MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Connecticut – Comprehensive Template)

[// GUIDANCE: This model agreement is drafted to comply with Connecticut law, including the Connecticut Revised Uniform Partnership Act (Conn. Gen. Stat. §§ 34-300 et seq.) and key rules governing the corporate practice of medicine, physician licensing, and fee-splitting. Customize all bracketed items before execution and confirm all statutory references and dollar amounts for currency and applicability.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Formation; Purpose; Name
   3.2 Term; Effective Date
   3.3 Capital Contributions
   3.4 Allocation of Profits and Losses; Distributions
   3.5 Management and Voting
   3.6 Practice Operations
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Medical Practice Partnership Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and among the following duly licensed physicians (each, a “Partner,” and collectively, the “Partners”):

• [PARTNER A NAME], M.D., Connecticut License No. [_];
• [PARTNER B NAME], M.D., Connecticut License No. [___];
• [ADDITIONAL PARTNERS, if any].

RECITALS

A. Each Partner is duly licensed to practice medicine in the State of Connecticut pursuant to Conn. Gen. Stat. § 20-9 and is in good standing with the Connecticut Department of Public Health.
B. The Partners desire to form and operate a general partnership for the practice of medicine, to be conducted strictly in accordance with all applicable federal and Connecticut laws, rules, and regulations, including those governing physician licensing, the corporate practice of medicine, and prohibitions on unlawful fee-splitting.
C. The Partners wish to set forth their respective rights, duties, and obligations with respect to the Partnership, and to provide for the governance, management, and operation thereof.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in initial capital letters throughout and are deemed incorporated in the singular or plural as the context requires.

“Act” means the Connecticut Revised Uniform Partnership Act, Conn. Gen. Stat. §§ 34-300 et seq., as amended from time to time.

“Adjusted Capital Account” means, with respect to each Partner, such Partner’s Capital Account as adjusted in accordance with Section 3.3.5.

“Agreement” has the meaning set forth in the Document Header.

“Arbitration Rules” has the meaning set forth in Section 8.3.

“Capital Account” has the meaning set forth in Section 3.3.4.

“Capital Contribution” means the cash, property, or services (or any combination thereof) contributed to the Partnership by a Partner pursuant to Section 3.3.

“Claim” means any demand, action, suit, arbitration, inquiry, investigation, or proceeding (whether civil, criminal, administrative, or other) asserted by any Person.

“Confidential Information” has the meaning set forth in Section 5.3.

“Fee-Splitting Rules” means any Connecticut and federal statutes, regulations, advisory opinions, or professional ethics standards that prohibit or limit the division, sharing, or splitting of medical fees with persons or entities not licensed to practice medicine.

“Governing Law” has the meaning set forth in Section 8.1.

“Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 7.2.

“Injunctive Relief” has the meaning set forth in Section 8.5.

“Malpractice Claim” means any Claim alleging professional negligence or medical malpractice committed in the rendering of professional services by any Partner or by the Partnership.

“Non-Breaching Partner” has the meaning set forth in Section 6.3.

“Partnership” means the general partnership formed pursuant to this Agreement.

“Practice Licenses” means all permits, registrations, approvals, and licenses necessary for the lawful practice of medicine in Connecticut by the Partnership and its Partners.

“Restricted Period” has the meaning set forth in Section 5.4.1.

“State Court” means the Superior Court of the State of Connecticut, or any successor court of general jurisdiction within the State.

3. OPERATIVE PROVISIONS

3.1 Formation; Purpose; Name

3.1.1 Formation. The Partners hereby form a general partnership under the Act to be known as “[PRACTICE NAME], Partnership,” or such other name as may be agreed in writing and duly registered with the Connecticut Secretary of the State.
3.1.2 Purpose. The sole purpose of the Partnership is the practice of medicine and any lawful activities ancillary thereto as permitted for licensed physicians in Connecticut, subject to the corporate practice of medicine doctrine.
3.1.3 Place of Business. The principal place of business shall be [PRIMARY ADDRESS]. Additional offices may be established as determined by the Managing Partner(s) in accordance with Section 3.5.
3.1.4 Compliance. The Partnership shall continuously:
(a) Maintain all Practice Licenses;
(b) Ensure that only duly licensed physicians render medical services;
(c) Comply with all Fee-Splitting Rules; and
(d) Prohibit any ownership or control by persons or entities not duly licensed to practice medicine, except as expressly permitted by Connecticut law.

3.2 Term; Effective Date

This Agreement shall take effect on the Effective Date and shall continue until dissolved pursuant to Article 6 or 13, or as otherwise required by law.

3.3 Capital Contributions

3.3.1 Initial Contributions. On or before the Effective Date, each Partner shall contribute the amounts set forth on Schedule I.
3.3.2 Additional Contributions. No Partner shall be required to make additional Capital Contributions without such Partner’s written consent.
3.3.3 Failure to Contribute. Failure to timely fund a required Capital Contribution constitutes an Event of Default under Section 6.1(d).
3.3.4 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with U.S. federal income tax principles.
3.3.5 Adjustments. Capital Accounts shall be adjusted for contributions, distributions, allocations, and other items in accordance with IRS regulations under Code § 704.

3.4 Allocation of Profits and Losses; Distributions

3.4.1 Allocations. Profits and losses shall be allocated among Partners in proportion to their Percentage Interests as set forth on Schedule I, unless otherwise unanimously agreed in writing.
3.4.2 Distributions. Cash distributions shall be made quarterly, subject to:
(a) Retention of reasonable reserves;
(b) Compliance with Fee-Splitting Rules;
(c) Maintenance of malpractice insurance as required by Section 7.3.
3.4.3 Withholding. The Partnership may withhold from any distribution any amounts required by law and shall promptly remit such amounts to the appropriate taxing authorities.

3.5 Management and Voting

3.5.1 Managing Partner(s). [SELECT: “The Partners shall elect one (1) Managing Partner” OR “Management shall be vested in a Management Committee of [__] Physicians”].
3.5.2 Voting. Except as expressly provided, matters shall be decided by a Majority in Interest. Each Partner’s vote shall be weighted by such Partner’s Percentage Interest.
3.5.3 Reserved Matters. The following actions require unanimous written consent:
(a) Admission of a new Partner;
(b) Merger or sale of substantially all assets;
(c) Amendment of this Agreement;
(d) Voluntary dissolution.

3.6 Practice Operations

3.6.1 Professional Standards. Partners shall render medical services in accordance with the standard of care prevailing in Connecticut.
3.6.2 Personnel. All non-physician employees shall be hired and supervised solely by the Partnership. No Partner shall engage independent contractor physicians without both (i) unanimous Partner approval and (ii) compliance with Conn. Gen. Stat. § 20-9 and related regulations.
3.6.3 Fee Setting. Professional fees shall be established by the Managing Partner(s) in accordance with applicable law and payer contracts.
3.6.4 Billing Services. Billing may be outsourced to a third-party billing company under a written agreement that strictly complies with Fee-Splitting Rules.

4. REPRESENTATIONS & WARRANTIES

Each Partner represents and warrants to the Partnership and the other Partners, as of the Effective Date and continuing thereafter:

4.1 Licensure. The Partner is, and shall remain, duly licensed to practice medicine in Connecticut.
4.2 No Restrictions. The Partner is not subject to any order, agreement, or proceeding that would impair the Partner’s ability to perform hereunder.
4.3 Good Standing. The Partner’s license is in good standing; no disciplinary proceeding is pending or threatened.
4.4 Authority. The Partner has full legal power and authority to enter into and perform this Agreement.
4.5 Compliance. The Partner is not in violation of any law, including HIPAA, Stark Law, Anti-Kickback Statute, Connecticut Fee-Splitting Rules, or any other rule applicable to the Partner’s professional practice.
4.6 Survival. The representations and warranties in this Article 4 shall survive the withdrawal of any Partner for a period of [TWO (2)] years, except that fraud-based claims shall survive indefinitely.

5. COVENANTS & RESTRICTIONS

5.1 Maintenance of Licensure. Each Partner shall maintain an active, unrestricted Connecticut medical license and shall provide proof thereof upon request.
5.2 Continuing Education. Each Partner shall complete all CME requirements mandated by Conn. Gen. Stat. § 20-10b.
5.3 Confidentiality. Partners shall hold all confidential patient, business, and proprietary information (“Confidential Information”) in strict confidence in accordance with HIPAA and applicable Connecticut privacy laws.
5.4 Restrictive Covenants.
5.4.1 Non-Competition. During the term of this Agreement and for a Restricted Period of [] months following withdrawal or expulsion, no Partner shall establish or join a competing medical practice within a []-mile radius of any office operated by the Partnership, except as prohibited by Conn. Gen. Stat. § 20-14p (physician covenants not to compete).
5.4.2 Non-Solicitation. For the Restricted Period, no Partner shall solicit or hire any employee of the Partnership or solicit any patient treated by the Partnership within the previous [__] months.
5.5 Compliance Policies. The Partnership shall adopt written compliance policies addressing, at minimum:
(a) Billing and coding;
(b) Medical records;
(c) Anti-Kickback and Fee-Splitting Rules;
(d) Privacy and data security.

6. DEFAULT & REMEDIES

6.1 Events of Default. The occurrence of any of the following shall constitute an “Event of Default”:
(a) Material breach of this Agreement not cured within ten (10) business days after written notice;
(b) Suspension, restriction, or revocation of a Partner’s medical license;
(c) Filing of a voluntary or involuntary bankruptcy petition by or against a Partner, if not dismissed within sixty (60) days;
(d) Failure to make a required Capital Contribution;
(e) Exclusion from any federal or state health-care program.
6.2 Notice and Cure. The Non-Breaching Partner(s) shall give written notice specifying the Event of Default. If the default is curable, the Breaching Partner shall have the applicable cure period.
6.3 Remedies. Upon an uncured Event of Default, the Non-Breaching Partner(s) may, in addition to any other remedies at law or equity:
(a) Compel withdrawal or expulsion of the Breaching Partner;
(b) Offset any damages against distributions;
(c) Seek Injunctive Relief.
6.4 Attorneys’ Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Liability Caps (Malpractice Limits)

The aggregate liability of the Partnership and the non-responsible Partners for any Malpractice Claim shall not exceed the limits of the professional liability insurance maintained pursuant to Section 7.3, or such other amount as may be mandated or permitted by Connecticut law. Nothing herein shall limit the liability of a Partner whose negligence or willful misconduct gave rise to the Malpractice Claim.

7.2 Indemnification (Malpractice Indemnity)

7.2.1 Indemnity. Each Partner (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the Partnership and the other Partners (each, an “Indemnified Party”) from and against any Malpractice Claim arising out of the Indemnifying Party’s negligent or wrongful acts or omissions.
7.2.2 Procedure. Prompt written notice of any Claim shall be provided. The Indemnifying Party shall control the defense, subject to the Indemnified Party’s right to participate at its own expense.
7.2.3 Exclusions. Indemnification shall not apply to acts constituting gross negligence, willful misconduct, or fraud by the Indemnified Party.

7.3 Insurance

7.3.1 Professional Liability. The Partnership shall maintain claims-made (or, if available, occurrence-based) professional liability insurance with limits of not less than $[MINIMUM] per Claim and $[MINIMUM] aggregate, naming each Partner as an insured.
7.3.2 Tail Coverage. Upon withdrawal or dissolution, each Partner shall obtain extended reporting (“tail”) coverage for at least [__] years, at such Partner’s own expense unless the Partnership maintains occurrence-based coverage.
7.3.3 Other Insurance. The Partnership shall maintain general liability, cyber-liability, and workers’ compensation insurance as required by law and prudent practice.

7.4 Force Majeure

No Partner shall be liable for failure to perform any obligation (other than payment obligations) due to events beyond reasonable control, including acts of God, pandemics, or governmental orders; provided that such Partner gives prompt notice and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes hereunder shall be governed by, and construed in accordance with, the internal laws of the State of Connecticut, without regard to conflict-of-laws principles (“Governing Law”).

8.2 Forum Selection

Subject to the arbitration provisions of Section 8.3, the Partners irrevocably submit to the exclusive jurisdiction of the State Court located in [COUNTY], Connecticut, for any action arising out of or relating to this Agreement.

8.3 Arbitration (Preferred)

8.3.1 Scope. Except for (i) Injunctive Relief under Section 8.5, and (ii) collection of undisputed monetary obligations, any dispute, claim, or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect on the date the arbitration is filed (the “Arbitration Rules”).
8.3.2 Seat and Venue. The arbitration shall be seated in Hartford, Connecticut.
8.3.3 Award. The arbitrator(s) may award any relief available in a court, and judgment on the award may be entered in any court having jurisdiction.

8.4 Jury Trial Waiver (Optional)

EACH PARTNER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. [// GUIDANCE: Delete this clause if the Partners elect not to waive jury trial.]

8.5 Injunctive Relief

Nothing in this Article 8 shall prohibit any Partner from seeking temporary, preliminary, or permanent Injunctive Relief in State Court to prevent irreparable harm pending resolution of any dispute.

9. GENERAL PROVISIONS

9.1 Amendments. This Agreement may be amended only by a written instrument signed by all Partners.
9.2 Waivers. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted.
9.3 Assignment. No Partner may assign or delegate any rights or obligations hereunder without unanimous Partner consent. Any purported assignment in violation hereof is void.
9.4 Successors and Assigns. Subject to Section 9.3, this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and permitted assigns.
9.5 Severability. If any provision is held unenforceable, the remainder shall be enforced to the fullest extent permitted, and the invalid provision shall be reformed to reflect the Partners’ intent.
9.6 Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the subject matter and supersedes all prior agreements and understandings.
9.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile or secure electronic signature service (e.g., DocuSign) shall be binding.
9.8 Notices. All notices shall be in writing and delivered by (i) personal delivery, (ii) certified mail (return receipt requested), (iii) nationally recognized overnight courier, or (iv) encrypted email with delivery receipt, to the addresses listed on Schedule II, or as otherwise designated in writing.
9.9 Titles and Captions. Section titles are for convenience only and do not affect interpretation.
9.10 Interpretation. The parties acknowledge that each has reviewed and negotiated this Agreement and no rule of strict construction shall apply against the drafter.

10. EXECUTION BLOCK

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

[Corporate Acknowledgment / Notarization Block if required by Connecticut practice]

SCHEDULE I

Capital Contributions and Percentage Interests

SCHEDULE II

Notice Addresses

[// GUIDANCE:
1. Verify that non-competition and non-solicitation clauses comply with Conn. Gen. Stat. § 20-14p and current Connecticut public policy.
2. Confirm malpractice insurance limits with carrier and ensure tail coverage spans Connecticut’s statute of limitations for malpractice actions (generally two years, with certain tolling).
3. Review all tax allocations with a qualified accountant to ensure compliance with Subchapter K of the Internal Revenue Code.
4. Prior to admission of any non-physician equity participant, consult Connecticut law on the corporate practice of medicine and professional entity structures (e.g., professional corporations or limited liability companies).]