Medical Practice Partnership Agreement (Mississippi)

MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Mississippi - Professional Practice Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions (Formation, Capital, Allocations, Management, Licensing, Compensation, Records, Banking, Duties, Buy-Sell)
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 made and entered into as of [EFFECTIVE DATE] (the "Effective Date") by and among [FULL LEGAL NAME OF PARTNER A], [FULL LEGAL NAME OF PARTNER B], and any other Persons admitted as Partners pursuant hereto (each, a "Partner" and collectively, the "Partners").

RECITALS

A. Each Partner is a physician duly licensed by the Mississippi State Board of Medical Licensure under the Mississippi Medical Practice Act (Miss. Code Ann. § 73-25-1 et seq.) and authorized to practice medicine in the State of Mississippi.
B. The Partners desire to associate as a partnership for the purposes set forth herein.
C. The Partners intend that this Agreement comply with the Mississippi Revised Uniform Partnership Act (Miss. Code Ann. § 79-13-101 et seq.), the Mississippi Medical Practice Act, and all applicable federal laws including the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and the Stark Law (42 U.S.C. § 1395nn).

NOW, THEREFORE, 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.

2. DEFINITIONS

"Affiliate" means, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Applicable Law" means (a) the Mississippi Medical Practice Act (Miss. Code Ann. § 73-25-1 et seq.); (b) the Mississippi Revised Uniform Partnership Act (Miss. Code Ann. § 79-13-101 et seq.); (c) the Mississippi Professional Corporation Act (Miss. Code Ann. § 79-10-1 et seq.) and Mississippi LLC Act professional provisions (Miss. Code Ann. § 79-29-901 et seq.) where the Partnership elects an alternative entity form; (d) Mississippi State Board of Medical Licensure regulations; (e) the federal Anti-Kickback Statute, Stark Law, HIPAA, and all other applicable federal, state, and local laws.

"Capital Account" - Each Partner's capital account maintained in accordance with Section 3.2.

"Claim" - Any demand, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or otherwise.

"CPOM Doctrine" - Mississippi's corporate practice of medicine doctrine, which permits only licensed physicians (and other statutorily authorized professionals) to practice medicine and to hold ownership in entities that practice medicine.

"Gross Revenues" - All revenues, receipts, and other monies collected by the Partnership arising out of the Practice, exclusive of returns or refunds.

"Malpractice Claim" - Any Claim alleging professional negligence, medical malpractice, or violation of professional standards in the rendering (or alleged failure to render) medical services.

"Partner," "Partnership," and "Practice" - Have the meanings set forth in the preamble or in Section 3.1.

"Person" - Any individual, corporation, partnership, limited liability company, trust, or other entity.

3. OPERATIVE PROVISIONS

3.1 Formation, Name, Purpose & Term

3.1.1 Formation. The Partners hereby form a professional partnership (the "Partnership") pursuant to the Mississippi Revised Uniform Partnership Act (Miss. Code Ann. § 79-13-101 et seq.) and Applicable Law. The Partners may, by unanimous written consent, convert the Partnership to a Professional Corporation under Miss. Code Ann. § 79-10-1 et seq. or a Professional LLC under Miss. Code Ann. § 79-29-901 et seq.

3.1.2 Name. The Partnership shall conduct business under the name [PRACTICE NAME], registered as required with the Mississippi Secretary of State and the Mississippi State Board of Medical Licensure.

3.1.3 Purpose. The exclusive purpose of the Partnership is the practice of medicine and ancillary activities permissible under Applicable Law. Consistent with Mississippi's CPOM Doctrine, the Partnership shall not engage in any activity, ownership, or fee arrangement that constitutes the unauthorized practice of medicine by an unlicensed Person.

3.1.4 Term. The Partnership commences on the Effective Date and continues until dissolved pursuant to this Agreement or Applicable Law.

3.2 Capital Contributions

(a) Initial Contributions. On the Effective Date, each Partner shall contribute the property or cash specified on Schedule 1 (collectively, the "Capital Contributions").
(b) Additional Contributions. No Partner shall be required to make additional Capital Contributions unless approved by [SUPER-MAJORITY THRESHOLD] of the Partners.

3.3 Allocation of Profits & Losses; Distributions

(a) Allocation. Profits and losses shall be allocated among the Partners pro rata in proportion to their Percentage Interests as set forth on Schedule 1, except as otherwise required by the Internal Revenue Code.
(b) Distributions. Subject to reserve requirements established by the Managing Partner(s), the Partnership shall distribute available cash at least [QUARTERLY / MONTHLY].

3.4 Management & Voting

3.4.1 Managing Partner(s). [NAME OR SELECTION MECHANISM] shall serve as the initial Managing Partner(s).
3.4.2 Authority. The Managing Partner shall oversee day-to-day operations, subject to limitations in Schedule 2 (Reserved Matters) requiring full Partner approval.
3.4.3 Voting. Except where otherwise specified, actions require approval of Partners holding [SIMPLE MAJORITY / SUPER-MAJORITY] of Percentage Interests.

3.5 Practice Licensing & Regulatory Compliance

(a) Licensure. Each Partner shall at all times maintain an unrestricted license to practice medicine issued by the Mississippi State Board of Medical Licensure.
(b) Entity Compliance. The Partnership shall make all required filings with the Mississippi Secretary of State and shall comply with all rules of the Mississippi State Board of Medical Licensure.
(c) CPOM Restrictions. No Person other than a Mississippi-licensed physician (or other statutorily authorized professional) shall hold any ownership, profit interest, voting right, or de facto control of the Partnership's medical decision-making.
(d) Continuing Education & Standards. Each Partner shall satisfy all CME and other professional standards under the Mississippi Medical Practice Act and Board rules.

3.6 Compensation Methodology; Fee-Splitting Safeguards

(a) Compensation Policy. Partner compensation shall be determined pursuant to Schedule 3 (Compensation Formula) and shall be based on bona fide professional services rendered and reasonable allocations of overhead.
(b) Fee-Splitting / Unprofessional Conduct. No compensation arrangement shall constitute fee-splitting, payment for patient referrals, or other "unprofessional conduct" as that phrase is used in Miss. Code Ann. § 73-25-29 (grounds for licensure discipline). All compensation shall be structured to comply with Mississippi case law and Board guidance applicable from time to time.

(c) Anti-Kickback / Stark Compliance. All compensation arrangements shall be structured to fit within applicable safe harbors under 42 U.S.C. § 1320a-7b(b) and exceptions under 42 U.S.C. § 1395nn.
(d) Billing Practices. The Partnership shall bill patients and third-party payors in its own name and shall comply with all federal and Mississippi fraud and abuse laws.

3.7 Books, Records & Accounting

(a) Fiscal Year. Ends on [DATE].
(b) GAAP. Books and records maintained in accordance with generally accepted accounting principles.
(c) Access Rights. Each Partner may, upon reasonable notice, inspect and copy the Partnership's books and records.

3.8 Banking & Spending Authority

All Partnership funds shall be deposited in accounts in the Partnership's name. Two authorized signatories (at least one Managing Partner) shall be required for disbursements above [$ THRESHOLD].

3.9 Partner Duties; Time Commitment; Outside Activities

(a) Duty of Loyalty & Care. Each Partner owes fiduciary duties of loyalty, care, and good faith to the Partnership, consistent with Miss. Code Ann. § 79-13-404.
(b) Minimum Clinical Hours. Each Partner shall devote not less than [HOURS / WEEK] to the Practice.
(c) Outside Activities. A Partner may engage in outside professional activities only if such activities do not conflict with the Partnership's interests or violate Section 5.3.

3.10 Admission, Withdrawal & Buy-Sell

Procedures for admission of new Partners, voluntary withdrawal, expulsion, disability, death, and mandatory buy-sell pricing are set forth in Schedule 4 (Buy-Sell Provisions).

4. REPRESENTATIONS & WARRANTIES

4.1 By Each Partner. Each Partner represents and warrants that, as of the Effective Date and continuing during the term:
(a) Licensure. Active, unrestricted Mississippi medical license.
(b) No Restrictions. Not subject to any pending suspension, probation, or limitation by any licensing authority.
(c) Authority. Full power and authority to enter into this Agreement.
(d) No Conflicts. Execution does not violate any other agreement or court order binding on the Partner.

4.2 Survival. Representations and warranties survive until [X] years after a Partner ceases to be a Partner.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws. Each Partner shall comply with Applicable Law, the AMA Principles of Medical Ethics where adopted by the Mississippi Board, and all third-party payer requirements.

5.2 Confidentiality. Partners shall maintain patient confidentiality and protect all Partnership proprietary information.

5.3 Non-Competition & Non-Solicitation.
(a) During the term and for [TWO (2)] years thereafter, no Partner shall establish or join a competing medical practice within a [10-MILE] radius of any office of the Partnership.
(b) During the same period, no Partner shall solicit any patients or employees of the Partnership for competing services.
(c) Mississippi Rule of Reason. The Partners acknowledge that Mississippi courts evaluate restrictive covenants under a common-law rule of reason balancing the rights of employer, employee, and the public; see Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992). The Partners agree the geographic scope, duration, and activity restrictions in this Section are reasonable and necessary to protect the Partnership's legitimate business interests.

5.4 Notice & Cure of Regulatory Issues. A Partner who receives notice of any investigation, claim, or disciplinary action shall notify the Managing Partner within [5] business days and cooperate in curing any violation.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Material breach not cured within [30] days after written notice.
(b) Loss, suspension, or restriction of Mississippi medical license.
(c) Conviction of a felony or crime of moral turpitude.
(d) Gross negligence or willful misconduct resulting in material harm.

6.2 Remedies. Upon an Event of Default, the non-defaulting Partners may:
(a) Suspend the defaulting Partner's voting and distribution rights;
(b) Require the defaulting Partner to sell its Partnership Interest pursuant to Schedule 4;
(c) Seek injunctive relief or specific performance;
(d) Recover damages, costs, and reasonable attorneys' fees.

7. RISK ALLOCATION

7.1 Malpractice Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the Partnership and the other Partners from any Malpractice Claim arising out of the Indemnifying Partner's professional acts or omissions, except to the extent covered by Partnership professional liability insurance.

7.2 Statutory Damages Cap. Mississippi statutorily caps noneconomic damages in medical malpractice actions at $500,000 (Miss. Code Ann. § 11-1-60). Nothing in this Agreement waives or modifies that cap or any procedural protection (including the 60-day pre-suit notice requirement of Miss. Code Ann. § 15-1-36(15)).

7.3 Insurance Requirements.
(a) Minimum Coverage. Professional liability with limits of not less than [$1,000,000 per claim / $3,000,000 aggregate].
(b) Tail Coverage. Departing Partners shall obtain tail coverage for not less than [X] years post-departure.

7.4 Force Majeure. No Partner is liable for failure to perform (other than payment obligations) due to events beyond reasonable control. Affected Partners shall give prompt notice and use commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law. Mississippi law governs, without regard to conflict-of-laws principles.

8.2 Forum Selection. Exclusive venue in the Circuit or Chancery Courts of [COUNTY], Mississippi, except as provided in 8.3.

8.3 Arbitration. Except for (a) injunctive relief under Sections 5 or 6, and (b) collection of undisputed monetary obligations, all disputes shall be resolved by binding arbitration administered by [ARBITRATION PROVIDER] under its commercial / healthcare rules and the Federal Arbitration Act and Mississippi arbitration law.
(a) Location. [CITY], Mississippi.
(b) Arbitrator Qualification. Retired Mississippi judge or attorney with at least ten (10) years of healthcare experience.
(c) Discovery. Limited as determined by the arbitrator.
(d) Award. Final; judgment may be entered in any court of competent jurisdiction.

8.4 Jury Waiver. To the extent permitted by Mississippi law and consistent with Article 3, § 31 of the Mississippi Constitution, each Party irrevocably waives the right to trial by jury in any action relating to this Agreement.

8.5 Injunctive Relief. Each Party acknowledges that breach of Sections 5.2 (Confidentiality) or 5.3 (Non-Competition / Non-Solicitation) would cause irreparable harm and agrees that injunctive relief may be granted without bond.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers. Amendable only by written instrument signed by Partners holding at least [SUPER-MAJORITY THRESHOLD].

9.2 Assignment. No Partner may assign or encumber its Partnership Interest except as expressly permitted herein and consistent with Mississippi's CPOM Doctrine.

9.3 Successors & Assigns. Binds and benefits the Parties and their permitted successors and assigns.

9.4 Severability. Invalid provisions reformed to the minimum extent necessary; remaining provisions remain enforceable.

9.5 Integration. Entire agreement; supersedes all prior agreements.

9.6 Counterparts; Electronic Signatures. Executable in counterparts including by DocuSign or PDF.

9.7 Notices. In writing, delivered per Schedule 5 (Notice Information); effective on receipt.

10. EXECUTION BLOCK

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

SCHEDULE 1 - Capital Contributions, Percentage Interests

SCHEDULE 2 - Reserved Matters Requiring Partner Approval

[Insert list, e.g., sale of substantial assets, debt above $X, relocation of main office, amendment of compensation formula, admission of new Partner.]

SCHEDULE 3 - Compensation Formula

[Insert RVU-based, collections-based, salary-plus-bonus, or hybrid methodology. Confirm compliance with Stark / Anti-Kickback safe harbors and Mississippi Board guidance on fee-splitting.]

SCHEDULE 4 - Buy-Sell Provisions

[Include valuation method, payment terms, triggering events, and required security.]

SCHEDULE 5 - Notice Information

SOURCES AND REFERENCES

• Miss. Code Ann. § 79-10-1 et seq. - Mississippi Professional Corporation Act.
• Miss. Code Ann. § 79-29-901 et seq. - Mississippi LLC Act, professional series.
• Miss. Code Ann. § 79-13-101 et seq. - Mississippi Revised Uniform Partnership Act.
• Miss. Code Ann. § 73-25-1 et seq. - Mississippi Medical Practice Act.
• Miss. Code Ann. § 73-25-29 - grounds for licensure discipline (unprofessional conduct framework).
• Miss. Code Ann. § 11-1-60 - cap on noneconomic damages in medical malpractice.
• Miss. Code Ann. § 15-1-36(15) - 60-day pre-suit notice for medical malpractice.
• Empiregas, Inc. of Kosciusko v. Bain, 599 So. 2d 971 (Miss. 1992) - rule-of-reason analysis.
• 42 U.S.C. § 1320a-7b(b) - federal Anti-Kickback Statute.
• 42 U.S.C. § 1395nn - federal Stark Law.