MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Nevada)

[// GUIDANCE: 1. Replace all bracketed, ALL-CAPS placeholders before execution.
2. This template assumes a Nevada-governed general or limited liability partnership among duly licensed physicians. If a Professional LLC or Professional Corporation will be used, conform entity terminology, filing requirements, and statutory references accordingly.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Agreement Title

This Medical Practice Partnership Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”).

1.2 Parties

(a) [PARTNER A LEGAL NAME], M.D., a duly licensed physician in the State of Nevada, with principal practice address at [ADDRESS] (“Partner A”); and
(b) [PARTNER B LEGAL NAME], M.D., a duly licensed physician in the State of Nevada, with principal practice address at [ADDRESS] (“Partner B,” and together with Partner A, the “Partners”).

[Add additional Partners as necessary.]

1.3 Formation; Jurisdiction

The Partners hereby create a [TYPE OF PARTNERSHIP – e.g., “Nevada Limited Liability Partnership”] to be known as [PRACTICE NAME, LLP] (the “Partnership”) pursuant to the Nevada Revised Statutes and applicable regulations governing the practice of medicine in Nevada (collectively, “Nevada Medical Law”).

1.4 Recitals

A. The Partners are each duly licensed physicians in good standing with the Nevada State Board of Medical Examiners (the “Medical Board”).
B. The Partners desire to associate together for the purpose of practicing medicine and operating a medical clinic under the laws of Nevada, subject to the terms and conditions set forth herein.
C. In consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the Partners agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms appear alphabetically; cross-references are to Sections of this Agreement.

“Accounting Period” – each fiscal year of the Partnership, or such other period as the Partners may unanimously designate. (See § 3.9)

“Adjusted Capital Account” – as defined in § 3.3(c).

“Arbitration Rules” – the Commercial Arbitration Rules of the American Arbitration Association then in effect, subject to the modifications set forth in § 8.3.

“Capital Contribution” – cash, property, or services contributed by a Partner pursuant to § 3.2.

“Clinic” – the medical facilities operated by the Partnership at [CLINIC ADDRESS(ES)], together with any satellite locations approved under § 3.5.

“Disability” – a condition rendering a Partner unable to perform his or her professional duties for a continuous period of [__] days, as certified by two independent physicians, one chosen by the affected Partner and one by the remaining Partners. (§ 6.1(d))

“Malpractice Claim” – any claim, action, or proceeding alleging professional negligence, errors, omissions, or other wrongful acts in the rendering of medical services. (§ 7.1)

“Partnership Interest” – a Partner’s percentage interest in the profits, losses, and capital of the Partnership, initially as set forth in Exhibit A.

“Profits” and “Losses” – as determined under § 3.3.

“Restricted Period” – the period set forth in § 5.4(b) during which post-termination non-competition obligations apply.

III. OPERATIVE PROVISIONS

3.1 Purpose

The sole purpose of the Partnership is the practice of medicine and related lawful health-care activities permissible under Nevada Medical Law. The Partnership shall not engage in any activity that would violate (i) Nevada’s corporate practice of medicine doctrine, (ii) Nevada fee-splitting prohibitions, or (iii) any other applicable ethical or statutory requirement.

3.2 Capital Contributions; Ownership Percentages

(a) Initial Contributions. On or before the Effective Date, each Partner shall contribute the property or cash set forth opposite his or her name on Exhibit A.
(b) Additional Contributions. Additional Capital Contributions shall require unanimous Partner approval.

3.3 Allocation of Profits and Losses

(a) General Rule. Profits and Losses for each Accounting Period shall be allocated to the Partners in proportion to their respective Partnership Interests, except as otherwise required under § 3.4 (Compensation Differential) or § 3.6 (Loss Limitation).
(b) Tax Allocations. Allocations for federal and state tax purposes shall be made consistently with this Section and applicable tax law.
(c) Maintenance of Capital Accounts. Capital Accounts shall be maintained and adjusted in accordance with applicable Treasury Regulations.

[// GUIDANCE: Insert CPA/tax counsel review trigger here if sophisticated tax allocation methods (e.g., IRC § 704(c) layers) will be used.]

3.4 Compensation Differential

Subject to Nevada fee-splitting rules, the Partners may from time to time adopt productivity-based compensation formulas (e.g., RVU, collections, or hybrid models) by unanimous vote. Any such formula shall be attached as Exhibit B and shall not contravene Nevada prohibitions on unlawful division of fees with non-physicians.

3.5 Management and Voting

(a) Management Committee. Day-to-day operations shall be managed by a Management Committee consisting of all Partners, unless the Partners unanimously delegate authority to a Managing Partner.
(b) Voting. Except as expressly provided herein, actions require a simple majority of Partnership Interests. Matters enumerated in § 3.5(c) require unanimous consent.
(c) Unanimous-Consent Matters.
i. Admission of new Partners (§ 3.7)
ii. Dissolution or merger (§ 6.4)
iii. Sale or encumbrance of all or substantially all assets
iv. Amendment of this Agreement (§ 9.1)
(d) Tie-Break. Deadlocks lasting more than [__] days shall be resolved under the arbitration mechanism in § 8.3 unless otherwise agreed.

3.6 Loss Limitation

No Partner shall be allocated losses that would cause or increase a deficit in his or her Adjusted Capital Account in violation of applicable Treasury Regulations.

3.7 Admission of New Partners

Admission requires: (i) unanimous vote; (ii) satisfactory proof of Nevada licensure in good standing; (iii) execution of a joinder agreement; and (iv) capital contribution as determined by the Partners.

3.8 Withdrawal; Retirement

(a) Voluntary Withdrawal. A Partner may withdraw upon [180] days’ prior written notice.
(b) Mandatory Retirement. Partners shall retire at age [__] unless waived by unanimous vote and permitted under applicable law.
(c) Buy-Out. Buy-out price shall be calculated under the formula in Exhibit C.

3.9 Accounting; Fiscal Year

The Partnership shall use the accrual method and a fiscal year ending on [MONTH/DAY], unless the Partners unanimously select another method/year.

3.10 Bank Accounts

Funds shall be deposited only in accounts titled in the Partnership’s name at federally insured institutions, with dual-signature controls for amounts exceeding [$___].

IV. REPRESENTATIONS & WARRANTIES

4.1 Each Partner represents and warrants, as of the Effective Date and continuing thereafter:

(a) Licensure. He or she is, and shall remain, duly licensed and in good standing to practice medicine in Nevada.
(b) No Restrictions. He or she is not subject to any restriction, disciplinary order, or agreement that would impair performance of duties hereunder.
(c) Authority. This Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.
(d) No Conflicts. Execution and performance do not and will not violate any other agreement or legal obligation.
(e) Compliance With Law. He or she is not a party to any fee-splitting or referral arrangement prohibited by Nevada Medical Law.

4.2 Survival

The representations and warranties in this Article IV shall survive the execution of this Agreement and any Partner’s withdrawal, retirement, or expulsion for a period of [two (2) years].

V. COVENANTS & RESTRICTIONS

5.1 Licensing & Ethical Compliance

Each Partner shall:
(a) Maintain an unrestricted Nevada medical license;
(b) Complete all CME requirements;
(c) Promptly notify the Partnership of any threatened or actual disciplinary action.

5.2 Insurance

(a) Malpractice Coverage. Each Partner shall maintain professional liability insurance with limits of not less than [Malpractice Limits Placeholder] per claim / [aggregate].
(b) Tail Coverage. With respect to claims-made policies, tail coverage of at least [__] years shall be maintained upon withdrawal or dissolution.

5.3 Confidentiality & HIPAA

Partners shall maintain confidentiality of all Protected Health Information (“PHI”) in accordance with HIPAA, Nevada Medical Law, and Partnership policies.

5.4 Restrictive Covenants

(a) Non-Solicitation. During the Term and for [__] months thereafter, no Partner shall solicit employees or patients of the Partnership.
(b) Non-Competition. During the Restricted Period, no Partner shall establish or join a competing medical practice within a radius of [__] miles of any Clinic location, except as may be limited by Nevada law governing physician non-competes.
[// GUIDANCE: Nevada permits reasonable physician non-competition covenants in partnership contexts, but courts scrutinize time and geographic scope. Tailor § 5.4(b) accordingly.]

5.5 Books & Records

Partners shall have access to Partnership books and records during regular business hours upon [five (5)] business days’ prior written request.

VI. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute an “Event of Default”:
(a) Loss, suspension, or restriction of a Partner’s Nevada medical license;
(b) Conviction of a felony or any crime involving moral turpitude;
(c) Material breach of this Agreement not cured within [30] days of written notice;
(d) Disability (as defined in § 2);
(e) Bankruptcy or insolvency.

6.2 Notice & Cure

Except for an immediate loss of license (which requires no cure period), the non-defaulting Partners shall provide written notice specifying the default and afford the defaulting Partner the applicable cure period.

6.3 Remedies

Upon an uncured Event of Default, the non-defaulting Partners may, in addition to any other remedy available at law or equity:
(a) Expel the defaulting Partner;
(b) Purchase the defaulting Partner’s Partnership Interest at the lesser of book value or [__] × trailing twelve-month compensation;
(c) Seek injunctive relief without posting bond (see § 8.4).

6.4 Dissolution

The Partnership shall dissolve only upon: (i) unanimous written consent; (ii) the sale of substantially all assets; or (iii) entry of a final, non-appealable judicial order mandating dissolution. Dissolution and winding-up shall be conducted in accordance with Nevada Medical Law and Article VII herein.

VII. RISK ALLOCATION

7.1 Indemnification (Malpractice)

(a) Individual Indemnity. Each Partner (“Indemnifying Partner”) shall defend, indemnify, and hold harmless the Partnership and the other Partners from and against any Malpractice Claim arising out of the Indemnifying Partner’s negligent or wrongful acts or omissions.
(b) Partnership Indemnity. The Partnership shall indemnify each Partner for Malpractice Claims to the extent covered by insurance and not arising from gross negligence or willful misconduct.
(c) Procedure. Indemnification shall be conditioned upon prompt notice, cooperation, and insurance carrier control of the defense, subject to the Partner’s right to independent counsel at his or her own cost.

7.2 Limitation of Liability

Except for (i) fraud, (ii) willful misconduct, or (iii) breaches of §§ 5.3–5.4, each Partner’s aggregate liability to the Partnership and the other Partners shall not exceed the lesser of:
(a) the proceeds actually received under applicable malpractice insurance; or
(b) [Malpractice Limits Placeholder].

7.3 Insurance Requirements

In addition to malpractice coverage (§ 5.2), the Partnership shall maintain:
(a) General liability insurance of not less than [$__] per occurrence;
(b) Cyber/privacy insurance if electronic PHI is maintained;
(c) Directors & Officers or Management Liability insurance if required by lender or investor agreements.

7.4 Force Majeure

No Partner shall be liable for failure to perform if performance is rendered impossible by events beyond the Partner’s reasonable control (e.g., natural disasters, pandemics, governmental shutdowns). Obligations shall resume once the force majeure event ceases.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute hereunder shall be governed by and construed in accordance with the internal laws of the State of Nevada (“Governing Law”).

8.2 Forum Selection

Subject to § 8.3, the Partners irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Nevada (“State Court”).

8.3 Arbitration

(a) Preferred Method. Except for claims seeking injunctive relief or collection of undisputed amounts, any dispute arising under this Agreement shall be resolved by binding arbitration conducted in [CITY], Nevada before a single arbitrator in accordance with the Arbitration Rules.
(b) Procedure. Discovery shall be limited to [10] interrogatories, [10] document requests, and [3] depositions per side, unless the arbitrator orders otherwise.
(c) Award. The arbitrator’s award shall be final, non-appealable, and may be entered in any court of competent jurisdiction.
(d) Costs. The prevailing party shall recover reasonable attorneys’ fees and costs.

8.4 Injunctive Relief

Notwithstanding § 8.3, the Partners agree that breaches of §§ 5.3–5.4 would cause irreparable harm for which monetary damages would be inadequate. Therefore, any Partner may seek injunctive relief in State Court without posting bond.

8.5 Jury Trial Waiver

[OPTIONAL – INCLUDE OR DELETE AS DESIRED]
EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Partners. A waiver on one occasion shall not be deemed a waiver on any future occasion.

9.2 Assignment

No Partner may assign, pledge, or otherwise transfer any interest in the Partnership except as expressly provided herein or with unanimous Partner consent.

9.3 Successors & Assigns

This Agreement shall be binding upon and inure to the benefit of the Partners and their permitted successors and assigns.

9.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the original intent.

9.5 Entire Agreement

This Agreement, together with Exhibits A–C, constitutes the entire agreement of the Partners, superseding all prior understandings.

9.6 Notices

All notices shall be in writing and delivered by (i) certified U.S. mail, return receipt requested; (ii) nationally recognized overnight courier; or (iii) electronic mail with confirmation of receipt, to the addresses set forth on Exhibit A (or as later designated).

9.7 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts (including by PDF or electronic signature complying with the federal E-SIGN Act), each of which shall be deemed an original and all of which together constitute one instrument.

X. EXECUTION BLOCK

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

[// GUIDANCE: Nevada does not require notarization of partnership agreements, but Partners may elect to notarize for authenticity. Attach partnership registration filings (e.g., Statement of Qualification for LLP) as needed.]

EXHIBIT A

Initial Capital Contributions & Partnership Interests

EXHIBIT B

Productivity-Based Compensation Formula
[Insert RVU / collections / hybrid formula, ensuring consistency with Nevada fee-splitting rules.]

EXHIBIT C

Buy-Out Formula
[Insert valuation methodology—e.g., 100% of trailing 12-month collections × NN%, minus liabilities; payable over X months, secured by promissory note.]

[// GUIDANCE: Final review checklist—confirm:
• Entity filings completed (e.g., LLP registration with Nevada Secretary of State)
• Clinic licensure requirements under Nevada Department of Health fulfilled
• Compliance policies (HIPAA, OSHA, fee-splitting) adopted
• Malpractice insurance certificates obtained and on file
• Exhibits fully populated and cross-references verified]