MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Wisconsin – Draft Template)

[// GUIDANCE: This template is intentionally comprehensive. Delete or tailor bracketed text (“[…]”) to fit the specific facts, ownership structure, and business objectives of the Practice.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Formation, Purpose, and Term
4. Capital Structure; Contributions & Distributions
5. Management and Governance
6. Representations & Warranties
7. Covenants & Restrictions
8. Allocation of Profits, Losses & Compensation
9. Liability, Indemnification & Insurance
10. Compliance with Medical Laws
11. Admission, Withdrawal & Transfer of Interests
12. Books, Records & Accounting
13. Default & Remedies
14. Dispute Resolution
15. General Provisions
16. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This Medical Practice Partnership Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and among the following individuals (each, a “Partner,” and collectively, the “Partners”), each of whom is duly licensed and in good standing to practice medicine in the State of Wisconsin:

• [PARTNER A NAME, M.D.], residing at [ADDRESS]
• [PARTNER B NAME, M.D.], residing at [ADDRESS]
• [ADDITIONAL PARTNERS, IF ANY]

1.2 Recitals

WHEREAS, the Partners desire to associate as a partnership for the purpose of engaging in the private practice of medicine under the name [PRACTICE NAME] (the “Practice”); and
WHEREAS, the Partners wish to set forth their respective rights, duties, and obligations with respect to the Partnership and the Practice;

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

2. DEFINITIONS

Unless otherwise indicated, capitalized terms have the meanings set forth below. References to Sections are to Sections of this Agreement.

“Adjusted Capital Account” – The balance of a Partner’s Capital Account as adjusted pursuant to Section 4.4.
“Affiliate” – Any entity directly or indirectly controlling, controlled by, or under common control with a Partner.
“Agreement” – This Medical Practice Partnership Agreement, as the same may be amended from time to time.
“Arbitration Rules” – The Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
“Capital Account” – The bookkeeping account maintained for each Partner pursuant to Section 4.3.
“Code” – The Internal Revenue Code of 1986, as amended.
“Effective Date” – As defined in Section 1.1.
“Event of Default” – As defined in Section 13.1.
“Indemnified Party” – As defined in Section 9.2.
“Medical Laws” – All federal, state, and local laws, rules, and regulations governing the practice of medicine in Wisconsin, including, without limitation, licensure, fee-splitting, and professional-corporation restrictions.
“Partner” or “Partners” – As defined in Section 1.1.
“Partnership” – The Wisconsin general partnership formed under this Agreement.
“Practice” – The professional medical practice conducted by the Partnership.
“Profits” and “Losses” – As determined under Section 8.1.
[Add additional defined terms as required.]

3. FORMATION, PURPOSE, AND TERM

3.1 Formation. The Partners hereby form a Wisconsin general partnership (the “Partnership”) pursuant to the Wisconsin Uniform Partnership Law and applicable Medical Laws.

3.2 Purpose. The purpose of the Partnership is to own, manage, and operate the Practice and engage in any lawful activities ancillary thereto, subject at all times to Medical Laws.

3.3 Name; Principal Office. The Practice shall operate under the name [PRACTICE NAME], with its principal office at [ADDRESS], or at such other location as the Partners may determine.

3.4 Term. The Partnership shall commence on the Effective Date and continue until dissolved in accordance with this Agreement or applicable law.

4. CAPITAL STRUCTURE; CONTRIBUTIONS & DISTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall contribute the cash, property, and/or services set forth opposite such Partner’s name on Schedule 4.1.

4.2 Additional Capital Contributions. Additional contributions shall be made only upon the unanimous written consent of the Partners.

4.3 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations § 1.704-1(b).

4.4 Adjustments. Capital Accounts shall be adjusted for contributions, distributions, and allocations of Profits and Losses.

4.5 Distributions. Subject to Section 8 and compliance with Medical Laws, cash available for distribution shall be distributed at least quarterly in proportion to each Partner’s Profit-sharing ratio.

[// GUIDANCE: Insert waterfall distribution mechanics if the Partners intend non-pro rata distributions.]

5. MANAGEMENT AND GOVERNANCE

5.1 Management Committee.
a. Composition. The Partnership shall be managed by a Management Committee (the “Committee”) consisting of [NUMBER] members elected annually by majority vote of the Partners.
b. Authority. The Committee shall have full authority to manage the Practice, except for matters reserved to the Partners under Section 5.2.

5.2 Reserved Matters. The following actions require unanimous written consent of all Partners:
i. Admission of new Partners;
ii. Merger, consolidation, or sale of substantially all Practice assets;
iii. Amendment of this Agreement;
iv. Voluntary dissolution of the Partnership.

5.3 Officers. The Committee may appoint officers (e.g., Managing Partner, Treasurer) as deemed necessary.

5.4 Meetings; Voting. Regular meetings shall occur at least quarterly. Each Partner shall have votes in proportion to his/her Profit-sharing ratio unless otherwise agreed.

6. REPRESENTATIONS & WARRANTIES

6.1 By Each Partner. Each Partner represents and warrants as of the Effective Date and on a continuing basis that:
a. Professional License. The Partner holds an unrestricted license to practice medicine in Wisconsin and is in good standing.
b. No Debarment. The Partner is not excluded from any state or federal health-care program.
c. No Conflicts. Execution and performance of this Agreement do not violate any other agreement or legal obligation of the Partner.

6.2 Survival. The representations and warranties in this Section shall survive the Partner’s withdrawal or the termination of this Agreement for a period of [TWO (2)] years.

7. COVENANTS & RESTRICTIONS

7.1 Compliance with Medical Laws. The Partners shall ensure the Practice complies with all applicable Medical Laws, including without limitation:
a. Practice Licensing Requirements;
b. Corporate Practice Restrictions prohibiting ownership or control by non-physicians;
c. Fee-Splitting Rules, which forbid sharing professional fees with non-physicians except as expressly permitted by law.

7.2 Non-Competition. During the term and for [X] miles from each Practice location for [Y] months following withdrawal, a withdrawing Partner shall not engage in a competing medical practice, except as prohibited by law. [// GUIDANCE: Wisconsin enforces reasonable physician non-competes; tailor scope and duration.]

7.3 Confidentiality. Each Partner shall maintain the confidentiality of patient information and Partnership trade secrets in compliance with HIPAA and state privacy laws.

7.4 Continuing Education. Each Partner shall complete the continuing-medical-education credits required to maintain licensure.

7.5 Notice of Adverse Events. A Partner shall promptly notify the Committee of any threatened or actual malpractice claim, licensure investigation, or disciplinary action.

8. ALLOCATION OF PROFITS, LOSSES & COMPENSATION

8.1 Profits and Losses. Profits and Losses shall be allocated among the Partners in proportion to their respective [PERCENTAGE] Profit-sharing ratios unless otherwise provided in Schedule 8.1.

8.2 Partner Compensation. Compensation for services (e.g., salary, productivity bonuses) shall be determined pursuant to the methodology set forth on Schedule 8.2.

8.3 Draws. Partners may take periodic draws against estimated year-end distributions, subject to Committee approval.

8.4 Reconciliation. Within [90] days after each fiscal year-end, the Committee shall reconcile draws and compensation against actual allocations.

9. LIABILITY, INDEMNIFICATION & INSURANCE

9.1 Malpractice Insurance. The Partnership shall maintain professional liability insurance (“Malpractice Coverage”) with minimum limits of [LIMITS] per claim/[AGGREGATE] aggregate. Each Partner shall be named as an insured.

9.2 Indemnification.
a. Partner 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, or expenses (including reasonable attorneys’ fees) arising out of or relating to the Indemnifying Partner’s (i) professional negligence or malpractice, (ii) willful misconduct, or (iii) breach of this Agreement.
b. Procedure. The Indemnified Party shall provide prompt written notice of any claim and reasonable cooperation.

9.3 Limitation of Liability. Except for willful misconduct or fraud, the liability of any Partner to the Partnership or the other Partners for malpractice claims shall not exceed the lesser of:
i. the limits of Malpractice Coverage maintained under Section 9.1; or
ii. [$ AMOUNT].

[// GUIDANCE: Wisconsin law prohibits advance limitation of malpractice liability to patients; this clause only limits inter-partner liability.]

9.4 Exculpation. No Partner shall be liable to the Partnership for any act or omission in good-faith reliance on professional or legal advice.

10. COMPLIANCE WITH MEDICAL LAWS

10.1 Licensing. The Partnership shall file all registrations and renewals necessary to operate a medical practice in Wisconsin.

10.2 Billing & Fee-Splitting. All billing shall comply with state and federal law. No Partner shall cause the Practice to share fees with any person or entity not permitted under Wisconsin fee-splitting rules.

10.3 Corporate Practice Restrictions. Ownership and governance rights in the Partnership shall be limited to individuals holding Wisconsin medical licenses, except as otherwise permitted by law.

10.4 Regulatory Changes. The Partners shall confer promptly to amend this Agreement to comply with any change in Medical Laws.

11. ADMISSION, WITHDRAWAL & TRANSFER OF INTERESTS

11.1 Admission of New Partners. A new Partner may be admitted only upon (a) unanimous written consent of the existing Partners, and (b) execution of a joinder agreement agreeing to be bound by this Agreement.

11.2 Withdrawal. A Partner may withdraw upon [90] days’ prior written notice, subject to completion of patient care and hand-off obligations.

11.3 Mandatory Withdrawal. A Partner shall be deemed withdrawn upon revocation, suspension, or lapse of his or her Wisconsin medical license.

11.4 Transfer Restrictions. No Partner may assign, pledge, or otherwise transfer his or her Partnership interest except as expressly permitted herein. Any unauthorized transfer is void.

12. BOOKS, RECORDS & ACCOUNTING

12.1 Fiscal Year. The fiscal year of the Partnership shall end on [MONTH DAY] each year.

12.2 Books and Records. Complete and accurate books of account shall be kept at the principal office and made available to any Partner during business hours.

12.3 Tax Matters. The Partnership shall file such federal and state tax returns as required. [PARTNER NAME] is designated as the Partnership Representative under Code § 6223.

12.4 Audits. The Partnership’s financial statements shall be reviewed or audited annually by an independent certified public accountant if requested by Partners holding at least [30 %] of Profit-sharing interests.

13. DEFAULT & REMEDIES

13.1 Events of Default. An “Event of Default” occurs if a Partner:
a. Fails to pay required capital contributions within [30] days after notice;
b. Commits professional misconduct resulting in disciplinary action;
c. Is convicted of a felony;
d. Materially breaches this Agreement and fails to cure within [30] days after notice.

13.2 Remedies. Upon an Event of Default, the non-defaulting Partners may:
i. Suspend the defaulting Partner’s voting rights;
ii. Require the defaulting Partner to withdraw and redeem his/her interest at fair market value less damages;
iii. Seek injunctive relief; and/or
iv. Pursue any other remedies available at law or in equity.

13.3 Attorneys’ Fees. The prevailing party in any enforcement action shall recover reasonable attorneys’ fees and costs.

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict-of-laws principles.

14.2 Forum Selection. Subject to the arbitration provisions below, any litigation arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], Wisconsin.

14.3 Arbitration.
a. Scope. Except for claims seeking injunctive relief or involving amounts in controversy of less than [$25,000] (small-claims jurisdiction), all disputes shall be resolved by confidential, binding arbitration administered by the AAA in [CITY], Wisconsin under the Arbitration Rules.
b. Arbitrators. The tribunal shall consist of [one/three] arbitrator(s) with significant health-care law experience.
c. Award. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Injunctive Relief. Notwithstanding Section 14.3, any party may seek temporary, preliminary, or permanent injunctive relief in state court to protect patient welfare, confidential information, or to enforce restrictive covenants.

14.5 Jury Trial Waiver. [IF APPLICABLE – OPTIONAL] EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LITIGATION PERMITTED UNDER THIS AGREEMENT.

15. GENERAL PROVISIONS

15.1 Amendment. This Agreement may be amended only by a written instrument signed by all Partners.

15.2 Waiver. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

15.3 Assignment. Except as expressly permitted, no Partner may assign rights or delegate obligations under this Agreement without unanimous Partner consent.

15.4 Successors and Assigns. This Agreement shall bind and inure to the benefit of the Partners and their permitted successors and assigns.

15.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

15.6 Entire Agreement. This Agreement (including all Schedules) constitutes the entire understanding among the Partners and supersedes all prior agreements.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures delivered electronically shall be deemed original signatures.

15.8 Notices. All notices shall be in writing and delivered (i) in person, (ii) by certified mail, return receipt requested, or (iii) by nationally recognized overnight courier to the addresses set forth on Schedule 15.8, or as a Partner may later designate in writing.

16. EXECUTION BLOCK

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

[NOTARY BLOCK – optional under Wisconsin law]

SCHEDULES (attach as needed)

• Schedule 4.1 – Initial Capital Contributions
• Schedule 8.1 – Profit-Sharing Ratios
• Schedule 8.2 – Compensation Methodology
• Schedule 15.8 – Notice Addresses

[// GUIDANCE: Add disclosure schedules for liabilities, pending litigation, or real property if relevant.]

END OF DOCUMENT