EXHIBIT 10.4
DENTAL CARE ALLIANCE, INC.
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") effective this
20th day of October, 1996, ("Effective Date") between and among DENTAL CARE
ALLIANCE, INC., a Delaware corporation ("DCA"); XXXXX DENTAL & ASSOCIATES, P.A.,
a Florida dental professional association (the "P.A."); and XXXXXX XXXXX, a
licensed Florida dentist who is the primary stockholder, owning 99% of all of
the issued and outstanding stock of PA (the "Stockholder").
I. RECITALS
WHEREAS, DCA is a company with expertise in the provision of business
and administrative services to dental practices; and
WHEREAS, the PA is a dental professional association duly organized and
validly existing under all applicable state law and regulation, and whose stock
is owned by the Stockholder and Xxxxx Xxxxx, D.D.S.; and
WHEREAS, the PA owns and operates a dental practice at the location
specified on EXHIBIT A attached hereto (the "Practice"); and
WHEREAS, PA and DCA, (DCA is the successor-in-interest to Profit Dental
Management Corporation), a Delaware corporation, are parties to a Management
Agreement entered into the 7th day of June, 1993; and
WHEREAS, PA and DCA desire to terminate that Management Agreement upon
this Agreement becoming effective; and
WHEREAS, the PA desires that DCA provide it with the business and
administrative services described in this Agreement, in order for the PA to
avail itself of DCA's expertise and efficiencies, and DCA desires to provide
such services to the PA; and
WHEREAS, the parties mutually desire that the PA shall maintain
complete control over and responsibility for all aspects of the Practice's
operations that constitute the practice of dentistry under applicable state law.
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
II. DUTIES AND OBLIGATIONS OF DCA
2.1 GENERAL. In consideration of the service fee paid to DCA
pursuant to Section 4.3, and the fulfillment of the other duties and obligations
of PA and Shareholder as referred to in this Agreement, DCA will provide the PA
with all of the business and administrative services required
for the day-to-day operations of the Practice, as set forth in EXHIBIT B to this
Agreement, attached hereto and incorporated by reference herein. All such
services shall be provided on a timely basis in a professional, quality,
trustworthy and business manner. The PA appoints DCA as its sole and exclusive
agent for the provision of the business and administrative services described in
this Agreement, and DCA hereby accepts such appointment. Notwithstanding
anything else in this Agreement, the parties expressly acknowledge that DCA is
not authorized or qualified to engage in any activity that may be deemed or
construed to constitute the practice of dentistry, or shall DCA be regarded as
practicing dentistry within the meaning of applicable state dental laws and
regulations. To the extent that any act or service herein required by DCA should
be construed by a court of competent jurisdiction or by state dental regulatory
authorities with jurisdiction over this Agreement to constitute the practice of
dentistry, the requirement to perform that act or service shall be deemed waived
and unenforceable and shall not constitute a breach or default by DCA under this
Agreement, and the parties shall take the actions contemplated by SECTION 10.11
hereof.
2.2 PROVISIONS OF OFFICE AND EQUIPMENT. DCA will consult with the PA
on its office and equipment needs, and will provide or arrange for the provision
to the PA, at the expense of the PA, the offices, and improvements requested by
the PA for the operation of the Practice, all of the aforementioned as will be
mutually agreeable to the parties (collectively referred to as the "Offices and
the Equipment"). The office space provided to the PA by DCA hereunder will be
provided pursuant to a lease in the form of EXHIBIT C attached hereto (the
"Office Lease"). It is expressly understood and agreed that the PA shall have
complete custody and control over the Offices and Equipment, consistent with the
control over leased property that is customarily granted to lessees under
standard commercial leases.
2.3 BILLING AND COLLECTIONS SERVICES. DCA will supervise billing and
collections services for all patient services rendered at the Practice, provided
that all xxxxxxxx and collections will be done in the name of the PA. The PA
hereby appoints DCA for the term of this Agreement to be its true and lawful
attorney-in-fact for the purposes set forth in this section. DCA will prepare
and submit financial reports to the PA detailing xxxxxxxx and collections on a
monthly basis.
2.4 BANKING ARRANGEMENTS. All monies collected for the PA by DCA
pursuant to SECTION 2.3 above shall be deposited into an account in the name of
and owned by the PA (the "PA account), for which DCA and Stockholder shall be
made signatories for the purposes specified in this Agreement, with a bank whose
deposits are insured with the Federal Deposit Insurance Corporation. DCA shall
be responsible for making all disbursements from the account, which shall be
limited to the disbursements authorized in ARTICLE IV of this Agreement. DCA
shall make all disbursements promptly when payable, and shall account to the PA
for all funds disbursed from the PA account, and make available to PA, upon
request, and during normal business hours at the place of business of DCA,
copies of all bank account statements.
2
III. DUTIES AND OBLIGATIONS OF THE PA
3.1 PROFESSIONAL RESPONSIBILITIES. The PA shall have complete
authority, responsibility, supervision and control over the provision of all
dental services to patients and all other acts that are considered to constitute
the practice of dentistry under applicable state dental laws and regulations.
3.2 ENGAGEMENT OF DENTISTS. The PA will provide dental services to
the public through the services of dentists ("Dentists") who are contracted by
the PA pursuant to independent contractor agreements ("Independent Contractor
Agreements") in the form of EXHIBIT D attached hereto.
3.3 CONTROL OF BUSINESS OPERATIONS. Notwithstanding the authority
granted to DCA pursuant to ARTICLE IV of this Agreement, it is expressly
acknowledged and agreed by the parties that the PA shall have approval over the
following business decisions:
(a) The hiring and termination of the Practice's staff.
(b) The dental equipment used by the Practice.
(c) Patient scheduling.
(i) The dental supplies used by the Practice.
(d) Marketing, expressly including all policies and
decisions relating to pricing, credit, refunds,
warranties and to the content and placement of
advertising.
(e) Any other aspects of the Practice's operations
that are considered to be within the practice of
dentistry under applicable state dental laws and
regulations.
3.4 HOURS OF OPERATION. The PA represents and agrees that it will be
open to the public on a full time schedule of eight hours per day, a minimum of
five days per week (except for reasonable holidays), with appropriate staffing
by Dentists, hygienists and assistants, throughout the term of this Agreement.
3.5 PATIENT RECORDS. The PA will prepare and maintain at the
Practice accurate, complete and timely records on all services rendered to
patients at the Practice. All patient records shall be the property and remain
under the control and custody of the PA at all times during and after the term
of this Agreement. The records shall be prepared and maintained in compliance
with all applicable state and federal laws and regulations. DCA shall have
access to the patient records of the PA only for the limited purposes necessary
to perform its duties under this Agreement, and subject to all applicable laws
and regulations governing the confidentiality of such records.
3
3.6 AGREEMENT NOT TO ENCUMBER OR ALLOW TO BE ENCUMBERED. PA and
Stockholder agree that as part of the inducement to DCA to enter into this
transaction, and related transactions, including but not necessarily limited to
loans, guaranty of loans, or leases, or license agreements, DCA has considered
and relied upon the creditworthiness and reliability of PA and Stockholder. PA
and Stockholder covenant and agree not to sell, convey, transfer, lease or
further encumber or allow to be encumbered any interest in or any part of the
assets of the PA, or the Stockholder's stock in the PA, without the prior
written consent of DCA, and any such sale, conveyance, transfer, lease or
encumbrance made without DCA's prior written consent shall be void. If any
person should obtain an interest in all or any part of the assets or stock
(other than Xxxxx Xxxxx, D.D.S.) of the PA, pursuant to the execution or
enforcement of any lien, security interest, judgment or other right, created or
allowed to exist in violation of this Agreement, such event shall be deemed to
be a transfer and an event of default hereunder. PA and Stockholder covenant and
agree not to effectuate or attempt to effectuate any change in ownership or
control of PA without the prior written consent of DCA, and do herein represent
and warrant to DCA that Stockholder presently owns and holds 99 shares of stock
of the P.A., with the total of the issued and outstanding shares of stock of the
P.A. being 100.
IV. FINANCIAL ARRANGEMENTS
4.1 PRACTICE OPERATING EXPENSES. DCA will be responsible for paying
for the Practice's operating expenses and described in EXHIBIT J of this
Agreement (the "Practice Expenses"), provided that the PA shall reimburse DCA
for such Practice Expenses on a monthly basis.
4.2 EXPENSES OF THE PA. The PA will be responsible for payment of the
salary of the Stockholder and the contract fees of the dentists and benefits and
professional liability insurance for the Stockholders (the "Dentist Expenses)
and any other Practice staff employed directly by the PA all such expenses are
"Practice Expenses" and any other expenses of the Practice or the PA that are
not included within the definition of Practice Expenses, in each case subject to
the prior approval of the Stockholder, which approval may be revoked in writing
to DCA by Stockholder at any time, with such revocation to be inapplicable to
any expenses paid prior to DCA's receipt of the written revocation.
Disbursements for such expenses shall be made by DCA from the PA Account in
accordance with SECTION 2.4 of this Agreement.
4.3 SERVICE FEE. In consideration of the services provided by DCA,
DCA on behalf of PA shall pay a monthly fee (service fee) to DCA equal to
fifty-five percent (55%) of the "net profit" earned by the PA during each month
of the term of the Agreement, and DCA, on behalf of PA, shall distribute the
remaining forty-five percent (45%) of "net profit" to Stockholder. Net profit is
defined as follows: See Exhibit "F" attached.
One of the operating costs to be included in the Practice Expenses
shall include a salary payable to Stockholder equal to 25% of the amount of all
collections of the practice which relate to any services performed personally by
Stockholder. It is agreed that the cumulative total of both the 45% distribution
to Stockholder and the 25% distribution to Stockholder as referred to herein
shall not be less than $12,500.00 per month.
4
Contemporaneously with the complete execution of this Agreement, DCA shall pay
to Stockholder the sum of forty-five percent (45%) of net profit for July,
August, September Dollars ($ _____________) in full and final settlement of any
and all sums claimed to be due and owing by Stockholder from DCA pursuant to the
terms of the Management Agreement of the 7th day of June, 1993.
During the term of this Agreement, DCA shall disburse to the
Stockholder an amount equal to $6,250 on a bi-weekly basis in accordance with
the normal payroll practices of the PA. Within thirty (30) days after the last
day of each month, DCA shall provide a detailed accounting statement setting
forth the amount of the collections relating to services personally performed by
Stockholder during such month and the calculation of the "net profit for such
month and a check for any remaining distribution .wing to Stockholder for such
month (i.e. any amount in excess of the $12,500 amount paid to Stockholder
during the month).
4.4 LOANS. If requested by the PA, DCA may, but is not obligated to,
provide loans to the PA to fund the PA's working capital requirements on such
terms as are mutually satisfactory to the parties hereto. Stockholder shall be
required to personally and unconditionally guarantee all such loans.
V. INSURANCE AND INDEMNITY
5.1 INSURANCE TO BE MAINTAINED BY THE PA. The PA covenants and agrees
that throughout the term of this Agreement, it will maintain comprehensive
professional liability insurance with limits of not less than $1,000,000.00 per
claim and with aggregate policy limits of not less than $3,000,000.00 covering
Stockholder, with the PA being an additional insured. ("Dentists" are required
to maintain their own coverage) The PA shall be responsible for all such
liabilities in excess of the limits of such policies. DCA agrees to negotiate
for and cause premiums to be paid with respect to such insurance. Premiums and
deductibles with respect to such policies shall be a Practice Expense of the PA.
5.2 INSURANCE TO BE MAINTAINED BY PA. PA agrees that throughout the
term of this Agreement, it will maintain property insurance covering contents of
the PA in the office, and casualty insurance, with premiums and deductibles with
respect to such policies being a Practice Expense.
5.3 ADDITIONAL INSUREDS. The PA agrees to use its reasonable efforts
to have DCA named as an additional insured on its professional liability
insurance program.
5.4 INDEMNIFICATION. The PA and Stockholder shall jointly and
severally indemnify, hold harmless and defend DCA and its officers, directors
and employees, from and against any and all liability, loss, damage, claim,
causes of action, and expenses (including reasonable attorney's fees)
(collectively, "Losses"), whether or not covered by insurance caused or asserted
to have been caused, directly or indirectly, by or as a result of the
performance of medical or dental services or any intentional acts, negligent
acts or omissions by the Stockholder and/or the
5
PA's agents, other than DCA or employees during the term of this Agreement, but
excluding any Losses caused in whole or in part by any act or omission of DCA or
any of its officers, directors, employees, agents or affiliates.
DCA and its affiliates shall jointly and severally indemnify,
hold harmless and defend the PA and the Stockholder and its or their officers,
directors employees and subcontractors, from and against any and all Losses,
whether or not covered by insurance, caused or asserted to have been caused,
directly or indirectly, by or as a result of the performance of any
administrative services or any intentional acts, negligent acts or omissions by
DCA and/or its agents or employees during the term of this Agreement, but
excluding any Losses caused in whole or in part by any act or omission of the
Stockholder, the PA or any of its or their officers, directors, employees,
agents, subcontractors (other than DCA) or affiliates.
VI. TERM AND TERMINATION
6.1 TERM OF AGREEMENT. This Agreement shall have a term of seven (7)
years beginning on the 20th day of October, 1996. Upon the expiration of the
Agreement, PA shall cause DCA and Xxxxxx Xxxxxxx ("Xxxxxxx") to be released as
guarantors of the notes (as defined below) if and to the extent DCA or Xxxxxx
Xxxxxxx are guarantors of any such notes.
6.2 TERMINATION OF AGREEMENT. This Agreement may be terminated as
provided for in this Section, it being expressly agreed that termination of this
Agreement by any party shall serve to terminate the Agreement against all
parties.
The parties agree to reasonably cooperate in good faith with
respect to all matters arising in connection with the transition of the practice
operations to the party assuming such operations, including, without limitation,
to transfer and assign the Practice's assets (including computers and software)
as necessary or appropriate to the operation of the Practice and to execute any
necessary or appropriate agreements or instruments in connection with such
transition.
(a) TERMINATION FOR CAUSE. In the event that DCA, on one hand,
or the PA or the Stockholder, on the other hand, shall
materially default in the performance of any duty,
obligation, covenant or agreement imposed upon it, them or
him by, or made by it, them or him, pursuant to this
Agreement and such default shall continue for a period of
30 days after written notice thereof has been given to the
defaulting party by the non-defaulting party, the
non-defaulting party may terminate this Agreement
immediately upon written notice to the defaulting party.
In the event Stockholder loses his license to practice
dentistry in the State of Florida, either by revocation,
termination, suspension, same shall be deemed a material
default, unless Stockholder is in good faith appealing
such loss of license, and then and only then during the
pendency of any such good faith appeal. During any such
good faith appeal, Stockholder shall not be paid and is
not entitled to be paid his salary as previously referred
to being in the amount equal to
6
$6,250 on a bi-weekly basis. In the event Stockholder is
disabled (unable to fully perform the normal and routine
dental services of a licensed dentist, and fails to
perform such normal and routine dental services either for
any continuous forty-five (45) day period, or for a period
of forty-five (45) business days within any period of one
hundred eighty (180) consecutive calendar days, excluding
normal vacations), then same shall be deemed a material
default. For the purposes of this Section, any default by
the Stockholder shall be deemed a default by the PA and
any default by the PA shall be deemed a default by the
Stockholder. It is expressly agreed by the PA and
Stockholder that a default of this Agreement by PA or
Stockholder shall be deemed to be a default of the
promissory note between the PA, as "Maker". and Liberty
Bank dated September 1995, and a default of the lease for
the Practice's office between the PA and Xx. Xxxxxx
Xxxxxxx, and a default between the PA and Stockholder in
the License Agreement between the parties. A copy of the
License Agreement is attached hereto and marked Exhibit
"G". It is further expressly agreed by the PA and
Stockholder that a default in any one of the agreements
set forth above, will constitute a default in all
agreements set forth above, at the option of DCA.
(b) EARLY TERMINATION OPTION OF P.A. PA shall have the right
to terminate this Agreement, and, at PA's election,
together with all of the other agreements set forth on
Exhibit "H" after the second anniversary of the Effective
Date, but only upon strictly following the procedure set
forth below:
(i) PA shall, within ninety (90) days after the second
anniversary of the Effective Date (such period is
referred to as the "Exercise Period") provide
written notice of termination to DCA;
(ii) Within ninety (90) days after the end of the
Exercise Period (regardless of when the termination
notice is provided), PA shall (A) cause DCA and
Xxxxxxx to be released as guarantors from the
notes, (as on the Note Schedule attached hereto as
Exhibit E), and from any and all other obligations
of DCA and Xxxxxxx in any way relating directly
with the services provided or required to be
provided by DCA to PA and/or to Stockholder,
including but not necessarily limited to equipment
leases, equipment purchase obligations, (B)
exercise the Option Agreement granted by Xxxxxx X.
Xxxxxxx, D.D.S. to the Stockholder (Exhibit 1
hereto) and consummate the purchase of Xxxxxxx'x
55% interest in the office building subject of such
option and the office lease, and (C) pay DCA a
termination fee equal to One Hundred Eighty-Five
Thousand Four Hundred Sixty Dollars ($185,460.00),
less the "excess management fees." "Excess
management fees" is defined as the amount by which
the aggregate fees paid to DCA pursuant to this
Agreement during either or both of
7
the successive one year periods following the
Effective Date hereof exceeds $100,000. Payment
shall be made in cash within ninety (90) days after
the end of the Exercise Period or, at the option of
PA, DCA agrees that PA may pay the lesser of One
Hundred Thousand Dollars ($100,000.00) or fifty per
cent (50%) of the termination fee in the form of a
Promissory Note, having a five (5) year
amortization with a balloon payment due two (2)
years after the end of the Exercise Period, at an
interest rate of ten per cent (10%) per annum, with
the exercise of such option being subject to the
PA's execution and delivery to DCA of a customary
and reasonable security agreement pursuant to which
the PA shall grant to DCA a security interest in
and to all of the assets of the PA existing at such
time, subordinated in all respects to any security
interest granted by the PA to obtain or maintain
any bank loan, for the sole purpose of securing the
PA's repayment of the Promissory Note and the
Stockholder's pledge to DCA of all of the stock of
the PA, subordinated in all respects to any pledge
of stock granted by the PA to obtain or maintain
any bank loan, for the sole purpose of securing
repayment to DCA of the Promissory Note. In
addition, the parties agree that pursuant to the
terms of the Promissory Note DCA shall have the
right to accelerate repayment of the full unpaid
balance of the Promissory Note if the PA's
collections for services performed during any three
month period of the term of the Promissory Note
shall be less than $150,000.00 or the PA and the
Stockholder shall become insolvent.
(iii) The Agreement shall be terminated effective upon
the releases being obtained and delivered to DCA,
and DCA executing and delivering to PA a receipt
reflecting delivery of the releases; and also upon
payments being made to DCA in cleared funds. as in
(b)(ii) above.
(iv) Upon the effective date of termination, DCA shall
convey to PA any interest it may have in any
personal property used by the PA in connection with
the practice. The Office Lease will remain in full
force and effect, unless the PA exercises its
option to purchase the location specified on
Exhibit "A", and closes on the purchase consistent
with the Option Agreement entered into between the
parties. A copy of the Option Agreement is attached
hereto and marked Exhibit "I".
(c) TERMINATION BY REASON OF INSOLVENCY. In the event of the
filing of a petition in bankruptcy pursuant to Chapter 7
of the federal bankruptcy laws or an assignment for the
benefit of creditors by either DCA, on one hand, or the PA
or the Stockholder on the other hand, or upon other action
taken or suffered, voluntarily or involuntarily, under any
federal or state law for the
8
benefit of debtors by such party, except for the filing of
a petition in involuntary bankruptcy against a party which
is dismissed within thirty (30) days thereafter, the
non-defaulting party may give written notice of the
immediate termination of this Agreement.
(d) CONSENT TO ASSIGNMENT BY PA TO A THIRD PARTY. In the event
that the PA and the Stockholder desire to discontinue the
dental practice maintained at the Practice pursuant to
this Agreement (the "Practice") at any time during the
term of this Agreement, the PA and the Stockholder may
terminate this Agreement without cause in the event that:
(i) DCA shall be provided at least 90 days' prior written
notice of such intent to terminate this Agreement, and
(ii) the Practice shall be sold or otherwise transferred
to another licensed dentist acceptable to DCA, who as a
term of such sale, personally assumes the obligations and
liabilities of the PA and the Stockholder under this
Agreement . for the then remaining balance of the term of
this Agreement, and (iii) the continuity of the Practice
is maintained throughout negotiations for the assignment,
and to the effective date of the agreed assignee's
liability under this Agreement. There shall be no lapse in
the duties and obligations of the parties under this
Administrative Services Agreement.
(e) In the event that PA or the Stockholder or both shall be
convicted of a felony, have their license to practice
dentistry permanently revoked, the corporation is
dissolved, or its assets liquidated, Stockholder dies or
becomes either or both permanently physically and/or
mentally disabled, or Stockholder disappears without
notice to DCA for a period in excess of sixty (60) days,
PA and Stockholder agree that DCA or Xxxxxx Xxxxxx, X. X.
X ., shall have the option to purchase all of the stock of
the Stockholder, together with all of the assets of the PA
for the amount set forth in Paragraph 6.2.(b) (ii) B, with
the payment terms to be as set forth therein.
6.3 ACTIONS UPON TERMINATION OF THIS AGREEMENT.
(a) Upon termination or expiration of this Agreement for any reason:
(i) The PA shall promptly return all DCA Proprietary
Information to DCA and otherwise comply with the
covenants and agreements of SECTION 7.1 AND 7.4 AND 7.5,
hereof;
(ii) DCA shall promptly return all PA Proprietary Information
to the PA, and otherwise comply with the covenants and
agreements of SECTIONS 7.2 AND 7.4 hereof;
(iii) the PA and Stockholder shall promptly repay DCA all
advances, loans and other amounts due hereunder and any
interest due thereon, and assume all
9
debt and all contracts and payables authorized by this
Agreement to be incurred by DCA and which relate to the
performance of DCA's obligations under this Agreement,
provided that DCA properly assigns all of its rights and
interest therein to the PA; and
(iv) DCA shall promptly render a final accounting for monies
deposited in, and disbursed from, the PA Account, and pay
to PA such funds as PA may be entitled to receive
pursuant to the terms of this Agreement.
(b) It is expressly agreed by the parties that the obligations of
this SECTION 6.3 shall survive the termination or expiration of
this Agreement.
VII. CONFIDENTIALITY AGREEMENTS
7.1 CONFIDENTIALITY AGREEMENT OF THE PA AND THE STOCKHOLDER. The PA
and the Stockholder jointly and severally acknowledge and agree that all
business information and materials relating to DCA provided to them by DCA
pursuant to this Agreement shall be considered the property of DCA ("DCA
Proprietary Information"), and further agree that they shall not rent, sell, or
otherwise utilize DCA Proprietary Information in any business activity or for
any business purpose other than as required to fulfill their obligations under
this Agreement. The PA and the Stockholder jointly and severally agree, and
shall cause their employees, agents and shareholders to agree, that DCA
Proprietary Information shall be kept confidential and, unless otherwise
required by law, regulation or valid court order, shall not be disclosed to any
person except as authorized by DCA in writing. Upon termination of this
Agreement, the PA and the Stockholder jointly and severally agree that they
shall promptly return to DCA all DCA Proprietary Information then in their
possession or control.
7.2 CONFIDENTIALITY AGREEMENT OF DCA. DCA acknowledges and agrees
that all business information and materials relating to the PA or Stockholder
provided or made available to it by the PA and the Stockholder pursuant to this
Agreement shall be considered the property of the PA and the Stockholder ("PA
Proprietary Information"), and further agrees that it shall not rent, sell, give
away or otherwise utilize PA Proprietary Information in any business activity or
for any business purpose other than as required to fulfill its obligations under
this Agreement. DCA further agrees, and shall cause its employees, agents and
shareholders to agree, the PA Proprietary Information shall be kept confidential
and, unless otherwise required by law, regulation or valid court order, shall
not be disclosed to any person except as authorized by the PA in writing. Upon
termination of this Agreement, DCA agrees that it shall promptly return to the
PA all PA Proprietary Information then it its possession or control.
Notwithstanding the foregoing, it is further expressly acknowledged and
agreed by the PA and the Stockholder that, in the event of the assignment by PA
of the practice to a third party pursuant to Section 6.2(d), or in the event DCA
or Xxxxxx Xxxxxx, D.D.S. exercise the option as set forth in 6.2(e), the
requirements of this Section shall not prohibit DCA or dentists associated with
the PA, subject to all applicable laws governing the confidentiality of patient
records and the
10
consent of the patients in question, arranging for the transfer of patient
records to such other dentists.
7.3 TRADE SECRETS COVENANT. During the term of this Agreement and
for an additional five (5) year period from the termination of the same, PA and
Stockholder agree that they will not disclose to any person or entity, any trade
secrets of DCA including, but not limited to, manuals, operating systems,
reporting systems, training systems (and other matters to be added), that the PA
and Stockholder have become privy to or have used during their involvement with
DCA or its predecessor-in-interest. This covenant on the part of PA and
Stockholder shall be construed as an agreement.
7.4 NONSOLICITATION AGREEMENT. PA and Stockholder agrees that they,
shall not during or at any time after termination or expiration of this
Agreement, solicit any employees of DCA to leave DCA or become employed by
either of them or any entity with which either of them is directly or indirectly
related. PA and Stockholder agree that during this agreement and for three (3)
years subsequent to the proper termination or expiration hereof, it or he will
not solicit any customers, clients, buyers, distributors or manufacturers to
cease doing business with DCA or to do business solely with them or any entity,
business, corporation or partnership with which either PA and/or Stockholder are
either directly or indirectly related.
DCA agrees that neither it, or any person or entity
controlling it or controlled by it or under common control with it, or otherwise
directly or indirectly affiliated with it (collectively the DCA related
entities") shall during or at anytime after termination or expiration of this
Agreement, solicit any employees of the P.A. to leave the P.A. or to become
employed by DCA or any entity with which it is directly or indirectly related
(solicitation is intended to include, without limitation offering to pay or
paying, compensation or other benefits in excess of that being provided to
employees of the PA). DCA agrees that during the term of this Agreement and for
three (3) years subsequent to the proper termination or expiration hereof
neither DCA or any DCA related entity will solicit any customers, clients,
patients, buyers, distributors, manufacturers or managed care organizations or
contractors to cease doing business with the P.A. or Stockholder or to do
business with DCA or any DCA related entity.
7.5 RETURN OF DCA DOCUMENT. INFORMATION OR PRODUCTS. PA and
Stockholder agrees that upon termination or expiration of this Agreement with
DCA for any reason, they shall immediately, but no longer than ten (l0) business
days from such termination, return to DCA all documents or information in any
form or medium, whether written or electronic, either owned by DCA, or to which
DCA has a right of possession, including, but not limited to, pricing lists,
commercial material, manufacturers' information, correspondence, financial
information, etc. In addition, PA and Stockholder shall return all products,
samples and any and all research regarding same by appropriate carrier to DCA
promptly, but no later than ten (10) business days from his termination or
expiration. PA and Stockholder further agrees to return any and all equipment,
computers, vehicles, etc. either owned by or to which DCA has a sole right of
possession which are not assigned to the PA, immediately upon termination or
within ten (10) business days after termination or expiration. The return of
such documentation, information and/or products and equipment shall be a strict
condition precedent to the payment of any and all commissions/salary
11
or any other compensation, if any, then due and owing to PA and/or Stockholder,
and the failure to return documents, products or equipment in a timely manner
shall entitle DCA to withhold any and all payments due to PA and/or Stockholder
until compliance with these provisions.
VIII. INDEPENDENT CONTRACTORS
8.1 INDEPENDENT RELATIONSHIP. DCA intends to act and perform as an
independent contractor of the PA, and the provisions hereof are not intended to
create any partnership, joint venture, agency or employment relationship between
the parties. The PA, the Stockholder and the Dentists will not have any claim
under this Agreement, or otherwise, against DCA for vacation pay, sick leave,
unemployment insurance, worker's compensation, disability benefits or employee
or any other employment related benefits of any nature or kind.
IX. GENERAL PROVISIONS
9.1 ASSIGNMENT. DCA shall have the right to assign or sell its rights
hereunder to any person, corporation, partnership or other legal entity wholly
owned by or under common ownership with DCA, or in connection with any merger,
consolidation, acquisition or public offering. DCA acknowledges and agrees that
PA is entering into this Agreement based upon and in reliance upon the expertise
and specific experience of DCA, and except as set forth above, and in Section
6.2(d) neither DCA nor the PA shall have the right to assign their respective
rights and obligations hereunder without the written consent of the other party.
Subject to this provision, this Agreement shall be binding upon the parties
hereto, and their successors and assigns.
9.2 WHOLE AGREEMENT: MODIFICATION. There are no other agreements or
understandings, written or oral, between the parties regarding this Agreement
and the Exhibits, other than as set forth herein. This Agreement shall not be
modified or amended except by a written document executed by all parties to this
Agreement.
9.3 NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by facsimile transmission (with written confirmation of receipt), provided
that a copy is mailed by certified mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by written notice to the other parties with
such written notice to be given a set forth in this section.
To PA
Xxxxx Dental & Associates, P.A.
0000 Xxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxx, Xxxxxxx 00000
Facsimile No:_______________
Attention: Xxxxxx Xxxxx
12
And to Stockholder
Xxxxxx Xxxxx
_____________________________
Port Charlotte, Florida ___________
Facsimile No:_______________
To DCA: Dental Care Alliance, L.L.C.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Facsimile No: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxxxx
With a
copy to: Xxxx, Band, Russell, Collier, Xxxxxxxxx
and Xxxxxx Chartered
P. O. Xxx 00000
Xxxxxxxx, XX 00000
Facsimile No: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esquire
9.4 WAIVER OF PROVISIONS. Any waiver of any terms and conditions hereof
must be in writing, and signed by the parties hereto. The Waiver of any of the
terms and conditions of this Agreement shall not be construed as a waiver of any
other terms and conditions hereof.
9.5 GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.
9.6 EVENTS EXCUSING PERFORMANCE. Neither party shall be liable to the
other party for failure to perform any of the services required herein in the
event of strikes, lock-outs, acts of God, unavailability of supplies or other
events over which that party has no control for so long as such events continue,
and for a reasonable period of time thereafter.
9.7 COMPLIANCE WITH APPLICABLE LAWS. Both parties shall comply with all
applicable federal, state and local laws, regulations and restrictions in the
conduct of their obligations under this Agreement.
9.8 SEVERABILITY. The provisions of this Agreement shall be deemed
severally and if any portion shall be held invalid, illegal or unenforceable for
any reason, the remainder of this Agreement shall be effective and binding upon
the parties.
9.9 ADDITIONAL DOCUMENTS. Each of the parties hereto agrees to execute
any document or documents that may be requested from time to time by any other
party to implement or complete such party's obligations pursuant to this
Agreement.
13
9.10 ATTORNEYS' FEES. If legal action is commenced by any party to
enforce or defend its rights under this Agreement, the prevailing party in such
action shall be entitled to recover its costs and reasonable attorneys' fees in
addition to any other relief granted.
9.11 CONTRACT MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS. In the event
any state or federal laws or regulations, now existing or enacted or promulgated
after the effective date of this Agreement, are interpreted by judicial
decision, a regulatory agency or legal counsel for both parties in such a manner
as to indicate that the structure of this Agreement may be in violation of such
laws or regulations, the PA and DCA shall amend this Agreement as necessary To
the maximum extent possible, any such amendment shall preserve the underlying
economic and financial arrangements between the PA and the DCA.
9.12 REMEDIES CUMULATIVE. No remedy set forth in this Agreement or
otherwise conferred upon or reserved to any party by law shall be considered
exclusive of any other remedy available to any party, but the same shall be
distinct, separate and cumulative and may be exercised from time to time as
often as occasion may arise or as may be deemed expedient.
9.13 LANGUAGE CONSTRUCTION. The language in all parts of this Agreement
shall be construed, in all cases, according to parties acknowledgment that each
party and its counsel have reviewed and revised this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.
9.14 NO OBLIGATION TO THIRD PARTIES. None of the obligations and duties
of any party under this Agreement shall in any way or in any manner be deemed to
create any obligation to, or any rights in, any person or entity not a party to
this Agreement.
9.15 ENTIRE AGREEMENT/AMENDMENTS. This Agreement supersedes all
previous contracts and agreements between the parties respecting the subject
matter of this Agreement including without limitation that certain Management
Agreement dated June 7, 1993 between Profit, PA and Stockholder, which Agreement
shall become null and void upon this Agreement becoming effective, and upon such
event, neither party shall have any further obligation to the other whatsoever,
except as may be specifically set forth in this Agreement, the License
Agreement, the Lease, and Option Agreement. As between or among the parties, no
oral statement or prior written material not specifically incorporated herein
shall be of any force and effect. This Agreement may be executed in two or more
counterparts, each and all of which shall be deemed an original and all of which
together shall constitute but one and the same instrument and shall not be
amended, altered or changed except by a written amendment signed by the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
P.A.:
XXXXX DENTAL & ASSOCIATES, P.A.
14
By: /S/ XXXXXX XXXXX
-----------------------------------------
Signature
XXXXXX XXXXX
-----------------------------------------
Printed Name
PRESIDENT
-----------------------------------------
Title
STOCKHOLDER:
XXXXXX XXXXX
By: /S/ XXXXXX XXXXX
-----------------------------------------
Signature
XXXXXX XXXXX
-----------------------------------------
Printed Name
STOCKHOLDER
-----------------------------------------
Title
DCA:
DENTAL CARE ALLIANCE, INC.,
a Delaware corporation
By: /S/ XXXXXX XXXXXXX
-----------------------------------------
Signature
XXXXXX XXXXXXX
-----------------------------------------
Printed Name
PRESIDENT
-----------------------------------------
Title
15
EXHIBIT A
PRACTICE LOCATION
EXHIBIT B
BUSINESS SERVICES PROVIDED BY DCA
DCA shall be responsible for providing all business and administrative
services required for the routine day-to-day operations of the Practice's
operations, only as follows; and otherwise ads deemed reasonably necessary by
DCA, or in the sole discretion of DCA as may be reasonably requested by PA.
(a) Employment and training of the Practice's non-dental staff.
(b) Payroll administration and accounting.
(c) Consulting advice on staff salaries, benefits and performance and
incentive plans.
(d) Recruitment of additional dentists.
(e) Facilitating the ordering of supplies.
(f) Bookeeping and accounting. Preparation of monthly financial
statements providing true, correct and complete copies thereof to
PA each month, and when same are completed.
(g) Processing and distribution of all checks, including but not
limited to, payroll, payables, taxes and rents, and provision of
copies of all bank statements to PA on a monthly basis promptly
after the same are received by DCA.
(h) Provision of business forms, and provision of consulting advice on
business procedures any systems.
(i) Establishment of administrative controls to assure against theft.
(j) Billing and collections supervision.
(k) Marketing and advertising.
(l) Installation of computer hardware and software. Training of staff
in utilization.
(m) Preparation of statistical data and analysis of office operations.
(n) Provision of consulting advise on improving office efficiency.
(o) Provision of consulting advise on office location and layouts.
(p) Negotation of office leases.
(q) Legal Services for the Practice's routine operations (not
including professional liability or malpractice defense).
(r) Solicitation of and assistance in negotations of managed care
contracts.
(s) Consulting services and advise (as requested) on office efficiency
and productivity.
(t) On behalf of the PA, and with the PA's funds (there is no
independent obligation of DCA to anyone to make any payments
except to the extent of the avilability of PA funds) payment of
all accounts and notes payable as and when the same become due and
payable in accordance with their respective terms.
EXHIBIT C
SUBLEASE
EXHIBIT D
INDEPENDENT CONTRACTOR AGREEMENT
EXHIBIT E
NOTE SCHEDULE
EXHIBIT F
DEFINITION OF NET PROFIT
Net profit shall be defined as:
Total collected revenues on a cash basis minus any patient refunds
minus practice expenses (listed on Exhibit J).
EXHIBIT G
LICENSE AGREEMENT
EXHIBIT H
AGREEMENTS SUBJECT TO EARLY TERMINATION AT OPTION
OF PA CONSISTENT WITH SECTION 6.2(B)
Lease Agreement for the Office
DCA Licensing Agreement
EXHIBIT I
OPTION AGREEMENT
OPTION AGREEMENT
This Option Agreement made in duplicate this 20th of October, 1996,
between XXXXXX X. XXXXXXX, hereinafter called Seller, whose post office address
is 0000 Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000, and XXXXXX X.
XXXXX, hereinafter called Buyer, whose post office address is 0000 Xxxxxx
Xxxxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx.
WITNESSETH:
That for and in consideration of the sum of One Dollar ($1.00) as
option money, together with the obligations of Buyer pursuant to that certain
Administrative Services Agreement of even date between the parties, the receipt
and sufficiency of which are hereby acknowledged by the parties, Seller does
hereby grant to Buyer an exclusive option, for the period set forth in paragraph
1 below, to buy upon the hereinafter contained terms and conditions, his 55%
undivided interest in the following described property situate in Charlotte
County, Florida:
See Exhibit A attached hereto.
1. EXERCISE OF OPTION. This option shall be exercised, if at all, by
notice in writing to Seller, at 0000 Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxx 00000, with a copy to J. Xxxxx Xxxxx, Esq., 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000, both of which shall be mailed, certified, return
receipt requested, or delivered personally to Seller, before 12:00 Midnight,
January 20, 1999, and if not exercised within said time, and in the manner
required hereby, this option shall thereupon terminate, be of no further force
or effect and the option money shall be deemed fully earned by Seller. No
portion of said option money shall be credited against the purchase price. In
the event this option is properly exercised, then Seller agrees to sell and
Buyer agrees to buy upon the hereinafter contained terms and conditions, the
aforesaid property. It shall be an absolute condition of the option to purchase
and in order for the notice to be proper and effective, that Xxxxx Dental &
Associates, P.A. shall have first or simultaneously exercised its buy out option
(the "Buyout") pursuant to Section 6.2(b) of that certain Administrative
Services Agreement of even date by and between Xxxxx Dental & Associates, P.A.
and Dental Care Alliance, Inc. Upon proper exercise of this option, this
agreement shall become a binding obligation upon Seller to sell and Buyer to
purchase the aforesaid property subject to the terms herein.
2. PURCHASE PRICE AND CLOSING. The total purchase price of said
property shall be paid to Seller in cash at closing and shall be agreed upon by
the parties, or, in the absence of such agreement shall be calculated as
follows:
The Purchase Price of the Property shall be 55% of the Property Equity.
For purposes of this paragraph, the term "Property Equity" shall be defined as
the difference between the payoff amounts for the mortgages identified on
Exhibit B attached hereto (the "Mortgages") at the time of closing on this
Option to Purchase and the fair market value of the Property as determined by an
MAI Appraiser selected by mutual agreement of the parties except that the
parties hereby agree that such value shall not, for purposes hereof, be less
than $400,000.00. Such valuation
shall be made upon proper exercise of the Option to Purchase by Buyer. The cost
of the Appraisal shall be borne by the Buyer. In the event either party shall
disagree with the appraisal, then that party may select another MAI appraiser,
at that party's sole cost and expense, and the fair market value of the Property
shall be the average of all the appraisals obtained.
Subject to the curative period set forth in paragraph 4 below, the sale
shall be closed at the offices of J. Xxxxx Xxxxx, P.A. on the date established
by the Seller following exercise of the option to purchase by Buyer, but in no
event shall such date be later than Ninety (90) days following receipt of
Buyer's notice of exercise of the option to purchase.
For purposes of clearing title, and in addition to any other remedy
available to Seller, this instrument shall be considered void and of no further
force and effect if a deed of conveyance for the interest described herein from
Seller to Buyer is not recorded on or before April 30, 1999.
3. TITLE EVIDENCE. Seller shall furnish to Buyer a title insurance
policy issued by Attorneys' Title Insurance Fund, Inc. or other reputable title
insurance company showing an insurable title to said property in Seller, except
for the items set out in Exhibit C, tenants in possession, standard ALTA
exceptions, covenants, restrictions and easements of record and taxes for the
current year. A binder shall be furnished to Buyer within fourteen (14) days
from the date of exercise of this option. Title examination and search expenses
and the premium for the title insurance shall be borne by Buyer.
4. TITLE OBJECTIONS. If title is found to be unmarketable, Buyer shall
notify Seller in writing within five (5) days after receipt of the title
insurance binder, specifying the defects, and Seller shall use its best efforts
within a period of 120 days after receipt of such notice to cure the defects in
title. Upon Seller's failure to correct the defects in title, the xxxxxxx money
deposit paid, at the option of the Buyer, shall be returned to the Buyer upon
demand and all rights and liabilities hereunder shall cease, or Buyer may close
the purchase in the same manner as if no defects had been found. The matters set
forth in paragraph 3 or listed on Exhibit B shall not constitute valid
objections to title.
5. CONVEYANCE. Simultaneously with the payment of the balance of the
Purchase price as provided in paragraph 2 hereof, Seller shall deliver to Buyer
a fully executed and sufficient warranty deed for recording, conveying to Buyer
a marketable fee simple title free and clear of all liens, encumbrances and
limitations, except those matters mentioned in paragraph 3 above.
6. CLOSING COSTS. The Buyer shall pay the documentary stamps tax on the
conveyance and the fee for recording the deed.
7. DAMAGE. If the improvements on the described property are damaged by
fire or other casualty before closing and can be restored to substantially the
same condition as they exist on the date of execution hereof, within a period of
not more than 60 days after the above date set for closing, then Seller shall so
restore said improvements and the closing date shall be extended accordingly. If
said restoration cannot be completed within said period of time, then Buyer may,
at Buyer's option, regain the xxxxxxx money theretofore paid and the parties
shall be relieved of all
2
obligations hereunder, or elect to purchase the property in the damaged
condition and take an assignment of all benefits paid or payable as a result of
said loss, from any insurance on the subject property.
8. TERMITE INSPECTION. Within 15 days from full execution hereof Buyer
may have the improvements located on said property examined to ascertain if any
part hereof has been damaged by or is infested with termites, wood beetles, dry
rot or other destructive inspects or agencies; if any such condition or damage
be found, Seller shall have the option to correct same at Seller's expense or to
terminate this agreement and refund all xxxxxxx money theretofore paid,
provided, however, Buyer may elect to accept said property in its then present
condition.
9. SURVEY. Buyer, at Buyer's expense, may obtain a survey of said
property. If such survey shows any violation of restrictions of governmental
wning regulations, or if any improvements, other than plantings, driveways or
walkways, are constructed over any easements, or if the improvements are not
entirely within the above described property, or if there are any encroachments
or overlaps, the same shall be deemed a defect in title.
10. ATTORNEY'S FEES. Any party failing to comply with all of the terms,
covenants and conditions hereof will pay all expenses, including a reasonable
attorney's fee, incurred by the other party, as a result of such failure.
11. NOTICES. Notices shall be set by certified mail, return receipt
requested, to Seller at 0000 Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx
00000, with a copy to J. Xxxxx Xxxxx, Esq., 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000, and to Buyer at 00000 Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx,
Xxxxxxx.
12. RECORDING. This agreement shall be recorded in the public Records
of Charlotte County, Florida.
13. INSPECTION. The Buyer has inspected the real property and agrees to
accept the real property in its then "as is" condition. The Seller makes no
representations or warranties regarding the real property other than those
warranties contained within the deed of conveyance.
14. ENTIRE AGREEMENT. No agreements, unless incorporated in this option
shall be binding upon any of the parties. This agreement may be modified or
amended only in writing signed by the parties.
15. NON-HOMESTEAD. Seller covenants that neither he nor his family
reside upon the above-described Property nor do they reside upon property
contiguous or adjacent thereto.
16. EXECUTION. If this agreement is not executed by all parties hereto
within 7 days of the execution hereof by the first party signing same, then all
deposits theretofore paid shall be returned to Buyer and this agreement shall be
of no further force or effect.
17. ASSIGNMENT. This agreement may not be assigned by Buyer without the
prior written consent of Seller.
3
18. NO BROKER. Buyer warrants that Buyer has dealt with no real estate
agent or broker in connection with the transaction contemplated by this
agreement in such a manner as to obligate Seller for a commission. Without
limiting the effect of the foregoing, Buyer agrees to indemnify and hold Seller
harmless against any claim or demand made by any broker or agent claiming to
have dealt with or consulted with Buyer contrary to the foregoing warranty.
19. MISCELLANEOUS. Time is of the essence of this agreement. Where
necessary to effectuate the intent of the parties, the agreements herein shall
survive the closing. The terms and conditions hereof shall bind and the benefits
inure to ehe parties hereto and to their respeceive heirs, devisees, personal
representatives, successors and assigns.
20. CROSS-DEFAULT. A default by Buyer under any of the following
described agreements shall constitute a default under this Option Agreement,
whereupon the option shall terminate, be of no further force and effect and the
option money shall be retained by Seller as consideration for this Agreement:
INSTRUMENT PARTIES DATE
---------- ------- ----
Commercial Retail Building Lease Xxxxxx X. Xxxxxxx, Landlord October 20, 1996
Xxxxx Dental & Associates, P.A.,
Tenant
Administrative Services Agreement Dental Care Alliance, Inc., Xxxxx October 20, 1996
Dental & Associates, P.A.
4
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals.
SELLER:
Executed by Seller on
OCTOBER 20, 1996
/S/ XXXXXX X. XXXXXXX
----------------------------------
Xxxxxx X. Xxxxxxx
BUYER:
Executed by Buyer on
OCTOBER 20, 1996
/S/ XXXXXX X. XXXXX
----------------------------------
Xxxxxx X. Xxxxx
STATE OF FLORIDA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
October, 1996, by Xxxxxx X. Xxxxxxx, who is personally known to me or produced
____________ as identification, and [did] [did not] take an oath.
Notary:_________________________________
[NOTORIAL SEAL] Print Name:_____________________________
Notary Public, State of:________________
My Commission Expires:__________________
Commission Number:______________________
STATE OF FLORIDA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
October, 1996, by Xxxxxx X. Xxxxx, who is personally known to me or produced
____________ as identification, and [did] [did not] take an oath.
Notary:_________________________________
[NOTORIAL SEAL] Print Name:_____________________________
Notary Public, State of:________________
My Commission Expires:__________________
Commission Number:______________________
5
EXHIBIT J
PRACTICE EXPENSE
Cost of Sales
Dental Supplies
Implant Supplies
Lab Expense-Internal
Lab Expense-External
Materials
Contract Dentists
Stockholder Salary (excluding his profit distribution)
Hygiene Wages
Lab Tech. Wages
Operating Expenses, Compensation & Benefits, Salaries & Wages
Dental Assistant Wages
Administrative Personnel Wages
Bonuses
Payroll Taxes
FICA Tax Expense
Medicare Tax Expense
FUTA Tax Expense
SUTA Tax Expense
Benefits
Health Insurance
Continuing Education
Fringe benefits for the Stockholder up to an
aggregate of $1,000 per month
Facilities
Rent-Office
Rent-other
Telephone
Pest Control
Cleaning Service
Utilities
Repairs & Maintenance
Dental Equipment
Computer Equipment
Building
Office Equipment
Advertising
Television
Newspaper
Yellow Pages
Magazines
Direct Sales
Seminars for the Stockholder
Outside Services
Accounting Services
Payroll Services
Auditing Services
Legal Services
Temporary Help
Misc. Outside Services
Lease Expense
Dental Equipment Lease
Telephone Lease
Computer Lease
Office Equipment Lease
Insurance
Workers Compensation Insurance
Liability Insurance
Malpractice Insurance
Misc. Insurance
Property and Casualty Insurance (office, Building)
Personal Property (contents)
Coverage Insurance
General Office Expenses
Administrative Support
Vehicle Expense
Computer Expense
Dues & Subscriptions
Office Expenses
Small Equipment Tools
Operating Supplies
Uniforms
Postage & Freight
Miscellaneous Expenses
Bank Charges
Cash Over/Short
Credit Guarantee Fees
Credit Card Charges
License, Fees & Permits
Taxes-Others
Property Taxes
Sales Taxes
State Taxes
Reimbursement Expenses
DCA Licensing Fees up to $1,000 per month
Other Misc. Expenses
Principal & Interest Expense
Notes associated with practice capitalization
EXHIBIT G
SHORT FORM LICENSE AGREEMENT
This License Agreement (this "Agreement") is entered into this 20th day
of October, 1996, by and between Dental Care Alliance Inc., a Delaware
corporation, with its principal place of business located at 0000 Xxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 ("DCA"), and Xxxxx Dental & Assoc., P.A., an
individual/corporation residing located at 0000 Xxxxxx Xxxx., Xxxx Xxxxxxxxx,
Xxxxxxx ("Licensee").
RECITALS
A. As a result of time, effort, experience and the expenditure of
money, DCA has acquired unique and special skills, technique and knowledge
concerning the ownership, management and operation of dental service offices.
B. DCA has devised a unique and uniform network of entities (the
"Network"), to the members of which DCA offers a particular package of services,
including, without limitation, marketing and promotional services, discounted
products and supplies, the right to identify a dental service office in
connection with the Licensed Marks (as defined in Section 9 hereof, and other
services related to the operation of a dental service office.
C. DCA has the right to offer to others a license to use the Licensed
Marks in connection with the operation of a dental service office and to operate
as a member of the network.
D. Licensee desires to avail himself or itself to the benefits of using
the Licensed Marks and participating in the Network, subject to and in
accordance with the covenants, terms and conditions of this Agreement and any
and all other documents, agreements, schedules and exhibits executed in
connection herewith.
E. The Parties acknowledge executing simultaneously herewith a Dental
Care Alliance Inc. Administrative Service Agreement.
F. DCA desires to grant to Licensee a license for the right to operate
a Dental Office (as hereinafter defined).
NOW, THEREFORE, in consideration of the full and faithful performance
hereafter by Licensee of all the covenants, terms and conditions herein
contained to be performed by Licensee, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. INCORPORATION OF RECITALS.
The Recitals are hereby incorporated into this Agreement as if set
forth more fully herein.
2. GRANT OF LICENSE.
DCA hereby grants to Licensee, for a period commencing upon the date of
execution of this Agreement and expiring simultaneously with the DCA
Administrative Service Agreement of even date unless and until otherwise
terminated prior thereto or extended thereafter in accordance with the terms set
forth herein (the "Original Term"), a license (the "License") for the right:
(a) To operate a single dental service office at the following
location: 0000 Xxxxxx Xxxx., Xxxx Xxxxxxxxx, Xxxxxxx (the
"Dental Office"); and
(b) To identify the foregoing Dental Office as a member of the
Network and to use one or more of the Licensed Marks in
connection therewith.
For the original Term of this Agreement, unless otherwise terminated
prior thereto or extended thereafter in accordance with the terms set forth
herein, the foregoing right and license shall be exclusive to Licensee for the
Territory identified as follows: five mile radius from dental office (the
"Exclusive Territory"). This grant, however, does not give Licensee any
exclusive rights nor impose upon DCA any obligations with respect to any other
business, licensed or otherwise, engaged in by DCA either directly or through
any other entity. Without limiting the application of the preceding sentence,
DCA specifically retains the right, in its sole discretion, and without granting
any rights to Licensee in connection therewith, to operate and grant other
licenses for the operation of Network Dental Offices outside of the Exclusive
Territory as DCA, in its sole discretion, deems appropriate.
3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT.
As a condition to the effectiveness of this Agreement,
Licensee shall upon the execution of this Agreement, shall deliver to DCA
appropriate documentation evidencing the authority of the individual executing
this Agreement on behalf of Licensee.
4. PAYMENT OBLICATIONS OF LICENSEE.
In consideration of the License herein granted Licensee hereby agrees
and consents as follows:
(a) Licensee shall pay to DCA, for each month during the Original
Term, a monthly license fee (the "License Fee") in the amount
of One Thousand Dollars ($1,000), to be paid on or before the
tenth (10th) day of each calendar month for the immediately
preceding calendar month. For any renewal terms of this
Agreement, the License Fee shall be the License Fee charged by
DCA under DCA's then current form of License Agreement. All
License Fee payments shall be deemed earned by DCA upon receipt
and shall not be refundable under any circumstances.
2
5. OTHER OBLIGATIONS OF LICENSEE.
5.1 SIGNAGE. In the event Licensee's Dental Office is identified with
free-standing outdoor signage, Licensee may, but shall not be required to,
display one or more of the Licensed Marks on the facing of such signage in a
reasonably appropriate manner, PROVIDED, HOWEVER, that in no event shall more
than twenty percent (20%) of the facing of any such signage be comprised of one
or more Licensed Marks or otherwise be used to identify the Dental Office's
affiliation with the Network. Notwithstanding anything contained herein to the
contrary, Licensee shall not be required to have or obtain any freestanding
outdoor signage in connection with the Dental Office.
5.2 WARRANTY PROGRAM. Licensee acknowledges that DCA requires each
and every member of the Network to extend a five (5) year limited warranty (the
"DCA Warranty") to the patients of their respective Dental Offices. In
particular, the DCA Warranty requires Licensee to guarantee, for a period of
five (5) years, all material and workmanship on all fillings, dentures,
partials, bridges and crowns provided at any Dental Office and paid for in full
by the patient. Subject to certain exceptions to be determined by DCA from time
to time in its sole discretion the DCA Warranty requires the Licensee to repair
or replace the defective product at no extra charge to the patient. Accordingly,
by executing this Agreement, Licensee hereby agrees to honor the DCA Warranty
and to perform services to patients of the Network in full compliance therewith.
Licensee further agrees that DCA shall be entitled, from time to time hereafter,
subject to the approval of Licensee, not to be unreasonably withheld, to amend
the DCA Warranty or to adopt additional warranty policies.
5.3 RESTRICTIONS ON OPERATIONS. Licensee's Dental Office may not be
used for any purpose other than the operation of dental service related
businesses. Licensee shall not provide any non-dental related services at the
Dental Office that are not otherwise approved by DCA in its sole and absolute
discretion.
6. REPRESENTATIONS AND WARRANTIES.
Licensee represents and warrants to DCA that, for so long as this
Agreement is in effect, it will maintain its existence in good standing as a
sole proprietorship, corporation, partnership or other entity, as applicable.
7. LICENSED MARKS.
Subject to the provisions of this Agreement, DCA hereby grants to
Licensee the right and license to use one or more of DCA's trademarks, service
marks, trade names, logotypes and commercial symbols (collectively, the
"Licensed Marks") in connection with the Dental Office. Notwithstanding the
foregoing, Licensee shall only display or otherwise use the Licensed Marks in
the manner or manners approved or designated by DCA in writing. Each such
display or use of one or more of the Licensed Marks shall clearly identify
Licensee as a licensee of such Licensed Marks, and not the owner or licensor
thereof.
3
Nothing contained herein gives Licensee any interest in or to any of
the Licensed Marks or any component thereof, nor the goodwill now or hereafter
attached thereto, except for the right to use such Licensed Marks as authorized
by DCA, pursuant to and for the term of this Agreement, solely in connection
with the operation of Licensee's Dental Office. Licensee shall not use the
Licensed Marks as part of any other corporate or trade name or with any prefix,
suffix or other modifying words, terms, designs or symbols, or in any modified
form, nor may Licensee use any Licensed Xxxx in connection with sale of any
unauthorized product or serve or in any other manner not expressly authorized in
writing by DCA.
Licensee shall not engage in or permit any act calculated to prejudice,
affect, impair or destroy the title or interest of DCA in and to any of the
Licensed Marks or any related or similar name. In addition, Licensee shall
immediately notify DCA of any apparent infringement of one or more of the
Licensed Marks by any third party or any challenge to Licensee's use of any of
the Licensed Marks.
In such instance, Licensee shall not communicate with any person other
than DCA and Licensee's counsel with respect to such infringement or challenge.
In addition, Licensee shall cooperate fully with DCA in defense and protection
of the Licensed Marks in question.
Notwithstanding the foregoing, DCA shall have sole discretion to take
such action as it deems appropriate and to exclusively control any litigation or
administrative proceedings arising out of any infringement, challenge or claim
regarding any one or more of the Licensed Marks. Licensee agrees to execute any
and all instruments and documents, render such assistance and do such acts and
things as may, in the opinion of DCA's counsel, be necessary or advisable to
protect and maintain the interests of DCA in any such proceeding or to otherwise
protect and maintain the interests of DCA in and to the Licensed Marks. Except
as specifically provided herein, DCA shall not otherwise be obligated to protect
or defend any of the Licensed Marks in any litigation or administrative
proceeding arising out of any infringement, challenge or claim if it elects not
to do so in its sole discretion.
If for any reason DCA or Licensee is ultimately prohibited from using
any one or more of the Licensed Marks, Licensee shall not be entitled to any
compensation therefor, nor shall compensation be paid by DCA to Licensee as a
result thereof. Further, Licensee may, immediately upon the request of DCA, be
required to modify or discontinue the use of one or more of the Licensed Marks,
or to use one or more additional or substitute trademarks, service marks, trade
names, logotypes or other commercial symbols in lieu of one or more of the
Licensed Marks, in connection with the Dental Office.
8. NO EMPLOYMENT INTENDED.
Nothing herein contained shall in any way be construed as constituting
Licensee, its Dentist in charge or any other employee or representative of
Licensee as an employee, agent, partner, subsidiary or joint venturer of DCA.
Licensee shall perform hereunder as an independent contractor at its sole
expense and risk and shall advertise this fact to the public, and assumes full
responsibility and liability for, and agrees to hold DCA harmless from any
claims, suits, actions,
4
losses, expenses, injury or damage, including, but not limited to, attorneys'
fees and other expenses incident thereto, incurred at any time by DCA as a
result of Licensee's activities in operating the Dental Office or arising out
of this Agreement.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, DCA IS NOT,
AND SHALL NOT BE DEEMED TO BE, PROVIDING TO LICENSEE, OR TO ANY OF MEMBERS OF
LICENSEE'S STAFF, ANY TRAINING, ADVICE OR CONSOLATION IN, NOR PRESCRIBING ANY
STANDARDS OR GUIDELINES PERTAINING TO, THE PROVISION OF DENTAL OR OTHER MEDICAL
CARE TO THE PATIENTS OF LICENSEE. CONSEQUENTLY, IN NO EVENT SHALL DCA IN ANY WAY
BE HELD LIABLE TO ANY THIRD PARTY FOR OR AS A RESULT OF THE PROVISION OF DENTAL
OR OTHER MEDICAL CARE BY LICENSEE OR BY ANY MEMBERS OF LICENSEE'S STAFF.
9. TERMINATION.
This License Agreement shall terminate immediately upon the termination
of DCA's Administrative Service Agreement attached hereto. The terms and
conditions of paragraph 6 of DCA's Administrative Service Agreement shall
control the termination of this License Agreement.
10. LICENSEE'S OBLIGATIONS UPON TERMINATION OR EXPIRATION.
Upon termination of the License, whether by DCA or Licensee, or upon
expiration of the term of the License or any renewal term thereof, Licensee
shall have the following obligations:
(a) Licensee shall immediately discontinue use of all Licensed
Marks, signs, structures literature, forms, promotional
advertising materials and any other article of personally
indicative of DCA or the Network, or which may be confusingly
similar thereto, or any designation indicating the existence
of an affiliation between Licensee and DCA or the Network. The
foregoing shall include immediately taking such action as may
be required to cancel any and all assumed names or equivalent
registrations relating to or in any way utilizing one or more
of the Licensed Marks.
(b) Licensee shall take immediate steps to cancel or otherwise
discontinue its use or display of any references to the
Licensed Marks in any telephone or trade directories or in any
advertising.
(c) Licensee shall return to DCA any materials, signs and displays
loaned or leased to Licensee by DCA in connection with this
Agreement.
(d) Licensee shall, as DCA so directs, either destroy or surrender
to DCA all other items containing or displaying the Licensed
Marks.
5
(e) Licensee shall pay to DCA or the appropriate DCA Affiliate,
within ten (10) calendar days after the effective date of
termination or expiration of the License (or such later date
on which the amounts due to DCA or the DCA Affiliate are
determined), all amounts due under this Agreement accrued
through the termination date and any other agreement,
instrument or document executed in connection herewith,
including, without limitation, any and all outstanding License
Fees, rent, amounts owed for items leased or purchased from
DCA or any of the foregoing, and all other amounts owed by
Licensee to DCA or any DCA Affiliate that remain unpaid as of
such date.
(f) pon termination or expiration of the License for any reason,
all rights and privileges accruing or granted to Licensee
under this Agreement and in connection with the License shall
immediately cease and terminate.
11. REMEDIES OF DCA: ENFORCEMENT.
11.1 LATE PAYMENTS. If any sums required to be paid by Licensee to
DCA or any DCA Affiliate under this Agreement are not paid when due, DCA shall
have the right to charge interest on such unpaid sums, such interest to begin
accruing on the day immediately following the date on which such sums are due,
at the highest rate allowed by law, or, if no such rate exists, at a rate of two
percent (2.0%) per month. All such payments received shall be credited, first,
against interest payments due and, second, against principal payments due. In
addition, DCA may discontinue Licensee's right to identify itself as a member of
the Network and to lease or purchase equipment, instruments, supplies and
products under any national marketing contracts entered into by DCA for the
benefit of the Network and its members if Licensee is delinquent in any
payments. In addition, in the event Licensee fails to make prompt payment to DCA
or any DCA Affiliate or any amounts required under this Agreement, DCA shall be
entitled to terminate the License granted hereunder.
11.2 EQUITABLE REMEDIES. Licensee agrees that any breach or
threatened breach of this Agreement by Licensee would cause irreparable and
immediate harm to DCA and that money would not be an adequate remedy in the
event of any such breach. By reason of the foregoing, Licensee acknowledges and
agrees that DCA shall be entitled to injunctive or other equitable relief,
including, without limitation, entry of temporary restraining orders and
temporary and permanent injunctions, in the event of any breach or threatened
breach of this Agreement. Licensee hereby irrevocably waives any claim or
defense that an adequate remedy is available at law, and agrees not to interpose
any claim or defense that an adequate remedy at law exists. Nothing in this
Agreement shall prevent DCA from electing to seek any monetary or other relief
in addition to any equitable relief for breach or threatened breach of this
Agreement. The failure of DCA to institute a legal action promptly upon any such
breach shall not constitute a waiver of that or any other breach hereof.
6
12. ASSIGNMENT.
12.1 BY LICENSEE. Licensee agrees that, during the Original Term of
the License and for any renewal terms thereof, Licensee shall not sell, assign,
transfer, pledge or mortgage the License or any interest therein, without the
prior written consent of DCA, which consent (i) shall be at DCA's sole and
absolute discretion and (ii) may be subject to the satisfaction by Licensee or
the prospective transferee of the License, or both, of specific terms and
conditions, including, without limitation, executing DCA's current standard
license agreements, documents and instruments.
12.2 BY DCA. Licensee acknowledges and agrees that DCA may at any
time sell or assign, in whole or in part, its interest in the License or any
part thereof, without the consent of Licensee to any person or legal entity
wholly owned by or under common ownership with Licensor, or in connection with
any merger, consolidation, acquisition or public offering. In addition, Licensee
acknowledges and agrees that DCA may, at any time during the term of the
License, offer any of its securities in connection with a public offering by
filing an effective registration statement under the Securities Act of 1933, as
amended, or any similar federal law then in force.
13. COVENANTS AND RESTRICTIONS.
13.1 Licensee acknowledges that by and through this Agreement it
shall receive confidential business information of Licensor, copyrighted
information of Licensor, trade secrets of Licensor, as well as other valuable
business, proprietary and professional information. In addition, through this
license agreement and by the use of license marks, network materials and network
affiliation, Licensee will establish substantial relationship with prospective
or existing patients, customers, vendors, manufacturers, dental equipment
suppliers, advertisers, managed care contractors, and insurance providers.
Licensee will have the benefit of the good will associated with the license xxxx
and by being a network provider obtain goodwill specifically in the tradename,
trademark and service xxxx of Dental Care Alliance and the marks as described in
Paragraph 9 above and any subsequent license marks adopted by Licensor.
Licensee hereby agrees that it will not, during the course of this
License Agreement and for a period of three years from the effective date of
termination of this agreement, or if Licensee continues as a licensed operation
subsequent to the expiration of any written agreement three years from the
effective date that Licensee ceases to be affiliated with the Licensor, engage
in the business of providing administrative or practice networking services for
dental practices which are not owned by Licensee; PROVIDED HOWEVER that it is
understood by the parties that this provision shall not be construed to in any
way limit Licensee from engaging in the business of practicing dentistry and
providing dental services. Licensee further agrees that during the said three
year period that it will not directly or indirectly be connected with any
person, corporation, or business entity in competition with Licensor. Licensee,
its officers, directors and shareholders shall have no financial interest in or
in any business which is competitive with Licensor.
Further, Licensee will use his best efforts to cause each of its
professional employees to execute a covenant not to compete as set forth in
attached Exhibit "D" and agrees to use his best
7
efforts to cause such professional employees to refrain from engaging in any
competitive businesses either as a principal, investor, consultant or employee
that is similar to or competes with business conducted by Licensor.
13.2 COVENANT NOT TO DISCLOSE TRADE SECRET. During the term of this
Agreement and for an additional five year period from the termination of the
same Licensee agrees that it will not disclose to any person or entity any trade
secrets of Licensor, including but not limited to promotional materials,
marketing materials, assurance contracts, customer lists, pricing information,
advertising information, management materials, preferred provider contracts, or
insurance agreements, or like materials relating to the Licensor or the business
of the Licensor that the Licensee has become privy to or has used during its
involvement with Licensor.
13.3 ENFORCEMENT OF COVENANTS. Licensee acknowledges that the
restraints set forth in the above paragraphs are reasonable and necessary for
the protection of legitimate business interests of Licensor and that these
covenants on the part of the Licensee shall be construed as an Agreement. The
existence of any claim or cause of action of the Licensee shall not be construed
as a defense to the enforcement by the Licensor of the covenants. It is agreed
by the Licensor and Licensee that if any portion of the restrictive covenants is
held unreasonable, arbitrary or against public policy these covenants shall be
considered to be diminishable both as to time and geographical area. To the
extent necessary to make it enforceable. These covenants shall not be construed
narrowly against the drafter but shall be given their fullest, broadest
interpretation to protect the legitimate business interest or Licensor.
It is understood that a court of competent jurisdiction shall enforce
the restrictive covenants by any appropriate and effective remedy, including,
but not limited to, temporary and permanent injunctions.
The laws of the State of Florida shall control the interpretation of
these restrictive covenants. Licensee specifically agrees that the Twelfth
Judicial Circuit in and for Sarasota County, Florida, has jurisdiction over the
enforcement of these restrictive covenants, and that the Twelfth Judicial
Circuit in and for Sarasota County, Florida, will be the appropriate venue for
any action brought pursuant to this restrictive covenant.
14. INDEMNIFICATION.
Licensee shall indemnify, defend and hold harmless as set forth in
Paragraph 5.4 in the Administrative Services Agreement attached hereto.
15. NOTICES.
Any notice or other communication required or permitted under this Agreement
shall be valid and effective only if given by written instrument that is
personally delivered by courier or sent by telegraph, telecopier, or registered
or certified mail, postage prepaid, addressed in accordance with the addresses
set forth below. Notice shall be deemed to be given upon the date of
transmission or, if mailed, three (3) calendar days after the date of deposit in
the U.S. Mail.
8
If to Licensee, to:
Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
If to DCA, to:
Dental Care Alliance, L.C.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Telephone number: (000) 000-0000
Attention: Xx. Xxxxxx X. Xxxxxxx, President
Any party may change the address at which it is to be given notice
hereunder by giving notice hereunder by giving notice thereof to the other party
in accordance with this Section 19.
16. APPLICABLE LAW.
This Agreement has been executed and delivered in, and shall be
governed by and construed in accordance with the internal laws of the State of
Florida, without application of such State's conflicts of laws provisions.
17. WAIVER.
No failure of DCA to exercise any right given to it hereunder, or to
insist upon strict compliance by Licensee of any obligation hereunder, and no
custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of DCA's right to demand exact compliance with the terms
hereof. Waiver by DCA of any particular default by Licensee shall not affect or
impair DCA's rights in respect to any subsequent default of the same or of a
different nature, nor shall any delay or omission of DCA to exercise any rights
arising from such default, affect or impair DCA's right as to such default or
any subsequent default.
18. SEVERABILITY.
If any applicable and binding law or rule of any jurisdiction requires
a greater prior notice of the termination of or refusal to renew the License
than is required hereunder, or the taking of some other action not required
hereunder, or if under any applicable and binding law or rule of any
jurisdiction any provision of this Agreement or any specification or standard
prescribed by DCA is invalid or unenforceable, the prior notice or other action
required by such law or rule shall be substituted for the comparable provisions
hereof, and DCA shall have the right, in its sole discretion, to modify such
invalid or unenforceable provision, specification, standard or operating
procedure to the extent required to be valid and enforceable.
19. ENTIRE AGREEMENT.
9
This Agreement contains the entire understanding of the parties hereto.
DCA has not authorized, nor will it authorize, any representations, whether
pertaining to anticipated volume of sales or the amount of profit to be realized
from the operation of the Dental Office, the desirability of the Dental Office's
location, or otherwise, or any other inducements, promises or agreements, oral
or otherwise, to be made to Licensee in any form whatsoever. Accordingly,
Licensee shall not be entitled to rely upon any such representations, if any
made by DCA, its agents, representatives or employees, or by any third party.
Licensee acknowledges that it has conducted an independent investigation of the
business contemplated by this Agreement and recognizes that, like any other
business, the nature of the business conducted by DCA may evolve and change over
time, that an investment in a Dental Office involves business risks, and that
the success of the venture is largely dependent upon the business abilities and
efforts of Licensee.
20. FULL FORCE AND EFFECT.
All obligations of DCA and Licensee which expressly or by their nature
survive the expiration or termination of this Agreement shall continue in full
force and effect subsequent to and notwithstanding such expiration or
termination, until such time as they are satisfied or by their nature expire.
21. EFFECTIVE DATE.
This Agreement shall not be effective until executed by DCA.
22. ONGOING OBLIGATIONS.
Licensee agrees that it will not, on grounds of the alleged
nonperformance by DCA or any DCA Affiliate of any of their respective
obligations hereunder, withhold payment of any License Fees, amounts due to DCA
or any DCA Affiliate for purchases by Licensee, or any other amounts due DCA or
any DCA Affiliate hereunder or in connection herewith; provided that actual
nonperformance by DCA is proven, this provision shall not apply.
23. JOINT AND SEVERAL OBLICATIONS.
If two (2) or more persons at any time constitute Licensee hereunder,
their obligations and liabilities to DCA hereunder shall be joint and several.
24. CERTIFICATION BY LICENSEE.
Licensee hereby certifies that it has had the opportunity to seek
advice of counsel prior to its execution of this Agreement, and that it has
opportunity to inspect the Network's business concept and review information
made available to it by DCA concerning the same. Licensee acknowledges that the
success of the business herein licensed is primarily dependent on Licensee's
skill and business acumen.
25. BREACH OF LICENSE AGREEMENT. A breach of Dental Care Alliance,
Inc.'s Administrative Service Agreement by Licensee shall be considered a breach
of this License
10
Agreement and a breach by the Licensee of the Dental Care Alliance License
Agreement shall be considered a breach of the Dental Care Alliance, Inc.'s
Administrative Service Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused their
duly authorized representatives to execute this License Agreement on the day and
year first above written.
Agreement on the day and year first above written.
DENTAL CARE ALLIANCE, L.C.
By: XXXXXX XXXXXXX
--------------------------------
Title: PRESIDENT
By: /S/ XXXXXX XXXXX
--------------------------------
Signature of LICENSEE
Printed Name: XXXXXX XXXXX
By:________________________________
Signature of LICENSEE
Printed Name:______________________
Address of
Dental Office:_________________________
11
[Notarization of Licensee's Signature]
STATE OF FLORIDA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
October, 1996, by Xxxxxx X. Xxxxxxx, who is personally known to me or produced
____________ as identification, and [did] [did not] take an oath.
Notary:________________________________
[NOTORIAL SEAL] Print Name:____________________________
Notary Public, State of:_______________
My Commission Expires:_________________
Commission Number:_____________________
STATE OF FLORIDA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
October, 1996, by Xxxxxx X. Xxxxx, who is personally known to me or produced
____________ as identification, and [did] [did not] take an oath.
Notary:________________________________
[NOTORIAL SEAL] Print Name:____________________________
Notary Public, State of:_______________
My Commission Expires:_________________
Commission Number:_____________________
12
