Doctors Express

Unknown

[email protected]

Doctors Express Franchising, LLC is a Maryland limited liability company and was formed on July 7, 2008. Their principal place of business is at 8601 LaSalle Road, Suite 208, Towson, Maryland 21286.

We and our affiliates have, over a considerable time period and with considerable effort, developed an urgent care management system (the "System") relating to the development and management of urgent care centers. These urgent care centers provide various levels of patient care services provided by a physician which include minor injuries, infections, workers compensation injuries, sports physicals, travel medicine, colds and flu, and much more. Each center will be equipped with several exam rooms, X-Ray Equipment, on-site laboratory, and pharmacy dispensing the most common urgent care medicine. The urgent care centers will use the "DOCTORS EXPRESS" name and Marks (as described below) and be managed according to the System. We refer to these centers as the "Doctors Express Urgent Care Centers" or "DRX Centers". We offer franchises to persons or legal entities that meet our qualifications, and are willing to undertake the investment and effort to own and operate businesses that will manage DRX Centers under the System; we refer to these businesses as "DRX Management Businesses." As further described below, to operate a DRX Management Business, you must enter into a Franchise Agreement with us and a Management Agreement with a "PC" that will own and operate and DRX Center (unless, as further described below under "Waiver of Management Agreement," your DRX Center will be in a state that permits one entity to both manage and operate the DRX Center, including the rendering of medical services by the medical professional of the DRX Center). As further described below, a "PC" is a professional corporation (or similar entity, such as a professional limited liability company, if permitted under local and state laws). We also offer to existing independent operators and managers of urgent care centers the opportunity to convert their current center to a DRX Center which it will manage as a Franchised Business ("Conversion Franchisees"). Conversion Franchisees will sign a Franchise Agreement as well as a Conversion Addendum which will modify the Franchise Agreement provisions to reflect their current business operations. A copy of the Conversion Addendum appears at Exhibit C to this disclosure document. The DRX Management Businesses and the System, have distinctive characteristics. These characteristics currently include providing site selection, construction design, preferred vendors relationship for medical equipment, procedures for monitoring operations and quality of services offered; procedures for management; training and assistance; advertising and promotional programs; business formats, methods, procedures, standards, and specifications. We may periodically change and improve the DRX Management Businesses, DRX Centers, and System. We and our affiliates use, promote, and license certain trademarks, service marks, and other commercial symbols including the marks "DOCTORS EXPRESS" and "DOCTORS EXPRESS & Design" in the operation and management of DRX Centers (the "Marks"). The Marks have gained and will continue to gain public acceptance and goodwill. We may create, use, and license other trademarks, service marks, and commercial symbols for DRX Management Businesses and DRX Centers. If we do, these other marks and symbols will become part of the "Marks." We will loan you, our franchisee, a copy of our Operations Manual. The Operations Manual may include audiotapes, videotapes, compact disks, computer software, other electronic media, information distributed electronically or via the Internet or our extranet (if one is developed), and/or written materials. The Operations Manual contains mandatory and suggested specifications, standards, operating procedures, and rules that we periodically prescribe for operating a DRX Management Business. These are our "System Standards." The Operations Manual also contains information on a franchisee's other obligations under the Franchise Agreement (as defined below). We may modify the Operations Manual periodically to reflect changes in System Standards and other guidance and requirements regarding the operation and management of a DRX Management Business. We may offer you the opportunity to enter into a franchise agreement ("Franchise Agreement") with us. We will refer to the individuals, corporations, limited liability companies, or general or limited partnerships who will be the franchisee as "you" in this Disclosure Document. Under the Franchise Agreement we will· grant you the right and license (the "Franchise") to operate a DRX Management Business (also referred to in this Disclosure Document as the "Franchised Business"). You, as franchisee will manage a DRX Center, under the System, at a location identified in the Franchise Agreement (the "Premises"). You, as franchisee, will construct or build-out the DRX Center for use by the PC. The Premises will be in an area identified under the Franchise Agreement (the "Territory). The Franchise Agreement will be for a term beginning on the Effective Date of the Franchise Agreement and expiring 15 years from the Effective Date of the Franchise Agreement (the "Initial Term"). You must operate the Franchised Business in the Territory. You must use the System in operating your Franchised Business. You must at all times perform your obligations under the Franchise Agreement faithfully, honestly, and diligently, and use your best efforts to promote the Franchised Business. You must locate the DRX Center and operate the DRX Management Business at an approved location. The Premises will be identified as part of our site selection and approval process, in accordance with the terms of the Site Selection Addendum (which is Exhibit B to the Franchise Agreement), and is described in Item 11 below. You will be responsible for securing a lease for the Premises and the developing the DRX Center that you will manage according to our standards and specification for DRX Centers. This is described in Item 11 below and in Section 2 of the Franchise Agreement. The DRX Center will be operated by one or more physicians licensed to provide medical and urgent care services in the state in which the DRX Center is located. We expect that these physicians will form a PC, which is a professional corporation ( or similar entity, such as a professional limited liability company, if permitted under local and state laws) to own and operate and DRX Center. In addition to signing the Franchise Agreement with us, before you begin operating the Franchised Business, you must enter into a management agreement ("Management Agreement") with the PC (except as described below under "Waiver of Management Agreement"). If permitted by state and local law, the PC may be the same entity as your franchisee entity or have the same owners. Under the Management Agreement, you will provide the PC with management and administrative services and support consistent with the System to support the PC's urgent care practice and its delivery of urgent care services and related products to urgent care patients at a DRX Center, consistent with all applicable laws and regulations. You must use our applicable standard form of Management Agreement (Exhibit B-1 of this Franchise Disclosure Document is the form for all states other than California, Florida, Illinois and New York, and Exhibit B-2 is for use in Florida, Illinois and New York, and Exhibit B-3 is for use in California), however, you inay negotiate the monetary terms and, with our written consent, certain other terms of the relationship with the PC. You must obtain our written approval of the final Management Agreement prior to signing it with the PC. We must also approve the PC candidate. If you are not able initially to find a suitable urgent care physician or physicians to create, own and staff the PC, we will attempt to help you find a suitable PC. You must have a Management Agreement in effect with a PC at all times during the operation of the Franchised Business and the Initial Term of this Agreement (except as described below under "Waiver of Management Agreement"). The PC will employ and control the general urgent care physicians and the specialty medical physicians and personnel (including, for example, nurses, X-ray .technicians, and medical receptionists and, together with the general practitioners, collectively, the "Affiliated Physicians") and the other urgent care professionals who will provide the actual urgent care services required to be delivered at and through the DRX Center. You may not provide any actual urgent care or medical services. nor will you supervise. direct, control or suggest to, the PC or its physicians or employees the manner in which the PC provides or may provide medical or urgent care services to its patients ( except as described below under "Waiver of Management Agreement"). Due to various federal and state laws regarding the practice of medicine, and the ownership and operation of medical practices and health care businesses that provide medical and urgent care services, it is critical that you, as franchisee, do not engage in practices that are, or may appear to be, the practice of medicine (except as described below under "Waiver of Management Agreement"). The PC must offer all urgent care services in accordance with the Management Agreement and the System. Except for limited situations (described in Item 12 and in Sections 1.3, 1.4, and 1.5 of the Franchise Agreement), and provided that you are in full compliance with this Agreement, we and our affiliates will not operate or grant a franchise for another DRX Management Business that will manage a DRX Center at a location within the Territory during the term of the Franchise Agreement. The Territory is further described in Item 12 of this Disclosure Document and in the Franchise Agreement.