1
EXHIBIT 10.12
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made as of
March 31, 1997 by and between Xxxxxxx X. ("Xxx") Xxxxxx and Associates a
Professional Dental Corporation, a professional dental corporation organized and
existing under the laws of the State of Louisiana ("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 Louisiana State Board of Dentistry 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 Louisiana.
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 Louisiana Dental Practice Law and the Regulations of
the Louisiana State Board 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
2
employment agreements or independent contractor agreements or plus P.A.'s
portion of all employment and payroll taxes; other expenses incurred by P.A. in
carrying out its obligations under this Agreement; 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 Louisiana State 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 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,
2
3
and Service Company agrees to furnish to P.A. all of the non-dental
development, 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.
3
4
(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.
(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.
4
5
(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.
(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.A. 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 or who are independent contractors of P.A.
hold all necessary licenses from the State of Louisiana and any other
jurisdictions in
5
6
which the P.A. does business, 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 Louisiana. P.A. shall take all actions
necessary to maintain its status as a 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 Louisiana.
(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
6
7
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 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.
7
8
(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 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.
8
9
(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 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
9
10
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 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 right, power,
privilege or remedy or be construed as
10
11
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.
(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.: Xxxxxxx X. ("Xxx") Xxxxxx and Associates
a Professional Dental Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxx 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
11
12
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 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: P.A.:
UNITED DENTAL CARE, INC. XXXXXXX X. ("XXX") XXXXXX AND ASSOCIATES
a Professional Dental Corporation
By:/s/ XXXX XXXX By:/s/ XXXXXXX X. XXXXXX, III
------------------------------- ------------------------------
Name: Xxxx Xxxx Name: Xxxxxxx X. Xxxxxx, III, D.D.S.
Title: Vice President Title: President
12
13
EXHIBIT A
Locations of Dental Centers
0000 Xxxxxxxx Xxx.
Xxxxxxxxxx, Xxxxxxxxx
