Common use of PROVIDER PERSONNEL Clause in Contracts

PROVIDER PERSONNEL. (a) Dentist Personnel. Provider shall retain, as a Provider Expense ----------------- and not as a Clinic Expense, that number of dentists during the Term which are necessary and appropriate, in Provider's sole discretion after consultation with Service Company, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold and maintain a valid and unrestricted license to practice dentistry in the State of Wisconsin, including without limitation any licenses required for the provision of any specialty dental services, together with all necessary or appropriate board or other certifications. Throughout the Term, Provider shall enter into and maintain a written employment agreement substantially in the form of Exhibit D for all dentists now and hereafter employed by Provider; provided that Provider shall, throughout the Term, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of or Policy Board member designated by Provider; and provided further that Provider shall, immediately upon execution of this agreement, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on Exhibit E. Throughout the Term, Provider shall enter into and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. Provider shall be responsible for paying the compensation and benefits as applicable, for all dentists and any other dentist personnel or other contracted or affiliated dentists, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between Provider and each dentist. Service Company shall neither control nor direct any dentist in the performance of Dental Care for patients. Provider shall provide to Service Company evidence of such licensing, certifications, and other credentials of the dentists retained by Provider as Service Company may request from time to time.

PROVIDER PERSONNEL. (a) Dentist Personnel. Provider shall retain, as a Provider Expense and ----------------- and not as a Clinic Expense, that number of dentists during the Term which are necessary and appropriate, in Provider's sole discretion after consultation with Service Companydiscretion, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold and maintain a valid and unrestricted license to practice dentistry in the State of WisconsinMinnesota, including without limitation any licenses required for the provision of any specialty dental services, together with all necessary or appropriate board or other certifications. Throughout the Term, Provider shall enter into and maintain a written employment agreement substantially in the form of Exhibit D for all dentists now and hereafter employed by Provider; provided that that: (i) Provider shall not be obligated to enter into an employment agreement in the form of Exhibit D with any dentist whose employment agreement was assigned by Service Company to Provider contemporaneous with the execution of this agreement, so long as such dentist's employment agreement remains in effect; (ii) Provider shall, throughout the Term, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of of, or Policy Board member designated by by, Provider; and provided further that (iii) Provider shall, immediately upon execution of this agreement, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on in Exhibit E. Throughout the Term, Provider shall enter into and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. Provider shall be responsible for paying the compensation and benefits as applicable, for all dentists and any other dentist personnel or other contracted or affiliated dentists, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between Provider and each dentist. Service Company shall neither control nor direct any dentist in the performance of Dental Care for patients. Provider shall provide to Service Company evidence of such licensing, certifications, and other credentials of the dentists retained by Provider as Service Company may request from time to time.

PROVIDER PERSONNEL. (a) Dentist Personnel. Provider shall retain, as a Provider Expense ----------------- and not as a Clinic Expense, that number of dentists during the Term which are necessary and appropriate, in Provider's sole discretion after consultation with Service Companydiscretion, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold and maintain a valid and unrestricted license to practice dentistry in the State of WisconsinMinnesota, including without limitation any licenses required for the provision of any specialty dental services, together with all necessary or appropriate board or other certifications. Throughout the Term, Provider shall enter into and maintain a written employment agreement substantially in the form of Exhibit D for all dentists now and hereafter employed by Provider; provided that that: (i) Provider shall not be obligated to enter into an employment agreement in the form of Exhibit D with any dentist whose employment agreement was assigned by Service Company to Provider contemporaneous with the execution of this agreement, so long as such dentist's employment agreement remains in effect; (ii) Provider shall, throughout the Term, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of of, or Policy Board member designated by by, Provider; and provided further that (iii) Provider shall, immediately upon execution of this agreement, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on in Exhibit E. Throughout the Term, Provider shall enter into and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. Provider shall be responsible for paying the compensation and benefits as applicable, for all dentists and any other dentist personnel or other contracted or affiliated dentists, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between Provider and each dentist. Service Company shall neither control nor direct any dentist in the performance of Dental Care for patients. Provider shall provide to Service Company evidence of such licensing, certifications, and other credentials of the dentists retained by Provider as Service Company may request from time to time.

PROVIDER PERSONNEL. The Provider will maintain Employment numbers and costs within the agreed and approved limits as set out in Schedule 9 (aStaffing). The Provider, if required, will comply with its obligations in respect of Employment Monitoring Returns set out in Schedule 9 (Staffing) Dentist Personneland the provisions of relevant HSE HR Circulars (including without limitation HSE HR Circular 01/2006; the Health Service Personnel Census 2007; HSE HR Circular 04/2007 (copies of which have been received by the Provider) and subsequent replacements or amendments thereto from time to time. The Provider agrees that it shall retainemploy, contract, engage or accept, as a Provider Expense ----------------- and not as a Clinic Expensepart of the provision of the Services, that number of dentists during the Term which are necessary and appropriateonly such persons who: are, in Provider's sole discretion after consultation with Service Companywhere an appropriate registration scheme exists, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold registered, and maintain a current valid registration, with the appropriate statutory registration body; possess the appropriate qualifications, experience and unrestricted license skills to practice dentistry in perform the duties required of them; and are covered by appropriate State of Wisconsin, including without limitation any licenses required Indemnity for the provision of the Services and/or are members of a professional indemnity defence organisation or equivalent where appropriate. In relation to the recruitment, promotion and retention of persons with professional qualifications obtained abroad, the Provider shall observe Directive 2005/36/EC; relevant statutory instruments on the recognition of professional qualifications (as further detailed in Schedule 2 (Quality and Safety)) and administrative arrangements in respect of such qualifications outside the scope of the Directive and shall not engage or promote any specialty dental servicesindividual unless and until the Provider is satisfied that person's qualifications are recognised by the relevant competent authority for the purposes of, together or in connection with, the provision of Services under this Arrangement. The Provider will adhere to Government policy in relation to pay in respect of all Direct Provider Personnel, including adherence to the consolidated salary scales and the Department of Health Circular 11/2013 on Health Sector Pay Policy (as may be updated, amended or replaced from time to time) and is not authorised to pay salaries in excess of the consolidated scales for approved grades, except where explicitly authorised by the Department of Health and/or the Department of Public Expenditure and Reform. The Provider shall ensure that all Provider Personnel involved with the provision of the Services: receive appropriate orientation and induction and proper and sufficient training and instruction in the execution of their duties; and receive full and detailed appraisal and support in terms of performance and on-going education and training in accordance with the standards of their relevant professional body if any. The Provider will adhere to best industry standards in relation to the recruitment and selection (as the case may be) of Provider Personnel and will keep appropriate records of all applications, selection processes references and contracts of employment where applicable. Where the Provider is engaged in activity with access to children and vulnerable people, the Provider will agree with the Executive the categories of persons which are to be subject to the vetting process by An Garda Síochána, and/or subject to equivalent criminal background checks in respect of persons who have resided outside of Ireland. The Provider as the employer must be satisfied with and is responsible for the suitability of all persons employed by it. The Provider shall promptly take all necessary steps to investigate fully any allegation by any person of illegal, wrongful or inappropriate behaviour towards a Service User, whether by act or omission, by any member of Provider Personnel or any sub-contractor. In the event of any member of Provider Personnel having behaved illegally, wrongfully or inappropriately, whether by act or omission, or any allegation or complaint being made to the Provider that any such person has behaved in such a manner towards a Service User, the Provider shall take all necessary actions (including disciplinary actions where appropriate) in respect of such persons to ensure safety and protection of the Service User and Service Users generally and shall report the matter to the Executive and all relevant authorities including the State Claims Agency and/or their insurer. The Provider will comply with all necessary legal requirements and national guidelines issued by any Government Department or appropriate board the Executive in respect of child protection and protection of vulnerable adults and shall comply with all reporting procedures in respect of suspected or other certificationsactual abuse and shall notify the Executive of any reports and report to the State Claims Agency and/or their insurer. Throughout the Term, The Provider shall enter into endeavour to ensure that the performance of its Provider Personnel complies with: the terms and maintain a written employment agreement substantially conditions of this Arrangement; the professional standards current in the form of Exhibit D for all dentists now and hereafter employed by Provider; provided that Provider shall, throughout the Term, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of or Policy Board member designated by ProviderHealth & Personal Social Services Sectors; and provided further that Provider shall, immediately upon execution the standards of this agreement, enter into performance expected of them; and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on Exhibit E. Throughout the Term, Provider shall enter into monitor compliance and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. take remedial action promptly where there is any non-compliance. The Provider shall be responsible for paying making all statutory deductions in respect of its remuneration of its Direct Provider Personnel and remitting such deductions in a timely manner to the compensation relevant authorities. The Provider shall procure that sub-contractors and benefits as applicable, agents shall be responsible for making all dentists and any other dentist personnel or other contracted or affiliated dentists, and statutory deductions in respect of their employees. The Provider assumes full responsibility for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf the actions of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between its Provider and each dentist. Service Company shall neither control nor direct any dentist Personnel engaged in the performance of Dental Care the Services and shall be fully responsible for patientstheir acts or omissions, supervision, co-ordination and integration, daily directions and controls, payment and all matters relating to their employment, engagement and work. This Arrangement is a contract for services between the Executive and the Provider. Any Provider Personnel involved in the provision of the Services shall in all respects be the responsibility of the Provider and not of the Executive. The Executive and the Provider hereby agree that for the Duration of this Arrangement it remains their intent that neither Direct Provider Personnel nor Indirect Provider Personnel shall be, nor deemed to be, employees of the Executive for any purpose or in any circumstance and the Provider shall provide hold the Executive harmless in respect of all such persons. The Provider shall fully observe and comply with the provisions of all applicable employment/labour law both statutory and common law and regulations as are applicable to Service Company evidence of such licensing, certificationsits Direct Provider Personnel or to the Services including, and other credentials without limitation, any Employment Regulation Orders made pursuant to Section 43 of the dentists retained Industrial Relations Act 1946 or employment agreements registered pursuant to Section 27 of the Industrial Relations Act 1946. The Provider shall procure that sub-contractors and agents shall similarly comply. The Provider will indemnify the Executive in respect of all losses, damages, claims, costs (including legal costs) and professional and other expenses of any nature whatsoever incurred or suffered as a result of any breach of the provisions of this Clause 17, including, without limitation any claim made or threatened, whether by legal proceedings or otherwise, against the Executive by any third party (including the Revenue Commissioners) on the grounds that any member of the Provider Personnel under or for the purposes of this Arrangement or for the purpose of providing or assisting in the provision of the Services is or was or is deemed to be or have been an employee of the Executive. The Provider will co-operate with programmes/projects in the area of professional education, training and research as Service Company may request be agreed with the Executive from time to time. The Provider will consult with the Executive in the appointment and related remuneration package of the Chief Executive Officer and Senior Management Team or equivalent.

PROVIDER PERSONNEL. 17.1 For the avoidance of doubt, all Provider Personnel, including those involved in the provision of the Services, shall in all respects be the responsibility of the Provider and not of the Executive. The Executive and the Provider hereby agree that, for the Duration of this Arrangement, it remains their intent that neither Direct Provider Personnel nor Indirect Provider Personnel shall be, nor deemed to be, employees of the Executive for any purpose or in any circumstance and the Provider shall indemnify the Executive in respect of all such persons. 17.2 The Provider agrees that it shall employ, contract, engage or accept, as part of the provision of the Services, only such persons who: (a) Dentist Personnel. Provider shall retainare, as a Provider Expense ----------------- and not as a Clinic Expensewhere an appropriate registration scheme exists, that number of dentists during the Term which are necessary and appropriateregistered, in Provider's sole discretion after consultation with Service Company, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold and maintain a current valid registration, with the appropriate statutory registration body; (b) possess the appropriate qualifications, experience and unrestricted license skills to practice dentistry in perform the State duties required of Wisconsin, including without limitation any licenses required them; and (c) are covered by appropriate indemnity/ insurance for the provision of the Services and/or are members of a professional indemnity defence organisation or equivalent where appropriate. 17.3 In relation to the recruitment, promotion and retention of persons with professional qualifications obtained abroad, the Provider shall observe Directive 2005/36/EC as amended by Directive 2013/55/EU (the “2005 Directive”), relevant statutory instruments on the recognition of professional qualifications and administrative arrangements in respect of such qualifications outside the scope of the 2005 Directive and shall not engage or promote any specialty dental servicesindividual unless and until the Provider is satisfied that person’s qualifications are recognised by the relevant competent authority for the purposes of, together or in connection with, the provision of Services under this Arrangement. 17.4 The Provider shall ensure that all Provider Personnel involved with the provision of the Services: (a) receive appropriate orientation and induction and proper and sufficient training and instruction in the execution of their duties; and (b) receive full and detailed appraisal and support in terms of performance and on-going education and training in accordance with the standards of their relevant professional body if any. 17.5 The Provider will adhere to best industry standards in relation to the recruitment and selection (as the case may be) of Provider Personnel and will keep appropriate records of all applications, selection processes references and contracts of employment where applicable. 17.6 Where the Provider is engaged in relevant work, as that term is defined in National Vetting Bureau (Children and Vulnerable Persons) Acts 2012 to 2016, the Provider will agree with the Executive the categories of persons which are to be subject to the vetting process by An Garda Síochána, and/or subject to equivalent and/or additional criminal background checks and/or police clearance checks in respect of persons who have resided outside of Ireland for a period greater than six months. The Provider as the employer must be satisfied with and is responsible for the suitability of all persons employed by it. (a) The Provider shall promptly and in any event in accordance with any time limits set by statute take all necessary steps to investigate fully any allegation by any person of illegal, wrongful or appropriate board inappropriate behaviour towards a Service User, whether by act or omission, by any member of Provider Personnel or any sub-contractor, by any individual who is a volunteer in the Provider organisation, or any other certifications. Throughout individual who is or was a member of an administrative, management or supervisory body of the TermProvider. (b) In the event of any member of Provider Personnel having behaved illegally, wrongfully or inappropriately or in breach of any of the relevant policies or procedures of the Provider, whether by act or omission, in respect of a Service User, or the Provider becoming aware of any allegation or complaint that any such person has behaved in such a manner towards a Service User, the Provider shall enter into take all necessary actions (including disciplinary actions where appropriate) in respect of such persons to ensure safety and maintain a written employment agreement substantially protection of the Service User and Service Users generally and shall report the matter to the Executive and all relevant authorities, including the State Claims Agency and/or their insurer. 17.8 The Provider shall endeavour to ensure that the performance of its Provider Personnel complies with: (a) the terms and conditions of this Arrangement; (b) the professional standards current in the form health and personal social services sectors; and (c) the standards of Exhibit D for all dentists now performance expected of them; (d) and hereafter employed by Provider; provided that Provider shall, throughout the Term, enter into shall monitor compliance and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter take remedial action promptly where there is either an executive officer (at a level of vice president or above) of or Policy Board member designated by Provider; and provided further that Provider shall, immediately upon execution of this agreement, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on Exhibit E. Throughout the Term, Provider shall enter into and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. any non- compliance. 17.9 The Provider shall be responsible for paying the compensation and benefits as making all statutory deductions (or, where applicable, directing the making of) in respect of its remuneration of its Direct Provider Personnel and remitting such deductions in a timely manner to the relevant authorities. The Provider shall procure that sub-contractors and agents shall be responsible for making all dentists and any other dentist personnel or other contracted or affiliated dentistsstatutory deductions in respect of their employees. 17.10 The Provider assumes full responsibility for the actions of its Provider Personnel, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between Provider and each dentist. Service Company shall neither control nor direct any dentist including those engaged in the performance of Dental Care the Services, and shall be fully responsible for patients. their acts or omissions, supervision, co-ordination and integration, daily directions and controls, payment and all matters relating to their employment, engagement and work. 17.11 The Provider shall provide fully observe and comply with the provisions of all applicable employment/labour law both statutory and common law and regulations as are applicable to Service Company evidence of such licensing, certificationsits Direct Provider Personnel or to the Services including, and other credentials without limitation, any Employment Regulation Orders made pursuant to Section 43 of the dentists retained Industrial Relations Act 1946 or employment agreements registered pursuant to Section 27 of the Industrial Relations Act 1946 or Sectoral Employment Orders in accordance with Section 17 of the Industrial Relations (Amendment) Act 2015. The Provider shall procure that sub-contractors and agents shall similarly comply. 17.12 The Provider will indemnify the Executive in respect of all losses, damages, claims, costs (including legal costs) and professional and other expenses of any nature whatsoever incurred or suffered as a result of any breach of the provisions of this Clause 17 including, without limitation any claim made or threatened, whether by legal proceedings or otherwise, against the Executive by any third party (including the Revenue Commissioners) on the grounds that any member of the Provider Personnel under or for the purposes of this Arrangement or for the purpose of providing or assisting in the provision of the Services is or was or is deemed to be or have been an employee of the Executive. 17.13 The Provider will co-operate with programmes/projects in the area of professional education, training and research as Service Company may request be agreed with the Executive from time to time. 17.14 The Provider shall have regard to the Department of Health Circular 11/2013, as may be updated, amended or replaced from time to time and all requirements of Government pay policy as may be notified to the Provider from time to time in respect of remuneration of senior employees and officers of the Provider. 17.15 The Provider will consult with the Executive in the appointment and related remuneration package of the Chief Executive Officer and Senior Management Team or equivalent.

PROVIDER PERSONNEL. (a) Dentist PersonnelFor the avoidance of doubt, this Arrangement is a contract for services between the Executive and the Provider and any Provider Personnel involved in the provision of the Services shall in all respects be the responsibility of the Provider and not of the Executive. The Executive and the Provider hereby agree that for the Duration of this Arrangement it remains their intent that all Provider Personnel shall not be, nor deemed to be, employees of the Executive for any purpose or in any circumstance and the Provider shall retainhold the Executive harmless in respect of all such persons. The Provider agrees that it shall employ, contract, engage or accept, as a Provider Expense ----------------- and not as a Clinic Expensepart of the provision of the Services, that number of dentists during the Term which are necessary and appropriateonly such persons who: are, in Provider's sole discretion after consultation with Service Companywhere an appropriate registration scheme exists, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold registered, and maintain a current valid registration, with the appropriate statutory registration body; possess the appropriate qualifications, experience and unrestricted license skills to practice dentistry in perform the State duties required of Wisconsin, including without limitation any licenses required them; and are covered by appropriate indemnity insurance for the provision of any specialty dental servicesthe Services and are members of a professional indemnity defence organisation or equivalent where appropriate. In relation to the recruitment, together promotion and retention of persons with all necessary or appropriate board or other certifications. Throughout professional qualifications obtained abroad, the Term, Provider shall enter into observe Directive 2005/36/EC; relevant statutory instruments on the recognition of professional qualifications (as further detailed in Schedule 2 (Quality and maintain a written employment agreement substantially Safety)) and administrative arrangements in respect of such qualifications outside the scope of the Directive and shall not engage or promote any individual unless and until the Provider is satisfied that person's qualifications are recognised by the relevant competent authority for the purposes of, or in connection with, the provision of Services under this Arrangement. The Provider shall ensure that all Provider Personnel involved in the form provision of Exhibit D for all dentists now the Services: receive appropriate orientation and hereafter employed by Provider; provided that Provider shall, throughout the Term, enter into induction and maintain a written employment agreement substantially proper and sufficient training and instruction in the form execution of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of or Policy Board member designated by Providertheir duties; and provided further that Provider shall, immediately upon execution receive full and detailed appraisal and support in terms of this agreement, enter into performance and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on Exhibit E. Throughout the Term, Provider shall enter into on-going education and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. Provider shall be responsible for paying the compensation and benefits as applicable, for all dentists and any other dentist personnel or other contracted or affiliated dentists, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals training in accordance with the written agreement between standards of their relevant professional body if any. The Provider will adhere to best practice standards in relation to the recruitment and each dentistselection of Provider Personnel and will keep appropriate records of all applications, selection processes, references and contracts of employment. Service Company shall neither control nor direct any dentist Where the Provider is engaged in activity with access to children and vulnerable people, the performance Provider will agree with the Executive the categories of Dental Care for patientspersons which are to be subject to the vetting process by An Garda Síochána, and/or subject to equivalent criminal background checks in respect of persons who have resided outside of Ireland. Provider shall provide to Service Company evidence of such licensing, certifications, and other credentials of the dentists retained by The Provider as Service Company may request from time to timethe employer must be satisfied with and is responsible for the suitability of all persons employed by it.

PROVIDER PERSONNEL. (a) Dentist Personnel. Provider shall retain, as a Provider Expense and ----------------- and not as a Clinic Expense, that number of dentists during the Term which are necessary and appropriate, in Provider's sole discretion after consultation with Service Company, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold and maintain a valid and unrestricted license to practice dentistry in the State of Wisconsin, including without limitation any licenses required for the provision of any specialty dental services, together with all necessary or appropriate board or other certifications. Throughout the Term, Provider shall enter into and maintain a written employment agreement substantially in the form of Exhibit D for all dentists now and hereafter employed by Provider; provided that Provider shall, throughout the Term, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of or Policy Board member designated by Provider; and provided further that Provider shall, immediately upon execution of this agreement, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth on Exhibit E. Throughout the Term, Provider shall enter into and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. Provider shall be responsible for paying the compensation and benefits as applicable, for all dentists and any other dentist personnel or other contracted or affiliated dentists, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between Provider and each dentist. Service Company shall neither control nor direct any dentist in the performance of Dental Care for patients. Provider shall provide to Service Company evidence of such licensing, certifications, and other credentials of the dentists retained by Provider as Service Company may request from time to time.