Medical Practice Partnership Agreement (Missouri)

DISCLAIMER (MANDATORY — DO NOT DELETE)
This Agreement is a model template for educational purposes only. It is not legal, tax, or compliance advice and does not create an attorney-client relationship. Missouri healthcare entity formation, fee-splitting limits, restrictive-covenant enforceability, and federal fraud-and-abuse compliance are technical and fact-specific. A Missouri-licensed healthcare attorney must review and customize this Agreement before execution.

MEDICAL PRACTICE PARTNERSHIP AGREEMENT

State of Missouri

I. RECITALS

A. Each Partner is a physician duly licensed under RSMo Chapter 334 to practice medicine in the State of Missouri.

B. The Partners have organized, or are organizing, the Practice for the lawful provision of medical services in compliance with RSMo Chapter 334, RSMo Chapter 356 (or such other Missouri entity statute as elected), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), and the federal Physician Self-Referral Law ("Stark Law") (42 U.S.C. § 1395nn).

C. The Partners desire to set forth their respective rights, duties, capital contributions, profit allocations, governance, restrictive covenants, and exit terms.

II. FORMATION AND ENTITY MATTERS

A. Entity Type. The Practice is formed as a [PROFESSIONAL CORPORATION under RSMo Chapter 356 / LIMITED LIABILITY PARTNERSHIP under RSMo Chapter 358 / LIMITED LIABILITY COMPANY under RSMo Chapter 347]. The name of the Practice complies with RSMo § 356.071 (or, for LLP/LLC, the applicable name statute), including the required designator.

B. Licensure of Owners. Each Partner represents that he/she holds an active, unrestricted license to practice medicine in Missouri under RSMo Chapter 334 and is not subject to pending discipline before the Missouri Board of Registration for the Healing Arts.

C. Permitted Services. The Practice shall render only those professional services for which all Partners are duly licensed, as required by RSMo § 356.081 (for P.C.s) and consistent with RSMo Chapter 334.

III. CAPITAL CONTRIBUTIONS AND OWNERSHIP

A. Additional Capital Calls. Additional capital may be required only on the affirmative vote of [SUPERMAJORITY] in interest. No Partner shall be required to make a personal loan or guarantee.

B. No Non-Licensee Ownership. No equity, profits interest, or voting right in the Practice may be issued or transferred to any person who is not licensed under RSMo Chapter 334, except as permitted by RSMo Chapter 356 and Board regulation.

IV. GOVERNANCE

A. Management. The Practice shall be managed by [a Board of Directors / a Managing Partner / all Partners acting jointly]. Routine clinical and operational decisions may be delegated to a Managing Partner or Practice Administrator.

B. Voting. Except where this Agreement or Missouri law requires a higher vote, action shall be taken by majority vote of the Partners by interest.

C. Major Decisions Requiring Supermajority. The following actions require approval of [SUPERMAJORITY] in interest:

☐ Admission, expulsion, or buyout of a Partner
☐ Sale, merger, or dissolution of the Practice
☐ Incurring debt above $[______]
☐ Capital expenditure above $[______]
☐ Amending this Agreement or organizational documents
☐ Distributions other than ordinary draws
☐ Hiring or terminating senior administrators or key employees

V. PROFITS, LOSSES, AND COMPENSATION

A. Allocation. Profits and losses shall be allocated [pro rata by ownership / per a productivity-based formula attached as Exhibit A].

B. Draws. Each Partner may receive monthly draws against allocated profits.

C. Fee-Splitting Compliance. No Partner or the Practice shall pay or accept any fee, commission, rebate, or remuneration that constitutes unlawful fee-splitting under RSMo § 334.100 or that violates the federal Anti-Kickback Statute.

VI. STARK / ANTI-KICKBACK COMPLIANCE

A. Group Practice Status. The Practice is intended to qualify as a "group practice" within the meaning of 42 U.S.C. § 1395nn(h)(4) and 42 C.F.R. § 411.352, where applicable.

B. Designated Health Services. Compensation tied to the volume or value of referrals for designated health services is prohibited except as permitted by an applicable Stark exception.

C. Documentation. All compensation, lease, and service arrangements with referral sources shall be in writing, set in advance at fair market value, and commercially reasonable.

VII. RESTRICTIVE COVENANTS

A. Covenant Not to Compete. During employment and for [____] months thereafter, no Partner shall, within a [____]-mile radius of any Practice location, directly or indirectly engage in the practice of medicine in the same specialty as the Practice.

B. Reasonableness Standard. The Partners acknowledge that under Missouri law (Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006)), restrictive covenants are enforceable if reasonable as to (i) duration, (ii) geographic scope, and (iii) protectable interest, and no broader than necessary to protect legitimate business interests including patient relationships, goodwill, and confidential information.

C. Non-Solicitation Safe Harbor (RSMo § 431.202). A non-solicitation covenant of one (1) year or less to protect customer relationships, goodwill, or confidential information is presumed reasonable.

D. Non-Solicitation of Patients and Employees. During employment and for [____] months thereafter, no Partner shall solicit Practice patients or employees.

E. Blue-Pencil. If any covenant is held overbroad, the Partners authorize the court to modify and enforce it to the maximum extent permitted by Missouri law.

F. Patient Choice Disclosure. Nothing herein shall prevent a former Partner from notifying patients of departure or from continuing to treat established patients to the extent required by ethical and licensure obligations.

VIII. CONFIDENTIALITY AND HIPAA

A. Confidential Information. Each Partner shall protect Practice business information, financial data, fee schedules, payor contracts, and patient information.

B. HIPAA. Each Partner shall comply with the HIPAA Privacy and Security Rules (45 C.F.R. Parts 160, 164) and the Practice's policies. Patient records remain the property of the Practice subject to applicable Missouri retention rules.

IX. WITHDRAWAL, EXPULSION, AND BUYOUT

A. Voluntary Withdrawal. A Partner may withdraw upon [____] days' written notice.

B. Involuntary Termination. A Partner may be expelled upon (i) loss or restriction of Missouri medical license, (ii) exclusion from Medicare/Medicaid, (iii) felony conviction, (iv) material breach of this Agreement, or (v) [SUPERMAJORITY] vote.

C. Buyout Price. The buyout price shall be determined under the methodology set forth in Exhibit B (e.g., book value, capitalized earnings, or independent appraisal). Goodwill attributable to a departing Partner [shall / shall not] be included.

D. Payment Terms. The buyout shall be paid over [____] months with interest at [____]% per annum.

X. DISABILITY, DEATH, RETIREMENT

A. Disability. A Partner unable to practice for [____] consecutive months shall be deemed disabled and subject to buyout under Section IX.

B. Death. Upon a Partner's death, the Practice shall purchase the deceased Partner's interest from the estate at the price determined under Section IX.

C. Retirement. A retiring Partner shall provide [____] months' notice and cooperate in transition.

XI. INSURANCE

The Practice shall maintain professional liability insurance in amounts not less than $[______] per claim / $[______] aggregate. Tail coverage shall be addressed at separation: [Practice / departing Partner] shall be responsible for the cost of tail coverage.

XII. DISPUTE RESOLUTION

A. Negotiation; Mediation. The Partners shall first attempt to resolve disputes through good-faith negotiation, then non-binding mediation.

B. Arbitration. Unresolved disputes shall be submitted to binding arbitration in [CITY, MO] administered under [JAMS / AAA] rules. Judgment on the award may be entered in any Missouri circuit court of competent jurisdiction.

C. Equitable Relief. Notwithstanding the foregoing, any party may seek injunctive relief in Missouri circuit court to enforce restrictive covenants or protect confidential information.

XIII. GENERAL PROVISIONS

A. Governing Law. This Agreement is governed by the laws of the State of Missouri without regard to conflict-of-laws principles.

B. Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement of the Partners.

C. Amendment. No amendment is effective unless in writing and approved by [SUPERMAJORITY] in interest.

D. Severability. If any provision is invalid, the remainder shall continue in effect.

E. Counterparts. This Agreement may be executed in counterparts, including electronic signatures under RSMo § 432.230 et seq.

XIV. EXECUTION

EXHIBITS

☐ Exhibit A — Compensation / Productivity Formula
☐ Exhibit B — Buyout Valuation Methodology
☐ Exhibit C — Schedule of Capital Contributions
☐ Exhibit D — List of Practice Locations
☐ Exhibit E — Insurance Schedule

SOURCES AND REFERENCES

• RSMo Chapter 356 — Professional Corporation Law (esp. §§ 356.021, 356.041, 356.071, 356.081, 356.121, 356.211).
• RSMo Chapter 347 — Limited Liability Company Act.
• RSMo Chapter 358 — Uniform Partnership Law (LLPs).
• RSMo Chapter 334 — Missouri Medical Practice Act (esp. §§ 334.010, 334.100).
• RSMo § 431.202 — Covenants not to compete; safe harbor.
• Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006).
• State ex rel. Sager v. Lewin, 128 Mo. App. 149 (1907) — Missouri's non-application of CPOM doctrine.
• 42 U.S.C. § 1320a-7b — Federal Anti-Kickback Statute.
• 42 U.S.C. § 1395nn; 42 C.F.R. §§ 411.350–411.389 — Physician Self-Referral (Stark) Law.
• 45 C.F.R. Parts 160, 164 — HIPAA Privacy and Security Rules.