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EXHIBIT 10(fff)
*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement"),
effective the 5th day of August, 1997, by and between VFD of Pennsylvania, Inc.,
a Delaware corporation (the "Manager"), and Valley Forge Dental of Florida,
P.A., a Florida professional association (the "P.A.").
W I T N E S S E T H:
WHEREAS, the P.A. is engaged in the business of providing,
among other things, dental services and related activities in the western part
of the State of Florida under the name of Gentle Dental (the "Practice");
WHEREAS, the P.A. desires to obtain from the Manager, and the
Manager desires to provide to the P.A., the benefit of the Manager's expertise
in the administration of practices similar to the Practice;
WHEREAS, the P.A. desires to obtain a license from the Manager
to use the proprietary names "Valley Forge Dental", "VFD" and "Gentle Dental"
and any other proprietary names owned by the Manager and used in connection with
the Practice, and the Manager desires to provide the P.A. with such a license;
WHEREAS, the P.A. desires to obtain from the Manager, and the
Manger desires to provide to the P.A., certain premises and certain physical
assets, furniture and equipment needed to operate the Practice;
WHEREAS, the Administrative Services Agreement dated January
31, 1996 entered into between the Manager and the P.A. does not cover services
provided by the Manager to the P.A. for the Practice and the parties hereto
agree that this Agreement solely shall govern the relationship between the
Manager and the P.A. for the Practice; and
WHEREAS, the Manager and the P.A. wish to enter into this
Administrative Services Agreement on the terms and conditions set forth herein.
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NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE
MUTUAL COVENANTS AND AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO, INTENDING
TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:
ARTICLE 1
RELATIONSHIP OF PARTIES
1.1 Responsibilities of Parties. The parties agree that the
P.A. will provide, and shall be solely responsible for providing, all
professional services for the Practice and the Manager will be responsible only
for administrative services (as further described in this Agreement). Nothing
contained in this Agreement shall be construed as permitting or providing for
the ownership, establishment, operation or management by the Manager of the
professional services of the Practice, which services shall at all times be the
sole responsibility of the P.A. or permitting the Manager to exercise control
over the Practice in violation of Florida Statute 466.0285 and Florida
Regulation 64B5-17.013; provided, however, that pursuant to its engagement
hereunder, the Manager shall be the exclusive provider of all administrative
services and shall control all aspects of the P.A.'s business other than those
aspects which relate directly to the provision of dental services. Without
limiting the generality of the foregoing, the P.A. shall be solely responsible
for all activities described in Section 2.4 of this Agreement.
1.2 Relationship of Parties. The P.A. and the Manager are not
joint venturers, partners, employees or agents of each other and, except as
provided herein, neither party shall have any authority to bind the other.
1.3 Practice. The P.A. agrees to conduct the Practice in
compliance with all applicable laws, rules and ordinances, including with
respect to the licensing and certification of its providers.
ARTICLE 2
SERVICES OF THE MANAGER
2.1 Covered Services. The Manager, unless otherwise prohibited
by law, shall control all aspects of, and provide to the P.A. the following
services, premises and assets (such services, premises and assets are
hereinafter referred to collectively as the "Covered Services"):
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a. General Administrative Services. Overall
day-to-day supervision, conduct and management of the general administrative
services required in connection with the Practice, including supervision of the
non-professional services and personnel described below.
b. Personnel. Provision of all personnel
(other than licensed or certified professionals, including without limitation,
dentists, dental assistants and dental hygienists, collectively, the
"Professional Personnel") needed to operate and support the Practice, such as
receptionists and secretarial, clerical, purchasing and marketing personnel
(collectively, the "Administrative Personnel"). The Manager shall have the sole
and exclusive responsibility for determining the salaries and fringe benefits of
all Administrative Personnel provided hereunder, and for paying such salaries
and providing such fringe benefits. In recognition of the fact that the
Administrative Personnel provided to the P.A. under this Agreement may from time
to time perform services for others, this Agreement shall not prevent the
Manager from performing such services for others or restrict the Manager from so
using the Administrative Personnel provided to the P.A. under this Agreement.
The Manager will make every effort consistent with sound business practices to
honor the specific requests of the P.A. with regard to the assignment of the
Manager's employees to the P.A.; however, the Manager reserves the sole right to
determine the assignment of its employees. Further, the Manager, in its sole
discretion, may require each of its employees assigned to the P.A. to perform
several of the aforedescribed functions and duties simultaneously.
c. Professional Personnel. Establish
guidelines for the selection, hiring and firing of the Professional Personnel by
the P.A. and recruit and evaluate prospective Professional Personnel; provided,
however, that all of the Professional Personnel shall be employees of, or
independent contractors to, the P.A.
d. Training. Training of all Administrative
Personnel and assistance to the P.A. in arranging for training and continuing
education for Professional Personnel.
e. Administrative and Fiscal Services.
Provision of general administrative, business and fiscal services to the P.A. in
connection with the operation of the Practice, including patient xxxxxxxx,
collecting xxxxxxxx, accounting, auditing (by a certified public accountant
selected by the Manager with the approval of the P.A., which
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approval shall not be unreasonably withheld or delayed), bookkeeping, budgeting,
record keeping, accounts receivable and accounts payable processing, electronic
data processing and such other services as the P.A. may from time to time
require.
f. Annual Budget. Prepare in reasonable
detail, annual operating and capital budgets for the P.A. which shall be
delivered to the P.A. within thirty (30) days after the end of each fiscal year,
with the Manager retaining final authority with respect to budget items.
g. Patient Records. Maintenance of patient
records (which shall at all times remain the property and under the sole control
of the P.A.) and provision of record retrieval and monitoring services to assist
the P.A. in utilization and quality assurance reviews in accordance with
instructions and guidelines issued by the P.A. it being understood and agreed
that nothing in this Subsection (e) shall permit the Manager to exercise control
over patient records or the selection, procedures or manner of a course of
treatment for a patient.
h. Quality Control. Development of
appropriate quality control programs, including development of performance
standards, sampling techniques for case review, and preparation of appropriately
documented studies.
i. Marketing, Development and Program
Negotiation. Assistance to the P.A. in the marketing of the professional
services provided by the P.A. to potential patients, facilities, health
maintenance organizations, insurance companies, self-insured employer health
plans and other various third-party payors (the "Marketing Services"). The
Marketing Services to be provided by the Manager may include, but are not
necessarily limited to, (i) assistance and support in the preparation of
marketing material and brochures and responses to requests for proposals, (ii)
assistance with the placing of advertisements or articles in magazines,
newspapers, other publications and any and all media determined by the P.A.,
based on policies determined in its sole discretion to be beneficial to the
P.A., (iii) undertaking telemarketing campaigns and (iv) the holding of
seminars. The Manager shall also assist the P.A., when appropriate, in
negotiating and securing contracts with self-insured employer health plans,
third-party payors, health maintenance organizations, managed care companies and
any other institution, facility or organization that may use the services that
the P.A. is qualified to provide.
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j. Equipment and Supplies. Provision of
all inventory, equipment, furnishings and supplies reasonably necessary for the
efficient operation of the Practice. Title to such inventory, equipment,
furnishings and supplies shall at all times remain in the Manager; provided
however that during the term of this Agreement, the P.A. shall maintain complete
care, custody and control of all inventory, equipment and supplies. At the end
of the term of this Agreement, the Manager shall retain and the P.A. shall have
no further right to use or possess, such inventory, equipment, furnishings and
supplies as shall not have been consumed in the day-to-day operations of the
Practice.
k. Janitorial and Maintenance Service.
Arranging for janitorial, grounds and maintenance and repair services for the
P.A. and its equipment and furnishings.
l. Malpractice Insurance. Assistance to
the P.A. in obtaining malpractice coverage for the P.A., its employees and
agents in an amount not less than One Million Dollars ($1,000,000). The Manager
shall also assist the P.A. in obtaining general liability and property insurance
in usual and customary amounts for the P.A. The Manager shall, on behalf and in
the name of the P.A., pay the premiums for all such insurance and shall provide
the P.A. with evidence of payment on a periodic basis or as reasonably
requested.
m. Contracts with Facilities/Programs.
Contracts with facilities and programs serviced by the Practice shall be by and
in the name of the P.A. The Manager shall serve as contracting agent for the
P.A. in connection with such facility or program contracts; provided however
that the P.A. shall retain ultimate control over all pricing policies with
respect to dental services and decisions relating to such facility or program
contracts.
n. Protecting Goodwill. Take all necessary
steps to preserve and protect the reputation and goodwill associated with the
P.A., including assistance in the monitoring of utilization and quality of
services provided by the P.A., and shall assist the P.A. to take all steps
necessary to remedy any and all deficiencies in the efficiency or the quality of
the services provided. This section shall not be construed as permitting the
Manager to influence or control the Practice or the Professional Personnel.
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o. Facilities. Facilities occupied by the
P.A. for the Practice shall be made available to the P.A. by the Manager.
p. Operations and Regulatory Reports.
Delivery to the P.A. of operations reports containing such information as the
P.A. may reasonably request. The Manager shall timely assist the P.A. in the
preparation of all written reports and information that shall be lawfully
required by any government body or agency having jurisdiction over the Practice
or the P.A. The P.A. shall review and approve all such required reports and/or
information before any dissemination of the same.
q. Processing Disputes. Administer and
process all disputes, grievances and complaints between the P.A. and all third
parties, subject at all times to the review and final approval of the P.A.
r. Government Regulations; Licenses. To
the extent known and material to the operation of the P.A. and the Practice, the
Manager shall promptly notify the P.A. of any changes which may occur in
relevant laws or regulations of any government, governmental body or agency
having jurisdiction over the Practice or the P.A. The foregoing shall not in any
way limit the P.A.'s continuing professional and legal responsibility to comply
with, and be aware of, all licensing, regulatory, professional or other
requirements applicable to individuals licensed to provide dental services.
s. Advances to the P.A. The Manager shall
make advances to the P.A. as provided by Section 5.3 hereof. Such advances shall
bear a reasonable rate of interest, as mutually agreed to by the Manager and the
P.A., payable monthly.
t. Manager's Responsibilities:
(i) Manager shall accurately xxxx only
for those treatments and procedures under the applicable ADA CPT codes or any
successor addition codes or otherwise in accordance with accepted industry
practices as reported to it by P.A. and P.A.'s Employees.
(ii) Manager shall review any changes to
billing codes submitted to it by P.A. or P.A.'s Employees with P.A. or P.A.'s
Employees.
(iii) Manager shall promptly notify P.A. of
any information or communication, whether written or oral,
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of a nature that would have a material adverse affect on P.A. that Manager
receives from any payor or governmental agency pertaining to P.A., including,
but not limited to, general policy documents, specific correspondence, profile
information, audit requests and overpayment notification.
(iv) Manager shall indemnify and hold P.A.
and its Shareholders and Professional Personnel harmless from any and all
damages caused by Manager's breach of this Section, including, but not limited
to, any fines, penalties, interest, monetary damages of any kind or nature,
reasonable attorneys' fees incurred from the time P.A. is first notified of a
claim, reasonable fees for experts hired to assist P.A. in its defense of any
claims and costs.
The Covered Services shall include assumption of all
obligations of the P.A. to provide administrative services to professional
personnel who are not employed by the P.A. The Manager may perform the Covered
Services directly or by reimbursing the P.A. for the cost of any Covered
Services.
2.2 Performance of Services. The Manager is hereby expressly
authorized to perform the Covered Services hereunder in whatever reasonable
manner it deems appropriate to meet the day-to-day administrative needs of the
Practice. It is understood and agreed that the Manager will perform some of the
Covered Services for the P.A. at a centralized location.
2.3 Events Excusing Performance. The Manager will not be
liable to the P.A. for failure to perform any of the services required herein in
the event of strikes, lockouts, calamities, acts of God, unavailability of
supplies or other events over which the Manager has no control for so long as
such event continues and for a reasonable period of time thereafter.
2.4 Excluded Services. The parties hereto expressly
acknowledge that the provision of all professional services, including but not
limited to, dental services by the P.A., shall be separate and independent from
the provision of administrative, fiscal and support services by the Manager, and
the P.A. shall be solely and exclusively responsible for all professional
services rendered to patients of the Practice. Without limiting the generality
of the foregoing, the parties acknowledge that:
(a) The P.A. shall be solely responsible for setting all
professional standards of the Practice and
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shall be solely responsible for the employment and discharge
of all Professional Personnel; and
(b) The Manager shall not exercise control over the P.A.'s
decisions with regard to:
(i) the selection, procedures or manner of a course of
treatment,
(ii) the professional aspects of patient records,
(iii) pricing, credit, refunds, warranties and advertising
of dental services except in connection with the
administrative services provided pursuant to Section
2.1 hereof, or
(iv) licensed personnel and office hours.
2.5 Use of Name. The Manager hereby grants to the P.A. a
nontransferable, nonexclusive license to use the proprietary names "Valley Forge
Dental", "VFD" and "Gentle Dental" and any other proprietary names owned by the
Manager and used by the Practice along with any and all trademarked symbols for
the term of this Agreement (the "License"). All applicable common law and
statutory rights in the proprietary names "Valley Forge Dental", "VFD" and
"Gentle Dental" and any other proprietary names owned by the Manager and used by
the Practice and their accompanying symbols, including, but not limited to,
rights relating to trademarks, service marks, patents and copyrights shall be
and remain the sole property of the Manager. The P.A. shall have no right, title
or interest in any such proprietary rights.
ARTICLE 3
PROPRIETARY INTEREST AND RIGHTS OF THE MANAGER
3.1 Competition. During the term of this Agreement,
neither the P.A. nor any shareholder of the P.A. shall, directly or indirectly,
own an interest in, administer, manage, advise, assist, operate, join, control,
participate in, or be connected in any manner with any corporation, partnership,
proprietorship, firm, association, person or entity providing dental services or
administrative services in competition with the P.A. or the Manager.
3.2 Confidentiality. The P.A. acknowledges and agrees
that the Manager is entitled to prevent its competitors from obtaining and
utilizing its trade secrets.
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The P.A. agrees to hold the Manager's trade secrets in strictest confidence and
not to disclose them or allow them to be disclosed directly or indirectly to any
person or entity other than persons engaged by the P.A. or the Manager. The P.A.
acknowledges its fiduciary obligations to the Manager and the confidentiality of
its relationship with the Manager and of any information relating to the
services and business methods of the Manager which it may obtain during the term
of this Agreement. The P.A. shall not, either during the term of this Agreement
or at any time after the expiration or sooner termination of this Agreement,
disclose to anyone other than employees or independent contractors of the P.A.
or the Manager any confidential or proprietary information or trade secret
obtained by the P.A. from the Manager. The P.A. also agrees to place any persons
to whom said information is disclosed for the purpose of performance under legal
obligation to treat such information as strictly confidential.
ARTICLE 4
BILLING AGENT AGREEMENT
4.1 Professional and Other Fees. The P.A. shall establish a
schedule of fees and charges for the Practice's professional services or shall
comply with the schedule of fees and charges set forth in the health care
contracts pursuant to which the P.A. provides services through its Professional
Personnel; provided, however, that in order to obtain the benefit of the
Manager's expertise in establishing schedules of fees and charges for dental
practices similar to the Practice, the P.A. shall consult with the Manager prior
to establishing such a schedule, it being understood and agreed that nothing in
this Section 4.1 shall permit the Manager to exercise control over the setting
of such fees.
4.2 Xxxxxxxx. Xxxxxxxx of the Practice for all
services rendered by the P.A. shall be by and in the name of the P.A.
4.3 Billing and Collection Agent. The Manager shall serve as
billing and collection agent for the P.A. The Manager shall establish a
depository bank account on behalf of the Practice and will deposit into such
account collected fees generated from the Practice. As provided for in standing
instructions issued by the P.A. to the bank where such depository account is
located, the Manager may withdraw all monies daily from said bank account for
processing at a central location to be used for payment of
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the P.A.'s expenses, including the amounts payable to the Manager pursuant to
Section 5.1 hereof and any amounts advanced to the P.A. pursuant to Section 5.3
hereof. Said processing will consist of establishing and maintaining a book
account for the P.A. showing all fee collections and expense disbursements made
by the Manager at the P.A.'s request. The Manager will provide the P.A. with
monthly financial statements for the Practice reflecting such processing.
4.4 Reports. The Manager shall provide the P.A.
with financial statements for the Practice, stating gross
revenues and amounts to be paid to the Manager pursuant to
Section 5.1 hereof.
4.5 Security for the Manager's Compensation. To secure
the prompt and orderly payment of any amounts owing by the P.A. to the Manager
pursuant to this Agreement, the P.A. hereby agrees to grant, at the request of
the Manager, a security interest to the Manager or to a third-party designated
by the Manager, in all its existing and hereafter created accounts receivable,
all cash or non-cash proceeds therefrom, all insurance policies and proceeds
relating thereto, and all of the P.A.'s rights as an unpaid provider of
services, whether now existing or hereafter created or acquired (collectively,
the "Collateral"). The P.A. agrees to execute any and all documents necessary to
perfect such security interest, including but not limited to, UCC financing
statements.
ARTICLE 5
FEES
5.1 Fees Payable to the Manager. The P.A. agrees
to pay the Manager for the provision of the Covered Services
and the License and all other services provided hereunder as
follows:
a. A monthly license fee for the License in
the amount of $* per clinic location;
b. Monthly reimbursement of all the Manager's
direct costs (i.e. payroll, supplies, travel,
*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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etc.) allocated to the P.A., in the Manager's discretion;
c. Monthly reimbursement of all the Manager's
direct costs of acquiring and/or leasing and maintaining facilities or
clinic space provided to the Practice;
d. Monthly reimbursement of all the Manager's
direct costs of acquiring and/or leasing and maintaining furniture,
fixtures and equipment provided to the Practice;
e. Monthly reimbursement of all the Manager's
direct costs incurred in the provision of the Marketing Services, with
a ten percent (10%) markup for overhead and administration and a
fifteen percent (15%) markup for profit on such costs; and
f. A per clinic location administrative fee (the
"Administration Fee") of $* per year payable in equal monthly
installments of $* per month on the first day of each month of this
Agreement and subject to renegotiation by either party hereto quarterly
during the term of this Agreement. The Administration Fee is intended
to compensate the Manager for its unallocated overhead and a reasonable
profit.
5.2 Fair and Reasonable Compensation of the P.A. for
Services of Professional Personnel. The parties hereto agree that the P.A. shall
have the right to fairly and reasonably compensate its Professional Personnel
for their professional services. Compensation for the Professional Personnel
shall be determined in accordance with employment agreements and other
employment arrangements entered into between the P.A., in consultation with the
Manager, and the Professional Personnel.
5.3 Remittances. To the extent the P.A. shall not
generate adequate revenues to meet the P.A.'s ongoing operating expenses,
including the compensation for professional services pursuant to Section 5.2 of
this Agreement, the Manager shall advance to the P.A. or arrange for such
amounts as may be required. To the extent that the Manager advances any funds to
the P.A. pursuant to this Section 5.3, such advances shall be evidenced by
interest-
*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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bearing demand note(s) from the P.A. in favor of the Manager and shall be
secured by the Collateral as provided in Section 4.5 hereof.
5.4 Periodic Adjustment of Compensation. The parties hereto
recognize that the Practice may change in size and scope over the term of this
Agreement which may necessitate adjusting the fees provided for herein.
Therefore, the parties shall review the compensation to the Manager no less
frequently than annually and more frequently at the request of the Manager or
the P.A., if changes in the business of the P.A. or services by the Manager
warrant such more frequent review, and may agree in writing to modification of
the compensation. Such review shall consider the scope of operations pursuant to
this Agreement at the time of review, the financial success of the Manager and
the P.A., changes in the purchasing power of money, the size and number of
facilities being supplied by the Manager, the scope of the Marketing Services,
the size of the Administrative Personnel workforce and the expenses and risks to
the respective parties of performing this Agreement.
ARTICLE 6
TERM AND TERMINATION
6.1 Term. Unless sooner terminated in accordance with Section
6.2 hereof, the term of this Agreement shall be for a period of forty (40) years
and thereafter this Agreement shall continue indefinitely until terminated in
accordance with Section 6.2 hereof.
6.2 Termination. Notwithstanding any provision of this
Agreement to the contrary, this Agreement may be terminated as set forth below:
(a) In the event of a material breach of this Agreement by
either party as a result of such party's gross negligence or fraud, the
other party may, at any time commencing sixty (60) days after written
notice of the breach has been given to the breaching party, terminate
this Agreement by delivery to the breaching party of a further written
notice of termination; provided, however, that if the breaching party,
prior to receiving such notice of termination, has begun and is
diligently continuing good faith efforts to cure such breach, this
Agreement shall remain in full force and effect;
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(b) If either party is determined by a court, administrative
body or peer review organization having jurisdiction, to have engaged
in conduct that results in material harm to the P.A. and constitutes
(i) a felony or other crime involving moral turpitude, including fraud,
theft, or embezzlement or (ii) a failure to act in an ethical or
professional manner, in keeping with accepted dental care standards,
then immediately upon notice by the other party;
(c) If either party has engaged in any practice that results
in material harm to the P.A. and violates in any material respect any
federal, state or local law or regulation that is aimed at protecting
the public from coercion into treatment and preventing fraud upon or
abuse of public funding of health services, then immediately upon
notice by the other party;
(d) If either party commences a voluntary case under
bankruptcy, insolvency or similar law, or any involuntary case is
commenced against either party under any bankruptcy, insolvency or
similar law and such involuntary case is not dismissed within thirty
(30) days after filing, then immediately upon notice from the other
party; or
(e) After the initial forty (40) year term of this Agreement,
either party may also terminate this Agreement, with or without cause,
by giving the other written notice of termination not less than one (1)
year prior to the effective date of termination.
6.3 Rights Upon Termination. The termination of this Agreement
shall not release or discharge either party from any obligation, debt or
liability which shall have previously accrued and remains to be performed upon
the date of termination.
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ARTICLE 7
GENERAL PROVISIONS
7.1 Indemnification. Each party shall indemnify, hold harmless
and defend the other party from and against any liability, loss, claims,
lawsuits, damages, injury, cost, expense or other detriment arising out of or
incident to the performance or nonperformance under this Agreement by such
indemnifying party, its employees, Professional Personnel (in the case of the
P.A.), Administrative Personnel (in the case of the Manager), and agents,
including, without limitation, all consequential damages and attorneys' fees,
provided, however, neither party shall be liable to the other under this Section
7.1 for any claim covered by insurance, except to the extent liability of the
party exceeds the amount of the coverage.
7.2 Assignment. The rights conferred upon the P.A. hereunder
may not be transferred or assigned without the prior written consent of the
Manager and any assignment in violation of this Section 7.2 shall be void. This
Agreement shall be assignable by the Manager.
7.3 Notices. All notices, requests or instructions hereunder
shall be in writing and delivered personally or sent by registered or certified
mail, postage prepaid, as follows:
(1) If to the P.A.:
000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxx, D.D.S.
(2) If to the Manager:
c/o Valley Forge Dental Associates, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
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with a copy to:
Xxxxxx & Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Either of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, and five (5) business days after the date of mailing, if
mailed.
7.4 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement between the parties hereto with
respect to the transactions contemplated hereby, and no modification hereof
shall be effective unless in writing and signed by the party against which it is
sought to be enforced.
7.5 Further Assurances. Each of the parties hereto shall use
such party's best efforts to take such actions as may be necessary or reasonably
requested by the other party hereto to carry out and consummate the transactions
contemplated by this Agreement.
7.6 Attorneys Fees. Each of the parties hereto shall bear such
party's own expenses in connection with this Agreement and the transactions
contemplated hereby.
7.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida applicable to
agreements made and to be performed entirely within such State, without regard
to any conflict of laws principles which would apply the laws of any other
jurisdiction.
7.8 Article and Section Headings. The article and section
headings in this Agreement are inserted solely for convenience of reference and
are not a part of and are not intended to govern, limit or aid in the
construction of any term or provision hereof.
7.9 Waiver. The waiver of any covenant, condition or duty
hereunder by either party shall not prevent that party from later insisting upon
full performance of the same.
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7.10 Amendment. No amendment in the terms of this Agreement
shall be binding on either party unless in writing and executed by the duly
authorized representatives of each party.
7.11 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and both of which taken
together shall constitute one and the same instrument.
7.12 Severability. In the event that any provision of this
Agreement shall be held to be void or unenforceable for any reason, the parties
shall negotiate in good faith for a period of up to one hundred eighty (180)
days in order to arrive at a mutually acceptable substitute provision.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the date
first above written.
VALLEY FORGE DENTAL OF
FLORIDA, P.A.
By: /s/Xxxxxx X. Xxxx, D.D.S.
--------------------------------
Name: Xxxxxx X. Xxxx, D.D.S
Title: President
VFD OF PENNSYLVANIA, INC.
By: /s/ W. Xxxx Xxxxxxx
--------------------------------
Name: W. Xxxx Xxxxxxx
Title: Vice President
