MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Oregon – Comprehensive Form)

[// GUIDANCE: This is a sophisticated template drafted to Oregon standards. Bracketed language requires customization. Delete all GUIDANCE comments prior to execution.]

DOCUMENT HEADER

This Medical Practice Partnership Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among the persons identified below (each, a “Partner,” and collectively, the “Partners”):

1. [PARTNER 1 NAME], an individual licensed to practice medicine in the State of Oregon, license no. [__];
2. [PARTNER 2 NAME], an individual licensed to practice medicine in the State of Oregon, license no. [__];
3. [ADDITIONAL PARTNER NAMES, if any].

(Each, a “Party,” and together, the “Parties.”)

Recitals

A. The Partners are duly licensed physicians in good standing with the Oregon Medical Board and desire to associate in the practice of medicine in accordance with Oregon law, including the Oregon Medical Practice Act and all applicable rules of the Oregon Medical Board.
B. The Partners intend to conduct their professional activities under the name [PRACTICE NAME] (the “Partnership”) as a [GENERAL PARTNERSHIP / LIMITED LIABILITY PARTNERSHIP]* solely owned by licensed physicians, consistent with Oregon’s corporate-practice-of-medicine restrictions and fee-splitting prohibitions.
C. In consideration of the mutual promises herein, the Parties agree as follows.

TABLE OF CONTENTS

I. Definitions
II. Formation; Purpose; Term
III. Capitalization; Profits, Losses & Distributions
IV. Management & Governance
V. Practice Operations & Compliance
VI. Representations & Warranties
VII. Covenants & Restrictions
VIII. Default & Remedies
IX. Risk Allocation
X. Dispute Resolution
XI. General Provisions
XII. Execution

I. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Accounting Firm” – [NAME OR “a nationally recognized public accounting firm acceptable to all Partners”].

“Adjusted Capital Account” – A Partner’s Capital Account adjusted in accordance with Section III.D.

“Arbitration Rules” – The then-current Healthcare Arbitration Rules of the American Arbitration Association.

“Capital Account” – The bookkeeping account maintained for each Partner pursuant to Section III.C.

“Confidential Information” – All non-public patient, financial, operational, and proprietary information of the Partnership or its patients, protected in any form, including “Protected Health Information” under HIPAA.

“Disabling Event” – (a) death; (b) disability preventing a Partner from practicing medicine > [180] consecutive days; (c) suspension, probation, or revocation of medical license; or (d) exclusion from any federal health-care program.

“Fiscal Year” – The 12-month period ending each [DECEMBER 31], unless otherwise elected.

“Malpractice Insurance” – Professional liability insurance meeting Oregon minimum coverage requirements and the limits specified in Section IX.C.

“Net Profits” / “Net Losses” – Partnership income, gain, loss, deduction, or credit, as determined under Section III.D.

“Non-Compete Area” – A [X-mile radius] of any Partnership office.

“Partner Percentage Interest” – The percentage set forth for each Partner on Exhibit A, subject to adjustment under Section III.B.

“Partnership Property” – Any real, personal, intangible, or mixed property owned or leased by the Partnership.

“Withdrawal Date” – The effective date of a Partner’s dissociation under Section VIII.A.

[// GUIDANCE: Add or delete definitions to fit the final agreement.]

II. FORMATION; PURPOSE; TERM

A. Formation. The Partners hereby form [PRACTICE NAME] as a [choose: “general partnership” under Oregon’s Uniform Partnership Act” / “registered limited liability partnership (‘LLP’) under ORS Chapter 67”] effective as of the Effective Date. The Partnership shall timely file all certificates or registrations required by Oregon law.

B. Purpose. The Partnership’s sole purpose is the professional practice of medicine and any lawful ancillary activities consistent with (i) Oregon’s licensing requirements, (ii) Oregon corporate-practice-of-medicine doctrine, and (iii) federal and state fee-splitting prohibitions. The Partnership shall not engage in any activity requiring licensure unless duly licensed.

C. Principal Office; Additional Offices. The principal office shall be at [ADDRESS], with additional sites as approved by the Management Committee (defined in Section IV.A).

D. Term. The Partnership shall continue until dissolved in accordance with Section VIII.F.

III. CAPITALIZATION; PROFITS, LOSSES & DISTRIBUTIONS

A. Capital Contributions. Each Partner shall contribute the amounts and items of property set forth on Exhibit A (each, a “Capital Contribution”) no later than [DATE]. Failure to timely contribute is an Event of Default under Section VIII.B(1).

B. Percentage Interests. Partner Percentage Interests shall be as listed on Exhibit A and shall govern allocations of Net Profits/Losses and Voting Power (Section IV.C), unless re-determined upon (i) admission of a new Partner, (ii) capital call under Section III.E, or (iii) permitted transfer.

C. Capital Accounts. A Capital Account shall be maintained for each Partner in accordance with generally accepted tax-capital account principles.

D. Allocation of Net Profits/Losses. Net Profits and Net Losses shall be allocated to the Partners pro rata based on Partner Percentage Interests as of the last day of each Fiscal Year.

E. Capital Calls. Upon unanimous approval of the Management Committee, the Partnership may issue written capital calls to Partners. Non-contributing Partners shall be subject to dilution or other remedies set forth in Exhibit B.

F. Cash Distributions. Subject to (i) retention of reasonable reserves and (ii) satisfaction of required withholdings, Net Profits shall be distributed at least quarterly. All distributions shall comply with Oregon fee-splitting rules; no portion may be paid to unlicensed persons or entities.

[// GUIDANCE: Insert tax distribution provisions if electing S-corporation or LLP pass-through status.]

IV. MANAGEMENT & GOVERNANCE

A. Management Committee.

1. Composition. A Management Committee (“MC”) shall consist of [3] Partners elected annually by majority in interest.
2. Authority. Except as reserved to the Partners under Section IV.B, the MC shall control all Partnership operations.
3. Meetings; Quorum. Meetings require [X] days’ prior notice; quorum is a majority of MC members.

B. Major Decisions Requiring Partner Consent. The following actions require approval of Partners holding at least [66 2/3 %] of Partner Percentage Interests:
(i) Admission/expulsion of a Partner;
(ii) Sale or lease of substantially all assets;
(iii) Amendment of this Agreement;
(iv) Merger or dissolution;
(v) Capital expenditure > $ [____].

C. Voting Power. Each Partner’s vote equals his/her Partner Percentage Interest.

D. Officers. The MC may appoint a Managing Partner, Medical Director, or other officers with defined duties.

E. Compensation for Services. Partners may receive reasonable salaries, productivity bonuses, or draw advances, provided all compensation structures comply with Oregon fee-splitting and federal Anti-Kickback regulations.

V. PRACTICE OPERATIONS & COMPLIANCE

A. Licensure & Professional Standards. Each Partner shall:
1. Maintain an active, unrestricted Oregon medical license;
2. Comply with all continuing-education requirements;
3. Observe applicable federal and state laws (HIPAA, Stark, Anti-Kickback, OSHA, etc.) and Oregon Medical Board rules.

B. Staffing & Supervision. The Partnership may employ or contract with non-physician personnel (e.g., PAs, NPs) consistent with Oregon scope-of-practice statutes. All such personnel remain under physician supervision as required by law.

C. Medical Records. Records shall be maintained and retained in compliance with Oregon Medical Board rules, HIPAA, and Part 2 (42 C.F.R. Part 2) confidentiality where applicable.

D. Billing & Collections. Billing practices shall meet applicable federal and private-payer requirements. No Partner may cause or permit upcoding, unbundling, or other fraudulent billing.

E. Quality Assurance. The MC shall implement a quality-assurance program, including peer review and incident reporting, consistent with Oregon peer-review privilege protections.

F. Compliance Officer. The Partnership shall designate a Compliance Officer with direct reporting to the MC.

VI. REPRESENTATIONS & WARRANTIES

Each Partner represents and warrants as of the Effective Date and on a continuing basis:

1. Authority. He/she has full legal capacity to execute and perform this Agreement.
2. Licensure. He/she holds an active, unrestricted Oregon medical license and is not subject to any investigation that would reasonably be expected to impair such license.
3. No Conflict. Execution and performance do not violate any other agreement or legal obligation.
4. Litigation. Except as disclosed on Schedule 6.4, there is no pending claim that would materially impair his/her ability to practice.
5. Compliance. He/she has not engaged in Medicare/Medicaid fraud or abuse and is not excluded from participation in any federal health-care program.

Survival: The foregoing representations and warranties survive a Partner’s Withdrawal Date for a period of [24] months.

VII. COVENANTS & RESTRICTIONS

A. Affirmative Covenants. Each Partner shall:
1. Maintain Malpractice Insurance meeting Section IX.C requirements;
2. Promptly notify the MC of any Disabling Event or governmental inquiry;
3. Abide by Partnership policies, including compliance plan and confidentiality.

B. Negative Covenants. No Partner shall, without MC approval:
1. Solicit Partnership patients or employees for competing purposes;
2. Receive or pay any remuneration in violation of applicable fee-splitting or Anti-Kickback rules;
3. Encumber Partnership Property.

C. Non-Competition & Non-Solicitation. During the term and for [12] months following the Withdrawal Date, a Partner shall not (i) establish or practice medicine within the Non-Compete Area, or (ii) solicit Partnership employees or patients, except as prohibited by ORS 653.295 or other applicable law. If a court deems the restriction overbroad, it shall reform the restriction to the maximum enforceable scope.

VIII. DEFAULT & REMEDIES

A. Voluntary Withdrawal. A Partner may withdraw upon [90] days’ prior written notice; such Partner remains liable for obligations accrued prior to the Withdrawal Date.

B. Events of Default. An “Event of Default” occurs if a Partner:
1. Fails to make a required Capital Contribution;
2. Commits material breach of this Agreement and fails to cure within [30] days after notice;
3. Suffers a Disabling Event;
4. Engages in willful misconduct, fraud, or gross negligence;
5. Has his/her medical license restricted, suspended, or revoked.

C. Remedies. Upon an Event of Default, the MC may, by supermajority vote:
1. Suspend or limit the defaulting Partner’s voting rights and distributions;
2. Require redemption of the Partner’s interest per Section VIII.D;
3. Seek damages, specific performance, or injunctive relief;
4. Recover attorney fees and costs under Section VIII.E.

D. Redemption Formula. The Partnership shall redeem the defaulting Partner’s interest for (i) the lesser of fair-market value or [X]× trailing-12-month collections attributable to such Partner, less (ii) any damages owed. Payment terms: [20 %] down and the balance in [equal quarterly installments over 24 months], interest at [Prime + 2 %].

E. Attorney Fees. The prevailing Party in any enforcement action shall recover reasonable attorney fees, costs, and expert-witness fees.

F. Dissolution. The Partnership dissolves upon (i) unanimous Partner vote, (ii) sale of substantially all assets, or (iii) legal mandate. Winding-up shall follow Oregon partnership law with distributions per positive Capital Accounts.

IX. RISK ALLOCATION

A. Indemnification (Malpractice). Each Partner (“Indemnifying Partner”) shall indemnify, defend, and hold harmless the Partnership and the other Partners from any claim, liability, cost, or expense (including attorney fees) arising out of the Indemnifying Partner’s professional negligence or malpractice, except to the extent covered by Partnership-maintained Malpractice Insurance.

B. Limitation of Liability (Malpractice Limits). Except for willful misconduct or fraud, a Partner’s aggregate liability to the Partnership and the other Partners for malpractice claims is limited to (i) the limits of insurance required under Section IX.C, plus (ii) the amount of such Partner’s undistributed Capital Account. No Partner shall be liable for consequential, incidental, or punitive damages.

C. Insurance Requirements.
1. Each Partner shall maintain, at his/her own expense, Malpractice Insurance with minimum limits of $ [1,000,000] per claim / $ [3,000,000] aggregate and tail coverage for at least [5] years post-termination.
2. The Partnership shall maintain general liability, cyber liability, and employment-practices coverage with commercially reasonable limits.

D. Force Majeure. A Party shall not be liable for failure to perform due to events beyond its reasonable control, including natural disasters, pandemics, acts of terrorism, or governmental orders, provided the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate.

X. DISPUTE RESOLUTION

A. Governing Law. This Agreement and all disputes hereunder are governed by the laws of the State of Oregon (“state_medical_law”), without regard to conflict-of-laws rules.

B. Forum Selection; Injunctive Relief. For purposes of provisional or injunctive relief, the Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Oregon (“state_court”). Each Partner consents to personal jurisdiction and waives any objection based on venue or inconvenient forum.

C. Arbitration (Preferred). Except as provided in Section X.B, any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under the Arbitration Rules:
1. Seat: Portland, Oregon.
2. Panel: One arbitrator with healthcare law experience, unless the amount in controversy exceeds $ [1 million], in which case three arbitrators.
3. Discovery: Limited to [X] interrogatories, [X] document requests, and [X] depositions per side, unless the panel orders otherwise.
4. Award: Written, reasoned decision; may grant any remedy available at law or equity. Judgment on the award may be entered in any court of competent jurisdiction.

D. Jury Trial Waiver. [OPTIONAL] Each Party hereby waives any right to a jury trial in any court proceeding arising out of this Agreement.

E. Tolling. All applicable statutes of limitation are tolled during arbitration.

XI. GENERAL PROVISIONS

A. Amendment & Waiver. No amendment is valid unless in a writing signed by Partners holding at least the percentage approval required under Section IV.B. No waiver is effective unless in writing and signed by the waiving Party; a waiver in one instance is not a waiver in any other.

B. Assignment & Transfer. No Partner may assign or encumber his/her Partnership Interest except as expressly permitted in this Agreement. Any unauthorized transfer is void.

C. Successors & Assigns. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

D. Severability. If any provision is held unenforceable, it shall be reformed to the minimum extent necessary; the remainder of the Agreement continues in full force.

E. Entire Agreement. This Agreement, together with all Exhibits and Schedules, constitutes the entire understanding of the Parties, superseding all prior agreements.

F. Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts (including .pdf and electronic signatures via DocuSign or similar), each of which is deemed an original and all of which constitute one instrument.

G. Notices. All notices must be in writing and delivered (i) by certified U.S. mail, return receipt requested; (ii) by nationally recognized overnight courier; or (iii) by email with confirmation of receipt, to the addresses set forth on Exhibit C. Notice is effective on the earlier of actual receipt or the date delivery is refused.

H. Further Assurances. Each Party shall execute and deliver additional documents and take further actions reasonably necessary to carry out the intent of this Agreement.

I. Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” Pronouns refer to any gender and the singular includes the plural.

XII. EXECUTION

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

[Notary Block – if desired or required under ORS ±]

EXHIBIT A

Capital Contributions & Percentage Interests
| Partner | Cash | Property (Describe) | Services (FMV) | Total Initial Capital | Percentage Interest (%) |
|---------|------|---------------------|----------------|-----------------------|-------------------------|
| [Partner 1] | $ [_] | [] | [_] | $ [] | [] % |
| [Partner 2] | $ [_] | [] | [_] | $ [] | [] % |
| TOTAL | | | | | 100 % |

EXHIBIT B

Capital Call Remedies; Dilution Formula
[Insert mechanics—e.g., non-contributing Partner’s Percentage Interest reduced using a straight-line dilution formula.]

EXHIBIT C

Notice Addresses
[Addresses, emails, and phone numbers for each Partner.]

[// GUIDANCE:
1. Confirm entity choice (general partnership vs. LLP) with tax and liability advisers.
2. Review Oregon non-compete law (ORS 653.295) for enforceability limits.
3. Attach buy-sell valuation methodology (e.g., multiple of EBITDA) if Exhibit B is insufficient.
4. Verify malpractice insurance limits with carrier and facility credentialing requirements.
5. Custom-tailor arbitration discovery limits and panel composition to the expected dispute profile.
6. Ensure HIPAA Business Associate Agreements are in place with third-party vendors.]