AHD-LEGAL-002 — Medical Director Services Agreement
Avina Home Detox LLC Status: DRAFT v0.1 (counsel to finalise) Date: 24/04/2026 Parties: Avina Home Detox LLC (“Company”) and Elizabeth Mortazavi MD (“Medical Director”)
1. Recitals
WHEREAS the Company is a California limited liability company formed to deliver medical detoxification and IV therapy services in the residences of private clients;
WHEREAS the Medical Director is a board-certified physician licensed in California and authorised to prescribe across the relevant federal and state schedules;
WHEREAS the Company desires to engage the Medical Director as the founding Medical Director responsible for clinical governance, protocol authorship, case approval, and physician-of-record duties for all clinical work conducted by the Company;
WHEREAS the Medical Director desires to accept such engagement on the terms set out below;
NOW THEREFORE the parties agree as follows.
2. Engagement and Scope
2.1 Title and Reporting
The Medical Director serves as Chief Medical Officer of the Company, reporting to the Manager (Kelly Mortazavi). The Medical Director is the sole physician of record for the Company unless and until additional physicians are formally engaged.
2.2 Scope of Work
The Medical Director is responsible for, and accountable for:
Protocol governance. Authorship, approval, quarterly review, and annual audit of every clinical protocol the Company uses, including (without limitation) detoxification protocols (alcohol, opioid, benzodiazepine, polysubstance, stimulant) and IV protocols (NAD, glutathione, methylated B-complex, hydration, micronutrient infusions).
Case approval. Review and written approval of every prospective Avina Home Detox case before any clinical work begins. Authority to decline cases on clinical grounds without further review by the Manager.
Prescribing. Issuance of prescriptions for medications administered under Company protocols, in accordance with state and federal law and the Medical Director’s professional judgement.
Physician-of-record duties. Availability by phone and text during the duration of any active case, with response within thirty minutes during clinical hours and within sixty minutes after hours.
Co-signature. Co-signature of nursing notes for cases under the Medical Director’s care, on the cadence required by the Company’s EMR and applicable state law.
Kill-switch authority. Authority to terminate any case at any time on clinical grounds, with no member or Manager veto.
Director of Nursing oversight. Approval of the Director of Nursing’s appointment and ongoing oversight of the nursing workforce’s clinical performance.
Supervision of consulting clinicians. Oversight of the Company’s consulting clinical network where engaged on Company cases.
2.3 Time Commitment
The Medical Director shall devote up to thirty (30) hours per week to Company matters in Year 1, scaling as the case volume requires. The Medical Director may maintain other clinical practice and engagements, provided none materially conflict with the Medical Director’s duties to the Company.
2.4 Standard of Care
The Medical Director shall perform all duties to the standard of care expected of a board-certified physician with the Medical Director’s specialty (Pain Medicine; Physical Medicine and Rehabilitation), in accordance with applicable federal, state, and professional standards.
3. Compensation
3.1 Cash Retainer
| Period | Monthly retainer |
|---|---|
| Year 1 (Months 1-12) | $3,000 |
| Year 2 (Months 13-24) | $7,500 |
| Year 3+ | Negotiated annually with reference to revenue and case volume |
The retainer is paid on the first business day of each month.
3.2 Per-Case Compensation
In addition to the retainer:
- Avina Home Detox case (5-day standard): $1,200 per case
- Avina Home Detox case (7-10 day extended): $1,800 per case
- Avina Home Detox case (custom or high-acuity, longer than 10 days): negotiated per engagement, minimum $3,000
Per-case compensation is paid within 14 days of case completion.
3.3 Equity
The Medical Director receives a 20% non-voting profits interest in the Company, vesting per the Operating Agreement (4-year vesting with 1-year cliff, 25% on the first anniversary, then quarterly).
3.4 Reimbursement
The Company reimburses the Medical Director for: continuing medical education up to $5,000/yr; malpractice premium attributable to Company work (Company’s policy covers); CME-related travel up to $5,000/yr; reasonable out-of-pocket expenses incurred in Company business.
3.5 No-Compete on Compensation Basis
The Medical Director acknowledges that all compensation is for clinical services rendered and is not a payment for referrals. No compensation is structured per referral, per patient referred, or as a percentage of any referral source.
4. Insurance
4.1 Malpractice
The Company maintains professional liability insurance (E&O) of not less than $5,000,000 per claim and $10,000,000 aggregate, naming the Medical Director as a covered insured for all Company-related work.
4.2 Tail Coverage
In the event of termination of this Agreement, the Company maintains tail coverage for the Medical Director for a minimum of seven (7) years from the date of termination.
4.3 Director’s Personal Coverage
The Medical Director may, at the Medical Director’s discretion, maintain personal professional liability coverage for non-Company work. Personal coverage shall not be a substitute for Company coverage on Company matters.
5. Term and Termination
5.1 Initial Term
Three (3) years from the date of execution.
5.2 Renewal
Automatic renewal in one-year increments unless either party gives written notice of non-renewal at least 90 days before the expiration of the then-current term.
5.3 Termination for Cause
Either party may terminate immediately for material breach by the other party, on written notice specifying the breach. Material breach includes (without limitation): loss of medical license, conviction of a felony, sustained breach of professional ethics, repeated failure to perform duties, sustained breach of confidentiality.
5.4 Termination Without Cause
Either party may terminate without cause on 90 days written notice.
5.5 Effect of Termination
On termination: (a) Vested equity remains with the Medical Director. (b) Unvested equity is forfeited unless terminated by the Company without cause, in which case the next vesting tranche accelerates. (c) Tail malpractice coverage is maintained per Section 4.2. (d) The Medical Director cooperates with the orderly transition of cases to a successor Medical Director.
6. Confidentiality and Privacy
6.1 HIPAA
The Medical Director acknowledges that Company patients’ protected health information is governed by HIPAA. The Medical Director is a member of the Company’s HIPAA workforce and is bound by the Company’s HIPAA policies and a Business Associate Agreement where applicable.
6.2 Trade Secrets
The Medical Director shall not disclose, during the term of this Agreement and for five (5) years thereafter, any of the Company’s trade secrets, including (without limitation) protocol formulations, client identities, pricing structures, and business strategy.
6.3 Patient Confidentiality
The Medical Director shall maintain absolute confidentiality with respect to all patients, indefinitely.
7. Compliance
7.1 Anti-Kickback / EKRA
The Medical Director acknowledges and agrees to comply with the federal Eliminating Kickbacks in Recovery Act (EKRA), the federal Anti-Kickback Statute, the Stark Law, and all applicable state analogues. No compensation under this Agreement is paid for referrals.
7.2 Licensure
The Medical Director shall maintain active, unrestricted licensure in California throughout the term, and in any other jurisdiction in which the Medical Director provides clinical services on behalf of the Company.
7.3 DEA Registration
The Medical Director shall maintain active DEA registration covering Schedule II, III, and IV substances throughout the term.
7.4 Continuing Medical Education
The Medical Director shall complete all continuing medical education required to maintain board certification and licensure.
8. Independent Clinical Judgement
The Company affirms that the Medical Director’s clinical judgement is final on all clinical matters. No business interest of the Company shall override or attempt to override the Medical Director’s clinical decisions. The Medical Director’s authority to decline a case, terminate a case, or refuse to prescribe is absolute and not subject to commercial pressure.
9. Intellectual Property
Protocols, training materials, clinical documentation systems, and other clinical intellectual property authored by the Medical Director in the course of Company work are the property of the Company, with a perpetual non-exclusive license back to the Medical Director for personal academic and clinical use.
10. Miscellaneous
10.1 Governing Law
California.
10.2 Dispute Resolution
Mediation first; then JAMS arbitration in Los Angeles County.
10.3 Notices
Written, by email and by certified mail, to the addresses on file.
10.4 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes any prior discussions.
10.5 Amendments
Only by written instrument signed by both parties.
10.6 Severability
If any provision is held unenforceable, the remainder of the Agreement remains in effect.
11. Signatures
For Avina Home Detox LLC: Kelly Mortazavi, Manager Date: ____________
Medical Director: Elizabeth Mortazavi MD Date: ____________
End of v0.1. Counsel to finalise. Insurance riders and Business Associate Agreement attached as separate exhibits on execution.