Iowa Medical Practice Partnership Agreement

IOWA MEDICAL PRACTICE PARTNERSHIP AGREEMENT

This Medical Practice Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the licensed physicians identified on Schedule A (each a "Partner," and collectively the "Partners") for the practice of medicine in the State of Iowa.

RECITALS

A. Each Partner is an individual licensed and in good standing to practice medicine and surgery (or osteopathic medicine and surgery) in the State of Iowa pursuant to Iowa Code chapter 148.

B. The Partners desire to associate as a general partnership (alternatively, a professional corporation under Iowa Code ch. 496C, or a professional limited liability company under Iowa Code ch. 489, §§ 489.1108–489.1119) for the purpose of conducting a medical practice (the "Practice").

C. Iowa permits the practice of medicine through professional entities, subject to the requirement that ownership interests be issued only to individuals licensed in the profession the entity is authorized to practice (Iowa Code § 489.1108; ch. 496C).

NOW, THEREFORE, in consideration of the mutual covenants below, the Partners agree as follows.

ARTICLE 1. FORMATION AND NAME

The Partnership shall comply with all licensing, registration, and renewal requirements of the Iowa Secretary of State and the Iowa Board of Medicine (Iowa Admin. Code r. 653).

ARTICLE 2. PURPOSE; SCOPE OF PRACTICE

The sole purpose of the Partnership is the practice of medicine and surgery as defined in Iowa Code ch. 148 and any ancillary services lawfully rendered by Iowa-licensed physicians. No Partner shall cause the Partnership to engage in any activity prohibited by ch. 148, by Iowa Admin. Code r. 653, or by the corporate-practice-of-medicine doctrine as recognized in Iowa.

ARTICLE 3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

Pursuant to Iowa Code § 489.1108 (and ch. 496C for PCs), all ownership interests must be held by individuals licensed to practice medicine. Any transfer or issuance to an unlicensed person is void ab initio.

ARTICLE 4. MANAGEMENT AND VOTING

4.1 Managing Partner. The Partners shall annually designate a Managing Partner with day-to-day operational authority, subject to the limits in Section 4.3.

4.2 Voting. Except as provided in Section 4.3, decisions require approval of Partners holding a majority of ownership interests.

4.3 Supermajority Decisions. The following require unanimous (or [__]%) approval:

• ☐ Admission of a new Partner
• ☐ Sale, merger, or dissolution
• ☐ Assumption of debt over $[______]
• ☐ Capital call exceeding $[______] per Partner
• ☐ Amendment of this Agreement
• ☐ Settlement of any malpractice claim above $[______]

4.4 Clinical Independence. Notwithstanding any other provision, no Partner, employee, or contractor may interfere with another Partner's independent clinical judgment. Each Partner remains personally responsible for the standard of care owed to that Partner's patients consistent with Iowa Code ch. 148 and Pauscher v. Iowa Methodist Medical Center, 408 N.W.2d 355 (Iowa 1987).

ARTICLE 5. DISTRIBUTIONS AND COMPENSATION

ARTICLE 6. FEE-SPLITTING AND ANTI-KICKBACK COMPLIANCE

6.1 Iowa Prohibition. No Partner shall divide, offer to divide, or accept a divided fee for professional services in any manner constituting unprofessional conduct under Iowa Code § 148.6 or Iowa Admin. Code r. 653 (verify current subsection of § 148.6(2) before relying on a specific paragraph).

6.2 Federal Compliance. The Partnership and each Partner shall comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), and all implementing regulations. Compensation arrangements must satisfy applicable safe harbors and exceptions.

6.3 Permitted Distributions. Distributions of Partnership profits made pro rata to ownership interests, paid solely on account of capital and not for patient referrals, are not "fee-splitting" within the meaning of Section 6.1.

ARTICLE 7. RESTRICTIVE COVENANTS

7.1 Iowa Standard. The covenants below are intended to satisfy the three-part reasonableness test of Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751 (Iowa 1999): (a) reasonably necessary to protect the Partnership's legitimate interests; (b) not unreasonably restrictive of the departing Partner's rights; (c) not prejudicial to the public interest, including patient access to care.

7.2 Non-Competition. For a period of [12 / 18 / 24] months following separation, the departing Partner shall not engage in the practice of [SPECIALTY] within a [10–25] mile radius of any Practice office where the Partner regularly practiced during the [12] months preceding separation. The radius and duration shall be the minimum reasonably necessary; a court may reform overbroad terms (blue-pencil) consistent with Iowa precedent.

7.3 Non-Solicitation. For [24] months following separation, the departing Partner shall not solicit Practice patients seen by the Partner within the [12] months preceding separation, employees, or referral sources, except that nothing herein restricts a patient's right to choose a physician.

7.4 Confidentiality. Each Partner shall preserve the confidentiality of patient information in accordance with HIPAA (45 C.F.R. Parts 160, 164) and Practice trade secrets indefinitely.

7.5 Public Interest Carve-out. No covenant in this Article 7 shall be enforced to deny a patient access to emergency care or to a physician of the patient's informed choice when no reasonable alternative is available.

ARTICLE 8. ADMISSION, WITHDRAWAL, AND EXPULSION

8.1 Admission. New Partners may be admitted only by supermajority vote and only if currently licensed under Iowa Code ch. 148.

8.2 Voluntary Withdrawal. A Partner may withdraw on [90/180] days' written notice. The withdrawing Partner shall cooperate in transitioning patient care consistent with the Iowa Board of Medicine's expectations regarding patient abandonment.

8.3 Mandatory Withdrawal. A Partner shall withdraw upon: (a) loss, suspension, or restriction of Iowa medical license; (b) conviction of a felony or crime of moral turpitude; (c) exclusion from Medicare/Medicaid; (d) death; (e) permanent disability as defined in Schedule B; (f) disciplinary action under Iowa Code § 148.6 materially impairing practice.

8.4 Buy-Out. Upon withdrawal, the Partnership shall purchase the Partner's interest at the value determined under Schedule C, payable over [______] months at [______]% interest.

ARTICLE 9. INSURANCE

ARTICLE 10. RECORDS, AUDIT, AND COMPLIANCE

The Partnership shall maintain medical records consistent with Iowa Admin. Code r. 653 retention rules and shall implement a written compliance program addressing HIPAA, OIG guidance, billing integrity, and Iowa Board of Medicine standards.

ARTICLE 11. DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Iowa, without regard to conflict-of-laws principles.

ARTICLE 12. DISSOLUTION AND WIND-UP

Upon dissolution, the Managing Partner shall: (a) notify the Iowa Board of Medicine and patients consistent with continuity-of-care obligations; (b) arrange for retention of medical records for the Iowa-required period; (c) liquidate assets and discharge liabilities; (d) distribute remaining assets pro rata to ownership.

ARTICLE 13. MISCELLANEOUS

13.1 Amendment. Only by writing signed by all Partners.
13.2 Severability. If any covenant is unenforceable as written, the parties consent to judicial reformation to the maximum extent permitted by Iowa law.
13.3 Entire Agreement. Supersedes all prior understandings.
13.4 Counterparts; Electronic Signatures. Permitted under Iowa Code ch. 554D.

SIGNATURES

SCHEDULE A — PARTNERS

[List each Partner: legal name, Iowa license number, DEA number, NPI, specialty, board certifications, ownership %.]

SCHEDULE B — DISABILITY DEFINITION

[Define total/permanent disability — typically inability to perform essential clinical duties for [180] consecutive days, certified by an independent Iowa-licensed physician.]

SCHEDULE C — VALUATION METHODOLOGY

[Specify: (i) book value, (ii) capitalized earnings multiple, (iii) appraised fair market value by independent valuation firm; address treatment of accounts receivable, work-in-process, goodwill (note: physician personal goodwill is generally not transferable in Iowa).]