EXHIBIT 10.6
DENTAL CARE ALLIANCE, INC.
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") effective this
___ day of _________, 1997, ("Effective Date") between and among DENTAL CARE
ALLIANCE, INC., a Delaware corporation ("DCA"); EIGHT MILE DENTAL, P.C., a
Michigan corporation; GRATIOT AVENUE DENTAL, P.C., a Michigan corporation; XXXXX
ROAD DENTAL, P.C., a Michigan corporation, and WASHINGTON BOULEVARD DENTAL,
P.C., a Michigan corporation (collectively "PCs"); and XXXX XXXXXXX, D.D.S, a
licensed Michigan dentist who is the sole stockholder, owning all of the issued
and outstanding stock of the PCs (the "Stockholder").
I. RECITALS
WHEREAS, DCA has purchased by separate agreement, certain Management
Agreements between Xxxx Management Company, a Michigan corporation, and each of
the PCs pursuant to which Xxxx Management Company provided various management
services and support for each of the PCs (the "Old Management Agreements"). For
purposes of making DCA's duties and responsibilities pursuant to the Old
Management Agreements consistent with its operational activities and obligations
under its standard Administrative Services Agreement in the form hereof, the
parties hereto have agreed to enter into this Agreement in substitution of all
of the Old Management Agreements. Upon execution and delivery hereof, all of the
Old Management Agreements shall be fully terminated and of no further force or
effect without any further action required by the parties and the parties'
relationship shall be governed by this Agreement.
WHEREAS, DCA is a company with expertise in the provision of business
and administrative services to dental practices; and
WHEREAS, each PC is a corporation duly organized and validly existing
under all applicable state law and regulation, and whose stock is owned by the
Stockholder; and
WHEREAS, each PC owns and operates a dental practice (the "Practice")
at the location specified on EXHIBIT A attached hereto; and
WHEREAS, each PC desires that DCA provide it with the business and
administrative services described in this Agreement, in order for the to avail
itself of DCA's expertise and efficiencies, and DCA desires to provide such
services to each PC; and
WHEREAS, the parties mutually desire that the PC 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. DCA will provide the PC 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. The PC 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, nor 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 9.11
hereof.
2.2 PROVISIONS OF OFFICE AND EQUIPMENT. DCA will consult with each PC
on its office and equipment needs, and will provide or arrange for the provision
to the PC, at the expense of the PC, the offices, and improvements requested by
the PC 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"). It is expressly understood and agreed that each PC shall have
complete custody and control over the Offices and Equipment.
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 PC. Pursuant
to its performance of the xxxxxxxx and collections function, DCA will take
possession of and endorse in the name of the PCs all payments from patients,
insurance companies and other third party payors, and promptly deposit all such
funds in an account
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designated for the benefit of the PCs discussed in SECTION 2.4 below. DCA will
prepare and submit financial reports to each PC detailing xxxxxxxx and
collections on a monthly basis.
2.4 BANKING ARRANGEMENTS. All monies collected for the PC by DCA
pursuant to SECTION 2.3 above shall be deposited into an account designated to
the benefit of the PCs (the "PCs designated account") 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 by this Agreement. DCA shall make all
disbursements promptly when payable, and shall account to the PCs for all funds
disbursed from the PCs designated account, and make available to PCs, upon
request, and during normal business hours at the place of business of DCA,
copies of all bank account statements.
III. DUTIES AND OBLIGATIONS OF THE PCS
3.1 PROFESSIONAL RESPONSIBILITIES. The PCs 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 EMPLOYMENT OF DENTISTS. The PCs will provide dental services to the
public through the services of dentists ("Dentists") who are employed by the PCs
pursuant to employment agreements ("Employment Agreements") with the PCs.
3.3 CONTROL OF BUSINESS OPERATIONS. Notwithstanding the authority
granted to DCA pursuant to ARTICLES II AND IV of this Agreement, it is expressly
acknowledged and agreed by the parties that the PC shall have approval over the
following business decisions:
(a) The hiring and termination of the Practice's dental
professionals and all staff;
(b) The dental equipment used by the Practice;
(c) Patient scheduling;
(d) The dental supplies and lab used by the Practice;
(e) Marketing and placement of advertising; and
(f) Any other aspects of the Practice's operations that are
considered to be within the practice of
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dentistry under applicable state dental laws and regulations.
3.4 HOURS OF OPERATION. The PC 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 PC 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 PC 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 PC 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.
3.6 AGREEMENT NOT TO ENCUMBER OR ALLOW TO BE ENCUMBERED. PC 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 PC and Stockholder.
PC and Stockholder covenant and agree not to sell, convey, transfer,
all or substantially all assets of the PC without DCA's prior written consent.
IV. FINANCIAL ARRANGEMENTS
4.1 PRACTICE OPERATING EXPENSES. DCA will be responsible for paying for
the Practice's operating expenses from the funds paid to DCA as Service Fees (as
defined below), which shall include the expenses incurred by DCA in connection
with the performance of those services discussed in ARTICLE II and EXHIBIT E of
this Agreement (the "Practice Expenses"), provided that the PCs shall pay DCA
its monthly service fee and if such service fee shall not be sufficient to cover
Practice Expenses, PCs shall be responsible for any overage paid by DCA.
4.2 EXPENSES OF THE PC. The PC will be responsible for payment of the
salary and benefits and professional liability insurance for the Dentists (the
"Dentist Expenses") and any other Practice dental professionals employed
directly by the PCs and any other expenses of the Practice or the PCs that are
not included within the definition of Practice Expenses.
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Disbursements for such expenses shall be made by DCA from the PCs designated
account in accordance with SECTION 2.4 of this Agreement.
4.3 SERVICE FEE. Each month DCA will deduct from the PCs designated
account, with the prior written approval of the PCs, such approval shall not be
unreasonably withheld and timely made, a service fee payable by the PCs to DCA
(each a "Service Fee") which shall be determined as set forth in EXHIBIT "F"
where Service Fee and net collected revenues are defined.
4.4 LOANS. If requested by the PC, DCA may, but is not obligated to,
provide loans to the PC to fund the PC's working capital requirements. Such
loans, if any, will accrue interest at the current borrowing rate of DCA.
V. INSURANCE AND INDEMNITY
5.1_ INSURANCE TO BE MAINTAINED BY THE PC. The PC covenants and agrees
that throughout the term of this Agreement, it will maintain comprehensive
professional liability insurance with limits of not less than $300,000 per claim
and with aggregate policy limits of not less than $1,000,000.00 per each
Dentist, with the PC and DCA being an additional insured. The PC 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 PC.
5.2 INSURANCE TO BE MAINTAINED BY DCA. DCA agrees that throughout the
term of this Agreement, it will maintain property and casualty insurance on the
property described on EXHIBIT "A", with premiums and deductibles with respect to
such policies being a Practice Expense.
5.3 ADDITIONAL INSUREDS. The PCs agree to use reasonable efforts to
have DCA named as an additional insured on its professional liability insurance
program.
5.4 INDEMNIFICATION. The PC shall indemnify, hold harmless and defend
DCA and its officers, directors, shareholders and employees, from and against
any and all liability, loss, damage, claim, causes of action, and expenses
(including reasonable attorney's fees), 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 the performance of
any intentional acts, negligent acts or omissions by the PC and/or the
Stockholder or P.C.'s agents, employees and/or subcontractors (other than DCA)
during the term hereof.
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DCA shall indemnify, hold harmless and defend the PC and its or their employees,
from and against any and all liability, loss, damage, claim, causes of action,
and expenses (including reasonable attorney's fees), caused or asserted to have
been caused, directly by or indirectly as a result of intentional acts,
negligent acts or omissions by DCA and/or its shareholders, agents, employees
and/or subcontractors (other than the PC and/or Stockholder), in connection with
the services provided or required to be provided by DCA, during the term of this
Agreement.
VI. TERM AND TERMINATION
6.1 TERM OF AGREEMENT. This Agreement shall have a term of eight years
(8) years beginning on May 1, 1997 and ending April 30, 2005.
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.
(a) TERMINATION FOR CAUSE. In the event that DCA, on one hand, or
the PCs, on the other hand, shall materially default in the
performance of any obligation imposed upon it, them or him
by, or made by it, them or him pursuant to this Agreement or
the Promissory Note issued by DCA to Xxxx Management Company
in connection herewith 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
otherwise P.C. acknowledges that this Agreement is
non-cancelable and non-terminable except as provided in (b)
and (c). In the event Stockholder loses his license to
practice dentistry, either by revocation, termination or
suspension, same shall be deemed a material default. It is
expressly agreed by DCA that a material default of this
Agreement by DCA (excluding defaults caused by any of its
subcontractors) shall be deemed to be a default of the
promissory note. A copy of the License Agreement between the
parties is attached hereto as EXHIBIT "G". -----------
(b) TERMINATION BY REASON OF INSOLVENCY. In the event of the
filing of a petition in bankruptcy pursuant
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to Chapter 7 of the federal bankruptcy laws or an assignment
for the benefit of creditors by either DCA, on one hand, or
the PCs 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 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.
(c) TERMINATION FOR OTHER REASONS. In the event that the
Administrative Service Subcontract Agreement dated July __,
1997 between DCA and Xxxxxxx Dental Development Corporation
is terminated for any reason whatsoever then this Agreement
shall automatically and forever terminate in all respects
without any further action being required of any party. In
addition, if any action is taken by the secured party under
that certain Security Agreement dated September 1, 1993
between Xxxxxx Xxxxxxx and Xxxxx Xxxx Xxxxxxx to exercise or
enforce any provision or right thereunder, then this
Agreement shall automatically and forever terminate with
respect to Gratiot Avenue Dental, P.C. in all respects
without any further action being required of any party.
6.3 ACTIONS UPON TERMINATION OF THIS AGREEMENT.
(a) Upon termination or expiration of this Agreement for any
reason:
(i) The PCs shall promptly return all DCA Proprietary
Information to DCA and otherwise comply with the
covenants and agreements of SECTION 7.1. AND 7.3,
hereof;
(ii) DCA shall return all PC Proprietary Information to the
PCs, and otherwise comply with the covenants and
agreements of SECTION 7.2. 7.3 AND 7.4 AND 7.6 hereof;
(iii) the PCs and Stockholder shall promptly repay DCA all
advances, loans and other amounts due hereunder and any
interest due thereon, and assume all debt and all
contracts and payables authorized by this Agreement to
be incurred by DCA and which
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relate to the performance of DCA's obligations under
this Agreement; and
(iv) DCA shall render a final accounting for monies
deposited in, and disbursed from, the PCs designated
account.
(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 PC AND THE STOCKHOLDER. The PC and
the Stockholder jointly and severally acknowledge and agree that all business
information and materials 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, give away 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 PC
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 PC 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 provided or made available to it by the
PC and the Stockholder pursuant to this Agreement shall be considered the
property of the PC and the Stockholder ("PC Proprietary Information"), and
further agrees that it shall not rent, sell, give away or otherwise utilize PC
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 PC 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 PC in writing. Upon termination of this
Agreement, DCA agrees that it shall promptly return to the PC all PC Proprietary
Information then in its possession or control.
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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, the parties
agree that they will not disclose to any person or entity, any trade secrets of
the other including, but not limited to, manuals, operating systems, reporting
systems, training systems of the other that such party has become privy to or
has used during their involvement with the other. This covenant shall be
construed as an agreement.
7.4 NONSOLICITATION AGREEMENT. The parties agree that neither them nor
their affiliates shall during or at any time after termination or expiration of
this Agreement solicit any employees of the other to leave employment of the
party or become employed by it or any entity with which it is directly or
indirectly related. The parties agree that during this agreement and for one
year subsequent to the proper termination or expiration hereof, they will not
solicit any customers, clients, patients, vendors, contractors, employees,
independent contractors, buyers, distributors or manufacturers to cease doing
business with the other party, or to do business with them or any entity,
business, corporation or partnership with which any of them is either directly
or indirectly related.
7.5 RETURN OF DCA DOCUMENT. Information or Products. PC and Stockholder
agree that upon termination or expiration of this Agreement with DCA for any
reason, they shall immediately, but no longer than ten (10) business days from
such termination, return to DCA all documents or information in any form or
medium owned, produced or developed by DCA.
7.6 RETURN OF PCS DOCUMENTS, INFORMATION OR PRODUCTS. DCA agrees that
upon termination or expiration of this Agreement with the PCs for any reason,
DCA shall immediately, but no longer than ten (10) business days from such
termination, return to PC all documents or information in any form or medium
owned, produced or developed by PC.
VIII. INDEPENDENT CONTRACTORS
8.1 INDEPENDENT RELATIONSHIP. DCA intends to act and perform as an
independent contractor of the PC, and the provisions hereof are not intended to
create any partnership, joint venture, agency or employment relationship between
the parties. The PC, 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.
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IX. GENERAL PROVISIONS
9.1 ASSIGNMENT. DCA and the PCS shall not have the right to assign,
subcontract or sell their respective rights and obligations hereunder to any
person, corporation, partnership or other legal entity without prior written
consent of the other, which consent shall not unreasonably be withheld. 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 as set forth in this section).
To PC: c/o Xxxxx Xxxx Xxxxxxx, D.D.S.
0000 Xxxxx Xxxx
Xxxxxxx Xxxx, XX 00000
And to Stockholder: Xxxxx Xxxx Xxxxxxx, D.D.S.
0000 Xxxxx Xxxx
Xxxxxxx Xxxx, XX 00000
To DCA: Dental Care Alliance, Inc.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Facsimile No: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxxxx
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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: Xxxxxxx X. Xxxxxx, 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. All 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.
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
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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 PC, Stockholder 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 PC, Stockholder 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. 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.
9.16 GRATIOT AVENUE DENTAL, P.C. SPECIAL CONDITIONS. If Xxxxxx X.
Xxxxxxx or assigns exercise rights of possession under such Agreement dated
September 1, 1993 regarding related practices owned by Xxxxx Xxxx Xxxxxxx, then
this Agreement shall terminate as of such event.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
PC:
-------------------------------------
By:
----------------------------------
Signature
----------------------------------
Printed Name
PRESIDENT
-----------------------------------
Title
DCA:
DENTAL CARE ALLIANCE, INC., A Delaware
Corporation
By:
-----------------------------------
Signature
XXXXX XXXXXXX
-----------------------------------
Printed Name
PRESIDENT
-----------------------------------
Title
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EXHIBIT A
PRACTICE LOCATIONS
Eight Mile Dental, P.C.
Gratiot Avenue Dental, P.C.
Xxxxx Road Dental, P.C.
Washington Boulevard Dental, P.C.
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EXHIBIT B
BUSINESS AND ADMINISTRATIVE 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'
operations, only as follows; and otherwise as deemed reasonably necessary by
DCA, or in the sole discretion of DCA as may be reasonably requested by PCs.
(a) Payroll administration and accounting.
(b) Consulting advice on staff salaries, benefits and performance and incentive
plans.
(c) Recruitment of additional dentists.
(d) Facilitating the ordering of supplies.
(e) Bookkeeping and accounting. Preparation of monthly financial statements
providing true, correct and complete copies thereto to PC each month, as
and when same are completed.
(f) 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 PC on a monthly basis promptly after the same are received by
DCA.
(g) Provision of business forms, and provision of consulting advice on business
procedures any systems.
(h) Establishment of administrative controls to assure against theft.
(i) Billing and collections supervision.
(j) Marketing and advertising supervision.
(k) Installation of computer hardware and software. Training of staff in
utilization.
(l) Preparation of statistical data and analysis of office operations.
(m) Provision of consulting advice on improving office efficiency.
(n) Provision of consulting advise on office location and layouts.
(o) Negotiation of office leases.
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(p) Legal services for the Practice's routine operations (not including
professional liability or malpractice defense).
(q) Solicitation of and assistance in negotiations of managed care contracts.
(r) Consulting services and advice (as requested) on office efficiency and
productivity.
(s) On behalf of the PC, and with the PC's funds (there is no independent
obligation of DCA to anyone to make any payments except to the extent of
the availability of PC funds) payment of all accounts and notes payable as
and when the same become due and payable in accordance with their
respective terms.
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EXHIBIT C
SUBLEASE
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EXHIBIT D
EMPLOYMENT AGREEMENT
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EXHIBIT E
PRACTICE EXPENSES
(Headings and groupings below are for informational purposes and are subject to
changed based on accounting purposes)
The following expenses solely and directly related to the operation of
the PCs:
COST OF SALES
Dental Supplies
Implant Supplies
Lab Expense-Internal
Lab Expense-External
Material
Contract Dentists
Hygiene Wages
Lab Tech Wages
OPERATING EXPENSES, COMPENSATION & BENEFITS, SALARIES & WAGES
Officer Wages
Dental Assistant Wages
Administrative Wages
Bonuses
PAYROLL TAXES
FICA Tax Expense
Medicare Tax Expense
FUTA Tax Expense
SUTA Tax Expense
BENEFITS
Health Insurance
Continuing Education
FACILITIES
Rent Office
Rent-other
Telephone
Pest Control
Cleaning Service
Utilities
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REPAIRS & MAINTENANCE
Dental Equipment
Computer Equipment
Building
Office Equipment
ADVERTISING
Television
Newspaper
Yellow Pages
Magazines
Direct Mail
Seminars
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
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GENERAL OFFICE EXPENSES
Administrative Support
Vehicle Expense
Computer Expense
Contributions & Donations
Dues & Subscriptions
Office Expenses
Small Equipment
Tools
Operating Supplies
Uniforms
Postage & Freight
MISCELLANEOUS EXPENSES
Bank Charges
Cash Over/Short
Check Guarantee Fees
Credit Card Charges
License, Fees & Permits
Taxes-Other
Property Taxes
Sales Taxes
State Taxes
Reimbursement Expenses
DCA Licensing Fees
Other Misc. Expenses
Indemnification of Officers, Directors and the Stockholders of the PCs
from claims of third party excluding Xxxxx Xxxxxxx, Profit Dental
Management, Inc., D.C.A., their assigns, or related entities.
PRINCIPAL & INTEREST EXPENSE
Notes associated with practice
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EXHIBIT F
DEFINITION OF NET COLLECTED REVENUE
Net collected revenue shall be defined as:
Total collected revenue on a cash basis minus any patient refunds.
Service Fee: 74% of Net Collected Revenue
The parties acknowledge and agree that to the extent that the Service
Fee hereunder results in the PCs' inability to discharge their respective
payment obligations, including but not limited to, paying the salaries and
payroll costs of all their employed and contracted dentists, dental hygienists
and other employees and payment of insurance premiums and other costs and
expenses that are the responsibility of the PCs pursuant to the provisions of
this Agreement or would render any of them insolvent during the term of this
Agreement, the amount of the Service Fee shall be mutually adjusted by the
parties acting reasonably and in good faith to reasonably permit the PCs to
retain sufficient funds to discharge such obligations.
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EXHIBIT G
LICENSE AGREEMENT
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