Medical Practice Partnership Agreement

MEDICAL PRACTICE PARTNERSHIP AGREEMENT

(Wyoming – Court-Ready Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions (including Wyoming Non-Compete Limits)
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] (the "Effective Date") by and among [FULL LEGAL NAME OF PARTNER A, M.D.], [FULL LEGAL NAME OF PARTNER B, M.D.], and any other Persons admitted as Partners pursuant hereto (each, a "Partner" and collectively, the "Partners").

RECITALS

A. Each Partner is a physician duly licensed to practice medicine in Wyoming under the Wyoming Medical Practice Act, Wyo. Stat. Ann. § 33-26-101 et seq.

B. The Partners desire to associate as a partnership (or, alternatively, as a professional corporation under Wyo. Stat. Ann. § 17-3-101 et seq., or a professional LLC under the Wyoming LLC Act, Wyo. Stat. Ann. § 17-29-1101 et seq.) for the purpose of jointly practicing medicine.

C. Wyoming applies a corporate-practice-of-medicine ("CPOM") principle: only individuals duly licensed under the Wyoming Medical Practice Act may practice medicine, and ownership/control of medical practices is restricted to licensed physicians (subject to limited exceptions for hospitals and similar licensed entities). Accordingly, no non-physician shall hold an ownership, voting, or fee-splitting interest in the medical practice except as expressly permitted by Wyoming law.

D. The Partners intend that this Agreement comply with all applicable Wyoming and federal laws, including the Wyoming Medical Practice Act, the Wyoming Professional Corporation Act, the Wyoming LLC Act, federal Stark Law (42 U.S.C. § 1395nn), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), and HIPAA.

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

2. DEFINITIONS

"Act" – The Wyoming Uniform Partnership Act, Wyo. Stat. Ann. § 17-21-101 et seq. (or, if the Partners elect to form as a PC or PLLC, the applicable Wyoming Professional Corporation Act or Wyoming LLC Act provisions).

"Capital Account" – The capital account maintained for each Partner consistent with Treas. Reg. § 1.704-1(b)(2)(iv).

"Fee-Splitting" – Any division of professional fees with a non-licensee, which is prohibited as unprofessional conduct under Wyo. Stat. Ann. § 33-26-402 (Wyoming Board of Medicine grounds for discipline).

"Partnership" – The Wyoming partnership formed under this Agreement.

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

"Wyoming Non-Compete Statute" – Wyo. Stat. Ann. § 1-23-108 (enacted by 2025 Wyoming Senate File 107, effective July 1, 2025), restricting covenants not to compete generally and voiding physician non-competes in employment, partnership, and corporate agreements entered into on or after July 1, 2025.

3. OPERATIVE PROVISIONS

3.1 Formation, Name, Purpose & Term

a. Name. The Partnership shall do business as "[PRACTICE NAME]" (the "Practice").
b. Principal Office. [STREET, CITY, WY ZIP].
c. Purpose. Exclusively the lawful practice of medicine and ancillary activities permitted to physician-owned practices under Wyoming law.
d. Term. Commences on the Effective Date and continues until dissolved under Section 6 or the Wyoming Uniform Partnership Act.

3.2 Capital Contributions

Each Partner shall contribute capital as set forth in Schedule A. Additional capital calls require [unanimous / supermajority] Partner approval.

3.3 Allocations & Distributions

Profits and losses shall be allocated [pro rata / per Schedule B]. Cash distributions shall be made [monthly / quarterly] subject to working capital reserves.

3.4 Management & Voting

a. Equal Vote (default). Each Partner has one (1) vote on ordinary matters.
b. Reserved Matters. Admission of new Partners, sale of assets, amendment of this Agreement, dissolution, and incurrence of debt in excess of [$AMOUNT] require unanimous consent.
c. Managing Partner. [NAME] shall serve as Managing Partner, subject to removal by majority Partner vote.

3.5 Practice Licensing & Regulatory Compliance

a. Each Partner shall maintain an active, unrestricted Wyoming medical license and DEA registration as applicable.
b. The Practice shall comply with Wyo. Stat. Ann. § 33-26-101 et seq., Wyoming Board of Medicine rules, HIPAA, Stark, Anti-Kickback Statute, and 42 C.F.R. Part 2 where applicable.
c. CPOM Compliance. Only licensed physicians may own a membership interest, exercise voting rights, or share in professional fees, consistent with Wyoming's licensure framework and Wyo. Stat. Ann. § 17-3-101 et seq. (Professional Corporation Act, if formed as a PC) or Wyo. Stat. Ann. § 17-29-1101 et seq. (PLLC, if formed as an LLC).

3.6 Compensation Methodology; Fee-Splitting Safeguards

a. Partner compensation shall be determined under Schedule B and shall be structured to avoid prohibited fee-splitting under Wyo. Stat. Ann. § 33-26-402 (Wyoming Board of Medicine grounds for discipline, including unprofessional conduct).
b. No portion of professional fees shall be paid to any non-licensee except for bona fide employment compensation or reasonable fair-market-value administrative services consistent with Stark Law and the Anti-Kickback Statute.

3.7 Books, Records & Accounting

The Partnership shall maintain books on the [cash / accrual] basis. Each Partner shall have full access during normal business hours.

3.8 Banking & Spending Authority

[Single / dual] signature required for checks above [$AMOUNT].

3.9 Partner Duties; Outside Activities

Partners shall devote full professional time to the Practice except as expressly permitted in Schedule C (outside activities).

3.10 Admission, Withdrawal & Buy-Sell

a. Admission. Requires unanimous consent.
b. Voluntary Withdrawal. Requires [90/180] days' written notice.
c. Mandatory Withdrawal. Loss of Wyoming medical license, death, disability exceeding [12] months, or felony conviction.
d. Buy-Out Price. Determined by Schedule D (book value, appraisal, or formula).

4. REPRESENTATIONS & WARRANTIES

Each Partner represents and warrants:
a. Active, unrestricted Wyoming medical license; no pending Board investigation, suspension, or restriction.
b. No exclusion or debarment from Medicare, Medicaid, or other federal health programs.
c. Authority to enter this Agreement, free of conflicting non-competes, employment, or restrictive covenants (subject to Section 5.4).
d. Maintenance of professional liability insurance meeting minimum requirements in Section 7.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Partners shall not disclose Confidential Information of the Practice except as required by law.

5.2 Non-Solicitation of Employees

For [12] months following withdrawal, a Partner shall not solicit employees of the Practice for employment elsewhere. This restriction is intended to protect trade secrets and confidential personnel information and is expressly preserved as an "employee non-solicitation" provision distinct from a covenant not to compete.

5.3 Trade Secrets

Each Partner shall protect Practice trade secrets and Confidential Information, with such protection expressly preserved under the trade-secret exception to Wyo. Stat. Ann. § 1-23-108(b) (2025 SF 107).

5.4 Non-Competition – Wyoming Statutory Restriction

OPTION A – Pre-July 1, 2025 Partnerships (or successor agreements that do not constitute a new contract). For agreements entered into BEFORE July 1, 2025, a physician non-compete may be enforceable if reasonable in geographic scope and duration under the Wyoming common-law rule of reason as articulated in Hopper v. All Pet Animal Clinic, Inc., 861 P.2d 531 (Wyo. 1993), and Tench v. Weaver, 374 P.2d 27 (Wyo. 1962). NOTE: Wyoming abolished the blue-pencil/judicial-reformation doctrine in Hassler v. Circle C Resources, 2022 WY 28 (Wyo. 2022) — an unreasonable covenant is void in its entirety. Draft conservatively.

Upon withdrawal, the withdrawing Partner shall not, for a period of [12] months within a radius of [10] miles of the Practice's principal office, engage in the practice of medicine in direct competition with the Practice. This restriction shall not apply if Wyo. Stat. Ann. § 1-23-108 (2025 SF 107) renders it void.

OPTION B – Post-July 1, 2025 Partnerships (REQUIRED). Pursuant to Wyo. Stat. Ann. § 1-23-108 (2025 SF 107), any covenant restricting a Partner's right to practice medicine upon withdrawal, termination, or dissolution is void. The Partners expressly omit any physician non-compete. The trade-secret protection (Section 5.3) and employee non-solicitation (Section 5.2) remain in force as separate restrictions expressly permitted by the statute.

Patient Notification — Rare Disorders. Upon a Partner's withdrawal, the withdrawing Partner shall be permitted to inform patients with rare disorders of the Partner's new practice location and contact information, consistent with Wyo. Stat. Ann. § 1-23-108.

5.5 Sale-of-Business Covenant (Exception Preserved)

In the event of a sale of a Partner's entire interest under Section 3.10, the selling Partner may agree to a sale-of-business non-compete consistent with the express exception in Wyo. Stat. Ann. § 1-23-108, subject to Hopper reasonableness review.

6. DEFAULT & REMEDIES

6.1 Events of Default. Material breach, loss of license, exclusion from federal health programs, insolvency, or willful misconduct.

6.2 Notice & Cure. [30] days' written notice; defaults curable in fact must be cured within the notice period.

6.3 Remedies. Forced buy-out at [discounted formula price], injunctive relief for breach of confidentiality and trade-secret obligations, and damages.

7. RISK ALLOCATION

7.1 Malpractice Indemnity. Each Partner indemnifies the Partnership and other Partners for malpractice arising from the indemnifying Partner's own professional services, except for claims arising from joint or supervisory conduct.

7.2 Insurance. Each Partner shall maintain professional liability insurance with minimum limits of [$1,000,000 per occurrence / $3,000,000 aggregate] and shall purchase tail coverage upon withdrawal.

7.3 Limitation of Liability. Nothing herein limits any Partner's liability for professional malpractice. Wyoming does not cap non-economic damages (Wyo. Const. art. 10, § 4).

7.4 Force Majeure. Standard force-majeure relief for events beyond the Partnership's control.

8. DISPUTE RESOLUTION

8.1 Governing Law. Wyoming law governs without regard to conflicts principles.

8.2 Mandatory Mediation. Disputes shall first be submitted to non-binding mediation in [COUNTY], Wyoming.

8.3 Arbitration (Preferred). Unresolved disputes shall be submitted to binding arbitration in [COUNTY], Wyoming under the Wyoming Uniform Arbitration Act, Wyo. Stat. Ann. § 1-36-101 et seq., administered by [AAA / JAMS]. NOTE: Wyoming courts will not blue-pencil unreasonable contract terms (Hassler), so the arbitrator likewise lacks authority to rewrite an unenforceable covenant (Skaf v. Wyoming Cardiopulmonary Servs., P.C., 2021 WY 105).

8.4 Jury Trial Waiver. If arbitration is not invoked, the Partners [☐ waive / ☐ preserve] their right to jury trial.

8.5 Injunctive Relief. Equitable relief is available for breach of Sections 5.1–5.3.

9. GENERAL PROVISIONS

9.1 Amendments require unanimous written consent.
9.2 No assignment of Partnership interest without unanimous consent.
9.3 Severability — invalid provisions are stricken; consistent with Hassler, courts will not reform covenants.
9.4 Notices in writing to the addresses on Schedule E.
9.5 Counterparts and electronic signatures permitted under Wyo. Stat. Ann. § 40-21-101 et seq.
9.6 Integration — this Agreement and Schedules constitute the entire agreement.

10. EXECUTION BLOCK

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

SCHEDULE A – Capital Contributions

[List initial contributions by Partner.]

SCHEDULE B – Compensation & Allocation Formula

[Describe productivity-based or equal-share methodology; ensure compliance with Stark, Anti-Kickback, and Wyo. Stat. Ann. § 33-26-402 fee-splitting rules.]

SCHEDULE C – Permitted Outside Activities

[List permitted academic, locum, expert-witness, or consulting activities.]

SCHEDULE D – Buy-Out Formula

[Specify book value, appraisal, or formula; include treatment of goodwill, accounts receivable, and tail coverage.]

SCHEDULE E – Notice Addresses

[List each Partner's address for notices.]

SOURCES AND REFERENCES

• Wyoming Medical Practice Act, Wyo. Stat. Ann. § 33-26-101 et seq.
• Wyo. Stat. Ann. § 33-26-402 (grounds for discipline)
• Wyoming Professional Corporation Act, Wyo. Stat. Ann. § 17-3-101 et seq.
• Wyoming LLC Act, Wyo. Stat. Ann. § 17-29-1101 et seq.
• Wyoming Uniform Partnership Act, Wyo. Stat. Ann. § 17-21-101 et seq.
• Wyo. Stat. Ann. § 1-23-108 (2025 SF 107 – noncompete reform, effective July 1, 2025)
• Hopper v. All Pet Animal Clinic, Inc., 861 P.2d 531 (Wyo. 1993)
• Tench v. Weaver, 374 P.2d 27 (Wyo. 1962)
• Skaf v. Wyoming Cardiopulmonary Servs., P.C., 2021 WY 105 (Wyo. 2021)
• Hassler v. Circle C Resources, 2022 WY 28 (Wyo. 2022) (abolishing blue-pencil)
• Wyo. Const. art. 10, § 4 (no cap on personal injury damages)