OHIO MEDICAL PRACTICE PARTNERSHIP AGREEMENT

[// GUIDANCE: This template is drafted for a partnership comprised solely of Ohio-licensed physicians. Confirm that no non-physician holds any direct or indirect ownership interest to avoid violating Ohio’s corporate-practice-of-medicine doctrine and fee-splitting prohibitions.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Formation; Purpose; Term
4. Capitalization; Profits & Losses; Distributions
5. Management & Governance
6. Practice Operations & Regulatory Compliance
7. Representations & Warranties
8. Covenants & Restrictions
9. Default; Dissociation; Remedies
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

THIS OHIO MEDICAL PRACTICE PARTNERSHIP AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among:

• [PARTNER 1 LEGAL NAME], M.D., an individual licensed to practice medicine in the State of Ohio, license number [_] (“Partner 1”);
• [PARTNER 2 LEGAL NAME], M.D., an individual licensed to practice medicine in the State of Ohio, license number [_] (“Partner 2”);
• [Any additional Partners, if applicable]

(each, a “Partner” and collectively, the “Partners”).

RECITALS
A. The Partners desire to associate as a general partnership under the laws of the State of Ohio for the purpose of owning and operating a medical practice in compliance with all applicable statutes, regulations, and ethical rules.
B. The Partners wish to set forth their respective rights and obligations in this Agreement and to ensure compliance with Ohio’s licensing requirements, corporate-practice restrictions, and fee-splitting rules.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

2. DEFINITIONS

For purposes of this Agreement (including the Recitals), the following capitalized terms shall have the meanings set forth below. All references to Sections refer to Sections of this Agreement unless otherwise indicated.

“Adjusted Capital Account” means, with respect to any Partner, the balance of such Partner’s Capital Account after giving effect to the adjustments described in Section 4.7.

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

“Agreement” has the meaning given in the preamble.

“Arbitration Rules” has the meaning set forth in Section 11.3(a).

“Capital Account” has the meaning assigned in Section 4.6.

“Capital Contribution” means the aggregate amount of cash, property, and services contributed by a Partner pursuant to Section 4.1.

“Cause” has the meaning assigned in Section 9.1(b).

“Code” means the Internal Revenue Code of 1986, as amended.

“Designated Manager” has the meaning set forth in Section 5.2.

“Disability” means a physical or mental impairment that renders a Partner unable to perform substantially all professional duties for [CONSECUTIVE DAYS] days or [NON-CONSECUTIVE DAYS] days in any twelve-month period.

“Fair Market Value” means, unless otherwise agreed, the value determined pursuant to the valuation methodology in Exhibit A.

“Governing Law” has the meaning set forth in Section 11.1.

“Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 10.1.

“Malpractice Claim” means any actual or alleged negligence, error, omission, or professional misconduct in the rendering of or failure to render medical services.

“Non-Compete Area” has the meaning in Section 8.3(a).

“Partner” and “Partners” have the meanings assigned in the preamble.

“Partnership” means the general partnership formed by the Partners pursuant to Section 3.1.

“Percentage Interest” means, with respect to any Partner, the percentage set forth opposite such Partner’s name on Schedule 1, as amended from time to time.

“Person” means any individual, partnership, limited liability company, corporation, trust, or other legal entity.

“Practice” means the medical services business operated by the Partnership.

“Profits” and “Losses” have the meanings assigned in Section 4.4.

“Required Insurance” has the meaning set forth in Section 10.3.

“State Board” means the State Medical Board of Ohio.

3. FORMATION; PURPOSE; TERM

3.1 Formation. The Partners hereby form a general partnership under the name “[PARTNERSHIP NAME]” (the “Partnership”) pursuant to the Ohio Uniform Partnership Act and other applicable Ohio law.

3.2 Purpose. The Partnership’s exclusive purposes are to:
(a) own and operate a medical practice;
(b) provide professional medical services restricted to those within the Partners’ respective Ohio licenses; and
(c) engage in all lawful activities ancillary or incidental thereto.
[// GUIDANCE: Broad purpose language is narrowed by the regulatory-compliance provisions in Section 6 to avoid unauthorized ancillary businesses.]

3.3 Principal Office. The Partnership’s principal place of business shall be [ADDRESS], Ohio, or such other Ohio location as the Management Committee may designate.

3.4 Term. The Partnership shall commence on the Effective Date and shall continue until dissolved pursuant to Section 9.5.

4. CAPITALIZATION; PROFITS & LOSSES; DISTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall contribute the amount set forth opposite such Partner’s name on Schedule 1 no later than [DATE].

4.2 Additional Contributions. No Partner shall be required to make any additional Capital Contribution without such Partner’s written consent.

4.3 Capital Accounts. A Capital Account shall be established and maintained for each Partner in accordance with Section 704(b) of the Code.

4.4 Profits and Losses. Profits and Losses for each fiscal year shall be allocated among the Partners in proportion to their respective Percentage Interests unless otherwise required by the Code.

4.5 Distributions. Subject to retention of reasonable working capital and applicable law, Distributable Cash shall be distributed at least [QUARTERLY] in accordance with Percentage Interests.

4.6 Compensation for Services. Partners may receive reasonable compensation for personal services rendered to the Practice, provided such compensation complies with fee-splitting rules and is approved by the Management Committee.

4.7 Adjustments. Upon the occurrence of certain events (e.g., admission of new Partners), the Partnership may revalue its assets and adjust Capital Accounts accordingly.

5. MANAGEMENT & GOVERNANCE

5.1 Management Committee.
(a) Composition. The Partnership shall be managed by a committee (the “Management Committee”) consisting of all Partners, unless otherwise unanimously agreed.
(b) Voting. Each Partner shall have voting power proportionate to its Percentage Interest. Actions require approval of Partners holding more than [VOTING THRESHOLD]% of the Percentage Interests unless otherwise specified.

5.2 Designated Manager. The Management Committee may appoint a Partner as the “Designated Manager” to oversee day-to-day administrative functions.

5.3 Meetings; Quorum; Minutes. Regular meetings shall be held at least [MONTHLY], with special meetings called on [NUMBER] days’ notice. A quorum consists of Partners holding a majority of the Percentage Interests. Minutes shall be kept as part of the Partnership’s official records.

5.4 Authority. Except as expressly limited herein, the Management Committee may bind the Partnership. No Partner may individually bind the Partnership without delegated authority.

6. PRACTICE OPERATIONS & REGULATORY COMPLIANCE

6.1 Licensing. Each Partner shall maintain an active Ohio medical license, DEA registration, and any required specialty certifications.

6.2 Corporate-Practice Restrictions.
(a) Ownership Limitation. Only Ohio-licensed physicians may hold any ownership interest, directly or indirectly, in the Partnership.
(b) Management Services. Any management or administrative services contracted with third parties must preserve full clinical control by the Partners.

6.3 Fee-Splitting Compliance. The Partners shall not share fees with any person or entity prohibited by Ohio law or State Board regulation. All distributions hereunder constitute bona fide profit allocations among physician owners.

6.4 Standards of Care. The Partners shall render services consistent with prevailing professional standards and all State Board rules.

6.5 Medical Records. The Partnership shall maintain patient records in compliance with HIPAA, Ohio data-privacy laws, and State Board retention requirements.

6.6 Quality Assurance. The Partnership shall maintain an internal peer-review and quality-improvement program consistent with Ohio peer-review privilege statutes.

6.7 Billing & Coding. Billing shall comply with federal and state fraud-and-abuse laws, including but not limited to the federal Anti-Kickback Statute and Stark Law, as applicable.

7. REPRESENTATIONS & WARRANTIES

Each Partner represents and warrants to the other Partners and to the Partnership that, as of the Effective Date and on each day thereafter until such Partner’s withdrawal:

7.1 Organization & Authority. Such Partner has full legal capacity to enter into and perform this Agreement.

7.2 Licensure. Such Partner is, and shall remain, duly licensed and in good standing to practice medicine in Ohio.

7.3 No Restrictions. Such Partner is not subject to any agreement or order that would prohibit or materially restrict participation in the Partnership.

7.4 No Proceedings. There is no pending or, to such Partner’s knowledge, threatened investigation, disciplinary action, or litigation that would adversely affect such Partner’s ability to perform hereunder.

7.5 Accuracy of Information. All information provided by such Partner to the Partnership is true, correct, and complete in all material respects.

7.6 Survival. The representations and warranties set forth in this Section 7 shall survive the execution of this Agreement and any Partner’s dissociation.

8. COVENANTS & RESTRICTIONS

8.1 Maintenance of License; Continuing Education. Each Partner shall continuously maintain all licenses, permits, and certifications necessary for the Practice and shall satisfy continuing-education requirements.

8.2 Compliance Covenant. Each Partner shall comply, and shall cause the Practice to comply, with all applicable federal, state, and local laws, rules, and ethical standards.

8.3 Restrictive Covenants.
(a) Non-Competition. During the term of the Partnership and for [NON-COMPETE PERIOD] years after a Partner’s withdrawal for any reason other than Cause, such Partner shall not engage in the practice of medicine within [NON-COMPETE AREA].
(b) Non-Solicitation. During the term and for [NON-SOLICITATION PERIOD] years thereafter, no Partner shall solicit any patient or employee of the Partnership for competitive purposes.
[// GUIDANCE: Verify enforceability of geographic and temporal scope under Ohio law before finalizing.]

8.4 Confidentiality. Partners shall not disclose any confidential information, including patient records and Partnership financial data, except as permitted by law.

8.5 Insurance Procurement. Each Partner shall cooperate in obtaining and maintaining the Required Insurance.

9. DEFAULT; DISSOCIATION; REMEDIES

9.1 Events of Default. An “Event of Default” occurs upon:
(a) Failure to timely make a required Capital Contribution;
(b) Revocation, suspension, or restriction of a Partner’s medical license (“Cause”);
(c) Material breach of this Agreement not cured within [CURE PERIOD] days after written notice;
(d) Conviction of a felony or any crime involving moral turpitude;
(e) Misappropriation of Partnership funds or property.

9.2 Notice; Cure. Upon occurrence of an Event of Default, the non-defaulting Partners shall deliver written notice to the defaulting Partner specifying the default and, if curable, the period in which to cure.

9.3 Remedies. If the default is not cured within the relevant cure period, the non-defaulting Partners may, in addition to any other remedies:
(a) Terminate the defaulting Partner’s interest and redeem such interest at the lesser of (i) Fair Market Value or (ii) [DISCOUNT]% of the defaulting Partner’s Capital Account;
(b) Seek injunctive relief;
(c) Recover damages, including reasonable attorneys’ fees.

9.4 Voluntary Withdrawal. A Partner may voluntarily withdraw upon not less than [WITHDRAWAL NOTICE] days’ prior written notice, subject to the terms of Section 9.5.

9.5 Dissolution. The Partnership shall dissolve upon the unanimous written consent of the Partners, the occurrence of an event that makes the Practice unlawful, or as required by law.

10. RISK ALLOCATION

10.1 Indemnification.
(a) Each Partner (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the Partnership and the other Partners (each, an “Indemnified Party”) from and against any Losses arising out of or relating to (i) Malpractice Claims attributable to the Indemnifying Party’s acts or omissions, or (ii) the Indemnifying Party’s breach of this Agreement.
(b) Defense Counsel. The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party and shall not settle any claim without the Indemnified Party’s consent.

10.2 Limitation of Liability. Except for (a) willful misconduct, (b) fraud, or (c) amounts covered by Required Insurance, each Partner’s aggregate liability hereunder shall not exceed the lesser of (i) the coverage limits of such Partner’s malpractice insurance or (ii) such Partner’s Adjusted Capital Account.

10.3 Insurance. The Partnership shall maintain, and each Partner shall be a named insured under:
(a) Professional liability insurance with limits of no less than $[LIMIT] per claim and $[AGGREGATE LIMIT] aggregate (“Required Insurance”);
(b) Comprehensive general liability insurance; and
(c) Directors & Officers (or equivalent) coverage for Management Committee members.

10.4 Force Majeure. No Partner shall be liable for delays or failures in performance due to causes beyond reasonable control, including acts of God, pandemics, or governmental actions, provided that the affected Partner gives prompt notice and resumes performance as soon as practicable.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement and all disputes arising hereunder (“Disputes”) shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-laws principles (“Governing Law”).

11.2 Forum Selection. Subject to Section 11.3, the state courts of [COUNTY], Ohio shall have exclusive jurisdiction over any suit, action, or proceeding relating to this Agreement.

11.3 Arbitration.
(a) Except as provided in Section 11.4, any Dispute shall be finally resolved by binding arbitration conducted in [CITY], Ohio under the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration Rules”) by a panel of three arbitrators, each of whom shall be an attorney with at least ten years’ experience in health-care law.
(b) Discovery. The arbitrators shall permit reasonable discovery consistent with the expedited nature of arbitration.
(c) Award. The arbitrators’ award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

11.4 Injunctive Relief. Notwithstanding Section 11.3, any Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent violation of confidentiality, non-competition, or non-solicitation covenants.

11.5 Jury Waiver. [OPTIONAL — INCLUDE IF ELECTED] EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11.6 Attorneys’ Fees. The prevailing Party in any Dispute shall be entitled to recover its reasonable attorneys’ fees and costs.

12. GENERAL PROVISIONS

12.1 Amendments; Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Partners holding at least [SUPER-MAJORITY]% of the Percentage Interests; provided that any amendment affecting the economic rights of a Partner requires such Partner’s written consent.

12.2 Assignment; Delegation. No Partner may assign any rights or delegate any obligations hereunder without unanimous written consent. Any prohibited assignment is void.

12.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, personal representatives, successors, and permitted assigns.

12.4 Severability. If any provision is determined unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12.5 Integration. This Agreement (including all Schedules and Exhibits) constitutes the entire agreement of the Partners concerning the subject matter and supersedes all prior agreements and understandings.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted by electronic means (e.g., DocuSign, PDF) shall be deemed original signatures.

12.7 Notices. All notices shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth on Schedule 2, or as otherwise updated by notice.

13. EXECUTION BLOCK

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

[// GUIDANCE: If notarization or witness signatures are customary for medical practices in your county, insert appropriate jurat or witness lines here.]

Schedule 1

Initial Capital Contributions and Percentage Interests

Schedule 2

Notice Addresses

Exhibit A

Valuation Methodology
[// GUIDANCE: Insert agreed method (e.g., multiple of EBITDA, independent appraisal, formula based on collections).]

[// GUIDANCE: Before deploying, confirm compliance with (i) current Ohio State Medical Board regulations; (ii) any applicable federal fraud-and-abuse safe harbors; and (iii) Stark Law if designated-health-services referrals are implicated.]