SJMC Medical Staff Contract

DATED THIS (date) DAY OF (month) (year)

BETWEEN

SUBANG JAYA MEDICAL CENTRE SDN BHD

AND

DR (consultant name)

**********************************

AGREEMENT
ACTIVE STATUS

**********************************

AN AGREEMENT made this (day) day of (month) (year) Between SUBANG JAYA MEDICAL CENTRE SDN. BHD. a company incorporated in Malaysia with its registered office at 16th Floor, Wisma Sime Darby, Jalan Raja Laut, 50350 Kuala Lumpur (hereinafter referred to as "SJMC") of the one part And DR (consultant name) (NRIC No. (NRIC number) ) of (full address) hereinafter referred to as "the Consultant") of the other part.

(1) WHEREAS SJMC is the owner of a hospital located at 1, Jalan SS 12/1A Subang Jaya, 47500 Petaling Jaya, Selangor Darul Ehsan (hereinafter referred to as "the Hospital").

(2) AND WHEREAS the Consultant is a qualified medical practitioner.

(3) AND WHEREAS the Consultant is desirous of using the facilities of the Hospital.

(4) AND WHEREAS SJMC has agreed to appoint the Consultant subject to and upon the following terms and conditions.

NOW THIS AGREEMENT WITNESSETH as follows:

1. APPOINTMENT

SJMC hereby appoints the Consultant and the Consultant hereby accepts the appointment by SJMC to practice as a medical practitioner in the Hospital upon the following terms and conditions contained in this Agreement.

During the subsistence of this Agreement, the Consultant shall be a member of the Medical Staff of SJMC and shall comply with the Bylaws applicable to the Medical Staff, a copy of which is annexed as Annexure 1 hereto.

2. CONVENANT BY THE CONSULTANT

The Consultant hereby covenants and undertakes as follows

(a) to comply with the By-Laws, Rules and Regulations of the Hospital in so far as they apply to the Medical Staff, as amended from time to time by SJMC following consultation with and agreement by the Medical Advisory Board (MAB).

(b) to comply with all policies and procedures stipulated by SJMC from time to time in respect of the operation of the Hospital; and

(c) to comply with the rules of ethics of the practice of medicine as stipulated by the rules of the Malaysian Medical Council; and

(d) to obtain and maintain registration with the Malaysian Medical Council as a medical practitioner; and

(e) to obtain and maintain valid annual practice certificates from the Ministry of Health and to submit copies thereto to SJMC; and

(f) to reside and practice medicine within the area defined as Wilayah Persekutuan (Federal Territory) and the Klang Valley including the Municipal limits of Petaling Jaya, Subang Jaya, Shah Alam and Klang; and

(g) to hold regular clinic sessions (as defined in Clause 4 hereof) as may be required by SJMC on the basis that the Hospital will provide patient consultation in the various common specialties areas of medical practice during such office hours as may be determined from time to time by SJMC; and

(h) to exclusively use the investigative, therapeutic, surgical, pharmaceutical and other services available at the Hospital for the inpatients and outpatients seen in the Hospital; and

(i) to use whenever possible investigative, therapeutic, surgical, pharmaceutical and other services in the Hospital or as elsewhere provided by SJMC for patients seen in clinics outside the Hospital; and

(j) to be on call rotation at such time and for such period as SJMC may decide; and

(k) to provide health care for the employees and their immediate families of SJMC at rates which are mutually acceptable to SJMC and the Medical Advisory Board; and

(l) not to do or permit to be done any unlawful act on the premises of the Hospital; and

(m) to carry out any other acts or services as SJMC may reasonably require subject to the concurrence of the Medical Advisory Board; and

(n) not to do any act or deed which will tarnish the image and/or reputation of the hospital; and

(o) to participate with SJMC at the hospital in the provision of medical care and service to corporate clients under preferential medical rates and charges subject to the concurrence of the Medical Advisory Board.

3. CONSULTANT'S CHARGES

(a) The Consultant undertakes to abide by the schedule of professional fees contained in Schedule B hereto (Fee Schedule) and shall only charge patients in the Hospital the applicable fees in accordance with the said Fee Schedule. The Fee Schedule may be amended from time to time by agreement between SJMC and the MAB following consultation with and the advice of the Patient Economics Committee, and any amendment made to the Fee Schedule in the manner aforesaid shall be binding upon the Consultant as if expressly agree by the Consultant and SJMC. Fee arrangements for unusual patient situations which are not covered under the Fee Schedule may only be allowed by mutual agreement between individual consultants and SJMC.

(b) Unless otherwise agreed to in writing by the parties hereto, all charges shall be billed by SJMC and SJMC shall remit to the Consultant all charges paid for the account of the Consultant by the 27th day of every calendar month. Unless otherwise agreed to in writing by the parties hereto SJMC shall be entitled to bill for its own charges together with the Consultant's charges and in the event that only part of the charges is paid, the amount paid will be pro-rated to each party in proportion to the amount due to each party.

(c) For the avoidance of doubt, it is hereby agreed that SJMC shall not be liable to the Consultant for any charges unpaid and that SJMC shall not be obliged to commence any legal proceedings or take any steps to recover the charges due.

(d) All costs, fees and other expenses charged or imposed by persons other than the parties hereto relating to payment or otherwise by SJMC patients (including but not
limited to legal fees, credit card commissions etc.) shall be shared pro-rata as between the Consultant and SJMC in accordance with the proportion due and owing to each party.

4. PAYMENT

(a) The Consultant shall pay to SJMC an amount to be agreed between SJMC and the Consultant for each clinic session as fees for the use of clinic facilities provided by SJMC in the Hospital. SJMC may stipulate that the rates vary in accordance with the number of sessions. The Consultant shall pay SJMC the fees by the 27th day of every calendar month. A "clinic session" shall mean use of one of the Hospital consultation rooms by the Consultant up to a maximum of four (4) hours during such times as permitted by SJMC. Payment shall be due for the whole sum notwithstanding that the Consultant should have used the room for any time less than four (4) hours.

(b) The Consultant shall pay an amount of M$300.00 or such amount as determined by the Medical Advisory Board as contribution to medical staff education, library and other activities. The payment shall be made pro-rata to the end of the calendar year and thereafter payment shall be made on the 1st day of each calendar year.

(c) The Consultant hereby authorises SJMC to deduct the payments referred to in Clause 4(a) and (b) above from any monies due to the Consultant. In the event that the deductions are not sufficient to meet the payments due, then and in that event the Consultant shall immediately pay the balance sums due to SJMC.

5. CONVENANT BY SJMC

(a) SJMC hereby undertakes to use all reasonable endeavours to operate the Hospital either by itself or through any appointed agent so as to ensure that the medical facilities and services provided by the Hospital are of reasonable quality, meet all governmental licensing requirements and generally accepted accreditation program guidelines for its services.

(b) SJMC undertakes to provide the Consultant with a program of benefits as may be stipulated by SJMC in its Standard Operating Policies from time to time.

6. STANDARD OF PERFORMANCE BY CONSULTANT

The Consultant warrants to SJMC that the Consultant is fully qualified to carry out the practice of medicine in the field in which he has been appointed under this Agreement and undertakes that he shall exercise all due diligence and care in the performance of his duties and responsibilities as a medical practitioner.

7. PERIOD OF AGREEMENT

(a) This Agreement shall come into force on the 1st day of October 1995 for a period up to 1st May 1996 and shall be automatically renewed for a period of three (3) years unless either party gives at least sixty (60) days prior written notice to the other party of its intention not to renew the agreement. At the end of the first three year renewal the contract will be automatically further renewed for subsequent three year periods until the consultant reaches 60 years of age unless either party gives written notice of at least sixty (60) days prior to the term ending to the other party of its intention not to renew the agreement. After the Consultant attains the age of sixty (60), his appointment shall automatically be renewed for successive periods of one (1) year each, provided that either party may terminate this Agreement by giving written notice to the other of its intention not to renew the consultant's appointment not later than sixty (60) days before the expiry of a oneyear renewal period.

(b) In the event SJMC elects not to renew any term of this Agreement, SJMC agrees to hold prior consultation with and receive input from the MAB.

(c) Notwithstanding anything to the contrary, this Agreement may at any time be terminated by mutual consent of the parties hereto.

8. INSURANCE

The Consultant shall be a member of a recognized medical protection organization or have other indemnity arrangements that are acceptable to SJMC, commensurate with his/her category of subspecialty as determined by SJMC. Any other indemnity arrangement shall be approved by SJMC in writing in advance of the date this Agreement comes into force. On or before the date this Agreement comes into force and annually thereafter Consultant shall provide SJMC with a copy of the membership renewal receipt from said medical protection organization.

9. USE OF FACILITIES

(a) The Consultant shall exercise all reasonable care in the use of any of the equipment, fixtures and facilities on the premises of the Hospital.

(b) The Consultant shall not make or allow to be made any additions or alterations or cause any damage to the Hospital premises and the equipment, fixtures and facilities thereon. -

10. INFORMATION SUPPLIED BY THE CONSULTANT

The Consultant hereby warrants and represents to SJMC that all the information supplied by the Consultant to SJMC in the Consultant's Application Form and supporting documents prior to the execution of this Agreement by the parties hereto is correct and true in all respects and agrees that SJMC has relied on such information as an inducement to enter this Agreement.

11. CONSULTANT NOT TO DIVULGE SECRETS

The Consultant shall not either during the continuance of this Agreement or thereafter divulge to any person whomsoever any trade secrets or confidential information concerning the business of SJMC or the operation of the Hospital which may come to the knowledge of the Consultant during or in the course of the performance of the duties of the Consultant under this Agreement.

12. TERMINATION

12.1.Upon happening of any of the following events SJMC may without prejudice to any of its other rights and remedies depending on the gravity of the event suspend the Consultant's services with immediate effect and/or terminate this Agreement by the giving of thirty (30) days prior written notice :

(a) if the Consultant is in breach of any warranty or of any of the terms of this Agreement; or

(b) if the Consultant commits any act of misconduct or negligence either of a professional or personal nature; or

(c) if the registration of the Consultant in the Malaysian Medical Council is revoked, terminated, cancelled or suspended; or

(d) if the annual practice certificate of the Consultant from the Ministry of Health is revoked, terminated, cancelled or suspended; or

(e) if the Consultant is convicted of any offence punishable on conviction with imprisonment, or a fine of RM10,000 (Ringgit Ten Thousand) or more; or

(f) if the Consultant shall die; or

(g) if the Consultant shall be found or declared to be of unsound mind; or

(h) if the Consultant commits any act of bankruptcy; or

(i) if the Hospital or any substantial part thereof shall be damaged or destroyed by fire; or

(j) if the appointment of the Consultant in accordance with the terms of this Agreement shall be illegal or shall be prohibited by the provision of any statute, law or regulation.

12.2.The Consultant agrees to inform SJMC and the MAB of any activity identified in section 12.1 above which might otherwise be unknown to SJMC. Failure to so inform SJMC will in itself be grounds for possible suspension of Hospital privileges and/or termination of the agreement depending on the gravity of the activity involved.

12.3.Upon the happening of any of the following events the Consultant may without prejudice to any of his other rights and remedies terminate this Agreement subject to the giving of 3 calendar months prior written notice :

(a) if SJMC is in breach of any warranty or of any of the terms of this Agreement; or

(b) if SJMC goes in liquidation and/or winding-up otherwise than for the purpose of reconstruction or amalgamation or an order of Court is made for its compulsory liquidation or have a receiving order made against it; or

(c) if full payment due to the Consultant under Clause 4 hereinabove is not made for a consecutive period of 3 calendar months; or

(d) if the Hospital or any substantial part thereof shall be damaged or destroyed by fire; or

(e) if the running of the Hospital by SJMC for any reason shall become illegal or shall be prohibited by reason of any statute, law or regulation.

12.4.SJMC agrees, if reasonably practicable, to confer with the MAB on the handling of any of the events set out in Section 12.1, 12.2 and/or Section 12.3 above.

13. INDEPENDENT CONTRACTOR

For the purposes of this Agreement and all the obligations undertaken and the services to be provided hereunder, the Consultant shall be an independent contractor and not the agent or servant of SJMC. The Consultant shall have no authority to make any statements representations or commitments of any kind or to take any actions which shall be binding on SJMC unless with the prior written consent of SJMC.

14. NO ASSIGNMENT

This Agreement and all rights and obligations hereunder are personal as to the parties hereto and none of the parties hereto shall assign or attempt to assign any such rights or obligations unless the other party hereto consents.

15. SCHEDULES

The Schedules annexed hereto shall be read and construed as an essential part of this Agreement.

16. EFFECT HEADING

The heading of the Clauses hereof have been inserted for convenience of reference only and shall not affect the interpretation of the provisions of this Agreement.

17. WAIVER

(a) No indulgence or concession granted by either party hereto in relation to the breach or non-observance by the other party of any of the terms and conditions of this Agreement shall be treated as a waiver thereof.

(b) No waiver of any of the terms of this Agreement shall be valid unless in writing and signed by-or on behalf of the parties hereto.

(c) No waiver by either party hereto of any breach or non-observance by the other of any of the terms and conditions hereto shall be construed as a waiver of any subsequent breach of the same or any other term or condition of this Agreement.

18. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the Laws of Malaysia.

19. SEVERABILITY

If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

20. FORCE MAJEURE

Neither party shall be liable to the other party for failure or delays in performing their obligations hereunder arising from any cause beyond their control including but not limited to acts of God, acts of civil or military authorities, fires, strikes, lockout or labour disputes, epidemics, governmental restrictions, wars, riots or other civil disturbances, storms and floods, and in the event of any such delay the time for such party's performance shall be extended for a period equal at least to the time lost by reason of the delay. However, in the event that such causes beyond the control of such party shall continue for more than six (6) months, this Agreement may be terminated by either of the parties by giving to the other party one (1) month prior written notice to that effect.

21. MODIFICATION

No modification nor any further representation, promise or agreement in connection with the subject matter of this agreement is binding upon any party unless made in writing and signed by all of their respective authorised representatives of the parties hereto.

21.1.The parties hereby agree that unless the context otherwise requires the following terms used in this Agreement shall have the following meaning :

"Medical Advisory Board" or "MAB" means collectively, the seven (7) individuals appointed by the consultants of the Hospital at a meeting convened for this purpose in accordance with the ByLaws, Rules and Regulations of the Medical Staff.

21.2.In this Agreement, unless the contrary intention appears :

(a) words importing the feminine gender only shall include the masculine and neuter genders and vice versa;

(b) words in the singular number only shall include the plural and vice-versa;

(d) the expression "the Consultant" or "SJMC" shall include their successors-in-title, personal representatives and permitted assigns;

(e) all Schedules to this Agreement shall form part of this Agreement and shall be construed accordingly; and

(f) any agreement, matter, undertaking or act by the Medical Advisory Board shall be deemed to have been entered into, taken or made if entered into, taken or made with the concurrence or consent of the majority of the individual members of the Medical Advisory Board for the time being, and shall take effect notwithstanding any defect in the appointment of such members, the procedure adopted by the Medical Advisory Board or its legal status or the legal status of its members.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.

SIGNED by )

(name of director) )

DIRECTOR, MEDICAL CENTRE

for and on behalf of )

SUBANG JAYA MEDICAL )

CENTRE SDN. BHD. in the )

presence of : )

SIGNED by the said )

(consultant name) )

(the Consultant) in the )

presence of : )

a:contract95-8/9/95

https://drsjmc.tripod.com/index.htm
Created:- 22 Feb 2003
Last Updated:- 22 Feb 2003