Medical Practice Partnership Agreement

MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Oklahoma — 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 Practice Licensing & Regulatory Compliance
   3.6 Compensation Methodology; Fee-Splitting & Anti-Kickback Safeguards
   3.7 Books, Records & Accounting
   3.8 Banking & Spending Authority
   3.9 Partner Duties; Time Commitment
   3.10 Admission, Withdrawal & Buy-Sell

4. Representations & Warranties

5. Covenants & Restrictions (Non-Solicitation Only — Oklahoma)
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

MEDICAL PRACTICE PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of [EFFECTIVE DATE] by and among [FULL LEGAL NAME OF PARTNER A], [FULL LEGAL NAME OF PARTNER B], and any other Persons admitted as Partners (each, a "Partner" and collectively, the "Partners").

RECITALS

A. The Partners are each duly licensed physicians under the Oklahoma Medical Practice Act, 59 O.S. § 481 et seq., authorized to practice medicine in Oklahoma.
B. The Partners desire to associate to operate a medical practice under the Oklahoma Revised Uniform Partnership Act, 54 O.S. § 1-101 et seq., and, where applicable, the Oklahoma Professional Entity Act, 18 O.S. § 801 et seq.
C. The Partners intend this Agreement comply with all Applicable Law, including the Oklahoma Medical Practice Act, federal Anti-Kickback Statute, federal Stark Law, and the Oklahoma statutory prohibition on covenants in restraint of trade (15 O.S. § 217).

NOW, THEREFORE, in consideration of the mutual covenants herein, the Partners agree as follows:

2. DEFINITIONS

"Affiliate" — Any Person directly or indirectly controlling, controlled by, or under common control with another Person.

"Applicable Law" — (a) the Oklahoma Medical Practice Act (59 O.S. § 481 et seq.); (b) the Oklahoma Professional Entity Act (18 O.S. § 801 et seq.); (c) the Oklahoma Revised Uniform Partnership Act (54 O.S. § 1-101 et seq.); (d) 15 O.S. §§ 217–219B (restraints of trade); (e) federal Anti-Kickback Statute and Stark Law; (f) HIPAA; and (g) all other applicable federal, state, and local laws and regulations.

"Capital Account" — A Partner's capital account maintained pursuant to Section 3.2.

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

"Gross Revenues" — All revenues collected by the Partnership from operation of the Practice, exclusive of returns or refunds.

"Malpractice Claim" — Any Claim alleging professional negligence, medical malpractice, or breach of professional standards.

"Practice" — The medical practice operated by the Partnership.

"Permitted Restraint" — A restraint of trade falling within an exception to 15 O.S. § 217, including:
(a) sale of goodwill of a business (15 O.S. § 218);
(b) dissolution of a partnership (15 O.S. § 219);
(c) employee non-solicitation of established customers and non-poaching of employees (15 O.S. § 219A).

3. OPERATIVE PROVISIONS

3.1 Formation, Name, Purpose & Term

3.1.1 Formation. The Partners hereby form a professional partnership (the "Partnership") under the Oklahoma Revised Uniform Partnership Act, 54 O.S. § 1-101 et seq. The Partners may, by unanimous consent, convert the Partnership to a professional corporation or professional limited liability company under 18 O.S. § 801 et seq.
3.1.2 Name. The Partnership shall conduct business as [PRACTICE NAME] and register all required trade names with the Oklahoma Secretary of State and the Oklahoma State Board of Medical Licensure and Supervision as applicable.
3.1.3 Purpose. The exclusive purpose of the Partnership is the practice of medicine and ancillary activities permissible for physicians under Applicable Law.
3.1.4 Term. The Partnership shall commence on the Effective Date and continue until dissolved under this Agreement or Applicable Law.

3.2 Capital Contributions

(a) Initial Contributions. Each Partner shall contribute the cash or property specified on Schedule 1.
(b) Additional Contributions. No Partner shall be required to make additional 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 in proportion to Percentage Interests set forth on Schedule 1, subject to required tax allocations under the Internal Revenue Code.
(b) Distributions. Subject to reserve requirements, 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.
3.4.2 Authority. Managing Partner oversees day-to-day operations, subject to Schedule 2 (Reserved Matters) requiring Partner approval.
3.4.3 Voting. Actions require approval of Partners holding [SIMPLE MAJORITY / SUPER-MAJORITY] of Percentage Interests except as otherwise specified.

3.5 Practice Licensing & Regulatory Compliance

(a) Licensure. Each Partner shall at all times maintain an unrestricted license to practice medicine in Oklahoma under 59 O.S. § 481 et seq.
(b) Entity Compliance. The Partnership shall make all filings required by the Oklahoma Secretary of State and shall, if operating as a PC or PLLC, comply with all ownership and governance requirements of the Oklahoma Professional Entity Act, 18 O.S. § 801 et seq. (all shareholders / members must be duly licensed to render the same professional services).
(c) Unprofessional Conduct. Each Partner shall avoid any act constituting "unprofessional conduct" under 59 O.S. § 509, including (without limitation) fraudulent billing, betrayal of professional confidences, and prohibited fee arrangements.
(d) Continuing Education. Each Partner shall satisfy all CME and reporting requirements of the Oklahoma State Board of Medical Licensure and Supervision.

3.6 Compensation Methodology; Fee-Splitting & Anti-Kickback Safeguards

(a) Compensation Policy. Partner compensation shall be determined per Schedule 3 (Compensation Formula) based on bona fide services rendered.
(b) Fee-Splitting / Unprofessional Conduct. All compensation arrangements shall comply with 59 O.S. § 509 (unprofessional conduct) and the Oklahoma Board of Medical Licensure and Supervision's rules. No remuneration shall be paid for patient referrals.
(c) Federal Compliance. Arrangements shall comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and Stark Law (42 U.S.C. § 1395nn), including fitting within applicable safe harbors and bona-fide-employment / personal-services exceptions.

3.7 Books, Records & Accounting

(a) Fiscal Year. [DATE].
(b) GAAP. Books shall be maintained per GAAP.
(c) Access Rights. Each Partner may inspect books and records upon reasonable notice.

3.8 Banking & Spending Authority

All funds shall be held in accounts in the Partnership's name. Disbursements above [$ THRESHOLD] shall require two signatures (at least one Managing Partner).

3.9 Partner Duties; Time Commitment

(a) Fiduciary Duties. Each Partner owes the Partnership and the other Partners duties of loyalty, care, and good faith under 54 O.S. § 1-404.
(b) Minimum Clinical Hours. [HOURS/WEEK].
(c) Outside Activities. Permitted unless prohibited by Section 5 or in conflict with the Partnership's interests.

3.10 Admission, Withdrawal & Buy-Sell

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

4. REPRESENTATIONS & WARRANTIES

4.1 Each Partner Represents:
(a) Licensure. Active, unrestricted Oklahoma medical license.
(b) No Restrictions. Not subject to any suspension, probation, or limitation by the Oklahoma State Board of Medical Licensure and Supervision, the Oklahoma Board of Osteopathic Examiners, or any other governmental body.
(c) Authority. Full power and authority to enter into this Agreement.
(d) No Conflicts. Execution does not violate any other agreement or court order.

4.2 Survival. The representations survive until [X] years after a Partner ceases to be a Partner.

5. COVENANTS & RESTRICTIONS (NON-SOLICITATION ONLY — OKLAHOMA)

5.1 Compliance with Laws. Each Partner shall comply with all Applicable Law, ethical standards, and payer requirements.

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

5.3 NO POST-EMPLOYMENT NON-COMPETE. The Parties acknowledge that under 15 O.S. § 217, "every contract by which any one is restrained from exercising a lawful profession, trade or business of any kind, otherwise than as provided by Sections 218 and 219 of this title, is to that extent void." Accordingly, no Partner is restricted from practicing medicine within any geographic area or for any period following separation from the Partnership, except as expressly permitted by Sections 5.4 and 5.5 below.

5.4 Permitted Non-Solicitation (15 O.S. § 219A). Upon ceasing to be a Partner, a former Partner shall not, for a period of two (2) years (or such shorter period as required by Applicable Law):
(a) Customer Non-Solicitation. Directly solicit the sale of goods, services, or a combination of goods and services from the established patients of the Partnership (provided this restriction shall not be construed to prohibit a former Partner from engaging in the same business or similar business as the Partnership, consistent with 15 O.S. § 219A); and
(b) Employee Non-Poaching. Solicit, hire, or attempt to hire any employee or independent contractor of the Partnership.

5.5 Sale of Goodwill / Partnership Dissolution. Restraints incident to (i) a sale of a Partner's goodwill in the Practice (15 O.S. § 218) or (ii) the dissolution of the Partnership (15 O.S. § 219) may be enforced consistent with the terms set forth in the relevant buy-sell or dissolution instrument and as permitted by statute.

5.6 Notice & Cure of Regulatory Issues. A Partner who receives notice of any disciplinary investigation shall notify the Managing Partner within five (5) business days and cooperate in curing any violation.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Material breach not cured within thirty (30) days after written notice;
(b) Loss, suspension, or restriction of medical license;
(c) Conviction of a felony or crime of moral turpitude;
(d) Determination of unprofessional conduct under 59 O.S. § 509;
(e) Gross negligence or willful misconduct causing material harm to the Partnership.

6.2 Remedies. Upon Event of Default the non-defaulting Partners may:
(a) Suspend the defaulting Partner's voting and distribution rights;
(b) Require sale of the Partnership Interest under Schedule 4;
(c) Seek injunctive relief or specific performance (subject to 15 O.S. §§ 217–219A);
(d) Recover damages, costs, and reasonable attorneys' fees.

7. RISK ALLOCATION

7.1 Malpractice Indemnification. Each Partner indemnifies, defends, and holds harmless the Partnership and the other Partners from Malpractice Claims arising out of such Partner's professional acts or omissions, except to the extent covered by Partnership insurance.

7.2 Limitation of Liability. Subject to limits permitted under Oklahoma law, the aggregate liability of a Partner shall not exceed the lesser of the insurance limits maintained under Section 7.3 or [$ AMOUNT].

7.3 Insurance.
(a) Minimum Coverage. Professional liability insurance 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 delay caused by events beyond reasonable control (acts of God, pandemics, government orders, labor disputes), provided the Partner exercises commercially reasonable mitigation.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. Exclusive venue lies in the District Court of [COUNTY], Oklahoma, except as provided in Section 8.3.

8.3 Arbitration. Except for actions for injunctive relief under Sections 5 or 6 and for collection of undisputed monetary obligations, all disputes shall be resolved by binding arbitration under the Oklahoma Uniform Arbitration Act, 12 O.S. § 1851 et seq., administered by [AAA / JAMS] under its healthcare or commercial rules.
(a) Location. [CITY], Oklahoma.
(b) Arbitrator. Retired judge or attorney with at least ten (10) years of healthcare-law experience.
(c) Award. Final; judgment may be entered in any court of competent jurisdiction.

8.4 Jury Waiver. To the extent permitted by Oklahoma law, each Party waives the right to jury trial in actions arising under this Agreement (subject to the Oklahoma Constitution, Art. II, § 19).

8.5 Injunctive Relief. Breach of Sections 5.2 (Confidentiality) or 5.4 (Permitted Non-Solicitation) may be enjoined without bond, subject to Oklahoma equitable principles.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers. Amendment requires a 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.

9.3 Severability. If any provision is invalid, the remaining provisions remain enforceable; the invalid provision shall be reformed to the minimum extent necessary. The Parties expressly acknowledge that any provision deemed an unenforceable restraint of trade under 15 O.S. § 217 shall be deemed void only to the extent of the restraint, and the remainder of this Agreement shall continue in full force.

9.4 Integration. This Agreement and all Schedules constitute the entire understanding of the Parties.

9.5 Counterparts; Electronic Signatures. Counterparts and electronic signatures (under Oklahoma's UETA, 12A O.S. § 15-101 et seq.) are deemed originals.

9.6 Notices. Notices shall be delivered by (a) personal service, (b) certified mail (return receipt requested), (c) overnight courier, or (d) email with confirmation, to addresses on Schedule 5.

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

[List: sale of substantial assets, debt > $X, relocation of main office, amendment of compensation formula, etc.]

SCHEDULE 3 — Compensation Formula

[RVU-based, collections-based, salary plus bonus, or hybrid. Define productivity metrics.]

SCHEDULE 4 — Buy-Sell Provisions

[Valuation method, payment terms, triggering events, security.]

SCHEDULE 5 — Notice Information

SOURCES AND REFERENCES

• 18 O.S. § 801 et seq. — Oklahoma Professional Entity Act
• 54 O.S. § 1-101 et seq. — Oklahoma Revised Uniform Partnership Act
• 59 O.S. § 481 et seq. — Oklahoma Medical Practice Act
• 59 O.S. § 509 — Unprofessional conduct
• 15 O.S. § 217 — Restraints of trade (statutory ban)
• 15 O.S. § 218 — Sale of goodwill exception
• 15 O.S. § 219 — Dissolution of partnership exception
• 15 O.S. § 219A — Permitted customer non-solicitation / employee non-poaching
• 12 O.S. § 1851 et seq. — Oklahoma Uniform Arbitration Act
• 42 U.S.C. § 1320a-7b — Federal Anti-Kickback Statute
• 42 U.S.C. § 1395nn — Federal Stark Law