MEMBERSHIP I PROSPECTUS

THE PROGRAM

Since its inception, M & Ms Institute for Practice Development has established itself as the leading platform to help hundreds of the countrys preeminent leading Chiropractic practices to effectively deal with their most complex business challenges so they can achieve great things. The Institute brings the best of M & Ms thought leadership and innovative solutions exclusively to its members through a robust and proactive practice management platform. Members avail themselves of M & Ms professional expertise and administrative efficiencies to effectively leverage critical knowledge to the most trusted firm in the country to manage, respond, and even anticipate the needs of entrepreneurial Chiropractic professionals.

The Membership Experience

Membership is the embodiment of our service culture. But the success of our program can be traced to the investment we make after each time a member joins us and the initial Personal Injury 105 program is completed. This means immersing ourselves in their business and spending the time it takes to really get to know whats important to them. Behind the scenes, were collecting data points so that we not only can get a deep understanding of their business, but where we can also take the wheel and drive. We know that its a different approach; but the dividends come later as we are able to not only manage, but anticipate the needs of each one of our members. Proactive Communications. Through an ongoing stream of customized communications, we connect with our members constantly about important issues that are pertinent to their practice and couple those interactions with innovative solutions developed by M & M. Our goal is to furnish context and design solutions that take the resolution of that issue as far as predictable, short of us arriving on-site. To ensure that our proactive communications are sticking, we check-in each quarter with our members team. During that check-in we test the comprehension of our prior communications, discuss those issues that out members hadnt called us about, and backup to reflect on the bigger picture on where we have been, and where we are headed. Some of our members simply rely upon our proactive guidance but others want to see beyond. And for them, we keep them ahead of the curve with developing and ongoing challenges in business. This information stream allows our members to see in on how these issues evolve and begin to anticipate potential effects on their business. We know our members pay attention to what we have to say. So, we furnish opinions, ideas, and commentary, on a wide range of issues effecting out members including, but not limited to technology, business practices, practice management, and efficiency. And, since so many of the ideas are shaped by our members, it drives our conversations. Responsive and Collaborative Consulting. Of course we cannot anticipate all of the issues that may arise with our members practice. Thats where they insist they bring us in. We counsel on issues triggered by our members on, not only practice development, but risk management, growth, and best practices. Our members also may rely upon us to collaborate with third parties and other industry professionals. We are constantly working hard to bridge the distance between us. Members communicate with us by email, phone, and fax. We pride ourselves on transparency, and have a workflow process that supports the time tracking, and levels of support provided to our members. This ensures that our members get the attention they deserve.

Membership Levels to Fit the Varying Needs of Our Members

All of our membership programs are available by invitation only to independent practices. And while the enclosed Schedule of Member Benefits further describes the services we furnish to our members at each tier of membership, here is our overview:

Limited Membership is available to practices that want to avail themselves to our rich, live and web-based programming, and events along with a steady flow of information about developments within the chiropractic industry. Limited members then implement their own program based largely on the knowledge we share. And when they need a hand, M&M is there to help on an hourly rate basis.

Full Membership includes all features of our Limited tier of membership with the addition of proactive and transparent services. Specifically, features of the Full tier of membership include Member Roundtable webinars, proactive business development solutions, and customized notifications to navigate the firm through a sound program. Quarterly check-in calls to assess comprehension and adherence to the firms program. Integration into our workflow by using our online portal, where our recordings are made available. Last, but not least, Full membership includes a base package of consulting hours to use for the services that are most valuable to their firm.

Premier Membership continues to evolve to meet challenging needs of our members while remaining the epitome of an integrated, yet outsourced business development department. Under an inclusive, value driven, fixed fee engagement, Premier members avail themselves to our array of services without concern that our interactions are constrained by fees.

Unsurpassed Qualifications Drive Remarkable Solutions

Beyond the business processes and strong technology that the Institute for Practice Development is built upon, it is the quality of our professionals that makes M&M truly a special partner. Intent on avoiding the next available operator effect that has plagued countless consulting relationships. M&M has imposed the most rigorous qualification standards and ongoing training in the industry.

Exclusive Access to Exceptional Resources

While there are many similarities among our members, what makes our work so intriguing are those differences that define them. Each member has access to a wealth of resources that they can tap into depending upon their interest. Of course, our analysis is deep. We cover more than 50 industry specific publications each month so you dont have to. Each month, we also meet to discuss them and offer our analysis and insight in our Physician Squawk Box. Some members download the podcast each month and listen in at their leisure, while others suffer from information overload and leave it to our discretion on what to do with that information. We relish our role as trusted advisor to so many who, themselves, are trusted advisors. M&M leverages its membership for the benefit of its members by arranging for discounts and access to leading service providers as yet another benefit to membership. Whatever resources tickle your fancy, they are for the taking. Our exclusive line-up of top professional partners where M&M has negotiated discounts for our members include, but are not limited to; 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) Chiropractic Consignment 5 Star Billing Services Metro Marketing ChiroWrite CE4U Alleon Capital Ricochet Digital XRS Medical The National HealthCare Law Firm Action Potential Holdings

Earning our role as a Trusted Advisor

If you havent noticed within the first few pages, we are quite proud of what we do; both what we have accomplished thus far and what we are developing. We come to work each and every day with a single purpose. To empower the countrys preeminent entrepreneurial Chiropractic physicians to do great things And our mission is no less clear:

To deliver trusted consulting solutions and innovative solutions to the complex business challenges faced by independent practices, all within an extraordinary service platform
Despite the distance between us, our members think of us as an extension of their practice. And we dont accept anything less. We put the best people to work, delivering the highest quality services on the most advanced platform for the benefit of our members. We take a truly proactive approach to our responsibilities and are vigilant about our overall commitment to their success. We know from their success comes ours. We then take all of what we have done and package it around a predicable fee arrangement. This is a special program, one which has the unique qualities of a team and cooperative environment with the flexibility of an outsourced and independent arrangement. We take our responsibility very seriously and realize that the onus is on us to deliver real value to each of them every day. It is a program where we enjoy an exceptional relationship with each of our members and look forward to earning and maintaining a position as their most trusted advisor.

Levels of Membership Proactive Communications

Proactive Solutions: Customized electronic notifications sent every few weeks providing notification of pertinent issues along with solutions, including tools, resources, advice. Check-In: Quarterly status calls to assess comprehension and adherence to program. Ahead of the Curve: An email distribution designed to keep members ahead of the curve and inform them of developing and evolving industry issues.

Limited

Full

Premier

X X

NOT INCLUDED

3 HOURS PQ

UNLIMITED

Responsive Consulting
Business Consulting Risk and liability Consulting Research Services

X not available

Collaborative Consulting
Consultations with employee/third party business partners Consultations with industry professionals regarding potential alliances and/or marketing arrangements Consultations with service providers to identify business needs/efficiencies

included

included up to 3 cumulative hours

available for additional fee

Levels of Membership Resources

Advisor Squawk Box: A listen in to our monthly kickoff session where we update one another on M&M and industry developments with a focus on personal injury. M&In: Our internal portal allowing our members to integrate seamlessly into our workflow by logging in, searching for an abundance of knowledge, and shaping a development pipeline. In the loop: Our subscription service allows members an easy way to simultaneously subscribe its personnel to numerous industry publications. Presentations and outlines to assist members to train its personnel on the firms business programs

Limited

Full

Premier

30% 30% Annual

Relationship Management
Annual review of engagement Discount applied on the other products and services offered by M&M Membership fee discount for related Chiropractic physicians Terms of Membership

none none Annual

10% 10% Annual

Terms and Conditions

You agree to promptly review all of our communications. Upon your review, you further agree to take any requested action (including responding to us) and/or advising us of any questions you may have. All notices and other communications under this Agreement will be in writing and shall be considered given (a) upon delivery, if delivered in person or by overnight courier, or (b) upon acknowledgement of receipt, if delivered electronically or facsimile. A party may change its contact information by sending proper notice to the other party.

order or other remedy is not obtained, or the party waives compliance with the provisions of this paragraph, the disclosing party will furnish only that portion of the other partys confidential information which the disclosing party is legally required to disclose. The disclosing party will not oppose action by the non-disclosing party to obtain an appropriate protective order or other reliable assurance that the protected information will receive confidential treatment. All copyrighted materials made available by us are licensed to you on a non-exclusive, limited use basis. The license will immediately terminate with no further action required by us upon your breach of this agreement. A breach of this paragraph will result in irreparable harm to the non-defaulting party and such party cannot be reasonably or adequately compensated in damages. Therefore, the non-defaulting party will be entitled to equitable remedies, including injunctive relief without the necessity of posting a bon, to prevent a breach or prospective breach and to secure enforcement thereof, in addition to any other relief or award. This paragraph will survive any termination of this agreement. Liability and Indemnification. M&M and its affiliates will not be liable for any occurrences beyond its control, which may result in filing, service and processing delays. Under no circumstances will M&M or any of its affiliates be liable for any special, punitive or consequential damages that result from the services or any delay or denial of any document filed or submitted on your behalf. You will indemnify and hold harmless M&M and its affiliates from and against any and all claims, damages, liabilities, losses and costs, and M&M and its affiliates may suffer (whether as a witness or a party), which relate to, or result from (a) your negligence or willful misconduct (b) your breach of the agreement, or (c) M&Ms reliance on any information pertaining to you or your attorney, accountant or affiliates. Miscellaneous. This agreement constitutes the entire agreement between you and us and supersedes all prior oral and written agreements for respect to the services and the

Modification. You will abide by the policies and procedures that we advise you of in connection with the services. We may modify this agreement and our policies and procedures upon notice to you. The modifications will become effective on the date specified unless you provide us with notice of termination within 30 days of our notice to you. If you choose to terminate the agreement, the termination date shall be as set forth to the term and termination section hereof and the terms and conditions then in effect will continue until such termination date. Protected Information. The protected information of a party is the confidential and proprietary information and the trade secret property of the party. Each party will (a) hold the protected information of the other party in strictest confidence, (b) not disclose or allow the protected information to be disclosed , directly or indirectly, to any person or entity other than affiliates of a party who are required to have access to the information in connection with the services, and (c) not use the protected information for its own benefit(other than the connection with these services) or the benefit of any third party, without the prior written consent of a principal executive office of the other party. If a party becomes legally compelled to disclose any protected information of the other party, such party will provide the other party with prompt prior notice of the requirement so that the party whose information is sought may seek a protective order or other appropriate remedy. If a protective

subject matter hereof. No representation inducement or condition not set forth in this agreement these terms and conditions shall prevail. The words include or includes or including will be deemed to be followed by the words without limitation. Paragraph headings have been inserted for reference only and will not be deemed to limit or otherwise affect any of the terms or provisions of this agreement. No failure by a party to exercise any right, power, or privilege under this agreement will operate as a waiver thereof. No waiver by any party of any deviation from or breach of this agreement will be deemed to be a waiver of any other deviation or breach. This agreement may be executed in one or more counterparts, all of which together will constitute the same agreement. This agreement may be executed by actual, electronic or facsimile signature. Our acceptance may alternatively be confirmed by email or other electronic communication without signature. If any provision of this agreement is deemed to be invalid, unenforceable or prohibited by the laws of the state or jurisdiction where it is to be performed, this agreement will be considered divisible as to the provision and the provision will be inoperative in such state or jurisdiction and will not be part of the consideration moving either of the parties to the other. The remaining provisions of this agreement will be valid and binding and will remain in full force and effect as though the provision was not included. This agreement is binding upon and inures to the benefit of the parties and their legal representatives, successors and assigns. Any dispute or disagreement under this agreement will be governed by the internal laws of the State of New Jersey. Any action or proceeding related to the services of this agreement will be brought and determined in a court in State of New Jersey and in no other forum. The parties hereby irrevocably submit to the jurisdiction of any court having jurisdiction in Ocean County, New Jersey. The prevailing party in any action or proceeding will be entitled to reasonable attorneys fees and expenses.