EXHIBIT 10.3
MANAGEMENT AGREEMENT
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THIS MANAGEMENT AGREEMENT (the "Agreement") shall be effective as of the
day of July, 1997 (the "Effective Date"), and is entered into by and between
Dental Doctor Services, Inc., a Florida Corporation (the " Practice"), and
Dental Practice Administrators, Inc., a Florida Corporation (the "Manager").
W I T N E S S E T H:
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WHEREAS, the Practice is a dental practice with several sites as described
in Schedule A attached hereto and made a part of this Agreement;
WHEREAS, all shareholders of the Practice are dentists licensed in the
State of Florida;
WHEREAS, the Manager and the Manager's principals possess certain skills
and experience required for the performance of the services set forth in this
Agreement;
WHEREAS, the Practice desires to retain the Manager to conduct the
administrative management of the Practice so that the dentists may concentrate
on the delivery of patient care and the practice of dentistry and the Manager
desires to render services to the Practice on the terms and conditions set forth
in this Agreement;
NOW, THEREFORE, in consideration of the premises and of the promises
contained in this Agreement, the parties agree as follows:
1. Term of Engagement. The Practice agrees to engage the services of the
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Manager for the term commencing on the Effective Date and ending forty years
from effective date (the "Term").
2.(a) The Manager's Duties. The Manager shall be responsible for any
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and all matters relating to the operation of the Practice including, but not
limited to, the leasing of rental space where needed, maintenance of the
Practice, staffing and supervision of all staff of Practice (other than the
employment or supervision of the Dentist(s) of the Practice), the purchasing of
all necessary equipment and supplies for the Practice, and the procurement of
necessary insurance for the Practice. At no time during the Term of this
Agreement should the Manager engage, employ, supervise, or in any way interfere
with the professional judgment of the Dentist(s) rendering services at the
Practice to the Practice patients. The parties acknowledge that the Manager is,
and in the future may be, retained to perform similar services for other
businesses which may or may not be competitive with the Business of the
Practice.
(b) The Practice's Duties. The Practice shall be responsible for engaging
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the dentist(s) who will provide dental care at the different Practice sites. The
Practice shall assume all responsibility for the professional practice of
dentistry by all dentists engaged to practice dentistry
at any of the Practice sites. The Practice shall be responsible for all patient
records and the upkeep of licensure and professional liability requirements for
all dentists engaged by the Practice. At all times the Practice shall be
responsible for the dental care and procedures performed at anyone of its sites
without intervention from the Manager and/or any of its principals.
3. Management Fee. The Practice shall pay the compensation of all
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dentists engaged by the Practice. For each calendar month during the Term, all
revenues over and above the funds required to pay the dentists' compensation
shall be transferred to the Manager as its Management Fee.
4. Manager's Representations. The Manager warrants and represents that:
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4.1 The Manager is a corporation duly organized and validly existing
and in good standing under the laws of the State of Florida with the full power
and authority to undertake this Agreement.
4.2 The execution, performance and delivery of this Agreement by the
Manager will not conflict with, nor result in the breach of, the Manager's
Articles of Incorporation, Bylaws or any decree or order of any court or
administrative or governmental body, or any material agreement, document,
indenture or other instrument to which the Manager is a party or by which is
bound.
5. Involuntary Termination. The Manager should have the right to
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terminate this agreement if the Practice fails to comply with its obligations
under this Agreement. The Practice shall have the right to terminate this
Agreement and cause the relationship existing between the parties pursuant to
this Agreement to be severed only upon the occurrence of any of the following
events (the "Event of Default"):
5.1 The placement or imposition of any restrictions or limitations
upon the Manager by any governmental authority having jurisdiction over the
Manager or the Practice that causes the Manager not to be able to perform the
duties for which the Manager was retained pursuant to this Agreement.
5.2 The Manager fails or refuses to faithfully or diligently perform
the provisions of this Agreement following the receipt of written notice from
the Practice specifically setting forth all provisions of this Agreement that
the Manager has violated.
Notwithstanding anything in this Section 5 to the contrary, the
defaulting party shall have thirty (30) days from the receipt of written notice
of default to comply with the provisions of this Agreement.
Should the defaulting party fail to comply with the provisions of this
Agreement which it has defaulted on thirty (30) days after receipt of notice of
default, then any termination made pursuant
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to this Section 5 shall become effective as of the original date of receipt of
written notice of default (the "Date of Termination"). Any and all compensation
due to the Manager through the Date of Termination shall be paid within fifteen
(15) days of the Date of Termination. In the event of termination for any reason
other than those set forth in this Section 5, the Practice shall be obligated to
pay the compensation set forth in Section 3 for the remaining months of the
Term.
6. Miscellaneous Provisions.
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6.1 Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Florida without application of any
conflicts of laws principles.
6.2 Amendment. Any and all provisions of this Agreement, including,
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but not limited to, the Management Fee established herein, may be reviewed and
if necessary amended during the term of this Agreement by agreement of the
parties herein. Notwithstanding the foregoing, no amendment to this Agreement or
any of the provisions of this Agreement shall be effective unless in writing and
executed by each of the parties to this Agreement.
6.3 Waiver. The failure of any of the parties to insist upon the
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full and faithful performance by the other party of any of the covenants, terms
and conditions of this Agreement shall not be construed in the future as a
waiver of the first party's right to require the full and faithful performance
of the breached condition or provision, or any other covenant, term, condition
or provision of this Agreement.
6.4 Assignability. This Agreement shall not be assignable by either
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party to this Agreement without prior written consent of the other party.
6.5 Notices. Except as otherwise provided in this Agreement, all
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notices which are permitted or required to be given under this Agreement shall
be in writing and shall be deemed given when delivered personally, or if sent by
mail, five (5) business days after being mailed by registered or certified mail,
postage prepaid, or any such other method (including air courier) which provides
for a signed receipt upon delivery, addressed as provided herein, or to such
other person or address as may be designated by written notice to the other
party or parties in accordance with this provision.
As to Practice: Xxxxx Xxxxxx, DDS
President
Dental Doctor Services, Inc.
0000 XX 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
As to Manager: Xxxx Xxxxx, President
Dental Practice Administrators, Inc.
0000 XX 0xx Xxxxxx
Xxxxx, Xxxxxxx 00000
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6.6 Invalidity of Provisions. The invalidity of any one or more of
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the words, phrases, sentences, clauses or sections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement,
or any portion of this Agreement, all of which are inserted conditionally upon
their being valid in law. In the event that any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall be
invalid by a court of competent jurisdiction, then in such event, then this
Agreement shall be construed ass if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted.
6.7 Further Assurances. The parties to this Agreement shall execute
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and deliver to the other party any additional or supplemental documents as may
be necessary or a reasonably requested by the other party to give full effect
and to implement any of the terms or provisions of this Agreement or to carry
out the intent of this Agreement.
6.8 Survival of Terms. Each provision contained in this Agreement
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shall survive the date of termination of this Agreement with the same full force
and effect as if made on that date and shall be enforceable against the party
against which it is intended to be enforced, notwithstanding expiration or
termination of this Agreement.
6.9 Entire Agreement. This Agreement constitutes the entire
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understanding of the parties to this Agreement with respect to the subject
matter of this Agreement. All prior negotiations, agreements, understandings and
arrangements both oral and written between the parties to this Agreement
superseded by this Agreement.
6.10 Binding Effect. This Agreement shall be binding upon and inure
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to the benefit of the parties to this Agreement, their successors and permitted
assigns, and their heirs, executors and administrators, as the case may be.
6.11 Attorney's Fees. In the event litigation or other dispute
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(whether or not suit is instituted) shall arise between the parties based in
whole or in part upon this Agreement or any of the provisions contained in this
Agreement, the prevailing party in any such litigation or other dispute shall be
entitled to recover from the non-prevailing party and shall be awarded by the
court of competent jurisdiction, any and all reasonable attorneys', paralegals',
and/or accountants' fees and costs of trial and appellate counsel paid, incurred
or suffered by such prevailing party as a result of, arising from, or in
connection with such litigations or dispute.
6.12 Section Headlines; Counterparts. The section headings contained
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in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of any or all of the provisions of this
Agreement. This agreement may be executed in any number of counterparts, each of
which, when so executed and delivered shall be deemed to constitute an original
and a of which shall be deemed to be one in the same instrument.
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IN WITNESS WHEREOF, the parties have signed this Agreement on the date
first written above.
PRACTICE:
DENTAL DOCTOR SERVICES, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, D.D.S.
Its President
MANAGER:
DENTAL PRACTICE ADMINISTRATORS,
INC., a Florida Corporation
By: /s/ Xxxx Xxxxx
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Print: Xxxx Xxxxx
Its: President
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SCHEDULE A TO THE MANAGEMENT AGREEMENT
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DESCRIPTION OF THE SITES OF SERVICE FOR THE PRACTICE
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215 South Third, Flagler Beach
0000 XX 0xx Xxxxxx, Xxxxx
0000 Xxxx Xxxxxxx Xxxxxx
1809 NE 00 Xxxxxx, Xxxxxxxxxx Xxxxx
000 X. Xxxxxxxxx #0, Xxxxxxxxx
7500 NW 5th Street, Plantation
0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx Xxxx
0000 Xxxxx Xxxxx, Xxxxx
0000 X. 00xx Xxxxxx, Xxxxxxx
000 Xxxxx xx Xxxx Xxxx., Xxxxx Xxxxxx
0000 XX 000 Xxxxxx, Xxxxx Xxxx
00000 X. Xxxxx Xxxxxxx, Xxxxx
0000 XX 00xx Xxxxxx
0000 XX 00xx Xxxxx, Xxxxx
000 Xxxx Xxxx Xx., Xx City
0000 XX 00xx Xxxxxx, Xxxxx
0000 XX 00 Xxxxxx #000, Xxxxx
0000 Xxxxxxxx Xxxxx, Xxxxxxx
0000 Xxxxx Xxxxx Xxxx 0, Xxxxxxxxxx
00000 Xxxxx Xxxxx Avenue, Miami
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