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EXHIBIT 10.13
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made as of
March 31, 1997 by and between United Dental Care Xxx Xxxxxx D.D.S. & Associates,
a dental corporation organized and existing under the laws of the State of
Arkansas ("P.A."), and United Dental Care, Inc., a corporation organized and
existing under the laws of the State of Arkansas ("Service Company").
RECITALS
A. P.A. is engaged in the practice of dentistry through dentists
licensed by the Oklahoma Board of Governors of Registered Dentists and who are
employed by P.A. or who have entered into independent contractor agreements with
P.A. to provide services to patients of P.A. and conducts such practice at
Dental Centers located in the State of Oklahoma.
B. Service Company is organized for the purpose of providing
comprehensive management and related administrative services to dental practices
and has developed extensive expertise and experience in the operation,
management and marketing of the non-dental aspects of dental centers of the type
operated by P.A.
C. P.A., in order to enable its dental employees and independent
contractors to focus their efforts and time on the practice of dentistry and
the delivery of dental services to the public, has requested, and Service
Company has agreed to provide, comprehensive management and related
administrative services.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
1. Definitions.
(a) "Act" means the Oklahoma State Dental Act and the
Regulations of the Oklahoma Board of Governors of Dentistry adopted pursuant
thereto.
(b) "Cost of Dental Services" means: the aggregate
compensation of dentists who are employed by or who are independent contractors
with P.A. at the Dental Centers and other licensed personnel who must be
employed by the P.A. under applicable law ("Support Personnel") together with
the cost of expenses, taxes and benefits of such dentists and Support Personnel
including, but not limited to, vacation pay, sick pay, health care expenses,
professional dues, expense reimbursement, discretionary bonuses or incentive
payments, if any, based on profitability or productivity and other expenses and
payments required to be made to or for the benefit of the dentists or the
Support Personnel pursuant to their employment agreements or independent
contractor agreements or otherwise plus P.A.'s portion of
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all employment and payroll taxes; other expenses incurred by P.A. in carrying
out its obligations under this Agreement; and the costs of malpractice
insurance; and costs which are paid to Service Company under leases for
premises (including without limitation under Section 8 of this Agreement) or
personal property or under licenses.
(c) "Dental Board" means the Oklahoma Board of Dentistry
established under the Act.
(d) "Dental Center" means the facility or facilities
operated by P.A. and at which Dental Services are, or in the future may be,
rendered by P.A. identified on Exhibit A hereto, as amended, supplemented or
modified from time to time.
(e) "Dental Services" means all services rendered by P.A.
which constitute the practice of dentistry as defined by the Act.
(f) "Net Pre-Tax Income" means Net Revenues less the
total of Service Company Costs and the Cost of Dental Services, but without
regard for the provision for income taxes.
(g) "Net Revenues" means all Revenues net of refunds or
billing adjustments.
(h) "Non-Dental Personnel" means all personnel including,
but not limited to, accountants, bookkeepers and receptionists who perform
services which do not constitute the practice of dentistry or who are not
required by applicable law to be employees of P.A.
(i) "Revenues" means all amounts on an accrual basis
which P.A. receives or becomes entitled to receive for any services or sales of
products or otherwise, including, without limitation, for the performance of
Dental Services for its patients by dentists or Support Personnel who are
employees or independent contractors of P.A. or for the sale of products
including pharmaceuticals.
(j) "Service Company Costs" means all costs incurred by
Service Company, including indirect overhead and other expenses attributable to
the carrying out of its obligations under this Agreement, but excludes costs
which are reimbursed to Service Company under leases for premises or personal
property or licenses.
(k) "Support Personnel" shall have the meaning specified
in the definition of Cost of Dental Services.
2. Engagement to Provide Services. During the term of this
Agreement and all renewals and extensions thereof, P.A. engages Service Company
to provide sole and exclusive development, management and administrative
services with respect to all non-dental functions relating to the operation of
the Dental Centers, and Service Company agrees to furnish to P.A. all of the
non-dental development,
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management, and administrative services needed by P.A. in connection with the
operation of the Dental Centers.
3. Services. The non-dental development, management, and
administrative services to be provided by Service Company shall include the
following:
(a) Bookkeeping and Accounts. Service Company shall
provide all bookkeeping and accounting services necessary or appropriate to the
functioning of the Dental Centers including, but not limited to, maintenance,
custody and supervision of all business records, ledgers, journals and reports,
and the preparation, distribution, and recordation of all bills and statements
for professional services rendered by P.A. including the billing and completion
of reports and forms required by insurance companies, dental maintenance
organizations, governmental agencies or other third-party payors (collectively,
the "Business Records"); provided, however, that such Business Records shall
not be deemed to include patient records and other records or documents which
relate to patient treatment by dentists and, provided further, that all such
Business Records shall remain the property of P.A.
(b) Billing; Collections. Service Company shall be
responsible, for and on behalf of P.A., as its agent, for billing and collecting
the charges made with respect to all Dental Services provided by P.A. at the
Dental Centers unless otherwise agreed in writing. The extent to which Service
Company attempts to collect such charges, the methods of collection and the
amount of settlements with respect to disputed charges, and the determination of
which charges are not collectible, shall be within the sole discretion of the
Service Company; provided that (i) Service Company will comply with all
applicable law, including without limitation, the Federal Fair Debt Collection
Practice Act, and (ii) Service Company will not commence any legal action or
settle or compromise any legal action without P.A.'s approval, which shall not
be unreasonably withheld.
(c) Non-Dental Personnel. Service Company shall,
following consultation with P.A., select for employment and terminate the
employment of all Non-Dental Personnel as Service Company shall deem necessary
or advisable, and shall be responsible for the supervision, direction, training
and assigning of duties of all Non-Dental Personnel, with the exception of
activities carried on by Non-Dental Personnel which must be under the direction
or supervision of licensed dentists in accordance with applicable law and
regulations. Unless otherwise specifically agreed in writing, all Non-Dental
Personnel shall be employees or independent contractors employed or engaged by
Service Company, and the selection and terms of employment or engagement,
including the rates of compensation, supervision, direction, training and
assignment of duties of all Non-Dental Personnel shall be determined and
controlled exclusively by Service Company.
(d) Dental Personnel. Service Company shall provide
assistance to P.A. in recruiting and evaluating prospective dentists and
Support Personnel as employees or independent contractors of P.A.
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(e) Marketing and Advertising Programs. Service Company
shall: develop marketing and advertising programs for P.A.; provide advice and
assistance to P.A. on overall marketing programs, and determine and analyze the
effect of such programs; plan, create, write and prepare advertising materials;
negotiate contracts with advertising media for space and time; and obtain
services necessary in connection with the production and presentation of
advertisements.
(f) Insurance. Service Company shall, following
consultation with P.A., make reasonable efforts to obtain and maintain in full
force and effect during the term of this Agreement, and all extensions and
renewals thereof, public liability and property insurance which Service Company
deems appropriate to protect against loss, claims, and other risks, or which is
necessary to comply with the terms of lease agreements for the Dental Centers,
and Service Company shall assist P.A. and the dentists in obtaining professional
liability insurance.
(g) Supplies. Service Company shall acquire and supply
to P.A. all dental and non-Dental supplies which may be reasonably required in
connection with the operation of the Dental Centers.
(h) Health Plans. Service Company shall provide
assistance to P.A. in developing, negotiating, marketing, and administering
prepaid managed and other health plans for the providing of dental care and
shall obtain licensure as a third-party administrator, and any other
appropriate licenses, registrations or certificates, if and to the extent
required by applicable law.
(i) Bank Accounts, Cash Management. Service Company is
authorized to establish and maintain for and on behalf of P.A. bank accounts
for the collection and disbursement of P.A.'s funds. Service Company is
authorized to disburse funds from such accounts for the payment of costs
incurred by or on behalf of P.A. in accordance with this Agreement, for Service
Company's compensation, and for all other costs, expenses, and disbursements
which are incurred in connection with this Agreement. Service Company shall
manage all cash and cash equivalents of P.A.
(j) Tax Returns, Reports. Service Company shall be
responsible for preparing and filing all tax returns and reports required or
necessary in connection with the operation of the Dental Centers.
(k) Overall Supervision. Service Company shall provide
P.A. with overall supervision and management, including maintenance and repair,
of the Dental Centers and all furniture, fixtures, furnishings, equipment, and
leasehold improvements located in or used at the Dental Centers.
(l) Equipment and Furnishings. Service Company shall
provide and maintain, either directly or through appropriate lease agreements,
all necessary equipment and furnishings for the Dental Centers.
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(m) New Dental Centers. Service Company shall provide
planning and studies to determine the location of new Dental Centers, provide
designs for such new Dental Centers, obtain leases for the space for Dental
Centers, and do all things necessary in connection with equipping of such new
Dental Centers for operation, and shall make such space available to P.A.
pursuant to appropriate subleases, or other documents or agreements, all in such
forms as may be required by Service Company and/or its lessor. Service Company
shall amend, modify or supplement Exhibit A to this Agreement in connection with
the establishment of new Dental Centers, as appropriate.
(n) Financial Statements and Budgets. Service Company
shall prepare monthly and annual financial statements containing a balance
sheet and statement of income for P.A. Annual financial statements shall be
delivered to P.A. within 90 days after the end of each fiscal year and monthly
financial statements shall be delivered to P.A. within 30 days after the end
of each calendar month. Service Company shall prepare, in reasonable detail,
an annual budget for P.A. which shall be delivered to P.A. within 30 days after
the end of each fiscal year.
(o) Litigation Management. Subject to the provisions of
Section 3(b)(ii), Service Company will (i) manage and direct the defense of all
claims, actions, proceedings or investigations against P.C. or any of its
officers, directors or employees in their capacity as such, and (ii) manage and
direct the initiation and prosecution of all claims, actions, proceedings or
investigations brought by P.A. against any person other than the Service
Company.
4. Conduct of Dental Practice and Other Matters.
(a) Practice of Dentistry. P.A. shall be solely and
exclusively in control of all clinical aspects of the practice of dentistry and
the delivery of Dental Services at the Dental Centers and P.A. shall be
responsible for providing all Dental Services and for the payment of all Costs
of Dental Services. P.A. shall be solely and exclusively in control of the
operation of the Dental Centers and any other office or place of business where
dental services are provided by P.A. All persons to whom such Dental Services
are provided shall be patients of P.A. and not of Service Company, and Service
Company shall not have or exercise any control or direction over the manner or
methods with which Dental Services and related duties are performed or
interfere in any way with the exercise by the dentists who are employees or
independent contractors of P.A. of their professional judgment. Nothing in
this Agreement shall be deemed to alter, change or abridge the relationship
between P.A. dentists and P.A. patients. P.A. shall be solely responsible for
assuring that all dentists who are employed by or who are independent
contractors of P.A. at the location listed on Exhibit A hereto hold all
necessary licenses from the State of Oklahoma, that such licenses are current
and in good standing, and that such professional services are performed in
accordance with the applicable ethical standards, laws and regulations relating
to professional practice in the State of Oklahoma. P.A. shall take all actions
necessary to maintain its status as a
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professional corporation including provision for succession so that the
outstanding shares of P.A. are owned at all times by a person licensed to
practice dentistry in the State of Oklahoma.
(b) Patient Referrals. It is not a purpose of this
Agreement to induce or encourage the referral of patients. The parties agree
that the benefits to P.A. and Service Company do not require, are not payment
or inducement for, and are not in any way contingent upon the admission,
referral or any other arrangement for the provisions of any item or service
offered by Service Company to any of P.A.'s patients or for the referral of any
patient.
(c) Noncompetition. P.A. shall enforce the terms of any
employment or independent contractor agreements to which it is a party and any
noncompetition, confidentiality and similar covenants or restrictions
("Non-competition Agreements") of which it is the beneficiary, except to the
extent that such Non-competition Agreements are unenforceable under applicable
law. During the term of this Agreement, P.A. shall not establish, operate or
provide dental services at any dental office, clinic or other health care
facility providing services substantially similar to those provided by P.A.
pursuant to this Agreement anywhere within 100 miles of any facility operated
by Service Company. The provisions of this Section 4(c) shall not in any way
limit or otherwise affect the terms and provisions of the Non-Competition
Agreement dated as of March 31, 1997 by and between Service Company and Xxxxxxx
Xxxxxx Xxxxxx, III, D.D.S. (the "Xxxxxx Non-Competition Agreement"). To the
extent of any conflict between the provisions of this Section 4(c) and the
provisions of the Xxxxxx Non-Competition Agreement, the provisions of the
Xxxxxx Non-Competition Agreement shall control.
(d) Attorney-in-Fact. P.A. hereby appoints Service
Company for the term of this Agreement to be its true and lawful
attorney-in-fact for all purposes relating to or arising in connection with the
provisions by Service Company of the comprehensive management and related
administrative services as provided in this Agreement, including without
limitation the provisions of Section 3(b) and Section 3(i). This power of
attorney is coupled with an interest and shall be irrevocable and remain in
effect for the term of this Agreement.
5. Compensation of Service Company.
(a) Assignment to Service Company. P.A. assigns to
Service Company all of P.A.'s right and interests in all Revenues; provided,
however, that no assignment shall be made of any such rights or interests, the
assignment of which is prohibited by law (for example, amounts receivable from
Medicare or Medicaid accounts). To the extent that the foregoing assignment of
Revenues shall be ineffective for any reason, P.A. hereby grants a security
interest in all accounts receivable, contract rights, Revenues and general
intangibles of P.A. to Service Company to secure all indebtedness and
obligations of P.A. to Service Company arising under or in connection with this
Agreement. At the request of Service
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Company, P.A. shall execute all documents and instruments necessary to evidence
and perfect the foregoing security interest.
(b) Compensation of Service Company. As consideration for
the services provided by Service Company under this Agreement, Service Company
shall receive a service fee (the "Service Fee") in an amount equal to: (i)
Service Company Costs, plus (ii) an amount equal to the lesser of Net Pre-Tax
Income or 30% of Net Revenues.
(c) Application of Net Revenues. Service Company shall
apply Net Revenues as follows:
(i) First, Service Company shall remit
to P.A., or cause to be paid on
behalf of P.A., from Net Revenues an
amount equal to the Costs of Dental
Services and such other payments or
disbursements as P.A. shall direct
Service Company to make in
accordance with this Agreement;
(ii) Second, Service Company shall retain
out of Net Revenues an amount equal
to the Service Fee; and
(iii) Third, Service Company shall remit
all remaining Net Revenues to P.A.
(d) Adjustment. The Service Fee shall be payable monthly
in arrears based upon Service Company Costs and P.A.'s Net Revenues in the
prior month. Adjustments to the estimated payments shall be made to reconcile
actual amounts due under Section 5(b) by the end of the following month. The
Service Fee shall be reviewed annually and at such other times as may be deemed
appropriate and adjusted in such manner as the parties may agree; in the
absence of such agreement, the Service Fee then in effect shall continue in
effect.
6. Advisory Board and General Obligations of P.A. and Service Company.
(a) Advisory Board. P.A. and Service Company shall
establish an Advisory Board which shall provide advice to the Service Company
concerning the management and administrative policies for the overall operation
of the Dental Centers. The Advisory Board shall consist of four (4) members.
The Service Company shall designate, in its sole discretion, two (2) members of
the Advisory Board. P.A. shall designate, in its sole discretion, two (2)
members of the Advisory Board. Except as may otherwise be provided, the advice
of a majority of the members of the Advisory Board shall be the advice of the
Advisory Board.
(b) General Obligations. P.A. and Service Company each
agrees to cooperate fully with the other in connection with the carrying out of
their respective obligations under this Agreement and to employ their best
efforts to resolve any
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dispute which may arise under or in connection with the carrying out of this
Agreement.
7. Term. The term of this Agreement shall be for a period of 9
months from March 31, 1997 through December 31, 1997.
8. Subleases.
(a) Service Company hereby subleases (collectively, the
"Subleases") to P.A., for the purpose of conducting and operating a Dental
Center, the "Demised Premises," as described in each of the Leases listed on
Exhibit B attached hereto and incorporated herein by reference (collectively,
the "Leases"). Each such Sublease shall be subject to and upon the terms,
provisions and conditions of the Lease to which it applies. Service Company and
P.A. hereby agree, from time to time upon request of Service Company, to enter
into separate confirmatory Sublease Agreements confirming each of the
Subleases.
(b) The initial term of such Subleases shall begin
(unless otherwise indicated) on the date hereof and continue until the earlier
to occur of (a) the expiration or earlier termination of the Lease to which it
applies, or (b) the expiration or earlier termination of this Agreement. If
Service Company extends the term of the Leases, P.A. shall, at the request of
Service Company, extend the Subleases for such additional period.
(c) P.A. shall pay to Service Company as rent an amount
equal to the rent being paid by Service Company to landlord under the Leases.
(d) P.A. covenants that it will be bound by and will
perform and comply with all the obligations of tenant under the Leases, all of
which are incorporated herein by reference, and agrees that whenever
appropriate, the term "tenant" shall be deemed to refer to P.A. to the same
extent as if P.A. were a party to the Leases; provided, however, that P.A.
shall have no rights against landlord under the Leases and shall have only such
rights against Service Company as are set forth in this Agreement.
(e) Without limiting the foregoing provisions, P.A. shall
not have any right or obligation to enter into agreements directly with
landlord; shall not have any right to extend, without the consent of Service
Company, the term of any of the Subleases; and shall not have any right to
sublet, without the consent of Service Company, any of the Demised Premises
under any Lease. P.A. further agrees that in the event of any amendment of any
of the Leases, it will, upon the request of Service Company, promptly execute
such amendment of Sublease as is necessary to conform the Sublease to the
amended Leases.
(f) The rights of P.A. under the Subleases shall remain
at all times subject to the rights of Service Company under the Leases and in
the event any of the
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Leases is terminated for any reason, the respective Sublease shall also
terminate and Service Company shall not incur any liability or obligation to
P.A. as a result of such termination.
9. Termination. This Agreement may be terminated as follows:
(a) By mutual agreement of the parties.
(b) If either party fails to perform any of its obligations
under this Agreement and, after written notice from the other party demanding
that such failure be cured, the party on whom such notice is served shall fail
to cure such breach within 30 days after such notice or, if such breach will
reasonably require more than 30 days to cure, such party is not diligently
pursuing efforts to cure such breach; provided, however, that if the party on
whom such demand is made elects to submit such dispute to arbitration, no
action to terminate this Agreement can be taken until such arbitration has been
finally adjudicated and then only if the party guilty of such failure shall
fail to comply with the arbitration award within 60 days after its issuance.
(c) If any bankruptcy, insolvency or receivership
proceedings are instituted by or against the P.A. and not dismissed within
sixty (60) days after the commencement of such proceedings or if the P.A. shall
voluntarily dissolve.
(d) As of any anniversary date of this Agreement, by
Service Company delivering written notice to P.A. of such termination at least
90 days prior to such anniversary date.
If this Agreement is terminated for any reason, (i) Service Company
may, upon written notice to P.A. specifying the date of termination, terminate
any of the existing leases for premises or personal property between Service
Company and P.A., and (ii) P.A. shall have the right, exercisable within 60
days after the date of termination, to purchase equipment and furnishings
provided by Service Company at the Dental Centers for a purchase price equal to
the appraised fair market value thereof.
10. Relationship of Parties. This Agreement is not intended to and
shall not be construed as creating the relationship of employer and employee,
partnership, joint venture or association between Service Company and P.A.
Service Company's function is limited to providing services as described in
this Agreement on an efficient, competent and satisfactory manner, and Service
Company shall not have or exercise any control over the manner or methods by
which P.A. or its employee or independent contractor dentists carry on the
practice of dentistry. Because the dentists who perform services for the P.A.
are not employees or independent contractors of Service Company, Service
Company shall not withhold on their behalf any amounts for income tax, social
security, unemployment compensation, workers compensation or other similar
withholding provisions, and all such withholding shall be the obligation of
P.A.; provided, however, that Service Company shall act as the
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agent of P.A. with respect to payroll tax matters including the withholding of
income tax, FICA and similar items.
11. Confidential Information. Each of P.A. and Service Company
acknowledges that it will have access to information of proprietary nature
owned by the other including (i) information on the systems, policies and
procedures developed by Service Company in connection with the providing of
management services for dental centers and dental practices and (ii) patient
information. P.A. acknowledges that Service Company has a proprietary interest
in such information, that such information constitutes trade secrets and that
P.A. does not, by reason of this Agreement, acquire any continuing right or
interest in such proprietary information or trade secrets. P.A. will hold such
proprietary information and trade secrets in confidence and will not disclose
them, either during the term of this Agreement or thereafter, to any person or
entity other than employees or independent contractors of P.A. or Service
Company without the prior written consent of Service Company or as may be
required by law. Service Company will preserve the confidentiality of all files
and records of P.A. including patient records and comply with all federal,
state and local laws, rules and regulations relating to the confidentiality of
P.A.'s files and records (including patient records). Service Company will use
the information in such records only for the limited purposes necessary to
perform the services of Service Company set forth herein (including billing and
collections) and shall not use patient names, addresses or any other patient
information for marketing or any other purpose except as expressly permitted by
this Agreement without the prior written consent of P.A. Each of P.A. and
Service Company acknowledges that it does not have an adequate remedy at law
for a breach of this Section 11, will suffer irreparable harm in the event of
such breach and that, therefore, the other party shall be entitled to
injunctive and other equitable relief for the enforcement of this Section 11.
The provisions of this Section 11 shall survive termination of this Agreement.
12. Miscellaneous.
(a) Assignment. This Agreement shall not be assignable by
either party hereto without the express prior written consent of the other;
provided, however, that this Agreement shall be assignable by Service Company
to any of its affiliates or successors without the consent of P.A.
(b) Waiver. Waiver of any agreement or obligation set
forth in this Agreement by either party shall not prevent that party from later
insisting upon full performance of such agreement or obligation and no course
of dealing, partial exercise or any delay or failure on the part of any party
hereto in exercising any right, power, privilege, or remedy under this
Agreement or any related agreement or instrument shall impair or restrict any
such light, power, privilege or remedy or be construed as a waiver therefor. No
waiver shall be valid against any party unless made in writing and signed by
the party against whom enforcement of such waiver is sought.
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(c) Amendment. No amendment or change in the provisions
of this Agreement shall be effective unless made in writing and signed by and
on behalf of the parties to this Agreement or their successors and assigns.
(d) Entire Agreement. This Agreement constitutes the
entire agreement between the parties in connection with the subject matter of
this Agreement and supersedes all prior agreements entered into before the
effective date of this Agreement.
(e) Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if delivered,
telecopied or mailed by certified or registered mail:
If to Service Company: United Dental Care, Inc.
0000 Xxxx Xxxxxxxxxx
Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: President
With a copy to: Monarch Dental Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: President
If to P.A.: United Dental Care Xxx Xxxxxx D.D.S.
& Associates
0000 Xxxx Xxxxxxxxxx
Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: President
or to such other address of which any party may notify the other parties as
provided above. Notices shall be effective as of the date of such delivery or
mailing.
(f) Binding Effect. Subject to the provisions set forth
in this Agreement, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and upon their respective successors and assigns.
(g) Arbitration. Any disputes arising under this
Agreement shall be resolved by arbitration; provided, however, that arbitration
shall not apply to the enforcement of the Service Company's rights under
Section 11. Any party electing to submit an action to arbitration shall give
written notice to the other party of such election. The dispute shall be
submitted to arbitration in accordance with the Rules of the American
Arbitration Association. Such arbitration shall be conducted, unless otherwise
agreed by the parties, by a single arbitrator in Little Rock, Arkansas. The
award of the arbitrator can be confirmed or enforced in any court of competent
jurisdiction. The prevailing party in any arbitration shall be entitled to
recover all
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costs incurred by such party in connection with such proceedings, including
reasonable attorney fees.
(h) Severability. If any one or more of the provisions of
this Agreement is adjudged to any extent invalid, unenforceable, or contrary to
law by a court of competent jurisdiction, each and all of the remaining
provisions of this Agreement will not be affected thereby and shall be valid
and forcible to the fullest extent permitted by law.
(i) Governing Law. This Agreement shall be governed by
and enforced in accordance with the laws of the State of Arkansas.
(j) Change in Law. If after the effective date of this
Agreement, any new law, rule or regulation becomes effective which renders
illegal the structure of the relationship between P.A. and the Service Company
set forth in this Agreement, or otherwise substantially impairs the economics
of the parties hereunder, this Agreement shall not terminate, but the parties
hereto agree to exclusively negotiate with each other in good faith for a
period of six months following such change of law or circumstance with respect
to the subject matter hereof. To the maximum extent possible, any amendment
hereto shall preserve the underlying economic and financial arrangements
between P.A. and the Service Company.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.
SERVICE COMPANY: PA.:
UNITED DENTAL CARE, INC. UNITED DENTAL CARE XXX XXXXXX
D.D.S. & ASSOCIATES
By:/s/ XXXX XXXX By:/s/ XXXXXXX XXXXXX XXXXXX, III
-------------------------------- ---------------------------------
Name: Xxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxxxx, III
Title: Vice President Title: President
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EXHIBIT A
1003 East Ray Fine Blvd.
Xxxxxx, Oklahoma
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