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EXHIBIT 10.7
ORTHODONTIC CENTERS OF AMERICA, INC.
FORM OF PARTICIPATION AGREEMENT
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PARTICIPATION AGREEMENT
ORTHODONTIC CENTERS OF AMERICA, INC.
____________ PROGRAM
This Participation Agreement ("Agreement") is made and entered into as
of ______________, 2001, by and between Orthodontic Centers of America, Inc., a
Delaware corporation ("OCA"), and _______________________, an individual
residing in the State of ______________ (the "Participant").
RECITALS:
WHEREAS, OCA adopted the Orthodontic Centers of America, Inc. _______
Program (the "Program") through resolutions adopted by OCA's Board of Directors;
and
WHEREAS, the Participant desires to participate in the Program, subject
to the terms and conditions therein and herein;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this agreement, the parties agree as follows:
AGREEMENT:
1. Election to Participate. The Participant hereby elects to participate in the
Program, in accordance with and subject to all of the terms, conditions and
provisions of the Program and this Agreement, as such may be amended from time
to time. OCA hereby permits the Participant to participate in the Program
(subject to the Participant's fulfillment and compliance with all of the
criteria for participation specified in the Program), as and to the extent
provided in the Program and on the terms, conditions and provisions specified
therein and herein, as such may be amended from time to time. The Participant
represents and warrants to OCA that the Participant has, along with his or her
respective OrthAlliance Affiliated PC (as defined in the Program), executed and
delivered to OrthAlliance their respective (i) Amendments (as defined in the
Program) and/or (ii) OCA Business Services Agreement (as defined in the Program)
on the date or dates specified on Schedule 1 hereto. The Participant further
represents and warrants to OCA that he or she is an OrthAlliance Affiliated
Practitioner (as defined in the Program).
2. Program Document Controls. The Participant acknowledges and agrees that such
participation, and any and all awards, grants, shares or rights granted or
awarded to the Participant under the Program, will be governed by and subject to
all of the terms, conditions, and provisions of this Agreement and the Program,
as such exist on the date of this Agreement and as such may be amended from time
to time hereafter. A copy of the Program, as it exists on the date hereof, is
attached hereto as Exhibit A, and/or has been previously provided to the
Participant, and is made a part hereof as if fully set forth herein. In the
event of any conflict between the provisions of the Agreement and the provisions
of the Program, the terms of the Program, as such may be amended, shall control,
except as expressly stated otherwise therein.
3. Notice. Whenever any notice is required or permitted hereunder, such notice
must be in writing and personally delivered or sent by mail or a delivery
service that is approved by OCA. Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date which it is
personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the
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person who is to receive it at the address identified in this Section. OCA or
the Participant may change, by written notice to the other, the address
specified for receiving notices. Notices to OCA shall be addressed as follows:
Orthodontic Centers of America, Inc.
0000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxxxxxxx, Xx.
Notices to the Participant shall be hand delivered to the Participant on the
premises of OCA or its subsidiaries, or addressed to the latest address shown on
the records of OCA.
4. Information Confidential. As partial consideration for the Participant's
participation the Program, the Participant agrees that he or she will keep
confidential all information and knowledge that the Participant has relating to
the manner and amount of his or her participation in the Program; provided,
however, that such information may be disclosed as required by law and may be
given in confidence to the Participant's spouse, tax and financial advisors, or
to a financial institution to the extent that such information is necessary to
secure a loan.
5. Authorization. The Participant hereby represents and warrants to OCA that the
execution, delivery and performance of this Agreement by the Participant has
been duly authorized by all necessary laws, resolutions and corporate action,
and that this Agreement constitutes the valid and enforceable obligations of the
Participant in accordance with its terms.
6. No Assignment. The Participant may not assign or transfer this Agreement, any
of his or her rights hereunder, his or her participation in the Program nor,
except as provided in the Program, any of his or her rights, benefits or awards
under the Program.
7. Miscellaneous. This Agreement shall be construed and interpreted according to
the laws of the State of Louisiana, without regard to the principles of
conflicts of law thereof. This Agreement (together with the Program) contains
the entire and only agreement between the parties respecting the subject matter
hereof. The headings of the various sections of this Agreement are for
convenience of reference only, and shall not modify, define, limit or expand the
express provisions of this Agreement. This Agreement shall be binding upon and
inure to the benefit of any successor or successors of OCA. This Agreement may
be executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when executed and delivered shall be deemed
an original effective for binding the parties hereto, but all of which shall
together constitute one and the same instrument.
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IN WITNESS WHEREOF, OCA has caused this Agreement to be executed and
the Participant has set his hand hereto on the day and year first written above.
ORTHODONTIC CENTERS OF AMERICA, INC.
By:
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Name:
Title:
"PARTICIPANT"
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Name:
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