MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Utah)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

1. [PARTNER A LEGAL NAME], a physician licensed and in good standing under the laws of the State of Utah, having a principal practice address at [ADDRESS] (“Partner A”); and
2. [PARTNER B LEGAL NAME], a physician licensed and in good standing under the laws of the State of Utah, having a principal practice address at [ADDRESS] (“Partner B”).

(Additional partners, if any, may be added in Schedule 1 hereto.)

Recitals

A. The Partners wish to form and operate a medical practice in Utah in accordance with the Utah Medical Practice Act and all other applicable laws and regulations.
B. The Partners desire to set forth their respective rights, obligations, and liabilities with respect to the partnership.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained 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, the following terms shall have the meanings set forth below (alphabetically arranged):

“AAA” means the American Arbitration Association.
“Adjusted Capital Account” has the meaning assigned in Section 3.06(b).
“Agreement” has the meaning set forth in the Document Header.
“Arbitration Rules” means the Commercial Arbitration Rules of the AAA, as amended from time to time.
“Capital Contribution” means the total value of cash, property, and services contributed to the Partnership by a Partner, as reflected in the Partnership Books.
“Corporate Practice Restrictions” means any state or federal law limiting the ownership and control of a medical practice to duly-licensed physicians, including Utah’s statutory and regulatory framework prohibiting the practice of medicine by unlicensed entities.
“Fee-Splitting Rules” means Utah laws and regulations prohibiting the division of medical fees with persons or entities not legally authorized to practice medicine or receive such fees.
“Injunctive Relief” has the meaning set forth in Section 8.05.
“Malpractice Cap” has the meaning set forth in Section 7.03.
“Partner” and “Partners” have the meanings set forth in the Document Header.
“Partnership” means the Utah medical practice formed pursuant to this Agreement.
“Partnership Books” means all books and records of the Partnership maintained in accordance with Section 3.08.
“Practice Licensing Requirements” means all applicable Utah laws, rules, and regulations governing the licensure of physicians and the operation of medical practices.
“State Court” means any court of competent jurisdiction located within the State of Utah.
“Term” has the meaning set forth in Section 3.01.

[// GUIDANCE: Add additional definitions as needed for your specific deal structure.]

3. OPERATIVE PROVISIONS

3.01 Formation; Name; Term

(a) The Partners hereby form a general partnership (the “Partnership”) pursuant to the Utah Uniform Partnership Act and applicable medical practice statutes.
(b) The Partnership shall conduct business under the name [PARTNERSHIP NAME] or such other name as the Partners may unanimously approve.
(c) The Term of the Partnership shall commence on the Effective Date and continue until dissolved pursuant to Article 5 or as otherwise provided by law.

3.02 Purpose

The purpose of the Partnership is to engage exclusively in the practice of medicine and related activities permissible for duly licensed physicians under Utah law, subject to all Practice Licensing Requirements, Corporate Practice Restrictions, and Fee-Splitting Rules.

3.03 Principal Place of Business

The principal office of the Partnership shall be located at [ADDRESS], or at such other location in Utah as the Partners may determine from time to time.

3.04 Capital Contributions

(a) Initial Contributions. Each Partner shall contribute the property or cash set forth opposite such Partner’s name in Schedule 2 hereto on or before the Effective Date.
(b) Additional Contributions. No Partner shall be required to make additional Capital Contributions without the Partner’s prior written consent.

3.05 Allocation of Profits and Losses

Profits and losses shall be allocated among the Partners pro rata in accordance with their respective Percentage Interests as set forth in Schedule 2, unless otherwise unanimously agreed in writing.

3.06 Distributions

Distributions of available cash shall be made at such times and in such amounts as the Partners may determine, subject to all applicable Fee-Splitting Rules.

3.07 Management and Voting

(a) Management. Each Partner shall participate equally in the management of the Partnership unless otherwise agreed in writing.
(b) Voting. Except as expressly provided herein, all Partnership matters shall require the affirmative vote of Partners holding more than fifty percent (50%) of the Percentage Interests.

3.08 Books, Records, and Accounting

(a) The Partnership Books shall be kept on an accrual basis in accordance with generally accepted accounting principles (“GAAP”) and applicable healthcare accounting standards.
(b) Each Partner, or such Partner’s authorized representative, shall have access to the Partnership Books during regular business hours.

3.09 Bank Accounts

All Partnership funds shall be deposited in the name of the Partnership in such bank accounts as the Partners may designate. All withdrawals shall require the signature of at least [NUMBER] Partner(s).

3.10 Conditions Precedent

The obligations of each Partner under this Agreement are conditioned upon:
1. Each Partner’s maintenance of an active, unrestricted Utah medical license; and
2. Compliance by the Partnership with all Practice Licensing Requirements.

4. REPRESENTATIONS & WARRANTIES

Each Partner represents, warrants, and covenants to the Partnership and to the other Partners that, as of the Effective Date and throughout the Term:

4.01 Licensure and Good Standing. Such Partner holds an active, unrestricted license to practice medicine in Utah and is not subject to any disciplinary action or investigation that would impair such Partner’s ability to practice medicine.

4.02 Authority. Such Partner has full power and authority to execute and deliver this Agreement and to perform the obligations hereunder.

4.03 No Conflicts. The execution, delivery, and performance of this Agreement by such Partner do not conflict with or violate any agreement, judgment, or law to which such Partner is a party or by which such Partner is bound.

4.04 Compliance with Corporate Practice Restrictions. Such Partner shall not permit any unlicensed person or entity to exercise control over the professional judgment of the Partner in violation of Corporate Practice Restrictions.

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

4.06 Survival. The representations and warranties set forth in this Article 4 shall survive the execution of this Agreement and any dissolution of the Partnership for a period of [NUMBER] years.

5. COVENANTS & RESTRICTIONS

5.01 Affirmative Covenants
(a) Compliance. Each Partner shall comply with all Practice Licensing Requirements, Corporate Practice Restrictions, Fee-Splitting Rules, and all other applicable federal, state, and local laws.
(b) Continuing Education. Each Partner shall complete all continuing medical education required to maintain licensure.
(c) Insurance. The Partnership shall at all times maintain professional liability insurance for the Partners with coverage limits not less than the Malpractice Cap.

5.02 Negative Covenants
(a) Prohibited Fee Splitting. No Partner shall engage in or permit any arrangement that constitutes unlawful fee splitting under Utah law.
(b) Non-Competition. During the Term and for [NUMBER] months thereafter, no Partner shall establish or join a competitive medical practice within [RADIUS] miles of the Partnership’s principal office without the unanimous written consent of the other Partners.
[// GUIDANCE: Tailor the non-competition scope to Utah’s reasonableness standards to enhance enforceability.]

5.03 Notice Obligations
A Partner shall promptly notify the Partnership upon the occurrence of any of the following:
1. Receipt of notice of any malpractice claim or governmental investigation;
2. Suspension, revocation, or restriction of the Partner’s medical license; or
3. Any event that would reasonably be expected to have a material adverse effect on the Partner’s ability to practice medicine.

5.04 Cure Periods
Unless otherwise provided herein, a Partner in breach shall have [30] days after receipt of written notice to cure such breach, if curable.

6. DEFAULT & REMEDIES

6.01 Events of Default
The occurrence of any of the following shall constitute an “Event of Default”:
1. A material breach of this Agreement that remains uncured after the applicable cure period;
2. Loss, suspension, or restriction of a Partner’s medical license;
3. Gross negligence, willful misconduct, fraud, or violation of any law materially affecting the Partnership.

6.02 Consequences of Default
Upon an Event of Default:
(a) Suspension. The non-defaulting Partners may by written notice suspend the defaulting Partner’s management rights.
(b) Mandatory Buy-Out. The non-defaulting Partners may elect to purchase the defaulting Partner’s Partnership Interest at a price determined in accordance with Schedule 3.
(c) Injunctive Relief. The Partnership shall be entitled to injunctive relief to prevent further harm pending arbitration or litigation.

6.03 Attorneys’ Fees
The prevailing party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.01 Indemnification (Malpractice Indemnity)
Each Partner (the “Indemnifying Partner”) shall indemnify, defend, and hold harmless the Partnership and the other Partners (each, an “Indemnified Party”) from and against any losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to the Indemnifying Partner’s negligence, malpractice, or violation of law.

7.02 Contribution
To the extent any malpractice liability is jointly attributable to more than one Partner, liability shall be allocated among the responsible Partners in proportion to their respective degrees of fault, as determined by the trier of fact.

7.03 Limitation of Liability (Malpractice Limits)
Except for intentional misconduct or fraud, each Partner’s total liability to the Partnership and the other Partners for malpractice claims shall not exceed the lesser of:
1. The limits of the Partner’s applicable professional liability insurance; or
2. [MALPRACTICE CAP AMOUNT] (the “Malpractice Cap”).

7.04 Insurance
The Partnership shall obtain and maintain professional liability insurance covering all Partners with limits at least equal to the Malpractice Cap and tail coverage for at least [NUMBER] years following a Partner’s withdrawal.

7.05 Force Majeure
No Partner shall be liable for any failure or delay in performance caused by events beyond the Partner’s reasonable control, including acts of God, pandemics, or governmental restrictions, provided that the affected Partner gives prompt notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.01 Governing Law
This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws principles.

8.02 Forum Selection
Subject to Section 8.03, the Partners irrevocably submit to the exclusive jurisdiction of the State Courts located in [COUNTY], Utah for any suit, action, or proceeding arising out of or relating to this Agreement.

8.03 Arbitration (Preferred)
(a) Scope. Except for claims seeking Injunctive Relief under Section 8.05, any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the AAA in accordance with the Arbitration Rules.
(b) Seat; Language. The arbitration shall be seated in [CITY], Utah and conducted in English.
(c) Panel. The tribunal shall consist of a single arbitrator mutually agreed by the Partners or, failing agreement, appointed by the AAA.
(d) Award. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

8.04 Jury Waiver [OPTIONAL]
EACH PARTNER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT.
[// GUIDANCE: Delete Section 8.04 if the Partners do not elect a jury waiver.]

8.05 Injunctive Relief
Notwithstanding anything to the contrary herein, a Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in State Court to prevent irreparable harm, without first pursuing arbitration.

9. GENERAL PROVISIONS

9.01 Amendments and Waivers
No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by Partners holding at least [SUPERMAJORITY PERCENTAGE]% of the Percentage Interests.

9.02 Assignment
No Partner may assign, pledge, or otherwise transfer such Partner’s Partnership Interest, in whole or in part, without the prior written consent of all other Partners.

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

9.04 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be interpreted to best accomplish its intended purpose to the maximum extent permitted by law.

9.05 Entire Agreement
This Agreement, together with all Schedules hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

9.06 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

10. EXECUTION BLOCK

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

(Additional signature blocks for each additional Partner.)

[NOTARY ACKNOWLEDGMENT IF REQUIRED UNDER UTAH LAW]

SCHEDULE 1

Additional Partners (if any)

SCHEDULE 2

Capital Contributions and Percentage Interests

SCHEDULE 3

Buy-Out Valuation Methodology

[// GUIDANCE: Insert agreed valuation formula—e.g., multiple of trailing twelve months EBITDA, appraisal method, or fair market value determined by independent valuation.]

[// GUIDANCE:
1. Review Utah-specific statutes and regulations to confirm compliance with any recent changes to Practice Licensing Requirements, Corporate Practice Restrictions, and Fee-Splitting Rules.
2. Tailor insurance limits, non-competition scope, and buy-out methodology to the particulars of the practice.
3. Confirm whether notarization is required for enforceability in Utah.
4. Replace all bracketed placeholders before execution.
]