EXHIBIT 10.2
DENTAL CARE ALLIANCE, INC.
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") effective this
____ day of __________, 19__, ("Effective Date") between and among DENTAL CARE
ALLIANCE, INC., a Delaware corporation ("DCA"); ______________________________,
a professional association ("PA") and ______________________________, a dentist
who is the sole stockholder, owning all of the issued and outstanding stock of
the P.A. (the "Stockholder").
I. RECITALS
WHEREAS, DCA is a company with expertise in the provision of business
and administrative services to dental practices; and
WHEREAS, the PA 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, the PA desires that DCA provide it with the business and
administrative services described in the Agreement, in order for the PA to avail
itself of DCA's expertise and efficiencies, and DCA desires to provide such
services to the PA; and
WHEREAS, the parties mutually desire that the PA 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 PA 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 PA appoints DCA as its sole and exclusive agent described
in this Agreement, and DCA hereby accepts such appointment. Notwithstanding
anything else in the 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.
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2.2 PROVISIONS OF OFFICE AND EQUIPMENT. DCA shall consult with the PA
on its office and equipment needs and will provide or arrange for the provision
to the PA, at the expense of the PA, the offices, and improvements requested by
the PA 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
Equipment"). The office space provided pursuant to sublease in the form of
EXHIBIT C attached hereto (the "Office Lease"). It is expressly understood and
agreed that the PA shall have complete custody and control over the Offices and
Equipment, consistent with the control over leased property that is customarily
granted to lessees under standard commercial leases.
2.3 EMPLOYMENT OF NON-DENTAL STAFF. DCA will employ and provide to the
PA the non-dental staff required for the operation of the Practice, provided
that the hiring and termination of such staff shall be at the direction of DCA,
in consultation with PA.
2.4 BILLING AND COLLECTIONS SERVICES. ICA will supervise billing and
collections services for all patient services rendered at the Practice, provided
that all billing and collections will be done in the name of the PA Pursuant to
its performance of the xxxxxxxx and collections function, DCA will take
possession of and endorse in the name of the PA all payments from patients,
insurance companies and other third party payors, and promptly deposit all such
funds in an account designated for the benefit of the PA as discussed in SECTION
2.5 below. The PA hereby appoints DCA for the term of this Agreement to be its
true and lawful attorney-in-fact for the purposes set forth in this section. DCA
will prepare and submit financial reports to the PA detailing xxxxxxxx and
collections on a monthly basis. In order to consolidate and maximize the return
on cash, PA grants DCA authority to consolidate the cash accounts of all managed
practices with each practice being credited with interest earned on balances
contributed and debited for interest deferred on balances advanced.
2.5 BANKING ARRANGEMENTS. All monies collected for the PA by DCA
pursuant to Section 2.4 above shall be deposited into an account designated to
the benefit of the PA (the "PA designated account") for which the sole signatory
shall be one or more duly authorized representatives of DCA, 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 PA for all funds
disbursed from the PA designated account, and make available to PA, upon
request, and during normal business hours at the place of business of DCA,
copies of all bank account statements
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III. DUTIES AND OBLIGATIONS OF THE PA
3.1 PROFESSIONAL RESPONSIBILITIES. The PA 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 PA will provide dental services to the
public through the services of dentists ("Dentists") who are employed by the PA
pursuant to employment agreements ("Employment Agreements") in the form of
Exhibit D attached hereto.
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 PA shall have approval over the
following business decisions:
(a) The hiring and termination of the Practice's dental
professionals. Dental professionals shall constitute dentists
and hygienists only;
(b) The dental equipment used by the Practice;
(c) Patient scheduling;
(d) The dental supplies and laboratory used by the Practice;
(e) Marketing, and
(f) Any other aspects of the Practice's operations that are
considered to be within the practice of dentistry under
applicable state dental laws and regulations.
3.4 HOURS OF OPERATION. The PA 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 holiday), with appropriate staffing by
Dentists, hygienists and assistants, throughout the term of the Agreement,
unless mutually agreed upon otherwise.
3.5 PATIENT RECORDS. The PA will prepare and maintain at the Practice
accurate, complete and timely records of all services rendered to patients at
the Practice. All patient records shall be the property and remain under the
control and custody of the PA 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 PA 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. PA 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, leases, or license
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agreements, DCA has considered and relied upon the credit worthiness and
reliability of PA and Stockholder. PA and Stockholder covenant and agree not to
sell, convey, transfer, lease or further encumber any interest in or any part of
the assets of the PA, or assets of the Stockholder including but not necessarily
limited to his stock in the PA, without the prior written consent of DCA, and
any such sale, conveyance, transfer, lease or encumbrance made without DCA's
prior written consent shall be void. If any person should obtain an interest in
all or any part of the assets or stock of the PA, pursuant to the execution or
enforcement of a lien, security interest, judgment or other right, such event
shall be deemed to be a transfer and an event of default hereunder. PA and
Stockholder covenant and agree not to effectuate or attempt to effectuate any
change in ownership or control of PA without the prior written consent of DCA,
and do herein represent and warrant to DCA that Stockholder presently owns and
holds all of the issued and outstanding shares of stock of the PA.
IV. FINANCIAL ARRANGEMENTS
4.1 PRACTICE OPERATING EXPENSES. DCA will be responsible for paying for
the Practice's operating expenses, which shall include 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 PA
shall pay DCA its monthly service fee and if such service fee shall not be
sufficient to cover practice expenses, PA shall be responsible for any overage
paid by DCA.
4.2 EXPENSES OF THE PA. The PA will be responsible for payment of the
salary and benefits and professional liability insurance for the Dentists (the
"Dentist Expenses"), and other Practice dental professionals employed directly
by the PA and any other expenses of the Practice or the PA that are not included
within the definition of Practice Expenses. Disbursements for such expenses
shall be made by DCA from the PA designated account in accordance with SECTION
2.5 of this Agreement.
4.3 SERVICE FEE. Each month DCA will deduct from the PA designated
account a service fee payable by the PA to DCA (the "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 PA, DCA may, but is not obligated to,
provide loans to the PA to fund the PA's working capital requirements.
Stockholder shall be required to personally and unconditionally guarantee all
such loans. 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 PA. The PA 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 per each Dentist,
with each PA and DCA being an additional insured. The PA shall be responsible
for all such liabilities in excess of the limits of such policies. DCA
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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.
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 in Exhibit A, with premiums and deductibles with respect to
such policies being a Practice expense.
5.3 ADDITIONAL INSUREDS. The PA agrees to use every effort to have DCA
named as an additional insured on its professional liability insurance program.
5.4 INDEMNIFICATION. The PA and Stockholder shall jointly and severally
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 PA and/or the Stockholder or PA's agents, employees and/or
subcontractors (other than DCA) during the term hereof DCA shall indemnify, hold
harmless and defend the PA and Stockholder 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 as a result of intentional acts by DCA and/or its
shareholders, agents, employees and/or subcontractors (other than the PA 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 twenty five
(25) years beginning on October 25, l996 and renewing each and every year on
October 25 of the subsequent year for an additional twenty five (25) year term
unless properly terminated as provided below.
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 PA or the Stockholder, on the other hand, shall materially
default in the performance of any duty, obligation, covenant
or agreement imposed upon it, them or him by, or made by it,
them or him pursuant to this Agreement 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. In
the event Stockholder loses his license to practice dentistry,
either by revocation, termination or suspension, same shall be
deemed a material default. In the event Stockholder is
disabled (unable to fully perform all the normal and routine
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dental services of a licensed dentist, and is unable to
perform all such services either for any continuous forty-five
(45) day period, or for a period of forty-five (4,) calendar
days within any period of one hundred eighty (180) consecutive
calendar days, (excluding normal vacations), then same shall
be deemed a material default. For the purposes of this
Section, any default by the Stockholder shall be deemed a
default by the PA and any default by the PA shall be deemed a
default by the Stockholder. It is expressly agreed by the PA
and thc Stockholder that a default of this Agreement by PA or
Stockholder shall be deemed to be a default of the sublease
for the Practice's office and a default between the PA and
Stockholder in the License Agreement between the parties. A
copy of the License Agreement is attached hereto and marked
EXHIBIT G. It is further expressly agreed by the PA and
Stockholder that a default in any one of the agreements set
forth above, will constitute a default in all agreements set
forth above, at the option of DCA.
(b) TERMINATION BY REASON OF INSOLVENCY. In the event of the
filing of a petition in bankruptcy pursuant to Chapter 7 of
the federal bankruptcy laws or an assignment for the benefit
of creditors by either DCA, on one hand, or the PA 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 of 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 WITHOUT CAUSE. In the event that the PA and the
Stockholder desire to discontinue the dental practice
maintained at the Practice pursuant to this Agreement (the
"Practice") at any time during the term of this Agreement, the
PA and the Stockholder may terminate this Agreement without
cause in the event that: (i) DCA shall be provided at least 90
days' prior written notice of such intent to terminate this
Agreement, and (ii) the Practice shall be sold or otherwise
transferred to another licensed dentist acceptable to DCA, who
as a tern of such sale, personally assumes the obligations and
liabilities of the PA and the Stockholder under this Agreement
for the then remaining balance of the ten of this Agreement,
and (iii) the continuity of the Practice is maintained
throughout negotiations for the assignment, and to the
effective date of the agreed assignee's liability under this
Agreement. There shall be no lapse in the duties and
obligations of the parties under this Administrative Services
Agreement.
(d) In the event that PA or the Stockholder or both shall
materially default in the performance of any duty, obligation,
covenant or agreement imposed upon it, him or them, pursuant
to this Agreement, and/or pursuant to the
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sublease, and/or pursuant to the license agreement between the
PA and Stockholder with DCA, and such default shall continue
for a period of thirty (30) days after written notice thereof
has been given to defaulting party or parties by the
non-defaulting party, PA and Stockholder agree that DCA or
DCA's designated licensed dentist shall have the option to
purchase all of the stock of thc Stockholder and/or all of the
assets of the PA according to the following formula: Sixty
percent (60%) of the annualized gross revenues of the practice
over the previous twenty-four (24) months minus any
liabilities of the PA as of the date of the sale.
6.3 ACTIONS UPON TERMINATION OF THIS AGREEMENT.
(a) Upon termination or expiration of this Agreement for any
reason:
(i) The PA shall promptly return all DCA Proprietary
Information to DCA and otherwise comply with the
covenants and agreements of SECTION, 7.l, 7.3, 7.4
and 7.5. hereof;
(ii) DCA shall return all PA Proprietary Information to
the PA, and otherwise comply with the covenants and
agreements of SECTION 7.2 hereof;
(iii) The PA 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 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 PA 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. CONFIDENTIALLY AGREEMENTS
7.1 CONFIDENTIALITY AGREEMENT OF THE PA AND THE STOCKHOLDER. The PA 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 PA
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
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except as authorized by DCA in writing. Upon termination of this Agreement, the
PA 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
PA and the Stockholder pursuant to this Agreement shall be considered the
property of the PA and the Stockholder ("PA Proprietary Information"), and
further agrees that it shall nor rent, sell, give away or otherwise utilize PA
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, the PA 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 PA in writing. Upon
termination of this Agreement, DCA agrees that it shall promptly return to the
PA all PA Proprietary Information then in its possession or control.
Notwithstanding the foregoing, it is expressly acknowledged and agreed by the PA
and the Stockholder that, in the event of termination of the Agreement for cause
by DCA or termination without cause by the PA or the Stockholder, the
requirements of this Section shall not prohibit DCA or dentists associated with
the PA subject to all applicable laws governing the confidentiality of patient
records and the consent of the patients in question, arranging for the transfer
of patient records to such other dentist.
Notwithstanding the foregoing, it is further expressly acknowledged and
agreed by the PA and the Stockholder, that in the event DCA or DCA's designated
licensed dentist exercises the option as set forth in 6.2(d), the requirements
of this Section shall not prohibit DCA or dentists associated with the PA,
subject to all applicable laws governing the confidentiality of patient records
and the consent of the patients in question, arranging for the transfer of
patient records to such other dentists.
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, PA and
Stockholder agree that they will not disclose to any person or entity any trade
secrets of DCA including, but not limited to, manuals, operating Systems,
reporting systems, training systems that the PA and Stockholder have become
privy to or have used during; their involvement with DCA. This covenant on the
part of PA and Stockholder shall be construed as an agreement.
7.4. NONSOLICITATION AGREEMENT. PA and Stockholder agree that they
shall not during or at any time after termination or expiration of this
Agreement solicit any employees of DCA to leave DCA or become employed by either
of them or any entity with which either of them is directly or indirectly
related. PA and Stockholder agree that during this agreement and for one year
subsequent to the proper termination or expiration hereof, it or he will not
solicit any customers, clients, buyers, distributors, or manufacturers to cease
doing business with DCA, or to do business with them or any entity' business,
corporation or partnership with which either PA and/or Stockholder are either
directly or indirectly related.
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7.5 RETURN OF DCA DOCUMENT, INFORMATION OR PRODUCTS. PA and Stockholder
agree that upon termination or expiration of this Agreement with DCA for any
reason, they shall immediately, but no long than (10) business days on such
termination, return to DCA all documents or information in any form or medium
whether written or electronic either owned by DCA, or to which DCA has a right
of possession, including, but not limited to, customer lists, pricing lists,
commercial material, manufacturers, information, correspondence, financial
information, etc. In addition, PA and Stockholder shall return all products,
samples and any and all research regarding same by appropriate carrier to DCA
immediately, by no later than ten (10) business days from the termination or
expiration of this Agreement. PA and Stockholder further agree to return any and
all equipment, computers. vehicles, etc. either owned by or to which DCA has a
right of possession, immediately upon termination or expiration of this
Agreement or within (10) business days from termination or expiration. The
return of such documentation, information and/or products and equipment shall be
a strict condition precedent to the payment of any and all commissions/salary or
any other compensation, if any' then due and owing to PA and/or Stockholder, and
the failure to return documents, products or equipment in a timely manner shall
entitle DCA to withhold any and all payments due to PA and/or Stockholder until
compliance with these provisions.
VIII. INDEPENDENT CONTRACTORS
8.1 INDEPENDENT RELATIONSHIP. DCA intends to act and perform as an
independent contractor of the PA, and the provisions hereof are not intended to
create any partnership, joint venture, agency or employment relationship between
the parties. The PA, 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.
IX. GENERAL PROVISIONS
9.1 ASSIGNMENT. DCA shall have the right to assign or sell its rights
and obligations hereunder to any person, corporation, partnership or other legal
entity. Except as set forth above, neither DCA nor the PA shall have the right
to assign their respective rights and obligations hereunder without the written
consent of the other party. 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
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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: PA: Value Plus Dental Center of Bradenton, P.A.
000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
AND TO STOCKHOLDER:
Xxxxxx Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, 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
WITH A COPY TO Xxxx, Band, Russell, Collier, Xxxxxxxxx
and Xxxxxx Chartered
P.0. Box 49948
Xxxxxxxx, XX 00000
Facsimile No: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esquire
9.4 WAIVER OF PROVISION. 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 thc 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.
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9.9 ADDITIONAL DOCUMENTS. Each of the parties hereto agrees to execute
any documents or documents that may be requested from time to time by any other
party to implement or complete such party's obligation's pursuant to this
Agreement.
9.10 ATTORNEY'S 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 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 PA, 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 PA, 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 acknowledgement that each
party and its Counsel have renewed and revised this Agreement and that the
norma1 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 contacts 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
PA
By: _____________________________________________
Signature
PRESIDENT
_____________________________________________
Printed Name
STOCKHOLDERS:
By: _____________________________________________
Signature
PRESIDENT
_____________________________________________
Printed Name
DCA: DENTAL CARE ALLIANCE, INC.
a Delaware corporation
By: _____________________________________________
Signature
XXXXXX XXXXXXX, PRESIDENT
Xxxxxx Xxxxxxx
_____________________________________________
Printed Name
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EXHIBIT A
PRACTICE LOCATION
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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 reasonable necessary by
DCA, or in the sole discretion of DCA as may be reasonably requested by PA.
(a) Employment and training of the Practice's non-professional staff.
(b) Payroll administration and accounting.
(c) Consulting advice on staff salaries, benefits and performance and
incentive plans.
(d) Recruitment of additional dentists.
(e) Facilitating the ordering of supplies.
(f) Bookkeeping and accounting Preparation of monthly financial
statements providing true, correct and complete copies thereto for
PA each month, as and when same are completed. Preparation of
budgets and monitoring of actual results versus budgets.
(g) Processing and distribution of all checks, including but not
limited to, payroll, payables, taxes and rents, and provisions of
copies of all bank statements to PA on a monthly basis promptly
after the same are received by DCA.
(h) Provision of business forms, and provision of consulting advice of
business procedures and systems.
(i) Establishment of administrative controls to assure against theft.
(j) Billing and collections supervision.
(k) Marketing and advertising.
(1) Installation of computer hardware and software. Training of stain
utilization.
(m) Preparation of statistical data and analysis of office operations
(n) Provision of consulting advice on improving office efficiency.
(o) Provision of consulting advice on office location and layouts.
(p) Negotiation of office leases.
14
(q) Legal service for the Practice's routine operations (not including
professional liability or malpractice defense).
(r) Solicitation of and assistance in negotiations of managed care
contracts.
(s) Consulting services and advice (as requested) on employee
efficiency and productivity.
(t) Patient fee schedules, is consultation with PA owner.
(u) On behalf of the PA, and with the PA's funds (there is no
independent obligation of DCA to anyone to make any payments except
to the extent of the availability of PA funds) payment of all
accounts and notes payable as and when the same become due and
payable in accordance with their respective terms.
15
EXHIBIT C
SUBLEASE
NONE
16
EXHIBIT D
EMPLOYMENT AGREEMENT
17
EXHIBIT E
PRACTICE EXPENSES
(Headings and groupings below are for informational purposes and are subject to
change based on accounting purposes)
P.A. PRACTICE EXPENSES
Dentist and Dental Professional Compensation
Hygienist Compensation
Payroll Taxes and Benefits for Dentists, Dental Professionals,
Hygienists
Malpractice Insurance
DCA Licensing Fees
PA Debt Service
DCA PRACTICE EXPENSES
COST OF SALES
Dental Supplies
Implant Supplies
Lab Expense - Internal
Lab Expense - External
OPERATING EXPENSES, COMPENSATION & BENEFITS, SALARIES & WAGES
Dental Assistant Wages
Administrative Wages
Bonuses
PAYROLL TAXES
Medicare Tax Expense
FICA Tax Expense
FUTA Tax Expense
SUTA Tax Expense
BENEFITS
Health Insurance
FACILITIES
Rent - Office
Rent - Other
Telephone
Pest Control
Cleaning Service
Utilities
18
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
Misc. Insurance
GENERAL OFFICE EXPENSES
Administrative Support
Vehicle Expense
Computer Expense
Contributions & Donations
Dues Subscriptions
Office Expenses
Small Equipment Tools
Operating Supplies
Uniforms
Postage & Freight
19
MISCELLANEOUS EXPENSES
Balk Charges
Cash Over/Short
Check Guarantee Fees
Credit Card Charges
License, Fees & Permits
Taxes - Other
Property Taxes
Sales Taxes
State Taxes
Reimbursement Expenses
Other Misc. Expenses
20
EXHIBIT F
DEFINITION OF SERVICE FEE AND NET COLLECTED REVENUE
Net collected revenue shall be defined as:
total collected revenue on cash basis minus any patient refunds.
Service fee shall be defined as:
74% of net collected revenue.
21
EXHIB1T G
LICENSE AGREEMENT
22
