Clinical Associate Agreement Full Time

JOHNS HOPKINS UNIVERSITY

CLINICAL ASSOCIATE AGREEMENT—FULL TIME

THIS AGREEMENT (the “Agreement”) is made by and between THE JOHNS HOPKINS UNIVERSITY (“JHU”) and ______, M.D. (“Physician”), an individual whose address is ______.

WHEREAS, JHU desires to employ Physician in order to provide patient care and administrative services to the patients of JHU and Physician desires to provide such services upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements contained herein, JHU and Physician hereby agree as follows:

1. SERVICES TO BE PERFORMED BY PHYSICIAN.

1.1 Employment. JHU hereby offers and Physician hereby accepts, conditional upon satisfactory completion of all the contingencies listed below, employment for the period and upon the terms and conditions set forth herein.

Physician will be a Clinical Associate and a member of JHU’s Senior Staff and shall be subject to all applicable JHU policies, including JHU Human Resources Policies, except to the extent specifically modified herein. This Agreement supercedes all prior agreements between Physician and JHU, if any.

Physician shall commence employment hereunder on the later of [______Date______] or the date on which the last of the contingencies below has been satisfied. (“Start Date”):

1.1.1 Satisfactory criminal background check; 1.1.2 Satisfactory pre-employment health assessment; 1.1.3 For all non-U.S. Citizens who do not have permanent resident status, obtaining appropriate visa status that is effective for the entire duration of this Agreement; 1.1.4 Completion of I-9 and demonstration of authorization to be employed in the United States; 1.1.5 Completion of the credentialing process, which includes being Board certified and licensed to practice medicine and prescribe all pharmaceuticals in Maryland; 1.1.6 Appointment as an active member with full privileges on the medical staffs of The Johns Hopkins Hospital (“JHH”), Johns Hopkins Bayview Medical Center (“JHBMC”) and/or Johns Hopkins Community Physicians (“JHCP”), and the facilities identified in Section 2.2 below; 1.1.7 Current registration with the Federal Drug Enforcement Administration, the Maryland State Division of Drug Control, and other applicable state agencies; 1.1.8 Demonstration of eligibility to participate as a provider and participating physician in

Clinical Associate Agreement Full-Time/Maryland Medicare, Medicaid, and each of the managed care arrangements offered by JHU and any of its affiliates or in which JHU or any of its affiliates participates;

1.2 Professional Services.

1.2.1 Medical Services. Physician shall provide physician services in his/her specialty to JHU patients. Physician shall provide services to Patients of JHU in a competent, full and complete manner consistent with the quality of care of prevailing medical practice. The performance of such services shall be in accordance with applicable federal, State and local laws, rules, regulations and ethical standards, generally accepted professional standards for such services, and all applicable JHU policies, practices, standards and procedures as the same may be amended from time to time (“JHU Policies”). In providing physician services, Physician shall exercise independent medical judgment consistent with approved methods and practices in Physician’s specialty and in the best interest of the patients. All such services will be provided at ______, and JHU agrees not to change the location without prior written notice to and consent from Physician, which consent shall not be unreasonably withheld.

1.2.2 Medical Records. Physician shall complete medical records attendant to his/her performance of direct patient care, including but not limited to, the timely and accurate of preparation of billing forms, patient notes detailing services provided and billed, and other documentation required by JHU. The ownership and right of control of all patient records and supporting documents shall vest exclusively in JHU; provided, however, that Physician shall have such right of access to such reports, records and supporting documentation as shall be provided by State law and JHU policies, and as necessary to perform Physician’s duties under this Agreement. After termination of Physician’s employment, he/she will not be entitled to retain records or charts of JHU’s patients unless the patient specifically requests such disposition of the records in writing, in which case copies of said records shall be provided to Physician.

1.2.3 Peer Review Activity. To the extent known by Physician, Physician shall report all notices of any external professional review activity relating to services provided by Physician under this Agreement and/or external review activity which could affect Physician’s ability to provide services under this Agreement in a manner consistent with the standards established by JHU and shall promptly report any such notices of a significant nature to the Physician’s direct supervisor and the Department Administrator or Division Director, as applicable.

1.3 Administrative Services, Teaching and Research. Physician shall also provide medical direction and other administrative and management services, teaching and research reasonably requested by JHU, and provide those other services and carry out the other responsibilities which may be required by JHU of physicians employed by JHU, including but not limited to participation in medical audit activities, including utilization review and quality assurance programs as required

2 by governmental and quasi-governmental agencies or JHU.

1.4 Devotion of Time. Physician shall devote his/her entire professional efforts and attention to the performance of his/her duties hereunder in accordance with the work schedule as determined by JHU. Physician shall devote no less than forty (40) hours per week to scheduled patient care services and administrative duties pursuant to this Agreement.

1.5 Scheduling. Physician shall provide physician services on the days and at the times established by JHU from time to time, including a reasonable amount of after hours, night, weekend and holiday call coverage. In accordance with the policies established by JHU, Physician’s schedule, including but not limited to, practice hours, after hours, night, weekend and holiday call coverage will be coordinated with the other physicians and shared equitably in the practice through the Department Chairs or their designees.

1.6 Authorization for Exchange of Information. Physician authorizes JHU to obtain information from any medical review committee of a hospital or managed care plan with respect to which Physician holds privileges and to provide credentials information to medical review committees of each hospital or managed care plan with respect to which Physician has privileges.

2. QUALIFICATIONS AND COMPLIANCE STANDARDS

Throughout the Term of this Agreement, Physician shall be and remain in compliance with the following requirements and such additional reasonable professional criteria as may be required by JHU or JHU Policies:

2.1 Licensure. Physician shall at all times be qualified, professionally competent, and duly licensed to practice medicine and prescribe all pharmaceuticals in the State of Maryland and shall complete requirements for obtaining and maintaining licensure, including successful completion of required background checks. Physician shall obtain and maintain a current registration with the following, as applicable: Federal Drug Enforcement Administration, the Maryland State Division of Drug Control, and/or other applicable agencies of the State of Maryland. Physician represents that as of the Effective Date, he/she is not subject to, or threatened with any investigation, censure, probation, suspension, or other adverse action with respect to his/her medical license in any jurisdiction.

2.2 Medical Staff Memberships. Physician shall maintain membership with appropriate unrestricted privileges on the medical staff at the facilities listed on Exhibit 2.2, in compliance with each such medical staff bylaws, as amended from time to time. Physician represents that as of the Effective Date, he/she is not subject to, or threatened with any investigation, censure, probation, suspension, or other adverse action with respect to his/her medical staff privileges at any general hospital, nursing home or other medical institution.

2.3 Board Certification. Physician shall be Board certified (or eligible for certification with prompt

3 satisfaction of all necessary requirements for certification) by the ______in ______and in any relevant subspecialty in which Physician practices. There is an expectation that Board certification will be maintained. In the event Physician fails a recertification examination, Physician must become recertified within one (1) year of the expiration of his/her certification. If the Physician does not successfully recertify within this time period Physician’s employment will be subject to termination in accordance with section 5.3(1) below.

2.4 Standards of Performance. Physician shall remain in compliance with all JHU Policies and JHU administrative rules and regulations, as amended from time to time. In the course of performing professional and administrative duties provided for in this Agreement, Physician shall comply with all applicable federal, State and local laws, rules and regulations and applicable ethical standards relating to the practice of his/her profession, and with all medical staff bylaws, rules and regulations, quality assurance and risk management programs, JHU Policies, and the policies of other health care facilities where Physician practices. Physician agrees to immediately report any notice, proceeding or investigations regarding Physician’s license or compliance with applicable laws, rules, regulations or ethical standards.

2.5 Provider Status. By execution of this Agreement, Physician represents he/she is not sanctioned by or excluded from participating as a provider in either the Medicare or Medicaid programs and further agrees to notify JHU immediately in the event Physician becomes sanctioned by or excluded from the Medicare or Medicaid programs. Such notification shall include the grounds for sanction or exclusion and the duration thereof. Physician shall have and maintain throughout the term of this Agreement good standing and eligibility to participate as a provider and participating physician in Medicare, Medicaid, any successors to those programs, each of the managed care arrangements offered by JHU or any of its affiliates, and each managed care arrangement in which JHU or any of its affiliates participates (unless otherwise directed by JHU).

2.6 Risk Management Requirement. Physician shall attend regularly scheduled risk management meetings held by, or acceptable to, JHU, and acknowledges and understands that attendance at such meetings is a requirement for professional liability insurance coverage provided pursuant to this Agreement.

2.7 Fitness for Duty. JHU may reasonably request that Physician provide a letter from a JHU designated physician stating that Physician is fit to perform the essential functions contemplated under this Agreement. Physician’s employment hereunder is contingent upon satisfactory completion of a pre-employment health assessment, including TB test, and Physician’s full cooperation in completing screening for the presence of the illegal use of drugs. The tests will be scheduled by JHU shortly before the Start Date. Test results indicating the illegal use of drugs, Physician’s admission to the current illegal use of drugs, tampering with the testing or test results, or failure to complete the pre-employment testing process on the scheduled day absent a bona fide, legitimate, and documented reason for having done so, communicated by Physician to

4 JHU in advance of the scheduled pre-employment testing and drug testing procedure, will result in immediate termination of this Agreement.

2.8 Standards of Conduct. Physician will at all times respond to patients, visitors, and co-workers in a pleasant, helpful and professional manner. Physician will perform his/her duties in a way that shows patients and visitors that employees have pride in JHU, respect for all patients and each other, and work well together as members of the JHU healthcare team.

2.9 Professional Ethics and Practice. In addition to complying with the foregoing requirements, Physician agrees to perform his/her duties under this Agreement in accordance with such standards of professional ethics and practice and such administrative and quality assessment policies (including without limitation, all applicable Continuing Medical Education requirements) as may be reasonably required by JHU or as may from time to time be adopted or promulgated by any regulatory or professional standards body with jurisdiction over JHU, Physician or the practice of medicine in the State of Maryland.

2.10 Malpractice Underwriting Criteria. Physician shall meet the underwriting criteria for to be carried under JHU’s malpractice insurance coverage during the Term of this Agreement.

3. FINANCIAL ARRANGEMENT

3.1 Billing and Collection.

3.1.1 Physician Billing and Collection. JHU shall bill for, collect and retain all reimbursement for professional services furnished by Physician. Without limiting the generality of the foregoing, Physician agrees that he/she will at no time make a charge to any patient or payor, including, without limitation, any Medicare or Medicaid patient or payor, or to any other person or payor with respect to professional medical services provided by Physician during the Term of this Agreement. To the extent requested by JHU, Physician also agrees to accept assignment of benefits and respect the terms thereof, for all professional services furnished to patients who are beneficiaries under the Medicare program, the Medicaid program, and any other third party payment programs designated by JHU.

3.1.2 Reassignment. Physician hereby assigns to JHU the exclusive right to bill and receive payment of all fees for all professional medical services provided by Physician pursuant to this Agreement. Physician agrees that all remuneration and accounts receivable arising from or related to Physician’s professional services are the property of JHU, and Physician agrees immediately to provide to JHU any such remuneration received by Physician. Physician agrees to take all reasonable actions requested by JHU to assist in the collection of accounts receivable for services provided by Physician. This reassignment is intended to comply with the requirements of the Medicare Carriers Manual, as well as the technical requirements of all other relevant third party payors.

5 3.1.3 Medical Records and Coding. Physician shall be responsible for cooperating in the billing and collection activities by, among other things, maintaining charts and records in accordance with applicable legal and professional standards and in accordance with JHU Policies, by providing support and explanation for billing and claims to third party payors, and by employing codes and other information to properly identify the service provided for which a bill will be prepared and rendered by JHU.

3.2 Physician Compensation. For all services rendered by Physician under this Agreement, JHU will pay Physician for each Contract Year (as defined below):

3.2.1 Base Compensation. JHU will pay Physician an annual base gross salary (the “Base Compensation”) of $______. Base Compensation will be paid in 24 equal installments on the fifteenth and last day of each month. [Alternative: JHU will pay Physician the compensation as detailed in Exhibit 3.2.]

3.2.2 Incentive Compensation. In addition to the Base Compensation, for each full Contract Year that this Agreement is in effect, JHU will pay Physician additional gross compensation (the “Incentive Compensation”) of [amount] or [formula]. [Alternative: If using Exhibit 3.2: intentionally omitted]

3.2.3 Withholding. All amounts paid to Physician by JHU will be subject to all applicable federal and state withholding and deduction requirements.

3.2.4 Relocation Expenses (if applicable). JHU shall provide Physician up to $______in moving and relocation expenses, consistent with Internal Revenue Service and JHU policies. Moving and relocation expenses shall be paid directly to the moving company or reimbursed to Physician upon submission of documentation acceptable to JHU.

3.2.5 In addition, you will be allotted up to $______per year to cover the costs of your medical license, DEA registration, hospital staff dues, pager, board expenses, professional travel, journal subscriptions, society membership and other related expenses.

3.2.6 Physician shall not seek or accept payment from Patients or from any other sources for services rendered under this Agreement.

3.3 Professional Liability Insurance. Throughout the Term, JHU shall carry professional liability insurance consistent with applicable Maryland law to provide coverage for Physician in the performance of professional services pursuant to this Agreement, provided Physician meets all established insurance requirements and criteria. The professional liability insurance provided for in this Section does not extend to professional services or other activities outside the scope of Physician’s employment with JHU. Insurance shall be in the amount deemed sufficient by JHU. JHU shall pay all premiums due upon such insurance. JHU will provide Physician at no charge

6 with “tail end” coverage following termination of this Agreement covering Physician’s performance of professional services during the term of this Agreement. Physician will notify JHU in writing, within thirty-six (36) hours of any incident which might lead to a liability claim against Physician, JHU, or any of the JHU’s affiliates, or might affect insurance coverage provided under this Agreement. Specific details regarding criteria, requirements and insurance policies are available from JHU’s Risk Management Office, and Physician is encouraged to secure this information. Physician shall, on JHU’s request, provide proof of “tail end” coverage (“Physician’s Tail Coverage”) covering Physician’s performance of professional services prior to the Effective Date.

3.4 Employee Benefits. During the Term, Physician shall be entitled to the benefits of and to participate in all insurance, retirement and other benefit programs maintained by JHU for the benefit of its Senior Staff as specified in the JHU Policies, as amended from time to time, to the extent provided in the documents governing the programs. Such benefits are based on Physician’s Base Compensation only. It is understood that nothing in this Agreement shall preclude JHU, in its sole discretion, from changing or amending, prospectively or retroactively, in whole or in part, or revoking, any one or more benefits or benefits programs or adopting new benefits without further notice.

4. RESTRICTIVE COVENANTS

4.1 Physician covenants and agrees that, during the term of this Agreement and for a period of two (2) years following the date when this Agreement expires or is terminated for any reason (other than an early termination by Physician arising solely from an uncured material breach by JHU of the material terms of this Agreement under 5.4 (1) below) (the “Restricted Period”), Physician will not own, manage, operate, control, have a financial interest in, or be employed by, affiliated with, participate in, render services to, or be connected in any manner with the ownership, management, operation or control of any hospital, medical or behavioral health services office, practice, or facility, health system or any parent, subsidiary, affiliate or successor thereof operating within the distance specified in the attached Exhibit 4.1 (a “Restricted Provider”). The proscriptions in this paragraph shall not apply to Physician to the extent that:

(i) Physician enters the United States Public Health Service or the United States Military or accepts full-time employment with an agency of the federal or a local government;

(ii) Physician’s only relationship with a Restricted Provider is his/her ownership of up to one percent (1%) of the stock or other securities of the Restricted Provider, provided that the securities of such Restricted Provider are traded on a public exchange; or

(iii) Physician accepts a full-time faculty leadership position (e.g., a division chief, chair or similar position) at an academic medical center, provided that such position does not

7 include any clinical practice activities for two (2) years after the termination or expiration of this Agreement.

This paragraph shall not preclude Physician from maintaining medical staff membership or clinical privileges with a Restricted Provider, but shall mean that Physician shall not receive any form of remuneration from any Restricted Provider for performing professional or administrative services (including, without limitation, directorship, consulting and other services).

4.2 No Solicitation of Employees. Physician agrees that any attempts to solicit, induce or otherwise encourage others to leave their employment with The Johns Hopkins University School of Medicine, The Johns Hopkins Health System Corporation, or Johns Hopkins HealthCare, LLC, and any subsidiary or affiliate of these entities (collectively, referred to as “Johns Hopkins”), or any effort by Physician to interfere with the employment of any of Johns Hopkins’ employees, would be harmful and damaging to Johns Hopkins. Accordingly, Physician agrees that, during the Restricted Period, s/he shall not solicit, induce, or otherwise encourage, directly or indirectly, any employee of Johns Hopkins to become employed by him/her or any other person or entity, to become an independent contractor to him/her or to any other person or entity, or to serve or be associated with him/her in any professional capacity whatsoever.

4.3 No Solicitation of Patients. Physician agrees that, during the Restricted Period, s/he shall not directly or indirectly solicit, for the provision of medical care, any Johns Hopkins patient or attempt to otherwise interfere with the relationship between Johns Hopkins and its patients.

4.4 Ownership of Patient Lists and Records. The parties agree that, as between Physician and JHU, and subject to the direction of patients to whom patient records relate or their lawful representatives, any and all patient lists and patient records for patients of JHU or its affiliates are owned by JHU or its affiliates, and Physician shall have no ownership right or right of access to such patient lists or records if Physician’s employment terminates. Further, neither Physician nor any corporation, partnership or other business entity or person owned or controlled by Physician, shall at any time disclose, directly or indirectly, to anyone (other than a director, officer, employee or other authorized representative of JHU or its affiliates), without the express written authorization of JHU, any patient lists, patient files, records or information regarding pricing, operations, finances or business strategies, or any other type of proprietary or confidential information or trade secrets relating to the business of JHU or its affiliates generally, or relating specifically to any professional practice conducted by JHU or its affiliates. Physician acknowledges and agrees as a condition of employment that any and all patient lists and patient records for patients of JHU or its affiliates are owned by JHU or its affiliates, and Physician shall have no ownership right or right of access to such patient lists or records if Physician’s employment terminates.

8 4.5 Violation of Restrictive Covenants. Physician acknowledges and agrees that a violation of the covenants in this Section 4 Restrictive Covenants will cause irreparable material and adverse harm to JHU and/or its affiliates, which cannot be adequately compensated in damages, and that actual monetary damages arising from such breach may be difficult to ascertain. Therefore, in addition to any other remedies at law or in equity for such breach, Physician agrees that JHU in its sole discretion shall have the right to seek an injunction enjoining Physician’s breach of such covenant(s) without the necessity of posting a bond or other undertaking. Physician acknowledges and agrees that Physician has read and understands this Agreement and that Physician has had the opportunity to review this Agreement with his/her advisor(s) prior to execution. Physician agrees that the covenants contained in this Section 4 Restrictive Covenants are reasonable and necessary to protect the legitimate business and property interests of JHU and its affiliates. If any provision in this Section 4 Restrictive Covenants is deemed by a court to be unenforceable because of its scope in terms of territory, time or business activities, but that court determines that it may be enforceable by reducing or limiting the scope of the covenant, then the court may make the necessary reductions or limitations so that such provisions shall be enforceable to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which such court sits. The covenants contained in this Section 4 Restrictive Covenants are essential to this Agreement and shall be construed as independent of any other provision in this Agreement. The existence of any claim or cause of action which Physician has or may have against JHU, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by JHU of such covenants.

4.6 No Changes in Restrictive Covenants on Renewal, etc. The provisions in this Section 4 Restrictive Covenants shall not be deemed to be amended, modified, or rescinded by any promotion or renewal of Physician’s employment unless such amendment, modification or rescission specifically so states and is agreed to in writing by Physician and JHU.

4.7 Rights of Johns Hopkins Affiliates. All affiliates of JHU shall be considered to be third party beneficiaries of the above provisions with an independent right to enforce the terms of this provision directly against Physician.

4.8 Necessity of Approval of the Dean for any Waiver of Restrictive Covenants. JHU reserves the right to waive, after termination of the Physician’s employment, the enforcement of any of the terms of this restrictive covenant on the recommendation of the Department Director or the President of Johns Hopkins Community Physicians, as applicable, and the written concurrence of the Dean and CEO of Johns Hopkins Medicine. JHU's decision to waive enforcement of the terms of this restrictive covenant with regard to any individual employee or member of the full time Johns Hopkins faculty shall not be considered to have precedential value or effect or to bind the JHU to a like course of action in any subsequent requests for a waiver.

5. TERM AND TERMINATION 9 5.1 Term. The term of this Agreement shall commence on the Start Date and shall continue for ______year(s) from the Start Date, subject to the termination provisions set forth herein. Thereafter, this Agreement shall be renewed for additional terms of one year each, unless either party elects not to renew by providing written notice to the other no less than ninety (90) days prior to the expiration of the then current term. Each twelve (12) month period, beginning on the Start Date and each anniversary of the Start Date that this Agreement is in effect shall be referred to as a “Contract Year.”

5.2 Termination. This Agreement may be terminated under any of the following circumstances.

5.2.1 Termination by Agreement. If JHU and Physician mutually agree in writing, this Agreement may be terminated according to the terms and dates stipulated herein.

5.2.2 Immediate and Automatic Termination by JHU. JHU may terminate this Agreement immediately upon written notice for any of the following reasons: (1) death of the Physician; (2) Physician’s license to practice medicine in the State of Maryland or Physician’s Federal DEA or State CDS registrations are denied, revoked, suspended, reduced or voluntarily relinquished, or if Physician is otherwise sanctioned by a State board of medicine; (3) Physician’s being judicially declared incompetent; (4) the determination by a duly licensed physician designated by JHU and reasonably acceptable to Physician that Physician, despite reasonable accommodation by JHU, is unable to perform his/her duties hereunder for a period of ninety (90) or more consecutive calendar days (provided that any termination of this Agreement due to Physician’s disability shall not affect Physician’s right to disability insurance coverage pursuant to any such insurance policy(ies) covering Physician at the time of such termination); (5) Physician’s failure to submit to an examination by a physician designated by JHU at JHU’s request to determine Physician’s fitness to practice medicine; (6) Physician’s fraud, misappropriation, embezzlement, conviction for the commission of any felony or any crime involving moral turpitude, or conviction of any offense (other than minor traffic violations) that adversely affects Physician’s ability to practice; (7) Physician’s suspension of termination from participation in the Medicare or Medicaid programs; (8) if Physician’s medical staff privileges at JHH or any facility identified in Exhibit 2.2 which Physician is required to maintain under this Agreement are denied, revoked, suspended, reduced or voluntarily relinquished; (9) Physician is expelled, suspended, or otherwise disciplined by final action of any health profession organization as the result of Physician’s misconduct or incompetence; (10) Physician resigns from any professional organization under the threat of disciplinary action; (11) Physician’s clinical privileges at any hospital or health care institution other than a facility identified in Exhibit 2.2 are denied, revoked or suspended for a period greater than one (1) month for reasons other than failure to complete required medical records documentation; (12) Physician resigns from the medical staff of any hospital or health care institution or fails to apply for renewal of privileges under threat of disciplinary action; (13) Physician becomes

10 uninsurable under JHU’s professional liability insurance policies or is not insurable at reasonable cost; (14) Upon or after the occurrence of any act of moral turpitude by Physician that could result in criminal charges.

5.3 Termination by JHU After Notice. JHU may terminate this Agreement (1) upon thirty (30) days prior written notice to Physician if Physician materially breaches any material provision of this Agreement and fails to cure such breach within such thirty (30) day period; (2) at any time on one hundred twenty (120) days prior written notice; or (3) on written notice to Physician of nonrenewal given no less than ninety (90) days prior to the expiration of the then current term of this Agreement.

5.4 Termination by Physician Upon Written Notice. Physician may terminate this Agreement (1) upon thirty (30) days prior written notice to JHU if JHU materially breaches any material provision of this Agreement and fails to cure such breach within such thirty (30) day period; or (2) at any time on providing at least six (6) months written notice thereof. JHU shall have the option to grant Physician leave with pay for a period not to exceed the applicable notice period had JHU provided such notice or to require Physician to work through the date of termination. Failure of Physician to give six (6) months advance written notice will result in forfeiture of accrued vacation pay.

5.5 Termination by JHU Based on Changes in the Law. JHU may terminate this Agreement upon written notice to Physician if JHU determines that one or more provisions of this Agreement (1) may jeopardize the tax-exempt status of any of JHU’s tax-exempt affiliates; (2) may jeopardize JHU’s or any of its affiliate’s participation in or payments under Medicare, Medicaid, any successors to those programs, or any other payor arrangement; or (3) may subject JHU, or any of its affiliates, or any of their respective directors, officer, or Physicians to any sanction(s) for failure to comply with any Internal Revenue Service requirement or other governmental or regulatory requirement(s) applicable to such entity or individual.

5.6 Liquidated Damages. The damages to JHU as a result of Physician’s breach of this Agreement due to failure to give proper notice of intent not to renew or to terminate this Agreement, while significant, may be difficult to determine. Accordingly, it is agreed that the amount of liquidated damages will be in the amount of Physician’s salary, plus the value of fringe benefits as described in this Agreement at the date of such termination, for the period between Physician’s last day of employment and the effective date of employment of a suitable replacement hired by JHU, but not exceeding sixty (60) days.

5.7 Effect of Termination. Upon termination of this Agreement: (1) Physician’s salary shall cease as of the termination date; (2) Physician’s participation in JHU’s fringe benefit plans shall cease as of the termination date (subject to any post-termination benefits); and (3) JHU shall pay to Physician, or his/her estate, all employment compensation earned by Physician which has not been paid as of the date of termination. Upon termination of this Agreement for any reasons (other than a termination by JHU pursuant to Section 5.5 (Termination by JHU Based on Change

11 in Law)), Physician shall voluntarily relinquish his/her medical staff privileges on the medical staff of The Johns Hopkins Hospital (and Physician agrees to take all steps deemed necessary by JHU, if any to immediately effectuate such voluntary relinquishment); and (ii) Physician shall not solicit any patient of JHU to become a patient of Physician.

5.8 Survival. Except as otherwise provided herein, the provisions of Sections 1.2.2, 3.1.1, 3.1.3, and Section 4, Section 5 and Sections 6.1, 6.3 shall survive the expiration or termination of this Agreement.

6. MISCELLANEOUS

6.1 Nondisclosure. Neither Physician nor any corporation, partnership or other business entity or person owned or controlled by Physician, either directly or indirectly, shall at any time disclose, directly or indirectly, to anyone other than a director, officer, employee or other authorized representative of JHU or its affiliates, without the express written authorization of JHU, any patient information, patient lists, patient files or records, pricing or business strategies, or any other type of confidential information, proprietary data or trade secrets relating to the business, generally, or relating specifically to any medical practice conducted by JHU or its affiliates or any financial or other information about JHU or its affiliates, not in the public domain (“Confidential Information”). The provisions of this Section 4.2 shall not apply to Physician’s conduct in the regular course of providing services pursuant to this Agreement and in accordance with applicable law. All Confidential Information which Physician prepares, creates, conceives, discovers, uses, possesses, acquires, receives, obtains, or otherwise comes into contact with or becomes aware of in the course of, as a result of or arising from his/her employment by JHU, will be and shall remain the sole property of JHU or its affiliates, as applicable. Upon termination or expiration of this Agreement, Physician shall promptly deliver to JHU all, and not retain possession of any, Confidential Information which Physician has in his/her possession, custody or control.

6.2 Prior Agreements. Physician represents to JHU (i) that there are no restrictions, agreements or understandings whatsoever to which Physician is a party which would prevent or make unlawful his/her execution of this Agreement or his/her employment hereunder, (ii) that his execution of this Agreement and his employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which he/she is a party or by which he/she is bound and (iii) that he/she is free and able to execute this Agreement and to enter into employment by JHU.

6.3 Construction and Jurisdiction. This Agreement shall be governed by the laws of the State of Maryland (excepting any conflict of laws or provisions which would serve to defeat application of Maryland substantive law). Each of the parties to this Agreement hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the courts sitting in the city of Baltimore Maryland for any proceeding arising in connection with this Agreement and each such party agrees not to commence any such proceeding except in such courts, and (ii)

12 waives any objection to the laying of venue of any such proceeding in the courts of the City of Baltimore, Maryland. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, ITS SUCCESSSORS AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY WAY THERETO.

6.4 Paragraph Headings. Paragraph headings are used in this Agreement for convenience only. Such paragraph headings shall not be used to construe, limit, define or interpret any term or provision of this Agreement and are intended solely for convenience of reference.

6.5 Entire Agreement. This Agreement represents the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations, understanding and agreements between the parties, whether oral or written regarding the subject matter hereof.

6.6 Modification. This Agreement may not be modified except by written agreement executed by JHU and Physician; provided that if JHU deems modification necessary to comply with IRS requirements, federal or state law governing hospital/physician relationships (such as the Medicare/Medicaid Anti-Kickback Amendment [42 U.S.C. §§ 1320a7b]), or other applicable laws, JHU may modify this Agreement to the extent necessary to comply with applicable law.

6.7 Severability. If any provision, clause, or condition of this Agreement is held by any court of competent jurisdiction to be void, invalid, inoperative or otherwise unenforceable, such defect shall not affect any other provision, clause or condition, and the remainder of this Agreement shall be effective as though such defective provision, clause or condition had not been a part of this Agreement; provided, however, that the parties shall exercise their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of law, and, in the event that a party in good faith believes that such superseding by law or of court decree deprives that party wholly or to a substantial extent of the benefit of the bargain anticipated by this Agreement, such party may give to the other party notice of intent to amend this Agreement in order to achieve the least burdensome alternative for the parties but which still renders this Agreement in compliance with any such law or decree and alleviates such adverse legal or financial consequences. If this Agreement is not so amended in writing within thirty (30) business days after said notice is given, this Agreement shall terminate as of midnight of the 30th business day after said notice is given.

6.8 Notices. All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed duly to have been given if personally delivered to the other party or if sent by the United States Postal Service certified mail, return receipt requested, postage prepaid, or by Federal Express, United Parcel Service or other nationally recognized overnight carriers. All notices or communications between JHU and Physician pertaining to this Agreement shall be addressed as follows:

13 To JHU: [[xx]]

With a copy to: The Johns Hopkins University School of Medicine Office of Billing Quality Assurance Reed Hall 220 1620 McElderry Street Baltimore, Maryland 21205

To Physician: [[xx]]

6.9 Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of JHU and its successors and assigns and shall be binding upon Physician, his heirs and legal representatives.

6.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement. The exchange of a fully executed Agreement by fax or PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

6.11 Assignment. This Agreement and Physician’s rights and obligations hereunder may not be assigned by Physician nor may any duties to be performed be delegated or subcontracted. This Agreement and JHU’s rights and obligations hereunder may be assigned and delegated, from time to time, by JHU to any affiliate or subsidiary of JHU.

6.12 Waiver of Breach. No waiver by either party hereto of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a prior, continuing, or further waiver of such condition or provision or a waiver of any other provision or condition at the time or at any prior or subsequent time.

6.13 Gender. Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender.

SIGNATURES APPEAR NEXT PAGE

14 IN WITNESS WHEREOF, JHU and Physician have executed this Agreement effective the date first above written.

WITNESS THE JOHNS HOPKINS UNIVERSITY

______By:______Paul B. Rothman, M.D. Vice President of Medicine and Dean of the Medical Faculty

______Physician Signature

______Name ______Social Security Number ______Address ______

15 EXHIBIT 2.2

[Facilities at which Physician will maintain privileges]

16 EXHIBIT 3.2

Compensation

Base Compensation

Incentive Compensation]

Guaranteed

At risk

17 EXHIBIT 4.1

TERMS OF JHM NON-COMPETE FOR PHYSICIANS

Department Distance1 Distance1 Term of non-compete

All JHM locations Howard County (exc. Howard County) only

I. Primary Care2 10 miles 20 miles 2 years

II. Specialty A 3 10 miles 20 miles 2 years

III. Specialty B 4 20 miles 20 miles 2 years

IV. Specialty C 5 50 miles 50 miles 2 years

V. “Notice“ Departments6 10 miles 10 miles 2 years

Definitions:

1Distance is miles from any location where the physician has practiced at least 20 % of the time in the 12 months prior to termination.

2Primary Care applies to Family Medicine, Geriatrics, General Internal Medicine, General OB-GYN, Infectious Diseases, and Pediatrics.

3Specialty A applies to Allergy/Immunology, Cardiology, Dermatology, Endocrinology, Gastroenterology, Hematology, Hepatology, Interventional Radiology, Medical Oncology, Nephrology, Neurology, OB –GYN (excluding General OB- GYN), Ophthalmology, Orthopedic Surgery, Otolaryngology, Pain Medicine, Palliative Care, Plastic and Reconstructive Surgery, Pulmonology, Rehabilitation Medicine, Rheumatology, Surgery (except Cardio Thoracic Surgery), and Urology. Specialty includes Pediatric practice in the specialty area.

4Specialty B applies to Cardio Thoracic Surgery, Neurosurgery, and Radiation Oncology

5Specialty C may be applied to specialists from any department , as recommended by the Department Director or the President of Johns Hopkins Community Physicians or the employing entity , as applicable, and with the written concurrence of the Dean and CEO of Johns Hopkins Medicine.

6 “Notice” Departments applies to Anesthesiology (excluding Pain), Emergency Medicine, Hospitalists, Intensivists, Pathology, Psychiatry, and Radiology (excluding Interventional). The geographical restriction applies only in the event 1) an individual physician fails to give six months’ notice of termination; or 2) two or more physicians leave at the same time to go to work for the same employer. For purposes of determining the same time” the second and later to leave will be considered to have left at the same time if they leave within six months following another physician going to work for the same employer.