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Diagnostic Equipment Leasing Agreement Page 2
Diagnostic Equipment Leasing Agreement
AMDx Equipment Lease - Page 2
6. Supervision:
6.1 LESSEE agrees that equipment and/or technician is/are under the direct control and direct supervision of the LESSEE and/or its authorized
personnel at the time of testing, will determine medical necessity, prescribe which tests are to be performed, and directly supervise all testing
6.2 Authorized personnel is to be a duly-licensed physician/professional as required by applicable governing state and federal rule for testing location.
6.3 LESSEE is responsible to insure that testing and procedures being supervised and ordered are within the scope of practice of said
personnel/professional as per state and federal regulations.
7. Covenant Not to Compete
7.1 LESSEE acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate irreparable injury to
AMDx for which adequate remedy at law will not be available. Accordingly, LESSEE hereby consents to the entry of an injunction prohibiting any
conduct by LESSEE in violation of the terms of those covenants not to compete set forth in this Agreement. LESSEE expressly agrees that it may
conclusively be presumed that any violation of the terms of the said covenants not to compete was accomplished by and through LESSEE’S
unlawful utilization of AMDx’s confidential information, know-how, technology, methods, and procedures. Further LESSEE expressly agrees that
the existence of any claims he/she may have against AMDx, whether or not arising from this Agreement, shall not constitute a defense to the
enforcement by AMDx of the covenants not to compete set forth in this Agreement. LESSEE further agrees to pay all costs and expenses (including
reasonable attorney's and expert's fees) incurred by AMDx in connection with the enforcement of those covenants not to compete set forth in this
Agreement. LESSEE further agrees that:
7.2 During the term of this Agreement and for a period of three (3) years after termination of this Agreement for any reason, LESSEE agrees not to be
associated, either directly or indirectly, by virtue of being an employee, employer, proprietor, partner, stockholder, agent, principal, owner, part-
owner, co-venturer, officer, director, manager, operator, financier, salesman, or other participant or through family relationship, with a competing
business within the trade area served by any health care entity that has or had a contract with AMDx.
8. Term and Termination
This Agreement shall begin on the date executed and shall continue in full force and effect for ONE YEAR unless terminated as provided herein. Either party
may terminate this Agreement for good cause at any time upon thirty (30) days written notice, provided such termination is effective on or after the first (1
anniversary of the Effective date. This agreement shall automatically renew and continue in force after ONE YEAR or until either party provides such written
notice of termination. Additionally, AMDx may terminate this agreement on five (5) days written notice if LESSEE fails to timely pay the lease fee which group
and Lessee agree would be a material breech of this agreement and good cause for termination. If this agreement is terminated for good cause, the party
shall not enter into a similar agreement for the provision of tests prior to the first anniversary of the effective date of this agreement.
9. Insurance
LESSEE shall maintain at all times and pay for:
9.1 Combined public liability and property damage insurance.
9.2 LESSEE will maintain professional liability insurance covering the LESSEE, its staff, agents, subcontractors, and physicians.
9.3 LESSEE shall furnish to AMDx on request certificate(s) of insurance evidencing the existence of such coverage.
9.4 LESSEE shall immediately notify AMDx in writing of any cancellation or modification of such coverage.
10. Utilization Review:
10.1 LESSEE shall have the sole responsibility for determining the medical necessity for and complying with any preauthorization or other utilization
procedure related to the performance of the procedures and in conjunction with same, LESSEE shall formulate and implement adequate and proper
utilization review procedures promulgated by LESSEE.
10.2 LESSEE shall be solely responsible for interpreting or arranging the interpretation of test results.
11. Legislative Changes
In the event that any federal state or local law rule, regulation or official interpretation at any time during the term of this Agreement prohibit, restrict or in any
way substantially change the method or amount of reimbursement or payment for a service as rendered under this Agreement, then this Agreement shall
automatically be adjusted to provide for payment or compensation in a manner which will satisfy any such prohibition, restriction, limitation or change, and as
so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event any provision of this Agreement subject to such
prohibition, restriction, limitation or change is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as
though the provision had never been entered into. In either case the remaining provisions of this Agreement shall remain in full force and effect. If this
Agreement is not capable of being amended to satisfy the above, prior to the effective date of such prohibition, restriction or change, this Agreement shall
terminate as of such date.
12. Compliance
12.1 To the extent required by /1395x(V)(1)(1) of Title 42 of the United States Code, until the expiration of four (4) years after the termination of this
Agreement. AMDx shall make available upon written request to the Secretary of the United States Department of Health and Human Services, or
upon request to the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of
this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the services provided by
AMDx under this Agreement.
12.2 AMDx further agrees that in the event AMDx carries out any of its duties under this Agreement through a Subcontract with a value or cost of Ten
Thousand ($10,000.00) Dollars or more over a twelve (12) month period with a related organization, such contract shall contain a clause to the
effect that until the expiration of four (4) years after the furnishing of such services pursuant to such Subcontract, the related organization shall
make available upon written request to the Secretary of the United States Department of Health and Human Services, or upon request to the
Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives a copy of such Subcontract and
such books, documents and records of such organization as are necessary to verify the nature and extent of such costs.
13 Miscellaneous:
13.1 Notices: Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be deemed given upon delivery,
if hand delivered, or forty-eight (48) hours after deposit in United States mail, postage prepaid, and sent certified or registered mail, return receipt
requested, correctly addressed to the addresses of the parties stated above or at such other address as such party shall in writing have advised the
other party.
13.2 Entire Agreement. This agreement constitutes the entire agreement between the parties and no oral, contemporaneous or other agreements or
statements shall be part of this Agreement.
13.3 Modifications: This Agreement shall not be changed, modified or amended, except by writing and signed by the parties hereto.
13.4 Binding Effect: This Agreement shall inure to the benefit of; and be binding upon the parties hereto and their respective heirs, successors,
assigns, executors and administrators.
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source: amdxtest.com
Diagnostic Equipment Leasing Agreement