DENTIST EMPLOYMENT AGREEMENT
I. The Parties. This Dentist Employment Agreement (“Agreement”), made effective
____________________, 20____, by and between ____________________
(“Employer”) with a mailing address of ____________________, City of
____________________, State of ____________________
AND
____________________ (“Practitioner”) with a mailing address of
____________________, City of ____________________, State of
____________________.
Collectively the Employer and Practitioner shall be known as the “Parties”.
II. Term. This Agreement shall begin on ____________________, 20____, and end on
____________________, 20____, unless extended in writing by both Parties. The
Parties ☐ - Shall ☐ - Shall Not have rights to terminate this Agreement. If the Parties
have the right to terminate this Agreement, termination must be made with ____ days’
notice.
III. Initial Period. There shall be: (choose one)
☐ Probationary Period. During the initial ____ days after the employment start
date (“Trial Period”), the following party(ies) is/are able to terminate this
Agreement without penalty: ☐ Practitioner Only ☐ Employer Only ☐ Both
Parties.
☐ - No Probationary Period. Agreement remains in effect until its end date or
termination.
IV. Place of Work. The Employee shall be designated to a:
☐ - Specific Location. Practitioner shall be required to perform their Services at
the specific location of ____________________, City of
____________________, State of ____________________ (“Premises”).
A change in the premises require the prior written consent of the employer.
☐ - Location At-Will. Practitioner shall be required to perform their Services at
the location as designated by the Employer upon the Practitioner’s written
consent (“Premises”).
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V. Practitioner’s Working Hours – By signing this Agreement, Practitioner agrees to
be under the direction, control and supervision of the Employer, in conjunction with the
prevailing standards of dental practice and workplace rules as Employer may provide.
Practitioner hereby consents to the following terms as regards working hours and line of
work:
a.) Working Hours. Working days and hours for the Employer shall be ____ days
per week, specifically ____________________ thru ____________________,
with hours ranging from ____:____ ☐ AM ☐ PM to ____:____ ☐ AM ☐ PM.
b.) Extended Working Hours To meet demands for extra work to prevent losses,
the Practitioner may be compelled to render additional days and hours of work,
which shall be given additional compensation by the employer in accordance with
the prevailing laws.
c.) Services Rendered – PRACTITIONER agrees that from time to time he/she may be asked
to perform services on a consultation basis or for other medical offices;
d.) Vacations and Leaves – Before taking a leave of absence, personal time off, and
vacation, Practitioner must properly notify the Employer in writing, at least 30 days
before the said date. The approval of the leave rests on the consent of the Employer.
Holidays and leaves as may be provided by law and other dates agreed upon by the
Practitioner and the Employer for the well-being of both Parties shall also entitle the
Practitioner to absences from work;
e.) Continuing Education. Practitioner is encouraged and expected, from time to
time, to attend educational conventions, meetings, post-graduate courses,
seminars, and any other educational needs that enhance the performance of the
Practitioner’s Services. Only educational activities that are required for the
renewal of professional license are given allowance and considered as paid
leaves.
LIMITATIONS ON EMPLOYMENT
Patient Limitations - Other than those as the EMPLOYER may provide, the
PRACTITIONER shall not render service at any time to any other person. In case of
referrals outside of work, PRACTITIONER shall direct them to EMPLOYER.
Denial of Treatment. – If a patient is found to be violating the prescribed conduct and
medications of the PRACTITIONER, PRACTITIONER may refuse to provide further
services until conditions improve.
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VI. Compensation. For the Services provided by the Practitioner, the Employer agrees
to pay the Practitioner as follows: (choose one)
☐ - Salary ONLY. The Practitioner agrees to be compensated in the amount of
$_________________ per year (“Salary”).
☐ - Net Revenues ONLY. The Practitioner agrees to be compensated in the
amount of ____% of each dollar from all sources that the Employer receives for
the Practitioner’s Services rendered to patients (“Net Revenues”). Net Revenues
shall not include any refunds or Services that were provided on a pro-bono basis.
☐ - Salary plus Net Revenues. The Practitioner agrees to be compensated in
the amount of $_________________ per year (“Salary”) and to collect ____% of
each dollar from all sources that the Employer receives for the Practitioner’s
Services rendered to patients (“Net Revenues”). Net Revenues shall not include
any refunds or Services that were provided on a pro-bono basis.
☐ - Other. _______________________________________________________
________________________________________________________________
VII. Payment Schedule. The Employer agrees to pay the Practitioner: (check all that
apply)
☐ - Salary on a ☐ - Weekly ☐ - Bi-Weekly ☐ - Monthly ☐ - Quarterly ☐ - SemiAnnual ☐ - Annual basis.
☐ - Net Revenues on a ☐ - Weekly ☐ - Bi-Weekly ☐ - Monthly ☐ - Quarterly
☐ - Semi-Annual ☐ - Annual basis.
VIII. Liability Coverage Insurance. Employer shall provide professional liability
insurance coverage for patient care services performed by the Practitioner within the
scope of the Practitioner’s duties and licenses under this Agreement.
The liability insurance coverage shall be no less than $_________________ per
occurrence and $_________________ aggregate. Practitioner may obtain, at
Practitioner’s sole expense, such primary, supplemental, or additional professional
liability insurance coverage as the Practitioner desires.
a.) Tail Coverage. In the event professional liability coverage for Practitioner is
provided on a “claims made” basis and extended reporting coverage (“tail
coverage”) is required upon termination of Practitioner’s employment to
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continue the coverage protection of the Employer, tail coverage shall be
obtained. Practitioner shall be responsible for payment of the premium for tail
coverage. Employer shall have the right to pay the reasonable and necessary
premium for the tail coverage in the same limits previously maintained and
deduct the amount of such premium from any amounts otherwise due to the
Practitioner under this Agreement or any other agreement between the
Employer and Practitioner. Practitioner shall provide the Employer with
evidence of such tail coverage.
X. Provisions on Termination Without Cause
☐ - Practitioner Only. The Practitioner enjoys the right to terminate without
cause this Agreement at any time, provided that a written notice is given to the
Employer within ____ days from the final date of work. The Employer is
precluded from terminating this Agreement without cause.
☐ - Employer Only. The Employer enjoys the right to terminate without cause
this Agreement at any time, provided that a written notice is given to the
Employer within ____ days from the final date of work. The Practitioner is
precluded from terminating this Agreement without cause.
Should Employer terminate the Agreement under the preceding paragraph,
Practitioner is entitled to compensation, for the ____ of days after date of
termination.
☐ - Both Parties. The Employer and Practitioner enjoy the right to terminate
without cause at any time, provided that a written notice is given to the Employer
within ____ days from the final date of work.
☐ - No Termination Rights. There shall be no termination without cause from
both Practitioner and Employer at the time of the existence of this Agreement.
XI. Non-Solicitation. In the entire duration of this Agreement and for __ months after its
termination, Practitioner is bound to refrain from doing the following:
A. Invite, advertise, interact, or in any way approach the clients of the Employer for
the purpose of terminating their contracts with the said Party, unless consented
to by the Employer;
B. Create, organize, incorporate, form, or in any way take initial steps to building a
partnership, corporation, agency, firm, affiliate, subsidiary, or any other legal
entity whose nature of business are in competition with the Employer;
C. Invite, advertise, interact, or in any way approach the agents, staff, employees, or
other persons under a contract of service with the Employer for the purpose of
terminating their work contracts with the said Employer, unless consented to by
the Employer;
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In case of contracts that are not in violation of the non-compete clauses provided under
this Agreement, Practitioner may deliver notices to patients under pertinent laws.
Only clients that were under the treatment of the Practitioner 1 year prior to the
termination of this Agreement shall be permitted to be under the continuing care of the
Practitioner, to the exclusion of those covered in the Non-Compete clause.
XII. Non-Compete. The provisions of this clause shall not apply in the following cases:
a. Termination for cause as provided in this Agreement;
b. Termination without causes, made within 365 days after the signing of
this Agreement.
.
The non-compete clause shall be in effect for a period of 12 months after the
termination of this Agreement.
During the said period, Practitioner shall not:
A. Form any business establishment that is in competition with the business of the
Employer, within the area of __ mile radius, where the Practitioner has spent
50% of his/her time 12 months prior to the termination of Agreement;
B. Participate, associate, work, own stocks.or in any way render service with any
entity, registered or not, which is providing services in competition with the
Employer;
C. Practitioner agrees that during the duration of this contract, and effective for one
year after its termination, Practitioner shall not engage in any blog, vlog, or social
media content creation related to the practice of the dental profession.
Notwithstanding anything to the contrary, this Non-Compete Clause shall not apply and
shall be null and void in the event of:
(i)
(ii)
Termination without cause by the Employer within the first three-hundred and
sixty five (365) days of employment pursuant to this Agreement and;
Termination with cause by the Practitioner at any time. In this instance
Practitioner may invite and retain any patient that was given dental service by
the Practitioner one (1) year prior to termination.
In case the Practitioner wishes to perform the said acts, a buy-out of the said rights in the
amount of $__________ may be made. Liquidated damages as a result of the said buy-out, in
the amount of $ __________ shall be paid separately as well.
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XIII. Activities Allowed Under the Non-Compete. Notwithstanding the terms and
conditions of the aforementioned Non-Compete, the Employer shall:
a.) No Denial of Patient List and Records- Practitioner shall, upon request, be
furnished with a list of patients he/she has rendered dental service one year prior
to termination. Upon authorization by the patient and with proper compensation
for the expenses incurred and other legal fees, Practitioner may access patient
records in the custody of the employer.
b.) Continuing Care. In case of the patient’s acute illness, Practitioner shall give
written notice to the Employer of the patient’s condition, to which Practitioner
shall provide continuing care.
Only when the patients gives written consent to the Practitioner to access his/her
patient records may the Employer release the same, for the said purpose.
RECORDS AND INFORMATION MANAGEMENT
Confidential Information – The following rules apply for the use and handling of
Confidential Information acquired by the Practitioner in the course of his/her
employment.
A. Confidential information acquired by Practitioner in the course of employment
may not be used for purposes other than that instructed by the Employer, in
writing, nor for any reason after the termination of this Agreement for a period of
12 months, unless the same is done with the written consent of the EMPLOYER;
B. Disclosure of any Confidential Information of the EMPLOYER as a requirement
in the dental profession, as required by court order or by any government office,
may only be done upon the written consent of the EMPLOYER, be it as a
requirement;
C. Upon termination, PRACTITIONER shall return records to the EMPLOYER of
any Confidential Information that may have been entrusted to him/her, or has
been in his/her control as a result of circumstances.
Record Keeping – Records of whatever nature as a result of the engagements by the
PRACTITIONER and EMPLOYER shall be kept by both parties, in keeping with the
roles of fiduciary trust and employer confidence. All pertinent transactions shall be
entered into the records of the EMPLOYER. All communications, towards and from the
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EMPLOYER and PRACTITIONER for causes as contained in this AGREEMENT, shall
be properly maintained.
General Access to Information – for purposes of accounting, auditing, verification of
medical records, payment, and any other action related to the functions of the
profession, EMPLOYER allows the PRACTITIONER to access the records in order to
gain information on the following matters.
RESPONSIBILITIES IN THE PRACTICE OF THE PROFESSION
Provisions Clause – the EMPLOYER undertakes to provision the PRACTITIONER
with all the necessary tools and equipment as provided under the prevailing dental
standards to enable the PRACTITIONER to perform his/her services in keeping with the
safety of the patient. This includes the dental-related machinery, along with the recordkeeping gadgets and storage devices necessary to keep the integrity of the files of the
employer
EMPLOYER shall also provide a quality administrative system to enable the
PRACTITIONER to perform the tasks involved in the most hassle-free manner.
Administrative work shall include payment of medical bills, accounting, assessment and
filing of insurance claims, date and time of patient treatment, janitorial work, along with
other actions necessary to maintain the upkeep of the PREMISES.
Right to Bill – All rights pertaining to billing for services rendered by the
PRACTITIONER, including Medicare/Medicaid covered claims, shall be with the
EMPLOYER.
PRACTITIONER may, with reasonable notice and within office hours, request access to
finance records to determine the veracity of the financial activities of the EMPLOYER in
reference to the abovementioned paragraph.
XXIII. Applicable Laws. The Employer and Practitioner guarantee the following:
a.) Employer EMPLOYER guarantees that he/she is operating in accordance
with the prevailing county, state, and profession related requirements,
including licensing, and has complied with all requirements imposed by law in
order to practice the dental profession. EMPLOYER binds himself/herself to
maintain compliance with the following, and to keep in good standing all
aspects of his/her business.
The failure of the EMPLOYER to maintain the status mentioned in the above
paragraph shall gives right to the PRACTITIONER to terminate the AGREEMENT. All
liabilities arising from the said failure shall be borne exclusively by the EMPLOYER.
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b.) Practitioner. PRACTITIONER guarantees that he/she has passed all
requirements and complied with all the tests to entitle one to the practice of
dental service. He/she guarantees to exercise all actions to maintain good
standing in the profession, in order to keep their license.
PRACTITIONER hereby warrants that he/she has not performed any acts in the past
which may be the subject of future scrutiny by any law enforcement authority,
The failure of the PRACTITIONER to comply with the above paragraph opens him to
be solely liable for all liabilities that may arise as a result of practicing the dental
profession without compliance of the same.
XXVI. Prior Investigations. PRACTITIONER hereby warrants that after an exhaustive search
of personal records and based on personal knowledge, he/she is not a party to any legal
proceeding or inquiry involving the practice of the dental service procession, nor with any
process or act related to the medical field in general.
In the event that PRACTITIONER comes across information that an investigation has
been commenced against him/her, or that a malpractice suit has been filed, or
proceedings for the revocation of license has been initiated, or any claim which may
incur the liability of the PRACTITIONER, he/she binds himself/herself to raise the said
issue as soon as possible.
In the event that EMPLOYER comes across information that an investigation has been
commenced against him/her, or that a malpractice suit has been filed, or proceedings
for the revocation of license has been initiated, or any claim which may incur the liability
of the EMPLOYER, he/she binds himself/herself to raise the said issue as soon as
possible.
XXIV. Employment Benefits. Practitioner is entitled to participate in any 401(k)retirement plan, profit-sharing agreements, or similar benefit plans. In addition,
Practitioner shall be eligible for any group life insurance, health insurance, accident
insurance, disability insurance or any other professional liability insurance or benefits, or
other employee benefits available generally to practitioners employed by the Employer
to the extent permitted by such plans and the applicable statutes and regulations, as set
out in the employee handbook created by the Employer.
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XXVII. Immediate Termination. The following are the grounds for the termination of
this Agreement, which shall be effective within 30 days from written notice:
a.) Death of PRACTITIONER – the death of the PRACTITIONER automatically terminates this
AGREEMENT;
b.) License Revocation. The cancellation/revocation of the PRACTITIONER’s
license
In case of suspension of license, the PRACTITIONER may be allowed to return to
practice after the said suspension is lifted. However, in the interim, PRACTITIONER
cannot engage in the practice of the dental profession.
If the suspension extends for more than 30 days, it shall be a ground for termination of
the AGREEMENT;
c.) Liability Coverage. The failure of the EMPLOYER or PRACTITIONER to secure
professional liability coverage for the PRACTITIONER within 30 days from the date
of being notified of the denial of the same.
In the interim, PRACTITIONER may not practice the dental profession while the liability
coverage is being secured;
d.) DEA License. The failure to secure the PRACTIONER’s DEA license within 30
days from its suspension, revocation, or cancellation.
In the interim period while the DEA license is being secured, PRACTITIONER may not
practice the dental profession;
e.) Medicare/Medicaid Programs. The restriction, suspension, or revocation of the
subscription in Medicare and/or Medicaid programs by the PRACTITIONER;
f.) Order by Hospital or Government Authority. Any suspension, restriction, or
limitation by the government or hospital authority against the Practitioner from
performing any act pertaining to the dental service profession;
g.) Conviction. The Conviction of the Practitioner of any crime involving moral
turpitude
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h.) Practitioner’s Failure. Failure of the Practitioner:
I. The failure of the Practitioner to exercise due diligence in the course of work
in conformity with the prevailing standards of dental practice, which results
to danger to the health and safety of the patient;
II. Has a Final Adverse Action (as defined in 42 U.S.C. Section 1320a-7e)
taken against him or her of which Practitioner has received prior written
notice or enters into a settlement or other disposition of a matter wherein the
allegations, if true and pursued to judgment, would have resulted in a Final
Adverse Action, if in the good faith opinion of the Employer a material part of
such allegations are substantially true;
III. To comply with any rule of the county, state, or federal law, or any guideline
in the workplace as may be imposed by the EMPLOYER.
XXVIII. Uncured Termination. EMPLOYER may terminate this AGREEMENT upon
occurrence of the following, and the failure to provide remedy for them within 10 days
after written notification to the PRACTITIONER to cure the following:
A. The failure/refusal of the PRACTITIONER, without sufficient ground, to comply
with any mandate as provided under this AGREEMENT;
B. The failure/refusal of the PRACTITIONER to uphold the workplace rules,
employment standards, and personal regulations of the EMPLOYER, such as
but not limited to, quality control, credentials maintenance, and use of the
premises, which have been reasonable informed with the PRACTITIONER via
written notice;
C. Any act of the PRACTITIONER constituting fraudulent conduct, gross
negligence, willful misconduct, or any action that falls short of the expected
professional standards and crosses well-established ethical boundaries which
may cause any damage to the EMPLOYER, its agents, employees, and other
businesses;
D. Termination by the PRACTITIONER of the EMPLOYER’s right to bill and collect fees
for the dental services rendered by the PRACTITIONER;
D. Breach. Practitioner commits a violation of any obligation under this Agreement,
provided that the Practitioner has not taken steps to alleviate the situation to the
status quo within fifteen (15) days of receipt of written notice of the violation from
the Employer, which notice shall state and substantiate with proof the following
violations:
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I. Habitual drunkenness, drug addiction, or similar impairment;
II. Failure or inability of the practitioner to remain credentialed by payors
representing seventy-five percent (75%) or more of the collected revenue
related to the Practitioner fees of the Employer; or
III. Failure or refusal of the Practitioner to provide the Employer with information
reasonably requested by the Employer for the Employer to evaluate whether
the Practitioner is in violation of this Agreement or has committed any act or
omission which might constitute cause for termination.
IV. Romantic or sexual affairs with any of the clients of the employer after the
signing of this Agreement and while the clients are receiving services from
the Employer;
V. Romantic or sexual affairs with any fellow Practitioners, employees, staff,
consultants, partners, or individual involved in the day to day and
managerial work of the Practitioner, after the signing of this Agreement and
while the said persons are receiving services from the Employer;
VI. Romantic or sexual affairs with any Practitioner, employees, staff,
consultants, partners, or individual involved in the day to day and
managerial work of any entity in competition with the services of the
Employer.
In case the PRACTITIONER suffers from any physical or mental condition that affects
his/her capacity to do work, EMPLOYER shall continue to provide the salary of the
PRACTITIONER for a period not to exceed 90 days.
After the span of such period, if PRACTITIONER is still unable to exercise his functions
for the same reasons, the EMPLOYER may terminate the employment with
PRACTITIONER.
XXIX. Termination by Practitioner. The following are grounds for the PRACTITIONER
to terminate with cause the AGREEMENT, which shall be communicated to the
EMPLOYER in writing:
A. Failure of the EMPLOYER to compensate the PRACTITIONER any amount due or benefits
properly accruing to the PRACTITIONER, within 10 days after written notice to the
EMPLOYER of the said claim;
B. Breach of other agreements under this AGREEMENT, after failure to take
curative action within 30 days after written notice to the EMPLOYER of such
breach.
C. In case of suspension, revocation of license, or bar from further participation in
the dental profession of the EMPLOYER for any cause;
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D. In case of declaration of insolvency, or in the dissolution of the
partnership/corporation of the EMPLOYER, or the closing of its business
operations,
E. In case of violation of any law by the EMPLOYER, the finding of which by any
court or other government agency subjects the EMPLOYER to a ban from
practicing its business, or a revocation of its license, or suspension for a period
detrimental to the continuation of the business;
XXX. INTERIM DUTIES PENDING TERMINATION
For a period of __ days after the termination of this AGREEMENT, and by request of the
PRACTITIONER, EMPLOYER shall provide the following information to the
PRACTITIONER:
Notwithstanding anything in this Agreement to the contrary, during the period of _____
days immediately after the cessation of the Practitioner’s employment and at the
Practitioner’s written request, the Employer will provide the Practitioner with the names
and amounts of the accounts receivable including, but not limited to, any aging accounts
receivables report, any overpayments due to patients or third (3 rd) party payors, plus
any unallocated payments on the date of termination for the Practitioner’s Services
rendered during the term of this Agreement. Additionally, at reasonable times and with
written request to the Employer, the Practitioner shall have privilege to access and
obtain verification of payments owed to the Practitioner or any payments owed to the
Employer under this Agreement.
XXXII. COVID-19 Liability. The Practitioner agrees to relieve the Employer of any
liability from contracting COVID-19 in the duration of this Agreement. Practitioner
agrees that he/she will undertake the necessary preparations and observe workplace
guidelines as may be imposed by the Employer to avoid COVID-19 infection.
XXXIII. Right of Offset. In the event of termination of this Agreement for any reason,
the Employer shall be entitled to withhold any amounts due to the Practitioner under this
Agreement and apply any such amounts withheld against any obligations owed to the
Employer by the Practitioner. The Practitioner shall receive a credit on any obligations
to which such withheld amounts are applied.
XXXIV. Notices. Upon notice of termination by either the Employer or the Practitioner,
the Employer shall:
a.) Timely assist the Practitioner in preparing the Practitioner’s notification to
patients as required by State, Federal, and local laws;
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b.) Timely assist the Practitioner in completing any course of treatment in order to
not abandon a patient; and
c.) Provide the Practitioner with the names and addresses of any third (3 rd) party
payors that the Employer has billed for the Practitioner’s professional services.
XXXV. Necessary Terms. The Parties acknowledge and agree that:
(i)
(ii)
(iii)
(iv)
(v)
the covenants and restrictions contained in this Agreement are necessary,
fundamental, and required for the protection of legitimate business interests
of the Employer;
such covenants and restrictions relate to matters which are of a special,
unique, and extraordinary character;
such covenants and restrictions are reasonable as to the time limits,
geographical area and scope of activity to be restrained;
such covenants and restrictions do not impose a greater restraint than is
necessary to protect the goodwill or other business interests of the Employer;
and;
a breach of any such covenants or restrictions will result in irreparable harm
and damages to the Employer, which cannot be adequately compensated by
a monetary award.
Accordingly, the Parties expressly agree that in the event of an actual or threatened
breach by the Practitioner of the obligations not to disclose or use Confidential
Information or to solicit or compete contained in this Agreement, the Employer shall be
entitled to a temporary restraining order and/or an injunction to specifically enforce the
provisions of this Agreement. Furthermore, nothing herein shall be construed as
prohibiting compensation to the Employer for such breach or threatened breach,
including the recovery of damages from the Practitioner and for reasonable attorneys’
fees.
XXXVI. Due Diligence. Practitioner will acquire, at the outset and during the course of
the Practitioner’s employment with the Employer, certain valuable, proprietary, and
confidential information concerning the Employer, including, but not limited to
a. the patients of the Employer;
b. the services provided by the Employer;
c. the referring practitioners, health insurers, third (3rd) party payors,
employers, and employees with which the Employer has relationships;
d. the business operations of the Employer, including organizational
documents, employment and independent contractor agreements, vendor
contracts, accounting methodologies, policy and procedure manuals,
forms, and protocols; third (3rd) party payor contracts;
e. policies, trademarks, service marks, and designs;
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f. the clinical aspect of the Employer, including protocols, policies and
procedures, patient lists, and clinical trials; documentation relating to the
provision of services performed hereunder;
g. and other copyrighted, patented, trademarked, or legally protectable
information that is confidential and proprietary to the Employer (all of
which is referred to as “Confidential Information”), the revelation to a third
(3rd) party of which revelation to a third (3rd) party would damage would
damage the Employer’s practice, goodwill, and competitive position of the
Employer.
Additionally, the Practitioner will acquire at the outset access to and the benefit of the
substantial positive name recognition and goodwill of the Employer and the Employer’s
favorable relationships with patients, referring practitioners, health insurers, third (3 rd)
party payors, employers, and employees. The Practitioner is entering into this
Agreement for, among other purposes, the purpose of making and binding the
Practitioner to the covenants regarding confidentiality, non-solicitation, and noncompetition contained in this Agreement and without such agreement of the Practitioner
to be so bound, the Employer would not agree to permit the Practitioner to gain access
to and reap the benefits of such name recognition, goodwill, and relationships.
XXXVII. Governing Law. This Agreement shall be interpreted, construed, and
governed in accordance with the laws in the State of __________________. Exclusive
venue for any actions arising under this Agreement shall be a court of competent
jurisdiction within the Practitioner’s County within the aforementioned State.
XXXVIII. Arbitration Clause. In case of any litigation between the Employer and the
Practitioner, there will be efforts to amicably settle their dispute between a predetermined third-party, as a pre-requisite for the filing of the case. Employer and
Practitioner shall endeavor in good faith to arrive at a settlement outside of the court
before judicial action may be sought.
XXXIX. Authority to Contract. Each party represents and warrants to the other Party
that (i) the execution of this Agreement has been duly authorized by such Party, (ii) the
Party’s representative executing this Agreement on its behalf is duly authorized to do
so, and (iii) this Agreement is the binding obligation of such Party, enforceable against
such Party in accordance with its terms, except as enforceability may be restricted,
limited, or delated by applicable bankruptcy or other laws affecting creditors’ rights
generally and except as enforceability may be subject to general principals of equity or
other legal principals.
XL. Notices. Any and all notices required or permitted to be given under this Agreement
shall be sufficient if furnished in writing and personally delivered or sent by registered or
certified mail, postage prepaid, return receipt requested, to the Parties’ respective
mailing addresses as mentioned in Section I of this Agreement.
XLI. Modification. This Agreement shall not be modified or amended except by a
written document executed by both Parties to this Agreement, and such written
modification(s) shall be attached to this Agreement.
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XLII. Assignment. If the Employer assigns its rights under this Agreement, the
Practitioner shall have sixty (60) days within which to elect to continue working under
the terms and conditions of this Agreement or to terminate the Agreement.
XLIII. Third Party Rights. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies on any persons other than the Parties and
their respective successors and permitted assigns, nor is anything in this Agreement
intended to release or discharge the obligation or liability of any third (3rd) persons to
any party, or to give any third (3rd) persons any right of subrogation or action against
any party.
XLIV. Waiver. No waiver by either of the Parties of any failure by the other Party to
keep or perform any provision, covenant, or condition of this Agreement shall be
deemed to be a waiver of any proceeding or succeeding breach of the same or any
other provision, covenant, or condition. All rights and remedies granted or referred to in
this Agreement are cumulative; resort to one shall not preclude resort to another or any
other right or remedy provided by law.
XLV. Headings. The headings and section titles set forth in this Agreement are for
convenience only and shall have no bearing whatsoever on the actual content of this
Agreement.
XLVI. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and together shall constitute one and the
same instrument, with one counterpart being delivered to each party. In making proof of
this Agreement, it shall not be necessary to produce or account for more than one (1)
such counterpart containing the signatures of the Parties.
XLVII. Additional Documents. Each of the Parties shall execute any document or
documents that may be reasonably requested from time to time by the other Party to
implement or complete such Party’s obligations under this Agreement.
XLVIII. Attorney’s Fees. In any action brought to interpret or enforce the terms and
conditions of this Agreement, the prevailing Party shall be entitled to reasonable
attorneys’ fees and court costs in addition to any other relief that may be awarded or
granted.
XLIX. Impossibility of Performance. Neither Party shall be liable nor deemed to be in
default for delay or failure in performance under this Agreement or other interruption of
services deemed to be a result, directly or indirectly, from acts of God, civil or military
authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods,
failures of transportation, or any other event not caused by, or beyond the reasonable
control of, the Party.
L. Severability. In case any one (1) or more of the terms or provisions contained in this
Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other term or provision
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of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in this Agreement so long as such
deleted provision does not materially adversely affect the benefit of the bargain for a
Party.
LI. Compliance with Laws. The Parties enter into this Agreement with the intent of
conducting their relationship in full compliance with applicable Federal, State, and Local
laws including, but not limited to, the Medicare/Medicaid anti-fraud and abuse statutes
and regulations, the Health Insurance Portability and Accountability Act of 1996, as
amended, and any State Dental laws, statutes, or acts. Notwithstanding any
unanticipated effect of any of the provisions in this Agreement, neither Party shall
intentionally conduct itself, and shall take particular care to assure that no employee or
agent of the respective Party conducts itself, under the terms and conditions of this
Agreement in a manner that constitutes a violation of any law or in a manner that would
jeopardize either Party’s participation in any Federal or State healthcare program
including, without limitation, Medicare or Medicaid.
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 of the Employer or Practitioner in such a
manner as to indicate that the structure of this Agreement may be in violation of such
laws or regulations, Employer and Practitioner shall amend this Agreement as
necessary within thirty (30) days unless a shorter time period is required by law or a
government agency.
To the maximum extent possible, any such amendment shall preserve the underlying
economic and financial arrangements between the Employer and the Practitioner. If this
Agreement cannot be amended to comply with such legal requirements and preserve
the financial arrangement, then either Party may terminate the Agreement upon thirty
(30) days’ written notice unless a shorter period is required by law or a governmental
agency.
LII. Entire Agreement. This Agreement constitutes the sole and complete
understanding of the Parties and supersedes any prior written or oral agreements or
understandings between them concerning the subject matter of this Agreement. This
Agreement and its attachments further contain the entire Agreement between the
Parties concerning the subject matter of this Agreement. There are no representations,
warranties, covenants, promises, agreements, arrangements, or understandings, oral or
written, express or implied, between the Parties which aren’t fully expressed in this
Agreement.
LIII. Separability Agreement. In case any part of this agreement is found to be null,
annulled, or unenforceable, the rest of the provisions shall remain in force.
Practitioner’s Signature ______________________ Date ____________________
Print Name ____________________
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License Number ____________________
Employer’s Signature ______________________ Date ____________________
Print Name ____________________ Title ____________________
Company Name ____________________
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