14.5 Authority. Each Party represents and warrants to the
other Party that it has the capacity to enter into this Agreement; that this Agreement is a valid and binding agreement enforceable against such Party; and that the execution of this Agreement and performance its duties hereunder does not violate or
conflict with any court order, governmental order, agreement, instrument or commitment by which such Party is otherwise bound.
14.6
Compliance with Laws. Each Party warrants and represents that it shall comply with all applicable laws, ordinances, rules, regulations and orders of all governmental authorities and any other public or quasi-public authority
having jurisdiction over such Party, the Subleased Space and/or the Subleased Equipment. Additionally:
(a) Healthcare Regulatory
Matters.
(i) The Rent hereunder has been determined by the Parties to equal the fair market value of the Subleased Space and
Subleased Equipment furnished by Company to Practice, without taking into account the proximity of the Parties or the Subleased Space to any source of referrals, or the volume or value of any referrals of business from Company to Practice (which,
for purposes of this Section includes members of its medical staff and affiliated practitioners), or from Practice to Company. The Subleased Space and Subleased Equipment do not exceed that which is reasonable and necessary for the legitimate
business purposes of Practice. The Rent payable hereunder has been determined by the Parties through good faith and arms length bargaining, and has been determined by the Parties to constitute the fair market value of the Subleased Space and
Subleased Equipment furnished by Company to Practice, and does not take into account any source of referrals or the volume or value of any patient referrals between the Parties (or their affiliates) that is reimbursed by any governmental or other
third party payor. No amount paid hereunder is intended to be, nor shall it be construed to be, an inducement or payment for referral of, or recommending referral of, patients by any Party or its affiliates to any other Party or its affiliates, for
the purchase, lease or ordering, or arranging for the purchase, lease or ordering of any item or service covered by any governmental, third party payor, or any patient. The Parties understand and agree that nothing in this Agreement is intended or
shall be construed to require or encourage Company to refer patients for services to Practice. In addition, the Rent does not include any discount, rebate, kickback, or other reduction in charge. This Agreement is intended and shall be construed to
comply with (A) the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b, and its applicable safe harbors, (B) the federal Stark Law, 42 U.S.C. § 1395nn, and its applicable exceptions, to
the extent applicable; and (C) any similar state laws.
(ii) Notwithstanding any other provision of this Agreement, if the
governmental agencies that administer the Medicare, Medicaid or other federally funded programs, or any other federal, state or local governmental or non-governmental agency, or any court or administrative
tribunal passes or promulgates any law, rule, regulation, standard, interpretation, order, decision or judgment including, without limitation, those relating to any applicable federal or state anti-kickback or self-referral statutes, which, in the
good faith judgment of Company or Practices experienced healthcare counsel, materially and adversely affects Companys ability to provide non-clinical administrative and management services or
Practices licensure, accreditation, certification or ability to refer, to accept any referral, to bill, to claim, to present a bill or claim for reimbursement, or a risk of prosecution or civil monetary penalty (collectively and individually,
an Adverse Result), Company and Practice shall each have the right, in good faith, to notify the other Party of the notifying Partys intent to either amend or
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