MEDICAL PRACTICE PARTNERSHIP AGREEMENT

Florida (Governing Law)

[// GUIDANCE: This template is drafted for use by licensed physicians forming a Florida medical partnership or professional limited liability company (“PLLC”) under Fla. Stat. ch. 621. Confirm entity type before finalizing.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    3.01 Formation and Purpose
    3.02 Capital Contributions
    3.03 Allocations, Distributions, and Compensation
    3.04 Management and Voting
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

THIS MEDICAL PRACTICE PARTNERSHIP AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among the following licensed physicians (each individually, a “Partner,” and collectively, the “Partners”):

• [PARTNER A NAME], M.D., Florida license no. [__]
• [PARTNER B NAME], M.D., Florida license no. [____]
• [Any additional Partners]

(Each, together with any subsequently admitted Partner pursuant to Section 5.6, a “Party,” and collectively, the “Parties.”)

WHEREAS, the Partners desire to associate as a partnership (or, if elected, a professional limited liability company) for the purpose of owning and operating a medical practice in the State of Florida (the “Practice”); and

WHEREAS, each Partner is duly licensed to practice medicine in Florida under Fla. Stat. ch. 458 or 459, and the Parties intend that all professional services will be rendered in strict compliance with applicable Florida law, including without limitation Fla. Stat. ch. 456 (health professions), ch. 458/459 (medical practice), and ch. 621 (professional service entities);

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

Jurisdiction & Governing Law: This Agreement, and any dispute arising hereunder, shall be governed by the substantive laws of the State of Florida (“state_medical_law”) without regard to conflicts principles, except as pre-empted by federal law.

Forum Selection: State courts located in [COUNTY], Florida, shall have exclusive jurisdiction for all actions permitted under Section 8.3 that are not subject to arbitration.

II. DEFINITIONS

When used in this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Adjusted Capital Account” – A Partner’s Capital Account, as adjusted pursuant to Treas. Reg. § 1.704-1(b)(2)(iv).
“Affiliate” – Any Person directly or indirectly controlling, controlled by, or under common control with a Partner.
“Arbitration Rules” – The Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect.
“Capital Account” – A Partner’s capital account maintained in accordance with Section 3.02(d).
“Clinical Standards” – Evidence-based medical standards applicable to the Practice, including all rules of the Florida Board of Medicine.
“Disabling Event” – Death, Disability, license suspension/revocation, or exclusion from Medicare/Medicaid.
“Distributable Cash” – Cash available for distribution as determined under Section 3.03(a).
“Insurance Policy” – The professional liability insurance required by Section 7.1.
“Malpractice Claim” – Any actual or threatened claim alleging professional negligence arising out of medical services rendered by a Partner or the Practice.
“Person” – Any individual, partnership, PLLC, corporation, trust, or other legal entity.
“Required Majority” – Partners holding more than [__]% of the aggregate Percentage Interests.
“Tax Matters Partner” – The Partner designated under Section 3.04(f) with authority under the Internal Revenue Code.

[// GUIDANCE: Add or remove defined terms as necessary to match the final business deal.]

III. OPERATIVE PROVISIONS

3.01 Formation and Purpose

(a) Entity Election. The Partners hereby form and continue a [choose: general partnership / Florida professional limited liability company] (the “Entity”) pursuant to Fla. Stat. ch. 621.

(b) Principal Office. The principal place of business shall be [ADDRESS], or such other Florida location as the Required Majority may determine.

(c) Purpose. The sole purpose of the Entity is the practice of medicine and all activities incidental thereto. No Partner or the Entity shall engage in any business that violates the “corporate practice of medicine” doctrine under Florida law.

(d) Term. The term of the Entity shall commence on the Effective Date and continue until dissolved pursuant to Article VI or IX.

3.02 Capital Contributions

(a) Initial Contributions. Each Partner shall contribute the property or cash set forth on Schedule 3.02(a) on or before the Effective Date.

(b) Additional Contributions. No Partner shall be required to make additional capital contributions without such Partner’s written consent unless approved by the Required Majority in accordance with Section 3.04(b).

(c) Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with the Internal Revenue Code and applicable Treasury Regulations.

(d) Default in Contribution. If any Partner fails to timely make a required contribution, the non-defaulting Partners may (i) contribute the shortfall and adjust Percentage Interests accordingly, or (ii) treat such failure as an Event of Default under Section 6.1.

3.03 Allocations, Distributions, and Compensation

(a) Allocations. Profits and Losses shall be allocated among the Partners in proportion to their respective Percentage Interests, subject to any special allocations required by Code § 704(c).

(b) Distributions. Distributable Cash, after reserving for working capital, taxes, debt service, and capital expenditures, shall be distributed at least quarterly, unless otherwise determined by the Required Majority.

(c) Partner Compensation. Each Partner shall receive such reasonable guaranteed payments and productivity-based compensation as the Partners may set forth in Schedule 3.03(c), consistent with fair-market value and in compliance with federal and Florida fee-splitting and anti-kickback laws (see Fla. Stat. § 456.054).

(d) Withholding. The Entity may withhold amounts required by law from distributions or compensation and remit such amounts to the appropriate taxing authority.

3.04 Management and Voting

(a) Management Committee. The Practice shall be managed by a Management Committee consisting of all Partners unless the Partners elect a smaller committee by unanimous written consent.

(b) Voting. Each Partner shall have voting power equal to its Percentage Interest, except as otherwise expressly provided herein.

(c) Major Decisions Requiring Unanimous Consent. Notwithstanding subsection (b), the following actions require unanimous written consent of all Partners:
1. Admission of a new Partner (Section 5.6);
2. Merger, sale of all or substantially all assets, or dissolution;
3. Amendment of this Agreement;
4. Incurrence of indebtedness exceeding $[THRESHOLD];
5. Any action that would jeopardize compliance with Florida professional practice statutes.

(d) Day-to-Day Operations. The Management Committee may delegate day-to-day administrative duties to an Office Manager or Administrator, provided that clinical decisions remain under the direct supervision of licensed physicians in compliance with Fla. Admin. Code r. 64B8-9.

(e) Tax Matters. [PARTNER NAME] is designated as Tax Matters Partner and shall represent the Entity in all tax proceedings.

(f) Fiduciary Duties. Each Partner owes duties of loyalty and care to the Entity and other Partners, including compliance with Florida’s patient-trust doctrine.

IV. REPRESENTATIONS & WARRANTIES

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

4.1 Licensure & Good Standing. Partner holds an active, unrestricted license to practice medicine in Florida and is in good standing with all relevant boards.

4.2 No Constraints. Execution, delivery, and performance of this Agreement will not violate any other agreement, court order, or law applicable to the Partner.

4.3 No Malpractice Claims. Except as disclosed on Schedule 4.3, Partner has no pending, threatened, or resolved malpractice claims that would reasonably be expected to have a Material Adverse Effect.

4.4 Compliance. Partner is not excluded, debarred, or otherwise ineligible to participate in any federal or state health-care program.

4.5 Survival. The representations and warranties in this Article IV shall survive for a period of [__] years following a Partner’s withdrawal or the dissolution of the Entity.

V. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws. The Partners shall at all times comply with:
(a) Florida and federal statutes and regulations governing the practice of medicine, controlled substances, and patient privacy (including HIPAA and Fla. Stat. § 456.057);
(b) Corporate practice restrictions prohibiting the employment of physicians by unlicensed entities;
(c) Fee-splitting prohibitions (Fla. Stat. § 456.054) and safe-harbor regulations for ancillary services.

5.2 Non-Competition & Non-Solicitation.
(a) During the term and for [] years thereafter, no Partner shall engage in a Competing Practice within a []-mile radius of any Practice location, except as permitted by Fla. Stat. § 542.335.
(b) Each Partner shall not solicit Patients or employees of the Practice for such period.

5.3 Confidentiality. Partners shall maintain the confidentiality of Protected Health Information and trade secrets.

5.4 Maintenance of Licensure & Certifications. Each Partner shall complete all CME requirements and maintain privileges at [HOSPITAL NAMES].

5.5 Notice of Regulatory Action. Partner shall promptly notify the Management Committee of any investigation, disciplinary action, or Malpractice Claim.

5.6 Admission of New Partners. A new Partner may be admitted only upon (i) unanimous consent, (ii) execution of a joinder agreement, and (iii) satisfaction of licensure and capital contribution requirements.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default”:
(a) Failure to make required capital contributions within 30 days after written notice;
(b) Material breach of this Agreement not cured within 30 days after written notice;
(c) Disabling Event;
(d) Conviction of a felony or crime involving moral turpitude;
(e) Imposition of an emergency suspension order by the Florida Department of Health.

6.2 Remedies. Upon an Event of Default, the non-defaulting Partners may elect one or more of the following:
(i) Suspension of voting and distribution rights;
(ii) Mandatory buy-out of the defaulting Partner’s interest pursuant to Section 6.3;
(iii) Specific performance, injunction, or other equitable relief;
(iv) Expulsion of the defaulting Partner;
(v) Recovery of damages, including attorneys’ fees under Section 6.4.

6.3 Buy-Out Formula. The purchase price shall equal [multiple] × trailing-12-month collections attributable to the defaulting Partner, less Malpractice Claim reserves, payable []% in cash at closing and []% in promissory note amortized over [__] months.

6.4 Attorneys’ Fees. The prevailing Party in any action or arbitration shall recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Professional Liability Insurance.
(a) Minimum Coverage. Each Partner shall maintain individual professional liability insurance with limits of not less than $[1,000,000]/$[3,000,000] per claim/aggregate, or such higher limits as required by Fla. Stat. § 458.320.
(b) Tail Coverage. Upon withdrawal or dissolution, Partner shall obtain tail coverage for at least [__] years.

7.2 Indemnification (Malpractice Indemnity). Each Partner (“Indemnifying Partner”) shall indemnify, defend, and hold harmless the other Partners and the Entity (“Indemnified Parties”) from any Malpractice Claim arising out of the Indemnifying Partner’s acts or omissions, except to the extent covered by the Insurance Policy.

7.3 Limitation of Liability (Malpractice Limits). Except for willful misconduct or fraud, the liability of any Partner to the Entity or another Partner with respect to Malpractice Claims shall not exceed the greater of (i) the limits of the Insurance Policy, or (ii) the minimum statutory limits under Fla. Stat. § 458.320, as amended.

7.4 Force Majeure. No Party shall be liable for failure to perform due to acts of God, pandemics, or other events beyond reasonable control that directly prevent performance, provided the affected Party gives prompt notice and resumes performance when feasible.

VIII. DISPUTE RESOLUTION

8.1 Arbitration (Preferred). Except as provided in Sections 8.2 and 8.3, any dispute arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration administered by the AAA under its Arbitration Rules.
(a) Seat & Venue. The arbitration shall be seated in [CITY, Florida].
(b) Panel. The tribunal shall consist of one arbitrator with at least 10 years of health-care law experience.
(c) Discovery. Limited discovery consistent with Fed. R. Civ. P. 26-34, as modified by the arbitrator.
(d) Award. The arbitrator’s award shall be final, non-appealable, and may be entered in any court of competent jurisdiction.

8.2 Injunctive Relief. Notwithstanding Section 8.1, any Party may seek temporary, preliminary, or permanent injunctive relief or a restraining order in the state_court to preserve the status quo or prevent irreparable harm, pending arbitration.

8.3 Carve-Outs. Actions (i) to compel arbitration, (ii) for injunctive relief under Section 8.2, or (iii) to enforce an arbitration award, shall be brought exclusively in the [COUNTY] Circuit Court, and the Parties consent to personal jurisdiction and waive any objection to venue.

8.4 Jury Waiver. TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION PERMITTED UNDER SECTION 8.3. [// GUIDANCE: Delete if “Jury Waiver” is not elected.]

IX. GENERAL PROVISIONS

9.1 Amendments. This Agreement may be amended only by written instrument signed by all Partners.

9.2 Assignment. No Partner may assign or encumber its interest except as expressly permitted in Article VI or with unanimous Partner consent.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

9.4 Notices. Any notice required or permitted shall be in writing and deemed given when delivered (i) by hand with signed receipt, (ii) by certified mail, return receipt requested, or (iii) by nationally recognized overnight courier, to the addresses on Schedule 9.4. Email alone is insufficient.

9.5 Severability. If any provision is held unenforceable, the remainder shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to uphold the Parties’ original intent.

9.6 Entire Agreement. This Agreement (including schedules) constitutes the entire agreement among the Parties regarding the subject matter and supersedes all prior agreements, oral or written.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is an original and all of which constitute one instrument. Signatures delivered via PDF or reputable e-signature platform shall be deemed originals.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Corporate/Entity Acknowledgment, if forming PLLC]
[NOTARY BLOCK – Use Florida short-form acknowledgment if notarization required]

SCHEDULES & EXHIBITS (Attach as needed)

• Schedule 3.02(a) – Initial Capital Contributions
• Schedule 3.03(c) – Compensation Formula
• Schedule 4.3 – Malpractice Claim Disclosure
• Schedule 9.4 – Notice Addresses
• Exhibit A – Joinder Agreement (for New Partners)
• Exhibit B – Form of Promissory Note (Buy-Out)

[// GUIDANCE:
1. Confirm that all Partners are “qualified persons” under Fla. Stat. ch. 621.
2. File appropriate articles (Articles of Organization for PLLC; Partnership Registration if applicable) with the Florida Department of State.
3. Review Stark Law, Anti-Kickback Statute, and Florida fee-splitting prohibitions before finalizing compensation arrangements.
4. Consider adding HIPAA Business Associate Agreement if the Entity shares PHI with third-party management services.
5. Verify professional liability coverage meets or exceeds hospital credentialing requirements.]

© [YEAR]. Prepared by [LAW FIRM NAME]. All rights reserved.