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AFFILIATION AGREEMENT
BETWEEN
WEST VIRGINIA UNIVERSITY BOARD OF GOVERNORS
ON BEHALF OF
WEST VIRGINIA UNIVERSITY;
WEST VIRGINIA UNIVERSITY HOSPITALS, INC.;
AND
WEST VIRGINIA SCHOOL OF OSTEOPATHIC MEDICINE


This Agreement, by and between the West Virginia University Board of Governors on behalf of West Virginia University School of Medicine, hereinafter referred to as "WVU"); West Virginia University Hospitals, Inc. hereinafter referred to as "WVUH"; and West Virginia School of Osteopathic Medicine (hereinafter referred to as "WVSOM").

WHEREAS, the West Virginia University Board of Governors has established and oversees West Virginia University and its accredited School of Medicine ("WVU"); and

WHEREAS the West Virginia University Board of Governors employs qualified physicians as members of the faculty of WVU School of Medicine; and

WHEREAS, the object and purposes of this Agreement are in furtherance of WVU's mission; and

WHEREAS, WVUH operates hospitals in Morgantown, West Virginia and is engaged in patient care and provides the clinical setting for the training of residents; and

WHEREAS, the West Virginia School of Osteopathic Medicine Board of Governors has established and oversees the West Virginia School of Osteopathic Medicine (“WVUSOM”); and

WHEREAS, the parties share the mutual goal of optimum patient care, graduate medical education, and continuing education; and

WHEREAS, it is deemed advisable and in the best interests of the parties to establish an affiliation between the parties for the purpose of providing training and education to Roland F. Chalifoux, D.O.

NOW, THEREFORE, witness the agreement of the parties:


I. OBLIGATIONS OF THE PARTIES

A. OBLIGATION OF WVU:

WVU agrees to provide a program of training and study, as more fully set forth on Exhibit A hereto, to Roland F. Chalifoux, D.O., as required by the terms and conditions of that certain Consent Agreement and Order of the West Virginia Board of Osteopathy entered on September 1, 2004. Said training and study shall be under the direction of Julian E. Bailes, Jr., M.D., faculty physician at WVU.

B. OBLIGATION OF WVSOM:

WVSOM agrees to sponsor Roland F. Chalifoux, D.O., as a resident in training for the training and study at WVU as required by that certain Consent Agreement and Order of the West Virginia Board of Osteopathy entered on September 1, 2004. Such sponsorship shall afford all rights and privileges as afforded to
residents in WVSOM’s program of study and training.

C. OBLIGATION OF WVUH:

WVUH agrees to provide the clinical location for the training and study of Roland F. Chalifoux in their facilities.


II. TERM

Unless terminated sooner as hereinafter provided, this Agreement shall be effective for the period of January 1, 2004 through June 30, 2005 (fiscal year of the University) and subject to available appropriations, may be renewed in writing thirty (30) days prior to the commencement of each succeeding fiscal year.

III. TERMINATION FOR CAUSE

Any party may terminate this Agreement for just cause. For purposes of this Agreement, just cause shall mean the failure of any party to comply with the material terms of this Agreement after notice by certified mail, return receipt requested, and a reasonable opportunity of not less than
(60 ) sixty days to cure such breach.

IV. NOTICES

Any written notice required by this Agreement shall be sent by certified mail, return receipt requested, to the address given below or to such later address as may be specified in writing. Any prior written notice periods required by this Agreement shall be deemed to start on the day that written notice was sent.

Vice President for Health Sciences
West Virginia University
Robert C. Byrd Health Sciences Center
P.O. Box 9000
Morgantown, West Virginia 26506-9000

President
West Virginia University Hospitals, Inc.
P.O. Box 8136
Morgantown, WV 26506-8136

Dean
West Virginia School of Osteopathic Medicine

Lewisburg, WV


V. NON DISCRIMINATION

The parties shall not discriminate on the basis of race, sex, age, disability, veteran status, religion, sexual orientation, color, or national origin in any of the service provided hereunder. The parties shall not affiliate knowingly with nor grant recognition to any individual, group, or organization having policies that discriminate on the basis of race, sex, age, disability, veteran status, religion, sexual orientation, color or national origin, as defined by the applicable laws and regulations.

VI. LIABILITY

Professional liability coverage provided by the State of West Virginia will apply to Roland F. Chalifoux, D.O. assigned under this agreement while he is acting within the scope of his approved assignment.

VII. SEVERABILITY

If any portion of this Agreement shall for any reason be invalid, illegal, unenforceable, or otherwise inoperative, the valid and enforceable provisions will continue to be given effect and to bind the parties.

VIII. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

IX. USE OF NAME

Neither party shall not use the name of the other party or its trade, assumed or true names in any advertising, promotional or other materials or disclose the terms of this Agreement to any third party, without the prior written consent of that party as required by law.

X. Entire Agreement

This agreement contains the entire agreement of the parties as to this subject matter and supersedes any previous oral or written negotiations and/or agreement.

XI. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but which together shall constitute one of the same instrument.

XII. ASSIGNMENT

This Agreement may not be assigned by either party without the written consent of the other parties hereto.

XIII. MODIFICATIONS

This Agreement may be modified at any time upon mutual consent in writing of the parties hereto, but no such modification shall be effective to extend the Agreement beyond the end of the fiscal year in which such modification is made. Any change must be made in writing, delivered in person or by registered mail to the other party.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date first written above.

WEST VIRGINIA UNIVERSITY BOARD OF GOVERNORS
on behalf of WEST VIRGINIAUNIVERSITY;
David C. Hardesty, Jr., President, by




Date:
Robert M. D'Alessandri, M.D.
Vice President for Health Sciences


WEST VIRGINIA UNIVERSITY HOSPITALS, INC.



Date:
Bruce McClymonds
President


WEST VIRGINIA SCHOOL OF OSTEOPATHIC MEDICINE




Date:
Michael Adelman, D.O.
Dean




EXHIBIT A




Neurosurgery Curriculum for Roland Chalifoux, DO


Attend all Neurosurgery Conferences to include
- Neuropathology Conference
- Spine Conference
- M & M
- Journal Club
- Neurosurgery Didactic Conference
- Epilepsy Conference
- Neurosurgery Case Conference

Rotation in Neuroradiology

Familiarization with frameless stereotactic techniques and gamma knife procedures

Practice neurosurgery in an outpatient clinical setting where non-emergent patients are seen for evaluation both before and after surgical procedures

Participate in making decisions concerning diagnosis and follow-up care with both adult and pediatric patients

Participate as surgical assistant during neurosurgical procedures

Evaluate, with supervision, emergency dept patients

Provide direct and progressively responsible patient management as advancement permits

Complete a research project, either clinical or basic science