Medical Practice Partnership Agreement (New Hampshire)

MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(New Hampshire - Court-Ready Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Formation, Name, Purpose & Term
   3.2 Capital Contributions
   3.3 Allocation of Profits & Losses; Distributions
   3.4 Management & Voting
   3.5 Licensing & Regulatory Compliance (N.H. RSA ch. 329)
   3.6 Compensation; Fee-Splitting Safeguards
   3.7 Books, Records & Accounting
   3.8 Banking & Spending Authority
   3.9 Partner Duties; Outside Activities
   3.10 Admission, Withdrawal & Buy-Sell

4. Representations & Warranties

5. Covenants & Restrictions (including Physician Non-Compete Prohibition under RSA 329:31-a)
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution

1. DOCUMENT HEADER

2. DEFINITIONS

"Act" - As applicable: N.H. RSA ch. 294-A (Professional Corporations), RSA ch. 304-D (Professional Limited Liability Companies), RSA ch. 304-A (Uniform Partnership Act), or RSA ch. 304-B (Uniform Limited Partnership Act).

"Medical Practice Act" - N.H. RSA ch. 329 and rules of the N.H. Board of Medicine (Med chapter, N.H. Code of Administrative Rules).

"Partner" - A physician or qualified person admitted as an owner of the Partnership in accordance with this Agreement and the Act.

"Qualified Person" - A natural person, general partnership, or professional entity eligible under N.H. RSA 294-A:1 or 304-D:1 to own an interest in the Partnership.

"Fee-Splitting" - Any arrangement prohibited by N.H. RSA 329:17 or the Board of Medicine's rules governing unprofessional conduct, or by federal Anti-Kickback (42 U.S.C. § 1320a-7b) or Stark (42 U.S.C. § 1395nn) statutes.

"Restricted Activity" - Any activity from which a Partner is restricted under Article 5, excluding any geographic or temporal restriction on the practice of medicine, which is void as to N.H.-licensed physicians under N.H. RSA 329:31-a.

3. OPERATIVE PROVISIONS

3.1 Formation, Name, Purpose & Term

• a. Formation. The Partners form the Partnership under the Act as of the Effective Date.
• b. Name. The Partnership's name shall comply with N.H. RSA 294-A or 304-D, including the required suffix ("P.A.," "Prof. Ass'n," "P.C.," or "P.L.L.C.").
• c. Purpose. To render medical professional services through licensed physicians and other duly licensed practitioners (RSA 294-A:5; RSA 304-D:3).
• d. Term. Perpetual unless terminated under Article 6 or by unanimous Partner vote.

3.2 Capital Contributions

Each Partner's initial capital contribution is set out on Schedule A. Additional capital calls require a [SUPERMAJORITY/UNANIMOUS] vote.

3.3 Allocation of Profits & Losses; Distributions

• a. Profits and losses allocated pro rata according to ownership percentages on Schedule A, unless otherwise unanimously agreed.
• b. Distributions made [QUARTERLY/MONTHLY] subject to retained reserves.

3.4 Management & Voting

• a. Day-to-day management by a Managing Partner or Executive Committee elected by majority vote.
• b. Major Decisions (admission of new Partners, sale of substantially all assets, dissolution, amendment) require [SUPERMAJORITY/UNANIMOUS] approval.

3.5 Licensing & Regulatory Compliance

• a. Each Partner shall maintain an active, unrestricted N.H. medical license under RSA ch. 329 and any applicable DEA registration.
• b. Each Partner shall comply with the N.H. Board of Medicine's rules and the standards of unprofessional conduct under RSA 329:17.
• c. The Partnership shall comply with HIPAA (45 C.F.R. Parts 160 & 164), federal Anti-Kickback (42 U.S.C. § 1320a-7b), Stark (42 U.S.C. § 1395nn), and N.H. patient-care laws.

3.6 Compensation; Fee-Splitting Safeguards

• a. Permissible Compensation. Partners may receive salary, bonus, productivity-based compensation, and pro rata profit distributions consistent with Section 3.3.
• b. Fee-Splitting Prohibition. No Partner or affiliate may participate in fee-splitting with any non-licensed person or pay any kickback, rebate, or referral fee in violation of N.H. RSA 329:17, Board of Medicine rules, or applicable federal law.
• c. Safe Harbors. Compensation arrangements shall be reviewed annually for compliance with Stark and Anti-Kickback safe harbors and any state analogue.

3.7 Books, Records & Accounting

The Partnership shall maintain accurate books on the [CASH/ACCRUAL] basis and a fiscal year ending [DATE]. Partners shall receive annual audited or reviewed financials.

3.8 Banking & Spending Authority

Authorized signatories listed on Schedule B. Expenditures exceeding $[AMOUNT] require Executive Committee approval.

3.9 Partner Duties; Outside Activities

• a. Full-time clinical commitment unless modified in writing.
• b. Outside professional activities require prior written approval and must not violate this Agreement or applicable law.

3.10 Admission, Withdrawal & Buy-Sell

• a. Admission requires [SUPERMAJORITY] vote and execution of a counterpart joinder.
• b. Voluntary Withdrawal on [90/120] days' written notice; departing Partner is paid book value or formula price per Schedule C.
• c. Involuntary Withdrawal triggers: death, disability, license revocation/suspension, exclusion from Medicare/Medicaid, conviction of a crime of moral turpitude, or material breach.
• d. Buy-Sell. Withdrawing Partner's interest is purchased per the formula in Schedule C.

4. REPRESENTATIONS & WARRANTIES

Each Partner represents that:

• ☐ Partner holds an active, unrestricted N.H. medical (or other applicable) license.
• ☐ Partner is not subject to pending disciplinary action under RSA 329:17 or any other state board.
• ☐ Partner is not excluded from federal health-care programs.
• ☐ Partner has disclosed all material outside interests and prior covenants.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Each Partner agrees to maintain the confidentiality of trade secrets, patient data (consistent with HIPAA), and proprietary information during and after the term of this Agreement.

5.2 Non-Solicitation of Employees

For [12/24] months after departure, no former Partner shall solicit Partnership employees or contractors for employment elsewhere.

5.3 Non-Solicitation of Patients

For [12/24] months after departure, no former Partner shall directly solicit existing Partnership patients with whom the departing Partner had no prior treating relationship before joining the Partnership. Existing patient relationships of the departing physician are not restricted.

5.4 NO GEOGRAPHIC OR TEMPORAL NON-COMPETE

Pursuant to N.H. RSA 329:31-a (effective Aug. 5, 2016), any contract provision purporting to restrict a New Hampshire-licensed physician's right to practice medicine in any geographic area or for any period of time after termination of the Partnership relationship is VOID AND UNENFORCEABLE. The Parties acknowledge that no such restriction is imposed by this Agreement. To the extent any such restriction is construed to exist, it is severed pursuant to Section 9.4.

5.5 Non-Compete for Non-Physician Personnel (If Applicable)

For non-physician personnel only, any non-compete agreement must comply with:

• a. N.H. RSA 275:70 (advance written disclosure of non-compete before acceptance of employment or before a change in job classification, compensation, or promotion); and
• b. N.H. RSA 275:70-a (prohibiting non-competes for "low-wage employees" as defined therein).

5.6 Reasonableness Standard

Non-physician restrictive covenants shall be construed under the New Hampshire reasonableness test for duration, geographic scope, and protectable business interest.

6. DEFAULT & REMEDIES

6.1 Events of Default. License loss; material breach; bankruptcy; uncured monetary default.
6.2 Notice & Cure. Ten (10) days for monetary default; thirty (30) days for non-monetary default.
6.3 Remedies. Buy-out at formula price; specific performance (limited by RSA 329:31-a for physician services); damages and attorneys' fees.

7. RISK ALLOCATION

7.1 Malpractice Indemnification. Each Partner is personally responsible for his/her own malpractice; the Partnership shall not indemnify a Partner for liability arising out of that Partner's own professional negligence or willful misconduct (consistent with RSA 294-A:6 / 304-D:6 personal-liability rules).
7.2 Limitation of Liability. Inter-Partner liability for ordinary business decisions is limited to gross negligence or willful misconduct.
7.3 Insurance. The Partnership shall maintain professional liability ([$_______/_______ ] limits), general liability, cyber-liability, and tail coverage on departure.
7.4 Force Majeure. Customary force majeure provisions apply.

8. DISPUTE RESOLUTION

8.1 Governing Law. New Hampshire law governs.
8.2 Forum. N.H. Superior Court for [COUNTY], or N.H. Business Court Docket where eligible.
8.3 Mediation/Arbitration. Disputes shall first be mediated; unresolved disputes may be arbitrated (AAA Commercial Rules) except that no arbitrator may enforce any restriction void under RSA 329:31-a.
8.4 Jury Trial. [☐ Preserved] [☐ Waived to the extent permitted by law].

9. GENERAL PROVISIONS

9.1 Amendments. Written and signed by [SUPERMAJORITY/ALL] Partners.
9.2 Assignment. No Partner may assign without consent.
9.3 Notices. In writing to the addresses on Schedule A.
9.4 Severability. If any provision (including any restriction inadvertently violating RSA 329:31-a) is held invalid, the remainder remains enforceable and the invalid provision is reformed to the minimum extent necessary.
9.5 Integration. This Agreement, together with Schedules and any Joinder, is the entire agreement.
9.6 Counterparts; Electronic Signatures. Counterparts and electronic signatures permitted.

10. EXECUTION

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

SCHEDULE A - Partners, Contributions, Ownership Percentages

[INSERT]

SCHEDULE B - Authorized Signatories

[INSERT]

SCHEDULE C - Buy-Sell Formula & Valuation Methodology

[INSERT]

SOURCES AND REFERENCES

• N.H. RSA ch. 294-A - Professional Corporations / Professional Associations
• N.H. RSA ch. 304-D - Professional Limited Liability Companies
• N.H. RSA ch. 304-A - Uniform Partnership Act
• N.H. RSA ch. 329 - Physicians and Surgeons (Medical Practice Act)
• N.H. RSA 329:17 - Disciplinary Action; Unprofessional Conduct
• N.H. RSA 329:31-a - Physician Non-Compete Restrictions Unenforceable (eff. Aug. 5, 2016)
• N.H. RSA 275:70 - Notice of Non-Compete and Non-Piracy Agreements Required
• N.H. RSA 275:70-a - Restrictions on Noncompete Agreements for Low-Wage Employees
• Concord Orthopaedics Prof'l Ass'n v. Forbes, 142 N.H. 440 (1997)
• Federal Stark Law, 42 U.S.C. § 1395nn; Anti-Kickback Statute, 42 U.S.C. § 1320a-7b
• HIPAA, 45 C.F.R. Parts 160 & 164