EXHIBIT 10.41
XXXX X. XXXXXX, D.D.S., P.C.
EMPLOYMENT AGREEMENT
This agreement (the "Agreement") is made this ___day of August, 1996, by
and between Xxxx X. Xxxxxx, D.D.S., P.C., a Texas professional corporation
("Castle"), and Xxxxxx X. Xxxxxx, D.D.S., a dentist licensed to practice his/her
profession in the State of Texas ("Employee").
WHEREAS, Employee desires to practice general dentistry as an employee
of Castle, and Castle desires to hire Employee under the terms of this
Agreement;
NOW, THEREFORE, in the mutual agreements of the parties hereinafter set
forth, it is hereby agreed as follows:
ARTICLE I
EMPLOYMENT
1.1 Castle hereby hires Employee and Employee accepts such hiring to
render professional services on behalf of Castle, subject to the rules thereof
and the standards of the dental profession.
1.2 Employee shall at all times be a dental employee subject to the
terms of this Agreement, and nothing contained in this Agreement or in the
relation of Castle and Employee shall be deemed as constituting a partnership,
joint venture or other relationship. Castle and Employee recognize that the
relationship of employer and employee requires Castle to comply with all income
tax laws pertinent to such relationship.
1.3 This Agreement shall commence as of the date first above written,
and shall thereinafter continue until terminated as herein provided, subject to
the terms of this Agreement.
ARTICLE II
TERMINATION
2.1 Termination of this Agreement shall be classified as voluntary or
involuntary.
2.2 Voluntary termination shall be that termination by either Castle or
Employee upon giving not less than thirty (30) days written notice of intent to
terminate to the other party.
2.3 Involuntary termination shall be termination, in Castle's sole
determination, due to any of the following reasons:
A. Employee fails to perform his/her duties hereunder as a result
of illness or other incapacity and such illness or incapacity
shall continue for a period of more than two (2) months;
B. Employee has been disqualified to practice dentistry by reason
of law or fails to maintain insurance in effect as required by
Article VI;
C. Employee shall willfully violate any law or ethical rule
relating to the practice of dentistry; or
D. Employee engages in alcohol or drug abuse; conducts
himself/herself privately or professionally in a manner
detrimental to Castle, which shall be determined solely within
Castle's discretion, or breaches any of the terms of this
agreement.
2.4 In the event of involuntary termination of this Agreement pursuant
to sub-paragraphs 2.3 A-D, Employee's employment may be immediately terminated
by oral or written notification.
ARTICLE III
DUTIES
3.1 Employee will maintain the highest standard of care of the dental
profession.
3.2 Employee shall not provide dental services of any kind to any person
without the advance written consent of Castle. Concurrently with the execution
of this Agreement, Castle shall provide Employee with a letter, whereby Castle
shall agree to Employee's work schedule for the period from August 1, 1996 to
August 31, 1996. Such letter shall satisfy the requirements of the first
sentence of this Section 3.2. Thereafter, on a monthly basis, Castle will issue
a letter addressing Employee's work schedule.
3.3 Employee shall promote, to the extent permitted by law and the
applicable canons of professional ethics, the professional practice of Castle,
and shall to a reasonable extent attend professional conventions, postgraduate
seminars and participate in continuing education courses, and shall do all
things necessary to maintain and improve his/her professional skills.
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3.4 Employee shall secure the patient's (or legal guardian of the
patient, if the patient is a minor) consent in writing to provide treatment,
prior to starting a dental procedure on the patient, in accordance with Texas
law.
3.5 Employee shall not provide or administer nitrous oxide sedation to
patients unless he/she is certified to do so by the Texas State Board of Dental
Examiners.
3.6 Employee agrees that he/she will become familiar with and remain
familiar with the Occupational Safety and Health Act ("OSHA") requirements
applicable to the dental profession. Employee further agrees that he/she will
ensure compliance with OSHA requirements as to himself/herself and any other
personnel working directly with him/her at Castle. In the event Employee fails
to comply with OSHA requirements applicable to the dental professional and such
failure results in any fine or imposition of penalty upon Castle, Employee
agrees to pay to Castle the amount of such fine and make restitution for any
other penalty imposed.
ARTICLE IV
EMPLOYEE COMPENSATION
During the term of this Agreement, the Company agrees to pay Employee an
annual salary of $1.00 ("Salary"). Salary payments shall be subject to all
applicable federal and state payroll, withholding and other taxes.
ARTICLE V
CONDITIONS DURING EMPLOYMENT
5.1 Employee shall maintain records of all discussions with patients
regarding treatment needs and treatment recommendations, all treatment
procedures, and will remain in compliance with all state regulatory rules
regarding patient records. Castle and Employee agree that Castle will retain all
past, current and future dental records on any patient treated by Employee.
Employee shall have access to such records for inspection and copying. In the
event of termination of this Agreement for any reason, all dental records of
patients treated by Employee shall be maintained by Castle and shall be deemed
owned by Castle and shall continue to be maintained by Castle and Employee shall
retain the right to inspect and copy records of patients treated by Employee.
5.2 Unless required by service of legal process, no dental record shall
be displayed or delivered to, nor any information therefrom disclosed to, any
person not connected with Castle, except in strict accordance with the rules
promulgated by Castle and the state dental examiners.
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5.3 Castle shall schedule the days and times Employee shall perform
his/her duties. Changes by Employee in Employee's schedule are to be submitted
at least thirty (30) days in advance. If it is necessary for Employee to be
absent from regularly scheduled patient care, it is his/her responsibility to
contact another Employee to work in his/her place.
ARTICLE VI
INDEMNITY AND INSURANCE
Employee must be covered by professional liability (malpractice)
insurance through an insurance company acceptable to Castle. Castle agrees to
pay the expense of such insurance during the term of this contract. The
insurance shall have limits of not less than $1,000,000.00 per claim or
occurrence, and $3,000,000.00 in aggregate. Proof of such insurance coverage
shall be provided to Castle by Employee two (2) days before Employee commences
his/her duties under this contract. Employee shall provide to Castle proof of
renewal of said coverage ten (10) days prior to the expiration of such policy.
Employee must maintain the insurance required under this article at all times
during the term of this contract. If Employee's insurance is canceled, Employee
shall notify Castle within twenty-four (24) hours after he/she receives such
notice. At no time shall Employee render professional services pursuant to this
Agreement without insurance coverage and Employee shall not perform any
procedures for which his/her professional liability insurance does not provide
coverage. Employee shall hold harmless and indemnify Castle, its employees,
successors and assigns from and against any and all liabilities, costs, damages,
expenses and attorneys' fees resulting from or attributable in whole or in part
to any and all acts or omissions of Employee while providing professional
services for Castle.
ARTICLE VII
CONFIDENTIALITY
7.1 It is agreed by Employee that all patients referred to him/her will
be seen and treated by Employee exclusively at the offices of Castle.
7.2 Employee further agrees that the forms, brochures, operating policy
and procedural manuals used by Castle and marketing programs and techniques
developed by Castle are of a confidential nature and Employee agrees that he/she
shall in no way copy same; or otherwise use Castle's forms, operating policies
and procedures and marketing techniques except in the furtherance of his/her
duties for Castle.
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ARTICLE VIII
ARBITRATION
Any and all disputes, controversies, claims, and demands arising out of
or relating to this Agreement or any provision hereof, or in any way relating to
the relationship between Castle and Employee, whether in contract, tort, or
otherwise, at law or in equity, for damages or any other relief, shall be
resolved by binding arbitration pursuant to the Federal Arbitration Act in
accordance with the Commercial Arbitration Rules then in effect with the
American Arbitration Association. Any such arbitration proceeding shall be
conducted in Xxxxxx County, Texas. This arbitration provision shall be
enforceable in either federal or state court in Xxxxxx County, Texas pursuant to
the substantive federal laws established by the Federal Arbitration Act. Any
party to any award rendered in such arbitration proceeding may seek a judgment
upon the award and that judgment may be entered by any federal or state court in
Xxxxxx County, Texas having jurisdiction.
ARTICLE IX
MISCELLANEOUS
9.1 This Agreement is made pursuant to, and shall be governed by and
construed in accordance with the laws applicable to contracts made and to be
performed entirely within the State of Texas.
9.2 The services provided under this Agreement may be performed only by
Employee and this Agreement is not assignable by Employee.
9.3 The failure of Castle or Employee to seek redress for a violation or
to insist upon strict performance of any covenant agreement, provision or
condition of this Agreement, shall not constitute a waiver of the terms of such
covenant, agreement, provision or condition.
9.4 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
9.5 Notices required to be given to any party hereunder shall be in
writing and shall be personally delivered or shall be sent by registered mail,
return receipt requested postage prepaid, addressed to the party at their
respective address set forth below.
9.6 This instrument contains the sole Agreement of the parties hereto
and correctly sets forth the rights, duties and obligations of each to the other
as of this day. Any prior agreements, promises, negotiations, or representations
not expressly set forth in this Agreement are of no force and effect.
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IN WITNESS WHEREOF, the parties have set their hands the day and year
first above written.
XXXX X. XXXXXX, D.D.S., P.C.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
By:
Xxxx X. Xxxxxx, D.D.S.
President
Employee
Xxxxxx X. Xxxxxx, D.D.S.
Address:
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