determined by an independent appraiser, or (b) the Defaulting Partner’s capital account balance, payable per Section 6.4(d).

6.5 Attorneys’ Fees. The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Limitation of Liability. Except for (i) willful misconduct, (ii) fraud, or (iii) criminal acts, no Partner shall be liable to the Partnership or any other Partner for monetary damages exceeding the malpractice insurance limits carried under Section 5.4.

7.2 Indemnification.
(a) Mutual Malpractice Indemnity. The Partnership shall indemnify, defend, and hold harmless each Partner from any Malpractice Claim arising out of acts or omissions within the scope of Partnership duties, to the extent such claim is covered by insurance.
(b) Partner Indemnity to Partnership. Each Partner shall indemnify the Partnership for damages and costs resulting from such Partner’s (i) gross negligence, (ii) willful misconduct, or (iii) breach of this Agreement.

7.3 Insurance Procurement. The Partnership shall maintain entity professional liability insurance with limits consistent with Section 5.4. The cost of such coverage is a Practice expense.

7.4 Force Majeure. No Partner shall be liable for delays or non-performance caused by acts of God, pandemic, governmental orders, or other events beyond reasonable control, provided the Partner uses commercially reasonable efforts to mitigate.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to its conflicts-of-law principles.

8.2 Forum Selection for Injunctive Relief. Each Partner consents to exclusive jurisdiction and venue for provisional or injunctive relief in the state courts located in [COUNTY], Colorado.

8.3 Arbitration.
(a) Mandatory Arbitration. Any Dispute not resolved within [60] days after written notice shall be finally settled by binding arbitration administered by the AAA under the Arbitration Rules in effect on the date the demand is filed.
(b) Seat and Hearings. The seat of arbitration shall be [CITY], Colorado; hearings may be conducted virtually.
(c) Arbitral Relief. The arbitrator may award any remedy available at law or in equity, including specific performance.
(d) Confidentiality. All arbitration proceedings are confidential, except as required to enforce an award.

8.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT. [// GUIDANCE: Delete if client elects not to include a jury-waiver.]

IX. GENERAL PROVISIONS

9.1 Amendment; Waiver. This Agreement may be amended only by a written instrument executed by Partners holding at least [SUPERMAJORITY %] of Percentage Interests. No waiver shall be effective unless in writing and signed by the waiving party.

9.2 Assignment. No Partner may assign or encumber its Partnership interest except as expressly permitted herein.

9.3 Successors and Assigns. This Agreement binds and benefits the parties and their permitted successors and assigns.

9.4 Severability. If any provision is held invalid, the remaining provisions remain enforceable, and the invalid provision will be reformed to the minimum extent necessary.

9.5 Integration. This Agreement, together with all Schedules and Exhibits, constitutes the entire agreement among the Partners and supersedes all prior agreements or understandings.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures delivered electronically (e.g., via PDF or DocuSign) are binding.

9.7 Notices. All notices must be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), (iii) by nationally recognized overnight courier, or (iv) by email with confirmation of receipt, to the addresses set forth on Schedule C or as later designated.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Partners execute this Medical Practice Partnership Agreement as of the Effective Date.

[Optional Notary Acknowledgment – Colorado]
State of Colorado )
County of [COUNTY])

Subscribed and sworn before me on __, 20__ by the above-named Partners.

Notary Public
My Commission Expires: ______

Schedule A – Initial Capital Contributions

Schedule B – Special Allocation & Compensation Formulae

[Insert RVU or productivity-based formulas, deferred compensation arrangements, etc.]

Schedule C – Notice Addresses & Contact Information

[Insert physical addresses, email, fax, and phone for each Partner.]

[// GUIDANCE: This template is designed for partnerships wholly owned by Colorado-licensed physicians. If non-physician investment or multi-state practice is contemplated, consult additional regulatory counsel. Prior to execution, verify that restrictive covenants comply with current Colorado statute C.R.S. § 8-2-113 and any amendments. For integrated health system affiliations, ensure alignment with Stark Law, Anti-Kickback Statute, and Colorado fee-splitting rules.]