CONSULTING & SERVICES AGREEMENT

THIS CONSULTING & SERVICES AGREEMENT (Agreement) is made, entered

into, and effective as of ______________, 2011 (Effective Date), by and between Ben Okwara,
M.D., a South Carolina Physician, (hereafter the Doctor) and ALLIANCE CONSULTING
SERVICES, LLC, a California Limited Liability Company (hereafter the Consultant). Doctor and
Consultant are sometimes collectively referred to herein as the parties and sometimes singularly
referred to herein as the party.
RECITALS
WHEREAS, Consultant has specialized knowledge with respect to certain medical
administrative services, including but not limited to office management, billing, general regulatory
reporting, filing of claims and paperwork, administration, and general medical billing consultation
(collectively, the Services);
WHEREAS, Doctor is in the business of providing medical services (the Business)
and desires assistance from Consultant in performing the Services in accordance with the terms set
forth in this Agreement; and
WHEREAS, Doctor and Consultant hereby acknowledge that there are no other
existing relationships between the parties other than that which is created by this Agreement, and the
parties agree that nothing in this Agreement shall be construed as creating or referring to any other
relationship between the parties other than the relationship created by this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties hereto hereby agree as follows:
1.

Purpose of Agreement.

(a)
This Agreement shall commence as of the Effective Date and shall continue in full
force and effect until terminated pursuant to the terms hereof. Consultant shall perform the Services
for Doctor in accordance with the terms of this Agreement; provided, however, Doctor may request
additional services from time-to-time from Consultant, the terms of which shall be determined by
mutual consent of both parties.
(b)
During the Term of this Agreement, Consultant agrees to perform the Services
efficiently and to the best of Consultants ability. Consultant agrees to provide the Services and
perform Consultants duties in accordance with all federal, state, and municipal laws, regulations,
and ordinances relating to the practice of Consultants profession and laws governing the Doctor.
2.
Compensation. Doctor shall compensate Consultant for the Services rendered by
Consultant hereunder as described in Exhibit A attached hereto. There are no other promises of
compensation except as specifically described in this Agreement and the attached exhibit(s).

3.
Expenses. Doctor shall reimburse Consultant for reasonable and necessary expenses
incurred by Consultant in connection with performing the Services, including but not limited to
reimbursement for continuing education expenses, professional license fees, professional liability
insurance, and other travel and business expenses necessary to perform the Services.
4.

Doctors Responsibility. Doctor acknowledges and agrees to provide the following:

(a)
Sufficient factual information including but not limited to reports, FCEs, evaluations,
test results, and other records to Consultant to allow Consultant to obtain authorization for services
from the agency or organization providing reimbursement.
(b)
At his sole expense, sufficient staffing and training to perform the medical care
authorized by the agency or organization providing reimbursement. Examples of staff that may be
required include but are not limited to Physical Therapists; Occupational Therapists; counselors;
psychologists; etc.
5.

Term and Termination.

(a)
Term. The term (Term) of this Agreement shall commence upon the Effective Date
and shall expire at the conclusion of three (3) years (Initial Term). This Agreement may be
extended by written agreement or terminated as provided in this section of the Agreement. At the
conclusion of the Initial Term, the contract will automatically be renewed for one (1) year terms
unless written notice of termination is provide in accordance with this section.
(b)
Termination. This Agreement shall remain in full force and effect until terminated for
any reason as provided below:
(1)
Either party provides written notice of termination not less than ninety (90)
days prior to the effective date of such termination.
(2)
If either party breaches any material provision of this Agreement, the nonbreaching party provides written notice to the breaching party detailing the breach, and the
breaching party fails to cure such breach within thirty (30) days of receipt of the notice, then
the non-breaching party shall have the right to terminate this Agreement. Further, Doctor
agrees that the failure to timely pay compensation to Consultant as detailed in Exhibit A,
shall automatically be deemed a breach of this Agreement for purposes of this Section.
(3)
In the event that Doctor shall, for any reason, enter a petition in bankruptcy,
this Agreement shall automatically terminate.
(4)
If Doctor, for any reason, loses his license to practice medicine in North
Carolina, this Agreement shall automatically terminate immediately.
(c)
Effect of Termination. Upon any termination of this Agreement, Doctor shall
immediately pay to Consultant, in accordance with the terms of this Agreement, any fees or
compensation owed by Doctor to Consultant through the date of such termination, without setoff or

recoupment for matters outside of this Agreement. The provisions of this Agreement relating to
confidentiality, ownership, indemnification and limitations of liability shall survive termination of
this Agreement, and the termination of this Agreement shall not relieve any party from any liability
for any breach of this Agreement occurring prior to termination.
6.
Billings, Collections, and Deposits. Consultant agrees that all charges and accounts
receivable for professional services rendered by Consultant pursuant to this Agreement shall be the
sole and exclusive property of the Doctor.
7.
Trade Secrets, Proprietary Information, and Property of Doctor and Consultant.
Consultant and Doctor acknowledge that during the Term of this Agreement, each party may gain
access to the other partys Trade Secrets and Confidential Proprietary Information (as defined
below). With respect thereto, the parties agree as follows:
(a)
Definition of Trade Secret Information. The parties agree that all information which
falls within the statutory definition of Trade Secret under the Uniform Trade Secrets Act,
including but not limited to: (i) techniques, devices, and processes employed in Doctors Business or
Consultants Services, respectively; (ii) account or patient information learned by Consultant or
Doctor as a result of Consultants or Doctors relationship with the other party; (iii) programs or
models using Consultants or Doctors data, regardless of the source, which is not generally
available to the public; (iv) training and educational materials; or (v) correspondence and other
materials designated Internal Use Only (Trade Secret).
(b)
Definition of Proprietary Information. The parties agree that Proprietary
Information shall mean technical and non-technical information including, but not limited to,
patient information, patient files and records, patient lists, prospective patient lists, financial
information, income statements, balance sheets, budgets, pro-formas, business plans, marketing
strategies and methods, internal marketing materials, marketing data, lists of business sources,
training materials and manuals, office management information, internal forms, certain business
methodologies of Doctor or Consultant, and software information and programs, whether stored in
hard copy, on audio or video tape, or electronically. Proprietary Information also includes any Trade
Secret and the proprietary information of any third party who may disclose such information to
Doctor or Consultant in the course of doing business.
(c)
Non-Disclosure and Non-Use Obligations. Consultant and Doctor agree to treat all
Proprietary Information as confidential and will use reasonable care to protect all Proprietary
Information. Consultant and Doctor agree not to make use of, disseminate, or in any way disclose
Proprietary Information to any person, firm, or business except to the extent necessary to perform
Consultants or Doctors duties under this Agreement, and otherwise only as authorized in writing by
Consultant or Doctor, respectively. Each party agrees to notify the other party immediately of any
unauthorized use or disclosure of Proprietary Information.
(d)
Exclusions from Non-Disclosure Obligations. The above non-disclosure restrictions
are inapplicable to the extent the communication is in response to a valid order by a court or other
governmental body, or was otherwise required by law.
(e)
Ownership of Proprietary Information. All Proprietary Information, and any
derivatives thereof, are owned by the respective party. Any additions or modifications thereto which

are created in whole or in part by the other party as part of the duties under this Agreement shall be
and remain the property of the original party.
(f)
Nondisclosure and Non-Use Period. In the event of the termination of this
Agreement, each party agrees to immediately return to the other party all Proprietary Information
belonging to such party, and all copies thereof. Consultant and Doctor agree to maintain all
Proprietary Information in confidence and to use their best efforts to prevent use, dissemination, or
disclosure of any such information throughout the Term of this Agreement and for a period of not
less than two (2) years following the date of termination of this Agreement.
(g)
Injunctive Relief. Consultant specifically agrees that in the event of a breach, or
threatened breach, of any of the provisions of this Section, damages will not provide a sufficient
remedy to Doctor, and Doctor shall have the right, in addition to any other right or remedy of any
nature then or thereafter available to Doctor, to seek injunctive or other equitable relief from any
court of competent jurisdiction, without notice or the posting of any bond, and Consultant hereby
consents to the entry of an order granting such relief. Doctor specifically agrees that in the event of
a breach, or threatened breach, of any of the provisions of this Section, damages will not provide a
sufficient remedy to Consultant, and Consultant shall have the right, in addition to any other right or
remedy of any nature then or thereafter available to Consultant, to seek injunctive or other equitable
relief from any court of competent jurisdiction, without notice or the posting of any bond, and
Doctor hereby consents to the entry of an order granting such relief.
(h)
Return of other Property of Doctor. In the event of termination of this Agreement,
Consultant will immediately return to Doctor all other property owned by Doctor, including but not
limited to all patient records, x-rays, equipment, computers, data storage devices, keys, access cards,
credit cards, handheld electronic devices, pagers, cell phones, software, and any electronically stored
data. Likewise, in the event of termination of this Agreement, Doctor will immediately return to
Consultant all other property owned by Consultant, including but not limited to all patient records, xrays, equipment, computers, data storage devices, keys, access cards, credit cards, handheld
electronic devices, pagers, cell phones, software, and any electronically stored data.
8.
INDEMNIFICATION. CONSULTANT HEREBY AGREES TO INDEMNIFY
AND HOLD DOCTOR HARMLESS FROM AND AGAINST ANY CLAIMS, DEMANDS,
CAUSES OF ACTION, JUDGMENTS, LIABILITIES, LOSSES, COSTS, OR EXPENSES,
INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES (COLLECTIVELY
CLAIMS), WHICH RESULT, IN WHOLE OR IN PART, FROM THE NEGLIGENT OR
WILLFUL MISCONDUCT OF CONSULTANT. IT IS THE EXPRESS INTENTION OF
CONSULTANT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN
AGREEMENT TO INDEMNIFY AND PROTECT DOCTOR AND HIS PARTNERS,
AGENTS, AND EMPLOYEES FROM THE CONSEQUENCES OF THE ACTIONS OR
INACTIONS OF CONSULTANT, INCLUDING WHERE CONSULTANT AND THEIR
PARTNERS, AGENTS, AND EMPLOYEES ARE A CONTRIBUTING CAUSE OF ANY
CLAIM OR CLAIMS. INVERSELY, DOCTOR HEREBY AGREES TO INDEMNIFY AND
HOLD CONSULTANT HARMLESS FROM AND AGAINST ANY CLAIMS, DEMANDS,
CAUSES OF ACTION, JUDGMENTS, LIABILITIES, LOSSES, COSTS, OR EXPENSES,
INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES (COLLECTIVELY
CLAIMS), WHICH RESULT, IN WHOLE OR IN PART, FROM THE NEGLIGENT OR
WILLFUL MISCONDUCT OF DOCTOR. IT IS THE EXPRESS INTENTION OF

DOCTOR THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN

AGREEMENT TO INDEMNIFY AND PROTECT CONSULTANT AND THEIR
PARTNERS, AGENTS, AND EMPLOYEES FROM THE CONSEQUENCES OF THE
ACTIONS OR INACTIONS OF DOCTOR, INCLUDING WHERE DOCTOR AND HIS
PARTNERS, AGENTS, AND EMPLOYEES ARE A CONTRIBUTING CAUSE OF ANY
CLAIM OR CLAIMS.

9.
Limitation of Liability. In no event will Consultant be liable to Doctor for any
indirect, special, incidental, or consequential damages, whether based on breach of contract,
warranty, tort (including negligence) or otherwise, even if advised in advance of the possibility
of such damage. The total liability of Consultant under this Agreement shall not exceed the total
of the compensation paid by Doctor during the one-year period preceding the event leading to
liability.
10.
Independent Contractor Status. Nothing in this Agreement shall be construed as
creating an employer-employee relationship between Doctor and Consultant or any person operating
under the direction of Consultant. Consultant shall at all times exercise independent professional
judgment in providing the services contracted for hereunder. All personnel of Consultant shall at all
times remain exclusively its employees and shall not be deemed under any circumstances to be
engaged in activities on behalf of the Doctor as an employee.
11.
Calendar Days; Close of Business. Unless the context otherwise requires, all periods
terminating on a given day, period of days, or date shall terminate on the close of business on that
day or date and references to "days" shall refer to calendar days.
12.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective devises, legatees, heirs, legal representatives, successors, and
permitted assigns. The preceding sentence shall not affect any restriction on assignment set forth
elsewhere in this Agreement.
13.

Disputes.

(a)
Mediation. The parties agree to mediate any dispute or claim between them arising
out of this Agreement before resorting to arbitration or court action. Mediation is a process in which
parties attempt to resolve a dispute by submitting it to an impartial, neutral mediator who is
authorized to facilitate the resolution of the dispute but who is not empowered to impose a settlement
on the parties. The mediation fee, if any, shall be divided equally among the parties involved, or
otherwise as agreed upon. All offers, promises, conduct and statements, whether oral or written,
made in the course of the mediation by any of the parties, their agents, employees, experts and
attorneys, and by the mediator are confidential, privileged and inadmissible for any purpose,
including impeachment, in any litigation or other proceeding involving the parties, provided that
evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of its use in the mediation.
(b)
Arbitration. Any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this Agreement to arbitrate, which is not resolved

through mediation shall be determined by arbitration in Oklahoma County, Oklahoma, before one
arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration
Rules and Procedures in a manner consistent with Oklahoma law. Judgment on the Award may be
entered in any court having jurisdiction. Consultant and Doctor understand and agree that
under this arbitration provision, Consultant and Doctor are knowingly and voluntarily giving
up the right to a jury trial regarding any disputes between the parties within the scope of their
voluntary agreement for final binding and confidential arbitration. This Section shall not
preclude the parties from seeking restraining orders, injunctions, or provisional remedies in aid of
arbitration from a court of appropriate jurisdiction.
14.
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 the United States mail, postage prepaid, and sent certified or registered mail,
return receipt requested, correctly addressed to:
Ben Okwara, M.D.
404 S. Sutherland
Monroe, North Carolina 28112
Alliance Consulting Services, LLC
4 Admiral Drive, B339
Emeryville, CA 94608
15.
Assignment. This Agreement may not be assigned by Doctor or Consultant without
the prior written consent of the other party; provided, however that this Agreement may be assigned
without consent to a subsidiary or affiliate of Doctor or Consultant; except that an assignee of Doctor
must be properly licensed in accordance with current law. Except as set forth above, any attempt to
assign or transfer this Agreement or any of the rights conferred hereby, by judicial process or
otherwise, to any person, firm, company, or Doctor without the prior written consent of the other
party shall be invalid, and may, at the option of such other party, result in an incurable event of
default resulting in termination of this Agreement and all rights hereby conferred.
16.
Choice of Law. This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the state of Oklahoma, including all
matters of construction, validity, performance, and enforcement and without giving effect to the
principles of conflict of laws. The parties submit to the jurisdiction of the courts of the state of
Oklahoma or a federal court empanelled in such state for the resolution of all legal disputes arising
under the terms of this Agreement, including, but not limited to, enforcement of any arbitration
award.
17.
HIPAA Authorization. The parties acknowledge and agree that Doctor is a Covered
Entity as that term is defined under the regulations implementing the Administrative Simplification
provisions of the Health Insurance Portability and Accountability Act of 1996 (the regulations and
statues are hereinafter referred to as HIPAA), and is therefore subject to the applicable
requirements set forth therein, including, but not limited to: certain limits on uses and disclosures of
protected health information (PHI); providing for access, amendment, accounting, mitigation, and
Secretary access; and the requirements to enter into certain contracts with their business
associates, as that term in defined under HIPAA. Consultant and Doctor acknowledge that uses and

disclosures of PHI under the terms and conditions of this Agreement may be characterized as
treatment, payment, or healthcare operations related communications under HIPAA and therefore the
parties are not required to enter into a business associate agreement. Notwithstanding the
foregoing, Consultant shall comply with confidentiality, medical records and other applicable laws
and regulations with regard to any and all information directly or indirectly accessed or used by
Consultant and their personnel, including without limitation HIPAA.
18.
Insurance. Doctor shall maintain the following insurance continuously and
throughout the Term of this Agreement:
General liability insurance of not less than $1,000,000 per occurrence and $3,000,000 in the
aggregate.
Professional liability/ medical malpractice insurance of not less than $1,000,000 per
occurrence and $3,000,000 in the aggregate.
19.
Entire Agreement. Except as provided herein, this Agreement, including exhibits,
contains the entire agreement of the parties, and supersedes all prior and existing negotiations,
representations, or agreements and all other oral, written, or other communications between them
concerning the subject matter of this Agreement. There are no representations, agreements,
arrangements, or understandings, oral or written, between and among the parties hereto relating to
the subject matter of this Agreement that are not fully expressed herein.
20.
Severability. If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision shall be deemed stricken and shall not affect the enforceability of any
other provisions of this Agreement.
21.
Captions. The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge, or describe the scope
of this Agreement or the relationship of the parties, and shall not affect this Agreement or the
construction of any provisions herein.
22.
Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute one and the same
instrument.
23.
Modification. No change, modification, addition, or amendment to this Agreement
shall be valid unless in writing and signed by all parties hereto.
24.
Negotiations. All negotiations relative to this Agreement have been completed.
There are no brokerage, finder's fee, or other commission due relative to this Agreement. Consultant
and Doctor have reviewed and understand the terms of this Agreement, and has had ample
opportunity to have this Agreement reviewed by an attorney.
25.

Waiver. Either party may, by written notice to the other:

(a)
Waive any of the conditions to its obligations hereunder or extend the time for the
performance of any of the obligations or other actions of the other;

(b)
Waive any inaccuracies or representations of the other party contained in this
Agreement or any document delivered pursuant to this Agreement;
(c)

Waive compliance with any of the covenants contained herein; or

(d)

Waive or modify performance of any of the obligations of the other.

No waiver of any term, provision, or condition of this Agreement, whether by conduct or

otherwise, in any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such term, provision, or condition of this Agreement.
26.
Attorneys Fees. Except as otherwise provided herein, if a dispute should arise
between the parties including, but not limited to arbitration, the prevailing party shall be reimbursed
for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys fees
exclusive of such amount of attorneys fees as shall be a premium for result or for risk of loss under
a contingency fee arrangement.
27.
Pronouns. Whenever the context so requires, the masculine shall include the
feminine and neuter, and the singular shall include the plural, and conversely.
28.

Time Is of the Essence. Time is of the essence of and under this Agreement.

29.
Additional Documents. The parties agree that they shall cooperate in good faith to
accomplish the objectives of this Agreement and to that end, agree to execute and/or deliver from
time to time such other and further instruments and documents as may be necessary or convenient to
the fulfillment of these purposes.
30.
Not for the Benefit of Creditors or Third Parties. The provisions of this Agreement
are intended only for the regulation of relations among the parties. This Agreement is not intended
for the benefit of creditors of the parties or other third parties and no rights are granted to creditors of
the parties or other third parties under this Agreement. Under no circumstances shall any third party,
who is a minor, be deemed to have accepted, adopted, or acted in reliance upon this Agreement.
[The remainder of this page is left intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date.
DOCTOR:
BEN OKWARA, M.D.
By: __________________________________
Ben Okwara, M.D.
CONSULTANT:
ALLIANCE CONSULTING SERVICES, LLC

By: __________________________________

EXHIBIT A
COMPENSATION
Doctor shall compensate Consultant for the Services rendered by Consultant as follows:
Doctor shall pay a fee of Five Thousand Dollars ($5,000.00) to Consultant for every Physical
Therapist and Physical Therapist Assistant recruited by Consultant. Said amount is payable no later
than ten (10) days from the date each individual begins work for Doctor. Consultant shall perform
all billing generated by the providers recruited by Consultant, and shall receive fifteen percent (15%)
of all monies received from said billing activities.
Doctor shall pay a fee of Ten Thousand Dollars ($10,000.00) to Consultant for every Medical
Doctor recruited by Consultant. Said amount is payable no later than ten (10) days from the date the
individuals begin work for the Doctor. Consultant shall perform all billing generated by the
providers recruited by Consultant, and shall receive fifteen percent (15%) of all monies received
from said billing activities.
In addition, Doctor shall pay to Consultant, as compensation for billing and consulting
services, fifteen percent (15%) of all monies received by Doctor from billing. Such amount shall be
paid monthly upon receipt of monies resulting from Consultants Services. Said amount will include
any and all monies received by Doctor resulting from Consultants Services regardless of the date
the monies are received.
Finally, Doctor shall pay Consultant at a rate of Four Hundred Fifty Dollars ($450.00) per
hour for work done by Consultant in accordance with this Agreement. Said amount is payable bimonthly and within five (5) days of Consultant providing a written statement of hours worked.
In the event this Agreement terminates, Consultant shall continue to receive fifteen percent
(15%) of the gross receipts received by Doctor resulting from Consultants performance under the
contract for a period of three (3) years.

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